8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2007

EXTERRAN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33666	74-3204509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4444 Brittmoore Road Houston, Texas	77041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 335-7000

N/A
(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 1.02 Termination of a Material Definitive Agreement
	Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
	Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 5.05 Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
	Item 8.01 Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Employee Stock Purchase Plan
Form of Indemnification Agreement
Senior Secured Credit Agreement
U.S. Guaranty Agreement
U.S. Pledge Agreement
U.S. Collateral Agreement
Canadian Collateral Agreement
Indenture
Series 2007-1 Supplement
Guaranty
Management Agreement
Intercreditor and Collateral Agency Agreement
Intercreditor and Collateral Agency Agreement
First Supplement Indenture
Eighth Supplemental Indenture
Directors' Stock and Deferral Plan
Consulting Agreement
2007 Stock Incentive Plan
Form of Change of Control Agreement
Form of Amendment No.1 to Change of Control Agreement
Press Release
Press Release

     Item 1.01 Entry into a Material Definitive Agreement.

     Introduction

     On August 20, 2007, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 5, 2007, as amended, by and among Exterran Holdings, Inc. (formerly known as Iliad Holdings, Inc.) (the “Company”), Hanover Compressor Company, a Delaware corporation (“Hanover”), Universal Compression Holdings, Inc., a Delaware corporation (“Universal”), Hector Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Hanover Merger Sub”), and Ulysses Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Universal Merger Sub”), Universal Merger Sub merged with and into Universal (the “Universal Merger”) and Hanover Merger Sub merged with and into Hanover (the “Hanover Merger” and together with the Universal Merger, the “Mergers”). As a result of the Mergers, each of Universal and Hanover became a wholly owned subsidiary of the Company. Immediately following the completion of the Mergers, Universal merged with and into the Company.

     Employee Stock Purchase Plan

     On August 20, 2007, the board of directors of the Company adopted the Exterran Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), which previously had been approved by a majority of the votes cast by the stockholders of each of Hanover and Universal at their respective annual meetings of stockholders held on August 16, 2007. The ESPP provides eligible employees of the Company and its subsidiaries with an option to purchase the Company’s common stock through payroll deductions and is designed to comply with Section 423 of the Internal Revenue Code of 1986, as amended. The Compensation Committee of the board of directors of the Company (the “Compensation Committee”), which will administer the ESPP, has determined that employees who elect to participate in the ESPP will initially have an option to purchase a share of the Company’s common stock at the lesser of (i) 85% of the Fair Market Value (as that term is defined in the ESPP) of a share of the Company’s common stock on the Offering Date (as that term is defined in the ESPP) or (ii) 85% of the Fair Market Value of a share of the Company’s common stock on the Purchase Date (as that term is defined in the ESPP). The Compensation Committee has the discretion to set the purchase price at 85% to 100% of the Fair Market Value of a share of the Company’s common stock on one of the following dates: (i) the Offering Date, (ii) the Purchase Date or (iii) the Offering Date or the Purchase Date, whichever is lower. The initial offering period will commence on October 1, 2007 and offering periods will consist of three months, or such other period as may be determined from time to time by the Compensation Committee. A total of 650,000 shares of the Company’s common stock have been authorized and reserved for issuance under the ESPP.

     The ESPP’s effective date is August 20, 2007. The board of directors may at any time terminate, suspend or amend the ESPP; provided, however, that certain amendments to increase the number of shares of the Company’s common stock issuable under the ESPP may be subject to approval by the Company’s stockholders.

     The foregoing summary of the ESPP is qualified in its entirety by reference to the full text of the ESPP, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

     Amended and Restated Omnibus Agreement

     On August 20, 2007, in connection with the closing of the Mergers, the Company entered into an Amended and Restated Omnibus Agreement with Exterran, Inc. (formerly known as Universal Compression, Inc.) (“Exterran”), UCO GP, LLC, UCO General Partner, LP, Exterran Partners, L.P. (formerly known as Universal Compression Partners, L.P.) (“EXLP”), EXLP Operating LLC (formerly known as UCLP Operating LLC) and Exterran Energy Solutions, L.P. (formerly known as Hanover Compression Limited Partnership) (“EESLP”). The Amended and Restated Omnibus Agreement governs several relationships between EXLP and the Company, including:

1. Certain agreements not to compete between the Company and its affiliates, on the one hand, and EXLP and its affiliates, on the other hand;

2.	The Company’s obligation to provide all operational staff, corporate staff and support services reasonably necessary to run EXLP’s business and EXLP’s obligation to reimburse the Company for the provision of such services, subject to certain limitations;
3.	The terms under which the Company, EXLP and their respective affiliates may transfer compression equipment among one another to meet their respective compression services obligations;
4.	The terms under which EXLP may purchase newly-fabricated compression equipment from the Company’s affiliates;
5.	The Company’s grant of a license of certain intellectual property to EXLP, including EXLP’s logo; and
6.	The Company’s obligation to indemnify EXLP for certain liabilities and EXLP’s obligation to indemnify the Company for certain liabilities.

     Indemnification Agreements

     On August 20, 2007, the Company entered into indemnification agreements with all of its directors and officers, in order to more effectively implement the indemnification provisions of the Company’s bylaws.

     Each indemnification agreement provides that the Company will advance expenses to, and indemnify, the applicable director or officer to the fullest extent allowed under applicable law. Each indemnification agreement also establishes guidelines as to the defense and settlement of claims by the parties. The indemnification agreements do not expand the indemnification of the directors and officers beyond the maximum permitted by the Delaware General Corporation Law.

     The following generally are excluded from coverage under the indemnification agreements:

• claims covered by any insurance or other indemnity provisions;

• liability under Section 16(b) of the Securities Act of 1933, as amended; and

• proceedings initiated by the putative indemnitee without prior approval of the board of directors of the Company (other than proceedings brought to enforce an indemnitee’s rights under his or her indemnification agreement).

     The foregoing summary of the indemnification agreements is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

     Item 1.02 Termination of a Material Definitive Agreement

Satisfaction and Discharge of Indenture Related to Exterran 7¹/4% Notes

     On August 17, 2007, the Company’s subsidiary, Exterran, satisfied and discharged the Indenture dated as of May 27, 2003 between Exterran and the Bank of New York, as trustee, following Exterran’s redemption of all $175 million in aggregate principal amount of its outstanding 7¹/4% Senior Notes due 2010, pursuant to its previously announced plans. The total cash paid was $184.4 million, which included a call premium of 3.625% of the principal amount of the 7¹/4% notes and accrued interest to the redemption date of $17.78 per $1,000 principal amount of the 7¹/4% notes.

Satisfaction and Discharge of Indentures Related to Hanover 9% Notes and 7¹/2% Notes

     On August 20, 2007, the Company’s subsidiary, Hanover, satisfied and discharged the Senior Indenture dated as of December 15, 2003 between Hanover and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (“U.S. Bank”), as amended by the Third Supplemental Indenture dated June 1, 2004 and the Sixth Supplemental Indenture dated August 1, 2007, both among Hanover, EESLP, as Subsidiary Guarantor, and U.S. Bank, following the completion of the previously announced cash tender offer and consent solicitation for all of Hanover’s outstanding 9% Senior Notes due 2014. As of 5:00 p.m., New York City time, on August 17, 2007, which was the expiration time of the tender offer and consent solicitation, holders of $200 million in aggregate principal amount, or 100% of the outstanding aggregate principal amount, of the 9% notes validly tendered their 9% notes. Accordingly, all of the 9% notes previously authenticated and issued were delivered to the trustee and canceled.

     On August 20, 2007, Hanover satisfied and discharged the Senior Indenture dated as of December 15, 2003 between Hanover and U.S. Bank, as amended by the Fourth Supplemental Indenture dated March 31, 2006 and the Seventh Supplemental Indenture dated August 1, 2007, both among Hanover, EESLP, as Subsidiary Guarantor, and U.S. Bank, following the completion of the previously announced cash tender offer and consent solicitation for all of Hanover’s outstanding 7¹/2% Senior Notes due 2013. As of 5:00 p.m., New York City time, on August 17, 2007, the expiration time of the tender offer and consent solicitation, holders of $150 million in aggregate principal amount, or 100% of the outstanding aggregate principal amount, of the 7¹/2% notes validly tendered their 7¹/2% notes. Accordingly, all of the 7¹/2% notes previously authenticated and issued were delivered to the trustee and canceled.

     Repayment of EESLP Credit Facility

     In connection with the closing of the Mergers, on August 20, 2007, Hanover repaid in full all outstanding term loans and revolving loans, together with interest and all other amounts due in connection with such repayment, under the credit agreement, dated as of November 21, 2005, by and among Hanover, EESLP, The Royal Bank of Scotland plc as Syndication Agent, JPMorgan Chase Bank, N.A. as Administrative Agent, and the several lenders parties thereto.

     Repayment of Exterran Credit Facility

     In connection with the closing of the Mergers, on August 20, 2007, Exterran paid in full all outstanding term loans and revolving loans, together with interest and all other amounts due in connection with such repayment, under the senior secured credit agreement, dated as of October 20, 2006, by and among Universal and three of its wholly owned subsidiaries, Exterran, UC Canadian Partnership Holdings Company and Exterran Canada, Limited Partnership (formerly known as Universal Compression Canada, Limited Partnership) and a syndicate of lenders and financial institutions named therein as parties thereto and Wachovia Bank, National Association, as U.S. Administrative Agent, Wachovia Capital Finance Corporation (Canada) as Canadian Administrative Agent, Deutsche Bank Trust Company Americas, as Syndication Agent, and JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia, as Co-Documentation Agents.

     Repayment of Universal Asset-Backed Securitization Facility

     In connection with the closing of the Mergers, on August 20, 2007, UCO Compression 2005 LLC repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under the Indenture, dated October 28, 2005, as amended on July 31, 2006 and supplemented on October 28, 2005, by and among UCO Compression 2005 LLC, a wholly owned subsidiary of Exterran, and Wells Fargo Bank, National Association, as Indenture Trustee.

     Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     Senior Secured Credit Facility

     On August 20, 2007, the Company entered into a credit agreement (the “Credit Agreement”) with various financial institutions as the lenders and Wachovia Bank, National Association, as U.S. Administrative Agent (“Wachovia”) and Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent, with respect to (a) a revolving senior secured credit facility in the aggregate amount of $850,000,000, which includes a U.S. tranche with a swingline limit, a variable allocation for a Canadian tranche (under which Exterran Canada, Limited Partnership is the borrower) and a letter of credit facility and (b) a term loan senior secured credit facility, in the aggregate amount of $800,000,000 (collectively, the “Credit Facility”). Subject to certain conditions, at the request of the Company, the aggregate commitments of the lenders under the Credit Facility may be increased by an additional amount of $400,000,000.

     The Credit Agreement contains various covenants with which the Company and/or Exterran Canada, Limited Partnership must comply, including, but not limited to, limitations on incurrence of indebtedness, liens on assets, transactions with affiliates, mergers, consolidations, sales of assets and debt to earnings ratios, as well as requirements relating to eligible investments. Additionally, the Credit Agreement contains customary conditions, representations and warranties, events of default and indemnification provisions. The Company’s indebtedness under the Credit Facility is collateralized by liens on substantially all of the personal property in the United States of the Company, as defined in the U.S. Collateral Agreement between the Company and others in favor of Wachovia, as U.S. Administrative Agent. The assets of EXLP and Exterran ABS 2007 LLC are not collateral under the Credit Agreement. Exterran Canada, Limited Partnership’s indebtedness under the Credit Facility is collateralized by liens on substantially all of its personal property in Canada, as defined in the Canadian Collateral Agreement between it and Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent. The Company and others have executed a U.S. Pledge Agreement in favor of Wachovia, as U.S. Administrative Agent, pursuant to which the Company and others will pledge their equity and the shares of certain other subsidiaries to Wachovia, as U.S. Administrative Agent. The Credit Agreement provides that additional equity interests owned directly or indirectly by the Company will be pledged in the coming months. The Company guarantees the payment of the principal and interest on each Canadian tranche loan made to Exterran Canada, Limited Partnership under the Credit Agreement. The loan documents contemplate that further subsidiaries will be required to grant security interests, pledge collateral or guarantee the Company’s indebtedness and/or that of Exterran Canada, Limited Partnership upon certain conditions being met.

     The Company intends to use the proceeds from the Credit Facility for working capital, letters of credit and other general corporate purposes, including the prepayment of certain existing indebtedness of its subsidiaries after the Mergers, as well as any consent fees, premiums, costs and expenses associated with such prepayment.

     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the referenced agreements, which are filed herewith as Exhibits 10.3, 10.4, 10.5, 10.6 and 10.7 and incorporated herein by reference.

     ABS Facility

     On August 20, 2007, Exterran entered into a $1.0 billion asset-backed securitization facility (the “2007 ABS Facility”). The issuer of the asset-backed notes, Series 2007-1 (the “Series 2007-1 Notes”), is Exterran ABS

2007 LLC (the “Issuer”), a wholly owned subsidiary of Exterran. On August 20, 2007, the Issuer issued $400,000,000 of the Series 2007-1 Notes. As of August 20, 2007, $600,000,000 of the Series 2007-1 Notes remains available under the 2007 ABS Facility.

     The Series 2007-1 Notes were issued at a price equal to 100% of the principal amount thereof. Interest and fees payable to the noteholders will accrue on the Series 2007-1 Notes at a variable rate consisting of an applicable margin plus, at the option of the issuer, either LIBOR or a Base Rate as defined in the Series 2007-1 Supplement). For fundings under the 2007 ABS Facility of less than $800,000,000 the initial applicable margin is 1.00% which declines to 0.825% on October 31, 2007. For any amount outstanding above $800,000,000 the applicable margin increases to 1.35%. The Series 2007-1 Notes are revolving in nature and are payable in July 2012. The amount outstanding at any time is dependent upon the lower of (i) an 80% advance rate against appraised value, or (ii) 4.5 times free cash flow or (iii) an interest coverage test.

     The Series 2007-1 Notes were issued pursuant to a Series 2007-1 Supplement, dated as of August 20, 2007, to an Indenture, dated as of August 20, 2007 (the “Indenture”), each entered into by and between the Issuer, Exterran ABS Leasing 2007 LLC, a wholly owned subsidiary of the Issuer (the “Lessor”), and Wells Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”). The Indenture contains customary terms and conditions with respect to an issuance of asset backed securities, including representations and warranties, covenants and events of default.

     Repayment of the Series 2007-1 Notes has been secured by a pledge of all of the assets of the Issuer and the Lessor consisting primarily of a fleet of natural gas compressors and the contracts to provide compression services relating to the fleet (collectively, the “Collateral Assets”). The Collateral Assets will be managed by Exterran pursuant to a Management Agreement (described below). The collections relating to the Collateral Assets will then be allocated pursuant to an Intercreditor and Collateral Agency Agreement dated as of August 20, 2007 among Exterran, the Issuer, Wells Fargo Bank, National Association, as Indenture Trustee and Bank Agent, various financial institutions as lenders thereto and JP Morgan Chase Bank, N.A., as Intercreditor Collateral Agent, and an Intercreditor and Collateral Agency Agreement dated as of August 20, 2007 among EESLP, the Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, U.S. Administrative Agent and Intercreditor Collateral Agent, and various financial institutions as lenders thereto, and will then be transferred to the Indenture Trustee.

     All Collateral Assets will be managed in accordance with the Management Agreement, dated as of August 20, 2007, by and between Exterran, the Issuer and the Lessor (the “Management Agreement”), which requires Exterran to market, service, maintain and contract with customers for the use of the Collateral Assets in the same manner as Exterran performs those services for its other compressors in a nondiscriminatory manner. The Management Agreement contains customary terms and conditions, including representations and warranties, covenants and events of default. If Exterran defaults under the Management Agreement, it may be removed as the manager, in which event a back-up manager pursuant to the terms of a Back-up Management Agreement, to be executed, will become the manager of the Collateral Assets. The performance, but not the monetary obligations, of Exterran under the Management Agreement are guaranteed by the Company pursuant to the terms of a Guaranty entered into on August 20, 2007 for the benefit of the Issuer and the Indenture Trustee.

     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the referenced agreements, which are filed herewith as Exhibits 10.8, 10.9, 10.10, 10.11, 10.12 and 10.13 and incorporated herein by reference.

     Guarantee of Certain Obligations

     In connection with the closing of the Mergers, on August 20, 2007, the Company executed the First Supplemental Indenture between Hanover and Wilmington Trust Company, as trustee, pursuant to which the Company agreed to guarantee the obligations of Hanover under the Indenture dated as of March 15, 2001 relating to Hanover’s 4.75% Convertible Senior Notes due 2008. As of August 20, 2007, the outstanding principal amount of those notes was approximately $192,000,000.

     The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the full text of the First Supplemental Indenture, which is filed herewith as Exhibit 10.14 and incorporated herein by reference.

     In connection with the closing of the Mergers, on August 20, 2007, the Company executed the Eighth Supplemental Indenture between Hanover, certain subsidiary guarantors and U.S. Bank (as successor to Wachovia Bank, National Association), as trustee, pursuant to which the Company agreed to guarantee the obligations of Hanover under the Senior Indenture dated as of December 15, 2003, as amended and supplemented, relating to Hanover’s 4.75% Convertible Senior Notes due 2014. As of August 20, 2007, the outstanding principal amount of those notes was approximately $143,750,000.

     The foregoing description of the Eighth Supplemental Indenture is qualified in its entirety by reference to the full text of the Eighth Supplemental Indenture, which is filed herewith as Exhibit 10.15 and incorporated herein by reference.

     Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     On August 17, 2007, Hanover Equipment Trust 2001A, a special purpose Delaware business trust (“HET 2001A”), called for redemption all $133 million of its outstanding 8.5% Senior Secured Notes due 2008 (the “8.5% Notes”), and Hanover Equipment Trust 2001B, a special purpose Delaware business trust (“HET 2001B”), called for redemption all $250 million of its outstanding 8.75% Senior Secured Notes due 2011 (the “8.75% Notes,” and, together with the 8.5% Notes, the “Equipment Trust Notes”). The Equipment Trust Notes will be redeemed on September 17, 2007.

     The 8.5% Notes were issued and the redemption will be effected pursuant to the provisions of the Indenture dated as of August 30, 2001 among HET 2001A, as issuer, EESLP and certain subsidiaries, as guarantors, and U.S. Bank (as successor to Wilmington Trust FSB), as Indenture Trustee and Collateral Agent. The 8.5% Notes will be redeemed at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

     The 8.75% Notes were issued and the redemption will be effected pursuant to the provisions of the Indenture dated as of August 30, 2001 among HET 2001B, as issuer, EESLP and certain subsidiaries, as guarantors, and U.S. Bank, as Indenture Trustee and Collateral Agent. The 8.75% Notes will be redeemed at a redemption price of 102.917% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

     To commence the redemption process, EESLP exercised its option to purchase from HET 2001A the gas compression equipment currently subject to a lease in favor of EESLP, and EESLP exercised its option to purchase from HET 2001B the gas compression equipment currently under lease to EESLP from HET 2001B. EESLP expects to pay HET 2001A approximately $137.7 million and to pay HET 2001B approximately $266.3 million for the equipment on the date the Equipment Trust Notes are redeemed. HET 2001A and HET 2001B will then use the proceeds from the equipment sale to fund the redemption of the Equipment Trust Notes and the related trust equity certificates.

     The Indentures and the forms of note for the Equipment Trust Notes are filed herewith as Exhibits 4.1, 4.2, 4.3 and 4.4 and are incorporated herein by reference.

     Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     Appointment of Principal Officers

     On August 20, 2007, pursuant to the terms of the Merger Agreement, Stephen A. Snider, 59, became the Company’s President and Chief Executive Officer. Previously, Mr. Snider was Universal’s President and Chief Executive Officer and a director since 1998, and was appointed as Chairman of Universal’s board of directors in

April 2006. Mr. Snider also serves as a director of Energen Corporation, a diversified energy company focusing on natural gas distribution and oil and gas exploration and production.

     Effective August 20, 2007, J. Michael Anderson, 45, became Senior Vice President and Chief Financial Officer of the Company. Previously, Mr. Anderson held the same titles with Universal since March 2003. From 1999 to March 2003, Mr. Anderson held various positions with Azurix Corp. (a water and wastewater utility and services company), primarily as the company’s Chief Financial Officer and later as Chairman and Chief Executive Officer. Prior to that time, Mr. Anderson spent ten years in the Global Investment Banking Group of J. P. Morgan Chase & Co., where he specialized in merger and acquisitions advisory services.

     Also effective August 20, 2007, Brian A. Matusek, 48, became Senior Vice President and Chief Operating Officer of the Company. Previously, Mr. Matusek was Senior Vice President, Western Hemisphere of Hanover since July 2006, having served as Senior Vice President, U.S. and Global Services since May 2005. Mr. Matusek joined Hanover in August 2003 and had previously served as Vice President of Marketing, Product Development & Domestic Sales and Vice President of Marketing and Strategic Development. Prior to joining Hanover, Mr. Matusek served in various senior managerial roles with Schlumberger from 1998 through 2003, including leadership roles in Schlumberger’s compression systems and artificial lift product lines. Before joining Schlumberger as part of its purchase of Camco International, Inc., he served as Vice President, International Business of Camco. Prior to Camco’s 1997 purchase of Production Operators, Inc. (“POI”), he was employed by POI for over 16 years in various management positions, including Vice President, International Operations.

     Also effective August 20, 2007, Kenneth R. Bickett, 45, became Vice President and Corporate Controller of the Company. Previously, Mr. Bickett held the same titles with Universal since joining Universal in July 2005. Prior to joining Universal, he served as Vice President and Assistant Controller for Reliant Energy, Inc. (an electricity and energy services provider). Prior to joining Reliant Energy, Inc. in 2002, Mr. Bickett was employed by Azurix Corp. (a water and wastewater utility and services company) since 1998, where he most recently served as Vice President and Controller.

     Messrs. Snider and Anderson are parties to change of control agreements with each of Universal and the Company that require that entity to make payments to each of them upon a termination event following a change of control. Mr. Matusek is party to change of control agreements with each of Hanover and the Company that require that entity to make payments to him upon a termination event following a change of control. The Company does not have any other form of employment agreement with Messrs. Snider, Anderson and Matusek, either written or oral, that guarantees salaries, salary increases, bonuses or benefits.

     There are no other arrangements or understandings between Messrs. Snider, Anderson, Matusek or Bickett and any other person pursuant to which he was selected as an officer, other than the provisions of the Merger Agreement relating to the appointment of officers. There are no family relationships between any of those persons and any executive officer or director of the Company.

     Also on August 20, 2007, the board of directors of the Company appointed the following officers of the Company:

• D. Bradley Childers, Senior Vice President — Corporate Development

• Daniel A. Newman, Senior Vice President — Supply Chain and Manufacturing

• Stephen W. Muck, Senior Vice President — Global Human Resources

• Daniel K. Schlanger, Senior Vice President

• Donald C. Wayne, Senior Vice President, General Counsel and Secretary

     Appointment of Directors

     On August 20, 2007, the following individuals became the directors of the Company, all of whom were former directors of either Universal or Hanover: Janet F. Clark, Ernie L. Danner, Uriel E. Dutton, Gordon T. Hall, J.W.G. “Will” Honeybourne, John E. Jackson, Peter H. Kamin, William C. Pate, Stephen M. Pazuk and Stephen A. Snider.

     On that date, the committees of the board of directors of the Company were constituted as follows:

Nominating and Corporate Governance Committee:
Uriel E. Dutton (Chairperson)
Gordon T. Hall
J.W.G. “Will” Honeybourne
William C. Pate

Compensation Committee:
Stephen M. Pazuk (Chairperson)
Peter H. Kamin
J.W.G. “Will” Honeybourne

Audit Committee:
Janet F. Clark (Chairperson)
Gordon T. Hall
Peter H. Kamin
William C. Pate

     There are no arrangements or understandings between any director and any other person pursuant to which the director was selected as a director, other than the provisions of the Merger Agreement relating to the appointment of officers.

     Directors’ Stock and Deferral Plan

     On August 20, 2007, the board of directors of the Company adopted the Exterran Holdings, Inc. Directors’ Stock and Deferral Plan (the “Deferral Plan”). The Deferral Plan aids appointed directors in their financial planning and is to be a “top-hat” plan under Section 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974. Under the Deferral Plan, effective October 1, 2007, non-employee directors may (1) receive a percentage equal to 25%, 50%, 75% or 100%, at each director’s election, of their retainer fees in Company common stock and (2) beginning in January 2008, defer receipt of that stock until a later tax year. If a director’s service ends during a deferral period, he or she will receive immediate payment of the deferred Company stock. The board of directors of the Company may accelerate payment of deferred amounts upon a defined change in control.

     The foregoing summary of the Deferral Plan is qualified in its entirety by reference to the full text of the Deferral Plan, which is filed herewith as Exhibit 10.16 and incorporated herein by reference.

     Consulting Agreement with Ernie L. Danner

     On August 20, 2007, Mr. Ernie L. Danner, a non-employee director of the Company, entered into a consulting agreement with the Company pursuant to which the Company engaged Mr. Danner, on a month-to-month basis, to provide consulting services. In consideration of the services to be rendered, the Company will pay Mr. Danner a consulting fee of $29,583.33 per month and will reimburse Mr. Danner for expenses incurred on the Company’s behalf.

     The foregoing description of the consulting agreement is qualified in its entirety by reference to the full text of the consulting agreement, which is filed herewith as Exhibit 10.17 and incorporated herein by reference.

     Grant of Stock Options to Ernie L. Danner

     On August 20, 2007, the board of directors of the Company approved the grant of stock options to purchase a total of 1,400 shares of the Company’s common stock to Mr. Ernie L. Danner under the 2007 Stock Incentive Plan described below. The grant date of the options was August 20, 2007. The options bear a seven-year term and fully vest one year after the date of grant, with an exercise price equal to the fair market value on the date of grant, which was based on the closing price of Universal’s common stock on the New York Stock Exchange on August 20, 2007.

     2007 Stock Incentive Plan

     On August 20, 2007, the board of directors of the Company approved the Exterran Holdings, Inc. 2007 Stock Incentive Plan (the “Stock Incentive Plan”), which previously had been approved by a majority of the votes cast by the stockholders of each of Hanover and Universal at their respective annual meetings of stockholders held on August 16, 2007. The Stock Incentive Plan, which will be administered by the Compensation Committee, authorizes the issuance of awards of common stock, stock options, restricted stock, restricted stock units, stock appreciation rights and performance awards to employees and directors. Up to a maximum of 4,750,000 shares of the Company’s common stock are available for issuance under the Stock Incentive Plan.

     The foregoing description of the Stock Incentive Plan is qualified in its entirety by reference to the full text of the Stock Incentive Plan, which is filed herewith as Exhibit 10.18 and incorporated herein by reference.

     Change of Control Agreements

     On August 20, 2007, the Company entered into change of control agreements (each, a “COC Agreement”) with its executive officers, including Messrs. Snider, Anderson, Childers, Matusek, Newman, Muck, Schlanger and Wayne (each, an “Agreement Participant”). Under the COC Agreement, the Company has an obligation to make payments to each Agreement Participant upon a termination event following a change of control. A termination event under the COC Agreement includes, among other things, termination of the Agreement Participant’s employment by the Company other than for Cause (as that term is defined in the COC Agreement) or a termination by the Agreement Participant for Good Reason (as that term is defined in the COC Agreement).

     Under the COC Agreement, if a termination event occurs within 18 months following a change of control, the Company has an obligation to pay to each Agreement Participant an amount equal to (i)(A) the Agreement Participant’s earned but unpaid Base Salary (as that term is defined in the COC Agreement) through the Date of Termination (as that term is defined in the COC Agreement) plus (B) the Agreement Participant’s prorated Target Bonus (as that term is defined in the COC Agreement) for the current year plus (C) any earned but unpaid Actual Bonus (as that term is defined in the COC Agreement) for the prior year plus (ii) any portion of the Agreement Participant’s vacation pay accrued, but not used, for the Termination Year (as that term is defined in the COC Agreement) as of the Date of Termination plus (iii) three times, in the case of Mr. Snider, or two times, in the case of the other Agreement Participants, of the sum of the Agreement Participant’s Base Salary and Target Bonus amount for the Termination Year plus (iv) three times, in the case of Mr. Snider, or two times, in the case of the other Agreement Participants, of the total of the employer matching contributions that would have been credited to the Agreement Participant’s account under the Company’s 401(k) Plan and any other deferred compensation plan had the Agreement Participant made the required amount of elective deferrals or contributions under the 401(k) Plan and any other deferred compensation plan during the 12-month period immediately preceding the month of the Agreement Participant’s Date of Termination plus (v) amounts, if any, previously deferred by the Agreement Participant or earned but not paid, if any, under any Company incentive and non-qualified deferred compensation plan or programs as of the Date of Termination. The Agreement also provides for continuing medical coverage and full acceleration of any outstanding stock options, stock-based awards and cash-based incentive awards upon a termination event within 18 months of a change of control. All payments under the COC Agreement are subject to reduction as may be necessary to avoid certain tax consequences.

     The foregoing description of the COC Agreements is qualified in its entirety by reference to the full text of the form of COC Agreement, which is filed herewith as Exhibit 10.19 and incorporated herein by reference.

     Hanover Change of Control Agreement Amendments

     On August 20, 2007, the board of directors of the Company approved a form of amendment (the “Amendment”) to the existing change of control agreements between Hanover and former executives of Hanover (the “Hanover COC Agreements”). The Amendment extends the period within which a former Hanover officer can terminate his or her employment for Good Reason (as that term is defined in the Hanover COC Agreements) to the full term of the Hanover COC Agreements in order to ensure an orderly transition with such former officers. Each of the following executive officers of the Company are expected to execute an Amendment:

Brian Matusek
Steven Muck

     The foregoing description is qualified in its entirety by reference to the terms of the Amendment, the form of which is filed herewith as Exhibit 10.20 and incorporated herein by reference.

     Employee Stock Purchase Plan

     On August 20, 2007, the Company adopted its Employee Stock Purchase Plan as described in Item 1.01. The information set forth in Item 1.01 is incorporated by reference into this Item 5.02.

     Indemnification Agreements

     On August 20, 2007 the Company authorized the entry into indemnification agreements with all of the Company’s directors and officers as described in Item 1.01. The information set forth in Item 1.01 is incorporated by reference into this Item 5.02.

     Item 5.05 Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

     On August 20, 2007, the board of directors of the Company adopted a Code of Business Conduct applicable to all of its directors, officers and employees. The full text of the Code of Business Conduct is available on the Company’s website at www.exterran.com.

     Item 8.01 Other Events.

     Accounting Firm

     On August 20, 2007, the Audit Committee of the board of directors of the Company ratified the reappointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s 2007 financial statements.

     Share Repurchase Program

     On August 20, 2007, the board of directors of the Company authorized the repurchase of up to $200 million of its common stock through August 19, 2009. Under the stock repurchase program, the Company may repurchase shares in open market purchases or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. The Company may also implement all or part of the repurchases under a Rule 10b5-1 trading plan, so as to provide the flexibility to extend its share repurchases beyond the quarterly purchasing window. The timing and extent to which the Company repurchases its shares will depend upon market conditions and other corporate considerations, and will be in management’s discretion. Repurchases under the program may commence or be suspended at any time without prior notice.

     ABS Facilities

     On August 20, 2007, the Company entered into the 2007 ABS Facility as described in Item 2.03. The information set forth in Item 2.03 is incorporated by reference into this Item 8.01.

     Press Releases

     On August 20, 2007, the Company issued a press release announcing acceptance and payment of certain tendered notes previously issued by Hanover. A copy of the press release is filed herewith as Exhibit 99.1.

     On August 20, 2007, the Company issued a press release announcing a share repurchase program. A copy of the press release is filed herewith as Exhibit 99.2.

     Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
4.1	Indenture for the 8.50% Senior Secured Notes due 2008, dated as of August 30, 2001, among the 2001A Trust, as issuer, Hanover Compression Limited Partnership and certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee, incorporated by reference to Exhibit 10.69 to Hanover Compressor Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
4.2	Form of 8.50% Senior Secured Notes due 2008, incorporated by reference to Exhibit 4.10 to Hanover Compressor Company’s Annual Report on Form 10-K for the year ended December 31, 2003
4.3	Indenture for the 8.75% Senior Secured Notes due 2011, dated as of August 30, 2001, among the 2001B Trust, as issuer, Hanover Compression Limited Partnership and certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee, incorporated by reference to Exhibit 10.75 to Hanover Compressor Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
4.4	Form of 8.75% Senior Secured Notes due 2011, incorporated by reference to Exhibit 4.12 to Hanover Compressor Company’s Annual Report on Form 10-K for the year ended December 31, 2003
10.1	Exterran Holdings, Inc. Employee Stock Purchase Plan
10.2	Form of Indemnification Agreement
10.3	Senior Secured Credit Agreement, dated August 20, 2007, by and among Exterran Holdings, Inc., as the U.S. Borrower and a Canadian Guarantor, Exterran Canada, Limited Partnership, Wachovia Bank, National Association, individually and as U.S. Administrative Agent, Wachovia Capital Finance Corporation (Canada), individually and as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., individually and as Syndication Agent; Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc. as the Joint Lead Arrangers and Joint Book Runners, Bank of America, N.A., Calyon New York Branch and Fortis Capital Corp., as the Documentation Agents, and each of the lenders parties thereto or which becomes a signatory thereto
10.4	U.S. Guaranty Agreement, dated as of August 20, 2007, made by Exterran, Inc., EI Leasing LLC, UCI MLP LP LLC, Exterran Energy Solutions, L.P. and each of the subsidiary guarantors that become a party thereto from time to time, as guarantors, in

Exhibit No.	Description
	favor of Wachovia Bank, National Association, as the U.S. Administrative Agent for the lenders under the credit agreement filed as Exhibit 10.3
10.5	U.S. Pledge Agreement made by Exterran Holdings, Inc., Exterran, Inc., Exterran Energy Solutions, L.P., Hanover Compression General Holdings LLC, Hanover HL, LLC, Enterra Compression Investment Company, UCI MLP LP LLC, UCO General Partner, LP, UCI GP LP LLC, and UCO GP, LLC, and each of the subsidiaries that become a party thereto from time to time, as the Pledgors, in favor of Wachovia Bank, National Association, as U.S. Administrative Agent for the lenders under the credit agreement filed as Exhibit 10.3
10.6	U.S. Collateral Agreement, dated as of August 20, 2007, made by Exterran Holdings, Inc., Exterran, Inc., a Texas corporation, Exterran Energy Solutions, L.P., EI Leasing LLC, UCI MLP LP LLC and each of the subsidiaries that become a party thereto from time to time, as grantors, in favor of Wachovia Bank, National Association, as U.S. Administrative Agent, for the lenders under the credit agreement filed as Exhibit 10.3
10.7	Canadian Collateral Agreement, dated as of August 20, 2007 made by Exterran Canada, Limited Partnership, together with any other significant Canadian subsidiary that executes a joinder agreement and becomes a party to the Credit Agreement filed as Exhibit 10.x, in favor of Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent, for the Canadian Tranche Revolving Lenders under the credit agreement filed as Exhibit 10.3
10.8	Indenture, dated August 20, 2007, by and between Exterran ABS 2007 LLC, as Issuer, Exterran ABS Leasing 2007 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $1,000,000,000 ABS facility consisting of $1,000,000,000 of Series 2007-1 Notes
10.9	Series 2007-1 Supplement, dated as of August 20, 2007, to Indenture, dated as of August 20, 2007, by and between Exterran ABS 2007 LLC, as Issuer, Exterran ABS Leasing 2007 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $1,000,000,000 of Series 2007-1 Notes
10.10	Guaranty, dated as of August 20, 2007, issued by Exterran Holdings, Inc. for the benefit of Exterran ABS 2007 LLC as Issuer, and Wells Fargo Bank, National Association, as Indenture Trustee
10.11	Management Agreement, dated as of August 20, 2007, by and between Exterran, Inc., as Manager, Exterran ABS Leasing 2007 LLC and Exterran ABS 2007 LLC, as Issuer
10.12	Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007, by and among Exterran, Inc., in its individual capacity and as Manager, Exterran ABS 2007 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, Wells Fargo Bank, National Association, as Bank Agent, various financial institutions as lenders thereto and JP Morgan Chase Bank, N.A., in its individual capacity and as Intercreditor Collateral Agent
10.13	Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007, by and among Exterran Energy Solutions, L.P., in its individual capacity and as Manager, Exterran ABS 2007 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as Bank Agent, various financial institutions as lenders thereto and Wells Fargo Bank, National Association, in its individual capacity and as Intercreditor Collateral Agent

Exhibit No.	Description
10.14	First Supplemental Indenture, dated August 20, 2007, by and between Hanover Compressor Company, Exterran Holdings, Inc., and Wilmington Trust Company, as Trustee, for the 4.75% Convertible Senior Notes due 2008
10.15	Eighth Supplemental Indenture, dated August 20, 2007, by and between Hanover Compressor Company, Exterran Holdings, Inc., and U.S. Bank National Association, as Trustee, for the 4.75% Convertible Senior Notes due 2014
10.16	Exterran Holdings, Inc. Directors’ Stock and Deferral Plan
10.17	Consulting Agreement between Exterran Holdings, Inc. and Ernie L. Danner, dated August 20, 2007
10.18	Exterran Holdings, Inc. 2007 Stock Incentive Plan
10.19	Form of Exterran Holdings, Inc. Change of Control Agreement
10.20	Form of Amendment No. 1 to Hanover Compressor Company Change of Control Agreement
99.1	Press Release, dated August 20, 2007
99.2	Press Release, dated August 20, 2007

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EXTERRAN HOLDINGS, INC.
Date: August 23, 2007	By:	/s/ J. Michael Anderson
		J. Michael Anderson
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	Indenture for the 8.50% Senior Secured Notes due 2008, dated as of August 30, 2001, among the 2001A Trust, as issuer, Hanover Compression Limited Partnership and certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee, incorporated by reference to Exhibit 10.69 to Hanover Compressor Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
4.2	Form of 8.50% Senior Secured Notes due 2008, incorporated by reference to Exhibit 4.10 to Hanover Compressor Company’s Annual Report on Form 10-K for the year ended December 31, 2003
4.3	Indenture for the 8.75% Senior Secured Notes due 2011, dated as of August 30, 2001, among the 2001B Trust, as issuer, Hanover Compression Limited Partnership and certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee, incorporated by reference to Exhibit 10.75 to Hanover Compressor Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
4.4	Form of 8.75% Senior Secured Notes due 2011, incorporated by reference to Exhibit 4.12 to Hanover Compressor Company’s Annual Report on Form 10-K for the year ended December 31, 2003
10.1	Exterran Holdings, Inc. Employee Stock Purchase Plan
10.2	Form of Indemnification Agreement
10.3	Senior Secured Credit Agreement, dated August 20, 2007, by and among Exterran Holdings, Inc., as the U.S. Borrower and a Canadian Guarantor, Exterran Canada, Limited Partnership, Wachovia Bank, National Association, individually and as U.S. Administrative Agent, Wachovia Capital Finance Corporation (Canada), individually and as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., individually and as Syndication Agent; Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc. as the Joint Lead Arrangers and Joint Book Runners, Bank of America, N.A., Calyon New York Branch and Fortis Capital Corp., as the Documentation Agents, and each of the lenders parties thereto or which becomes a signatory thereto
10.4	U.S. Guaranty Agreement, dated as of August 20, 2007, made by Exterran, Inc., EI Leasing LLC, UCI MLP LP LLC, Exterran Energy Solutions, L.P. and each of the subsidiary guarantors that become a party thereto from time to time, as guarantors, in favor of Wachovia Bank, National Association, as the U.S. Administrative Agent for the lenders under the credit agreement filed as Exhibit 10.3
10.5	U.S. Pledge Agreement made by Exterran Holdings, Inc., Exterran, Inc., Exterran Energy Solutions, L.P., Hanover Compression General Holdings LLC, Hanover HL, LLC, Enterra Compression Investment Company, UCI MLP LP LLC, UCO General Partner, LP, UCI GP LP LLC, and UCO GP, LLC, and each of the subsidiaries that become a party thereto from time to time, as the Pledgors, in favor of Wachovia Bank, National Association, as U.S. Administrative Agent for the lenders under the credit agreement filed as Exhibit 10.3

Exhibit No.	Description
10.6	U.S. Collateral Agreement, dated as of August 20, 2007, made by Exterran Holdings, Inc., Exterran, Inc., a Texas corporation, Exterran Energy Solutions, L.P., EI Leasing LLC, UCI MLP LP LLC and each of the subsidiaries that become a party thereto from time to time, as grantors, in favor of Wachovia Bank, National Association, as U.S. Administrative Agent, for the lenders under the credit agreement filed as Exhibit 10.3
10.7	Canadian Collateral Agreement, dated as of August 20, 2007 made by Exterran Canada, Limited Partnership, together with any other significant Canadian subsidiary that executes a joinder agreement and becomes a party to the Credit Agreement filed as Exhibit 10.x, in favor of Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent, for the Canadian Tranche Revolving Lenders under the credit agreement filed as Exhibit 10.3
10.8	Indenture, dated August 20, 2007, by and between Exterran ABS 2007 LLC, as Issuer, Exterran ABS Leasing 2007 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $1,000,000,000 ABS facility consisting of $1,000,000,000 of Series 2007-1 Notes
10.9	Series 2007-1 Supplement, dated as of August 20, 2007, to Indenture, dated as of August 20, 2007, by and between Exterran ABS 2007 LLC, as Issuer, Exterran ABS Leasing 2007 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $1,000,000,000 of Series 2007-1 Notes
10.10	Guaranty, dated as of August 20, 2007, issued by Exterran Holdings, Inc. for the benefit of Exterran ABS 2007 LLC as Issuer, and Wells Fargo Bank, National Association, as Indenture Trustee
10.11	Management Agreement, dated as of August 20, 2007, by and between Exterran, Inc., as Manager, Exterran ABS Leasing 2007 LLC and Exterran ABS 2007 LLC, as Issuer
10.12	Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007, by and among Exterran, Inc., in its individual capacity and as Manager, Exterran ABS 2007 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, Wells Fargo Bank, National Association, as Bank Agent, various financial institutions as lenders thereto and JP Morgan Chase Bank, N.A., in its individual capacity and as Intercreditor Collateral Agent
10.13	Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007, by and among Exterran Energy Solutions, L.P., in its individual capacity and as Manager, Exterran ABS 2007 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as Bank Agent, various financial institutions as lenders thereto and Wells Fargo Bank, National Association, in its individual capacity and as Intercreditor Collateral Agent
10.14	First Supplemental Indenture, dated August 20, 2007, by and between Hanover Compressor Company, Exterran Holdings, Inc., and Wilmington Trust Company, as Trustee, for the 4.75% Convertible Senior Notes due 2008
10.15	Eighth Supplemental Indenture, dated August 20, 2007, by and between Hanover Compressor Company, Exterran Holdings, Inc., and U.S. Bank National Association, as Trustee, for the 4.75% Convertible Senior Notes due 2014
10.16	Exterran Holdings, Inc. Directors’ Stock and Deferral Plan
10.17	Consulting Agreement between Exterran Holdings, Inc. and Ernie L. Danner, dated August 20, 2007
10.18	Exterran Holdings, Inc. 2007 Stock Incentive Plan

Exhibit No.	Description
10.19	Form of Exterran Holdings, Inc. Change of Control Agreement
10.20	Form of Amendment No. 1 to Hanover Compressor Company Change of Control Agreement
99.1	Press Release, dated August 20, 2007
99.2	Press Release, dated August 20, 2007

EX-10.1

EXHIBIT 10.1

EXTERRAN HOLDINGS, INC.

EMPLOYEE STOCK PURCHASE PLAN

Section 1

PURPOSE

The purpose of the Exterran Holdings, Inc. Employee Stock Purchase Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to acquire a proprietary interest in the Company’s long-term performance and success through the purchase of shares of Common Stock at a price that may be less than the Fair Market Value of the stock on the date of purchase from funds accumulated through payroll deductions.

Section 2

BACKGROUND

The Plan is intended to qualify as an “employee stock purchase plan” under Code Section 423. The Plan will, accordingly, be construed so as to extend and limit participation in a manner within the requirements of that Code section. In addition, this Plan authorizes the grant of options and issuance of Common Stock that do not qualify under Code Section 423 pursuant to rules and procedures adopted by the Committee and designed to achieve desired tax or other objectives in particular locations outside the United States. The terms of the Plan as contained in this document will apply with respect to Purchase Periods beginning on and after the Effective Date.

Section 3

DEFINITIONS

As used in the Plan, the following terms, when capitalized, have the following meanings:

(a) “Board” means the Company’s Board of Directors.

(b) “Business Day” means a day that the New York Stock Exchange, or any other exchange on which the Company’s Common Stock is traded, is open.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Committee” means the committee described in Section 11.

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(e) “Common Stock” means the common stock of the Company, $.01 par value per share, or any stock into which that common stock may be converted.

(f) “Company” means Exterran Holdings, Inc., a Delaware corporation, and any successor corporation.

(g) “Compensation” means (a) for salaried Employees, the regular basic salary or wages, and commissions, paid by the Company or a Designated Subsidiary for services performed by such Employees which are computed on a weekly, monthly, annual or other comparable basis, before any payroll deductions for taxes or any other purposes; and (b) for hourly Employees, wages paid by the Company or a Designated Subsidiary for services performed by such Employees which are computed on a biweekly or other comparable basis, before any payroll deductions for taxes or any other purposes. However, in the case of both (a) and (b), above, Compensation shall not include overtime, shift premium, bonuses and other special payments, incentive payments, pension, severance pay, foreign service premiums or other foreign assignment uplifts or any other extraordinary compensation, nor Company or Designated Subsidiary contributions to a retirement plan or any other deferred compensation or employee benefit plan or program of the Company or any Designated Subsidiary.

(h) “Contributions” means all amounts contributed by a Participant to the Plan in accordance with Section 6.

(i) “Corporate Transaction” means (i) any stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities or (iii) any other corporate transaction or event having an effect similar to any of the foregoing.

(j) “Designated Subsidiary” means a Subsidiary that has been designated by the Board or the Committee as eligible to participate in the Plan as to its eligible Employees.

(k) “Disability” means any physical or mental condition for which the Participant would be eligible to receive long-term disability benefits under the Company’s or a Designated Subsidiary’s long-term disability plan. With respect to any Participant residing outside of the United States, the Committee may revise the definition of “Disability” as appropriate to conform to the laws of the applicable non-U.S. jurisdiction.

(l) “Effective Date” means the effective date of the consummation of the mergers pursuant to that certain Agreement and Plan of Merger dated February 5, 2007, among Hanover Compressor Company, Universal Compression Holdings, Inc., Exterran Holdings, Inc., Hector Sub, Inc., and Ulysses Sub, Inc. (the “Merger”), provided that the Plan has been approved by the stockholders of each of Hanover Compressor Company and Universal Compression Holdings, Inc.

(m) “Employee” means any person who performs services for, and who is classified as an employee on the payroll records of the Company or a Designated Subsidiary.

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(n) “Fair Market Value” of a share of Common Stock means, as of any specified date: (i) if the Common Stock is listed on a national securities exchange or quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), the closing sales price of a share of Common Stock on that date, or if no prices are reported on that date, on the last preceding day on which the Common Stock was traded, as reported by such exchange or NASDAQ, as the case may be; and (ii) if the Common Stock is not listed on a national securities exchange or quoted on the NASDAQ, but is traded in the over-the-counter market, the average of the bid and asked prices for a share of Common Stock on the most recent date on which the Common Stock was publicly traded. In the event the Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

(o) “Insider” means any officer of the Company or a Designated Subsidiary who is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended.

(p) “Offering Date” means the first Business Day of each Purchase Period.

(q) “Participant” means a participant in the Plan as described in Section 5.

(r) “Payroll Deduction Account” means the bookkeeping account established for a Participant in accordance with Section 6.

(s) “Plan” means the Exterran Holdings, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

(t) “Purchase Date” means the last Business Day of each Purchase Period or such other date as required by administrative operational requirements.

(u) “Purchase Period” means a period of three months commencing on January 1, April 1, July 1 or October 1, or such other period as determined by the Committee. The initial Purchase Period after the Merger shall be set by the Committee and may be, in the Committee’s discretion, for a period of less than three months.

(v) “Purchase Price” means an amount equal to 85% to 100% of the Fair Market Value of a Share on one of the following dates: (i) the Offering Date, (ii) the Purchase Date or (iii) the Offering Date or the Purchase Date, whichever is lower, as the Committee in its sole discretion shall determine and communicate to the Participants.

(w) “Retirement” means, with respect to a Participant, the Participant’s termination of employment with the Company or a Designated Subsidiary after attaining age 65. Notwithstanding the foregoing, with respect to a Participant residing outside the United States, the Committee may revise the definition of “Retirement” as appropriate to conform to the laws of the applicable non-U.S. jurisdiction.

(x) “Share” means a share of Common Stock, as adjusted in accordance with Section 13.

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(y) “Subsidiary” means a domestic or foreign corporation of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. The definition of Subsidiary should be interpreted so as to include any entity that would be treated as a “subsidiary corporation” under Code Section 424(f).

Section 4

ELIGIBILITY

(a) Eligible Employees. Any person who is an Employee as of an Offering Date in a given Purchase Period will be eligible to participate in the Plan for that Purchase Period, subject to the requirements of Section 5 and the limitations imposed by Code Section 423(b). Notwithstanding the foregoing, the Committee may, on a prospective basis, (i) exclude from participation in the Plan any or all Employees whose customary employment is 20 hours per week or less or is not for more than five months in a calendar year, and (ii) impose an eligibility service requirement of up to two years of employment. The Committee may also determine that a designated group of highly compensated employees (within the meaning of Code Section 414(q)) are ineligible to participate in the Plan.

(b) Five Percent Shareholders. Notwithstanding any other provision of the Plan, no Employee will be eligible to participate in the Plan if the Employee (or any other person whose stock would be attributed to the Employee pursuant to Code Section 424(d)) owns an amount of capital stock of the Company and/or holds outstanding options to purchase stock which equals or exceeds five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or a Designated Subsidiary.

Section 5
PARTICIPATION

An Employee may elect to become a Participant in the Plan by completing such enrollment documents as are provided by the Committee or its designee, including where applicable a payroll deduction authorization form, and submitting them to the Committee or its designee in accordance with the administrative requirements and any limitations established by the Committee. The enrollment documents will set forth the amount of the Participant’s Contributions, which may be established as a percentage of the Participant’s Compensation or a specific dollar amount; provided, however, in no event shall a Participant’s Contributions exceed ten percent (10%) of the Participant’s Compensation. Contributions to the Plan may be also subject to such other limits designated by the Committee, including any minimum Contribution amount or percentage.

Page 4

The Plan is a discretionary plan. Participation by any Employee is purely voluntary. Participation in the Plan with respect to any Purchase Period shall not entitle any Participant to participate with respect to any other Purchase Period.

Section 6
CONTRIBUTIONS

(a) Payroll Deductions. A Participant’s Contributions will begin on the first payroll paid following the Offering Date and will end on the last payroll paid on or before the Purchase Date of the Purchase Period, unless the Participant elects to withdraw from the Plan as provided in Section 9. A Participant’s enrollment documents will remain in effect for successive Purchase Periods unless the Participant elects to withdraw from the Plan as provided in Section 9, or timely submits new enrollment documents to change the rate of payroll deductions for a subsequent Purchase Period in accordance with rules established by the Committee.

(b) Payroll Deduction Account. For each payroll for which the Participant has elected to make Contributions to the Plan by means of payroll deduction or otherwise (as approved by the Committee), the Committee will credit the amount of each Participant’s Contributions to the Participant’s Payroll Deduction Account. A Participant may not make any additional payments to the Participant’s Payroll Deduction Account, except as expressly provided in the Plan or as authorized by the Committee.

(c) No Changes to Payroll Deductions. A Participant may discontinue his participation in the Plan as provided in Section 9, but may not make any other change during a Purchase Period and, specifically, a Participant may not alter the amount of his payroll deductions for that Purchase Period.

(d) Continued Contributions and Participation. So long as a Participant remains an Employee of the Company or a Designated Subsidiary, Contributions shall continue in effect from Purchase Period to Purchase Period, unless: (i) at least fifteen (15) days prior to the first day of the next succeeding Purchase Period the Participant elects a different Contribution in accordance with procedures established by the Committee; or (ii) the Participant withdraws from the Plan in accordance with Section 9 or terminates employment in accordance with Section 10 hereof.

(e) No Interest. No interest or other earnings will accrue on a Participant’s Contributions to the Plan.

(f) Non-U.S. Contributions. In countries where payroll deductions are not permissible or feasible, the Committee may, in its sole discretion, permit an Employee to participate in the Plan by alternative means. Except as otherwise specified by the Committee, Contributions (including payroll deductions) made with respect to Employees paid in currencies other than U.S. dollars will be accumulated in local currency and converted to U.S. dollars as of the Purchase Date.

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Section 7
STOCK PURCHASES

(a) Automatic Purchase. Effective as of the close of business on each Purchase Date, but subject to the limitations of Section 8, each Participant will be deemed, without further action, to have automatically purchased the number of whole Shares that the Participant’s Payroll Deduction Account balance can purchase at the Purchase Price on that Purchase Date and such Shares will be considered to be issued and outstanding. Except as otherwise specified by the Committee, any amounts that are not sufficient to purchase a whole Share will be (i) retained in the Participant’s Payroll Deduction Account for the subsequent Purchase Period or (ii) returned to the each Participant who is not eligible or has elected not to participate in the following Purchase Period.

(b) Delivery of Shares. Purchased Shares shall be credited in book entry form as soon as practicable after each Purchase Date to an account administered by a designated custodian, bank or financial institution. At any time, a Participant may request issuance of a stock certificate representing all or a portion of the Shares (in a whole number) held in such Participant’s account; provided, however, that the Committee may require that Shares be retained by the account administrator for a specified period of time and may restrict dispositions during that period, and the Committee may establish other procedures to permit tracking of disqualifying dispositions of the Shares or to restrict transfer of the Shares. A Participant shall not be permitted to pledge, transfer, or sell Shares until they are issued in certificate form or book entry, except as otherwise permitted by the Committee and subject to the Company’s policies regarding securities trading.

(c) Notice Restrictions. The Committee may require, as a condition of participation in the Plan, that each Participant agree to notify the Company if the Participant sells or otherwise disposes of any Shares within two years of the Offering Date or one year of the Purchase Date for the Purchase Period in which the Shares were purchased.

(d) Shareholder Rights. A Participant will have no interest or voting right in a Share until a Share has been purchased on the Participant’s behalf under the Plan.

Section 8
LIMITATION ON PURCHASES

(a) Limitations on Aggregate Shares Available During a Purchase Period. With respect to each Purchase Period, the Committee, at its discretion, may specify the maximum number of shares of Common Stock that may be purchased or such other limitations that it may deem appropriate, subject to the aggregate number of shares authorized under Section 12 of this Plan. If the number of shares of Common Stock for which options are exercised exceeds the number of shares available in any Purchase Period under the Plan, the shares available for exercise shall be allocated by the Committee pro rata among the Participants in the Purchase Period in proportion to the relative amounts credited to their accounts. Any amounts not thereby applied to the

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purchase of shares of Common Stock under the Plan shall be refunded to the Participants after the end of the Purchase Period, without interest.

(b) Limitations on Participant Purchases. Participant purchases are subject to the following limitations:

(1) Purchase Period Limitation. Subject to the calendar year limits provided in (2) below, the maximum number of Shares that a Participant will have the right to purchase in any Purchase Period will be determined by dividing (i) $25,000 by (ii) the Fair Market Value of one Share on the Offering Date for such Purchase Period.

(2) Calendar Year Limitation. No right to purchase Shares under the Plan will be granted to an Employee if such right, when combined with all other rights and options granted under all of the Code Section 423 employee stock purchase plans of the Company, its Subsidiaries or any parent corporation (within the meaning of Code Section 424(e)), would permit the Employee to purchase Shares with a Fair Market Value (determined at the time the right or option is granted) in excess of $25,000 for each calendar year in which the right or option is outstanding at any time, determined in accordance with Code Section 423(b)(8).

(c) Refunds. As of the first Purchase Date on which this Section limits a Participant’s ability to purchase Shares, the Participant’s payroll deductions will terminate, and the unused balance will (i) remain in the Participant’s Payroll Deduction Account or (ii) be returned to any Participant who is not eligible or has elected not to participate in the following Purchase Period.

Section 9
WITHDRAWAL FROM PARTICIPATION

Except for any Participant who is deemed to be an Insider, a Participant may cease participation in a Purchase Period at any time prior to the Purchase Date and withdraw all, but not less than all, of the Contributions credited to the Participant’s Payroll Deduction Account by providing at least 15 days’ prior written notice in the form and manner prescribed by the Committee. Partial cash withdrawals shall not be permitted. Any Participant who is deemed to be an Insider may not make a cash withdrawal under this Section 9. If a Participant elects to withdraw, the Participant may not make any further Contributions to the Plan for the purchase of Shares during that Purchase Period. A Participant’s voluntary withdrawal during a Purchase Period will not have any effect upon the Participant’s eligibility to participate in the Plan during a subsequent Purchase Period.

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Section 10
EMPLOYMENT TERMINATION

(a) Termination Other Than Death, Disability or Retirement. If a Participant’s employment with the Company or a Designated Subsidiary terminates for any reason other than death, Disability or Retirement, the Participant will cease to participate in the Plan and the Company or its designee will refund the balance in the Participant’s Payroll Deduction Account.

(b) Termination Due to Death. In the event of a Participant’s death, at the election of the Participant’s legal representative, the Participant’s Payroll Deduction Account balance will be (i) distributed to the Participant’s estate, or (ii) held until the end of the Purchase Period and applied to purchase Shares in accordance with Section 7. Section 10(b)(ii) shall apply in the event the Participant’s estate fails to make a timely election pursuant to rules established by the Committee.

(c) Termination Due to Disability or Retirement. If a Participant’s employment with the Company or a Designated Subsidiary terminates during a Purchase Period due to Disability or Retirement before the Purchase Date for such Purchase Period, then, at the Participant’s election, the Participant’s Payroll Deduction Account balance will either be (i) distributed to the Participant, or (ii) held until the end of the Purchase Period and applied to purchase Shares in accordance with Section 7. Section 10(c)(ii) shall apply in the event the Participant fails to make a timely election pursuant to rules established by the Committee.

(d) Leaves of Absence. The Committee may establish administrative policies regarding a Participant’s rights to continue to participate in the Plan in the event of such Participant’s leave of absence.

(e) Stock Certificate. In the event of a Participant’s termination of employment for any reason, a stock certificate representing all of the Shares (in a whole number) held in such Participant’s account will be issued to the Participant, or in the event of his death or Disability, his legal representative, as soon as administratively practicable.

Section 11
PLAN ADMINISTRATION AND AMENDMENTS

The Plan will be administered by the Committee, which will be appointed by the Board. The Committee will be the Compensation Committee of the Board unless the Board appoints another committee to administer the Plan; provided, however, that such committee shall satisfy the independence requirements under Section 16 of the Securities Exchange Act of 1934, as amended, and as prescribed by any stock exchange on which the Company lists its Common Stock.

Subject to the express provisions of the Plan, the Committee will have the discretionary authority to interpret the Plan; to take any actions necessary to implement the Plan; to prescribe, amend,

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and rescind rules and regulations relating to the Plan; and to make all other determinations necessary or advisable in administering the Plan. All such determinations will be final and binding upon all persons. The Committee may request advice or assistance or employ or designate such other persons as are necessary for proper administration of the Plan.

Section 12
RESERVED SHARES

Subject to adjustments as provided in Section 13, the maximum number of Shares available for purchase on or after the Effective Date is 650,000 shares. Shares issued under the Plan may be Shares of original issuance, Shares held in treasury, or Shares that have been reacquired by the Company.

Section 13
CAPITAL CHANGES

In the event of a Corporate Transaction, other than a Corporate Transaction in which the Company is not the surviving corporation, the number and kind of shares of stock or securities of the Company to be subject to the Plan, the maximum number of shares or securities that may be delivered under the Plan, and the selling price and other relevant provisions of the Plan will be appropriately adjusted by the Committee, whose determination will be binding on all persons. If the Company is a party to a Corporate Transaction in which the Company is not the surviving corporation, the Committee may take such actions with respect to the Plan as the Committee deems appropriate.

Section 14

AMENDMENT OR TERMINATION OF THE PLAN

The Board in its sole discretion, may suspend or terminate the Plan, or amend the Plan in any respect; provided, however, that the stockholders of the Company must approve any amendment that would increase the number of Shares that may be issued under the Plan pursuant to options intended to qualify under Code Section 423 (other than an increase merely reflecting a change in capitalization of the Company pursuant to Section 13) or a change in the designation of any corporations (other than a Subsidiary) whose employees become Employees under the Plan.

The Plan and all rights of Employees under the Plan will terminate: (a) on the Purchase Date on which Participants become entitled to purchase a number of Shares greater than the number of reserved Shares remaining available for purchase as set forth in Section 12, or (b) at any date at the discretion of the Board; provided, however, in no event shall the Plan remain in effect beyond ten years from the Effective Date. In the event that the Plan terminates under circumstances

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described in (a) above, reserved Shares remaining as of the termination date will be made available for purchase by Participants on the Purchase Date on a pro rata basis based on the amount credited to each Participant’s Payroll Deduction Account. Upon termination of the Plan, each Participant will receive the balance in the Participant’s Payroll Deduction Account.

Section 15

REGULATORY AND TAX COMPLIANCE

The Plan, the grant and exercise of the rights to purchase Shares under the Plan, and the Company’s obligation to sell and deliver Shares upon the exercise of rights to purchase Shares, will be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or government agency as may, in the opinion of counsel for the Company, be required or desirable. The Plan is intended to comply with Rule 16b-3 under the U.S. Securities Exchange Act of 1934, as amended. Any provision inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan. The Committee may withhold from any payment due under the Plan or take any other action it deems appropriate to satisfy any federal, state or local tax withholding requirements.

Section 16

NON-U.S. JURISDICTIONS

The Committee may, in its sole discretion, adopt such rules or procedures to accommodate the requirements of local laws of non-U.S. jurisdictions, including rules or procedures relating to the handling of payroll deductions, conversion of local currency, payroll taxes and withholding procedures, as the Committee in its sole discretion deems appropriate. The Committee may also adopt rules and procedures different from those set forth in the Plan applicable to Participants who are employed by specific Designated Subsidiaries or at certain non-U.S. locations that are not intended to be within the scope of Code Section 423, subject to the provisions of Section 12, and may where appropriate establish one or more sub-plans for this purpose.

Section 17

MISCELLANEOUS

(a) Nontransferability. Except by the laws of descent and distribution, no benefit provided hereunder, including an option to purchase shares of Common Stock, shall be subject to alienation, assignment, or transfer by a Participant (or by any person entitled to such benefit pursuant to the terms of this Plan), nor shall it be subject to attachment or other legal process of whatever nature, and any attempted alienation, assignment, attachment, or transfer shall be void and of no effect whatsoever and, upon any such attempt, the benefit shall terminate and be of no force or effect. During a Participant’s lifetime, options granted to the Participant shall be

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exercisable only by the Participant. Shares of Common Stock shall be delivered only to the Participant or, in the event of his death, his properly designated beneficiary entitled to receive the same or, in the absence of such designation, to the executor, administrator or other legal representative of the Participant’s estate.

(b) Tax Withholding. The Company or any Designated Subsidiary shall have the right to withhold from all payments hereunder any federal, state, local, or non-U.S. income, social insurance, or other taxes that it deems are required by law to be withheld with respect to such payments. If such withholding is insufficient to satisfy such Federal, state, local or non-U.S. taxes, the Participant shall be required to pay to the Company or Designated Subsidiary, as the case may be, such amount required to be withheld or make such other arrangements satisfactory to the Company or such Designated Subsidiary, as the Committee shall determine.

(c) No Employment Right. Nothing contained in this Plan nor any action taken hereunder shall be construed as giving any right to any individual to be retained as an officer or Employee of the Company or any other employer or subsidiary or affiliate of the Company.

(d) No Rights as Shareholder. A Participant shall not be considered a shareholder with respect to shares of Common Stock to be purchased until the Purchase Date. Thus, a Participant shall not have a right to any dividend or distribution on Shares subject to purchase during a Purchase Period.

(e) Relationship to Other Benefits. It is not intended that any rights or benefits provided under this Plan be considered part of normal or expected compensation for purposes of calculating any severance, redundancy, termination indemnity, end of service awards, pension, retirement, profit sharing, or group insurance plan or similar benefits or payments. No payment under this Plan shall be taken into account in determining any benefits under any severance, redundancy, termination indemnity, end of service awards, pension, retirement, profit sharing, or group insurance plan of the Company or any Designated Subsidiary or subsidiary or affiliate of the Company.

(f) Expenses. The expenses of implementing and administering this Plan shall be borne by the Company. Any brokerage fees for the subsequent transfer or sale of Shares acquired under this Plan shall be paid by the Participant (or his beneficiary or estate, if applicable).

(g) Titles and Headings. The titles and headings of the Sections and subsections in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings, shall control.

(h) Application of Funds. All funds received by the Company under the Plan shall constitute general funds of the Company.

(i) Nonexclusivity of Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

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(j) Duration of Plan. Notwithstanding any provision in the Plan, no options shall be granted hereunder prior to stockholder approval. No Purchase Period may commence and no further options may be granted under the Plan after 10 years from the Effective Date of the Plan. The Plan shall remain in effect until all options granted under the Plan have been exercised or expired, vested or forfeited, and/or satisfied or expired.

(k) Governing Law. The Plan will be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to that State’s choice of law rules, except to the extent preempted by the laws of the United States or a foreign jurisdiction.

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EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

     This INDEMNIFICATION AGREEMENT made and entered into as of                      (“Agreement”), by and between EXTERRAN HOLDINGS, INC., a Delaware corporation (“Company”), and                      (“Indemnitee”).

W I T N E S S E T H:

     WHEREAS, highly skilled and competent persons are becoming more reluctant to serve public corporations as directors or officers unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of a corporation; and

     WHEREAS, uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons; and

     WHEREAS, the Board of Directors has determined that the inability to attract and retain such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and

     WHEREAS, while the Amended and Restated Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company, the Bylaws and the General Corporation Law of the State of Delaware (the “DGCL”) expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and its directors, officers and other persons with respect to indemnification; and

     WHEREAS, Indemnitee does not regard the protection available under the Bylaws and through insurance as adequate in the present circumstances, and may not be willing to serve as an officer, director, employee or agent without adequate protection, and the Company desires Indemnitee to serve in one or more such capacities; and

     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify Indemnitee to the fullest extent permitted by applicable law so that Indemnitee will serve or continue to serve the Company free from undue concern that Indemnitee will not be so indemnified; and

     WHEREAS, Indemnitee is willing to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and

     WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

     Section 1. Services by Indemnitee. Indemnitee agrees to serve as a director, officer, employee or agent of the Company. This Agreement does not create or otherwise establish any right on the part of Indemnitee to be and continue to be nominated to be a director, officer, employee or agent of the Company and does not create an employment contract between the Company and Indemnitee.

     Section 2. Indemnification. The Company shall indemnify Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof or as such laws may from time to time be amended. Without diminishing the scope of the indemnification provided by this Section 2, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights, except to the extent expressly prohibited by applicable law.

     Section 3. Action or Proceeding Other Than an Action by or in the Right of the Company. Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if Indemnitee is a party to or participant in or is threatened to be made a party to or participant in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary of any other entity or by reason of anything done or not done by him or her in any such capacity. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against expenses (including attorneys’ fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof or any claim, issue or matter therein), if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

     Section 4. Actions by or in the Right of the Company. Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if Indemnitee is a person who was or is made a party to or participant in or is threatened to be made a party to or participant in any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary of any other entity by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in connection

with such action or suit (including, but not limited to, the investigation, defense, settlement or appeal thereof or any claim, issue or matter therein) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no such indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

     Section 5. Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 3 or 4 hereof, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. For purposes of this Section and Section 6 below, and without limitation, the termination of any claim, issue or matter in any such action, suit or proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

     Section 6. Partial Indemnification. If Indemnitee is only partially successful in the defense, investigation, settlement or appeal of any action, suit, investigation or proceeding described in Section 4 hereof, and as a result is not entitled under Section 5 hereof to indemnification by the Company for the total amount of the expenses (including attorneys’ fees and disbursements), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee, the Company shall nevertheless indemnify Indemnitee, as a matter of right pursuant to Section 5 hereof, to the extent Indemnitee has been partially successful. If the Indemnitee is only partially successful in any such action, suit, investigation or proceeding, the Company shall also indemnify Indemnitee, to the fullest extent permitted by applicable law, against all expenses (including attorneys’ fees and disbursements) reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which the Indemnitee was successful.

     Section 7. Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status (as hereinafter defined), a witness in any proceeding, Indemnitee shall be indemnified by the Company against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

     Section 8. Additional Indemnification.

     (a) Notwithstanding any limitation in Sections 3, 4, 5 or 6 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any action, suit or proceeding (including any action, suit or proceeding by or in the right of the Company to procure a judgment in its favor) against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the action, suit or proceeding.

     (b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

     (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

     (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

     Section 9. Exclusions. Notwithstanding any provision of this Agreement, the Company shall not be obligated under this Agreement to make any indemnity (and, with respect to clause (c) below, advancement of expenses) in connection with any claim made against Indemnitee:

     (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

     (b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as hereinafter defined) or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), or

     (c) except as provided in Section 13 of this Agreement, in connection with any action, suit or proceeding (or any part thereof) initiated by Indemnitee, including any action, suit or proceeding (or any part thereof) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors authorized the action, suit or proceeding (or any part thereof) prior to its initiation or (ii) the Company provides the indemnification or advancement of expenses, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

     Section 10. Determination of Entitlement to Indemnification.

     (a) Upon written request by Indemnitee for indemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons who shall be empowered to make such determination: (i) if a Change of Control shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (ii) if a Change of Control shall not have

occurred, (A) by the Board of Directors, by a majority vote of the Disinterested Directors (as hereinafter defined) even if less than a quorum; or (B) if there are no such Disinterested Directors or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (C) if so directed by the Board of Directors, by the stockholders of the Company. Such determination of entitlement to indemnification shall be made not later than 60 days after receipt by the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. To the fullest extent not prohibited by law, any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among such claims, issues or matters.

     (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined herein, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the action, suit or proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13 of this Agreement, Independent Counsel shall be discharged

and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

     Section 11. Presumptions and Effect of Certain Proceedings.

     (a) The Secretary of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 10 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested indemnification within 60 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, to the fullest extent not prohibited by law and absent actual and material fraud in the request for indemnification; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons so empowered to make the determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 11 shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 10(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) of this Agreement. The termination of any action, suit, investigation or proceeding described in Section 3 or 4 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (x) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful; or (y) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein or by applicable law.

     (b) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company and/or its affiliates, including financial statements, or on information supplied to Indemnitee by the officers of the Company and/or its affiliates in the course of their duties, or on the advice of legal counsel for the Company and/or its affiliates or on information or records given or reports made to the Company and/or its affiliates by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Company and/or an affiliate thereof. The provisions of this Section 11(b) shall not be deemed to

be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

     (c) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any affiliate thereof shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

     Section 12. Advancement of Expenses. All reasonable expenses incurred by Indemnitee (including attorneys’ fees, retainers and advances of disbursements required of Indemnitee) in defending or otherwise participating in (including as a witness) any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, at the request of Indemnitee within twenty days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time (whether prior to or after final disposition of any action, suit or proceeding). Such statement or statements shall reasonably evidence the expenses incurred by Indemnitee in connection therewith. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking by or on behalf of Indemnitee to repay such advances if it is ultimately determined that Indemnitee is not entitled to be indemnified against such expenses and costs by the Company as provided by this Agreement or otherwise. All advances provided to Indemnitee hereunder shall be unsecured and interest free, and such advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee’s entitlement to such expenses shall include those incurred in connection with any proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to Section 13 of this Agreement. The Company shall have the burden of proof in any determination under this Section 12.

     Section 13. Remedies of Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Section 10 or 11, or if expenses are not advanced pursuant to Section 12, Indemnitee shall be entitled to a final adjudication in the Delaware Court of Chancery. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 10 or 11 hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the

court or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder, the Company shall, to the fullest extent not prohibited by applicable law, pay all expenses (including attorneys’ fees and disbursements) actually incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

     Section 14. Other Rights to Indemnification. The indemnification and advancement of expenses (including attorneys’ fees) provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any provision of the by-laws, agreement, provision of the Certificate of Incorporation, as amended, vote of stockholders or Disinterested Directors, provision of law, or otherwise; provided, however, that this Agreement supersedes any other Agreement that has been entered into between the Company and the Indemnitee which has as its principal purpose the indemnification by the Company of Indemnitee.

     Section 15. Attorneys’ Fees and Other Expenses To Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Company and shall be indemnified by the Company against, any actual expenses for attorneys’ fees and disbursements reasonably incurred by Indemnitee, provided that in bringing the advancement action, Indemnitee acted in good faith.

     Section 16. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) six (6) years after the date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the Company or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise or (b) one (1) year after the final termination of any proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of expenses hereunder and of any proceeding commenced by Indemnitee pursuant to this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns (including any transferee of all or substantially all of its assets and any successor by merger of operation of law) and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devises, executors, administrators or other legal representatives.

     Section 17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not

themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

     Section 18. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

     Section 19. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

     Section 20. Definitions. For purposes of this Agreement:

          (a) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

          (b) “Change of Control” of the Company shall mean:

     (i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), any acquisition by any Person pursuant to a transaction which complies with clause (A) of subsection (iii) of this definition shall not constitute a Change of Control; or

     (ii) Individuals, who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered for purposes of this definition as though such individual was a member of the Incumbent Board, but excluding, for these purposes, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

     (iii) The consummation of a reorganization, merger or consolidation involving the Company or any of its subsidiaries, or the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than to an entity wholly owned, directly or indirectly, by the Company) (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Resulting Corporation in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Corporate Transaction. Notwithstanding the foregoing, neither the sale, lease or other disposition of assets by the Company or its subsidiaries to the Partnership or its subsidiaries or their successors nor the sale, lease or other disposition of any interest in the Partnership, its general partner or its subsidiaries or their successors shall, in and of itself, constitute a Change of Control for purposes of this Agreement.

          (c) “Corporate Status” shall mean the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or any majority-owned subsidiary or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.

          (d) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the action, suit, investigation or proceeding in respect of which indemnification is being sought by Indemnitee.

          (e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          (f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a

conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

          (g) “Partnership” shall mean Exterran Partners, L.P. (formerly named Universal Compression Partners, L.P.).

          (h) “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

          (i) “Resulting Corporation” means (1) the Company or its successor, or (2) if as a result of a Corporate Transaction the Company or its successor becomes a subsidiary of another entity, then such entity or the parent of such entity, as applicable, or (3) in the event of a Corporate Transaction involving the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, then the transferee of such assets or the parent of such transferee, as applicable, in such Corporate Transaction.

     Section 21. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

     Section 22. Notice by Indemnitee. (a) Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification covered hereunder, either civil, criminal, administrative, investigative or otherwise, provided, however, that the failure to so notify the Company will not relieve the Company from any liability it may have to Indemnitee except to the extent that such failure materially prejudices the Company’s ability to defend such claim. With respect to any such action, suit, proceeding, inquiry or investigation as to which Indemnitee notifies the Company of the commencement thereof:

               (i) The Company will be entitled to participate therein at its own expense; and

               (ii) Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than

reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit, proceeding, inquiry or investigation, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee and not subject to indemnification hereunder unless (x) the employment of counsel by Indemnitee has been authorized by the Company; (y) in the reasonable opinion of counsel to Indemnitee there is or may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action; or (z) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company.

               (b) Neither the Company nor the Indemnitee shall settle any claim without the prior written consent of the other (which shall not be unreasonably withheld).

     Section 23. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or if (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

     (i) If to Indemnitee, to the address set forth below his or her signature.

     (ii) If to the Company to:

Exterran Holdings, Inc.
4444 Brittmoore
Houston, Texas 77041
Attn: Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

     Section 24. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such action, suit or proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such action, suit or proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

     Section 25. Governing Law; Consent to Jurisdiction. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of

the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant hereto, the Company and Indemnitee hereby irrevocably and unconditionally (i) consent to the exclusive jurisdiction and venue of the federal and state courts located in Houston, Texas, for any action or proceeding arising out of or in connection with this Agreement, and agree that any such action or proceeding shall not be heard in any other state or federal court in the United States of America or any court in any other country, (ii) waive any objection to the laying of venue of any such action or proceeding in any such federal or state court located in Houston, Texas, (iii) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in any such court has been brought in an improper or inconvenient forum, (iv) waive the right to trial by jury in any such action or proceeding, and (v) consent to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 23.

     Section 26. Enforcement.

     (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the Company (or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise), and the Company acknowledges that Indemnitee is relying upon this Agreement in serving the Company in such capacity.

     (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation of the Company, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

     Section 27. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

EXTERRAN HOLDINGS, INC.
By:
	Name:
	Title:
[NAME] (Signature)
Address:

  EX-10.3 4 h49421exv10w3.htm SENIOR SECURED CREDIT AGREEMENT

EXHIBIT 10.3

SENIOR SECURED CREDIT AGREEMENT

Dated as of August 20, 2007

Among

EXTERRAN HOLDINGS, INC.,

as US Borrower and Canadian Guarantor,

EXTERRAN CANADA, LIMITED PARTNERSHIP,

as Canadian Borrower,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as US Administrative Agent,

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),

as Canadian Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH AND

FORTIS CAPITAL CORP.,

as Documentation Agents,

AND

THE LENDERS SIGNATORY HERETO

Arranged by:

WACHOVIA CAPITAL MARKETS, LLC AND J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Runners

$1,650,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

	Page
ARTICLE I Definitions and Accounting Matters		2
Section 1.01 Terms Defined Above		2
Section 1.02 Certain Defined Terms		2
Section 1.03 Accounting Terms and Determinations		36
Section 1.04 Terms Generally; Rules of Construction		36
ARTICLE II Commitments		37
Section 2.01 Loans and Letters of Credit		37
Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit		42
Section 2.03 Changes of Commitments		44
Section 2.04 Fees		49
Section 2.05 Several Obligations		50
Section 2.06 Notes		50
Section 2.07 Prepayments		51
Section 2.08 Lending Offices		53
Section 2.09 Assumption of Risks		53
Section 2.10 Obligation to Reimburse and to Prepay		54
Section 2.11 Bankers’ Acceptances and BA Equivalent Loans		57
ARTICLE III Payments of Principal and Interest		62
Section 3.01 Repayment of Loans		62
Section 3.02 Interest		63
ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc.		65
Section 4.01 Payments		65
Section 4.02 Pro Rata Treatment		66
Section 4.03 Computations		66
Section 4.04 Agent Reliance		67
Section 4.05 Set-off, Sharing of Payments, Etc.		67
Section 4.06 Taxes		68
ARTICLE V Capital Adequacy		72
Section 5.01 Additional Costs		72
Section 5.02 Limitation on US Dollar LIBOR Loans		74
Section 5.03 Illegality		74
Section 5.04 US Dollar Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03		75
Section 5.05 Compensation		75
Section 5.06 Replacement Lenders		76
ARTICLE VI Conditions Precedent		77
Section 6.01 Initial Funding Date Effectiveness		77
Section 6.02 Loans and Letters of Credit		81

-i-

	Page
Section 6.03 Conditions Precedent to Commitment Increases and Additional Term Loans
		81
ARTICLE VII Representations and Warranties of US Borrower		82
Section 7.01 Legal Existence		82
Section 7.02 Financial Condition		82
Section 7.03 Litigation		83
Section 7.04 No Breach		83
Section 7.05 Authority		83
Section 7.06 Approvals		84
Section 7.07 Use of Loans		84
Section 7.08 ERISA		84
Section 7.09 Taxes		85
Section 7.10 Titles, Etc.		85
Section 7.11 No Material Misstatements		85
Section 7.12 Investment Company Act		86
Section 7.13 Anti-Terrorism Law		86
Section 7.14 Subsidiaries		86
Section 7.15 Location of Business and Offices		87
Section 7.16 Defaults		87
Section 7.17 Environmental Matters		87
Section 7.18 Compliance with the Law		88
Section 7.19 Hedging Agreements		88
Section 7.20 Restriction on Liens		88
ARTICLE VIII Representations and Warranties of Canadian Borrower		88
Section 8.01 Legal Existence		88
Section 8.02 No Breach		89
Section 8.03 Authority		89
Section 8.04 Approvals		89
Section 8.05 Defaults		89
Section 8.06 Income Tax Act (Canada)		89
Section 8.07 Use of Loans		90
Section 8.08 Canadian Taxes		90
Section 8.09 Location of Business; Names		90
Section 8.10 Canadian Welfare and Pension Plans		90
ARTICLE IX Affirmative Covenants		91
Section 9.01 Reporting Requirements		91
Section 9.02 Litigation		92
Section 9.03 Maintenance, Etc.		92
Section 9.04 Environmental Matters		93
Section 9.05 Further Assurances		94
Section 9.06 Performance of Obligations		94
Section 9.07 Collateral and Guaranties		94
Section 9.08 Notice of an ERISA Event		99
Section 9.09 Ownership of the General Partner		99
Section 9.10 Existing Indebtedness		99

-ii- 

	Page
ARTICLE X Negative Covenants		100
Section 10.01 Debt		100
Section 10.02 Liens		102
Section 10.03 Investments		103
Section 10.04 Dividends, Distributions and Redemptions		104
Section 10.05 Subsidiaries		104
Section 10.06 Nature of Business		105
Section 10.07 The General Partner		105
Section 10.08 Mergers, Etc.		105
Section 10.09 Proceeds of Loans; Letters of Credit		105
Section 10.10 Negative Pledge Agreements		105
Section 10.11 Sale or Discount of Receivables		106
Section 10.12 Fiscal Year Change		106
Section 10.13 Certain Financial Covenants		106
Section 10.14 Sale of Properties		106
Section 10.15 Environmental Matters		108
Section 10.16 Transactions with Affiliates		108
ARTICLE XI Events of Default; Remedies		109
Section 11.01 Events of Default		109
Section 11.02 Remedies		111
Section 11.03 Letters of Credit		113
ARTICLE XII The Administrative Agent		114
Section 12.01 Appointment, Powers and Immunities of the Administrative Agents		114
Section 12.02 Reliance by the Administrative Agents		115
Section 12.03 Defaults		115
Section 12.04 Rights as a Lender		115
Section 12.05 Indemnification		115
Section 12.06 Non-Reliance on the Administrative Agents and other Lenders		116
Section 12.07 Action by the Administrative Agents		116
Section 12.08 Resignation or Removal of the Administrative Agents		117
Section 12.09 Notification by US Administrative Agent		117
Section 12.10 Syndication Agent, Joint Lead Arrangers, Joint Book Runners, Documentation Agents		118
ARTICLE XIII Miscellaneous		118
Section 13.01 Waiver		118
Section 13.02 Notices		118
Section 13.03 Payment of Expenses, Indemnities, etc.		119
Section 13.04 Amendments, Etc.		121
Section 13.05 Successors and Assigns		122
Section 13.06 Assignments and Participations		122
Section 13.07 Invalidity		124

-iii- 

	Page
Section 13.08 Counterparts		124
Section 13.09 USA Patriot Act Notice		125
Section 13.10 Survival		125
Section 13.11 Restatement		125
Section 13.12 No Oral Agreements		125
Section 13.13 Governing Law; Submission to Jurisdiction		125
Section 13.14 Interest		126
Section 13.15 Confidentiality		127
Section 13.16 Effectiveness		128
Section 13.17 Exculpation Provisions		128
Section 13.18 Hedging Agreements and Treasury Management Agreements		129
ARTICLE XIV GUARANTY		129
Section 14.01 The Guaranty		129
Section 14.02 Subrogation		130

EXHIBITS AND SCHEDULES

Exhibit A-1	-	Form of US Revolving Note
Exhibit A-2	-	Form of Canadian Revolving Note
Exhibit A-3	-	Form of Term Note
Exhibit A-4	-	Form of BA Equivalent Note
Exhibit B-1	-	Form of US Borrowing, Continuation and Conversion Request
Exhibit B-2	-	Form of Canadian Borrowing, Continuation and Conversion Request
Exhibit C-1	-	Form of Compliance Certificate (Condition to Close)
Exhibit C-2	-	Form of Compliance Certificate (Ongoing)
Exhibit D	-	List of Security Instruments
Exhibit E	-	Form of Assignment Agreement
Exhibit F	-	Form of Letter of Credit Application
Exhibit G	-	Form of Account Designation Letter
Exhibit H-1	-	Form of Commitment Increase Certificate
Exhibit H-2	-	Form of Additional Lender Certificate
Schedule 1.02	-	Existing Indebtedness
Schedule 2.01(b)	-	Existing Letters of Credit
Schedule 6.01(j)	-	Excepted Property
Schedule 7.02	-	Liabilities
Schedule 7.03	-	Litigation
Schedule 7.09	-	Taxes
Schedule 7.10	-	Titles, Etc.
Schedule 7.14	-	Subsidiaries
Schedule 7.19	-	Hedging Agreements
Schedule 7.20	-	Restriction on Liens
Schedule 8.08	-	Canadian Taxes
Schedule 8.09	-	Location of Canadian Personal Property
Schedule 9.07(a)	-	US Excluded Collateral

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Schedule 9.07(b)	-	Canadian Excluded Collateral
Schedule 10.01	-	Debt
Schedule 10.02	-	Liens
Schedule 10.03	-	Investments, Loans and Advances
Schedule 10.05	-	Unrestricted Subsidiaries
Schedule 10.14(j)	-	Permitted Property Sales
Schedule 10.16	-	Transactions with Affiliates

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     THIS SENIOR SECURED CREDIT AGREEMENT dated as of August 20, 2007, is among: EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower” and sometimes referred to herein as “Holdco”, and in its capacity as guarantor of the Canadian Tranche Loans, a “Canadian Guarantor”); EXTERRAN CANADA, LIMITED PARTNERSHIP (formerly, Universal Compression Canada, Limited Partnership), a Nova Scotia limited partnership (the “Canadian Borrower”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as US administrative agent for the Lenders (herein, together with its successors in such capacity, the “US Administrative Agent” and sometimes referred to herein as “Wachovia”); WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), individually and as Canadian administrative agent for the Lenders (herein, together with its successors in such capacity, the “Canadian Administrative Agent”); JPMORGAN CHASE BANK, N.A., individually and as syndication agent (herein, together with its successors in such capacity, the “Syndication Agent” and sometimes referred to herein as “JPMorgan”); WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Securities”) and J.P. MORGAN SECURITIES INC. (“JPMSI” and together with Wachovia Securities and their successors in such capacity, the “Joint Lead Arrangers” and “Joint Book Runners”); BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and FORTIS CAPITAL CORP. (together with their successors in such capacity, the “Documentation Agents”); and each of the lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 13.06 (individually, together with its successors and assigns, a “Lender” and, collectively, the “Lenders”).

R E C I T A L S

     A. On February 5, 2007, Hanover Compressor Company (“Hanover”), Universal Compression Holdings, Inc. (“Holdings”), Holdco (formerly known as Iliad Holdings, Inc.), Hector Sub, Inc. (“Hanover Merger Subsidiary”) and Ulysses Sub, Inc. (“Universal Merger Subsidiary”) entered into that certain Agreement and Plan of Merger, as amended (the “Merger Agreement”) pursuant to which the parties contemplate a merger and after such merger Holdings will merge into the US Borrower with the US Borrower being the surviving entity (collectively, the “Merger”).

     B. As contemplated in the Merger Agreement, on the effective date of the Merger (“Merger Effective Date”), Holdings shall merge with and become the surviving entity of Universal Merger Subsidiary and Hanover shall merge with and become the surviving entity of Hanover Merger Subsidiary. Thereupon, the US Borrower shall merge with and become the surviving entity of Holdings.

     C. In connection with the Merger, the Borrowers have requested the Lenders to provide certain loans to and extensions of credit on behalf of the Borrowers.

     D. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.

     E. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

ARTICLE I

Definitions and Accounting Matters

     Section 1.01 Terms Defined Above. As used in this Senior Secured Credit Agreement, the terms “Canadian Administrative Agent,” “Canadian Borrower,” “Documentation Agent,” “Hanover,” “Hanover Merger Subsidiary,” “Holdco,” “Holdings,” “Joint Book Runners,” “Joint Lead Arrangers,” “JPMorgan,” “JPMSI,” “Lender,” “Lenders,” “Merger,” “Merger Agreement,” “Merger Effective Date,” “Syndication Agent,” “Universal Merger Subsidiary,” “US Administrative Agent,” “US Borrower,” “Wachovia” and “Wachovia Securities” shall have the meanings indicated above.

     Section 1.02 Certain Defined Terms. As used herein, the following terms shall have the following meanings (all terms defined in this ARTICLE I or in other provisions of this Senior Secured Credit Agreement in the singular to have equivalent meanings when used in the plural and vice versa):

     “ABS Facility” shall mean that certain $800,000,000 asset backed securitization facility under that certain Indenture dated as of August 20, 2007, between the ABS Subsidiaries and Wells Fargo Bank, National Association, as Indenture Trustee, as amended, modified, supplemented, restated, refinanced or replaced by another limited recourse facility from time to time; provided that the ABS Facility may be increased on a one-time basis by an amount up to $200,000,000 (the “ABS Facility Increase”); provided further that any exercise of a Commitment Increase pursuant to Section 2.03(a) when combined with all previous Commitment Increases exceeds $200,000,000 shall automatically and permanently reduce the availability of the ABS Facility to exceed $800,000,000 by the excess of the total Commitment Increases (including all previous Commitment Increases) over $200,000,000, and if the outstanding amount under the ABS Facility is above $800,000,000, the ABS Facility shall automatically and permanently be reduced by the excess of the total Commitment Increases (including all previous Commitment Increases) over $200,000,000 (but in no event to less than $800,000,000) and any Debt outstanding under the ABS Facility in excess of the amount so reduced shall be promptly repaid.

     “ABS Facility Excess Utilization” shall mean the borrowing of loans under the ABS Facility in excess of $800,000,000 at any time outstanding.

     “ABS Facility Increase” shall have the meaning assigned such term in the definition of ABS Facility.

     “ABS Subsidiary” shall mean Exterran ABS 2007 LLC, Exterran ABS Leasing 2007 LLC and any other Subsidiary certified by the Borrowers to be involved in or created in connection with or as a requirement of the ABS Facility and any Subsidiary of such Subsidiary.

     “Acceptance Date” shall mean any date, which must be a Business Day, on which a Bankers’ Acceptance is or is to be issued or a BA Equivalent Loan is or is to be made.

     “Acceptance Fees” shall mean an amount for each Bankers’ Acceptance and BA Equivalent Loan equal to the product of the Applicable Margin for Acceptance Fees times the Principal Amount of such Bankers’ Acceptance or BA Equivalent Loan times the Term/365.

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     “Accepting Lender” shall mean any Canadian Tranche Revolving Lender that has accepted a Bankers’ Acceptance issued by (or advanced a BA Equivalent Loan to) the Canadian Borrower under this Agreement.

     “Account Designation Letter” shall mean the Notice of Account Designation Letter dated the Initial Funding Date from the US Borrower to the US Administrative Agent in substantially the form attached hereto as Exhibit G.

     “Additional Lender” shall have the meaning assigned such term in Section 2.03(a)(i).

     “Additional Lender Certificate” shall have the meaning assigned such term in Section 2.03(a)(ii)(C).

     “Additional Term Loan Borrowing” shall mean a Borrowing comprised of Additional Term Loans.

     “Additional Term Loan Commitment” shall mean, with respect to each Additional Term Loan Lender, the commitment of such Additional Term Loan Lender to make Additional Term Loans pursuant to Section 2.01(a)(v), as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.03(c) or 5.06 or ARTICLE XI, (b) increased from time to time pursuant to Section 2.03(a) or (c) modified from time to time to reflect any Assignments permitted under Section 13.06(b). The amount of each Additional Term Loan Lender’s Additional Term Loan Commitment shall be the amount as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent.

     “Additional Term Loan Lender” shall mean a Term Loan Lender making an Additional Term Loan.

     “Additional Term Loans” shall have the meaning assigned such term in Section 2.01(a)(v).

     “Adjusted EBITDA” shall mean, without duplication, for any Testing Period the sum of (i) EBITDA of the US Borrower and its Consolidated Subsidiaries (excluding all Subsidiary EBITDA) for such Testing Period (excluding transaction expenses incurred in connection with the Merger) and (ii) cash from distributions attributable to the ownership of GP Interests, LP Units and IDRs received by the US Borrower or its Restricted Subsidiaries during such Testing Period, on an Annualized Basis and (iii) cash from distributions attributable to the ownership of Subordinated Units received by the US Borrower and its Restricted Subsidiaries during such Testing Period, on an Annualized Basis; provided that for so long as quarterly distributions on each Subordinated Unit is less than $0.4025 (or such other amount as adjusted pursuant to the EPLP Partnership Agreement), cash from distributions attributable to the ownership of Subordinated Units will be limited to actual cash distributions received by the US Borrower and its Restricted Subsidiaries from the Subordinated Units during such Testing Period. In each case, with respect to (ii) and (iii) above, adjusted for any dividend restrictions imposed on EPLP under its or any of its Subsidiaries’ credit facilities as if such dividend restriction was in effect for the entire Testing Period.

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     “Administrative Agents” shall mean collectively, the US Administrative Agent and the Canadian Administrative Agent.

     “Affected Loans” shall have the meaning assigned such term in Section 5.04.

     “Affiliate” of any Person shall mean (a) any Person directly or indirectly controlled by, controlling or under common control with such first Person, (b) any director or officer of such first Person or of any Person referred to in clause (a) above and (c) if any Person in clause (a) above is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. For purposes of this definition, any Person which owns directly or indirectly 30% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 30% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to “control” (including, with its correlative meanings, “controlled by” and “under common control with”) such corporation or other Person.

     “Agents” shall mean collectively, the Syndication Agent, the Documentation Agents and the Administrative Agents.

     “Aggregate Commitments” shall mean collectively, the Aggregate Revolving Commitments and the Aggregate Term Commitments.

     “Aggregate Credit Exposure” shall mean the aggregate Principal Amount of all Loans and LC Exposure outstanding at such time.

     “Aggregate Revolving Commitments” at any time shall equal the sum of (a) the Aggregate US Tranche Commitments and (b) the Canadian Allocated Aggregate Commitments. The initial Aggregate Revolving Commitments are $850,000,000.

     “Aggregate Term Commitments” at any time shall equal the sum of (a) the Term Commitments of all Term Loan Lenders and (b) the Additional Term Loan Commitments of all Additional Term Loan Lenders. The initial Aggregate Term Commitments are $800,000,000.

     “Aggregate US Tranche Commitments” at any time shall equal the sum of the US Tranche Commitments of all US Tranche Revolving Lenders. The initial Aggregate US Tranche Commitments are $825,000,000.

     “Agreement” shall mean this Senior Secured Credit Agreement, as the same may from time to time be amended or supplemented.

     “Alternate Currency” shall mean such foreign currencies which are readily convertible into US Dollars and are acceptable to the US Administrative Agent.

     “Annualized Basis” shall mean the process of multiplying the amount of the cash distributions received during the US Borrower’s most recent fiscal quarter by four.

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     “Anti-Terrorism Laws” shall have the meaning assigned such term in Section 7.13(a).

     “Applicable Administrative Agent” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche or the Term Loan Facility, the US Administrative Agent and (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Administrative Agent.

     “Applicable Borrower” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche or the Term Loan Facility, the US Borrower and (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Borrower.

     “Applicable Lenders” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche, the US Tranche Revolving Lenders, (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Tranche Revolving Lenders and (c) with respect to a Loan or Borrowing made under the Term Loan Facility, the Term Loan Lenders.

     “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the lending office or branch of such Lender (or a Lender Affiliate) designated for such Type of Loan in its administrative questionnaire on file with the Applicable Administrative Agent or such other offices of such Lender (or of a Lender Affiliate) as such Lender may from time to time specify to the Applicable Administrative Agent and the Applicable Borrower as the office by which its Loans of such Type are to be made and maintained.

     “Applicable Margin” shall mean, with respect to the Revolving Credit Facility and the Term Loan Facility, a percentage per annum determined by reference to the Index Debt Ratings by Moody’s and S&P, respectively, applicable on such date, as set forth below:

	Applicable Margin
	US Dollar LIBOR Loans,
	US Dollar LIBOR	US Dollar Base Rate
	Reference Rate Loans and	Loans and Canadian Prime
Index Debt Rating	Acceptance Fees (bps)	Rate Loans (bps)	Commitment Fees (bps)
Category 1
BBB-/Baa3 or better	65	0	12.5
Category 2
BB+/Ba1	82.5	0	17.5
Category 3
BB/Ba2	100	0	22.5
Category 4
BB-/Ba3	125	25	30
Category 5
B+/B1	150	50	35
Category 6
B/B2 or worse	175	75	35

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     For purposes of determining the Applicable Margin, the US Borrower’s initial Index Debt Rating will be Category 3 until October 1, 2007; and thereafter, the US Borrower’s Index Debt Rating shall be established by Moody’s and S&P. If the Index Debt Ratings established or deemed to have been established by Moody’s and S&P shall fall within different Categories, the Applicable Margin shall be based (i) if the differential is one level, the lower number of the Categories, or (ii) if the differential is more than one level, the Category number immediately higher than the lowest. If the Index Debt Ratings established or deemed to have been established by Moody’s and S&P shall change (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the US Borrower to the US Administrative Agent pursuant to Section 9.01(f) or otherwise. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the US Borrower and the US Tranche Revolving Lenders and to the extent there are Aggregate Term Commitments outstanding, the Term Loan Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating of such agency most recently in effect prior to such change or cessation. For purposes of the foregoing, if both Moody’s and S&P shall not have in effect an Index Debt Rating (other than by reason of the circumstances referred to in the immediately preceding sentence of this definition), then such agencies shall be deemed to have established an Index Debt Rating in Category 6.

     “Assignment” shall have the meaning assigned such term in Section 13.06(b).

     “BA Equivalent Loan” shall mean an advance in Canadian Dollars made by a Canadian Tranche Revolving Lender to the Canadian Borrower evidenced by a BA Equivalent Note.

     “BA Equivalent Note” shall mean a promissory note executed and delivered by the Canadian Borrower to a Canadian Tranche Revolving Lender in substantially the form of Exhibit A-4 or by each Canadian Tranche Revolving Lender pursuant to the power of attorney in Section 2.11(b).

     “BA Exposure” shall mean at any time, with respect to any Accepting Lender, the aggregate Principal Amount of Bankers’ Acceptances and BA Equivalent Loans to be paid by the Canadian Borrower to the Canadian Administrative Agent at the Canadian Principal Office for which the Canadian Borrower has not reimbursed such Accepting Lender.

     “BA Maturity Date” shall mean the date on which a Bankers’ Acceptance is payable or a BA Equivalent Note matures in accordance with Section 2.11(a)(ii).

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     “BA Net Proceeds” shall mean in respect of any Bankers’ Acceptance or BA Equivalent Loan, the amount (rounded to the nearest whole cent with one-half of one cent being rounded up) determined in accordance with the formula set forth below, less the Acceptance Fee applicable to such Bankers’ Acceptance or BA Equivalent Loan. The BA Net Proceeds of any Bankers’ Acceptance or BA Equivalent Loan shall be equal to the Principal Amount of such Bankers’ Acceptance or BA Equivalent Loan times the Price. For purposes of this definition, the “Price” of any Bankers’ Acceptance or BA Equivalent Loan shall equal {1 / [1 + (Bankers’ Acceptance Rate X Term/365)]} and shall be expressed as a decimal and be rounded to the nearest 1/10000 of 1%, with 0.0000005 being rounded up.

     “Bankers’ Acceptance Rate” shall mean in respect of a Bankers’ Acceptance accepted by an Accepting Lender on any date or a BA Equivalent Loan being advanced by such Accepting Lender on any date, (a) for a Canadian Tranche Revolving Lender which is a Major Schedule I Lender, the CDOR Rate and (b) for a Canadian Tranche Revolving Lender which is not a Major Schedule I Lender, the CDOR Rate plus 10 basis points.

     “Bankers’ Acceptances” shall mean bankers’ acceptances denominated in Canadian Dollars in the form of either a depository bill, as defined in the DBNA, or a blank non-interest bearing bill of exchange, as defined in the Bills of Exchange Act (Canada), in either case issued by the Canadian Borrower and accepted by a Canadian Tranche Revolving Lender (and, if applicable, purchased by such Canadian Tranche Revolving Lender) at the request of the Canadian Borrower, such depository bill or bill of exchange to be substantially in the standard form of such Canadian Tranche Revolving Lender.

     “Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “Borrowers” shall mean collectively the US Borrower and the Canadian Borrower.

     “Borrowing” shall mean Loans of the same Type, made, converted or continued on the same date and, in the case of US Dollar LIBOR Loans, and in the case of Bankers’ Acceptances or BA Equivalent Loans, as to which a single Interest Period is in effect.

     “Business Day” shall mean, other than for Letters of Credit, any day other than a day on which commercial banks are authorized or required to close in North Carolina for purposes of the US Tranche and the Term Loan Facility, and in North Carolina and in Calgary or Toronto, Canada for purposes of the Canadian Tranche, and, where such term is used in the definition of “Quarterly Date” or if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a US Dollar LIBOR Loan or a notice by a Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in US Dollar deposits are carried out in the London interbank market. With respect to Letters of Credit, “Business Day” shall mean any day other than a day on which commercial banks are authorized or required to close in the domicility of the respective Issuing Bank and confirming bank.

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     “CAM Exchange” shall mean the exchange of the Lender’s interests provided for in Section 11.02(c).

     “CAM Exchange Date” shall mean the date on which there shall occur an acceleration of Loans pursuant to Section 11.02(a) or Section 11.02(b).

     “CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Credit Exposure of such Lender for all Tranches (determined by the US Dollar Equivalent Amount for its Canadian Tranche Credit Exposure prevailing on the CAM Exchange Date and determined by the US Dollar Equivalent for its LC Exposure in Offshore Currency Letters of Credit prevailing on the CAM Exchange Date) and (b) the denominator shall be the Aggregate Credit Exposure (determined by the US Dollar Equivalent Amount for the Canadian Tranche Credit Exposure of all Canadian Tranche Revolving Lenders as of the CAM Exchange Date and determined by the US Dollar Equivalent for the LC Exposure in Offshore Currency Letters of Credit of all Lenders as of the CAM Exchange Date).

     “Canadian Allocated Aggregate Commitments” shall mean the aggregate amount of the US Tranche Commitments allocated by the US Borrower from time to time as the Canadian Allocated Aggregate Commitments pursuant to Section 2.03(b)(ii), not to exceed the Canadian Allocated Maximum Aggregate Commitments. The Canadian Allocated Aggregate Commitments may be terminated pursuant to Section 2.03(b)(i), 2.03(b)(iii), 5.06 or ARTICLE XI. The initial Canadian Allocated Aggregate Commitments are $25,000,000.

     “Canadian Allocated Commitment” shall mean as to each Canadian Tranche Revolving Lender, the percentage set forth in the column titled “Canadian Tranche Percentage” as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto, as applicable, of the Canadian Allocated Aggregate Commitments.

     “Canadian Allocated Maximum Aggregate Commitments” shall mean the aggregate maximum Canadian Allocated Commitments of all Canadian Tranche Revolving Lenders on file with the US Administrative Agent. The Canadian Allocated Maximum Aggregate Commitments are $100,000,000.

     “Canadian Allocation Period” shall mean any time during which either (a) the US Borrower has allocated any portion of the US Tranche Commitments as the Canadian Allocated Aggregate Commitments pursuant to Section 2.03(b)(ii) or (b) the Canadian Tranche Credit Exposure exceeds zero.

     “Canadian Commitment Fee” shall have the meaning assigned such term in Section 2.04(a)(ii).

     “Canadian Dollars” or “C$” shall mean lawful money of Canada.

     “Canadian Guarantor” shall mean the US Borrower and each Subsidiary Guarantor required to execute the Guaranty Agreement – Canada or supplement thereto pursuant to Section 9.07(b), excluding the Canadian Borrower.

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     “Canadian Pension Plan” shall mean any “pension plan” or “plan” that is subject to the funding requirements of the Employment Pension Plans Act (Alberta) or applicable pension benefits legislation in any other Canadian jurisdiction and is applicable to employees resident in Canada of the Canadian Borrower or a Significant Canadian Subsidiary.

     “Canadian Prime Rate” shall mean, at any time, the greater of (a) the rate from time to time publicly announced by the Canadian Reference Bank as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada, and (b) the annual rate of interest equal to the sum of (i) the 30-day CDOR Rate at such time and (ii) one percent (1%) per annum.

     “Canadian Prime Rate Loans” shall mean Loans denominated in Canadian Dollars that bear interest at a rate based upon the Canadian Prime Rate.

     “Canadian Principal Office” shall mean the principal office of the Canadian Administrative Agent, which, on the date of this Agreement is located at 141 Adelaide St., W., Suite 1500, Toronto, Ontario, Canada M5H 3L9, Attention: Sophie Ronan (Telecopy No. (416) 364-8165).

     “Canadian Reference Bank” shall mean the Bank of Montreal, or its successors and assigns, or one of the Major Schedule I Lenders as the US Administrative Agent may from time to time designate.

     “Canadian Subsidiary” shall mean each Restricted Subsidiary of the US Borrower that is formed under the laws of Canada, any Province thereof, or any territory thereof.

     “Canadian Tranche” shall mean the Canadian Allocated Commitments and the Canadian Tranche Loans.

     “Canadian Tranche Borrowing” shall mean a Borrowing comprised of Canadian Tranche Loans.

     “Canadian Tranche Credit Exposure” shall mean at any time, the US Dollar Equivalent Amount of the aggregate Principal Amount of the Canadian Tranche Loans outstanding at such time. The Canadian Tranche Credit Exposure of any Canadian Tranche Revolving Lender at any time shall be the US Dollar Equivalent Amount of the aggregate Principal Amount of the Canadian Tranche Loans owed to such Lender at such time.

     “Canadian Tranche Loan” shall mean any Revolving Loan (including Canadian Prime Rate Loans, Bankers’ Acceptances, BA Equivalent Loans, US Dollar LIBOR Loans and US Dollar Base Rate Loans) made by the Canadian Tranche Revolving Lenders pursuant to Section 2.01(a)(ii) or Section 2.11, as applicable.

     “Canadian Tranche Percentage” shall mean:

     (a) at any time during which the US Tranche Commitments remain outstanding, with respect to each Canadian Tranche Revolving Lender, the percentage set forth in the column titled “Canadian Tranche Percentage” as agreed between the US Administrative Agent and such

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Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto; and

     (b) upon the termination of the Aggregate Revolving Commitments pursuant to Section 11.02, with respect to each Canadian Tranche Revolving Lender, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the Canadian Tranche Credit Exposure of such Canadian Tranche Revolving Lender, and the denominator of which is the Canadian Tranche Credit Exposure of all Canadian Tranche Revolving Lenders.

As of the Initial Funding Date, the Canadian Tranche Percentage of each Canadian Tranche Revolving Lender is the percentage agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto, as applicable.

     “Canadian Tranche Revolving Lender” shall mean a Lender with a Canadian Allocated Commitment or with outstanding Canadian Tranche Loans that is, for the purposes of the Income Tax Act (Canada) in force as of the date that such Lender acquires a Canadian Allocated Commitment, either (a) not a non-resident of Canada for purposes of the Income Tax Act (Canada) or (b) a deemed resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) and that has, as part of its business carried on in Canada, a Canadian Allocated Commitment, and, in the case of clauses (a) and (b), is an Affiliate of a US Tranche Revolving Lender.

     “Canadian Welfare Plan” shall mean any medical, health, hospitalization, insurance or other employee benefit or welfare plan or arrangement applicable to employees resident in Canada of the Canadian Borrower or a Significant Canadian Subsidiary.

     “Capital Lease” shall mean a lease of (or other arrangement conveying the right to use) real and/or personal Property, or a combination thereof, with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a Debt in accordance with GAAP.

     “Capital Lease Obligations” shall mean, as to any Person, all obligations of such Person as lessee under any Capital Lease, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “Cash Equivalents” shall mean:

     (a) securities issued or directly and fully guaranteed or insured by the government of the United States or any other country whose sovereign debt has a rating of at least A3 from Moody’s and at least A- from S&P or any agency or instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition;

     (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six (6) months and overnight bank deposits, in each case with any commercial bank organized under the laws of any country that is a member of the Organization for Economic Cooperation and

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Development having capital and surplus in excess of $500,000,000 (or the equivalent thereof in any other currency or currency unit);

     (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above;

     (d) commercial paper having at least P2 or A2 from Moody’s or S&P, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in each case maturing within 270 days after the date of acquisition;

     (e) deposits available for withdrawal on demand with any commercial bank not meeting the qualifications specified in clause (b) above; and

     (f) money market mutual funds substantially all of the assets of which are of the type described in the foregoing clauses (a) through (d).

     “CDOR Rate” shall mean, on any day, the annual rate of interest which is the rate applicable to Canadian Dollar bankers’ acceptances appearing on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc, definitions, as modified and amended from time to time) as of 10:00 a.m. Eastern time on such day for bankers’ acceptances having for purposes of calculating the Canadian Prime Rate a maturity of 30 days and, for purposes of Bankers’ Acceptances and BA Equivalent Loans, a comparable maturity date to the maturity date of such issue of Bankers’ Acceptances and BA Equivalent Loans; provided that if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any day shall be the rate applicable to such Canadian Dollar bankers’ acceptances of comparable maturity date quoted by one of the Major Schedule I Lenders selected by the US Administrative Agent as of 10:00 a.m. Eastern time on such day.

     “CERCLA” shall have the meaning assigned such term in the definition of Environmental Laws.

     “Change of Control” shall mean the occurrence of one or more of the following events: (a) the approval by the holders of Equity Interests of the US Borrower of any plan or proposal for the liquidation or dissolution of the US Borrower (whether or not otherwise in compliance with the provisions of this Agreement); (b) any Person or “group” within the meaning of Section 13(d) of the Exchange Act shall become the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares representing more than 50% of the aggregate voting power represented by the Equity Interests of the US Borrower; (c) the replacement of a majority of the Board of Directors of the US Borrower over a two-year period from the directors who constituted the Board of Directors of the US Borrower at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the US Borrower then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved; (d) the US Borrower shall cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of Hanover and Holdings except

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to the extent Hanover and Holdings are merged into the US Borrower; or (e) the US Borrower shall cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of the Canadian Borrower while any Canadian Tranche Loans are outstanding or any Canadian Allocated Commitments remain in effect.

     “Closing Date” shall mean August 20, 2007.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute.

     “Collateral” shall mean all Property of the US Borrower and the Subsidiary Guarantors which is secured by a Lien under the Security Instruments.

     “Combined Revolving Credit Exposure” shall mean at any time, the sum of (a) the US Tranche Credit Exposure at such time, and (b) the Canadian Tranche Credit Exposure at such time.

     “Commitment Fees” shall mean collectively, the Canadian Commitment Fee and the US Commitment Fee.

     “Commitment Increase” shall have the meaning assigned such term in Section 2.03(a)(i).

     “Commitment Increase Certificate” shall have the meaning assigned such term in Section 2.03(a)(ii)(B).

     “Commitment Reduction Amount” shall mean an amount equal to the amount of any prepayment owed under the Revolving Credit Facility pursuant to Sections 2.07(b)(iii), 2.07(b)(iv), 2.07(b)(v) and 2.07(b)(vi) whether or not any Revolving Loan or LC Exposure is then outstanding.

     “Compression Assets” shall mean all or any portion of any Person’s compression services or rental contracts, compression services customer relationships and related compression equipment.

     “Confidential Information” shall have the meaning assigned such term in Section 13.15.

     “Consolidated Net Income” shall mean for any period, the aggregate of the net income (or loss) of any Person and its Consolidated Subsidiaries after allowances for taxes for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein, without duplication) the following: (a) the net income of any Person in which it or any of its Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of it and its Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in such period by such other Person to it or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted under the terms of its charter or any agreement,

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instrument or Governmental Requirement applicable to such Consolidated Subsidiary, or is otherwise restricted or prohibited in each case determined in accordance with GAAP; provided that upon the removal of such restriction, the aggregate net income previously excluded within the last four (4) fiscal quarters shall be added to the net income for the same quarters; (c) any extraordinary gains or losses, including gains or losses attributable to Property sales not in the ordinary course of business; (d) the cumulative effect of a change in accounting principles and any gains or losses attributable to writeups or write downs of assets; (e) gains, losses or other charges as a result of the early retirement of Debt; (f) non-cash gains or losses as a result of foreign currency adjustments and (g) the cost of refinancing any long-term debt to the extent such costs are paid for from the proceeds of such refinancing.

     “Consolidated Subsidiaries” shall mean each Subsidiary of a Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

     “Credit Exposure” shall mean at any time for any Lender (a) for the Canadian Tranche such Lender’s Canadian Tranche Credit Exposure, (b) for the US Tranche such Lender’s US Tranche Credit Exposure and (c) for the Term Tranche such Lender’s Term Credit Exposure.

     “DBNA” shall mean the Depository Bills and Notes Act (Canada).

     “Debt” shall mean, for any Person the sum of the following (without duplication): (a) all obligations of such Person (whether created or assumed) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of bankers’ acceptances, letters of credit, surety or other bonds and similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services (other than for borrowed money); (d) all Capital Lease Obligations in respect of which such Person is liable (whether contingent or otherwise); (e) all Debt (as described in the other clauses of this definition) of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person but if not assumed by such Person, limited to the fair market values of such Property; (f) all Debt (as described in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the debtor or obligations of others but only to the extent of the remaining maximum liability of such Person under such guaranty; (g) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt of others; (h) prepayments or advances from customers made more than 60 days in advance of the date such goods and services are due to prepay, secure or settle obligations to deliver goods or services and in excess of the sum of (A) $50,000,000 outstanding at any time and (B) up to an additional $50,000,000 outstanding at any time if such amount is approved in writing by the US Administrative Agent from time to time (which consent shall not be unreasonably denied or delayed); provided, however, all prepayments or advances received in connection with fabrication, installation, turn-key or total solutions projects or other similar projects shall be excluded; (i) obligations to pay for commodities in the form of take-or-pay agreements or similar arrangements beyond the normal requirements of the business of the US Borrower and its Subsidiaries whether or not such goods or services are actually received or utilized by such Person; (j) any Equity Interests of such Person in which such Person has a mandatory obligation to redeem such Equity Interests; (k) any

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Debt (as described in the other clauses of this definition) of a Special Entity for which such Person is liable either by agreement or because of a Governmental Requirement but only to the extent of the maximum liability of such Person under such agreement or Governmental Requirement; and (l) all net mark to market obligations of such Person under Hedging Agreements.

     “Default” shall mean an Event of Default or an event which with notice or lapse of time or both would become an Event of Default.

     “Disclosing Parties” shall have the meaning assigned such term in Section 13.15.

     “Disposition” shall mean the sale, exchange or conveyance (including any sale and leaseback transaction) of any Property by the US Borrower or any of its Domestic Subsidiaries, including any sale, exchange or conveyance, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “Dissolved Subsidiary” shall have the meaning assigned such term in Section 9.07(d)(ii).

     “Domestic Subsidiary” shall mean each Restricted Subsidiary of the US Borrower which is not a Foreign Subsidiary.

     “Drafts” shall mean, at any time, either a depository bill within the meaning of the DBNA or a bill of exchange within the meaning of the Bills of Exchange Act (Canada) drawn by the Canadian Borrower on a Canadian Tranche Revolving Lender but which at such time has not been completed as to the payee or accepted by such Lender or any other Person.

     “EBITDA” shall mean, for any period, the sum of Consolidated Net Income for such period plus the following consolidated expenses or charges to the extent deducted from Consolidated Net Income in such period: Total Interest Expense (or interest expense when determining EBITDA of an Unrestricted Subsidiary), taxes, depreciation, amortization and non-cash charges, provided that any cash actually paid with respect to such non-cash charges shall be deducted from EBITDA when paid. EBITDA will be adjusted on a pro forma basis (reasonably acceptable to the US Administrative Agent) for individual acquisitions and divestitures in excess of $50,000,000, including projected synergies.

     “8.50% Equipment Lease Notes” shall mean those 8.50% senior secured notes due 2008 issued pursuant to that certain Indenture, dated as of August 30, 2001 among the 2001A Trust, as issuer, Exterran Energy Solutions, L.P. (formerly Hanover Compression Limited Partnership) and certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee and related equity certificates, as amended, modified, supplemented or restated from time to time.

     “8.625% Notes” shall mean those 8.625% senior notes due 2010 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover and Wachovia, as amended, modified, supplemented or restated from time to time.

     “8.75% Equipment Lease Notes” shall mean 8.75% senior secured notes due 2011 issued pursuant to that certain Indenture, dated as of August 30, 2001 among the 2001B Trust, as issuer, Exterran Energy Solutions, L.P. (formerly Hanover Compression Limited Partnership) and

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certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee and related equity certificates, as amended, modified, supplemented or restated from time to time.

     “Environmental Laws” shall mean any and all Governmental Requirements pertaining to health or the environment in effect in any and all jurisdictions in which the US Borrower or any Subsidiary is conducting or at any time has conducted business, or where any Property of the US Borrower or any Subsidiary is located, including the Canadian Environmental Assessment Act, the Canadian Environmental Protection Act, 1999, the Environmental and Enhancement Protection Act (Alberta), the Oil Pollution Act of 1990 (“OPA”), the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection laws. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided, however, that (a) in the event either OPA, CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state in which any Property of the US Borrower or any Subsidiary is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid waste” or “disposal” which is broader than that specified in either OPA, CERCLA or RCRA, such broader meaning shall apply.

     “EPLP” shall mean Exterran Partners, L.P., a Delaware limited partnership.

     “EPLP Group” shall mean EPLP and its Subsidiaries.

     “EPLP Partnership Agreement” shall mean that certain First Amended and Restated Agreement of Limited Partnership of EPLP (formerly, Universal Compression Partners, L.P.), dated as of October 20, 2006, as amended, modified, supplemented or restated.

     “Equity Interest” shall mean, (a) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock and (b) with respect to any Person that is not a corporation, any and all partnership interests or other equity interests of such Person.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the US Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the US Borrower, any Subsidiary or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the US Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the US Borrower, any Subsidiary or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the US Borrower, any Subsidiary or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

     “Event of Default” shall have the meaning assigned such term in Section 11.01.

     “Excepted Liens” shall mean: (a) Liens for taxes, assessments, public or statutory obligations or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (b) Liens in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (c) operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or statutory landlord’s liens, each of which is in respect of obligations that have not been overdue more than 90 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (d) any Liens reserved in leases for rent or royalties and for compliance with the terms of the leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the US Borrower or any Subsidiary or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (e) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the US Borrower or any

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Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals, timber, metals, steam, or other natural resources, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the US Borrower or any Subsidiary or materially impair the value of such Property subject thereto or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (f) deposits of cash or securities to secure the performance of bids, trade contracts, leases, performance bonds, return-of-money or payment bonds, surety and appeal bonds, contracts or leases to which the US Borrower or its Subsidiaries are parties or other deposits required to be made in the ordinary course of business, statutory obligations and other obligations of a like nature incurred in the ordinary course of business; (g) Liens permitted under the Security Instruments; (h) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 11.01(h); and (i) Liens for the US Borrower’s or any Subsidiary’s title to Property leased under Capital Leases; provided that no intention to subordinate the first priority Lien granted in favor of the US Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens.

     “Excess Amount” shall have the meaning assigned such term in Section 2.03(a)(ii)(I).

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

     “Executive Order” shall have the meaning assigned such term in Section 7.13(a).

     “Existing Hanover Credit Agreement” shall mean that certain Credit Agreement, dated as of November 21, 2005 among Hanover, Hanover Compressor Limited Partnership, JPMorgan Chase Bank, N.A., as administrative agent and the other lenders signatory thereto, as amended, modified, supplemented or restated from time to time.

     “Existing Indebtedness” shall mean collectively, all Debt under (a) Existing Universal Credit Agreement, (b) the Existing Hanover Credit Agreement, (c) the 7 ¹/2% Notes, (d) the 8.625% Notes, (e) the 9.00% Notes, (f) the 8.50% Equipment Lease Notes, (g) the 8.75% Equipment Lease Notes, (h) the 7 ¹/4% Notes and (i) the 4.75% Convertible Notes Due 2014, (j) the 4.75% Convertible Notes Due 2008 and (k) any other debt of the US Borrower and its Subsidiaries existing immediately prior to the date of the Merger and set forth on Schedule 1.02.

     “Existing Letters of Credit” shall mean those letters of credit listed on attached Schedule 2.01(b) and all reimbursement obligations pertaining to any such letter of credit.

     “Existing Universal Credit Agreement” shall mean that certain Senior Secured Credit Agreement dated as of October 20, 2006 among Holdings, Exterran (formerly Universal Compression, Inc.), the Canadian Borrower, the Administrative Agents and the other lenders signatory thereto, as amended, modified, supplemented or restated from time to time.

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     “Exterran” shall mean Exterran, Inc., a Texas corporation.

     “Exterran Argentina” shall mean Hanover Argentina S.A., an Argentina corporation.

     “Exterran Cayman Entities” shall mean collectively, Hanover Cayman Limited, a Cayman Islands limited liability company and Production Operators Cayman Inc. (Cayman Islands), a Cayman Islands corporation.

     “Exterran Canadian Holdings” shall mean Exterran Canadian Partnership Holdings GP ULC, an Alberta unlimited liability company.

     “Exterran NLBV” shall mean Hanover Compressor Holding Company NL B.V., a Netherlands corporation.

     “Exterran Spain” shall mean Universal Compression International Holdings, S.L.U., a Spain corporation.

     “Exterran Venezuela” shall mean Hanover Venezuela, C.A., a Venezuela corporation.

     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with a member of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the date for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the US Administrative Agent on such day on such transactions as determined by the US Administrative Agent.

     “Fee Letter” shall mean that certain letter agreement from Wachovia and JPMorgan to the Borrowers dated as of July 2, 2007, concerning certain fees in connection with this Agreement and any agreements or instruments executed in connection therewith, as the same may be amended or replaced from time to time.

     “Financial Statements” shall mean the most recent financial statement or statements of the parties described or referred to in Section 7.02 or the US Borrower and its Consolidated Subsidiaries delivered annually pursuant to Section 9.01(a)(i).

     “First Rate” shall have the meaning assigned such term in Section 3.02(b)(i).

     “Foreign Credit Facility” shall mean any credit facility of a Foreign Subsidiary that derives substantially all of its income from jurisdictions other than the United States of America.

     “Foreign Subsidiary” shall mean each Restricted Subsidiary of the US Borrower that is formed under the laws of any jurisdiction other than the United States of America, any State thereof, or any territory thereof.

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     “4.75% Convertible Notes Due 2008” shall mean those certain 4.75% convertible senior notes due 2008 issued pursuant to that certain Indenture dated as of March 15, 2001 between Hanover and Wilmington Trust Company, as amended, modified, supplemented or restated from time to time.

     “4.75% Convertible Notes Due 2014” shall mean those certain 4.75% convertible senior notes due 2014 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover and Wachovia, as amended, modified, supplemented or restated from time to time.

     “GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

     “General Partner” shall mean UCO General Partner, LP, a Delaware limited partnership, the general partner of EPLP.

     “Governmental Authority” shall include the country, state, province, county, city and political subdivisions in which any Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them including monetary authorities which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Borrowers, their Subsidiaries or any of their Property or any Administrative Agent, any Lender or any Applicable Lending Office.

     “Governmental Requirement” shall mean any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement (whether or not having the force of law), including Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

     “GP Interests” shall mean the ownership interests of the General Partner of EPLP in its capacity as general partner of EPLP, which is evidenced by general partner units.

     “Guaranteed Obligations” shall have the meaning assigned such term in Section 14.01(a).

     “Guarantor” shall mean a Canadian Guarantor or Subsidiary Guarantor, as applicable.

     “Guaranty” shall mean the guaranty by the US Borrower contained in ARTICLE XIV.

     “Guaranty Agreement — Canada” shall mean that certain Canadian Guaranty Agreement that may be executed by the Significant Canadian Subsidiaries in favor of the Canadian Administrative Agent as required by Section 9.07(b) in a form to be agreed upon by the Canadian Borrower and the Canadian Administrative Agent, as amended, modified or restated from time to time.

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     “Guaranty Agreement — US” shall mean that certain US Guaranty Agreement that may be executed by Significant Domestic Subsidiaries in favor of the US Administrative Agent as required by Section 9.07(a) in a form to be agreed upon by the US Borrower and the US Administrative Agent, as amended, modified or restated from time to time.

     “Guaranty Agreements” shall mean collectively, the Guaranty Agreement-Canada and the Guaranty Agreement-US.

     “Hedging Agreements” shall mean any commodity, interest rate or currency swap, cap, floor, collar, forward agreement or other exchange or protection agreements or any option with respect to any such transaction entered into from time to time.

     “Highest Lawful Rate” shall mean, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loans or on other Indebtedness under the Loan Documents under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

     “IDR” shall mean an Incentive Distribution Right as defined in the EPLP Partnership Agreement.

     “Indebtedness” shall mean (without duplication), unless the context indicates otherwise, any and all amounts owing or to be owing by the Borrowers and the Restricted Subsidiaries to any of the Administrative Agents, the Issuing Banks, the Lenders and/or any Lender Affiliate in connection with the Loan Documents and the Letter of Credit Applications and Bankers’ Acceptances, any Treasury Management Agreement now or hereafter arising between any Borrower or any Restricted Subsidiary of a Borrower and any Lender or any Lender Affiliate and permitted under the terms of this Agreement and any Hedging Agreement now or hereafter arising between any Borrower or any Restricted Subsidiary of a Borrower and any Lender or any Lender Affiliate and permitted under the terms of this Agreement, excluding any Hedging Agreements now or hereafter arising in connection with the ABS Facility, and all renewals, extensions and/or rearrangements of any of the foregoing.

     “Indemnified Parties” shall have the meaning assigned such term in Section 13.03(a)(ii).

     “Indemnity Matters” shall mean any and all actions, suits, proceedings (including any investigations, litigation and inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages and, without duplication, reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

     “Index Debt Rating” shall mean the rating of the senior secured indebtedness for borrowed money of the US Borrower that is not guaranteed by any other Person except for a Subsidiary Guarantor or subject to any other credit enhancement; provided, that if the US Borrower does not have any such rating, the Index Debt Rating shall be the corporate debt rating of the US Borrower.

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     “Initial Funding Date” shall mean the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 13.04) which date shall not be later than February 15, 2008.

     “Initial Term Loans” shall mean the Loans made pursuant to Section 2.01(a)(iv).

     “Intercreditor Agreement” shall mean, collectively, (i) that certain Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007 among inter alia, Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, as indenture trustee, Wachovia Bank, National Association, as U.S. administrative agent on behalf of the bank lenders and JPMorgan Chase Bank, N.A., as intercreditor collateral agent, as the same may be amended, supplemented, restated or replaced from time to time and (ii) that certain Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007 among inter alia, Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, as indenture trustee and as intercreditor collateral agent, and Wachovia Bank, National Association, as U.S. administrative agent on behalf of the bank lenders, as the same may be amended, supplemented, restated or replaced from time to time.

     “Interest Coverage Ratio” shall mean the ratio of (a) Adjusted EBITDA for the applicable Testing Period to (b) Total Interest Expense for the applicable Testing Period.

     “Interest Period” shall mean with respect to any US Dollar LIBOR Loan, the period commencing on the date such US Dollar LIBOR Loan is made and ending on the numerically corresponding day in the first, second, third or sixth calendar month thereafter, as the Applicable Borrower may select as provided in Section 2.02 (or nine or twelve calendar months, as may be requested by the Applicable Borrower and agreed to by all Lenders), except that each Interest Period which commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.

     Notwithstanding the foregoing: (a) no Interest Period for a Revolving Borrowing may end after the Revolving Loan Maturity Date; (b) no Interest Period for a Term Loan Borrowing or an Additional Term Loan Borrowing may end after the Term Loan Maturity Date; (c) no Interest Period for a Term Loan Borrowing or an Additional Term Loan Borrowing shall be selected which extends beyond any date upon which an installment of the Term Loan or Additional Term Loan will be due if such Term Loan Borrowing or Additional Term Loan Borrowing must be used to make such installment; (d) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day); (e) except as set forth in clause (f) and (g) or contemplated by the first paragraph of this definition, no Interest Period shall have a duration of less than one month and, if the Interest Period for any US Dollar LIBOR Loans would otherwise be for a shorter period, such Loans shall not be available hereunder; (f) the first Interest Period commencing on the Initial Funding Date shall be for a period from the Initial Funding Date until the last day of that month; and (g) the last Interest Period may be such shorter period as to end on the Term Loan Maturity Date or Revolving Loan Maturity Date, as applicable. “Interest Period” shall mean with respect to any Bankers’ Acceptance or BA Equivalent Loan, the period selected

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by the Canadian Borrower as provided in Section 2.11(a) commencing on the day on which such Borrowing is made and ending on the applicable BA Maturity Date.

     “Investment” shall mean, as applied to any Person, any direct or indirect (a) purchase or other acquisition by such Person of any Equity Interests, Debt or other securities (including any option, warrant or other right to acquire any of the foregoing) of any other Person, (b) loan or advance made by such Person to any other Person, (c) guarantee, assumption or other incurrence of liability by such Person of or for any Debt or other obligation of any other Person, (d) creation of any Debt owed to such Person by any other Person, (e) capital contribution or other investment by such Person in any other Person or (f) purchase or other acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment. “Investment” shall exclude extensions of trade credit by the US Borrower and its Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the US Borrower or such Subsidiary, as the case may be.

     “Issuing Banks” shall mean, for any Letters of Credit issued on or after the Initial Funding Date, Wachovia, JPMorgan, The Bank of Nova Scotia or any other Lender agreed to among the US Borrower, the US Administrative Agent and such US Tranche Revolving Lender to issue Letters of Credit. As to the Existing Letters of Credit, the Issuing Bank for each Existing Letter of Credit shall be as set forth on Schedule 2.01(b).

     “LC Exposure” shall mean at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account of the US Borrower at such time, plus (b) the aggregate amount of all disbursements that the US Borrower is obligated to reimburse (other than pursuant to the Guaranty) but which have not yet been reimbursed by or on behalf of the US Borrower at such time. The LC Exposure of any US Tranche Revolving Lender at any time shall be equal to its applicable US Tranche Percentage of the total LC Exposure at such time.

     “Lender Affiliate” shall mean (a) with respect to any Lender (i) an Affiliate of such Lender or (ii) any entity (whether a corporate, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

     “Lender Termination Date” shall have the meaning assigned such term in Section 5.06(c).

     “Letter of Credit Application” shall mean a letter of credit application, in the form of Exhibit F, delivered to the US Administrative Agent requesting the issuance, reissuance, extension or renewal of any Letter of Credit and containing the information set forth in Section 2.02.

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     “Letters of Credit” shall mean the Existing Letters of Credit, and the letters of credit issued pursuant to Section 2.01(b) and all reimbursement obligations pertaining to any such letters of credit, and “Letter of Credit” shall mean any one of the Letters of Credit and the reimbursement obligations pertaining thereto, and shall include Offshore Currency Letters of Credit.

     “Lien” shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property. For the purposes of this Agreement, the US Borrower or any Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

     “Loan Documents” shall mean this Agreement, the Notes, the Fee Letter, the Letter of Credit Applications, the Letters of Credit, Bankers’ Acceptances, BA Equivalent Notes and the Security Instruments.

     “Loans” shall mean the loans as provided for by Section 2.01 and Section 2.11.

     “LP Units” shall mean any ownership unit representing a limited partnership interest in EPLP.

     “Major Schedule I Lenders” shall mean collectively, The Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and Royal Bank of Canada.

     “Majority Lenders” shall mean, at any time, Lenders having more than 50% of the Aggregate Credit Exposure plus the unused Aggregate Commitments.

     “Material Adverse Effect” shall mean any material and adverse effect on (a) the assets, liabilities, financial condition, business or operations of the US Borrower and its Restricted Subsidiaries, including Hanover and Holdings, taken as a whole as reflected in the Financial Statements after eliminating the financial condition and results of the Unrestricted Subsidiaries or (b) the ability of the US Borrower and its Restricted Subsidiaries taken as a whole to perform their obligations under the Loan Documents on a timely basis.

     “Maximum Term Loans Outstanding” shall mean, at any time, the maximum Principal Amount of Term Loans at any time outstanding at or prior to the first term loan payment date set forth in Section 3.01(b) plus an amount equal to the sum of all Term Loan Borrowings that occur on or after the first term loan payment date set forth in Section 3.01(b).

     “Merger Documents” shall mean (a) the Merger Agreement, (b) the certificate of merger filed or to be filed with the Delaware Secretary of State on the Initial Funding Date in connection

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with the merger of Ulysses Sub, Inc., a Delaware corporation, with and into Holdings whereby Holdings is the surviving entity, (c) the certificate of merger filed or to be filed with the Delaware Secretary of State on or about the Initial Funding Date in connection with the merger of Hector Sub, Inc., a Delaware corporation, with and into Hanover whereby Hanover is the surviving entity and (d) the Certificate of Ownership and Merger of even date herewith filed or to be filed with the Delaware Secretary of State on the Initial Funding Date, pursuant to which Holdings shall merge with and into the US Borrower whereby the US Borrower is the surviving entity.

     “Moody’s” shall mean Moody’s Investors Services, Inc.

     “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA in respect of which the US Borrower, any Subsidiary or any ERISA Affiliate has an obligation to contribute.

     “Net Proceeds” shall mean, with respect to any Disposition, the gross amount of cash received by the US Borrower or any of its Subsidiaries from such Disposition minus the sum of (a) the amount, if any, of all taxes paid or payable by the US Borrower or any of its Subsidiaries directly resulting from such Disposition (including the amount, if any, estimated by the US Borrower in good faith at the time of such Disposition for taxes payable by the US Borrower or any of its Subsidiaries on or measured by net income or gain resulting from such Disposition), (b) the reasonable out-of-pocket costs and expenses incurred by the US Borrower or such Subsidiary in connection with such Disposition (including reasonable brokerage fees paid to a Person other than an Affiliate of the US Borrower, but excluding any fees or expenses paid to an Affiliate of the US Borrower), (c) appropriate amounts required to be reserved (in accordance with GAAP) for post-closing adjustments by the US Borrower or any of its Subsidiaries in connection with such Disposition, against any liabilities retained by the US Borrower or any of its Subsidiaries after such Disposition, which liabilities are associated with the Property being disposed, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Disposition and (d) deduction for Debt secured by the Property being disposed, which Debt is repaid as a result of such Disposition. Any proceeds received in a currency other than US Dollars shall, for purposes of the calculation of the amount of Net Proceeds, be in an amount equal to the US Dollar Equivalent thereof as of the date of receipt thereof by the US Borrower or any of its Subsidiaries.

     “9.00% Notes” shall mean those 9.00% senior notes due 2014 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover and Wachovia, as amended, modified, supplemented or restated from time to time.

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     “Non-Recourse Foreign Debt” shall mean Debt of any Foreign Subsidiary as to which neither the US Borrower nor any Domestic Subsidiary (a) provides credit support of any kind (including any guaranty, undertaking, agreement or instrument that would constitute Debt), (b) is directly or indirectly liable as a guarantor or otherwise or (c) is the lender.

     “Notes” shall mean the promissory notes provided for by Section 2.06, together with any and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof.

     “Notice of Termination” shall have the meaning assigned such term in Section 5.06(a).

     “OFAC” shall have the meaning assigned such term in Section 7.13(b)(v).

     “Offering Memorandum” shall mean that certain Confidential Information Memorandum dated as of July 2007 and pertaining to the $1,650,000,000 senior secured facilities, consisting of the Revolving Credit Facility and the Term Loan Facility.

     “Offshore Currency” shall mean any lawful currency (other than US Dollars) that the relevant Issuing Bank with respect to any Offshore Currency Letter of Credit, in its sole reasonable opinion, at any time determines to be (a) freely traded in the offshore interbank foreign exchange markets, (b) freely transferable and (c) freely convertible into US Dollars.

     “Offshore Currency Letter of Credit” shall mean any Letter of Credit denominated in an Offshore Currency.

     “Omnibus Agreement” shall mean that certain Omnibus Agreement, dated as of October 20, 2006 among Holdings, Exterran (formerly Universal Compression, Inc.) and members of the EPLP Group, as amended, modified, supplemented or restated from time to time and all exhibits and schedules thereto.

     “OPA” shall have the meaning assigned such term in the definition of Environmental Laws.

     “Organization Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non US jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non US jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent or comparable constitutive documents with respect to any non US jurisdiction).

     “Other Taxes” shall have the meaning assigned such term in Section 4.06(b).

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     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

     “Percentage Share” shall mean for each US Tranche Revolving Lender, its US Tranche Percentage, for each Canadian Tranche Revolving Lender, its Canadian Tranche Percentage and for each Term Loan Lender, its Term Loan Percentage.

     “Permitted Liens” shall have the meaning assigned such term in Section 10.02.

     “Person” shall mean any individual, corporation, limited liability company or other company, voluntary association, partnership, joint venture, trust, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the US Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “Post-Default Rate” shall mean, in respect of any principal of any Loan or any other amount payable by a Borrower under this Agreement or any other Loan Document, a rate per annum during the period equal to 2% per annum above the US Dollar Base Rate for US Tranche Loans and the Canadian Prime Rate for Canadian Tranche Loans as in effect from time to time plus the Applicable Margin (if any), but in no event to exceed the Highest Lawful Rate; provided however, for US Dollar LIBOR Loans, the “Post-Default Rate” for such principal shall be, for the period commencing on the date of occurrence of an Event of Default and ending on the earlier to occur of the last day of the Interest Period therefor or the date all Events of Default are cured or waived, 2% per annum above the interest rate for such Loan as provided in Section 3.02(a), but in no event to exceed the Highest Lawful Rate.

     “Price” shall have the meaning assigned such term in the definition of BA Net Proceeds.

     “Principal Amount” shall mean for a Bankers’ Acceptance, the face amount thereof, for a BA Equivalent Loan, the principal amount thereof determined in accordance with Section 2.11(g) and for any other Loans, the LC Exposure or the Swingline Exposure, the outstanding principal amount thereof.

     “Principal Offices” shall mean collectively, the Canadian Principal Office and the US Principal Office.

     “Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Purchase Money Indebtedness” shall mean debt, the proceeds of which are used to finance the acquisition, construction or improvement of inventory, equipment or other property in the ordinary course of business.

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     “Quarterly Date” shall mean the last day of each March, June, September and December, in each year, the first of which shall be September 30, 2007; provided, however, that if any such day is not a Business Day, such Quarterly Date shall be the immediately preceding Business Day.

     “RCRA” shall have the meaning assigned such term in the definition of Environmental Laws.

     “Recipient” shall have the meaning assigned such term in Section 4.06(a).

     “Register” shall have the meaning assigned such term in Section 13.06(b).

     “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended or supplemented from time to time.

     “Regulatory Change” shall mean, with respect to any Lender, any change after the Initial Funding Date in any Governmental Requirement (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of lenders (including such Lender or its Applicable Lending Office) of or under any Governmental Requirement (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof.

     “Related Fund” shall mean, with respect to any Term Loan Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Term Loan Lender or by an Affiliate (as defined in clause (a) only of the definition of “Affiliate”) of such investment advisor.

     “Replacement Lenders” shall have the meaning assigned such term in Section 5.06(b).

     “Requesting Borrower” shall mean either the US Borrower or the Canadian Borrower, as applicable, requesting a Loan.

     “Reserve Account” shall have the meaning assigned such term in Section 11.03(a).

     “Reserve Requirement” shall mean, for any Interest Period for any US Dollar LIBOR Loan, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding one billion US Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against (a) any category of liabilities which includes deposits by reference to which US LIBOR is to be determined as provided in the definition of “US LIBOR” or (b) any category of extensions of credit or other assets which include a US Dollar LIBOR Loan.

     “Responsible Officer” shall mean, as to any Person, the Chief Executive Officer, the President or any Vice President of such Person and, with respect to financial matters, the term

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“Responsible Officer” shall include the Chief Financial Officer and Vice President of Finance and Treasury of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of any Borrower.

     “Restricted Person” shall have the meaning assigned such term in Section 13.15.

     “Restricted Subsidiaries” shall mean all Subsidiaries that are not Unrestricted Subsidiaries.

     “Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

     “Revolving Credit Facility” shall mean collectively, the US Tranche and the Canadian Tranche.

     “Revolving Lenders” shall mean collectively, the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders.

     “Revolving Loan Maturity Date” shall mean the earlier to occur of (a) the fifth anniversary of the Initial Funding Date, (b) the date that the Aggregate Revolving Commitments are sooner terminated pursuant to Sections 2.03(b) or 2.03(c) or (c) the date the Revolving Loans are accelerated pursuant to Section 11.02.

     “Revolving Loans” shall mean Loans made under the Revolving Credit Facility, including any Swingline Loans.

     “Revolving Notes” shall mean Notes issued pursuant to Section 2.06 evidencing Loans under the Revolving Credit Facility.

     “S&P” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

     “SEC” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

     “Secured Creditors” shall have the meaning assigned such term in Section 9.07(d)(ii).

     “Security Instruments” shall mean the Guaranty, the Guaranty Agreements, mortgages, deeds of trusts, pledges and other agreements, instruments or certificates described or referred to in Exhibit D and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by a Borrower or any Subsidiary in connection with, or as security for the payment or performance of the Indebtedness, the Loans, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, supplemented or restated from time to time.

     “Senior Secured Debt” shall mean all Total Debt that is secured (including the Indebtedness to the extent included in Total Debt) and that is not expressly subordinated by its terms to the Indebtedness.

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     “Senior Secured Leverage Ratio” shall mean the ratio of Senior Secured Debt to Adjusted EBITDA.

     “7 ¹/4% Notes” shall mean those certain unsecured 7 ¹/4% senior notes due 2010 issued pursuant to that certain Indenture dated as of May 27, 2003 between Exterran and The Bank of New York, as amended, modified, supplemented or restated from time to time.

     “7 ¹/2% Notes” shall mean those certain unsecured 7 ¹/2% senior notes due 2013 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover, Exterran Energy Solutions, L.P. (formerly Hanover Compression Limited Partnership) and Wachovia, as amended, modified, supplemented of restated from time to time.

     “SG&A Expense” shall mean the selling, general and administrative expenses of the US Borrower and its Consolidated Subsidiaries determined in accordance with GAAP.

     “Significant Canadian Subsidiary” shall mean each Canadian Subsidiary of the US Borrower (other than the Canadian Borrower) with domestic gross assets in Canada, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Canadian Subsidiary, exceeding $50,000,000 as of the most recent fiscal year end for which financial statements are available. If the domestic gross asset value in Canada of the Canadian Subsidiaries, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Subsidiaries, that are not Canadian Guarantors exceeds $75,000,000 in the aggregate as of the most recent fiscal year end for which financial statements are available, those Canadian Subsidiaries holding a majority of those assets shall each be a Significant Canadian Subsidiary; provided that any Canadian Subsidiary that guarantees any Debt in excess of $50,000,000 shall be deemed a Significant Canadian Subsidiary. Notwithstanding the foregoing to the contrary, the Canadian Borrower shall be excluded from the application of this definition of a Significant Canadian Subsidiary.

     “Significant Domestic Subsidiary” shall mean UCI MLP LP LLC so long as its domestic gross assets in the US, including the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to UCI MLP LP LLC exceeds $50,000,000 as of the most recent fiscal year end for which financial statements are available and each US Domestic Subsidiary of the US Borrower with domestic gross assets in the US, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such US Domestic Subsidiary, exceeding $50,000,000 as of the most recent fiscal year end for which financial statements are available. If the domestic gross asset value in the US of the Domestic Subsidiaries, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Subsidiaries, that are not Subsidiary Guarantors exceeds $75,000,000 in the aggregate as of the most recent fiscal year end for which financial statements are available, those Domestic Subsidiaries holding a majority of those assets shall each be a Significant Domestic Subsidiary; provided that any Domestic Subsidiary that guarantees any Debt in excess of $50,000,000 shall be deemed a Significant Domestic Subsidiary. Notwithstanding the foregoing to the contrary, the General Partner and any Subsidiary involved in or created in connection with or as a requirement of and still used in connection with or subject to the ABS Facility shall be excluded from the application of this definition of a Significant Domestic Subsidiary.

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     “Significant Foreign Subsidiary” shall mean any Foreign Subsidiary (other than Significant Canadian Subsidiaries) with gross assets, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Subsidiaries, exceeding $50,000,000 as of the most recent fiscal year end for which financial statements are available.

     “Significant Subsidiaries” shall mean collectively, the Significant Canadian Subsidiaries and the Significant Domestic Subsidiaries.

     “Special Entity” shall mean any joint venture, limited liability company or partnership, general or limited partnership or any other type of partnership or company (other than a corporation) in which the US Borrower or one or more of its other Subsidiaries is a member, owner, partner or joint venturer and owns, directly or indirectly, at least a majority of the equity of such entity or controls such entity, but excluding any tax partnerships that are not classified as partnerships under state law. For purposes of this definition, any Person which owns directly or indirectly an equity investment in another Person which allows the first Person to manage or elect managers who manage the normal activities of such second Person will be deemed to “control” such second Person (e.g. a sole general partner controls a limited partnership).

     “Subordinated Units” shall have the meaning assigned such term in the EPLP Partnership Agreement.

     “Subsidiary” shall mean (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the US Borrower or one or more of its Subsidiaries and (b) any Special Entity.

     “Subsidiary EBITDA” shall mean, for (a) UCI MLP LP LLC, UCI GP LP LLC, the General Partner and UCO GP, LLC for any period, the aggregate EBITDA of such Restricted Subsidiaries, or (b) any Unrestricted Subsidiary for any period, (i) EBITDA of such Unrestricted Subsidiary or (ii) to the extent that Consolidated Net Income for such Unrestricted Subsidiary is not available, the gross revenues of such Unrestricted Subsidiary for such period less (A) the cost of sales (excluding depreciation expenses to the extent such expenses were deducted) associated with such gross revenues and (B) a consolidated SG&A Expense allocated pro rata based on such gross revenues.

     “Subsidiary Guarantors” shall mean collectively, the Significant Domestic Subsidiaries and the Significant Canadian Subsidiaries required to execute a guaranty agreement pursuant to Section 9.07, excluding any ABS Subsidiary.

     “Support Letter of Credit” shall mean an irrevocable standby letter of credit issued by a bank or other financial institution having upon issuance a senior unsecured long-term debt rating of (a) A- or better from S&P, or (b) A3 or better from Moody’s.

     “Swingline Exposure” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any US Tranche

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Revolving Lender at any time shall be its Percentage Share of the total Swingline Exposure at such time.

     “Swingline Lender” shall mean Wachovia, in its capacity as lender of Swingline Loans hereunder.

     “Swingline Loan” shall mean a Loan made pursuant to Section 2.01(a)(vi).

     “Taxes” shall have the meaning assigned such term in Section 4.06(a).

     “Term” shall mean with respect to Bankers’ Acceptances and BA Equivalent Loans, the number of days from the Acceptance Date up to but not including the BA Maturity Date.

     “Term Commitment” shall mean, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Term Loans pursuant to Sections 2.01(a)(iv) and 2.01(a)(v), as such commitment may be (a) reduced or terminated from time to time pursuant to Sections 2.03(c) or 5.06 or ARTICLE XI, (b) increased from time to time pursuant to Section 2.03(a)(i) or (c) modified from time to time to reflect any Assignments permitted under Section 13.06(b). The amount of each Term Loan Lender’s Term Commitment shall be the amount as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent.

     “Term Credit Exposure” shall mean at any time, the aggregate Principal Amount of the Term Loans outstanding at such time. The Term Credit Exposure of any Term Loan Lender at any time shall be the aggregate Principal Amount of the Term Loans owed to such Lender at such time.

     “Term Loan” shall mean collectively, the Initial Term Loans and the Additional Term Loans.

     “Term Loan Borrowing” shall mean a Borrowing comprised of Term Loans.

     “Term Loan Facility” shall mean the Term Commitments and the Term Loans.

     “Term Loan Lender” shall mean a Lender with an outstanding Term Loan.

     “Term Loan Maturity Date” shall mean the earlier to occur of (a) the sixth anniversary of the Initial Funding Date, (b) the date that the Aggregate Term Commitments are sooner terminated pursuant to Section 2.03(c) or (c) the date that the Term Loans are accelerated pursuant to Section 11.02.

     “Term Loan Percentages” shall mean with respect to any Term Loan Lender, the percentage set forth in the column titled “Term Loan Percentage” as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Term Loan Lender becomes a party hereto, as applicable.

     “Term Notes” shall mean Notes issued pursuant to Section 2.06 evidencing Loans under the Term Loan Facility.

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     “Term Tranche” shall mean the Term Commitments and the Term Loans.

     “Terminated Lender” shall have the meaning assigned such term in Section 5.06(a).

     “Testing Period” shall mean a single period consisting of the four consecutive fiscal quarters of the US Borrower then last ended (whether or not such quarters are all within the same fiscal year); provided, however, that if a particular provision of this Agreement indicates that a Testing Period shall be a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended which are so indicated in such provision.

     “Total Debt” shall mean, at any time (without duplication), the sum of (a) 100% of the long-term debt of the US Borrower and its Restricted Subsidiaries reflected on the consolidated balance sheet of the US Borrower in accordance with GAAP, plus (b) any Debt that is not reflected on the consolidated balance sheet of the US Borrower and its Restricted Subsidiaries which has been used to finance assets that generate income included in EBITDA of the US Borrower and its Consolidated Subsidiaries, plus (c) the current portion of the debt set forth in (a) above, plus or minus (d) the mark to market obligations of the US Borrower and its Restricted Subsidiaries under the Hedging Agreements.

     “Total Interest Expense” shall mean, for any period, the total consolidated interest expense net of cash interest income of the US Borrower and its Restricted Subsidiaries for such period (including the cash equivalent of the interest expense associated with Capital Lease Obligations, but excluding (a) upfront fees paid in connection with this Agreement or the ABS Facility, (b) Debt or lease issuance costs, debt discounts or premiums, and other financing fees required to be amortized, (c) lease payments on any office equipment or real property, (d) any principal components paid on all lease payments and (e) gains, losses or other charges as a result of the early retirement of Debt). Total Interest Expense will be adjusted on a pro forma basis (reasonably acceptable to the US Administrative Agent) for individual acquisitions and divestitures in excess of $50,000,000, including projected synergies; provided, that Total Interest Expense will be deemed to be $30,500,000 for each of the fiscal quarters ending September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007. Total Interest Expense attributable to Debt of the US Borrower and its Restricted Subsidiaries for the fiscal quarter ending September 30, 2007 shall be determined pro forma as if the Debt of the US Borrower and its Restricted Subsidiaries outstanding as of September 30, 2007 would have been outstanding the entire quarter.

     “Total Leverage Ratio” shall mean the ratio of Total Debt to Adjusted EBITDA.

     “Tranches” shall mean collectively, the Canadian Tranche, the US Tranche and the Term Tranche.

     “Transfer” shall mean to sell, lease, assign, exchange, convey or otherwise transfer.

     “Transferred Subsidiary” shall have the meaning assigned such term in Section 9.07(d)(ii).

     “Treasury Management Agreement” shall mean any agreement governing the provision of treasury or cash management services, including deposit accounts, overdrafts, funds transfer,

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automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services provided by a Lender or a Lender Affiliate.

     “Type” as to any Loan or Borrowing, its nature as a US Dollar Base Rate Loan or a US Dollar Base Rate Borrowing, a US Dollar LIBOR Loan or a US Dollar LIBO Rate Borrowing, a US Dollar LIBOR Reference Rate Loan or a US Dollar LIBOR Reference Rate Borrowing, a Canadian Prime Rate Loan or a Canadian Prime Rate Borrowing, a Bankers’ Acceptance or a BA Equivalent Loan, a Revolving Loan or Revolving Borrowing or a Term Loan or Term Loan Borrowing.

     “Unrestricted Subsidiary” shall mean EPLP and all of its Subsidiaries, the Subsidiaries set forth on Schedule 10.05 and any Subsidiary designated as an Unrestricted Subsidiary in accordance with Section 10.05, and any of its Subsidiaries.

     “US” or “United States” shall mean the United States of America, its fifty states, and the District of Columbia.

     “US Commitment Fee” shall have the meaning assigned such term in Section 2.04(a)(i).

     “US Dollar Base Rate” shall mean, with respect to any US Dollar Base Rate Borrowing, for any day, the higher of (a) the Federal Funds Rate for any such day plus 1/2 of 1% or (b) the US Prime Rate for such day. Each change in any interest rate provided for herein based upon the US Dollar Base Rate resulting from a change in the US Dollar Base Rate shall take effect at the time of such change in the US Dollar Base Rate.

     “US Dollar Base Rate Loans” shall mean Loans that bear interest at rates based upon the US Dollar Base Rate.

     “US Dollar Equivalent” shall mean, at any time of determination thereof, the amount of US Dollars involved which could be purchased with the applicable amount of the Alternate Currency involved computed at the spot rate of exchange as quoted or utilized by the US Administrative Agent on the date of determination thereof.

     “US Dollar Equivalent Amount” shall mean at any Borrowing, conversion or continuation date for any Canadian Tranche Loan, the amount of US Dollars into which such Canadian Tranche Loan may be converted at the Bank of Canada noon spot rate of exchange for such date in Toronto, Canada at approximately 12:00 noon Eastern time on such date. In addition, the “US Dollar Equivalent Amount” of all outstanding Canadian Tranche Loans may be calculated at any time in the sole discretion of the US Administrative Agent and shall equal the amount of US Dollars into which all outstanding Canadian Tranche Loans may be converted at the Bank of Canada noon spot rate of exchange for such date in Toronto, Canada at approximately 12:00 noon Eastern time on such date.

     “US Dollar LIBO Rate” shall mean, with respect to any US Dollar LIBO Rate Borrowing, a rate per annum (rounded upwards, if necessary, to nearest 1/100 of 1%) determined by the US Administrative Agent to be equal to the quotient of (a) US LIBOR for such Loan for

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the Interest Period for such Loan divided by (b) 1 minus the Reserve Requirement for such Loan for such Interest Period.

     “US Dollar LIBOR Loans” shall mean Loans denominated in US Dollars that bear interest at a rate based upon the US Dollar LIBO Rate.

     “US Dollar LIBOR Reference Rate” means a rate of interest for Swingline Loans determined by reference to the US Dollar LIBO Rate for a one (1) month interest period that would be applicable for a Revolving Loan, as that rate may fluctuate in accordance with changes in the US Dollar LIBO Rate as determined on a day-to-day basis.

     “US Dollar LIBOR Reference Rate Loans” shall mean Loans denominated in US Dollars that bear interest at a rate based upon the US Dollar LIBOR Reference Rate.

     “US Dollars” and “$” shall mean lawful money of the United States of America.

     “US Lender” shall mean a Lender who is either a US Tranche Revolving Lender or a Term Loan Lender.

     “US LIBOR” shall mean, with respect to any US Dollar LIBO Rate Borrowing for any Interest Period, the rate appearing on Page 3750 of Bridge’s Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “US LIBOR” with respect to such US Dollar LIBO Rate Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by leading reference banks in the London interbank market to the US Administrative Agent in immediately available funds at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

     “US Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate at its US Principal Office. Each change in the US Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

     “US Principal Office” shall mean the principal office of the US Administrative Agent, which on the date of this Agreement is located at 301 South College Street, Charlotte, North Carolina 28288.

     “US Tranche” shall mean the US Tranche Commitments, the US Tranche Loans, the LC Exposure and the Swingline Exposure.

     “US Tranche Commitment” shall mean with respect to each US Tranche Revolving Lender, the commitment of such US Tranche Revolving Lender to make US Tranche Loans

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pursuant to Section 2.01(a)(i), to acquire participations in Letters of Credit pursuant to Section 2.01(b) and to acquire participations in Swingline Loans pursuant to Section 2.01(a)(vi), as such commitment may be (a) reduced or terminated from time to time pursuant to Sections 2.03(b), 2.03(c), or 5.06 or ARTICLE XI,(b) increased from time to time pursuant to Section 2.03(a)(i), or (c) modified from time to time to reflect any Assignments permitted under Section 13.06(b); provided, during a Canadian Allocation Period, the US Tranche Commitment of any US Tranche Revolving Lender that is or has a branch or Affiliate that is a Canadian Tranche Revolving Lender shall be reduced by the Canadian Allocated Commitment of such Canadian Tranche Revolving Lender. The initial amount of each US Tranche Revolving Lender’s US Tranche Commitment shall be the amount as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent.

     “US Tranche Credit Exposure” shall mean at any time, the sum of the aggregate Principal Amount of the US Tranche Loans and LC Exposure outstanding at such time. The US Tranche Credit Exposure of any US Tranche Revolving Lender at any time shall be such US Tranche Revolving Lender’s US Tranche Percentage of the total US Tranche Credit Exposure at such time.

     “US Tranche Loans” shall mean the Revolving Loans pursuant to Sections 2.01(a)(i) and 2.01(a)(vi). Each US Tranche Loan shall be either a US Dollar LIBOR Loan, US Dollar LIBOR Reference Rate Loan or a US Dollar Base Rate Loan.

     “US Tranche Percentage” shall mean:

     (a) at any time the US Tranche Commitments remain outstanding, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the amount of the US Tranche Commitment of such US Tranche Revolving Lender at such time and the denominator of which is the amount of the Aggregate US Tranche Commitments at such time; and

     (b) upon the termination or expiration of the Aggregate Revolving Commitments, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is:

     the sum of

     (i) the outstanding amount of US Tranche Loans of such US Tranche Revolving Lender plus

     (ii) an amount equal to (A) the outstanding amount of US Tranche Loans of such US Tranche Revolving Lender, divided by (B) the outstanding amount of US Tranche Loans of all US Tranche Revolving Lenders, times (C) the LC Exposure, and

     the denominator of which is the US Tranche Credit Exposure; provided that if such calculation results in a number that is zero, then the US Tranche Percentage shall be deemed to be the most recent US Tranche Percentage immediately prior to the termination or expiration of the Aggregate Revolving Commitments.

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The initial US Tranche Percentage of each US Tranche Revolving Lender is the percentage as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such US Tranche Revolving Lender becomes a party hereto, as applicable.

     “US Tranche Revolving Lender” shall mean a Lender with a US Tranche Commitment or with outstanding US Tranche Credit Exposure.

     “USA Patriot Act” shall have the meaning assigned such in Section 7.13(a).

     “Wachovia” shall mean Wachovia Bank, National Association and its successors.

     “Wachovia Canada” shall mean Wachovia Capital Finance Corporation (Canada) and its successors.

     “Weighted Average Life to Maturity” shall mean, when applied to any Debt at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Debt.

     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     Section 1.03 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements, certificates and reports as to financial matters required to be furnished to the Administrative Agents or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the US Borrower and its Consolidated Subsidiaries referred to in Section 7.02 (except for changes concurred with by the US Borrower and its Consolidated Subsidiaries’ independent public accountants); provided that, if the US Borrower notifies the US Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP (including any Statement of Financial Accounting Standards) affecting the calculation of any financial covenant (or if the US Administrative Agent notifies the US Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP affecting the calculation of any financial covenant, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

     Section 1.04 Terms Generally; Rules of Construction. The following terms which are defined in the Uniform Commercial Code in effect in the State of Texas on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General Intangibles, Instruments and Inventory. All references in this Agreement to Exhibits, Schedules,

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articles, sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. All references in this Agreement to any Person shall include a reference to such Person’s successors and assigns. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivision. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including, without limitation,”. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

ARTICLE II

Commitments

     Section 2.01 Loans and Letters of Credit.

     (a) Loans.

     (i) US Tranche Loans. Each US Tranche Revolving Lender severally agrees, on the terms and conditions of this Agreement, to make Revolving Loans to the US Borrower in US Dollars during the period from and including (A) the Initial Funding Date or (B) such later date that such Lender becomes a party to this Agreement as provided in Section 13.06(b), to and up to, but excluding, the Revolving Loan Maturity Date in an aggregate Principal Amount at any one time outstanding up to, but not exceeding, the amount of such Lender’s US Tranche Commitment as then in effect, minus the LC Exposure of such Lender at such time. Subject to the terms of this Agreement, during the period from the Initial Funding Date to and up to, but excluding, the Revolving Loan Maturity Date, the US Borrower may borrow, repay and reborrow the amount described in this Section 2.01(a)(i).

     (ii) Canadian Tranche Loans. Subject to Section 2.11, during the period from and including (A) the Initial Funding Date or (B) such later date that such Lender becomes a party to this Agreement as provided in Section 13.06(b), to and up to, but excluding, the Revolving Loan Maturity Date, each Canadian Tranche Revolving Lender severally agrees, on the terms and conditions of this Agreement, (1) to make Canadian Tranche Loans to the Canadian Borrower in Canadian Dollars or US Dollars at the election of the Canadian Borrower and (2) to accept and purchase Bankers’ Acceptances from (or, at the option of any Canadian Tranche Revolving Lender in accordance with Section 2.11(g) hereof, make BA Equivalent Loans in lieu of purchasing a Bankers’ Acceptance to) the Canadian Borrower. The Canadian Tranche Loans, if in US Dollars, will be either US Dollar LIBOR Loans or US Dollar Base Rate Loans and, if in Canadian Dollars, will be either Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Loans. Each Canadian Tranche Revolving Lender’s Canadian Tranche Credit

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Exposure shall not exceed the amount of such Lender’s Canadian Allocated Commitment as then in effect; provided, however, that the aggregate Principal Amount of all such Canadian Tranche Loans by all Canadian Tranche Revolving Lenders hereunder at any one time outstanding shall not exceed the Canadian Allocated Aggregate Commitments as then in effect. Within the foregoing limits, the Canadian Borrower may use the Canadian Allocated Aggregate Commitments by borrowing, repaying and (except for Bankers’ Acceptances and BA Equivalent Loans unless in accordance with Section 2.11(m)) prepaying the Canadian Tranche Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

     (iii) Maximum Amount of Revolving Loans. The Combined Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments at any time.

     (iv) Initial Term Loans. Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make a senior secured amortizing term loan to the US Borrower on the Initial Funding Date in the Principal Amount of up to, but not exceeding, the amount of such Term Loan Lender’s Term Commitment. Once repaid or prepaid, Initial Term Loans may not be reborrowed.

     (v) Additional Term Loans. Subject to the terms and conditions hereof and in the applicable Commitment Increase Certificate, each Additional Term Loan Lender in connection with such Commitment Increase severally agrees to make additional senior secured amortizing term loans (each, an “Additional Term Loan”, and collectively, the “Additional Term Loans”) to the US Borrower on the Additional Funding Date in the Principal Amount of up to, but not exceeding, the amount of such Additional Term Loan Lender’s Additional Term Loan Commitment as set forth in the applicable Commitment Increase Certificate. Once repaid or prepaid, Additional Term Loans may not be reborrowed.

     (vi) Swingline Loans.

     A. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the US Borrower from time to time during the period from and including the Initial Funding Date to and up to, but excluding, the Revolving Loan Maturity Date, in an aggregate Principal Amount at any time outstanding that will not result in (i) the aggregate Principal Amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the sum of the Swingline Lender’s US Tranche Exposure exceeding its US Tranche Commitment, (iii) the aggregate US Tranche Credit Exposure exceeding the Aggregate US Tranche Commitments or (iv) the US Tranche Credit Exposure of any US Tranche Revolving Lender exceeding its US Tranche Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The US Borrower shall pay to the US Administrative Agent, for the account of the Swingline Lender or each US Tranche Revolving Lender, as applicable, pursuant to Section 2.01(a)(vi)(C), the outstanding aggregate principal and accrued and unpaid interest under each Swingline Loan no later than fifteen (15) days following such Swingline

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Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans.

B. To request a Swingline Loan, the US Borrower shall notify the US Administrative Agent of such request by written notice (or telephonic notice promptly confirmed by such written notice) in the form of Exhibit B-1, not later than 12:00 noon Eastern time on the date of the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), Type and amount of the requested Swingline Loan. The US Administrative Agent will promptly advise the Swingline Lender of any such notice received from the US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower by means of a credit to the general deposit account of the US Borrower with the Swingline Lender by 3:00 p.m. Eastern time, on the requested date of such Swingline Loan.

C. The US Tranche Revolving Lenders shall participate in Swingline Loans according to their respective US Tranche Percentages. Upon any Swingline Borrowing, the US Administrative Agent shall give notice thereof to each US Tranche Revolving Lender, specifying in such notice their respective US Tranche Percentage of such Swingline Loan or Loans. Each US Tranche Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the US Administrative Agent, for the account of the Swingline Lender, such US Tranche Revolving Lender’s Percentage Share of such Swingline Loan or Loans. Each US Tranche Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Tranche Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02 with respect to Loans made by such US Tranche Revolving Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the US Tranche Revolving Lenders), and the US Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the US Tranche Revolving Lenders and shall distribute the payments received from the US Borrower to the Swingline Lender and US Tranche Revolving Lenders as their interests appear with respect to such Swingline Loans. The US Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower of any default in the payment thereof.

     (b) Letters of Credit. During the period from and including the Initial Funding Date to, but excluding, the 30th day prior to the Revolving Loan Maturity Date, the

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Issuing Banks, as issuing bank for the US Tranche Revolving Lenders, agree to extend credit for the account of the US Borrower at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit; provided however, (A) the LC Exposure at any one time outstanding shall not exceed $500,000,000 and (B) after giving effect to the issuance, extension or renewal of any Letter of Credit, the US Tranche Credit Exposure of any Revolving Lender shall not exceed such Lender’s US Tranche Commitment then in effect. The US Tranche Revolving Lenders shall participate in such Letters of Credit according to their respective US Tranche Percentages. Each of the Letters of Credit shall (1) be issued by the Issuing Banks on a sight basis only, (2) contain such terms and provisions as are reasonably required by the applicable Issuing Bank, (3) be in the name of the US Borrower or its affiliates and (4) expire not later than five (5) Business Days before the Revolving Loan Maturity Date. The US Borrower may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate US Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $500,000,000. No Issuing Bank shall be obligated to issue an Offshore Currency Letter of Credit if such Issuing Bank has determined, in its sole discretion, that it is unable to fund obligations in the requested Offshore Currency; provided, however, the US Administrative Agent shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the requested Offshore Currency. From and after the Initial Funding Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to this Section 2.01(b). The Existing Letters of Credit are described on Schedule 2.01(b).

Notwithstanding anything to the contrary contained in this Agreement, including this Section 2.01(b), the expiration date of one or more Letters of Credit may extend beyond the Revolving Loan Maturity Date; provided, however, it is hereby expressly agreed and understood that:

     (i) the aggregate face amount of all such Letters of Credit shall not at any time exceed $150,000,000;

     (ii) the expiration dates of such Letters of Credit shall not extend more than three (3) years beyond the Revolving Loan Maturity Date;

     (iii) the US Borrower shall, not later than five (5) Business Days prior to the Revolving Loan Maturity Date, deposit in an account with the US Administrative Agent, in the name of the US Administrative Agent for the benefit of the US Administrative Agent and the Issuing Banks, an amount in cash or one or more Support Letters of Credit equal to the aggregate face amount of all such Letters of Credit as of such date; provided that for all Offshore Currency Letters of Credit, the US Borrower shall deposit an amount in cash or one or more Support Letters of Credit equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit and will have a continuing obligation to maintain in such account at least an amount in cash or one or more Support Letters of Credit equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, and the US Administrative Agent shall have exclusive dominion and control (including the exclusive right of withdrawal) over such account;

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     (iv) if the Issuing Banks make any disbursement in connection with a Letter of Credit after the Revolving Loan Maturity Date, such disbursement shall be an advance on behalf of the US Borrower under this Agreement and shall be reimbursed to the Issuing Banks either (A) by the US Administrative Agent applying amounts in the cash collateral account or proceeds of any draw on any Support Letter of Credit referred to in clause (iii) above until reimbursed in full, or (B) by the US Borrower pursuant to Section 2.10 (except that the US Borrower shall not have the right to request that the US Tranche Revolving Lenders make, and the US Tranche Revolving Lenders shall not have any obligation to make, a Loan under this Agreement after the Revolving Loan Maturity Date to fund any such disbursement); and

     (v) all such disbursements referred to in clause (iv) of this Section 2.01(b) shall be secured only by the cash collateral and Support Letters of Credit referred to in clause (iii) of this Section 2.01(b) and the US Borrower hereby grants, and by each deposit of such cash collateral with the US Administrative Agent grant, to the US Administrative Agent a first-priority security interest in all such cash collateral, without any further action on the part of the Issuing Banks, the US Borrower, the US Administrative Agent, any US Tranche Revolving Lender or any other Person now or hereafter party hereto (other than any action the US Administrative Agent reasonably deems necessary to perfect such security interest, which action the US Borrower hereby authorizes the US Administrative Agent to take), until same are reimbursed in full.

If, on the later of the Revolving Loan Maturity Date or the Term Loan Maturity Date (A) the US Tranche Commitments have been terminated, (B) the Loans, all interest thereon and all other amounts payable by the Borrowers hereunder or in connection herewith (other than the LC Exposure in connection with any Letter of Credit having an expiration date extending beyond the Revolving Loan Maturity Date as permitted under Section 2.01(b)) have been paid in full, and (C) the conditions set forth in clause (iii) above have been fully satisfied, then from and after such date the following provisions of this Agreement shall not be operative: Sections 9.01 (other than Section 9.01(a), which shall remain operative), 9.02, 9.03, 9.04, 9.07, 9.08, 9.09, 9.10, 10.01, 10.02, 10.03, 10.04, 10.05, 10.06, 10.07, 10.08, 10.09, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15 and 10.16.

If, after payment in full of all Indebtedness of the Borrowers under the Loan Documents (including without limitation, reimbursement obligations with respect to Letters of Credit) and the expiration or cancellation of all outstanding Letters of Credit, there remains any amount on deposit in the cash collateral account referred to in clause (iii) above, the US Administrative Agent shall, within three (3) Business Days after all such Indebtedness is paid in full and all outstanding Letters of Credit have expired or been cancelled, return such amount to the US Borrower.

     (c) Limitation on Types of Loans. Subject to the other terms and provisions of this Agreement, at the option of the US Borrower, the US Tranche Loans may be US Dollar Base Rate Loans or US Dollar LIBOR Loans and, US Dollar LIBOR Reference Rate Loans with respect to Swingline Loans, and at the option of the Canadian Borrower, the Canadian Tranche Loans may be Canadian Prime Rate Loans, Bankers’ Acceptances, BA Equivalent Loans, US Dollar Base Rate Loans or US Dollar LIBOR Loans; provided that, without the prior written

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consent of the Majority Lenders, no more than ten (10) US Dollar LIBO Rate Borrowings and five (5) Bankers’ Acceptances or BA Equivalent Loans may be outstanding at any time with respect to the Revolving Credit Facility. Subject to the other terms and provisions of this Agreement, at the option of the US Borrower, the Term Loans may be US Dollar Base Rate Loans or US Dollar LIBOR Loans; provided that, without the prior written consent of the Majority Lenders, no more than ten (10) US Dollar LIBO Rate Borrowings may be outstanding at any time with respect to the Term Loan Facility.

Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit.

          (a) Borrowings. Except as otherwise provided in Section 2.01(a)(iv), the Borrowers shall give the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) advance notice as hereinafter provided of each Borrowing hereunder, which shall specify (i) the aggregate amount of such Borrowing, (ii) the Type (in each case stating the amounts and currency requested), (iii) the date (which shall be a Business Day) of the Loans to be borrowed, (iv) (in the case of US Dollar LIBOR Loans) the duration of the Interest Period therefor and (v) the location and number of the Requesting Borrower’s account. Notwithstanding the foregoing, all Borrowings by way of Bankers’ Acceptances and BA Equivalent Loans shall be made pursuant to Section 2.11.

          (b) Minimum Amounts. Except as otherwise provided in Section 2.01(a)(iv), all US Dollar Base Rate Borrowings, US Dollar LIBOR Reference Rate Borrowings and Canadian Prime Rate Borrowings shall be in amounts of at least $250,000 or with respect to any Revolving Borrowing, the remaining balance of the Aggregate US Tranche Commitments or the Canadian Allocated Aggregate Commitments, as applicable, if less, or the amount of a Borrowing to fund a Letter of Credit pursuant to Section 2.10(a), if less, or any whole multiple of $250,000 in excess thereof, and all US Dollar LIBO Rate Borrowings shall be in amounts of at least $1,000,000 or the amount of a Borrowing to fund a Letter of Credit pursuant to Section 2.10(a), if less, or any whole multiple of $500,000 in excess thereof.

          (c) Notices. Except as otherwise provided in Section 2.01(a)(iv), the initial Borrowing and all subsequent Borrowings, continuations and conversions shall require advance written notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) in the form of Exhibits B-1 and B-2, as applicable (or telephonic notice promptly confirmed by such a written notice), which in each case shall be irrevocable, from the Requesting Borrower to be received by the US Administrative Agent not later than (i) 12:00 noon Eastern time on the date of each US Dollar Base Rate Borrowing, (ii) 12:00 noon Eastern time one (1) Business Day prior to the date of each Canadian Prime Rate Borrowing and (iii) three (3) Business Days prior to the date of each US Dollar LIBO Rate Borrowing, continuation or conversion. Without in any way limiting the Requesting Borrower’s obligation to confirm in writing any telephonic notice, the US Administrative Agent may act without liability upon the basis of telephonic notice believed by the US Administrative Agent in good faith to be from the Requesting Borrower prior to receipt of written confirmation. In each such case, the Requesting Borrower hereby waives the right to dispute the US Administrative Agent’s record of the terms of such telephonic notice except in the case of gross negligence or willful misconduct by the US Administrative Agent, its officers, employees, agents or representatives.

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     (d) Continuation Options. Subject to the provisions made in this Section 2.02(d), the Borrowers may elect to continue all or any part of any US Dollar LIBO Rate Borrowing beyond the expiration of the then current Interest Period relating thereto by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election, specifying the amount of such Borrowing to be continued and the Interest Period therefor. In the absence of such a timely and proper election, the Borrowers shall be deemed to have elected to convert such US Dollar LIBO Rate Borrowing to a US Dollar Base Rate Borrowing, pursuant to Section 2.02(e). All or any part of any US Dollar LIBO Rate Borrowing may be continued as provided herein, provided that (i) any continuation of any such Borrowing shall be (as to each Borrowing as continued for an applicable Interest Period) in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and (ii) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, each US Dollar LIBO Rate Borrowing shall be converted to a US Dollar Base Rate Borrowing on the last day of the Interest Period applicable thereto.

     (e) Conversion Options. The Borrowers may elect to convert all or any part of any US Dollar LIBO Rate Borrowing on the last day of the then current Interest Period relating thereto to (i) for the US Tranche or Term Tranche, a US Dollar Base Rate Borrowing and (ii) for the Canadian Tranche, a US Dollar Base Rate Borrowing, a Canadian Prime Rate Borrowing or (subject to Section 2.11) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. Subject to the provisions made in this Section 2.02(e), the Borrowers may elect to convert all or any part of any US Dollar Base Rate Borrowing at any time and from time to time to (A) for the US Tranche or Term Tranche, a US Dollar LIBO Rate Borrowing and (B) for the Canadian Tranche, a US Dollar LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or (subject to Section 2.11) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. Subject to the provisions made in this Section 2.02(e), the Canadian Borrower may elect to convert all or any part of any Canadian Prime Rate Borrowing at any time and from time to time to a US Dollar LIBO Rate Borrowing, a US Dollar Base Rate Borrowing or (subject to Section 2.11) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. All or any part of any outstanding Borrowing may be converted as provided herein, provided that (x) any conversion of any US Dollar Base Rate Borrowing into a US Dollar LIBO Rate Borrowing shall be (as to each such Borrowing into which there is a conversion for an applicable Interest Period) in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and (y) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, no US Dollar Base Rate Borrowing may be converted into a US Dollar LIBO Rate Borrowing.

     (f) Advances. Except as otherwise provided in Section 2.01(a)(iv), not later than 1:00 p.m. Eastern time on the date specified for each Borrowing hereunder, each Applicable Lender shall make available the amount of the Loan to be made by it on such date to the Applicable Administrative Agent, to an account which such Administrative Agent shall specify,

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in immediately available funds, for the account of the Requesting Borrower. The amounts so received by the Applicable Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Requesting Borrower by depositing the same, in immediately available funds, in an account of the Requesting Borrower, designated by such Borrower and maintained at its principal office.

          (g) Letters of Credit. The US Borrower shall submit to the US Administrative Agent and the Issuing Bank a Letter of Credit Application not later than 11:00 a.m. Eastern time, not less than three (3) Business Days prior to the proposed date of issuance (or such shorter period as may be agreed to by the US Administrative Agent and the applicable Issuing Bank) and the proposed date of amendment, renewal or extension (or such shorter period as may be agreed to by the US Administrative Agent and the Issuing Bank) of a Letter of Credit hereunder. Each Letter of Credit Application shall specify (i) the amount of such Letter of Credit, (ii) the date (which shall be a Business Day) such Letter of Credit is to be issued, amended, renewed or extended, (iii) the duration thereof, (iv) the name and address of the beneficiary thereof, (v) the form of the Letter of Credit, (vi) the name of the elected Issuing Bank and (vii) such other information as the US Administrative Agent and the applicable Issuing Bank may reasonably request, all of which shall be reasonably satisfactory to the US Administrative Agent and such Issuing Bank. Subject to the terms and conditions of this Agreement, on the date specified for the issuance, amendment, renewal or extension of a Letter of Credit, the Issuing Bank shall issue, amend, renew or extend such Letter of Credit to the beneficiary thereof. Promptly thereafter, the Issuing Bank shall notify the US Administrative Agent and the US Borrower, in writing, of such issuance, amendment, renewal or extension, and such notice shall be accompanied by a copy of such issuance, amendment, renewal or extension. Promptly after receipt of such notice, the US Administrative Agent shall notify each US Tranche Revolving Lender, in writing, of such issuance, amendment, renewal or extension and if any US Tranche Revolving Lender so requests, the US Administrative Agent shall provide such Lender with copies of such issuance, amendment, renewal or extension.

     Section 2.03 Changes of Commitments.

     (a) Optional Increases.

     (i) Subject to the conditions set forth in Section 2.03(a)(ii)(B), Section 6.02 and Section 6.03, the US Borrower may increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments then in effect without the prior written consent of the Lenders (a “Commitment Increase”) by increasing the applicable commitment of an Applicable Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).

     (ii) The increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be subject to the following additional conditions:

     A. all such increases shall not exceed $400,000,000 or such lesser amount as reduced pursuant to Sections 2.03(c)(i) and 2.03(c)(ii) for both the Aggregate US Tranche Commitments and the Aggregate Term Commitments combined;

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     B. if the US Borrower elects to increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments by increasing the applicable commitment of a Lender, the US Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”);

     C. if the US Borrower elects to increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments by causing an Additional Lender to become a party to this Agreement, then the US Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of the Commitment Increase Certificate and Exhibit H-2 (an “Additional Lender Certificate”), together with an administrative questionnaire, and the US Borrower shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a Principal Amount equal to its US Tranche Commitment and/or Term Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent and, with respect to the Aggregate US Tranche Commitments only, also the Issuing Banks;

     D. no Commitment Increase of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be made unless the conditions set forth in Section 6.03 shall be satisfied (or waived in accordance herewith);

     E. no Default or Event of Default shall have occurred and be continuing at the effective date of such increase (both before and after giving effect to such increase);

     F. on the effective date of such increase, no US Dollar LIBO Rate Borrowings shall be outstanding or if any US Dollar LIBO Rate Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings unless the US Borrower pays compensation required by Section 5.05;

     G. no Lender’s US Tranche Commitment or Term Commitment may be increased without the consent of such Lender;

     H. any increase shall be not less than $50,000,000 (or, if less than $50,000,000, such increase shall be the remaining amount of the permitted Commitment Increases pursuant to clause (A) above) and shall be in a whole multiple of $10,000,000 in excess thereof; and

     I. any Commitment Increase when combined with all previous Commitment Increases exceeding $200,000,000 in the aggregate shall only be available to the extent of the excess of $400,000,000 or such lesser amount as reduced pursuant to Sections 2.03(c)(i) and 2.03(c)(ii) over the sum of (A) the aggregate amount of the current and all previous Commitment Increases

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and (B) any amount in excess of $800,000,000 outstanding or available under the ABS Facility Increase, and the US Administrative Agent is given satisfactory evidence of such reduction and repayment.

     (iii) Subject to the acceptance and recording thereof pursuant to Section 2.03(a)(iv), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any US Dollar LIBO Rate Borrowings are outstanding, then the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings, unless the US Borrower has paid compensation required by Section 5.05): (A) the amount of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be increased as set forth therein and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, in connection with an increase of the Aggregate US Tranche Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Loans (and participation interests in Letters of Credit) of each of the other US Tranche Revolving Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale and agree to make such additional Loans) such that each Lender (including any Additional Lender, if applicable) shall hold its US Tranche Percentage of the outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate US Tranche Commitments. In connection with an increase of the Aggregate Term Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Term Loans of each of the other Term Loan Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale and agree to make such Additional Term Loans) such that each Lender (including any Additional Lender, if applicable) shall hold its Term Loan Percentage of the outstanding Term Loans after giving effect to the increase in the Aggregate Term Commitments.

     (iv) Upon its receipt of (A) a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the US Borrower and the Lender or the US Borrower and the Additional Lender party thereto, as applicable, (B) the processing and recording fee referred to in Section 13.06(b), (C) the administrative questionnaire referred to in Section 2.03(a)(ii)(C), if applicable, (D) the other closing certificates and documentation as required by the Administrative Agent and (E) the written consent of the Administrative Agent and, if applicable, the Issuing Bank which will not be unreasonably withheld to such increase required by Section 2.03(a)(ii)(C), the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 13.06(b). No increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.03(a)(iv).

     (b) Optional Terminations and Reductions.

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     (i) The US Borrower shall have the right to terminate or to reduce the amount of the Aggregate US Tranche Commitments at any time, or from time to time, upon not less than three (3) Business Days’ prior notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $1,000,000 or any whole multiple of $500,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the US Administrative Agent; provided that any termination in full of the Aggregate US Tranche Commitments pursuant to this Section 2.03(b)(i) shall automatically terminate in full the Canadian Allocated Maximum Aggregate Commitments.

     (ii) The US Borrower shall have the right to allocate (or reallocate, if previously allocated) a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Aggregate Commitments by notice to the US Administrative Agent; provided that (A) any such notice shall be received by the US Administrative Agent not later than 11:00 a.m. Eastern time ten (10) Business Days prior to the date such allocation or reallocation shall become effective which effective date may only occur six (6) times per calendar year, (B) any such allocation or reallocation shall be in an aggregate amount of $5,000,000 or any whole multiple in excess thereof and after giving effect thereto, the Canadian Allocated Aggregate Commitments shall not exceed the Canadian Allocated Maximum Aggregate Commitments, or shall be a reallocation to zero, (C) any outstanding US Tranche Loans will be reallocated according to the new US Tranche Percentages and if outstanding US Dollar LIBOR Loans are required to be terminated, the Borrowers shall pay any required amounts pursuant to Section 5.05 and Section 2.04(a), and (D) the US Borrower shall not allocate or reallocate any portion of the Aggregate US Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder (x) the US Tranche Credit Exposure would exceed the Aggregate US Tranche Commitments, (y) the Canadian Tranche Credit Exposure would exceed the Canadian Allocated Aggregate Commitments and (z) any US Tranche Revolving Lender’s US Tranche Commitment would not equal or exceed its US Tranche Credit Exposure or any Canadian Tranche Revolving Lender’s Canadian Allocated Commitment would not equal or exceed its Canadian Tranche Credit Exposure. The allocation will be effected by reducing the US Tranche Commitment of each US Tranche Revolving Lender that is or has a branch or an Affiliate that is a Canadian Tranche Revolving Lender by the amount that its or its branch’s or Affiliate’s Canadian Allocated Commitment is increased. For any reallocation, its or its branch’s or Affiliate’s Canadian Allocated Commitment will be reduced by the amount that its US Tranche Commitment is increased. Any US Tranche Revolving Lender that is not or has no branch or Affiliate that is a Canadian Tranche Revolving Lender will not have its US Tranche Commitment affected. The US Administrative Agent will (a) promptly notify the Canadian Administrative Agent and the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders of any such notice of allocation or reallocation of the Aggregate US Tranche Commitments and the amount of their respective Canadian Allocated Commitments, (b) prepare and provide to the Borrowers, the Canadian Administrative Agent and the other Lenders such documentation reflecting the new US Tranche Commitments and Canadian Allocated Commitments giving effect to such allocation or

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reallocation and (c) notify all Lenders of the Aggregate US Tranche Commitments and Canadian Allocated Aggregate Commitments upon the effectiveness of such allocation or reallocation, which effectiveness shall require no vote or consent of any Lender.

     (iii) At any time during which no Canadian Allocation Period exists, the US Borrower may at such time permanently terminate their right to allocate a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Aggregate Commitments, at which time (A) the obligations of the Canadian Borrower hereunder and each Guaranty Agreement – Canada pursuant to Section 9.07(b) and the Guaranty pursuant to ARTICLE XIV shall terminate in accordance with Section 9.07(d), (B) all Collateral pursuant to Section 9.07(b) shall be released in accordance with Section 9.07(d), (C) the Canadian Borrower shall cease to be a party to the Loan Documents and (D) thereafter no US Tranche Revolving Lender nor any Canadian Tranche Revolving Lender shall have any Canadian Allocated Commitment.

     (c) Mandatory Terminations and Reductions.

     (i) Upon any sale of LP Units, Subordinated Units, IDRs or GP Interests pursuant to Section 10.14(i), the Aggregate US Tranche Commitments and any unused Commitment Increases shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after the effectiveness of such sale; provided, however that any sale of LP Units as a result of an over-allotment option pursuant to a public offering will not be considered a sale that would result in a reduction to the Aggregate US Tranche Commitments.

     (ii) Upon the due date of any mandatory prepayment (whether or not any Revolving Loans or LC Exposure are then outstanding) relating to a Transfer of Compression Assets pursuant to Section 10.14(c), the Aggregate US Tranche Commitments and any unused Commitment Increases shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after the effectiveness of such Transfer.

     (iii) Upon any sale of Compression Assets or Equity Interests pursuant to Section 10.14(d), the Aggregate US Tranche Commitments shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after the effectiveness of such sale.

     (iv) Upon the due date of any mandatory prepayment (whether or not any Revolving Loans or LC Exposure are then outstanding) relating to a sale of Property pursuant to Section 10.14(k), the Aggregate US Tranche Commitments shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after such due date of any mandatory

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prepayment (whether or not any Revolving Loans or LC Exposure are then outstanding) relating) relating to such sale.

     (v) Reserved.

     (vi) The Aggregate US Tranche Commitments once terminated or reduced pursuant to Sections 2.03(b)(i), 2.03(c)(i), 2.03(c)(ii), 2.03(c)(iii) and 2.03(c)(iv), respectively may not be reinstated except pursuant to Section 2.03(a).

     (vii) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Loan Maturity Date. If at any time the Aggregate Revolving Commitments are terminated or reduced to zero, then the Revolving Commitments shall terminate on the effective date of such termination or reduction.

     (viii) (A) Each Term Loan Lender’s Term Commitment shall terminate in an amount equal to any Term Loan Borrowing on the date of such Term Loan Borrowing, (B) unless previously terminated, each Initial Term Commitments shall terminate on February 15, 2008 and (C) unless previously terminated, each Additional Term Loan Commitment shall terminate on the date specified in the applicable Commitment Increase Certificate.

Section 2.04 Fees.

     (a) Commitment Fees.

     (i) The US Borrower shall pay to the US Administrative Agent for the account of each US Tranche Revolving Lender and Term Loan Lender a commitment fee, which shall accrue at the Applicable Margin (a “US Commitment Fee”), on the daily average unused amount (after deducting any LC Exposure but before deducting any outstanding Swingline Loans) of each US Tranche Revolving Lender’s US Tranche Commitment or each Term Loan Lender’s Term Commitment, as applicable, for the period from and including the Initial Funding Date up to, but excluding, the Revolving Loan Maturity Date with respect to the Revolving Credit Facility and the Term Loan Maturity Date with respect to the Term Loan Facility.

     (ii) During a Canadian Allocation Period, in consideration of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment, the Canadian Borrower shall pay to the Canadian Administrative Agent in US Dollars for the account of each Canadian Tranche Revolving Lender a commitment fee, which shall accrue at the Applicable Margin (a “Canadian Commitment Fee”), on the daily average unused amount of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment for the Canadian Allocation Period.

     (iii) Accrued Commitment Fees shall be payable (A) quarterly in arrears on each Quarterly Date with respect to the Revolving Credit Facility and the Aggregate Term Commitments for the Initial Term Loans, (B) on the date of any reallocation of the Aggregate US Tranche Commitments under Section 2.03(b)(ii) with respect to the Revolving Credit Facility, (C) on the earlier of the date the Aggregate Revolving

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Commitments are terminated or the Revolving Loan Maturity Date with respect to the Revolving Credit Facility and (D) on the date the Aggregate Term Commitments for the Initial Term Loans are terminated.

     (b) Letter of Credit Fees.

     (i) The US Borrower shall pay to the US Administrative Agent, for the account of each US Tranche Revolving Lender and the Issuing Banks, commissions for issuing the Letters of Credit on the daily outstanding amount of the maximum liability of the Issuing Banks existing from time to time under such Letter of Credit (including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) (calculated separately for each Letter of Credit) at a rate equal to the Applicable Margin for US Dollar LIBOR Loans under the Revolving Credit Facility, in effect from time to time during the term of each Letter of Credit. Each Letter of Credit shall be deemed outstanding up to the available face amount of the Letter of Credit (including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) until the Issuing Banks have received from the beneficiary a written cancellation authorization, in form and substance reasonably acceptable to the Issuing Banks or until the date the Letter of Credit expires by its terms. Such commissions are payable quarterly in arrears on each Quarterly Date and upon cancellation or expiration of each such Letter of Credit.

     (ii) In addition to the fees described in Section 2.04(b)(i), the US Borrower shall pay to the applicable Issuing Bank, for such Issuing Bank’s account, 0.125% per annum of the amount of each Letter of Credit as a fronting fee. Such fronting fees are payable quarterly in arrears on each Quarterly Date.

     (iii) The US Borrower shall pay to the applicable Issuing Bank for its own account, upon each drawing or payment under, issuance of, or amendment to, any Letter of Credit, such amount as shall at the time of such event be the administrative charge and reasonable out-of-pocket expenses which such Issuing Bank or its Affiliate is generally imposing in connection with such occurrence with respect to letters of credit.

          (c) Other Fees. The US Borrower shall pay to the US Administrative Agent for its own account such other fees as are set forth in the Fee Letter on the dates specified therein to the extent not paid prior to the Initial Funding Date.

     Section 2.05 Several Obligations. The failure of any Lender to make any Loan to be made by it or to provide funds for disbursements or reimbursements under Letters of Credit on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan or provide funds on such date, but no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender or to provide funds to be provided by such other Lender.

     Section 2.06 Notes. Any Lender may request that the Loans made by it be evidenced by a Note. In such event, the Applicable Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender, substantially in the form of

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Exhibit A-1, with respect to Revolving Loans made to the US Borrower, Exhibit A-2 with respect to Revolving Loans made to the Canadian Borrower and Exhibit A-3 with respect to Term Loans, as applicable, dated (a) the Initial Funding Date or (b) the effective date of an Assignment pursuant to Section 13.06(b), in a Principal Amount equal to its Percentage Share of the Aggregate US Tranche Commitments, Canadian Allocated Maximum Aggregate Commitments or Aggregate Term Commitments as the case may be, as originally in effect and otherwise duly completed and such substitute Notes as required by Section 13.06(b); provided that Notes requested in amounts less than $1,000,000 shall require the consent of the Applicable Borrower, such consent not to be unreasonably withheld or delayed. The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books and maintained in accordance with its usual practice. Failure to make such recordation shall not affect any Lender’s or any Borrower’s rights or obligations in respect of such Loans.

     Section 2.07 Prepayments.

          (a) Voluntary Prepayments. The Borrowers may prepay the US Dollar Base Rate Loans and the US Dollar LIBOR Reference Rate Loans and the Canadian Borrower may prepay the Canadian Prime Rate Loans, as applicable, upon the same Business Day’s prior notice to the US Administrative Agent (which shall promptly notify the Lenders, including the Canadian Administrative Agent), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the applicable Loans) and shall be irrevocable and effective only upon receipt by the US Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrowers may prepay US Dollar LIBOR Loans on the same conditions as for US Dollar Base Rate Loans (except that prior notice to the US Administrative Agent shall not be less than three (3) Business Days for US Dollar LIBOR Loans) and in addition such prepayments of US Dollar LIBOR Loans shall be subject to the terms of Section 5.05 and shall be in an amount equal to all of the US Dollar LIBOR Loans for the US Dollar LIBO Rate Borrowing prepaid. Any prepayments made to the Term Loans shall be applied to the first installment owed then inversely to the remaining installments owed pursuant to Section 3.01(b)(i). Notwithstanding the foregoing and subject to Section 2.11(m), the Canadian Borrower shall not be permitted to prepay any Bankers’ Acceptances or BA Equivalent Loans at any time.

          (b) Mandatory Prepayments.

     (i) If, after giving effect to any termination, reduction or allocation of the Aggregate US Tranche Commitments pursuant to Sections 2.03(b)(i) and 2.03(b)(ii), (A) the US Tranche Credit Exposure exceeds the Aggregate US Tranche Commitments or (B) any US Tranche Revolving Lender’s US Tranche Credit Exposure exceeds its US Tranche Commitment, (1) the US Borrower shall prepay the US Tranche Loans on the date of such termination, reduction or allocation in an aggregate Principal Amount, together with interest on the Principal Amount paid accrued to the date of such prepayment, equal to the excess to be applied first to clause (A) above and then any remaining to clause (B) above for the applicable US Tranche Revolving Lender and (2) if any excess remains after prepaying all of the US Tranche Loans because of the LC

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Exposure, the US Borrower shall pay to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (ii) If, after giving effect to any reallocation of the Canadian Allocated Commitment pursuant to Section 2.03(b)(ii) or any termination or reduction pursuant to Section 2.03(b)(i), (A) the outstanding aggregate Principal Amount of the Canadian Tranche Credit Exposure exceeds the Canadian Allocated Aggregate Commitments or (B) any Canadian Tranche Revolving Lender’s Canadian Tranche Credit Exposure exceeds its Canadian Allocated Commitment, the Canadian Borrower shall prepay the Canadian Tranche Loans (other than Bankers’ Acceptances and BA Equivalent Loans) on the date of such reallocation in an aggregate Principal Amount, together with interest on the Principal Amount paid accrued to the date of such prepayment equal to the excess to be applied first to clause (A) above and then any remaining to clause (B) above for the applicable Canadian Tranche Revolving Lender.

     (iii) Upon any Transfer of Compression Assets pursuant to Section 10.14(c), the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to 50% of the Net Proceeds received in excess of $65,000,000 in any fiscal year or $200,000,000 on a cumulative basis, as applicable, from all such Transfers, together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, exchange or conveyance, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (iv) Upon any sale of Equity Interests of any ABS Subsidiary or Compression Assets to the EPLP Group pursuant to Section 10.14(d), the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to the cash consideration received and the assumed obligations in excess of 75% of the total consideration received for such sale, together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, exchange or conveyance, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (v) Upon any sale of LP Units, Subordinated Units, IDRs or GP Interests pursuant to Section 10.14(i), the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to 50% of the Net Proceeds from such sale, together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans

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then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (vi) 365 days after any sale of Property pursuant to Section 10.14(k), the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to the Net Proceeds received for such sale and not reinvested as provided in Section 10.14(k) together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, exchange or conveyance, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

          (c) Generally. Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of US Dollar LIBOR Loans. Any prepayments on the Revolving Loans in accordance with Sections 2.07(a) and 2.07(b)(ii) may be reborrowed subject to the then effective Aggregate US Tranche Commitments and the Canadian Allocated Aggregate Commitments, as applicable. Any prepayments on any Revolving Loans in accordance with Sections 2.07(b)(i), 2.07(b)(iii), 2.07(b)(iv), 2.07(b)(v) and 2.07(b)(vi) and any prepayments on any Term Loans may not be reborrowed. Notwithstanding Section 2.07(b), any prepayments made if an Event of Default exists and is continuing shall be applied pari passu to the Aggregate Credit Exposure. In the event of a mandatory prepayment pursuant to this Section 2.07 which would cause Bankers’ Acceptances and BA Equivalent Notes to be prepaid but for the prohibition on prepayment contained herein, the US Administrative Agent shall deposit with the Canadian Administrative Agent an amount equal to the Principal Amount that would have been prepaid for such Bankers’ Acceptances and BA Equivalent Notes on behalf of the Canadian Tranche Revolving Lenders holding such Bankers’ Acceptances and BA Equivalent Notes to be held pursuant to the terms in Section 2.11(i) except that on the BA Maturity Date for such Bankers’ Acceptances and BA Equivalent Notes, the Canadian Administrative Agent shall apply such amounts against such Bankers’ Acceptances and BA Equivalent Notes.

     Section 2.08 Lending Offices. The Loans of each Type made by each Lender shall be made and maintained at such Lender’s Applicable Lending Office for Loans of such Type.

     Section 2.09 Assumption of Risks. The US Borrower assumes all risks of the acts or omissions of any beneficiary of any Letter of Credit or any transferee thereof with respect to its use of such Letter of Credit. Neither the Issuing Bank (except in the case of gross negligence or willful misconduct on the part of the Issuing Bank or any of its officers, employees, agents or representatives as determined by final and non appealable judgment of a court of competent jurisdiction), its correspondents nor any Lender shall be responsible for the validity, sufficiency

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or genuineness of certificates or other documents or any endorsements thereon, even if such certificates or other documents should in fact prove to be invalid, insufficient, fraudulent or forged; for errors, omissions, interruptions or delays in transmissions or delivery of any messages by mail, telex, or otherwise, whether or not they be in code; for errors in translation or for errors in interpretation of technical terms; the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; the failure of any beneficiary or any transferee of any Letter of Credit to comply fully with conditions required in order to draw upon any Letter of Credit; or for any other consequences arising from causes beyond the Issuing Bank’s control or the control of the Issuing Bank’s correspondents. In addition, neither the Issuing Bank (except in the case of gross negligence or willful misconduct on the part of the Issuing Bank or any of its officers, employees, agents or representatives), the US Administrative Agent nor any Lender shall be responsible for any error, neglect, or default of any of the Issuing Bank’s correspondents; and none of the above shall affect, impair or prevent the vesting of any of the Issuing Bank’s, the US Administrative Agent’s or any Lender’s rights or powers hereunder, all of which rights shall be cumulative. The Issuing Bank and its correspondents may accept certificates or other documents that appear on their face to be in order, without responsibility for further investigation of any matter contained therein regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the US Borrower agrees that any action, inaction or omission taken or not taken by the Issuing Bank or by any correspondent for the Issuing Bank in good faith in connection with any Letter of Credit, or any related drafts, certificates, documents or instruments, shall be binding on the US Borrower and shall not put the Issuing Bank or its correspondents under any resulting liability to the US Borrower.

     Section 2.10 Obligation to Reimburse and to Prepay.

          (a) In connection with any Letter of Credit, the US Borrower may make funds available for disbursement by the Issuing Bank in connection with such Letter of Credit. In such cases, the Issuing Bank shall use such funds which the US Borrower has made available to fund such Letter of Credit. In addition, the US Borrower may give written instructions to the Issuing Bank and the US Administrative Agent to make a Loan under this Agreement to fund any Letters of Credit which may be drawn. In all such cases, the US Borrower shall give the appropriate notices required under this Agreement for a US Dollar Base Rate Loan, a US Dollar LIBOR Reference Rate Loan or a US Dollar LIBOR Loan. If a disbursement by the Issuing Bank is made under any Letter of Credit, in cases in which the US Borrower has not either provided its own funds to fund a draw on a Letter of Credit or given the US Administrative Agent prior notice for a Loan under this Agreement, then the US Borrower shall pay to the US Administrative Agent within two (2) Business Days after notice of any such disbursement is received by the US Borrower, the amount and, in the case of any Offshore Currency Letters of Credit, the US Dollar Equivalent determined on the date of such disbursement, of each such disbursement made by the Issuing Bank under the Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for US Dollar Base Rate Loans through the second Business Day after notice of such disbursement is received by the US Borrower and (ii) thereafter, the

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Post-Default Rate for US Dollar Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount. The obligations of the US Borrower under this Agreement with respect to each Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including but only to the fullest extent permitted under applicable law, the following circumstances: (A) any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the Security Instruments; (B) any amendment or waiver of (including any default), or any consent to departure from this Agreement (except to the extent permitted under any amendment or waiver), any Letter of Credit or any of the Security Instruments; (C) the existence of any claim, set-off, defense or other rights which the US Borrower may have at any time against the beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the US Administrative Agent, any US Tranche Revolving Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the Security Instruments, the transactions contemplated hereby or any unrelated transaction; (D) any statement, certificate, draft, notice or any other document presented under any Letter of Credit proves to have been forged, fraudulent, insufficient or invalid in any respect or any statement therein proves to have been untrue or inaccurate in any respect whatsoever; (E) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate which appears on its face to comply, but does not comply, with the terms of such Letter of Credit; and (F) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Notwithstanding anything in this Agreement to the contrary, the US Borrower will not be liable for payment or performance that results from the gross negligence or willful misconduct of the Issuing Bank or its officers, employees, agents or representatives, except where the US Borrower or any Restricted Subsidiary actually recovers the proceeds for itself or the Issuing Bank of any payment made by the Issuing Bank in connection with such gross negligence or willful misconduct.

     (b) In the event of the occurrence of any Event of Default, a payment or prepayment pursuant to Section 2.07(b) or the maturity of the Loans, whether by acceleration or otherwise, an amount equal to the LC Exposure, except for all Offshore Currency Letters of Credit which shall equal an amount equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, shall be deemed to be forthwith due and owing by the US Borrower to the Issuing Bank, the US Administrative Agent and the US Tranche Revolving Lenders as of the date of any such occurrence; and the US Borrower’s obligation to pay such amount (or provide one or more Support Letters of Credit in a face amount equal to such amount) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted under applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the US Borrower may now or hereafter have against any such beneficiary, the Issuing Bank, the US Administrative Agent, the US Tranche Revolving Lenders or any other Person for any reason whatsoever. The US Borrower will have a continuing obligation to maintain in such account at least an amount in cash or one or more Support Letters

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of Credit equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent. Such payments shall be held by the US Administrative Agent, for the account of the Issuing Bank on behalf of the US Tranche Revolving Lenders, as collateral securing the LC Exposure in an account or accounts at the Principal Office; and the US Borrower hereby grants to, and by its deposit with the US Administrative Agent grants to, the US Administrative Agent a security interest in such collateral. In the event of any such payment by the US Borrower of amounts contingently owing under outstanding Letters of Credit and in the event that thereafter drafts or other demands for payment complying with the terms of such Letters of Credit are not made prior to the respective expiration dates thereof, the US Administrative Agent agrees, if no Event of Default has occurred and is continuing or if no other amounts are outstanding under this Agreement, the Loans or the Security Instruments, to (i) remit to the US Borrower (A) such amounts for which the contingent obligations evidenced by the Letters of Credit have ceased and (B) amounts on deposit as cash collateral for Letters of Credit and (ii) cancel and return any outstanding Support Letters of Credit issued in connection therewith.

     (c) Each US Tranche Revolving Lender severally and unconditionally agrees that it shall promptly reimburse the US Administrative Agent, for the account of the Issuing Bank, in US Dollars an amount equal to such Lender’s participation in any Letter of Credit as provided in Section 2.01(b) of any disbursement made by the Issuing Bank under any Letter of Credit that is not reimbursed according to this Section 2.10 (other than with respect to disbursements described in the second paragraph of Section 2.10(a)), and such obligation to reimburse is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the US Borrower fails to make such payment when due, the US Administrative Agent shall notify each US Tranche Revolving Lender of the applicable disbursement, the payment then due from the US Borrower in respect thereof and such Lender’s applicable percentage thereof. Promptly following receipt of such notice, each US Tranche Revolving Lender shall pay to the US Administrative Agent its applicable percentage of the payment then due from the US Borrower, in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender (and Section 2.02(f) shall apply, mutatis mutandis, to the payment obligations of the US Tranche Revolving Lenders), and the US Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the US Tranche Revolving Lenders. Promptly following receipt by the US Administrative Agent of any payment from the US Borrower pursuant to this paragraph, the US Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that US Tranche Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such US Tranche Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any disbursement shall not constitute a Loan and shall not relieve the US Borrower of its obligation to reimburse such disbursement.

If no Event of Default has occurred and is continuing, and subject to availability under the Aggregate Revolving Commitments (after reduction for the LC Exposure), to the extent the US Borrower has not reimbursed the Issuing Bank for any drawn upon Letter of Credit within one

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(1) Business Day after notice of such disbursement has been received by the US Borrower, the amount of such Letter of Credit reimbursement obligation shall automatically be funded by the US Tranche Revolving Lenders as a Loan hereunder and used to pay such Letter of Credit reimbursement obligation in the percentages referenced in clause (c) above. If an Event of Default has occurred and is continuing, or if the funding of such Letter of Credit reimbursement obligation as a Loan would cause the aggregate amount of all Loans outstanding to exceed the Aggregate Revolving Commitments (after reduction for the LC Exposure), such Letter of Credit reimbursement obligation shall not be funded as a Loan, but instead shall accrue interest as provided in Section 2.10(a) and be subject to reimbursement under Section 2.10(c).

     Section 2.11 Bankers’ Acceptances and BA Equivalent Loans.

          (a) Subject to the terms and conditions of this Agreement, the Canadian Allocated Commitments may be utilized, upon the request of the Canadian Borrower, in addition to Canadian Prime Rate Loans, US Dollar Base Rate Loans and US Dollar LIBOR Loans provided for by Section 2.01(a), for the acceptance and purchase by the Canadian Tranche Revolving Lenders of Bankers’ Acceptances issued by the Canadian Borrower or the making of BA Equivalent Loans, provided that (i) in no event shall the US Dollar Equivalent Amount of the aggregate amount of the Canadian Prime Rate Loans, Bankers’ Acceptances and BA Equivalent Loans and the aggregate amount of the US Dollar Base Rate Loans and the US Dollar LIBOR Loans owing to the Canadian Tranche Revolving Lenders exceed the Canadian Allocated Aggregate Commitments, (ii) all Bankers’ Acceptances and BA Equivalent Notes shall have maturities which fall on a Business Day and are an integral multiple of thirty (30) days, and are not less than thirty (30) days or more than 180 days, from the Acceptance Date (and shall in no event mature on a date after the Revolving Loan Maturity Date) and (iii) in no event shall the face amount of any Borrowing by way of Bankers’ Acceptance or BA Equivalent Loan be less than C$1,000,000 and other than in multiples of C$100,000 for any amounts in excess thereof. Whenever the Canadian Borrower is required to furnish a notice to the Canadian Administrative Agent pursuant to the following additional provisions of this Section 2.11, it shall give a copy of such notice to the US Administrative Agent.

          (b) To facilitate the acceptance of Bankers’ Acceptances and the issuance of BA Equivalent Notes under this Agreement, the Canadian Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Drafts and BA Equivalent Notes duly executed and endorsed in blank by the Canadian Borrower in quantities sufficient for each Canadian Tranche Revolving Lender to fulfill its obligations hereunder. In addition, the Canadian Borrower hereby appoints each Canadian Tranche Revolving Lender as its attorney, with respect to Drafts and BA Equivalent Notes for which the Canadian Borrower has provided a Bankers’ Acceptance or BA Equivalent Loan notice:

     (i) to complete and sign on behalf of the Canadian Borrower, either manually or by facsimile or mechanical signature, the BA Equivalent Notes or the Drafts to create the Bankers’ Acceptances (with, in each Canadian Tranche Revolving Lender’s discretion, the inscription “This is a depository bill subject to the Depository Bills and Notes Act (Canada)”), as applicable;

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     (ii) after the acceptance thereof by any Canadian Tranche Revolving Lender, to endorse on behalf of the Canadian Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance or BA Equivalent Note in favor of the applicable purchaser or endorsee thereof including, in such Canadian Tranche Revolving Lender’s discretion, such Canadian Tranche Revolving Lender or a clearing house (as defined by the DBNA);

     (iii) to deliver such Bankers’ Acceptances (or such BA Equivalent Notes) to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and

     (iv) to comply with the procedures and requirements established from time to time by such Canadian Tranche Revolving Lender or such clearing house in respect of the delivery, transfer and collection of Drafts and Bankers’ Acceptances (or BA Equivalent Notes).

The Canadian Borrower recognizes and agrees that all Drafts, Bankers’ Acceptances and BA Equivalent Notes signed, endorsed, delivered or deposited on its behalf by a Canadian Tranche Revolving Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Borrower. Each Canadian Tranche Revolving Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank or issue BA Equivalent Notes in such face amounts as may be determined by such Canadian Tranche Revolving Lender in accordance with the terms of this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted by or BA Equivalent Loans made by such Canadian Tranche Revolving Lender. No Canadian Tranche Revolving Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance or make a BA Equivalent Loan if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower to provide duly executed and endorsed Drafts or BA Equivalent Notes to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Tranche Revolving Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Tranche Revolving Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Tranche Revolving Lender shall exercise such care in the custody and safekeeping of Drafts and BA Equivalent Notes as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Tranche Revolving Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts and BA Equivalent Notes then held by it for the Canadian Borrower. Each Canadian Tranche Revolving Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (A) received by it from the Canadian Administrative Agent in blank hereunder, (B) voided by it for any reason, (C) accepted by it hereunder, (D) purchased by it hereunder and (E) canceled at their respective maturities and of BA Equivalent Notes (1) received by it from the Canadian Administrative Agent in blank hereunder, (2) voided by it for any reason and (3) canceled at their respective maturities. Each Canadian Tranche Revolving Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Tranche Revolving Lender.

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     (c) When the Canadian Borrower wishes to make a Borrowing by way of Bankers’ Acceptances or BA Equivalent Loans, the Canadian Borrower shall give the Administrative Agents a borrowing notice in the form of Exhibit B-2 with respect to the issuance of the Bankers’ Acceptances or BA Equivalent Notes by not later than 1:00 p.m. Eastern time, three (3) Business Days’ prior to the Acceptance Date. Each borrowing notice shall be irrevocable and binding on the Canadian Borrower. The Canadian Borrower shall indemnify each Canadian Tranche Revolving Lender against any loss or expense incurred by such Lender as a result of any failure by the Canadian Borrower to fulfill or honor before the date specified as the Acceptance Date, the applicable conditions set forth in ARTICLE VI, if, as a result of such failure the requested Bankers’ Acceptance or a BA Equivalent Loan is not made on such date. Unless otherwise agreed among the Administrative Agents and the Canadian Tranche Revolving Lenders, the aggregate amount of all Bankers’ Acceptances or BA Equivalent Notes issued on any Acceptance Date hereunder shall be accepted pro rata, subject to Section 2.11(g), by all Canadian Tranche Revolving Lenders relative to their respective Canadian Tranche Percentage. Upon receipt of a borrowing notice, the Canadian Administrative Agent shall advise each Canadian Tranche Revolving Lender of the contents thereof. Upon the acceptance of a Bankers’ Acceptance or a BA Equivalent Note by a Canadian Tranche Revolving Lender, such Lender shall purchase such Bankers’ Acceptance from or make such BA Equivalent Loan to the Canadian Borrower and pay to the Canadian Administrative Agent not later than 12:00 noon Eastern time, on the day of such Borrowing, for the account of the Canadian Borrower, the amount of the BA Net Proceeds in respect of such Bankers’ Acceptance or BA Equivalent Loan.

     (d) On each day during the period commencing with the issuance by the Canadian Borrower of any Bankers’ Acceptance and until such BA Exposure shall have been paid by the Canadian Borrower, the Canadian Allocated Commitment of each Accepting Lender that is able to extend credit by way of Bankers’ Acceptances shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the Principal Amount of such Bankers’ Acceptance. The Canadian Allocated Commitment of any Canadian Tranche Revolving Lender providing a BA Equivalent Loan rather than Bankers’ Acceptances shall be deemed utilized during this period in an amount equal to the Principal Amount of the BA Equivalent Note for such BA Equivalent Loan.

     (e) The Canadian Borrower agrees to pay on the BA Maturity Date for each Bankers’ Acceptance and BA Equivalent Note, to the Canadian Administrative Agent for account of each Accepting Lender, an amount equal to the Principal Amount of such Bankers’ Acceptance or BA Equivalent Note. The Canadian Borrower hereby waives presentment for payment of Bankers’ Acceptances or BA Equivalent Note by each Accepting Lender and any defense to payment of amounts due to an Accepting Lender in respect of a Bankers’ Acceptance or BA Equivalent Note which might exist by reason of such Bankers’ Acceptance or BA Equivalent Note being held at maturity by the Accepting Lender which accepted it and agree not to claim from such Lender any days of grace for the payment at maturity of Bankers’ Acceptances or BA Equivalent Notes.

     (f) If the Canadian Borrower fails to notify the Canadian Administrative Agent in writing not later than 1:00 p.m. Eastern time, on the Business Day prior to any BA Maturity Date that the Canadian Borrower intends to pay the Bankers’ Acceptances and BA Equivalent Loans due on such BA Maturity Date, or fails to make such payment, the Canadian

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Borrower shall be deemed, for all purposes to have given the Canadian Administrative Agent notice of a borrowing of a Canadian Prime Rate Loan pursuant to Section 2.02(a) for an amount equal to the Principal Amount of such Bankers’ Acceptance and BA Equivalent Loan; provided that:

     (i) the BA Maturity Date for such Bankers’ Acceptances shall be considered to be the date of such Borrowing;

     (ii) the proceeds of such Canadian Prime Rate Loan shall be used to pay the Principal Amount of the Bankers’ Acceptance due on such BA Maturity Date;

     (iii) each Canadian Tranche Revolving Lender which has made a maturing BA Equivalent Loan (in accordance with Section 2.11(g) hereof) shall continue to extend credit to the Canadian Borrower (without further advance of funds to the Canadian Borrower) by way of a Canadian Prime Rate Loan in the Principal Amount equal to its maturing BA Equivalent Loan; and

     (iv) the Canadian Administrative Agent shall promptly and in any event within three (3) Business Days following the BA Maturity Date of such Bankers’ Acceptances and such BA Equivalent Loans, notify the Canadian Borrower in writing of the making of or converting to such Canadian Prime Rate Loan pursuant to this Section 2.11(f).

     (g) If, in the sole judgment of a Canadian Tranche Revolving Lender, such Lender is unable, as a result of applicable law, customary market practice or otherwise, to extend credit by way of Bankers’ Acceptances in accordance with this Agreement, such Lender shall give notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 11:00 a.m. Eastern time, on the date of the requested credit extension (which notice may, if so stated therein, remain in effect with respect to subsequent requests for extension of credit by way of Bankers’ Acceptances until revoked by notice to the Administrative Agents and the Canadian Borrower) and shall make available to the Canadian Administrative Agent, in accordance with this Section 2.11, prior to 2:00 p.m. Eastern time on the date of such requested credit extension, a BA Equivalent Loan in an amount equal to the BA Net Proceeds equivalent to such Lender’s Canadian Tranche Percentage of the total amount of credit requested to be extended by way of Bankers’ Acceptances.

     (h) It is the intention of the Canadian Administrative Agent, the Canadian Tranche Revolving Lenders, and the Canadian Borrower that, except to the extent a Canadian Tranche Revolving Lender advises otherwise, pursuant to the DBNA, all Bankers’ Acceptances accepted by the Canadian Tranche Revolving Lenders under this Agreement shall be issued in the form of a “depository bill” (as defined in the DBNA), deposited with the Canadian Depository for Securities Limited and made payable to CDS & Co.

     (i) If any Event of Default shall have occurred and be continuing, on the Business Day that the Canadian Borrower receives notice from the Canadian Tranche Revolving Lenders with BA Exposure representing greater than 66²/₃% of the total BA Exposure or, if the maturity of the Loans has been accelerated, from the Canadian Administrative Agent, the US Administrative Agent, or the Majority Lenders, demanding the deposit of cash collateral

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pursuant to this paragraph, the Canadian Borrower shall deposit in an account with the Canadian Administrative Agent, in the name of the Canadian Administrative Agent and for the benefit of the Canadian Tranche Revolving Lenders with BA Exposure, an amount in cash equal to the total BA Exposure of the Canadian Borrower as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 11.01(f) or Section 11.01(g). Any such deposit shall be held by the Canadian Administrative Agent as collateral for the payment and performance of the obligations of the Canadian Borrower under this Agreement. The Canadian Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Canadian Administrative Agent and at the Canadian Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Canadian Administrative Agent for the satisfaction of the obligations of the Canadian Borrower with respect to the BA Exposure at any BA Maturity Date or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Canadian Borrower under this Agreement (but subject to the consent of Canadian Tranche Revolving Lenders with BA Exposure representing greater than 50% of the total BA Exposure). If the Canadian Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Canadian Borrower within three (3) Business Days after all Events of Default have been cured or waived.

     (j) Drafts of the Canadian Borrower to be accepted as Bankers’ Acceptances and BA Equivalent Notes hereunder shall be duly executed on behalf of the Canadian Borrower. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance or BA Equivalent Note as a signatory for the Canadian Borrower may no longer be an authorized signatory for the Canadian Borrower at the date of issuance of a Bankers’ Acceptance or advance of a BA Equivalent Loan, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance or advance, and any such Bankers’ Acceptance or BA Equivalent Note so signed shall be binding on the Canadian Borrower.

     (k) Each Canadian Tranche Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

     (l) If the Canadian Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Canadian Borrower, and so notifies the Canadian Borrower, that there does not exist at the applicable time a normal market in Canada for the purchase and sale of Bankers’ Acceptances, any right of the Canadian Borrower to require the Canadian Tranche Revolving Lenders to purchase Bankers’ Acceptances and BA Equivalent Notes under this Agreement shall be suspended until the Canadian Administrative Agent determines that such market does exist and gives notice thereof to the Canadian Borrower; and any outstanding borrowing notice requesting Bankers’ Acceptances shall be deemed to be a

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borrowing notice requesting a Canadian Prime Rate Loan in the same aggregate Principal Amount.

          (m) Bankers’ Acceptances and BA Equivalent Notes may not be repaid prior to their respective BA Maturity Dates, unless the Canadian Borrower deposits cash with the Canadian Administrative Agent (for the benefit of the applicable Accepting Lenders) equal to the full Principal Amount at maturity of such Bankers’ Acceptances and/or BA Equivalent Notes, and concurrently delivers to the Canadian Administrative Agent a cash collateral agreement, supporting resolutions, certificates and opinions in form and substance satisfactory to the applicable Accepting Lenders as requested.

ARTICLE III

Payments of Principal and Interest

     Section 3.01 Repayment of Loans.

          (a) Revolving Loans. Except as otherwise provided in Section 2.01(a)(vi)(A), on the Revolving Loan Maturity Date the Applicable Borrower shall pay to the Applicable Administrative Agent, for the account of each Applicable Lender, the outstanding aggregate principal and accrued and unpaid interest under the Revolving Loans.

          (b) Term Loans.

          (i) The US Borrower hereby unconditionally promises to pay to the US Administrative Agent for the account of each Term Loan Lender the Term Loans on the last Business Day of each March, June, September and December, as set forth below:

Payment Date	Principal Installment
September 2009	1.25% of the Maximum Term Loans Outstanding
December 2009	1.25% of the Maximum Term Loans Outstanding
March 2010	1.25% of the Maximum Term Loans Outstanding
June 2010	1.25% of the Maximum Term Loans Outstanding
September 2010	1.25% of the Maximum Term Loans Outstanding
December 2010	1.25% of the Maximum Term Loans Outstanding

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Payment Date	Principal Installment
March 2011	1.25% of the Maximum Term Loans Outstanding
June 2011	1.25% of the Maximum Term Loans Outstanding
September 2011	2.50% of the Maximum Term Loans Outstanding
December 2011	2.50% of the Maximum Term Loans Outstanding
March 2012	2.50% of the Maximum Term Loans Outstanding
June 2012	2.50% of the Maximum Term Loans Outstanding
September 2012	20.00% of the Maximum Term Loans Outstanding
December 2012	20.00% of the Maximum Term Loans Outstanding
March 2013	20.00% of the Maximum Term Loans Outstanding
June 2013	20.00% of the Maximum Term Loans Outstanding

; provided that each prepayment of Term Loans pursuant to Section 2.07 shall be applied in the order contemplated by Section 2.07 and shall reduce the appropriate installments accordingly.

          (ii) If not sooner paid, the US Borrower shall pay to the US Administrative Agent, for the account of each Term Loan Lender, the outstanding aggregate principal and accrued and unpaid interest under the Term Loan on the Term Loan Maturity Date.

     Section 3.02 Interest.

          (a) Interest Rates. The Applicable Borrower shall pay to the Applicable Administrative Agent, for the account of each Applicable Lender, interest on the unpaid Principal Amount of each Loan made by such Lender for the period commencing on the date such Loan is made to, but excluding, the date such Loan shall be paid in full, at the following rates per annum:

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     (i) with respect to the Revolving Credit Facility, if such a Loan (other than a Swingline Loan) is a US Dollar Base Rate Loan, the US Dollar Base Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (ii) with respect to the Revolving Credit Facility, if such a Loan (other than a Swingline Loan) is a US Dollar LIBOR Loan, for each Interest Period relating thereto, the US Dollar LIBO Rate for such Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (iii) with respect to the Revolving Credit Facility, if such a Loan is a Canadian Prime Rate Loan, the Canadian Prime Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (iv) with respect to the Revolving Credit Facility, if such a Loan is a Swingline Loan, the US Dollar LIBOR Reference Rate (as in effect from time to time) plus the Applicable Margin for US Dollar LIBOR Reference Rate Loans, but in no event to exceed the Highest Lawful Rate;

     (v) with respect to the Term Loan Facility, if such a Loan is a US Dollar Base Rate Loan, the US Dollar Base Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate; and

     (vi) with respect to the Term Loan Facility, if such a Loan is a US Dollar LIBOR Loan, for each Interest Period relating thereto, the US Dollar LIBO Rate for such Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

     (b) Canadian Interest.

     (i) For purposes of disclosure under the Interest Act (Canada), where interest is calculated pursuant Section 3.02(a)(iii) at a rate based upon a 360, 365 or 366 day year, as the case may be, (the “First Rate”), it is hereby agreed that the rate or percentage of interest on a yearly basis is equivalent to such First Rate multiplied by the actual number of days in the year divided by 360, 365 or 366, as applicable.

     (ii) Notwithstanding the provisions of this Section 3.02 or any other provision of this Agreement, in no event shall the aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) exceed the effective annual rate of interest on the “credit advanced” (as defined therein) lawfully permitted under Section 347 of the Criminal Code (Canada). The effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the applicable Canadian Tranche Loan, and in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries qualified for a period of ten (10) years appointed by the Canadian Administrative Agent and approved by the Canadian Borrower, such approval shall not be unreasonably withheld or delayed, will be conclusive for the purposes of such determination absent manifest error.

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          (iii) A certificate of an authorized signing officer of the US Administrative Agent as to each amount and/or each rate of interest payable hereunder from time to time shall be conclusive evidence of such amount and of such rate, absent manifest error.

          (iv) Wherever in this Agreement reference is made to a rate of interest “per annum” or a similar expression is used, such interest shall be calculated using the nominal rate method of calculation and shall not be calculated using the effective rate method of calculation or any other basis that gives effect to the principal of deemed reinvestment of interest.

          (c) Post-Default Rate. Notwithstanding the foregoing, each Borrower will pay to the Applicable Administrative Agent, for the account of each Applicable Lender interest at the applicable Post-Default Rate on any principal of any Loan (excluding Bankers’ Acceptances and BA Equivalent Loans) made by such Lender, and (to the fullest extent permitted under law) on any other amount payable by each Borrower hereunder, under any Loan Document or under any Note held by such Lender to or for account of such Lender, for the period commencing on the date of an Event of Default until the same is paid in full or all Events of Default are cured or waived.

          (d) Due Dates. Accrued interest on US Dollar Base Rate Loans and Canadian Prime Rate Loans shall be payable on each Quarterly Date, and accrued interest on each US Dollar LIBOR Loan shall be payable on the last day of the Interest Period therefor and, if such Interest Period is longer than three months, at three-month intervals following the first day of such Interest Period, except that interest payable at the Post-Default Rate shall be payable from time to time on demand and interest on any US Dollar LIBOR Loan that is converted into a US Dollar Base Rate Loan (pursuant to Section 5.04) shall be payable on the date of conversion (but only to the extent so converted). Any accrued and unpaid interest on the Revolving Loans shall be paid on the Revolving Loan Maturity Date. Any accrued and unpaid interest on the Term Loans shall be paid on the Term Loan Maturity Date.

          (e) Determination of Rates. Promptly after the determination of any interest rate provided for herein or any change therein, the US Administrative Agent shall notify the Lenders (including the Canadian Administrative Agent) to which such interest is payable and the Applicable Borrower thereof. Each determination by the US Administrative Agent of an interest rate or fee hereunder shall, except in cases of manifest error, be final, conclusive and binding on the parties.

ARTICLE IV

Payments; Pro Rata Treatment; Computations; Etc.

     Section 4.01 Payments         . Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by each Borrower under this Agreement and the Loans shall be made in US Dollars in the case of US Tranche Loans, and in Canadian Dollars or US Dollars, as the case may be, in the case of Canadian Tranche Loans, in immediately available funds, to the Applicable Administrative Agent at such account as such Applicable Administrative Agent shall specify by notice to the Applicable Borrower from time to time, not later than 1:00 p.m. Eastern time on the date on which such payments shall become

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due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Such payments shall be made without (to the fullest extent permitted under applicable law) defense, set-off or counterclaim. Each such payment so received by the Applicable Administrative Agent under this Agreement or any Note for account of a Lender shall be paid promptly to such Lender in immediately available funds. Except as otherwise provided in the definition of “Interest Period”, if the due date of any payment under this Agreement, any Loan or any Note would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for any principal so extended for the period of such extension. At the time of each payment to the Applicable Administrative Agent of any principal of or interest on any Borrowing, the Applicable Borrower shall notify the Applicable Administrative Agent of the Loans to which such payment shall apply. In the absence of such notice, the Administrative Agents may specify the Loans to which such payment shall apply, but to the extent possible such payment or prepayment will be applied first to the Loans comprised of US Dollar Base Rate Loans or Canadian Prime Rate Loans.

     Section 4.02 Pro Rata Treatment. Except to the extent otherwise provided herein, each Lender agrees that: (a) each Borrowing under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Applicable Lenders pro rata in accordance with their US Tranche Percentages, Canadian Tranche Percentages or Term Loan Percentages, as the case may be, each payment of fees under Section 2.04 shall be made for account of the Applicable Lenders pro rata in accordance with such same percentages; (b) each termination or reduction of the amount of the Aggregate US Tranche Commitments under Section 2.03(b)(i) shall be applied to the US Tranche Commitment of each Applicable Lender, pro rata in accordance with its US Tranche Percentage; (c) each allocation and reallocation of the Aggregate US Tranche Commitments and the Canadian Allocated Commitments under Section 2.03(b)(ii) shall be made for the account of each US Tranche Revolving Lender and each Canadian Tranche Revolving Lender according to its respective Percentage Share; (d) each payment of Commitment Fees under Section 2.04(a) shall be made to each US Tranche Revolving Lender and Canadian Tranche Revolving Lender or Term Loan Lender, as applicable, in accordance with their respective Percentage Shares; (e) each payment or prepayment of principal of Loans by each Borrower shall be made for account of the Applicable Lenders pro rata in accordance with the respective unpaid Principal Amount of the Loans held by the Applicable Lenders; (f) each payment of interest on Loans by each Borrower shall be made for account of the Applicable Lenders pro rata in accordance with the amounts of interest due and payable to the Applicable Lenders; and (g) each reimbursement by the US Borrower of disbursements under Letters of Credit shall be made for account of the applicable Issuing Bank or, if funded by the US Tranche Revolving Lenders, pro rata for the account of the US Tranche Revolving Lenders, in accordance with the amounts of reimbursement obligations due and payable to each respective US Tranche Revolving Lender.

     Section 4.03 Computations. Interest on US Dollar LIBOR Loans and US Dollar LIBOR Reference Rate Loans and fees shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable, unless such calculation would exceed the Highest Lawful Rate, in which case interest shall be calculated on the per annum basis of a year of 365 or 366 days, as the case may be. Interest on US Dollar Base Rate Loans shall be computed on the basis of a year

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of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest on Canadian Prime Rate Loans shall be computed as provided in Section 3.02(b).

     Section 4.04 Agent Reliance. Except with respect to Swingline Loans made pursuant to Section 2.01(a)(iv), unless the US Administrative Agent shall have received notice from a Lender before the date of any Borrowing of the proceeds of the Loan that such Lender will not make available to the Applicable Administrative Agent such Lender’s Percentage Share of such advance, such Applicable Administrative Agent may assume that such Lender has made its Percentage Share of such Borrowing available to such Applicable Administrative Agent on the date of such Borrowing in accordance with Section 2.02(c) and such Applicable Administrative Agent may, in reliance upon such assumption, make available to the Applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made its Percentage Share of such Borrowing available to such Applicable Administrative Agent, such Lender agrees to immediately pay to such Applicable Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to the Applicable Borrower until the date such amount is paid to the Applicable Administrative Agent, at the overnight Federal Funds Rate. If such Lender shall pay to the Applicable Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so paid shall constitute such Lender’s advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other advances comprising such Borrowing.

     Section 4.05 Set-off, Sharing of Payments, Etc.

          (a) Each Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall have the right and be entitled (after consultation with the US Administrative Agent), at its option, to offset balances held by it or by any of its Affiliates for account of the Applicable Borrower at any of its offices, in US Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans, or any other amount payable to such Lender hereunder, which is not paid when due (including applicable grace periods) (regardless of whether such balances are then due to such Borrower), in which case it shall promptly notify the Applicable Borrower and the US Administrative Agent thereof, provided that such Lender’s failure to give such notice shall not affect the validity thereof.

          (b) If any Lender shall obtain payment of any principal of or interest on any Loan made by it to a Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Applicable Borrower to such Lender than the percentage received by any other Applicable Lenders, it shall promptly (i) notify the US Administrative Agent and each other Lender (including the Canadian Administrative Agent) thereof and (ii) purchase from such other Applicable Lenders participations in (or, if and to the extent specified by such Applicable Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Applicable Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from

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time to time as shall be equitable, to the end that all the Applicable Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Applicable Lenders (or reimbursements of Letters of Credit). To such end all the Applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of each Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Applicable Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

          (c) Notwithstanding anything to the contrary contained in this Agreement, the Lenders hereby agree that they shall not set off any funds in any lock boxes whatsoever in connection with this Agreement, except for such lock boxes which may be established in connection with this Agreement.

     Section 4.06 Taxes.

          (a) Payments Free and Clear. Any and all payments by each Borrower hereunder shall be made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Bank and the Administrative Agents (each a “Recipient”), taxes imposed on (or measured by) its net income and franchise, margin or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which such Recipient is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction (or any political subdivision thereof) in which such Recipient is organized or (iii) any jurisdiction (or political subdivision thereof) in which such Recipient is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). For the avoidance of doubt, any withholding taxes imposed by the United States of America on payments made by any Borrower hereunder shall be included within the definition of “Taxes.” If any Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable hereunder to a Recipient, (A) except as provided in Section 13.06(b), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.06) such Recipient shall receive an amount equal to the sum it would have received had no such deductions been made, (B) such Borrower shall make such deductions and (C) such

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Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law.

          (b) Other Taxes. In addition, to the fullest extent permitted under applicable law, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any Assignment or any Security Instrument (hereinafter referred to as “Other Taxes”).

          (c) Indemnification. To the fullest extent permitted under applicable law, the Applicable Borrower will indemnify each Applicable Lender and the Applicable Administrative Agent, and in the case of the US Borrower only, each Issuing Bank, for the full amount of Taxes and Other Taxes (including, but not limited to, any Taxes or Other Taxes imposed by any Governmental Authority on amounts payable under this Section 4.06) paid by such Applicable Lender, Applicable Administrative Agent (on its behalf or on behalf of any Applicable Lender) or the Issuing Bank, as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted unless the payment of such Taxes was not correctly or legally asserted and such Lender’s payment of such Taxes or Other Taxes was the result of its or its officers’, employees’, agents’ or representatives’ gross negligence or willful misconduct. Any payment pursuant to such indemnification shall be made within thirty (30) days after the date the Applicable Lender, the Applicable Administrative Agent or the Issuing Bank, as the case may be, make written demand therefore and the Applicable Borrower shall deliver notice of such payment to the Applicable Lender, the Applicable Administrative Agent or the Issuing Bank, as the case may be. If a Lender, an Administrative Agent or an Issuing Bank receives a refund or credit in respect of any Taxes or Other Taxes for which such Lender, the Administrative Agent or Issuing Bank has received payment from the Applicable Borrower it shall promptly notify the Applicable Borrower of such refund or credit and shall, if no Default has occurred and is continuing, within thirty (30) days after receipt of a request by the Applicable Borrower (or promptly upon receipt, if the Applicable Borrower has requested application for such refund or credit pursuant hereto), pay an amount equal to such refund or credit to the Applicable Borrower without interest (but with any interest so refunded or credited), provided that the Applicable Borrower, upon the request of such Lender, Issuing Bank, the Administrative Agent or the Canadian Administrative Agent, agrees to return such refund or credit (plus penalties, interest or other charges) to such Lender, Administrative Agent or Issuing Bank in the event such Lender, Administrative Agent or Issuing Bank is required to repay such refund or credit.

          (d) Lender Representations.

          (i) Each US Lender represents that it is either (A) a “United States person” (as such term is defined in Code Section 7701(a)(30)) or (B) is entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made to it pursuant to this Agreement (1) under an applicable provision of a tax convention to which the United States of America is a party, (2) because such US Lender is not described in Code Sections 871(h)(3) or 881(c)(3), or (3) because it is acting through a branch, agency or office in the United States of America

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and any payment to be received by it hereunder is effectively connected with a trade or business in the United States of America. Each US Lender that is not a “United States person” (as such term is defined in Code Section 7701(a)(30)) agrees to provide to the US Borrower and the US Administrative Agent on the Initial Funding Date, or on the date of its delivery of the Assignment pursuant to which it becomes a US Tranche Revolving Lender or Term Loan Lender, and at such other times as required by United States law or as a US Borrower or the US Administrative Agent shall reasonably request, two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such US Lender’s entitlement to a complete exemption from United States withholding Tax on interest payments to be made under this Agreement; provided, however, that no such US Lender shall be required to deliver an IRS Form W-8BEN, W-8ECI, or W-8IMY to the extent that the delivery of such form is not authorized by law due to a change in a Governmental Requirement occurring subsequent to the date on which a form was originally required to be provided; provided further, however, that in the event that a US Lender provides the US Borrower or the US Administrative Agent with an IRS Form W-8-IMY (or substitute form) indicating that it is a “flow through” entity, as defined in Treasury Regulations promulgated under Code Section 1441, or otherwise, not a beneficial owner of interest payments under this Agreement, such US Lender agrees, on or prior to the Initial Funding Date, or the date of Assignment to such US Lender, as applicable, to take any actions necessary, and to deliver to the US Borrower and the US Administrative Agent all forms necessary, to establish such US Lender’s entitlement to a complete exemption from United States withholding Tax on payments of interest to be made under this Agreement, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the term “forms” shall include any attachments to IRS Forms W-8IMY required to be filed by the US Lender.

     (ii) Each US Lender that is a “United States person” (as such term is defined in Code Section 7701(a)(30)) shall provide two properly completed and duly executed copies of IRS Form W-9, or any successor or other applicable form. Each such US Lender shall deliver to the US Borrower and the US Administrative Agent (provided that such US Lender remains lawfully able to do so), two further duly executed copies of such form or statement, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the US Borrower. Each such US Lender shall promptly notify the US Borrower at any time it determines that it is no longer in a position to provide any previously delivered form or statement to the US Borrower and the US Administrative Agent (or any other form or statement adopted by U.S. taxing authorities for such purpose).

     (iii) Each US Lender also agrees to deliver to the US Borrower and the US Administrative Agent such other or supplemental forms as may at any time be required as a result of changes in applicable law or regulation in order to confirm or maintain in effect its entitlement to exemption from United States withholding Tax on any payments

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hereunder, provided that the circumstances of such US Lender at the relevant time and applicable laws permit it to do so. If a US Lender determines, as a result of any change in either (i) a Governmental Requirement or (ii) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 4.06, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the US Borrower and the US Administrative Agent of such fact. Except as provided in Section 4.06(d)(iv), each US Lender agrees to indemnify and hold harmless the US Borrower or the US Administrative Agent, as applicable, from any United States Taxes, penalties, interest and other expenses, costs and losses incurred or payable by (A) the US Borrower or the US Administrative Agent as a result of such US Lender’s failure to submit any form or certificate that it is required to provide pursuant to this Section 4.06 or (B) the US Borrower or the US Administrative Agent as a result of their reliance on any such form or certificate which such US Lender has provided to them pursuant to this Section 4.06.

     (iv) For any period with respect to which a US Lender has failed to provide the US Borrower with the form required pursuant to this Section 4.06, if any (other than if such failure is due to a change in a Governmental Requirement occurring subsequent to the date on which a form originally was required to be provided, in which case, such US Lender shall be entitled to indemnification under this Section 4.06 (including the right to receive additional amounts pursuant to Section 4.06(a)(A)) and shall not be required to indemnify the US Borrower or the US Administrative Agent pursuant to Section 4.06(d)(iii)(A)), such US Lender shall not be entitled to indemnification under Section 4.06 with respect to Taxes imposed by the United States which Taxes would not have been imposed but for such failure to provide such forms; provided, however, that if a US Lender, which is otherwise exempt from or subject to a reduced rate of withholding Tax, becomes subject to Taxes because of its failure to deliver a form required hereunder, the US Borrower shall take such steps as such US Lender shall reasonably request to assist such US Lender to recover such Taxes.

     (v) Any US Lender claiming any additional amounts payable pursuant to this Section 4.06 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the US Borrower or the US Administrative Agent or to change the jurisdiction of its Applicable Lending Office or to contest any Tax imposed if the making of such a filing or change or contesting such Tax would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue and would not, in the sole determination of such US Lender, be otherwise disadvantageous to such US Lender.

     (vi) Each Canadian Tranche Revolving Lender represents that it is (A) either (x) not a non-resident of Canada for purposes of the Income Tax Act (Canada) or (y) a deemed resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) and (B) an Affiliate of a US Tranche Revolving Lender. Each Canadian Tranche Revolving Lender agrees to indemnify and hold harmless the Canadian Borrower or the Canadian Administrative Agent, as applicable, from any Canadian taxes, penalties, interest and other expenses, costs and losses incurred or payable by the Canadian Borrower or the Canadian Administrative Agent as a result of its reliance on any representation in this

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Section 4.06(d)(vi) (other than if such misrepresentation is due to a change in a Governmental Requirement occurring subsequent to the date on which such representation was made, in which case, such Canadian Tranche Revolving Lender shall be entitled to indemnification under this Section 4.06 (including the right to receive additional amounts pursuant to Section 4.06(a)(A)) and shall not be required to indemnify the Canadian Borrower or the Canadian Administrative Agent pursuant to Section 4.06(d)(vi)).

          (e) Any Person demanding payment pursuant to this Section 4.06 shall make written demand on the Applicable Borrower for reimbursement hereunder no later than 180 days after the date on which such Person makes payment of such amount. Any such demand shall describe in reasonable detail such item to be reimbursed, including the amount thereof if then known to such Person. In the event that such Person fails to give the Applicable Borrower timely notice as provided herein, the Applicable Borrower shall have no obligation to pay such claim for reimbursement.

ARTICLE V
Capital Adequacy

     Section 5.01 Additional Costs.

          (a) Regulations, etc. The Borrowers shall pay directly to each Applicable Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any increased costs which it determines are attributable to its making or maintaining of any US Dollar LIBOR Loans, accepting and purchasing Bankers’ Acceptances, making or maintaining BA Equivalent Loans or issuing or participating in Letters of Credit hereunder or its obligation to make any US Dollar LIBOR Loans, purchase any Bankers’ Acceptances, make any BA Equivalent Loans or issue or participate in any Letters of Credit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such US Dollar LIBOR Loans, Bankers’ Acceptances, BA Equivalent Loans, Letters of Credit or such obligation, resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement, any Loan or any Note or BA Equivalent Note or BA Equivalent Loan in respect of any of such US Dollar LIBOR Loans, Bankers’ Acceptances, BA Equivalent Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such US Dollar LIBOR Loans by the jurisdiction in which such Lender has its principal office or Applicable Lending Office or any other taxes excluded from the definitions of Taxes and Other Taxes); or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of such Lender or Issuing Bank, or the US Tranche Commitment, Canadian Allocated Commitment, Term Commitment or Loans of such Lender or the London interbank market or the Letters of Credit of an Issuing Bank; or (iii) imposes any other condition affecting this Agreement, any Note, BA Equivalent Note (or any of such extensions of credit or liabilities) or Letters of Credit, or such Lender’s US Tranche Commitment, Canadian Allocated Commitment, Term Commitment or Loans or the Letters of Credit of an Issuing Bank. Each Lender and Issuing Bank will notify the US Administrative Agent and the Applicable Borrower of any event occurring after the Initial Funding Date which will entitle such Lender or Issuing

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Bank to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and shall use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (y) would eliminate or reduce amounts of such compensation in the future and (z) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. If any Lender requests compensation from any Borrower under this Section 5.01(a), such Borrower may, by notice to such Lender, suspend the obligation of such Lender to make additional Loans of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable).

          (b) Regulatory Change. Without limiting the effect of the provisions of Section 5.01(a), in the event that at any time (by reason of any Regulatory Change or any other circumstances arising after the Initial Funding Date affecting (i) any Lender, (ii) the London interbank market or (iii) such Lender’s position in such market), the US Dollar LIBO Rate, as determined in good faith by such Lender, will not adequately and fairly reflect the cost to such Lender of funding its US Dollar LIBOR Loans or its US Dollar LIBOR Reference Rate Loans, then, if such Lender so elects, by notice to the US Borrower and the US Administrative Agent, the obligation of such Lender to make additional US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans shall be suspended until such Regulatory Change or other circumstances ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable).

          (c) Capital Adequacy. Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to any Applicable Lender or Issuing Bank from time to time on request such amounts as such Lender or Issuing Bank may reasonably determine to be necessary to compensate such Lender or Issuing Bank or its parent or holding company for any increased costs which it determines are attributable to the maintenance by such Lender or Issuing Bank or its parent or holding company (or any Applicable Lending Office), pursuant to any Governmental Requirement following any Regulatory Change, of capital in respect of its US Tranche Commitments, its Canadian Allocated Commitments, its Term Commitments, its Note, its Loans or any interest held by it in any Letter of Credit, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender or Issuing Bank or its parent or holding company (or any Applicable Lending Office) to a level below that which such Lender or Issuing Bank or its parent or holding company (or any Applicable Lending Office) could have achieved but for such Governmental Requirement. Such Lender and Issuing Bank will notify the Applicable Borrower that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation, and, if such Borrower so elects, by notice to such Lender and the US Administrative Agent, the obligation of such Lender to make additional Loans shall be suspended until such circumstances cease to be in effect.

          (d) Compensation Procedure. Any Lender or Issuing Bank notifying the Applicable Borrower of the incurrence of additional costs under this Section 5.01 shall in such

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notice to such Borrower and the US Administrative Agent set forth in reasonable detail the basis and amount of its request for compensation no later than 180 days after the event giving rise to the claim for compensation. Determinations and allocations by each Lender and Issuing Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) or (b), or of the effect of capital maintained pursuant to Section 5.01(c), on its costs or rate of return of maintaining Loans or its obligation to make Loans or issue Letters of Credit, or on amounts receivable by it in respect of Loans or Letters of Credit, and of the amounts required to compensate such Lender or Issuing Bank under this Section 5.01, shall be conclusive and binding for all purposes, provided that such determinations and allocations are made on a reasonable basis. Any request for additional compensation under this Section 5.01 shall be paid by the Applicable Borrower within thirty (30) days of the receipt by such Borrower of the notice described in this Section 5.01(d) unless such Lender has failed to timely give notice to such Borrower of such claim for compensation as provided herein, in which event such Borrower shall not have any obligation to pay such claim; provided however, if the event giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

     Section 5.02 Limitation on US Dollar LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any US Dollar LIBO Rate for any Interest Period:

          (a) the US Administrative Agent determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the applicable definition of “US Dollar LIBO Rate” in Section 1.02 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans as provided herein; or

          (b) the US Administrative Agent determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the applicable definition of “US Dollar LIBO Rate” in Section 1.02 upon the basis of which the rate of interest for US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans for such Interest Period is to be determined are not sufficient to adequately cover the cost to the Lenders of making or maintaining US Dollar LIBOR Loans and US Dollar LIBOR Reference Rate Loans;

then the US Administrative Agent shall give the US Borrower prompt notice thereof, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans.

     Section 5.03 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to honor its obligation to make or maintain US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans hereunder, then such Lender shall promptly notify the US Borrower thereof and such Lender’s obligation to make US Dollar LIBOR Loans and US Dollar LIBOR Reference Rate Loans shall be suspended until such time as such Lender may again make and maintain US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans (in which case the provisions of Section 5.04 shall be applicable).

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     Section 5.04 US Dollar Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03. If the obligation of any Lender to make US Dollar LIBOR Loans or US Dollar LIBOR Reference Rate Loans shall be suspended pursuant to Sections 5.01, 5.02 or 5.03 (“Affected Loans”), all Affected Loans which would otherwise be made by such Lender shall be made instead as US Dollar Base Rate Loans (and, if an event referred to in Section 5.01(b) or Section 5.03 has occurred and such Lender so requests by notice to the US Borrower, all Affected Loans of such Lender then outstanding shall be automatically converted into US Dollar Base Rate Loans on the date specified by the Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) US Dollar Base Rate Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its respective US Dollar Base Rate Loans.

     Section 5.05 Compensation.

          (a) Subject to Section 5.05(c), the Borrowers shall pay to each Applicable Lender within thirty (30) days of receipt of written request of such Lender (which request shall set forth, in reasonable detail, the basis for requesting such amounts and which shall be conclusive and binding for all purposes provided that such determinations are made on a reasonable basis), such amount or amounts as shall compensate it for any loss, cost, expense or liability which such Lender determines are attributable to:

     (i) any payment, prepayment or conversion of a US Dollar LIBOR Loan properly made by such Lender or any Borrower for any reason (including the acceleration of the Loans pursuant to Section 11.02) on a date other than the last day of the Interest Period for such Loan; or

     (ii) any failure by a Borrower for any reason (including but not limited to, the failure of any of the conditions precedent specified in ARTICLE VI to be satisfied) to borrow, continue or convert a US Dollar LIBOR Loan from such Lender on the date for such Borrowing, continuation or conversion specified in the relevant notice given pursuant to Section 2.02(c).

Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (A) the amount of interest component which would have accrued on the Principal Amount so paid, prepaid or converted or not borrowed for the period from the date of such payment, prepayment or conversion or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date specified for such Borrowing) at the applicable rate of interest for such Loan provided for herein over (B) the interest component of the amount such Lender would have bid in the London interbank market for US Dollar deposits of leading banks in amounts comparable to such Principal Amount and with maturities comparable to such period (as reasonably determined by such Lender).

          (b) Subject to Section 5.05(c), in the event of (i) the payment of any Principal Amount of any BA Equivalent Loan or Bankers’ Acceptance other than on the applicable BA Maturity Date (including as a result of an Event of Default), (ii) the continuation of any BA Equivalent Loan other than on the applicable BA Maturity Date, (iii) the failure to

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borrow any such Bankers’ Acceptance or borrow or continue any BA Equivalent Loan on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any BA Equivalent Loan or Bankers’ Acceptance other than on the applicable BA Maturity Date as a result of a request by the Canadian Borrower, then, in any such event, the Canadian Borrower shall compensate each Applicable Lender for the loss, cost and expense attributable to such event. Subject to Section 5.05(c), a certificate of any such Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.05(b) shall be delivered to the Canadian Borrower and the Administrative Agents and shall be conclusive absent manifest error. Subject to Section 5.05(c), the Canadian Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof. Notwithstanding anything to the contrary contained herein, nothing in this Section 5.05(b) shall be construed as giving rise to any right of the Canadian Borrower to prepay any Bankers’ Acceptance or BA Equivalent Loan.

          (c) The Applicable Borrower shall not be obligated to pay any such compensation under Section 5.05(a) or 5.05(b) if the Applicable Lender making such claim for compensation fails to provide to such Borrower the written request or certificate, as applicable, contemplated thereby no later than 180 days after the event giving rise to the claim for compensation; provided however, if the event giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

     Section 5.06 Replacement Lenders.

          (a) If any Lender has notified the Borrowers and the US Administrative Agent of its incurring additional costs under Section 5.01 or has required the Borrowers to make payments for Taxes under Section 4.06, then the Borrowers may, unless such Lender has notified the Borrowers and the US Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Additional Term Loan Commitment, the Canadian Allocated Commitment, the Term Commitment, the US Tranche Commitment, and the Credit Exposure, if any, of any Lender (other than the Administrative Agents) (the “Terminated Lender”) at any time upon five (5) Business Days’ prior written notice to the Terminated Lender and the US Administrative Agent (such notice referred to herein as a “Notice of Termination”).

          (b) In order to effect the termination of the Additional Term Loan Commitment, the Canadian Allocated Commitment, the Term Commitment, the US Tranche Commitment, and the Credit Exposure, as applicable, of the Terminated Lender, the Borrowers shall: (i) obtain an agreement with one or more Lenders to increase their Additional Term Loan Commitment, Canadian Allocated Commitment, Term Commitment, US Tranche Commitment, or Credit Exposure, as applicable and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept such commitment or commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Administrative Agents and become parties by executing an Assignment and that any replacement of a terminated Canadian Tranche Revolving Lender shall satisfy the Canadian residency requirements of a Canadian Tranche Revolving Lender (the Lenders or other banking institutions that agree to accept in whole or in part the Additional Term Loan Commitment, the Canadian Allocated Commitment, the Term

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Commitment, the US Tranche Commitment, and the Credit Exposure, if any, of the Terminated Lender being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted commitments and the Credit Exposure of the Replacement Lenders under clauses (i) and (ii) above equal the Additional Term Loan Commitment, the Canadian Allocated Commitment, the Term Commitment, the US Tranche Commitment, and the Credit Exposure, if any, of the Terminated Lender.

          (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Replacement Lenders, if any, to which the Terminated Lender will assign its Additional Term Loan Commitment, Canadian Allocated Commitment, Term Commitment, US Tranche Commitment, and Credit Exposure, if any, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, to be assigned to each Replacement Lender.

          (d) On the Lender Termination Date (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Additional Term Loan Commitment, Canadian Allocated Commitment, Term Commitment, US Tranche Commitment, and Credit Exposure, if any, to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Additional Term Loan Commitment, Canadian Allocated Commitment, Term Commitment, US Tranche Commitment, and Credit Exposure, if any, to be assigned to each Replacement Lender) indicated in the Notice of Termination, (ii) the Terminated Lender shall endorse its Note(s), Bankers’ Acceptances and BA Equivalent Notes, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note(s), Bankers’ Acceptances and BA Equivalent Notes held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid Principal Amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b). To the extent not in conflict, the terms of Section 13.06(b) shall supplement the provisions of this Section 5.06(d). For each Assignment made under this Section 5.06, the Replacement Lender shall pay to the Applicable Administrative Agent the processing fee provided for in Section 13.06(b). The Borrowers will be responsible for the payment of any breakage costs incurred in connection with the sale of Loans by Terminated Lenders to Replacement Lenders, as if such Loans had been prepaid and breakage costs had accrued thereto in accordance with Section 5.05.

ARTICLE VI
Conditions Precedent

     Section 6.01 Initial Funding Date Effectiveness. The Initial Funding Date shall occur, the Lenders shall make Loans and the Issuing Banks shall issue Letters of Credit and the Existing Letters of Credit shall each be deemed issued hereunder by the Issuing Banks to the

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beneficiaries thereof, on the Business Day on which each of the following conditions is satisfied, each of which shall be reasonably satisfactory to the US Administrative Agent in form and substance:

          (a) A certificate of the Secretary or an Assistant Secretary of the US Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the US Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the US Borrower (A) who are authorized to sign the Loan Documents to which the US Borrower is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the Organization Documents, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until the Administrative Agents receive notice in writing from the US Borrower to the contrary.

          (b) A certificate of the Secretary or an Assistant Secretary of Exterran Canadian Holdings, on behalf of the Canadian Borrower setting forth (i) resolutions of the partners of the Canadian Borrower with respect to the authorization of the Canadian Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of Exterran Canadian Holdings who, on behalf of the Canadian Borrower, (A) are authorized to sign the Loan Documents to which the Canadian Borrower is a party and (B) will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the Organization Documents, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until the Administrative Agents receive notice in writing from the Canadian Borrower to the contrary.

          (c) A certificate of the Secretary or an Assistant Secretary (or its equivalent) of each Subsidiary (other than the Canadian Borrower) party to a Loan Document, setting forth (i) resolutions of its board of directors (or its equivalent) with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers (or its equivalent) of such Subsidiary (A) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (B) who will, until replaced by another officer or officers (or its equivalent) duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers (or its equivalent), and (iv) the Organization Documents, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until they receive notice in writing from any Borrower or such Subsidiary to the contrary.

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          (d) Certificates of the appropriate governmental agencies with respect to the existence, qualification and good standing of the Borrowers and each Subsidiary party to a Loan Document from the respective jurisdiction of organization of such entity.

          (e) A compliance certificate which shall be substantially in the form of Exhibit C-1, duly and properly executed by a Responsible Officer of the Borrowers and dated as of the Initial Funding Date.

          (f) The Security Instruments to be delivered on or before the Initial Funding Date, including those described on Exhibit D, duly completed and executed in sufficient number of counterparts for recording, if necessary.

          (g) (i) An opinion of Baker Botts, LLP, counsel to the US Borrower and each Domestic Subsidiary party to a Loan Document as to such matters incident to the transactions herein contemplated and as the US Administrative Agent may reasonably request, (ii) an opinion of Cox & Palmer, Nova Scotia counsel to the Canadian Borrower as to such matters incident to the transactions herein contemplated and as the US Administrative Agent may reasonably request and (iii) an opinion of Fraser Milner Casgrain LLP, Alberta counsel to Exterran Canadian Holdings as to such matters incident to the transactions herein contemplated and as the US Administrative Agent may reasonably request.

          (h) A certificate of insurance coverage of the US Borrower and its Significant Subsidiaries.

          (i) Appropriate Uniform Commercial Code search certificates or its Canadian equivalent reflecting no prior Liens encumbering the Properties of the Borrowers and any Subsidiary party to a Loan Document (under their present names and any previous names within the last five years) all jurisdictions requested by the US Administrative Agent or Canadian Administrative Agent; other than those being assigned or released on or prior to the Initial Funding Date or Liens permitted by Section 10.02.

          (j) Except as set forth on Schedule 6.01(j), all Property in which the Applicable Administrative Agent shall, at the Initial Funding Date, be entitled to have a Lien pursuant to this Agreement or any other Security Instrument shall have been physically delivered to the possession of the Applicable Administrative Agent, or any bailee accepted by the US Administrative Agent to the extent that such possession is necessary for the purpose of perfecting the Applicable Administrative Agent’s Lien in such Collateral.

          (k) (i) Each document (including any Uniform Commercial Code or Personal Property Security Act (Alberta) financing statement or financing statement under comparable Canadian legislation) to be delivered on or before the Initial Funding Date and required by this Agreement or under law or reasonably requested by the Applicable Administrative Agent to be filed, registered or recorded in order to create in favor of the Applicable Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein prior and superior in right to any other Person (other than Permitted Liens), shall be in proper form for filing, registration or recordation and (ii) all necessary

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acknowledgements, consents and subordinations from existing secured creditors of the Canadian Borrower that have effective filings against the assets of the Canadian Borrower.

          (l) The financial statements referred to in Section 7.02(a).

          (m) The Notes duly completed and executed for each Lender that has requested a Note.

          (n) A borrowing notice in the form of Exhibit B-1, or Exhibit B-2, as applicable, duly completed and executed by the Applicable Borrower.

          (o) A Letter of Credit Application pertaining to each new Letter of Credit to be issued on the Initial Funding Date, if any, duly completed and executed by the US Borrower.

          (p) All costs, fees, expenses (including all fees payable pursuant to Section 2.04, all reasonable legal fees and expenses and recording taxes and fees) and other compensation contemplated by this Agreement and the other Loan Documents, and for which statements or invoices have been submitted to the US Borrower, payable to the Lenders through the Initial Funding Date shall have been paid.

          (q) The US Administrative Agent shall have received (i) a certificate of a Responsible Officer of the US Borrower certifying that the US Borrower is concurrently consummating the Merger in accordance with the terms of the Merger Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto); (ii) a true and complete photocopy of each of the executed Merger Documents; and (iii) such other related documents and information as the US Administrative Agent shall have reasonably requested.

          (r) The US Administrative Agent shall have received an executed counterpart of the Account Designation Letter.

          (s) The US Administrative Agent shall have received all information and instructions requested for the flow of funds memorandum.

          (t) The Existing Indebtedness under the 7 ¹/4% Notes shall have been repaid; and all of the agreements evidencing and securing such Existing Indebtedness shall have been terminated and the related financing statements released, amended or assigned as required by the US Administrative Agent.

          (u) The Lenders shall have received all information from the US Borrower and each Subsidiary party to a Loan Document necessary for compliance with the requirements of the USA Patriot Act.

          (v) The Intercreditor Agreement shall be in form, structure and substance reasonably satisfactory to the US Administrative Agent.

          (w) The initial issuance of Debt under the ABS Facility shall be concurrently occurring.

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          (x) Such other documents as the US Administrative Agent, the Canadian Administrative Agent or any Lender or special counsel to the US Administrative Agent or the Canadian Administrative Agent may reasonably request.

The US Administrative Agent shall notify the Lenders of the Initial Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement (and the Aggregate Commitments) shall terminate if each of the foregoing conditions set forth in Section 6.01 are not satisfied (or waived pursuant to Section 13.04) at or prior to 2:00 p.m. Eastern time, on February 15, 2008.

     Section 6.02 Loans and Letters of Credit. The obligation of the Lenders to make Loans to the Borrowers upon the occasion of each Borrowing hereunder and to issue, renew, extend, increase or reissue Letters of Credit and to accept and purchase Bankers’ Acceptances for the account of the US Borrower is subject to the further conditions precedent that:

          (a) No Default shall have occurred and be continuing.

          (b) No Material Adverse Effect shall have occurred and be continuing.

          (c) The representations and warranties made by each Borrower in ARTICLE VII and ARTICLE VIII and in the Security Instruments shall be true on and as of the date of the making of such Loans or issuance, renewal, extension, increase or reissuance of a Letter of Credit with the same force and effect as if made on and as of such date and following such new Borrowing, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date or the Majority Lenders may expressly consent in writing to the contrary.

Each request for a Borrowing by the Borrowers or issuance, renewal, extension, increase or reissuance of a Letter of Credit by the US Borrower or for the acceptance and purchase of a Bankers’ Acceptance by the Canadian Borrower hereunder shall constitute a certification by such Borrower to the effect set forth in Section 6.02(c) (both as of the date of such notice and, unless such Borrower otherwise notifies the US Administrative Agent prior to the date of and immediately following such Borrowing or issuance, renewal, extension or reissuance of a Letter of Credit as of the date thereof).

     Section 6.03 Conditions Precedent to Commitment Increases and Additional Term Loans. The obligation of the Lenders to make Commitment Increases and Additional Term Loans under this Agreement is subject to the receipt by the US Administrative Agent and the Lenders of all fees payable by written agreement between the US Borrower and the US Administrative Agent on or before the date on which any Commitment Increase shall be effective and the Additional Term Loans shall be made, and the receipt by the US Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.03, each of which shall be reasonably satisfactory to the US Administrative Agent in form and substance:

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          (a) All reasonable costs, fees, expenses (including legal fees and expenses and recording taxes and fees) and other compensation contemplated by this Agreement and the other Loan Documents payable to the Lenders, to the extent invoices and statements have been received, shall have been paid.

          (b) The Notes duly completed and executed for each Lender that has requested a Note.

          (c) Each document (including any Uniform Commercial Code or Personal Property Security Act (Alberta) financing statement or financing statement under comparable Canadian legislation) required by the Security Instruments then in effect or under law or reasonably requested by the Applicable Administrative Agent to be filed, registered or recorded in order to create in favor of the Applicable Administrative Agent, for the benefit of the Applicable Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), all of which shall be in proper form for filing, registration or recordation.

          (d) All conditions required by Section 6.01(a), (c), (d), (e), (n) and (p) and Section 6.02 as they relate to the Commitment Increases and Additional Term Loans shall be repeated as if set forth herein.

          (e) Such other documents as the US Administrative Agent or any Lender or special counsel to the US Administrative Agent may reasonably request.

ARTICLE VII
Representations and Warranties of US Borrower

     The US Borrower represents and warrants to each of the Administrative Agents and the Lenders (each representation and warranty herein is given as of the Initial Funding Date after giving effect to the Merger and shall be deemed repeated and reaffirmed on the dates of each Borrowing and issuance, renewal, extension or reissuance of a Letter of Credit as provided in Section 6.01 and Section 6.02):

     Section 7.01 Legal Existence. With respect to itself and each of its Significant Domestic Subsidiaries: (a) is a legal entity duly organized, legally existing and in good standing (if applicable) under the laws of the jurisdiction of its current organization, except as permitted under Section 10.08; (b) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would result in a Material Adverse Effect.

     Section 7.02 Financial Condition. With respect to the US Borrower, (a) the audited consolidated balance sheet of Hanover and its Consolidated Subsidiaries as at December 31, 2006 and the related consolidated statement of income, stockholders’ equity and cash flow of Hanover and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of PricewaterhouseCoopers LLP, (b) the audited consolidated balance sheet of Holdings and its Consolidated Subsidiaries as at December 31, 2006 and the related consolidated statement

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of income, stockholders’ equity and cash flow of Holdings and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Deloitte Touche, (c) the unaudited consolidated balance sheet of Hanover and its Consolidated Subsidiaries as of June 30, 2007 and the related consolidated statements of income, stockholders’ equity and cash flow of the Hanover and its Consolidated Subsidiaries for the six (6) month period ended on such date, (d) the unaudited consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of June 30, 2007 and the related consolidated statements of income, stockholders’ equity and cash flow of Holdings and its Consolidated Subsidiaries for the six (6) month period ended on such date and (e) the unaudited pro forma combined condensed balance sheet of the US Borrower and its Subsidiaries as of March 31, 2007 and the unaudited combined condensed statements of operations of the US Borrower and its Subsidiaries for each of the three months ended March 31, 2007 and the 12 months ended December 31, 2006 have been furnished to the Lenders. Such financial statements described in clauses (a), (b), (c) and (d) above present fairly, in all material respects, the consolidated financial condition of Hanover and its Consolidated Subsidiaries and Holdings and its Consolidated Subsidiaries, as applicable, as of said dates and the results of its operations for the periods ended on said dates in all material respects, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments and abbreviated footnotes). The unaudited pro forma combined condensed balance sheet described in clause (e) above have been prepared with due care based on the assumptions specified therein. Neither the US Borrower nor any of its Subsidiaries has any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02 or permitted under this Agreement. Since December 31, 2006, there has been no change or event having a Material Adverse Effect.

     Section 7.03 Litigation. Except as disclosed to the Lenders in Schedule 7.03 hereto, at the Initial Funding Date there is no litigation, legal, administrative or arbitral proceeding, investigation or other action of any nature pending or, to its knowledge threatened against or affecting it or any of its Subsidiaries which involves the possibility of any judgment or liability against it or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect.

     Section 7.04 No Breach. Neither the execution and delivery of the Loan Documents nor the compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Initial Funding Date under, the respective Organization Documents of it or any of its Restricted Subsidiaries, or any Governmental Requirement or any agreement or instrument to which it or any of its Restricted Subsidiaries is a party or by which it is bound or to which it or its Properties are subject, or constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien upon any of the revenues or assets of it or any of its Restricted Subsidiaries pursuant to the terms of any such agreement or instrument other than the Liens created by the Loan Documents.

     Section 7.05 Authority. It and each of its Restricted Subsidiaries have all necessary power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party; and the execution, delivery and performance by it and each Restricted

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Subsidiary of the Loan Documents to which it is a party, have been duly authorized by all necessary action on its part; and the Loan Documents constitute the legal, valid and binding obligations of it and each of its Restricted Subsidiaries, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

     Section 7.06 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by it or any of its Restricted Subsidiaries of the Loan Documents or for the validity or enforceability thereof, except for the recording and filing of the Security Instruments as required by this Agreement.

     Section 7.07 Use of Loans.

          (a) Revolving Loans. The US Borrower will use the proceeds of the Revolving Loans and Letters of Credit for working capital, letters of credit and other general corporate purposes (including capital expenditures, permitted acquisitions, share repurchases, prepayment or refinancing of Debt and dividends) not in contravention of any Governmental Requirement or of any Loan Document.

          (b) Initial Term Loans. The US Borrower will use the proceeds of the Initial Term Loans for repayment of all or a portion of the Existing Indebtedness, and for general corporate purposes not in contravention of any Governmental Requirement or of any Loan Document.

          (c) Additional Term Loans. The US Borrower will use the proceeds of the Additional Term Loans for working capital and other general corporate purposes (including capital expenditures, permitted acquisitions, share repurchases, prepayment or refinancing of Debt and dividends) not in contravention of any Governmental Requirement or of any Loan Document or as otherwise set forth in the applicable Commitment Increase Certificate.

          (d) Margin Stock. The US Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan hereunder will be used to buy or carry any margin stock.

     Section 7.08 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for

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purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of all such underfunded Plans, except in each case as could not reasonably be expected to result in a Material Adverse Effect.

     Section 7.09 Taxes. Except as set out in Schedule 7.09, it and its Domestic Subsidiaries have filed all United States Federal income tax returns and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by it or any of its Domestic Subsidiaries, except where the failure to file such tax returns and pay such taxes could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of it and its Domestic Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the US Borrower, adequate. No tax lien has been filed and, to the knowledge of the US Borrower, no claim is being asserted with respect to any such tax, fee or other charge which could not reasonably be expected to result in a Material Adverse Effect.

     Section 7.10 Titles, Etc.

          (a) Except as set out in Schedule 7.10, it and its Restricted Subsidiaries have good and marketable title to their material Properties, (i) except in cases where the failure to have said good and marketable title would not result in a Material Adverse Effect and (ii) free and clear of all Liens, except Liens permitted under Section 10.02.

          (b) All leases and agreements necessary for the conduct of the business of it and its Restricted Subsidiaries are valid and subsisting and in full force and effect except as could not reasonably be expected to result in a Material Adverse Effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement and which default, event or circumstance would result in a Material Adverse Effect.

     Section 7.11 No Material Misstatements. No written information, statement, exhibit, certificate, document or report (other than projections) furnished to the Administrative Agents and the Lenders (or any of them) by it or any of its Restricted Subsidiaries in connection with the negotiation of this Agreement, including the Offering Memorandum, or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not materially misleading in the light of the circumstances in which made and with respect to it and its Restricted Subsidiaries taken as a whole. To the US Borrower’s knowledge, there is no fact peculiar to it or any of its Restricted Subsidiaries which has a Material Adverse Effect and which has not been set forth in this Agreement or the other documents, certificates and statements furnished to the Administrative Agents by or on behalf of it or any of its Restricted Subsidiaries or otherwise prior to, or on, the Initial Funding Date in connection with the transactions contemplated hereby. All projections by or on behalf of the US Borrower have been prepared on the basis of reasonable assumptions and the US Borrower has no reason to believe they are incorrect or misleading in any material respect.

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     Section 7.12 Investment Company Act. Neither it nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

     Section 7.13 Anti-Terrorism Law.

          (a) Neither it nor any of its Subsidiaries is, and to its knowledge, none of its Affiliates, officers or directors are in violation in any material respect of any applicable Governmental Requirement relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”), and the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., in each case, as amended from time to time.

          (b) Neither it nor any of its Subsidiaries is, and to its knowledge, none of its Affiliates, officers or directors are any of the following:

     (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Section 1 of the Executive Order;

     (iii) a Person with which any Lender is prohibited by any Anti-Terrorism Law from dealing or otherwise engaging in any transaction;

     (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

     (v) a Person that is named as a “specially designated national and blocked Person” on the most currently published list by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

          (c) Neither it nor any of its Subsidiaries is, and to its knowledge, none of it or its Subsidiaries’ brokers or other agents acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any Property or interests in Property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

     Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14 or as otherwise provided to the US Administrative Agent in writing pursuant to Section 13.02, as of the Initial Funding Date, it has no Subsidiaries.

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     Section 7.15 Location of Business and Offices. The US Borrower’s principal place of business and chief executive office is located at the addresses specified in Section 13.02 (or as set forth in a notice delivered to the US Administrative Agent in writing pursuant to Section 13.02).

     Section 7.16 Defaults. Neither it nor any of its Restricted Subsidiaries is in material default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a material default under any material agreement or instrument to which it or any of its Restricted Subsidiaries is a party or by which it or any of its Restricted Subsidiaries is bound, which default would result in a Material Adverse Effect. No Default hereunder has occurred and is continuing.

     Section 7.17 Environmental Matters. Except (a) as provided in a notice to all Lenders or (b) as would not have a Material Adverse Effect:

     (i) Neither any Property of it or any of its Subsidiaries nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws;

     (ii) Without limitation of clause (i) above, no Property of it or any of its Subsidiaries nor the operations currently conducted thereon or, to the best knowledge of it, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws;

     (iii) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed by it or any of its Subsidiaries in connection with the operation or use of any and all Property of it and each of its Subsidiaries, including without limitation past or present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and it and each of its Subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations;

     (iv) To the best knowledge of it, all hazardous substances, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of it or any of its Subsidiaries have in the past been transported, treated and disposed of in accordance with Environmental Laws and, to the best knowledge of it, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws;

     (v) To the best knowledge of it, no hazardous substances, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any hazardous substances on or to any Property of it or any of its Subsidiaries except in compliance with Environmental Laws;

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     (vi) To the extent applicable, all Property of it and each of its Subsidiaries currently satisfies all design, operation, and equipment requirements imposed by OPA or scheduled as of the Initial Funding Date to be imposed by OPA during the term of this Agreement, and it does not have any reason to believe that such Property, to the extent subject to OPA, will not be able to maintain compliance with OPA requirements during the term of this Agreement; and

     (vii) Neither it nor any of its Subsidiaries has any known contingent liability in connection with any release or threatened release of any oil, hazardous substance or solid waste into the environment.

     Section 7.18 Compliance with the Law. Neither it nor any of its Subsidiaries has violated any Governmental Requirement or failed to obtain any license, permit, franchise or other governmental authorization necessary for the ownership of any of its Properties or the conduct of its business, which violation or failure would (in the event such violation or failure were asserted by any Person through appropriate action) result in a Material Adverse Effect.

     Section 7.19 Hedging Agreements. Schedule 7.19 sets forth, as of the Initial Funding Date, a true and complete list of all Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of it and each of its Restricted Subsidiaries or issued pursuant to the ABS Facility, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied), and the counterparty to each such agreement.

     Section 7.20 Restriction on Liens. Except as set forth on Schedule 7.20 or permitted under Section 10.10, as of the Initial Funding Date, neither it nor any of its Restricted Subsidiaries is a party to any agreement or arrangement (other than this Agreement and the Security Instruments), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens pursuant to this Agreement and the Security Instruments to other Persons on or in respect of its material Properties.

ARTICLE VIII
Representations and Warranties of Canadian Borrower

     The Canadian Borrower represents and warrants to each of the Administrative Agents and the Canadian Tranche Revolving Lenders (each representation and warranty herein is given as of the Initial Funding Date after giving effect to the Merger and shall be deemed repeated and reaffirmed on the dates of each Borrowing as provided in Section 6.01 and Section 6.02) with respect to the Canadian Tranche:

     Section 8.01 Legal Existence. The Canadian Borrower and each Significant Canadian Subsidiary: (a) is a limited partnership or legal entity, as the case may be, duly formed, legally existing and in good standing under the laws of the jurisdiction of its current organization; (b) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as

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now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would result in a Material Adverse Effect.

     Section 8.02 No Breach. Neither the execution and delivery of the Loan Documents nor the compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Initial Funding Date under, the Organization Documents of the Canadian Borrower and the Significant Canadian Subsidiaries, or any Governmental Requirement or any agreement or instrument to which the Canadian Borrower or the Significant Canadian Subsidiaries are a party or by which they are bound or to which they or their Properties are subject, or constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien upon any of the revenues or assets of the Canadian Borrower or the Significant Canadian Subsidiaries pursuant to the terms of any such agreement or instrument other than the Liens created by the Loan Documents.

     Section 8.03 Authority. The Canadian Borrower and the Significant Canadian Subsidiaries have all necessary power and authority to execute, deliver and perform their obligations under the Loan Documents to which they are a party; and the execution, delivery and performance by the Canadian Borrower and the Significant Canadian Subsidiaries of the Loan Documents to which they are a party, have been duly authorized by all necessary action on their part; and the Loan Documents constitute the legal, valid and binding obligations of the Canadian Borrower and the Significant Canadian Subsidiaries, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

     Section 8.04 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by the Canadian Borrower or the Significant Canadian Subsidiaries of the Loan Documents or for the validity or enforceability thereof except for the recording and filing of any Security Instrument required hereby.

     Section 8.05 Defaults. Neither the Canadian Borrower nor the Significant Canadian Subsidiaries are in material default or have any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a material default under any material agreement or instrument to which the Canadian Borrower or the Significant Canadian Subsidiaries are a party or by which the Canadian Borrower or the Significant Canadian Subsidiaries are bound, which default would result in a Material Adverse Effect.

     Section 8.06 Income Tax Act (Canada). The Canadian Borrower and each Significant Canadian Subsidiary is either not a non-resident of Canada for purposes of the Income Tax Act (Canada) or is deemed a resident of Canada for purposes of Part XIII of the Income Tax Act (Canada).

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     Section 8.07 Use of Loans. The Canadian Borrower will use the proceeds of the Canadian Tranche Loans for working capital and other general corporate purposes (including capital expenditures, permitted acquisitions, share repurchases, prepayment or refinancing of Debt and dividends) not in contravention of any Governmental Requirement or of any Loan Document.

     Section 8.08 Canadian Taxes. Except as set out in Schedule 8.08, the Canadian Borrower and each of its Subsidiaries have filed all federal, provincial and income taxes and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by it or any of its Subsidiaries, except where the failure to file such tax returns and pay such taxes could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of it and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Canadian Borrower, adequate. No tax lien has been filed and, to the knowledge of the Canadian Borrower, no claim is being asserted with respect to any such tax, fee or other charge which could not reasonably be expected to result in a Material Adverse Effect.

     Section 8.09 Location of Business; Names. The only provinces in which the Canadian Borrower or any of its Significant Canadian Subsidiaries has any place of business, real property or stores any tangible personal property in excess of $50,000,000 are set forth on Schedule 8.09. Such schedule also sets out (i) the chief executive office or principal place of business in Canada of the Canadian Borrower and each Significant Canadian Subsidiary and (ii) the full and correct name of the Canadian Borrower and each Significant Canadian Subsidiary, including any French and English forms of its name.

     Section 8.10 Canadian Welfare and Pension Plans. The Canadian Borrower and each Significant Canadian Subsidiary have adopted all Canadian Welfare Plans required by applicable Governmental Requirements and each of such plans has been maintained and is in compliance with such Governmental Requirements in all material respects including all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Canadian Borrower and the Significant Canadian Subsidiaries and persons related to them, except in each case that could not reasonably be expected to result in a Material Adverse Effect. Should there exist any Canadian Pension Plans, the Canadian Borrower confirms that: (a) no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in the Canadian Borrower or any Significant Canadian Subsidiary being required to make an additional contribution to the Canadian Pension Plan; (b) no contribution failure has occurred with respect to any Canadian Pension Plan sufficient to give rise to a Lien or charge under any applicable pension benefits laws of any other jurisdiction other than an Excepted Lien; (c) no condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which is reasonably likely to result in the Canadian Borrower or any Significant Canadian Subsidiary incurring any material liability, fine or penalty; and (d) neither the Canadian Borrower nor any Significant Canadian Subsidiary has a material contingent liability with respect to any post-retirement benefit under a Canadian Welfare Plan, except in each case that could not reasonably be expected to result in a Material Adverse Effect.

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ARTICLE IX
Affirmative Covenants

     The US Borrower covenants and agrees that, so long as any of the Aggregate Commitments are in effect and until payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrowers hereunder:

     Section 9.01 Reporting Requirements. It shall deliver, or shall cause to be delivered, to the US Administrative Agent:

          (a) Financial Statements. (i) Within 30 days after the same is required to be filed with the SEC or any successor agency (but in any event within 90 days of the end of each fiscal year of the US Borrower), a copy of each annual report and any amendment to a report filed with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-K), as the same may be amended from time to time, (ii) within 30 days after the same is required to be filed with the SEC or any successor agency (but in any event within 60 days after the end of each of the first three fiscal quarters of the US Borrower), a copy of each quarterly report and any amendment to any quarterly report filed with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-Q), as the same may be amended, from time to time and (iii) promptly after the same become available, but in any event within fifteen (15) days following the date the same are required to be filed with the SEC, all other reports, notices, proxy statements or other documents that are distributed by the US Borrower to its shareholders and all regular and periodic final reports (including reports on Form 8-K) filed by the US Borrower with the SEC, which are publicly available; provided, however, that the US Borrower shall be deemed to have furnished the information required by this Section 9.01(a) if the US Borrower shall have timely made the same available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Agreement located at http://www.exterran.com); provided further, however, that if the US Administrative Agent is unable to access “EDGAR” or the US Borrower’s home page on the worldwide web, the US Borrower agrees to provide the US Administrative Agent with paper copies of the information required to be furnished pursuant to this Section 9.01(a) promptly following notice from the US Administrative Agent.

          (b) Budget, Projections. Within 90 days following the end of each fiscal year of the US Borrower, a copy of the projections of the operating budget and cash flow budget of the US Borrower and its Subsidiaries prepared on a consolidated basis for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of reasonable assumptions and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect.

          (c) Notice of Default, Etc. Promptly after it or the Canadian Borrower knows that any Default or Material Adverse Effect has occurred, a notice of such Default or Material Adverse Effect, describing the same in reasonable detail and the action such Borrower proposes to take with respect thereto.

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          (d) Management Letters. Promptly after it or any Significant Subsidiary’s receipt thereof, a copy of any “management letter” addressed to the board of directors of it or such Significant Subsidiary from its certified public accountants and any internal control memoranda relating thereto.

          (e) Other Matters. From time to time such other information regarding the business, affairs or financial condition of it or any Significant Subsidiary (including any Plan, Multiemployer Plan, Canadian Pension Plan or Canadian Welfare Plan and any reports or other information required to be filed under ERISA) as the US Administrative Agent may reasonably request.

          (f) Rating Change. Promptly after Moody’s or S&P shall have announced a change in the Index Debt Rating, a notice of such change describing the same in detail.

          (g) Labor Disputes. Promptly upon becoming aware of any labor dispute which would result in a Material Adverse Effect, a notice of such dispute describing same in detail and the action the US Borrower proposes to take with respect thereto.

          (h) Compliance Certificate. The US Borrower, within ten (10) Business Days of any deemed delivery of any annual report or quarterly report pursuant to paragraph (a) above, will furnish to the US Administrative Agent (i) a certificate substantially in the form of Exhibit C-2 executed by a Responsible Officer of the US Borrower (A) certifying as to the matters set forth therein and stating that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail) and (B) setting forth in reasonable detail the computations necessary to determine whether the US Borrower is in compliance with Section 10.13(a), (b) and (c) as of the end of the respective fiscal quarter or fiscal year; and (ii) a report, in form and substance satisfactory to the US Administrative Agent, setting forth as of such Quarterly Date a true and complete list of all Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of it, each of its Restricted Subsidiaries or pursuant to the ABS Facility, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.19, any margin required or supplied under any credit support document, and the counter party to each such agreement.

          (i) Consolidating Financials. Within the time period required for the delivery of the financial statements required by Section 9.01(a), the US Borrower shall deliver consolidating information with respect to the Unrestricted Subsidiaries.

     Section 9.02 Litigation. It shall promptly give to the US Administrative Agent notice of any litigation or governmental investigation or proceeding pending against it or any of its Subsidiaries which would result in a Material Adverse Effect.

     Section 9.03 Maintenance, Etc.

          (a) Generally. Except as otherwise permitted under Section 10.08, it shall and shall cause each Significant Subsidiary to: (i) preserve and maintain its legal entity

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existence; (ii) preserve and maintain all of its material rights, privileges, franchises, patents, trademarks, copyrights and licenses except which could not reasonably be expected to results in a Material Adverse Effect; (iii) comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; (iv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP or except which could not reasonably be expected to results in a Material Adverse Effect; and (v) upon reasonable notice, permit representatives of the Administrative Agents, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Administrative Agent.

          (b) Proof of Insurance. It shall and shall cause each Significant Subsidiary to maintain, with financially sound and reputable insurance companies, insurance policies which (i) are sufficient for compliance with all requirements of law and of all agreements to which it or any Significant Subsidiary is a party; (ii) are valid, outstanding and enforceable policies; and (iii) provide adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of it and each Significant Subsidiary. Within 30 days after the renewal thereof, the US Borrower will furnish or cause to be furnished to the US Administrative Agent a certificate of insurance coverage from the insurer in form and substance reasonably satisfactory to the US Administrative Agent and, if requested, will furnish the US Administrative Agent copies of the applicable policies.

          (c) Operation of Properties. It will and will cause each of its Restricted Subsidiaries to operate its Properties or cause such Properties to be operated in a careful and efficient manner (i) in compliance with the practices of the industry, (ii) in compliance with all applicable contracts and agreements and (iii) in compliance in all material respects with all Governmental Requirements, except where the noncompliance therewith would not result in a Material Adverse Effect.

     Section 9.04 Environmental Matters.

          (a) Establishment of Procedures. It will and will cause each of its Subsidiaries to establish and implement such reasonable procedures as may be necessary to assure that any failure of the following does not have a Material Adverse Effect: (i) all Property of it and its Subsidiaries and the operations conducted thereon and other activities of it and its Subsidiaries are in compliance with and do not violate the requirements of any Environmental Laws, (ii) no oil, hazardous substances or solid wastes are disposed of or otherwise released on or to any Property owned by any such party except in compliance with Environmental Laws and (iii) no hazardous substance will be released on or to any such Property in a quantity equal to or exceeding that quantity which requires reporting pursuant to Section 103 of CERCLA.

          (b) Notice of Action. The US Borrower will promptly notify the US Administrative Agent in writing of any threatened action, investigation or inquiry by any

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Governmental Authority of which the US Borrower has knowledge in connection with any Environmental Laws, which would result in a Material Adverse Effect.

     Section 9.05 Further Assurances. It will and will cause each of its Restricted Subsidiaries to cure promptly any defects in the creation and issuance of the Notes and the execution and delivery of the Security Instruments and this Agreement. It at its expense will and will cause each of its Restricted Subsidiaries to promptly execute and deliver to the Applicable Administrative Agent upon request all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of it or any of its Restricted Subsidiaries, as the case may be, in the Security Instruments and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Loans, or to correct any omissions in the Security Instruments, or to state more fully the security obligations set out herein or in any of the Security Instruments, or to perfect, protect or preserve any Liens created pursuant to any of the Security Instruments, or to make any recordings, to file any notices or obtain any consents, all as may be reasonably necessary or appropriate in connection therewith.

     Section 9.06 Performance of Obligations. The Borrowers will pay their Loans according to the reading, tenor and effect thereof; and they will and will cause each of their Subsidiaries to do and perform every act and discharge all of the obligations to be performed and discharged by them under the Security Instruments and this Agreement, at the time or times and in the manner specified.

     Section 9.07 Collateral and Guaranties.

          (a) United States.

     (i) It shall and it shall cause each wholly-owned Significant Domestic Subsidiary to grant a Lien pursuant to the Security Instruments on substantially all of its Properties located in the United States now owned or at any time hereafter acquired by it or a Subsidiary Guarantor, including all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, Inventory and real property; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) Hanover’s chief executive offices located at 12001 North Houston Rosslyn, Houston, Texas 77086 and any real property that has a value of less than $10,000,000, (B) the GP Interests and IDRs, (C) any Property as provided on Schedule 9.07(a), (D) any Property of any ABS Subsidiary and (E) any Property that in the judgment of the US Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom; provided further that it and any wholly-owned Significant Domestic Subsidiary will promptly, but no later than ninety (90) days, perfect Liens on real Property acquired in an acquisition (subject to the limitations set forth above); provided further that any newly created or acquired Significant Domestic Subsidiary shall promptly, but no later than ninety (90) days from its creation or acquisition, perfect Liens on its other Property required to be perfected under the other terms of this Section 9.07(a)(i) and upon any Domestic Subsidiary becoming a Significant Domestic Subsidiary shall, within thirty (30) days

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after the delivery of the most recent fiscal year end financial statements, perfect Liens on its other Property required to be perfected under the other terms of this Section 9.07(a)(i).

     (ii) It shall promptly cause each wholly-owned Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement – US or a supplement thereto; provided that any newly created or acquired Significant Domestic Subsidiary shall promptly, but no later than ninety (90) days from its creation or acquisition, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement – US under the other terms of this Section 9.07(a)(ii) and upon any Domestic Subsidiary becoming a Significant Domestic Subsidiary shall, within thirty (30) days after the delivery of the most recent fiscal year end financial statements, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement – US under the other terms of this Section 9.07(a)(ii).

     (iii) Other than any Property that in the judgment of the US Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, it shall cause to be pledged by the appropriate Subsidiary:

     (A) on the Initial Funding Date, all of the Equity Interests of each Significant Domestic Subsidiary directly or indirectly owned by the US Borrower (excluding any ABS Subsidiary);

     (B) all LP Units and Subordinated Units in EPLP owned by a US Domestic Subsidiary;

     (C) the Equity Interests in the General Partner;

     (D) the Equity Interests in the owners of the General Partner;

     (E) on the Initial Funding Date, 65% of the Equity Interests of Exterran Argentina, Exterran NLBV, Exterran Spain and Exterran Venezuela;

     (F) to the extent not already pledged under clauses (A) through (E) above, ninety (90) after the Initial Funding Date, (1) all of the Equity Interests of each Domestic Subsidiary directly or indirectly owned by the US Borrower (excluding any ABS Subsidiary) and (2) 65% of the Equity Interests of each first tier Foreign Subsidiary (excluding the Exterran Cayman Entities); provided that on such date, the US Borrower shall deliver or cause its Subsidiaries to deliver, to the extent certificated, original stock certificates or other certificates evidencing such Equity Interests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof except to the extent that the delivery of such certificates is not authorized due to a Governmental Requirement; and

     (G) promptly, but no later than ninety (90) days from the creation, acquisition of any Subsidiary (1) all of the Equity Interests of each Domestic

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Subsidiary directly or indirectly owned by the US Borrower (excluding any ABS Subsidiary) or (2) 65% of the Equity Interests of each first tier Foreign Subsidiary (excluding the Exterran Cayman Entities) directly or indirectly owned by the US Borrower; provided that on such date, the US Borrower shall deliver or cause its Subsidiaries to deliver, to the extent certificated, original stock certificates or other certificates evidencing such Equity Interests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof except to the extent that the delivery of such certificates is not authorized due to a Governmental Requirement.

On the Initial Funding Date, the US Borrower shall deliver or cause its Subsidiaries to deliver, to the extent certificated, original stock certificates or other certificates evidencing the Equity Interests pledged in clauses (A) through (E) above for those certificates held by the respective administrative agents (or their representatives) immediately prior to the Initial Funding Date under the Existing Universal Credit Agreement and Existing Hanover Credit Agreement, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof.

          (b) Canada.

     (i) It shall cause the Canadian Borrower and each wholly-owned Significant Canadian Subsidiary to grant a Lien pursuant to the Security Instruments on substantially all of its Properties located in Canada now owned or at any time hereafter acquired by it or a wholly-owned Significant Canadian Subsidiary, including all Equipment, Investment Property, Goods, Accounts, Chattel Paper, Documents of Title, Intangibles, Instruments and Inventory (each as defined in Personal Property Security Act (Alberta)) and real property; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) the Canadian Borrower’s offices located at 4949 76th Avenue SE, Calgary, Alberta T2C 3C6, Canada and any real property that has a value of less than $10,000,000, (B) the GP Interests and IDRs, (C) any Property as provided on Schedule 9.07(b), (D) any property which would constitute “serial number goods” under the Personal Property Security Act (Alberta) or other applicable Canadian province, (E) any Property of any ABS Subsidiary and (F) any Property that in the judgment of the Canadian Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Canadian Tranche Lenders therefrom, provided further that it and any wholly-owned Significant Canadian Subsidiary will promptly, but no later than ninety (90) days, perfect Liens on real Property acquired in an acquisition (subject to the limitations set forth above); provided further that any newly created or acquired Significant Canadian Subsidiary shall promptly, but no later than ninety (90) days from its creation or acquisition, perfect Liens on its other Property required to be perfected under the other terms of this Section 9.07(b)(i) and upon any Canadian Subsidiary becoming a Significant Canadian Subsidiary shall, within thirty (30) days after the delivery of the most recent fiscal year end financial statements, perfect Liens on its other Property required to be perfected under the other terms of this Section 9.07(b)(i).

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     (ii) It shall promptly cause each wholly-owned Significant Canadian Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness under the Canadian Tranche pursuant to the execution and delivery of the Guaranty Agreement – Canada or a supplement thereto; provided further that any newly created or acquired Significant Canadian Subsidiary shall promptly, but no later than ninety (90) days from its creation or acquisition, guarantee the Indebtedness under the Canadian Tranche pursuant to the execution and delivery of the Guaranty Agreement – Canada under the other terms of this Section 9.07(b)(ii) and upon any Canadian Subsidiary becoming a Significant Canadian Subsidiary shall, within thirty (30) days after the delivery of the most recent fiscal year end financial statements, guarantee the Indebtedness under the Canadian Tranche pursuant to the execution and delivery of the Guaranty Agreement – Canada under the other terms of this Section 9.07(b)(ii).

     (iii) It shall cause to be pledged by the appropriate Subsidiary:

     (A) on the Initial Funding Date, all of the Equity Interests of each Significant Canadian Subsidiary owned directly or indirectly by the US Borrower (excluding any ABS Subsidiary); provided that for any certificated Equity Interests required to be pledged in this clause (A), it will have ninety (90) after the Initial Funding Date to perfect Liens on such certificated Equity Interests;

     (B) on the Initial Funding Date, all LP Units and Subordinated Units in EPLP owned by a Canadian Subsidiary; provided that on such date, the Canadian Borrower shall deliver or cause its Subsidiary to deliver to the extent certificated, original share certificates or other certificates evidencing such Equity Interests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof;

     (C) to the extent not already pledged under clauses (A) and (B) above, ninety (90) after the Initial Funding Date, all of the Equity Interests of each Canadian Subsidiary owned directly or indirectly by the US Borrower (excluding any ABS Subsidiary); provided that on such date, the Canadian Borrower shall deliver or cause its Subsidiaries to deliver, to the extent certificated, original share certificates or other certificates evidencing such Equity Interests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof except to the extent that the delivery of such certificates is not authorized due to a Governmental Requirement; and

     (D) promptly, but no later than ninety (90) days from the creation or acquisition of any Subsidiary all of the Equity Interests that are owned by a Significant Canadian Subsidiary of each Canadian Subsidiary (excluding any ABS Subsidiary); provided that on such date, the Canadian Borrower shall deliver or cause its Subsidiaries to deliver, to the extent certificated, original share certificates or other certificates evidencing such Equity Interests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof except to the extent that the delivery of such certificates is not authorized due to a Governmental Requirement.

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          (c) Generally. The US Borrower shall, and shall cause its Subsidiaries to, take such actions and execute and/or deliver to the Applicable Administrative Agent such documents as the Applicable Administrative Agent shall reasonably require to confirm the creation, validity, perfection and priority of such pledges, security interests or mortgages set forth in Sections 9.07(a) and 9.07(b) above, including Uniform Commercial Code search certificates or its equivalent, resolutions and opinions of US and Canadian counsel. To the extent any Equity Interests set forth in Sections 9.07(a) and 9.07(b) above are not certificated, no certificates evidencing such Equity Interests will be required.

          (d) Releases.

     (i) The Borrowers and the Subsidiary Guarantors are authorized to release any Collateral that is Transferred in compliance with Sections 10.08, 10.11 and 10.14 and upon such Transfer, all security interests and liens arising under the Loan Documents shall be released and discharged without further action; provided that so long as the lien in favor of the US Administrative Agent or the Canadian Administrative Agent, as applicable, continues in the proceeds of such Transfer of such Collateral, or to the extent such Collateral is Transferred to any Borrower or any Subsidiary Guarantor, such lien continues in such Collateral.

     (ii) Upon (A) a sale, transfer or other disposition as permitted in this Agreement (whether in a single transaction or a series of related transactions and whether by merger, consolidation or otherwise) of all the Equity Interests or Property of any Subsidiary (each such Subsidiary a “Transferred Subsidiary”) to any Person that is not, at the time of such sale, transfer or other disposition, a Borrower or a Subsidiary of a Borrower and the receipt of written notice by the Applicable Administrative Agent from the US Borrower requesting a release of such Equity Interests or Property or (B) the dissolution of any Subsidiary as permitted in this Agreement (each such Subsidiary a “Dissolved Subsidiary”) and the receipt of written notice by the Applicable Administrative Agent from the US Borrower requesting a release of such Equity Interests or Property, then such Transferred Subsidiary or Dissolved Subsidiary, as the case may be, shall, upon the consummation of such sale, transfer, other disposition or dissolution, be released from its obligations under the applicable Guaranty Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Instrument and no Administrative Agent, Lender or Affiliate of a Lender that is party to a Hedging Agreement or a Treasury Management Agreement (collectively, the “Secured Creditors”) shall have any claim against such Transferred Subsidiary or Dissolved Subsidiary, as the case may be, under any Loan Document, and, in the case of a sale of all of the Equity Interests of the Transferred Subsidiary, the pledge of such Equity Interests to the Applicable Administrative Agent pursuant to the Security Instruments shall be released.

     (iii) Upon a Significant Subsidiary no longer being a Significant Subsidiary wholly-owned by the US Borrower as permitted hereunder and the receipt of written notice by the Applicable Administrative Agent from the US Borrower requesting a release of such Subsidiary’s guaranty and Collateral, then such Subsidiary shall, upon the consummation of such change from being a Significant Subsidiary, be released from its

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obligations under the applicable Guaranty Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Instrument and no Secured Creditor shall have any claim against such Subsidiary under such Security Instruments. For the avoidance of doubt and subject to Sections 9.07(d)(i), (ii), (iv) and (v), such Subsidiary shall not be released from its obligations under Sections 9.07(a)(iii) and 9.07(b)(iii).

     (iv) All Collateral shall be released upon the US Borrower’s long-term unsecured non-enhanced debt receiving (A) an investment grade rating from Moody’s or S&P and a rating no lower than one notch below investment grade from the other agency and (B) a stable outlook or better from both Moody’s and S&P. For avoidance of doubt, the Guaranty Agreements — Canada pursuant to Section 9.07(b) and the Guaranty pursuant to ARTICLE XIV shall not be terminated pursuant to this clause (iv).

     (v) Upon the permanent termination of the US Borrower’s right to allocate a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Aggregate Commitments pursuant to Section 2.03(b)(iii), each Guaranty Agreement – Canada pursuant to Section 9.07(b) and the Guaranty pursuant to ARTICLE XIV shall be terminated and all Collateral pursuant to Section 9.07(b) shall be released.

     (vi) In connection with any releases or terminations of security interests and liens in accordance with this Section 9.07(d), the Applicable Administrative Agent shall take such reasonable actions as are necessary to confirm, evidence or otherwise effect each release described in this Section 9.07(d) in accordance with the relevant provisions of the Security Instruments.

     Section 9.08 Notice of an ERISA Event (a). It will promptly furnish to the US Administrative Agent written notice of the occurrence of any ERISA Event (or comparable event with respect to a Canadian Pension Plan) that, alone or together with any other ERISA Events (or comparable events with respect to a Canadian Pension Plan) that have occurred, could reasonably be expected to result in liability of it and its Subsidiaries in an aggregate amount exceeding $50,000,000.

     Section 9.09 Ownership of the General Partner (a). It shall maintain at all times, directly or indirectly, a majority of the legal and beneficial ownership and majority voting control of the General Partner.

     Section 9.10 Existing Indebtedness.

          (a) The US Borrower shall or shall cause the Existing Indebtedness under the Universal Credit Agreement, the Hanover Credit Agreement, the 7 ¹/2% Notes and the 9.00% Notes to be repaid or redeemed with proceeds of the Loans requested on the Initial Funding Date; and all of the agreements evidencing and securing such Existing Indebtedness shall have been terminated and the related financing statements released, amended or assigned as required by the US Administrative Agent.

          (b) Subject to Section 10.01(b), the US Borrower shall or shall cause the Existing Indebtedness under the 8.625% Notes to be repaid or redeemed with proceeds of the

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Loans requested on the Initial Funding Date so that the face amount outstanding as of such date after such payment or redemption does not exceed $200,000.

          (c) The US Borrower shall issue (or shall cause the issuance of) irrevocable call notices for the 8.50% Equipment Lease Notes and the 8.75% Equipment Lease Notes within fifteen (15) Business Days after the later of the Initial Funding Date and the effective date of the Merger.

ARTICLE X
Negative Covenants

     The US Borrower covenants and agrees that, so long as any of the Aggregate Commitments are in effect and until payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrowers hereunder, without the prior written consent of the Majority Lenders:

     Section 10.01 Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except:

          (a) the Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness or any guaranty of or suretyship arrangement for the Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness;

          (b) Debt of it or its Subsidiaries existing on the Initial Funding Date which is reflected on Schedule 10.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof, exclusive of the Existing Indebtedness (except for the amounts set forth in Section 9.10(b) and subject to the proviso below), with financial covenants not materially more restrictive, taken as a whole, than those existing on the Initial Funding Date; provided that any agreements evidencing or securing the 8.625% Notes shall be supplemented to modify the existing agreements to contain terms and conditions reasonably satisfactory to the US Administrative Agent;

          (c) Debt with respect to the ABS Facility subject to the Intercreditor Agreement, not to exceed $1,000,000,000 in the aggregate (as such amount may be reduced as provided in the definition of “ABS Facility” and in Section 2.03(a)(ii)(I)) outstanding at any time; provided that no US Borrower or any Domestic Subsidiary other than the ABS Subsidiaries is liable for such Debt;

          (d) accounts payable (other than any accounts payable by any ABS Subsidiary) (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past due, (i) are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefore or (ii) would not exceed $25,000,000 in the aggregate outstanding at any time;

          (e) Debt of it and its Restricted Subsidiaries (other than any ABS Subsidiary) under Hedging Agreements which are for bona fide business purposes and are not speculative;

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          (f) other Debt of it and its Domestic Subsidiaries (other than any ABS Subsidiary); provided that (A) no Default or Event of Default (after giving pro forma effect to the incurrence of such Debt) exists and is continuing after the incurrence thereof, (B) the scheduled final maturity of such Debt is at least six (6) months after scheduled final the Revolving Loan Maturity Date and the scheduled final Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the Revolving Loan Maturity Date and the Term Loan Maturity Date and (D) such Debt (i) has terms substantially similar to those customary in high-yield facilities or (ii) contains financial covenants not materially more restrictive, taken as a whole, than those existing hereunder;

          (g) Debt meeting the qualifications set forth in Section 10.01(f) assumed by the US Borrower or one of its Restricted Subsidiaries (other than any ABS Subsidiary), or of a Restricted Subsidiary of the US Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement (and extensions, renewals, refundings and refinancings thereof that do not increase the principal thereof except for costs incurring in connection with such extensions, renewals, refundings and refinancings); provided that up to $200,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 10.01(f)(B), (C) and (D);

          (h) Debt (other than Debt of any ABS Subsidiary) evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that, except for intercompany Capital Leases between Restricted Subsidiaries or between the US Borrower and any Restricted Subsidiary, in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted under this clause (h) exceed $50,000,000 at any time outstanding;

          (i) Debt with respect to appeal and similar bonds in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all appeal and similar bonds permitted under this clause (i) shall not exceed $50,000,000 in the aggregate outstanding at any time;

          (j) Debt of any Foreign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes not to exceed $200,000,000; provided that no more than $100,000,000 in the aggregate outstanding at any time of such Debt shall be Debt which is other than Non-Recourse Foreign Debt;

          (k) Debt of the US Borrower owed to any Restricted Subsidiary (other than any ABS Subsidiary) and any Debt owed by any Restricted Subsidiary (other than any ABS Subsidiary) to the US Borrower or to any other Restricted Subsidiary (other than any ABS Subsidiary);

          (l) other Debt (other than Debt of any ABS Subsidiary) not to exceed $50,000,000 in the aggregate outstanding at any time;

          (m) guaranties entered into by the US Borrower or any Restricted Subsidiary (other than any ABS Subsidiary) that guarantee the performance (but not Debt for borrowed

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money) of a Restricted Subsidiary (other than any ABS Subsidiary) in the ordinary course of business;

          (n) the ABS Subsidiaries may issue or have outstanding: (i) manager advances payable to or for the benefit of the manager or back-up manager acting in connection with the ABS Facility that were advanced for the payment of debt service obligations of the ABS Subsidiaries and do not exceed $25,000,000 in the aggregate outstanding at any time for the first four (4) months following the Initial Funding Date and, thereafter, $15,000,000 in the aggregate outstanding at any time, (ii) trade payables and other expenses incurred in the ordinary course and that are incidental to the purposes permitted pursuant to the ABS Subsidiaries’ liability company agreements, (iii) obligations incurred pursuant to Hedging Agreements, (iv) Debt owing by any ABS Subsidiary to another ABS Subsidiary and (v) Debt in respect of reimbursement obligations and obligations incurred pursuant to agreements governing the rights and benefits provided to the holders of any Debt issued under the ABS Facility pursuant to any surety bond, financial guaranty insurance policy, insurance agreement or other similar arrangement; and

          (o) Debt associated with deposits, bank guarantees, customs, bid, performance, refund and surety bonds or surety and similar obligations of the US Borrower or any Restricted Subsidiary (other than any ABS Subsidiary) that guarantee the performance (but not Debt for borrowed money) of the US Borrower or a Restricted Subsidiary (other than any ABS Subsidiary) in the ordinary course of business.

     Section 10.02 Liens. Neither it nor any of its Restricted Subsidiaries will create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except (herein referred to as “Permitted Liens”):

          (a) Liens arising under the Security Instruments securing the payment of any Indebtedness;

          (b) Liens disclosed on Schedule 10.02;

          (c) Excepted Liens;

          (d) Liens on Property held or pledged in connection with the ABS Facility, provided that such Liens do not extend to or cover any Property of the US Borrower or any of its Restricted Subsidiaries other than the Property of the ABS Subsidiaries; provided further that Liens securing the ABS Facility Excess Utilization are not permitted by this Section 10.02(d) but are permitted, to the extent available, under Section 10.02(e);

          (e) Liens relating to Debt permitted under Sections 10.01(c) (only as it relates to the ABS Facility Excess Utilization), (f), (g) or (l) provided that the aggregate amount of Debt secured by such Liens shall not exceed $300,000,000 in the aggregate outstanding at any time; provided further that such Liens for Debt permitted under Section 10.01(c) do not extend to or cover any Property of the US Borrower or any of its Restricted Subsidiaries other than the Property of the ABS Subsidiaries; provided further that such Liens for Debt permitted under Section 10.01(f) or 10.01(l) do not extend to or cover any Property other than the Property that was acquired with such Debt (other than any repairs, renewals, replacements, additions,

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accessions, betterments, improvements, modifications or proceeds thereof or of the foregoing); provided further that such Liens for Debt permitted under Section 10.01(g) do not extend to or cover any Property other than the Property that secured such Debt prior to the time it was acquired or assumed (other than any repairs, renewals, replacements, additions, accessions, betterments, improvements, modifications or proceeds thereof or of the foregoing and any receivables, contract rights or intangibles related thereto);

          (f) Liens on assets of Foreign Subsidiaries under Foreign Credit Facilities; and

          (g) Liens securing Capital Lease Obligations and Purchase Money Indebtedness allowed under Section 10.01(h), but only on the Property under lease or acquired, constructed or improved.

     Section 10.03 Investments. Neither it nor any of its Restricted Subsidiaries will make any Investments in any Person, except that, so long as no Event of Default has occurred and is continuing, the foregoing restriction shall not apply to:

          (a) Investments reflected in the financial statements described in Section 7.02 or which are disclosed to the Lenders in Schedule 10.03;

          (b) accounts receivable arising in the ordinary course of business;

          (c) Cash Equivalents;

          (d) payroll advances and employee loans up to $10,000,000 in the aggregate outstanding at any time;

          (e) Investments by it or by any of its Restricted Subsidiaries in any other Restricted Subsidiary or in it; provided that it or any Restricted Subsidiary may have Investments in the ABS Subsidiaries in an amount not exceeding the aggregate amount of Debt of the ABS Subsidiary permitted under Section 10.01(n) plus the excess of book value of Compression Assets and other collateral for the ABS Facility over the liabilities of the ABS Subsidiaries;

          (f) Investments otherwise permitted under Sections 10.01 or 10.14;

          (g) other Investments not to exceed $70,000,000 in the aggregate outstanding at any time;

          (h) except for Investments in the General Partner permitted under Section 10.03(j), Investments in Unrestricted Subsidiaries, joint ventures, minority interests in Persons or similar arrangements so long as after giving effect to any such Investment, the Senior Secured Leverage Ratio is less than 3.75 to 1.00 for the most recent Testing Period at such time. For purposes of this Section 10.03(h), the Senior Secured Leverage Ratio shall include any Senior Secured Debt incurred to make such Investment;

          (i) Investments in connection with any acquisition of wholly-owned assets, business units or Persons; provided, however, that (A) such wholly-owned assets, business units

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or Persons shall not be materially different than the lines of business of the US Borrower and its Restricted Subsidiaries; provided that Investments not to exceed $20,000,000 in the aggregate outstanding at any time may be in wholly-owned assets, business units or Persons engaged in materially different lines of business than the US Borrower and its Restricted Subsidiaries, (B) such acquisition shall not be a hostile take over of a Person and (C) both before and after giving pro forma effect to such acquisition and the Debt incurred to make such acquisition, no Default or Event of Default shall exist and be continuing;

          (j) Investments in GP Interests to maintain its two percent (2%) investment in EPLP; and

          (k) Investments in securities acquired in settlements of claims and disputes.

     Section 10.04 Dividends, Distributions and Redemptions. The US Borrower will not declare or pay any dividend, purchase, redeem or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders or make any distribution of their assets to its stockholders; except that so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), the US Borrower may declare or pay any dividend, purchase, redeem or otherwise acquire for value any of its stock now or hereafter outstanding, return any capital to its stockholders or make any distribution of their assets to its stockholders so long as the Senior Secured Leverage Ratio is less than 3.75 to 1.00. For purposes of this Section 10.04, the Senior Secured Leverage Ratio shall include any Senior Secured Debt incurred to make such dividend, purchase, redemption or acquisition.

     Section 10.05 Subsidiaries.

          (a) It shall not, and shall not permit any of its Restricted Subsidiaries to, create any additional Subsidiaries except for (a) Restricted Subsidiaries resulting from future mergers, amalgamations or acquisitions permitted hereunder, (b) new Restricted Subsidiaries created by it in compliance with Section 10.03, (c) Restricted Subsidiaries created in connection with the reorganization of it or any Subsidiary and (d) Unrestricted Subsidiaries permitted under Section 10.05(b). Upon the creation of any new Restricted Subsidiaries, the Equity Interests shall be pledged as Collateral for this Agreement (subject to the 65% limitation for first-tier Foreign Subsidiaries being pledged to support the obligations of the US Borrower).

          (b) It shall not designate any Subsidiary as an Unrestricted Subsidiary, unless:

               (i) such designation of an “Unrestricted Subsidiary” is made by a Responsible Officer at the time of its creation or acquisition; provided that no Debt or other obligation of such Unrestricted Subsidiary may be assumed or guaranteed by any Borrower or any Restricted Subsidiary except to the extent otherwise permitted under Section 10.01, nor may any asset of any Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, become encumbered or otherwise subject to the satisfaction thereof except to the extent otherwise permitted under Section 10.02 at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuing; and

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               (ii) it would have been in compliance with Section 10.13 on the last day of its most recently ended fiscal quarter had such Subsidiary been an Unrestricted Subsidiary on such day.

     Section 10.06 Nature of Business. Neither it nor any Significant Subsidiary will materially change the lines of business of it or any of its Subsidiaries taken as a whole.

     Section 10.07 The General Partner. It will not permit the General Partner to (i) create, incur, assume or permit to exist any Debt or Liens on behalf of the General Partner or (ii) conduct any business other than serving as the general partner of EPLP.

     Section 10.08 Mergers, Etc. Neither it nor any of its Restricted Subsidiaries will merge into or with or amalgamate or consolidate with any other Person, or Transfer except as permitted under Section 10.14 (whether in one transaction or in a series of transactions) all or substantially all of its Property or Equity Interests of any of its Restricted Subsidiaries to any other Person except that (a) any Restricted Subsidiary of it may be merged into or amalgamated or consolidated with or Transfer all or substantially all of its Property to (i) the US Borrower, so long as the US Borrower is the surviving business entity or (ii) another Restricted Subsidiary of the US Borrower, (b) it may merge into or amalgamate or consolidate with any Person provided, in each case (i) immediately thereafter and giving effect thereto, no event shall occur and be continuing which constitutes a Default or Event of Default and (ii) it is the surviving business entity (or, so long as no Change of Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to it under this Agreement) and (c) any Restricted Subsidiary of it may liquidate, dissolve or sell so long as it determines in good faith that such liquidation, dissolution or sale is in the best interest of it.

     Section 10.09 Proceeds of Loans; Letters of Credit. The Borrowers will not permit the proceeds of the Loans, the Bankers’ Acceptances, the BA Equivalent Loans or Letters of Credit to be used for any purpose other than those permitted under Sections 7.07 or 8.07. Neither the US Borrower nor any Person acting on behalf of the US Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Exchange Act or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect.

     Section 10.10 Negative Pledge Agreements.

          (a) Except as permitted under this Agreement, neither it nor any of its Restricted Subsidiaries will create, incur, assume or permit to exist any contract or agreement (other than this Agreement and the Security Instruments) which in any way (a) prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property as may be required in connection with this Agreement or (b) restricts any of its Restricted Subsidiaries from paying dividends to the US Borrower or another Restricted Subsidiary, or which requires the consent of or notice to other Persons in connection therewith, except for any such contract or agreement existing as of the Initial Funding Date and any extensions, renewals or replacements of any contracts or agreements permitted hereunder; provided that such

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prohibitive terms of such contract or agreement are no more restrictive than the terms reflected in such contract or agreement existing as of the Initial Funding Date; provided, however, that (i) the foregoing shall not apply to customary restrictions with respect to a Restricted Subsidiary of the US Borrower pursuant to an agreement that has been entered into for the sale of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary provided that such restrictions apply only to such Restricted Subsidiary, (ii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Debt permitted under Section 10.01 if such restrictions or conditions apply only to the property or assets securing such Debt and (iii) clause (a) of the foregoing shall not apply to customary provisions in contracts restricting the assignment thereof.

     Section 10.11 Sale or Discount of Receivables. Neither it nor any of its Restricted Subsidiaries will discount or sell (with or without recourse) any of its notes receivable or accounts receivable, except in the ordinary course of business.

     Section 10.12 Fiscal Year Change. It will not permit any change in its fiscal year.

     Section 10.13 Certain Financial Covenants.

          (a) Interest Coverage Ratio. It will not permit Interest Coverage Ratio as of the end of any Testing Period to be less than 2.25 to 1.00.

          (b) Total Leverage Ratio. It will not, at any time, permit its Total Leverage Ratio to be greater than 5.00 to 1.00.

          (c) Senior Secured Leverage Ratio. It will not, at any time, permit its Senior Secured Leverage Ratio to be greater than 4.00 to 1.00.

     Section 10.14 Sale of Properties. It will not, and will not permit any of its Restricted Subsidiaries to, Transfer (excluding the granting of a Lien) any Property to any Person other than to it or to any of its Restricted Subsidiaries (but excluding any ABS Subsidiary), except:

          (a) it and any of its Restricted Subsidiaries may sell or otherwise dispose of any Property which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer used or useful in the conduct of such Person’s business;

          (b) it and any of its Restricted Subsidiaries may Transfer inventory or equipment (other than Compression Assets) in the ordinary course of business;

          (c) it and any of its Restricted Subsidiaries (other than any ABS Subsidiary) may Transfer Compression Assets in the ordinary course of business (including any Transfer of Compression Assets to the EPLP Group pursuant to the Omnibus Agreement for purposes of compressor fleet management in the ordinary course of business but excluding any other Transfers to the EPLP Group); provided, however, that when any such Transfers result in the US Borrower and the Restricted Subsidiaries receiving more than $65,000,000 in Net Proceeds in any fiscal year or $200,000,000 in Net Proceeds on a cumulative basis, fifty percent (50%) of Net Proceeds received in excess of $65,000,000 in any fiscal year or $200,000,000 on a cumulative basis, as applicable, shall be applied as a mandatory prepayment as provided in

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Section 2.07(b)(iii). Notwithstanding the foregoing to the contrary, sales in accordance with Section 10.14(d) shall not apply to this Section 10.14(c);

          (d) it and any of its Restricted Subsidiaries (other than any ABS Subsidiary) may sell, assign, contribute or convey all or substantially all of the Equity Interests of any ABS Subsidiary or Compression Assets to one or more members of the EPLP Group; provided, however, that when any sales, assignments, contributions or conveyances result in the US Borrower and the Restricted Subsidiaries receiving cash consideration and assumed obligations in excess of 75% of the total consideration received for such sale, assignment, contribution or conveyance, the US Borrower will make a mandatory prepayment as required under Section 2.07(b)(iv); provided further that for any individual sale, assignment, contribution or conveyance of more than $100,000,000 of Equity Interests or Compression Assets not otherwise permitted under Section 10.14(c) (i) if the sales price for the Equity Interests or Compression Assets is less than 7 times the EBITDA of the US Borrower and its Consolidated Subsidiaries for the last 4 quarters attributable to such assets, the US Borrower will deliver to the Lenders a fairness opinion from a Person reasonably acceptable to the US Administrative Agent with respect to the value of the consideration of such sale, assignment, contribution or conveyance, (ii) in the event any fairness opinion is delivered to its board of directors in connection with such sale, assignment, contribution or conveyance, a copy of such fairness opinion will be delivered to the Lenders and (iii) the consideration for any such sale, assignment, contribution or conveyance shall consist of either cash, assumed obligations or partnership interests in EPLP;

          (e) it and any of its Restricted Subsidiaries (other than any ABS Subsidiary) may Transfer Compression Assets to any ABS Subsidiary so that it may become collateral for the ABS Facility as follows:

     (i) in an amount not to exceed an aggregate fair market value of up to $1,150,000,000 as collateral for the initial funding of up to $800,000,000 of the ABS Facility; or

     (ii) in an amount not to exceed an aggregate fair market value of $300,000,000 as collateral for the ABS Facility Excess Utilization; or

     (iii) in exchange for Compression Assets received substantially contemporaneously from any ABS Subsidiary; provided that such exchange, which can be in the form of sales or other Transfers between the parties, results in the US Borrower or such Restricted Subsidiary receiving substantially similar Compression Assets that have, in the aggregate, substantially similar cash flow generating capacity and fair market value as those Compression Assets received by such ABS Subsidiary; or

     (iv) in an amount not to exceed an aggregate fair market value of $10,000,000 on an annual basis.

     ; provided, however, that no Default or Event of Default exists or will occur after giving effect to such Transfer on a pro forma basis. The Transfers under clauses (i) and (ii) above may occur as collateral is required under the terms of the ABS Facility documents; provided that the aggregate fair market value of such collateral does not exceed 155% of the outstanding amount

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of the Debt under the ABS Facility. Notwithstanding the foregoing to the contrary, sales in accordance with Section 10.14(d) shall not apply to this Section 10.14(e);

          (f) any ABS Subsidiary may Transfer Property to any other ABS Subsidiary;

          (g) any ABS Subsidiary may Transfer Property to the US Borrower or any Restricted Subsidiary (other than an ABS Subsidiary);

          (h) it and any of its Restricted Subsidiaries (other than any ABS Subsidiary) may sell or otherwise dispose of Property (other than Compression Assets) having an aggregate value of up to $50,000,000 in any fiscal year or $150,000,000 during the term of this Agreement;

          (i) it and any of its Restricted Subsidiaries (other than any ABS Subsidiary) may sell LP Units, IDRs, Subordinated Units and GP Interests, subject to the provisions of Section 2.03(c)(i) and Section 2.07(b)(v);

          (j) it and any of its Restricted Subsidiaries (other than any ABS Subsidiary) may Transfer the property listed on Schedule 10.14(j); and

          (k) it and any of its Restricted Subsidiaries (other than to any ABS Subsidiary) may sell Property located outside the United States and Canada that is used in the production, processing, treating, fractionation or transportation of hydrocarbons, including any related compression equipment and contract rights, and is capitalized on the US Borrower’s balance sheet as fixed assets or inventory; provided that the fair market value of such Property sold (determined for each piece of Property as of the date such Property was sold) during the term of this Agreement does not exceed ten percent (10%) of the aggregate gross asset value in accordance with GAAP of all Property located outside the United States and Canada; provided further that any Net Proceeds received from such sale are reinvested to acquire or repair assets useful in its business within 365 days from the date of such sale; provided further that if such Net Proceeds are not reinvested within 365 days from the date of such sale, the US Borrower will make a mandatory prepayment as required under Section 2.07(b)(vi).

provided that (1) with respect to (c), (d), (h), (i) and (j) above, (A) fair market value is received, (B) any LP Units, IDRs, Subordinated Units and GP Interests received as consideration shall be pledged in accordance with Sections 9.07(a) and 9.07(b), (C) the US Borrower demonstrates pro forma in compliance with Section 10.13 and (D) no Default or Event of Default will occur after giving effect to such sale on a pro forma basis and (2) with respect to (i) above, the US Borrower maintains, directly or indirectly, majority legal and beneficial ownership and voting control of the General Partner, including the GP Interests and the IDRs.

     Section 10.15 Environmental Matters. Except as would not have a Material Adverse Effect, neither it nor any of its Subsidiaries will cause or permit any of its Property to be in violation of Environmental Laws, or do anything or permit anything to be done which will subject any such Property to any remedial obligations under any Environmental Laws.

     Section 10.16 Transactions with Affiliates. Except as set forth on Schedule 10.16, neither it nor any of its Restricted Subsidiaries will enter into any transaction, including any

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purchase or Transfer of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement, are in the ordinary course of its business and are upon fair and reasonable terms that it or such Restricted Subsidiary reasonably believes to be comparable to those available in an arm’s length transaction with a Person not an Affiliate.

ARTICLE XI
Events of Default; Remedies

     Section 11.01 Events of Default. One or more of the following events which continue beyond any applicable cure period shall constitute an “Event of Default”:

          (a) any Borrower shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any reimbursement obligation for a disbursement made under any Letter of Credit, or any fees or other amount payable by it hereunder or under any Security Instrument and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five (5) Business Days; or

          (b) any Borrower or any Restricted Subsidiary shall default in the payment when due of any principal of or interest on any of its other Debt aggregating $50,000,000 or more outstanding at any time, or any event or condition occurs that results in such Debt becoming due prior to its scheduled maturity or that enables or permits (with the giving of any notice, the lapse of time or both) the holder or holders of such Debt or any trustee or agent on its or their behalf to cause such Debt to become due prior to its scheduled maturity; or

          (c) any representation, warranty or certification made or deemed made herein or in any Security Instrument by any Borrower or any Subsidiary, or any certificate furnished to any Lender or the Administrative Agents pursuant to the provisions hereof or any Security Instrument, shall prove to have been false or misleading as of the time made or furnished in any material respect, and such materially false or misleading representation, warranty or certification shall continue unremedied for a period of thirty (30) days after an officer of such Borrower has actual knowledge that such representation, warranty or certification was false or misleading when made; or

          (d) any Borrower shall default in the performance of any of its obligations under this Agreement other than under Sections 10.05, 10.13(c) or 10.15 or ARTICLE IX (excluding Section 9.10); or any Borrower or any Restricted Subsidiary shall default in the performance of any of its obligations under Sections 10.05, 10.13(c) or 10.15 or ARTICLE IX (excluding Section 9.10) or any Security Instrument (other than the payment of amounts due which shall be governed by Section 11.01(a)) and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof to such Borrower by the Applicable Administrative Agent or any Lender (through the Applicable Administrative Agent), or (ii) such Borrower otherwise becoming aware of such default; or

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          (e) any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or

          (f) any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), as applicable, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), as applicable, or (vi) take any corporate action for the purpose of effecting any of the foregoing; or

          (g) a proceeding or case shall be commenced, without the application or consent of any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary of all or any substantial part of its assets, or (iii) similar relief in respect of any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or (iv) an order for relief against any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary shall be entered in an involuntary case under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), as applicable; or

          (h) any Borrower, any Significant Subsidiary or any Significant Foreign Subsidiary fails within sixty (60) days to vacate, pay, bond or otherwise discharge any judgments or orders for the payment of money the uninsured portion of which is in excess of $50,000,000 in the aggregate and which are not stayed on appeal or otherwise being appropriately contested in good faith in a manner that stays execution; or

          (i) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted under the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms, or, with respect to the Security Instruments, shall cease to create a valid and perfected Lien of the priority required thereby on any of the Collateral purported to be covered thereby, except to the extent permitted under the terms of this Agreement, or any Borrower or any Restricted Subsidiary shall so state in writing; or

          (j) a Change of Control shall occur; or

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          (k) an ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of a Borrower and any of its Restricted Subsidiaries in an aggregate amount exceeding $50,000,000 outstanding at any time; or

          (l) the institution of any steps by the Canadian Borrower or any Canadian Guarantor or any applicable regulatory authority to terminate a Canadian Pension Plan (wholly or in part) if, as a result of such termination, the Canadian Borrower or any Canadian Guarantor may be required to make an additional contribution to such Canadian Pension Plan or to incur an additional liability or obligation to such Canadian Pension Plan, equal to or in excess of $50,000,000 for all periods.

     Section 11.02 Remedies.

          (a) In the case of an Event of Default other than one referred to in clauses (f) or (g) of Section 11.01, the Applicable Administrative Agent, upon request of the Majority Lenders, shall, by notice to the Borrowers, cancel the Aggregate Revolving Commitments and/or declare the Principal Amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including without limitation the payment of cash collateral to secure the LC Exposure as provided in Section 2.10(b) and the BA Exposure as provided in Section 2.11(i)) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Applicable Borrower.

          (b) In the case of the occurrence of an Event of Default referred to in clauses (f) or (g) of Section 11.01, the Aggregate Revolving Commitments and the Aggregate Term Commitments shall be automatically canceled and the Principal Amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including without limitation the payment of cash collateral to secure the LC Exposure as provided in Section 2.10(b) and the BA Exposure as provided in Section 2.11(i)) shall become automatically immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Borrowers.

          (c) Notwithstanding anything to the contrary in the Loan Documents, on the CAM Exchange Date, the Lenders shall automatically and without further act be deemed to have exchanged interests in the Aggregate Credit Exposure under the Tranches (including participations in the undrawn amounts of Letters of Credit) such that, in lieu of the interest of each Lender in the Credit Exposure under each Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and fee obligations of each Borrower in respect of each such Tranche and such Lender’s participation in undrawn Letters of Credit), such Lender shall own an interest equal to such Lender’s CAM Percentage in the Aggregate Credit Exposure under the Tranches (including the principal, reimbursement, interest and fee obligations of each Borrower in respect of each such Tranche and hold a participation in the undrawn amount of each outstanding Letter of Credit equal to its CAM Percentage thereof). Each Lender, each person acquiring a participation from any Lender as contemplated by Section

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13.06(c) and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the US Administrative Agent all such Notes and other instruments and documents as the US Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any Notes originally received by it in connection with its Loans hereunder to the US Administrative Agent against delivery of any Notes so executed and delivered; provided, however, that the failure of any Borrower to execute or deliver or of any Lender to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. In the event the CAM Exchange Date shall occur, Indebtedness owed by the Borrowers under the Loan Documents denominated in Canadian Dollars (other than, for the avoidance of doubt, obligations in respect of undrawn Offshore Currency Letters of Credit) shall, automatically and with no further act required, be converted to obligations of the same Borrower denominated in US Dollars. Such conversion shall be effected based upon the exchange rate described in the definition of “US Dollar Equivalent Amount” on the CAM Exchange Date. On and after any such conversion, all amounts accruing and owed to any Lender in respect of the Indebtedness owed to it under the Loan Documents shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder. Subject to Section 11.02(d), as a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment or proceeds received by the Applicable Administrative Agent pursuant to or as a result of the execution of any remedy under any Loan Document in respect of the Indebtedness of the Borrowers under the Loan Documents shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of the Indebtedness under the Loan Documents shall be paid over to the US Administrative Agent for distribution to the Lenders in accordance herewith.

          (d) Hedging Agreements and Treasury Management Agreements between the US Borrower and any of its Subsidiaries and the Administrative Agents or a Lender and/or any Lender Affiliate are secured by the Security Instruments pari passu with all other Indebtedness. As such, proceeds from the Security Instruments shall be shared pro rata on all Indebtedness. All proceeds received after the later to occur of the Term Loan Maturity Date or the Revolving Maturity Date, whether by acceleration or otherwise, shall be applied first to reimbursement of expenses provided for in the Security Instruments; next to be shared pro rata between the Hedging Agreements and Treasury Management Agreements (which form part of the Indebtedness) on the one hand and all other Indebtedness pursuant to this Agreement and the other Loan Documents on the other hand. Thereafter, all such proceeds applicable to the Loans and other obligations under this Agreement and the other Loan Documents shall be applied, first to reimbursement of expenses and indemnities provided for in this Agreement and the other Loan Documents; second to accrued interest on the Loans; third to fees; fourth pro rata to principal outstanding on the Loans and other Indebtedness and to serve as cash collateral to be held by the US Administrative Agent to secure the LC Exposure and by the Canadian Administrative Agent to secure outstanding BA Exposure; and any excess shall be paid to the US Borrower or as otherwise required by any Governmental Requirement.

          (e) Acceleration and termination of all Hedging Agreements and Treasury Management Agreements involving the Administrative Agents or Lenders or the Lender

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Affiliates shall be governed by the terms of the Hedging Agreements and Treasury Management Agreements, respectively.

     Section 11.03 Letters of Credit.

          (a) In the event that on the CAM Exchange Date any LC Exposure shall be outstanding, each US Tranche Revolving Lender shall promptly pay over to the US Administrative Agent, in immediately available funds, an amount in US Dollars equal to such US Tranche Revolving Lender’s US Tranche Percentage of such LC Exposure (or, in the case of any Offshore Currency Letter of Credit, the US Dollar Equivalent of such LC Exposure) together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the US Administrative Agent at the rate that would be applicable at the time to a US Dollar Base Rate Loan in a Principal Amount equal to such US Lender’s US Tranche Percentage of the LC Exposure. The US Administrative Agent shall establish a separate account (each, a “Reserve Account”) or accounts for each Lender for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The US Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The US Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s Reserve Account shall be held as a reserve against the LC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Borrower and shall not give rise to any obligation on the part of the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.10.

          (b) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the US Administrative Agent shall, at the request of the applicable Issuing Bank, withdraw from the Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing or payment, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such Issuing Bank in satisfaction of the reimbursement obligations of the US Tranche Revolving Lenders under Section 2.10(c). In the event that any US Tranche Revolving Lender shall default on its obligation to pay over any amount to the US Administrative Agent as provided in this Section 11.03, the applicable Issuing Bank shall have a claim against such US Tranche Revolving Lender to the same extent as if such US Tranche Revolving Lender had defaulted on its obligations under Section 2.10(c), but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the US Borrower’s reimbursement obligations pursuant to Section 11.02(c). Each other Lender shall have a claim against such defaulting US Tranche Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.

          (c) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the US Administrative Agent shall withdraw from the Reserve Account of each Lender

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the amount remaining on deposit therein in respect of such Letter of Credit, and distribute such amount to such Lender.

          (d) With the prior written approval of the US Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay to the US Administrative Agent, for the account of the Issuing Bank, on demand, its CAM Percentage of such drawing or payment.

          (e) Pending the withdrawal by any Lender of any amounts from its Reserve Account as contemplated by the above paragraphs, the US Administrative Agent will, at the direction of such Lender and subject to such rules as the US Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Investments described in Section 10.03(c). Each Lender that has not withdrawn its amounts in its Reserve Account as provided in paragraph (d) above shall have the right, at intervals reasonably specified by the US Administrative Agent, to withdraw the earnings on investments so made by the US Administrative Agent with amounts in its Reserve Account and to retain such earnings for its own account.

ARTICLE XII
The Administrative Agent

     Section 12.01 Appointment, Powers and Immunities of the Administrative Agents. Each Applicable Lender hereby irrevocably appoints and authorizes the Applicable Administrative Agent to act as its administrative agent hereunder and under the Security Instruments with such powers as are specifically delegated to such Applicable Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Applicable Administrative Agent (which term as used in this sentence and in Section 12.05 and Section 12.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and administrative agents): (a) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrowers or any other Person (other than the Applicable Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Applicable Borrower, its Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 12.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its and its officers’, employees’, agents’ and representatives’ gross negligence or willful misconduct; provided, however, the Administrative Agents may

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employ administrative agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such administrative agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agents may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with such Administrative Agents. The Administrative Agents are authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

     Section 12.02 Reliance by the Administrative Agents. The Administrative Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agents.

     Section 12.03 Defaults. The Administrative Agents shall not be deemed to have knowledge of the occurrence of a Default (other than the non-payment of principal of or interest on Loans or of fees or failure to reimburse for Letter of Credit drawings or Bankers’ Acceptances) unless the Administrative Agents have received notice from a Lender or a Borrower specifying such Default and stating that such notice is a “Notice of Default.” In the event that the Administrative Agents receive such a notice of the occurrence of a Default, the Administrative Agents shall give prompt notice thereof to the Applicable Lenders. In the event of a payment Default, the Administrative Agents shall give each Applicable Lender prompt notice of each such payment Default.

     Section 12.04 Rights as a Lender. With respect to its US Tranche Commitments or Canadian Allocated Commitments and the Loans made by it and its participation in the issuance of Letters of Credit, each Applicable Administrative Agent (and any successor acting as such Applicable Administrative Agent) in its capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Applicable Administrative Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Applicable Administrative Agent in its individual capacity. Each Applicable Administrative Agent (and any successor acting as such Applicable Administrative Agent) and its Affiliates may (without having to account therefor to any Lender) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with the Applicable Borrower (and any of its Affiliates) as if it were not acting as the Applicable Administrative Agent, and each Applicable Administrative Agent and its Affiliates may accept fees and other consideration from the Borrowers for services in connection with this Agreement or otherwise without having to account for the same to the Lenders.

     Section 12.05 Indemnification. The Lenders agree to indemnify the Administrative Agents and the Issuing Bank ratably in accordance with their Percentage Shares prior to the CAM Exchange Date and with their CAM Percentage on or after the CAM Exchange Date for the Indemnity Matters as

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described in Section 13.03 to the extent not indemnified or reimbursed by the Borrowers under Section 13.03, but without limiting the obligations of the Borrowers under said Section 13.03 and for any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agents or the Issuing Banks in such capacities in any way relating to or arising out of: (a) this Agreement, the Security Instruments or any other documents contemplated by or referred to herein or the transactions contemplated hereby, but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their agency duties hereunder or (b) the enforcement of any of the terms of this Agreement, any Security Instrument or of any such other documents; whether or not any of the foregoing specified in this Section 12.05 arises from the sole or concurrent negligence of the Administrative Agents or the Issuing Bank, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Administrative Agents or the Issuing Bank, as the case may be; provided further that the obligation to indemnify the Issuing Bank hereunder will be the obligations of the US Tranche Revolving Lenders prior to the CAM Exchange Date and all of the Lenders on or after the CAM Exchange Date.

     Section 12.06 Non-Reliance on the Administrative Agents and other Lenders. Each Lender acknowledges and agrees that it has, independently and without reliance on the Administrative Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrowers and its decision to enter into this Agreement, and that it will, independently and without reliance upon the Administrative Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement. The Administrative Agents shall not be required to keep itself informed as to the performance or observance by the Borrowers of this Agreement, the Notes, the Security Instruments or any other document referred to or provided for herein or to inspect the properties or books of the Borrowers. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Applicable Administrative Agent hereunder, such Applicable Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrowers (or any of its Affiliates) which may come into the possession of such Applicable Administrative Agent or any of its Affiliates. In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as special US counsel to the US Administrative Agent only and Goodmans LLP is acting in this transaction as special Canadian counsel to the Canadian Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each Lender will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

     Section 12.07 Action by the Administrative Agents. Except for action or other matters expressly required of each Applicable Administrative Agent hereunder, each Applicable

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Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall (a) receive written instructions from the Majority Lenders (or all of the Lenders if expressly required by Section 13.04) specifying the action to be taken, and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions of the Majority Lenders (or all of the Lenders if expressly required by Section 13.04) and any action taken or failure to act pursuant thereto by the Applicable Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, each Applicable Administrative Agent shall take such action with respect to such Default as shall be directed by the Majority Lenders (or all of the Lenders if required by Section 13.04) in the written instructions (with indemnities) described in this Section 12.07, provided that, unless and until the Applicable Administrative Agent shall have received such directions, such Applicable Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Applicable Administrative Agent be required to take any action which exposes such Applicable Administrative Agent to personal liability or which is contrary to this Agreement and the Security Instruments or applicable law.

     Section 12.08 Resignation or Removal of the Administrative Agents. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided below, each Applicable Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers, and each Applicable Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Applicable Administrative Agent. If no successor Applicable Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Applicable Administrative Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Applicable Administrative Agent, then the retiring Applicable Administrative Agent may, on behalf of the Lenders, appoint a successor Applicable Administrative Agent. Upon the acceptance of such appointment hereunder by a successor Applicable Administrative Agent, such successor Applicable Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Applicable Administrative Agent, and the retiring Applicable Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Applicable Administrative Agent’s resignation or removal hereunder as Applicable Administrative Agent, the provisions of this ARTICLE XII and Section 13.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent.

     Section 12.09 Notification by US Administrative Agent. Subject to the provisions herein to the contrary, the US Administrative Agent shall be required to notify only the US Tranche Revolving Lenders of any Borrowings, continuations or conversions or of any other act requiring notice to be provided by the US Administrative Agent hereunder. Upon each US Tranche Revolving Lender’s receipt of such notice from the US Administrative Agent pursuant to this Section 12.09, such Lender shall notify its respective Canadian counterpart of such notice.

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     Section 12.10 Syndication Agent, Joint Lead Arrangers, Joint Book Runners, Documentation Agents. The Syndication Agent, the Joint Lead Arrangers, the Joint Book Runners, and the Documentation Agents shall have no duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than their duties, responsibilities and liabilities in their capacity as Lenders hereunder.

ARTICLE XIII
Miscellaneous

     Section 13.01 Waiver. No failure on the part of the Administrative Agents or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

     Section 13.02 Notices.

          (a) Except in the case of notices and other communications expressly permitted to be given by telephone or other electronic communication (and subject to Section 13.02(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

     (i) if to the US Borrower, to it at 4444 Brittmoore Road, Houston, Texas 77041; Attention: Chief Financial Officer (Telecopier No.: 713-466-6720) with copies to 4444 Brittmoore Road, Houston, Texas 77041; Attention: General Counsel (Telecopier No.: 713-335-7867) with a copy to Baker Botts L.L.P., One Shell Plaza, 910 Louisiana, Houston, Texas 77002 Attention: Steve Krebs (Telecopier No.: 713-229-7767);

     (ii) if to the Canadian Borrower, to it at 4444 Brittmoore Road, Houston, Texas 77041; Attention: Chief Financial Officer (Telecopier No.: 713-466-6720) with copies to 4444 Brittmoore Road, Houston, Texas 77041; Attention: General Counsel (Telecopier No.: 713-335-7867) with a copy to Baker Botts L.L.P., One Shell Plaza, 910 Louisiana, Houston, Texas 77002 Attention: Steve Krebs (Telecopier No.: 713-229-7767);

     (iii) if to the US Administrative Agent, to it at Wachovia Bank, National Association, 301 South College Street, 23rd Floor NC 0680, Charlotte, North Carolina 28288; Attention: Syndication Agency Services (Telecopier No.: 704-383-0288) with a copy to Wachovia Capital Markets, LLC, 1001 Fannin, Suite 2255, Houston, Texas 77002; Attention: David Humphreys (Telecopier No.: 713-650-6354);

     (iv) if to the Canadian Administrative Agent, to it at Wachovia Capital Finance Corporation (Canada), 141 Adelaide St W., Suite 1500, Toronto, Ontario, Canada M5H 3L9; Attention: Enza Agosta (Telecopier No.: 416-364-8165) with a copy to Wachovia

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Capital Markets, LLC, 1001 Fannin, Suite 2255, Houston, Texas 77002; Attention: David Humphreys (Telecopier No.: 713-650-6354); and

     (v) if to any other Lender, in its capacity as such, or any other Lender in its capacity as an Issuing Bank, to it at its address (or telecopy number) set forth in its administrative questionnaire.

          (b) Notices and other communications to the Lenders and the Administrative Agents hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the US Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II, ARTICLE III, ARTICLE IV, ARTICLE V and ARTICLE XI unless otherwise agreed by the Applicable Administrative Agent and the Applicable Lender. The Applicable Administrative Agent or the Applicable Borrower may, in its discretion, agree to accept notices and other communications hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

          (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

     Section 13.03 Payment of Expenses, Indemnities, etc.

          (a) The Borrowers agree:

     (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable expenses of each Administrative Agent in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of each Administrative Agent and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent, whether or not effective, relating thereto (including travel, photocopy, mailing, courier, telephone and other similar expenses of each Administrative Agent, ongoing Collateral monitoring and protection, Collateral releases and workout matters, the cost of environmental audits, surveys and appraisals, the reasonable fees and disbursements of counsel and other outside consultants for the Administrative Agents limited to one US counsel and one Canadian counsel and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Administrative Agents, any of the Lenders and any Issuing Bank and the Administrative Agents shall promptly reimburse the Applicable Lenders and Issuing Banks for such fees and disbursements) and promptly reimburse the Administrative Agents for all such amounts expended, advanced or incurred by the Administrative Agents, the Lenders or the Issuing Banks to satisfy any obligation of the Borrowers under this Agreement or any Security Instrument, including without limitation, all reasonable costs and expenses of foreclosure;

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     (ii) to indemnify each Administrative Agent and each Lender and each Lender Affiliate and each Issuing Bank and each of their officers, directors, employees, representatives, Administrative Agents, attorneys, accountants, investment advisors, agents, trustees and experts (“Indemnified Parties”) from, hold each of them harmless against and promptly upon demand pay or reimburse each of them for, the Indemnity Matters which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of, arising out of or in any way related to (a) any actual or proposed use by the Borrowers of the proceeds of any of the Loans or Letters of Credit, (b) the execution, delivery and performance of the Loan Documents, (c) the operations of the business of each Borrower and its Subsidiaries, (d) the failure of each Borrower or any Subsidiary to comply with the terms of any Security Instrument or this Agreement, or with any Governmental Requirement, (e) any inaccuracy of any representation or any breach of any warranty of a Borrower set forth in any of the Loan Documents, (f) the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit, (g) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance, non-delivery or other improper presentation of the manually executed draft(s) and certification(s), (h) any assertion that the Lenders were not entitled to receive the proceeds received pursuant to the Security Instruments or (i) any other aspect of the Loan Documents, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries) or claim and including all Indemnity Matters arising by reason of the ordinary negligence of any Indemnified Party, but excluding all Indemnity Matters arising solely by reason of claims between the Lenders or any Lender and an Administrative Agent or a Lender’s shareholders against an Administrative Agent or Lender or by reason of the gross negligence or willful misconduct on the part of such Indemnified Party; and

     (iii) to indemnify and hold harmless from time to time the Indemnified Parties from and against any and all Indemnity Matters to which any such Person may become subject (a) under any Environmental Law applicable to a Borrower or any Subsidiary or any of their Properties, including without limitation, the treatment or disposal of hazardous substances on any of their Properties, (b) as a result of the breach or non-compliance by a Borrower or any Subsidiary with any Environmental Law applicable to a Borrower or any Subsidiary, (c) due to past ownership by a Borrower or any Subsidiary of any of their Properties or past activity on any of their Properties which, though lawful and fully permissible at the time, could result in present liability, (d) the presence, use, release, storage, treatment or disposal of hazardous substances on or at any of the Properties owned or operated by a Borrower or any

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Subsidiary or (e) any other environmental, health or safety condition in connection with the Loan Documents; provided, however, no indemnity shall be afforded under this Section 13.03(a)(iii) in respect of any Property for any occurrence arising from the acts or omissions of any Indemnified Party after the date which the applicable Borrower or Subsidiary is divested of ownership of such Property (whether by foreclosure or deed in lieu of foreclosure, as mortgagee-in-possession or otherwise).

          (b) No Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 13.03.

          (c) In the case of any indemnification hereunder, an Applicable Administrative Agent or Lender, as appropriate shall give notice to the Borrowers of any such claim or demand being made against the Indemnified Party and the Borrowers shall have the non-exclusive right to join in the defense against any such claim or demand provided that if the Borrowers provide a defense, the Indemnified Party shall bear its own cost of defense unless there is a conflict between the Borrowers and such Indemnified Party.

          (d) The foregoing indemnities shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnified Parties or by reason of strict liability imposed without fault on any one or more of the Indemnified Parties. To the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, this contractual obligation of indemnification shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other than the gross negligence or willful misconduct of the Indemnified Party.

          (e) Each Borrower’s obligations under this Section 13.03 shall be its joint and several obligations and shall survive any termination of this Agreement and the payment of the Loans and shall continue thereafter in full force and effect.

          (f) Each Borrower shall pay any amounts due under this Section 13.03 within thirty (30) days of the receipt by such Borrower of notice of the amount due.

     Section 13.04 Amendments, Etc. Any provision of this Agreement or any Security Instrument may be amended, modified or waived with the Borrowers’ and the Majority Lenders’ prior written consent; provided that (a) no amendment, modification or waiver which increases the Aggregate Commitments, forgives or reduces the Principal Amount of any Indebtedness outstanding under this Agreement, releases (except as otherwise permitted under the Loan Documents) all or substantially all of the Collateral (excluding Transfers of Compression Assets permitted under the Loan Documents) or any of the Subsidiary Guarantors or the US Borrower

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as a guarantor of the Canadian Tranche, affects Sections 4.02, 4.05, 11.02(d), 13.04 or 13.06(a) or permits an Interest Period with a duration in excess of six months or modifies the definition of “Majority Lenders” shall be effective without the consent of all Lenders; (b) no amendment, modification or waiver which extends any scheduled payment date or the final maturity of the Term Loans or reduces the interest rate applicable to the Term Loans or the fees payable to the Term Loan Lenders or extends the time for payment of such interest or fees shall be effective without the consent of all the Term Loan Lenders (in lieu of the consent of the Majority Lenders); (c) no amendment, modification or waiver which extends any scheduled payment date or the final maturity of the Revolving Loans, reduces the interest rate applicable to the Revolving Loans or the fees payable to the US Tranche Revolving Lenders or the Canadian Tranche Revolving Lenders or extends the time for payment of such interest or fees shall be effective without the consent of all the US Tranche Revolving Lenders or the Canadian Tranche Revolving Lenders, as applicable (in lieu of the consent of the Majority Lenders); (d) no amendment, modification or waiver which increases the US Tranche Commitment, Canadian Allocated Commitment or Term Commitment of any Lender shall be effective without the consent of such Lender; (e) no amendment, modification or waiver which modifies the rights, duties or obligations of an Applicable Administrative Agent shall be effective without the consent of such Applicable Administrative Agent; and (f) no amendment, modification or waiver which affects Section 2.01(b), 2.02(g), 2.04(b)(ii), 2.04(b)(iii), 2.09, 2.10 or 11.03 shall be effective without the consent of all the Issuing Banks.

     Section 13.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

     Section 13.06 Assignments and Participations.

          (a) No Borrower nor Guarantor may assign its rights or obligations hereunder or under the Loans, Bankers’ Acceptances, the BA Equivalent Loans or any Letters of Credit without the prior consent of all of the Lenders and the Administrative Agents.

          (b) Any Lender may assign to one or more assignees, all or a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit E (an “Assignment”) which prior to execution shall be submitted in Microsoft Word format upon the written consent (which consent shall not be unreasonably withheld) of (A) with respect to the Revolving Credit Facility only, the US Administrative Agent, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Revolving Lender or a Revolving Lender immediately prior to giving effect to such assignment, (B) with respect to the Term Loan Credit Facility only, the US Administrative Agent, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Term Loan Lender, a Related Fund or a Term Loan Lender immediately prior to giving effect to such assignment, (C) the Issuing Banks (with respect to the Revolving Credit Facility only), (D) with respect to the Revolving Credit Facility only, the US Borrower, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Revolving Lender or a Revolving Lender immediately prior to giving effect to such assignment, or if an Event of Default has occurred and is continuing, any other assignee and (E) with respect to the Term Loan

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Credit Facility only, the US Borrower, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Term Loan Lender, a Related Fund or a Term Loan Lender immediately prior to giving effect to such assignment; provided, however, that (i) any such assignment shall be in the amount of at least $5,000,000 of a Tranche with respect to the Revolving Credit Facility and at least $1,000,000 with respect to the Term Loan Facility or the remaining amount of such Lender’s Credit Exposure and Commitments hereunder or such lesser amount to which the US Borrower has consented, with Related Funds treated as one assignee for purposes of determining compliance with such minimum assignment amount; (ii) the assignee or assignor shall pay to the Applicable Administrative Agent a processing and recordation fee of $3,500 for each assignment; provided that only $3,500 shall be paid for pro rata assignments by a Lender and its Canadian Lender Affiliate and only one such fee shall be payable in connection with simultaneous assignments to or by two or more Related Funds; (iii) if such assignment is made at a time when no Event of Default has occurred and is continuing, any assignee of the Canadian Tranche Revolving Lender shall satisfy the Canadian residency requirements of a Canadian Tranche Revolving Lender; (iv) any assignee shall not be a competitor of the US Borrower or any of its Subsidiaries; and (v) notwithstanding anything to the contrary contained in this Agreement, if such assignment is made at a time when an Event of Default has occurred and is continuing, (y) the Borrowers shall have the right to withhold all Taxes required by law to be withheld from payments made hereunder, and shall pay such Taxes to the relevant taxing authority or other Governmental Authority in accordance with applicable law and (z) any assignee of a Lender shall not be subject to the provisions of Section 4.06(d) (other than subparagraph (ii) thereof, if applicable), and shall not be entitled to receive any additional amounts payable pursuant to Section 4.06(a)(A) or indemnification payments for Taxes pursuant to Section 4.06(c). Any such assignment will become effective upon the execution and delivery to the US Administrative Agent of the Assignment and the consent, if required above, of the US Administrative Agent, the Issuing Banks and, unless an Event of Default has occurred and is continuing, the US Borrower. Promptly after receipt of an executed Assignment, the US Administrative Agent shall send to the Applicable Borrower a copy of such executed Assignment. Upon receipt of such executed Assignment, such Borrower, will, at its own expense, execute and deliver new Notes, Bankers’ Acceptances or BA Equivalent Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear. Upon the effectiveness of any assignment pursuant to this Section 13.06(b), the assignee will become a “Lender,” if not already a “Lender,” for all purposes of this Agreement and the Security Instruments. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease to be a “Lender” hereunder except that its rights under Sections 4.06, 5.01, 5.05 and 13.03 shall not be affected). The US Administrative Agent, acting as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Principal Amount of the Loans and LC Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register.

          (c) Each Lender may transfer, grant or assign participations in all or any part of such Lender’s interests hereunder pursuant to this Section 13.06(c) to any Person that satisfies the requirements of Section 13.06(b)(iv) and either Section 13.06(b)(iii) or Section

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13.06(b)(v)(z), as applicable, provided that: (i) such Lender shall remain a “Lender” for all purposes of this Agreement and the transferee of such participation shall not constitute a “Lender” hereunder and (ii) no participant under any such participation shall have rights to approve any amendment to or waiver of any of the Loan Documents; provided that such participation agreement may provide that such Lender will not, without the consent of the participant, agree to any amendment, modification or waiver described in clauses (a), (b) or (c) of the proviso to Section 13.04 that affects such participant, and all amounts payable by the Applicable Borrower hereunder shall be determined as if such Lender had not sold such participation, provided that such participant shall be entitled to receive additional amounts under ARTICLE V on the same basis as if it were a Lender and be indemnified under Section 13.03 as if it were a Lender; provided that no Participant shall be entitled to receive any greater amount pursuant to such provisions than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred if no participation had been transferred. Anything herein to the contrary notwithstanding, the Borrowers shall not, at any time, be obligated to pay to any Lender and its participants, collectively, any sum in excess of the sum the Borrowers would have been obligated to pay to such Lender hereunder if such Lender had not sold any participation in its rights and obligations under this Agreement or any other Credit Document. In addition, each agreement creating any participation must include an agreement by the participant to be bound by the provisions of Section 13.15 or confidentiality provisions at least as restrictive as those of Section 13.15.

          (d) The Lenders may furnish any information concerning a Borrower in the possession of the Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that such Persons agree to be bound by the provisions of Section 13.15 or confidentiality provisions at least as restrictive as those of Section 13.15.

          (e) Notwithstanding anything in this Section 13.06 to the contrary, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (f) Notwithstanding any other provisions of this Section 13.06, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require any Borrower to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state or similar laws in any jurisdiction in Canada.

     Section 13.07 Invalidity. In the event that any one or more of the provisions contained in any of the Loan Documents or the Letters of Credit, shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Notes, this Agreement or any Security Instrument.

     Section 13.08 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

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     Section 13.09 USA Patriot Act Notice. Each US Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the US Borrower and its Subsidiaries, which information includes the name and address of the US Borrower and such Subsidiaries and other information that will allow such US Lender to identify the US Borrower and such Subsidiaries in accordance with the USA Patriot Act.

     Section 13.10 Survival. The obligations of the parties under Section 4.06, ARTICLE V, and Sections 12.05 and 13.03 shall survive the repayment of the Loans and the termination of the US Tranche Commitments, Canadian Allocated Commitments and Term Commitments. To the extent that any payments on the Indebtedness under the Loan Documents or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Indebtedness under the Loan Documents so satisfied shall be revived and continue as if such payment or proceeds had not been received and each Applicable Administrative Agent’s and Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Security Instrument shall continue in full force and effect. In such event, each Security Instrument shall be automatically reinstated and the Applicable Borrower shall take such action as may be reasonably requested by the Applicable Administrative Agent and the Lenders to effect such reinstatement.

     Section 13.11 Restatement. This Agreement amends, restates and supersedes the Existing Universal Credit Agreement. It is the intention of the parties that all Liens and security interests securing the Existing Universal Credit Agreement continue to exist, remain valid and shall not be impaired or released hereby and shall remain in full force and effect as provided in the Security Instruments.

     Section 13.12 No Oral Agreements. The Loan Documents embody the entire agreement and understanding between the parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

     Section 13.13 Governing Law; Submission to Jurisdiction.

          (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of Texas except to the extent that United States federal law permits any US Lender to charge interest at the rate allowed by the laws of the state where such Lender is located or applicable Canadian Law permits any Canadian Tranche Revolving Lender to charge interest at the rate allowed by the laws of the jurisdiction where such Lender is located. Ch. 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not apply to this Agreement or the Notes.

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          (b) Any legal action or proceeding with respect to the Loan Documents may be brought in the courts of the State of Texas or of the United States of America for the Southern District of Texas in each case located in Houston, Texas, and, by execution and delivery of this Agreement, each Borrower hereby accepts for itself and (to the extent permitted under law) in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Borrower and Guarantor hereby irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agents or any Lender from obtaining jurisdiction over each Borrower and Guarantor in any court otherwise having jurisdiction.

          (c) Each Borrower and Guarantor irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Borrower and Guarantor at its address specified in Section 13.02 or as updated from time to time, such service to become effective thirty (30) days after such mailing.

          (d) Nothing herein shall affect the right of the Administrative Agents or any Lender or any holder of a Loan to serve process in any other manner permitted under law or to commence legal proceedings or otherwise proceed against the Borrowers or Guarantors in any other jurisdiction.

          (e) Notwithstanding anything to the contrary in any of the Loan Documents, each Borrower, each Guarantor, each Issuing Bank, each Administrative Agent, each Lender and each of the other parties hereto hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted under law, trial by jury in any legal action or proceeding relating to this Agreement or any Security Instrument and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation or otherwise any special, exemplary, punitive or consequential damages (including loss of profits), or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative thereof or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers and (iv) acknowledge that it has been induced to enter into this Agreement, the Security Instruments and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 13.13.

     Section 13.14 Interest. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Loans, the Bankers’ Acceptances and the BA Equivalent Loans, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest under law applicable to any Lender that is contracted for,

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taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Loans shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the Principal Amount of the Indebtedness under the Loan Documents (or, to the extent that the Principal Amount of the Indebtedness under the Loan Documents shall have been or would thereby be paid in full, refunded by such Lender to the Applicable Borrower); and (b) in the event that the maturity of the Loans is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the Principal Amount of the Indebtedness under the Loan Documents (or, to the extent that the Principal Amount of the Indebtedness under the Loan Documents shall have been or would thereby be paid in full, refunded by such Lender to the Applicable Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted under law applicable to such Lender, be amortized, prorated, allocated and spread throughout the full term of the Loans until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 13.14 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this Section 13.14. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Highest Lawful Rate, such Lender elects to determine the applicable rate ceiling under such Chapter by the indicated weekly rate ceiling from time to time in effect.

     Section 13.15 Confidentiality. For the purposes of this Section 13.15, “Confidential Information” means any non-public information about any Borrower or its Subsidiaries furnished by any Borrower, any Subsidiary or its Affiliates (collectively, the “Disclosing Parties”) to the Administrative Agents or any of the Lenders, including, but not limited to, any actual or pending agreement, business plans, budgets, projections, ecological data and accounting records, financial statements, or other financial data of any kind, any title documents, reports or other information relating to matters of title, any projects or plans, whether actual or prospective, and any other documents or items embodying any such Confidential Information; provided that such term does not include information that (a) was publicly known or otherwise known prior to the time of such disclosure, (b) subsequently becomes publicly known other than as a result of unauthorized disclosure by the Administrative Agents or the Lenders or any Person acting on behalf thereof, (c) otherwise becomes known to the Administrative Agents or Lenders other than through disclosure by the Disclosing Parties or a party known to be subject to a confidentiality

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agreement or (d) constitutes financial statements delivered to the Administrative Agents and the Lenders under Section 9.01(a) that are otherwise publicly available. The Administrative Agents and the Lenders will maintain the confidentiality of such Confidential Information delivered to such Person, provided that each such Person (a “Restricted Person”) may deliver or disclose Confidential Information to (i) such Restricted Person’s directors, officers, employees, agents, attorneys, investment advisors, trustees and Affiliates, who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 13.15 or other provisions at least as restrictive as this Section 13.15, (ii) such Restricted Person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 13.15 or other provisions at least as restrictive as this Section 13.15, (iii) any other Lender, (iv) any pledgee referred to in Section 13.06(e) or any assignee to which such Restricted Person sells or offers to sell its Loan or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 13.15 or other provisions at least as restrictive as this Section 13.15), (v) any Person from which such Restricted Person offers to purchase any security of the Borrowers (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 13.15 or other provisions at least as restrictive as this Section 13.15), (vi) any Governmental Authority having jurisdiction or any self-regulatory body claiming to have authority over such Restricted Person, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Restricted Person’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any Governmental Requirement applicable to such Restricted Person, (B) in response to any subpoena or other legal process, (C) in connection with any litigation to which such Restricted Person is a party or (D) if an Event of Default has occurred and is continuing, to the extent such Restricted Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of its rights and remedies under the Notes and this Agreement. Each Lender, by its acceptance of a Loan or a participation agreement, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 13.15 as though it were a party to this Agreement. On reasonable request by any Borrower in connection with the delivery to any Lender of information required to be delivered to such Lender under this Agreement or requested by such Lender (other than a Lender that is a party to this Agreement or its nominee), such Lender will enter into an agreement with any Borrower embodying the provisions of this Section 13.15.

     Section 13.16 Effectiveness. This Agreement shall be effective on the Closing Date.

     Section 13.17 Exculpation Provisions. Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security

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Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.”

     Section 13.18 Hedging Agreements and Treasury Management Agreements. Notwithstanding anything to the contrary contained herein, the terms and provisions of this Agreement shall not apply to any Hedging Agreements or Treasury Management Agreements, except to the extent necessary for all Hedging Agreements or Treasury Management Agreements with Lenders and/or their Lender Affiliate to be secured by the Security Instruments on a pari passu basis with other Indebtedness and for the proceeds from the Security Instruments to be applied as set forth in Section 11.02(d) hereof.

ARTICLE XIV
GUARANTY

     Section 14.01 The Guaranty.

          (a) The US Borrower irrevocably and unconditionally, guarantees to each Canadian Tranche Revolving Lender and the Administrative Agents and their respective successors and permitted assigns the full and punctual payment of principal and interest on each Canadian Tranche Loan when due, whether at maturity, by acceleration, by redemption or otherwise (the “Guaranteed Obligations”).

          (b) The US Borrower further agrees that this Guaranty constitutes an absolute, irrevocable, complete and continuing guarantee of payment, performance and compliance and not merely of collection.

          (c) The obligations of the US Borrower to make any payment hereunder may be satisfied by causing the Canadian Borrower to make such payment.

          (d) The US Borrower also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees incurred by any Applicable Administrative Agent or any Canadian Tranche Revolving Lender in enforcing any of their respective rights under this Guaranty, laws or otherwise) of each Applicable Administrative Agent or any Canadian Tranche Revolving Lender against the Canadian Borrower or any other Person or against such Applicable Administrative Agent or any Canadian Tranche Revolving Lender for their payments in respect of any amounts to any Canadian Tranche Revolving Lender pursuant to the provisions of this Guaranty.

          (e) The US Borrower waives presentment to, demand of payment from and protest to the Canadian Borrower of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the US Borrower hereunder shall not be affected by the failure of either of the Administrative Agents or any Canadian Tranche Revolving Lender to assert any claim or demand or to enforce or exercise

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any right or remedy against the Canadian Borrower or any other Person under the provisions of this Agreement, any other Loan Document or otherwise.

          (f) To the fullest extent permitted under applicable law, the obligations of the US Borrower hereunder are absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of all the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment or performance), set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or any Note, other Loan Document or otherwise.

          (g) The US Borrower waives any defense based on or arising out of any defense of the Canadian Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Canadian Borrower, other than the final payment in full in cash of all the Guaranteed Obligations.

          (h) To the fullest extent permitted under applicable law, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded or must otherwise be returned by any of the Canadian Tranche Revolving Lenders upon the insolvency, bankruptcy or reorganization of the Canadian Borrower or otherwise, all as though such payment had not been made.

     Section 14.02 Subrogation. The US Borrower shall be subrogated to any of the rights (whether contractual, under applicable laws or otherwise) of either of the Administrative Agents or any Canadian Tranche Revolving Lender against the Canadian Borrower or any other Person for the payments in respect of any amounts to any Canadian Tranche Revolving Lender pursuant to the provisions of this Guaranty; provided, however, that the US Borrower shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until all other Guaranteed Obligations shall have been paid in full and the Canadian Allocated Aggregate Commitments terminated.

[Signatures Begin Next Page]

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The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

US BORROWER AND	EXTERRAN HOLDINGS, INC.
CANADIAN GUARANTOR:
	By: Name:	/s/ J. Michael Anderson J. Michael Anderson
	Title:	Senior Vice President

Signature Page to Senior Secured Credit Agreement

CANADIAN BORROWER:	EXTERRAN CANADA, LIMITED PARTNERSHIP
	By:	EXTERRAN CANADIAN PARTNERSHIP HOLDINGS GP ULC,
		its general partner
		By: Name:	/s/ J. Michael Anderson J. Michael Anderson
		Title:	Senior Vice President

Signature Page to Senior Secured Credit Agreement

US ADMINISTRATIVE AGENT AND LENDER:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By: Name:	/s/ Todd Schanzlin Todd Schanzlin
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

CANADIAN ADMINISTRATIVE AGENT AND LENDER:	WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
	By: Name:	/s/ Raymond N. Eghobamien Raymond N. Eghobamien
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

SYNDICATION AGENT, TERM LOAN LENDER AND US TRANCHE REVOLVING LENDER:	JPMORGAN CHASE BANK, N.A.
	By: Name:	/s/ Dianne L. Russell Dianne L. Russell
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

CANADIAN TRANCHE REVOLVING LENDER:	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
	By: Name:	/s/ Dianne L. Russell Dianne L. Russell
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

DOCUMENTATION AGENT AND	BANK OF AMERICA, N.A.
US TRANCHE
REVOLVING LENDER:	By:	/s/ Julie C. Vincent
	Name:	Julie C. Vincent
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

CANADIAN TRANCHE	BANK OF AMERICA, N.A.
REVOLVING LENDER:	(CANADA BRANCH)
	By: Name:	/s/ Medina Sales de Andrade Medina Sales de Andrade
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

TERM LOAN LENDER:	BANK OF AMERICA, N.A.
	By: Name:	/s/ Julie C. Vincent Julie C. Vincent
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

DOCUMENTATION AGENT AND	CALYON NEW YORK BRANCH
US TRANCHE
REVOLVING LENDER:
	By: Name: Title:	/s/ Dennis Petito Dennis Petito Managing Director
	By: Name:	/s/ Michael Willis Michael Willis
	Title:	Director

Signature Page to Senior Secured Credit Agreement

TERM LOAN LENDER:	CALYON NEW YORK BRANCH
	By: Name: Title:	/s/ Dennis Petito Dennis Petito Managing Director
	By: Name:	/s/ Michael Willis Michael Willis
	Title:	Director

Signature Page to Senior Secured Credit Agreement

DOCUMENTATION AGENT AND	FORTIS CAPITAL CORP.
US TRANCHE
REVOLVING LENDER:	By: Name: Title:	/s/ Svein Engh Svein Engh Managing Director
	By: Name:	/s/ Gloria Beloti-Fields Gloria Beloti-Fields
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

CANADIAN TRANCHE	FORTIS CAPITAL CORP.
REVOLVING LENDER:
	By: Name:	/s/ Svein Engh Svein Engh
	Title:	Managing Director
	By: Name:	/s/ Gloria Beloti-Fields Gloria Beloti-Fields
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

TERM LOAN LENDER:	FORTIS CAPITAL CORP.
	By: Name:	/s/ Svein Engh Svein Engh
	Title:	Managing Director
	By: Name:	/s/ Gloria Beloti-Fields Gloria Beloti-Fields
	Title:	Vice President

Signature Page to Senior Secured Credit Agreement

EXHIBIT A-1
FORM OF US REVOLVING NOTE

$                                         , 20___

     FOR VALUE RECEIVED, EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), hereby promises to pay to ___(the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the US Administrative Agent (the “US Administrative Agent”), at 301 South College Street, Charlotte, North Carolina 28288-0608, the principal sum of ___US Dollars ($___) (or such lesser amount as shall equal the aggregate unpaid principal amount of the US Tranche Loans made by the Lender to the US Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such US Tranche Loan, at such office, in like money and funds, for the period commencing on the date of such US Tranche Loan until such US Tranche Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     The date, amount, Type, interest rate, Interest Period and maturity of each US Tranche Loan made by the Lender to the US Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof.

     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of August 20, 2007, among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership, as the Canadian Borrower, the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences US Tranche Loans made by the Lender thereunder. Capitalized terms used in this Note and not defined herein have the respective meanings assigned to them in the Credit Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of US Tranche Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

EXHIBIT A-1 -1

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

EXHIBIT A-1 -2

EXHIBIT A-2
FORM OF CANADIAN REVOLVING NOTE

$                                         , 20___

     FOR VALUE RECEIVED, EXTERRAN CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (the “Canadian Borrower”), hereby promises to pay to ___(the “Lender”) or registered assigns, at the principal office of WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as the Canadian Administrative Agent (the “Canadian Administrative Agent”), at 141 Adelaide Street W., Suite 1500, Toronto, Ontario, Canada M5G 3L9, the principal sum of ___US Dollars ($___) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Canadian Tranche Loans made by the Lender to the Canadian Borrower under the Credit Agreement, as hereinafter defined), in lawful money of Canada or the United States, as the case may be, and in immediately available funds, on the dates and in the principal amounts and currency provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Canadian Tranche Loan, at such office, in like money and funds, for the period commencing on the date of such Canadian Tranche Loan until such Canadian Tranche Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     The date, amount, Type, interest rate, Interest Period, currency and maturity of each Canadian Tranche Loan made by the Lender to the Canadian Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof.

     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of August 20, 2007, among Exterran Holdings, Inc., a Delaware corporation, as the US Borrower, the Canadian Borrower, Wachovia Bank, National Association, as the US Administrative Agent, the Canadian Administrative Agent and the other Agents and Lenders parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences Canadian Tranche Loans made by the Lender thereunder. Capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to them in the Credit Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Canadian Tranche Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

EXHIBIT A-2 -1

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

EXTERRAN CANADA, LIMITED PARTNERSHIP
By:	EXTERRAN CANADIAN PARTNERSHIP HOLDINGS GP ULC, its General Partner
	By:
	Name:
	Title:

EXHIBIT A-2 -2

EXHIBIT A-3
FORM OF TERM NOTE

$                                         , 20___

     FOR VALUE RECEIVED, EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), hereby promises to pay to ___(the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the US Administrative Agent (the “US Administrative Agent”), at 301 South College Street, Charlotte, North Carolina 28288-0608, the principal sum of ___US Dollars ($___) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Term Loans made by the Lender to the US Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of such Term Loan, at such office, in like money and funds, for the period commencing on the date of such Term Loan until such Term Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     The date, amount, Type, interest rate, Interest Period and maturity of each Term Loan made by the Lender to the US Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof.

     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of August 20, 2007, among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership, as the Canadian Borrower, the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences the Term Loan made by the Lender thereunder. Capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to them in the Credit Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of the Term Loan upon the terms and conditions specified therein and other provisions relevant to this Note.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

EXHIBIT A-3 -1

EXHIBIT A-4
FORM OF BA EQUIVALENT NOTE

$                                         , 20___

     FOR VALUE RECEIVED, EXTERRAN CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (the “Canadian Borrower”), hereby promises to pay to ___(the “Lender”) or registered assigns, at the principal office of WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as the Canadian Administrative Agent (the “Canadian Administrative Agent”), at 141 Adelaide Street W., Suite 1500, Toronto, Ontario, Canada M3H 3L9, the principal sum of ___Canadian Dollars (C$___), in lawful money of Canada and in immediately available funds, on ___, ___.

     This BA Equivalent Note is one of the BA Equivalent Notes referred to in the Senior Secured Credit Agreement dated as of August 20, 2007, among Exterran Holdings, Inc., a Delaware corporation, as the US Borrower, the Canadian Borrower, Wachovia Bank, National Association, as the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences BA Equivalent Loans made by the Lender thereunder. Capitalized terms used in this BA Equivalent Note and not defined herein shall have the respective meanings assigned to them in the Credit Agreement.

     This BA Equivalent Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this BA Equivalent Note upon the occurrence of certain events and for prepayments of BA Equivalent Loans upon the terms and conditions specified therein.

EXHIBIT A-4 -1

     THIS BA EQUIVALENT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

EXTERRAN CANADA, LIMITED PARTNERSHIP
By:	EXTERRAN CANADIAN PARTNERSHIP HOLDINGS GP ULC, its General Partner
	By:
	Name:
	Title:

EXHIBIT A-4 -2

EXHIBIT B — 1

FORM OF US BORROWING, CONTINUATION AND CONVERSION REQUEST

                    , 20___

     EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), pursuant to the Senior Secured Credit Agreement dated as of August 20, 2007, among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership, as the Canadian Borrower, Wachovia Bank, National Association, as the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby make the requests indicated below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):

     1. US Tranche Loans:

(a) Aggregate amount of new US Tranche Loans to be borrowed is $                    ;

(b) Requested funding date is                     , ___;

(c) $                     of such US Tranche Borrowings are to be US Dollar Base Rate Loans;

(d) $                     of such US Tranche Borrowings are to be US Dollar LIBOR Loans;

(i) Length of Interest Period for US Dollar LIBOR Loans is:                                         .

(e) $                     of such US Tranche Borrowings are to be US Dollar Libor Reference Rate Loans; and

(f) The location and number of the account is:

                                                            .

     2. US Dollar LIBOR Loan Continuation/Conversion for US Dollar LIBOR Loans maturing on                     :

(a) Aggregate amount to be continued as US Dollar LIBOR Loans is $                    ; and

(i) Length of Interest Period for continued US Dollar LIBOR Loans is                     .

(b) Aggregate amount to be converted to US Dollar Base Rate Loans is $                    .

Exhibit B-1 - 1

     3. Conversion of outstanding US Dollar Base Rate Loans to US Dollar LIBOR Loans:

(a) Convert $                     of the outstanding US Dollar Base Rate Loans to US Dollar LIBOR Loans on                      with an Interest Period of                     .

     4. Term Loans:

(a) Aggregate amount of [new] [Additional] Term Loans to be borrowed is $                    ;

(b) Requested funding date is                     , ___;

(c) $                     of such [Additional] Term Loan Borrowings are to be US Dollar Base Rate Loans;

(d) $                     of such [Additional] Term Loan Borrowings are to be US Dollar LIBOR Loans;

(i) Length of Interest Period for US Dollar LIBOR Loans is:                     ; and

(e) The location and number of the account is:

                                                            .

     The undersigned certifies that he is the                      of                     , and that as such he is authorized to execute this certificate on behalf of                     . The undersigned further certifies, represents and warrants on behalf of                      that                      is entitled to receive the requested Borrowing, continuation or conversion under the terms and conditions of the Credit Agreement.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

Exhibit B-1 - 2

EXHIBIT B – 2

FORM OF CANADIAN BORROWING, CONTINUATION

AND CONVERSION REQUEST

                    , 20___

     EXTERRAN CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (the “Canadian Borrower”), pursuant to the Senior Secured Credit Agreement dated as of August 20, 2007, among the Canadian Borrower, Exterran Holdings, Inc., a Delaware corporation, as the US Borrower, Wachovia Bank, National Association, as the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby makes the requests indicated below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):

     1. New Canadian Tranche Loans:

(a) Aggregate amount of new Canadian Tranche Loans to be borrowed is $                    ;

(b) Requested funding date is                     , ___;

(c) $                     of such Canadian Tranche Borrowings are to be US Dollar Base Rate Loans;

(d) $                     of such Canadian Tranche Borrowings are to be US Dollar LIBOR Loans;

(i) Length of Interest Period for US Dollar LIBOR Loans is:                     .

(e) $                     of such Canadian Tranche Borrowings are to be Canadian Prime Rate Loans;

(f) $                     of such Canadian Tranche Borrowings are to be Bankers’ Acceptances or BA Equivalent Loans; and

(i) The Acceptance Date with respect to Bankers’ Acceptances and BA Equivalent Loans is:                     ; and

(ii) The maturity date with respect to Bankers’ Acceptances and BA Equivalent Loans is (integral multiples of 30 days up to 180 days from the Acceptance Date):                     .

(g) The location and number of the account is:

                                                            .

Exhibit B-2 - 1

     2. US Dollar LIBOR Loan Continuation/Conversion for US Dollar LIBOR Loans maturing on                     :

(a) Aggregate amount to be continued as US Dollar LIBOR Loans is $                    ;

(i) Length of Interest Period for continued US Dollar LIBOR Loans is                     .

(b) Aggregate amount to be converted to US Dollar Base Rate Loans is $                    ;

(c) Aggregate amount to be converted to Canadian Prime Rate Loans is $                    ; and

(d) Aggregate amount to be converted to Bankers’ Acceptances or BA Equivalent Loans is $                    .

(i) The Acceptance Date with respect to Bankers’ Acceptances and BA Equivalent Loans is:                     ; and

(ii) The maturity date with respect to Bankers’ Acceptances and BA Equivalent Loans is (integral multiples of 30 days up to 180 days from the Acceptance Date):                     .

     3. US Dollar Base Rate Loan Conversion for US Dollar Base Rate Loans:

(a) Aggregate amount to be converted to US Dollar LIBOR Loans is:

$                                        ;

(i) Length of Interest Period for continued US Dollar LIBOR Loans is                                         .

(b) Aggregate amount to be converted to Canadian Prime Rate Loans is $                    ; and

(c) Aggregate amount to be converted to Bankers’ Acceptances or BA Equivalent Loans is $                    .

(i) The Acceptance Date with respect to Bankers’ Acceptances and BA Equivalent Loans is:                     ; and

(ii) The maturity date with respect to Bankers’ Acceptances and BA Equivalent Loans is (integral multiples of 30 days up to 180 days from the Acceptance Date):                     .

     4. Canadian Prime Rate Loan Conversion for Canadian Prime Rate Loans:

Exhibit B-2 - 2

(a) Aggregate amount to be converted to Bankers’ Acceptances or BA Equivalent Loans is $                    .

(i) The Acceptance Date with respect to Bankers’ Acceptances and BA Equivalent Loans is:                     ; and

(ii) The maturity date with respect to Bankers’ Acceptances and BA Equivalent Loans is (integral multiples of 30 days up to 180 days from the Acceptance Date):                     .

(b) Aggregate amount to be converted to US Dollar LIBOR Loans is $                    ; and

(i) Length of Interest Period for converted US Dollar LIBOR Loans is                     .

(c) Aggregate amount to be converted to US Dollar Base Rate Loans is $                    ;

5. Bankers’ Acceptances and BA Equivalent Loan Conversion for Bankers’ Acceptances and BA Equivalent Loans with a maturity date of                     :

(a) Aggregate amount to be converted to Canadian Prime Rate Loans is $                    .

Exhibit B-2 - 3

     The undersigned certifies that he is the                      of                     , and that as such he is authorized to execute this certificate on behalf of                     . The undersigned further certifies, represents and warrants on behalf of                      that                      is entitled to receive the requested Borrowing, continuation or conversion under the terms and conditions of the Credit Agreement.

EXTERRAN CANADA, LIMITED PARTNERSHIP

By:

Name:

Title:

Exhibit B-2 - 4

EXHIBIT C-1

FORM OF COMPLIANCE CERTIFICATE

     The undersigned hereby certifies that he is the                      of EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”) and that as such he is authorized to execute this certificate on behalf of US Borrower. With reference to the Senior Secured Credit Agreement dated as of August 20, 2007, among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower”), Wachovia Bank, National Association, as the US Administrative Agent (the “US Administrative Agent”), Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent (the “Canadian Administrative Agent”) and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified):

(a) The representations and warranties of the US Borrower and the Canadian Borrower contained in ARTICLES VII and VIII of the Credit Agreement and in the Security Instruments were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct at and as of the time of delivery hereof, except as such representations and warranties are expressly limited to an earlier date or are modified to give effect to the transactions expressly permitted by the Credit Agreement.

(b) The US Borrower and the Canadian Borrower have performed and complied with all agreements and conditions contained in the Credit Agreement and in the Security Instruments required to be performed or complied with by it prior to or at the time of delivery hereof.

(c) Since December 31, 2006, there has been no change or event having a Material Adverse Effect.

(d) No Default has occurred and is continuing under the Credit Agreement.

Exhibit C - 1 - 1

EXECUTED AND DELIVERED this ___ day of ___.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

Exhibit C - 1 - 2

EXHIBIT C-2

FORM OF COMPLIANCE CERTIFICATE

     The undersigned hereby certifies that he is the                      of EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”) and that as such he is authorized as a Responsible Officer to execute this certificate on behalf of the US Borrower. With reference to the Senior Secured Credit Agreement dated as of August 20, 2007, among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower”), Wachovia Bank, National Association, as US Administrative Agent (the “US Administrative Agent”), Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent (the “Canadian Administrative Agent”) and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified):

(a) No Default has occurred and is continuing under the Credit Agreement.

(b) The financial statements furnished to the US Administrative Agent with this certificate fairly in all material respects present the consolidated financial condition and results of operations of the US Borrower and its Consolidated Subsidiaries as at the end of, and for, the [fiscal quarter] [fiscal year] ending                      and such financial statements have been approved in accordance with the accounting procedures specified in the Credit Agreement.

(c) Annex I hereto sets forth in reasonable detail computations necessary to determine whether the US Borrower is in compliance with Section 10.13 of the Credit Agreement as of the end of the [fiscal quarter] [fiscal year] ending                     .

(d) Annex II hereto sets forth in reasonable detail computations reasonably satisfactory to the US Administrative Agent necessary to determine compliance with Section 10.14(k) of the Credit Agreement as of the end of the [fiscal quarter] [fiscal year] ending                     .

EXECUTED AND DELIVERED this ____ day of ______________.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

Exhibit C - 2 - 1

EXHIBIT D

List of Security Instruments

1.	Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated as of August 20, 2007, executed by Exterran, Inc., covering that certain real property located at 4444 Brittmoore Road, Houston, Texas 77041.
2.	The Guaranty by the US Borrower in support of the obligations of the Canadian Borrower contained in Article XIV of the Credit Agreement.
3.	US Guaranty Agreement dated as of August 20, 2007 among Exterran, Inc., EI Leasing LLC, UCI MLP LP LLC, Exterran Energy Solutions, L.P. and each of the Subsidiary Guarantors that become a party thereto, in favor of the US Administrative Agent.
4.	US Pledge Agreement (Pledge and Assignment) dated as of August 20, 2007 among Exterran Holdings, Inc., Exterran, Inc., Exterran Energy Solutions, L.P., Hanover Compression General Holdings LLC, Hanover HL, LLC, Enterra Compression Investment Company, UCI MLP LP LLC, UCO General Partner, LP, UCI GP LP LLC, UCO GP, LLC and each of the Subsidiaries that become a party thereto, in favor of the US Administrative Agent covering:

a. 100% of the Equity Interests of the following US Domestic Subsidiaries:

(i)	Exterran, Inc.
(ii)	EI Leasing LLC
(iii)	Exterran Energy Solutions, L.P.
(iv)	UCI MLP LP LLC
(v)	UCI GP LP LLC
(vi)	UCO GP, LLC
(vii)	UCO General Partner, LP

b. 65% of the Equity Interests of the following first tier Foreign Subsidiaries:

(i)	Hanover Argentina S.A.
(ii)	Hanover Compressor Holding Company NL B.V.
(iii)	Universal Compression International Holdings, S.L.U.
(iv)	Hanover Venezuela, C.A.

c.	UCI MLP LP LLC’s pledge of 100% of its ownership of the LP Units of EPLP.
d.	UCO General Partner, LP’s pledge of 100% of its ownership of the Subordinated Units of EPLP.

5.	UCC Financing Statements relating to Equity Interests in Item 4.
6.	Stock Powers, if applicable, relating to Equity Interests in Item 4.

Exhibit D - 1

7.	Original certificates representing Equity Interests in Item 4, if applicable.
8.	US Collateral Agreement dated as of August 20, 2007 among the US Borrower, EXTERRAN, INC., EXTERRAN ENERGY SOLUTIONS, L.P., EI LEASING LLC, UCI MLP LP LLC and each of the Subsidiaries that become a party thereto in favor of the US Administrative Agent.
9.	UCC Financing Statements relating to Collateral in Item 8.
10.	Canadian Collateral Agreement dated as of August 20, 2007 among the Canadian Borrower and the Canadian Administrative Agent.
11.	UCC Financing Statement relating to Collateral in Item 10.
12.	Personal Property Security Act Financing Statements relating to Collateral in Item 10.

Exhibit D - 2

EXHIBIT E

FORM OF ASSIGNMENT AGREEMENT

NOTE: IF ASSIGNOR OR A BRANCH OR AN AFFILIATE OF ASSIGNOR IS A LENDER UNDER A US TRANCHE COMMITMENT OR A CANADIAN TRANCHE COMMITMENT, SUCH AFFILIATE MUST ASSIGN AN EQUAL PRO RATA AMOUNT OF ITS RESPECTIVE COMMITMENT PURSUANT TO THIS FORM.

          This ASSIGNMENT AGREEMENT (“Agreement”) dated as of                     ,                     between:                      (the “Assignor”) and                      (the “Assignee”).

RECITALS

A.	The Assignor is a party to the Senior Secured Credit Agreement dated as of August 20, 2007 (as the same may be amended or supplemented from time to time, the “Credit Agreement”) among Exterran Holdings, Inc, a Delaware corporation (the “US Borrower”, and in its capacity as guarantor of the Canadian Borrower, the “Canadian Guarantor”); Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower”); Wachovia Bank, National Association, individually and as the US Administrative Agent (herein, together with its successors in such capacity, the “US Administrative Agent”); Wachovia Capital Finance Corporation (Canada), individually and as the Canadian Administrative Agent (herein, together with its successors in such capacity, the “Canadian Administrative Agent”); and the other Agents and lenders parties thereto or which become a signatory hereto pursuant to Section 13.06 (individually, together with their successors and assigns, a “Lender” and, collectively, the “Lenders”).
B.	The Assignor proposes to sell, assign and transfer to the Assignee, and the Assignee proposes to purchase and assume from the Assignor, the Assigned Interests, all on the terms and conditions of this Agreement.
C.	In consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

          Section 1.01. Definitions. All capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement.

          Section 1.02. Other Definitions. As used herein, the following terms have the following respective meanings:

Exhibit E - 1

          “Assigned Interest” shall mean:

US Tranche Commitment	$
Canadian Allocated Maximum Total Commitment	$
Canadian Allocated Commitment	$

US Tranche Credit Exposure:
US Dollar LIBOR Loans	$                     outstanding
US Base Rate Loans	$                     outstanding
LC Exposure	$                     outstanding

Canadian Tranche Credit Exposure:
Canadian Prime Rate Loans	C$                     outstanding
US Dollar Base Rate Loans	$                     outstanding
US Dollar LIBOR Loans	$                     outstanding
Bankers’ Acceptances or BA Equivalent Loans	C$                     outstanding

Term Credit Exposure:
US Dollar Base Rate Loans	$                     outstanding
US Dollar LIBOR Loans	$                     outstanding

     “Assignment Date” shall mean                     , ___.

ARTICLE II

Sale and Assignment

     Section 2.01. Sale and Assignment. On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

     Section 2.02. Assumption of Obligations. The Assignee agrees with the Assignor (for the express benefit of the Assignor and the Applicable Borrower) that the Assignee will, from and after the Assignment Date, perform all of the obligations of the Assignor in respect of the Assigned Interest. From and after the Assignment Date: (a) the Assignor shall be released from the Assignor’s obligations in respect of the Assigned Interest, and (b) the Assignee shall be entitled to all of the Assignor’s rights, powers and privileges under the Credit Agreement and the other Security Instruments in respect of the Assigned Interest.

     Section 2.03. Consent Required. By executing this Agreement as provided below, in accordance with Section 13.06(b) of the Credit Agreement, to the extent required, the US Administrative Agent, the Issuing Banks and (unless an Event of Default has occurred or is continuing) the US Borrower hereby acknowledge notice of the transactions contemplated by this Agreement and consents to such transactions.

Exhibit E - 2

ARTICLE III

Payments

     Section 3.01. Payments. As consideration for the sale, assignment and transfer contemplated by Section 2.01 hereof, the Assignee shall, on the Assignment Date, assume Assignor’s obligations in respect of the Assigned Interest and pay to the Assignor an amount equal to the outstanding Loans, if any[; provided that any outstanding Bankers’ Acceptances or BA Equivalent Notes shall either be held to maturity by the Assignor or Assignee shall pay a discounted amount as determined by Assignor and Assignee]. An amount equal to all accrued and unpaid interest and fees shall be paid to the Assignor as provided in Section 3.02(iii) below. Except as otherwise provided in this Agreement, all payments hereunder shall be made in the applicable currency set forth in Section 1.02 and in immediately available funds, without setoff, deduction or counterclaim.

     Section 3.02. Allocation of Payments. The Assignor and the Assignee agree that (i) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest made prior to the Assignment Date, together with any interest and fees with respect to the Assigned Interest accrued prior to the Assignment Date, (ii) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest made from and after the Assignment Date, together with any and all interest and fees with respect to the Assigned Interest accruing from and after the Assignment Date and (iii) the Applicable Administrative Agent is authorized and instructed to allocate payments received by it for account of the Assignor and the Assignee as provided in the foregoing clauses. Each party hereto agrees that it will hold any interest, fees or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.

     Section 3.03. Delivery of Notes. Promptly following the receipt by the Assignor of the consideration required to be paid under Section 3.01 hereof, the Assignor shall, in the manner contemplated by Section 13.06(b) of the Credit Agreement, (i) deliver to the Applicable Administrative Agent (or its counsel) the Note(s) and any Bankers’ Acceptances and BA Equivalent Note(s) (if applicable with any necessary indemnity to be agreed among the Assignor and the Assignee) held by the Assignor and (ii) notify the Applicable Administrative Agent to request that the Applicable Borrower execute and deliver new Notes to the Assignor, if Assignor continues to be a Lender, and the Assignee, dated the date of this Agreement in respective principal amounts equal to the respective [US Tranche/Canadian Allocated Maximum Total] Commitment [and outstanding Term Loan] of the Assignor (if appropriate) and the Assignee after giving effect to the sale, assignment and transfer contemplated hereby.

     Section 3.04. Further Assurances. The Assignor and the Assignee hereby agree to execute and deliver such other instruments, and take such other actions, as either party may reasonably request in connection with the transactions contemplated by this Agreement.

Exhibit E - 3

ARTICLE IV

Conditions Precedent.

     Section 4.01. Conditions Precedent. The effectiveness of the sale, assignment and transfer contemplated hereby is subject to the satisfaction of each of the following conditions precedent:

     (a) the execution and delivery of this Agreement by the Assignor and the Assignee;

     (b) the receipt by the Assignor of the payment required to be made by the Assignee under Section 3.01 hereof;

     (c) the representations and warranties herein are true and correct; and

     (d) to the extent required, the acknowledgment and consent by the Applicable Administrative Agent, the Issuing Banks and the US Borrower contemplated by Section 2.03 hereof.

ARTICLE V

Representations and Warranties

     Section 5.01. Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows:

     (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;

     (b) the execution, delivery and compliance with the terms hereof by Assignor and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it and this assignment complies with Section 13.06 of the Credit Agreement;

     (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with its terms;

     (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; and

     (e) the Assignor has good title to, and is the sole legal and beneficial owner of, the Assigned Interest, free and clear of all Liens, claims, participations or other charges of any nature whatsoever.

     Section 5.02. Disclaimer. Except as expressly provided in Section 5.01 hereof, the Assignor does not make any representation or warranty, nor shall it have any responsibility to the Assignee, with respect to the accuracy of any recitals, statements, representations or warranties

Exhibit E - 4

contained in the Credit Agreement or in any certificate or other document referred to or provided for in, or received by any Lender under, the Credit Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of the Credit Agreement, the Notes or any other document referred to or provided for therein or for any failure by the Borrowers or any other Person (other than Assignor) to perform any of its obligations thereunder prior or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrowers or the Subsidiaries or any other obligor or guarantor, or any other matter relating to the Credit Agreement or any other Security Instrument or any extension of credit thereunder.

     Section 5.03. Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows:

     (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;

     (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it and this assignment complies with Section 13.06 of the Credit Agreement;

     (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms;

     (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained;

     (e) the Assignee is not a competitor of the US Borrower or any of its Subsidiaries;

     (f) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; and

     (g) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)] [(vi)] of the Credit Agreement are true and accurate as to it [IF (i) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the US Administrative Agent and the US Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06 of the Credit Agreement].

ARTICLE VI

Miscellaneous

     Section 6.01. Notices. All notices and other communications provided for herein (including, without limitation, any modifications of, or waivers, requests or consents under, this

Exhibit E - 5

Agreement) shall be given or made in writing (including, without limitation, by telex or telecopy) to the intended recipient at its “Address for Notices” specified below its name on the signature pages hereof or, as to either party, at such other address as shall be designated by such party in a notice to the other party.

     Section 6.02. Amendment, Modification or Waiver. No provision of this Agreement may be amended, modified or waived except by an instrument in writing signed by the Assignor and the Assignee, and consented to by the US Administrative Agent and (unless an Event of Default has occurred or is continuing) the US Borrower.

     Section 6.03. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The representations and warranties made herein by the Assignee are also made for the benefit of the Applicable Administrative Agent and the [US/Canadian] Borrower, and the Assignee agrees that the Applicable Administrative Agent and the [US/Canadian] Borrower are entitled to rely upon such representations and warranties.

     Section 6.04. Assignments. Neither party hereto may assign any of its rights or obligations hereunder except in accordance with the terms of the Credit Agreement.

     Section 6.05. Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

     Section 6.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.

     Section 6.07. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Texas.

     Section 6.08. Expenses. To the extent not paid by the [US/Canadian] Borrower pursuant to the terms of the Credit Agreement, each party hereto shall bear its own expenses in connection with the execution, delivery and performance of this Agreement.

     Section 6.09. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signatures Begin Next Page]

Exhibit E - 6

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed and delivered as of the date first above written.

ASSIGNOR:

By:

Name:

Title:

Address for Notices:

Telecopier No.:

Telephone No.:

Attention:

ASSIGNEE:

By:

Name:

Title:

Address for Notices:

Telecopier No.:

Telephone No.:

Attention:

Exhibit E - 1

ACKNOWLEDGED AND CONSENTED TO:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent and Issuing Bank

By:
Name:
Title:
JPMORGAN CHASE BANK, N.A.,
as Issuing Bank
By:
Name:
Title:	]
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Issuing Bank
By:
Name:
Title:	]
THE BANK OF NOVA SCOTIA,
as Issuing Bank
By:
Name:
Title:	]
CONSENTED TO:
EXTERRAN HOLDINGS, INC.
By:
Name:
Title:

Exhibit E - 2

EXHIBIT F

FORM OF LETTER OF CREDIT APPLICATION

[Exhibit F is to be updated to include a form for each Issuing Bank. US Borrower is to complete the applicable form for the applicable Issuing Bank only for the Letter of Credit being requested.]

WACHOVIA FORM

Application and Agreement for Irrevocable Standby Letter of Credit

TO: Wachovia Bank, National Association (“Bank”)

Please TYPE information in the fields below. We reserve the right to return illegible
applications for clarification.

Date:		The undersigned Applicant hereby requests Bank to issue and transmit by: o Overnight Carrier      o Teletransmission      o Mail      o Other: Explain
L/C No.	(Bank Use Only)	an Irrevocable Standby Letter of Credit (the “Credit”) substantially as set forth below. In issuing the Credit, Bank is expressly authorized to make such changes from the terms hereinbelow set forth as it, in its sole discretion, may deem advisable.

Applicant (Full Name & Address)	Advising Bank (Designate name & address only if desired)
Beneficiary (Full Name & Address)	Currency and Amount in Figures: Currency and Amount in Words: Expiration Date:
Charges: Wachovia’s charges are for our account; all other banking charges are to be paid by beneficiary.

Credit to be available for payment against Beneficiary’s draft(s) at sight drawn on Bank or its correspondent at Bank’s option accompanied by the following documents:

o      Statement, purportedly signed by the Beneficiary, reading as follows (please state below exact wording to appear on the statement):

Exhibit F - 1

o      Other Documents

o      Special Conditions (including, if Applicant has a preference, selection of UCP as herein defined or ISP98 as herein defined.)

o      Issue substantially in form of attached specimen. (Specimen must also be signed by applicant.)

Complete only when the Beneficiary (Foreign Bank, or other Financial Institution) is to issue its undertaking based on this Credit.

o Request Beneficiary to issue and deliver their (specify type of undertaking)                   in favor of                   for an amount not exceeding the amount specified above, effective immediately relative to (specify contract number or other pertinent reference)                   to expire on                     . (This date must be at least 15 days prior to expiry date indicated above.) It is understood that if the Credit is issued in favor of any bank or other financial or commercial entity which has issued or is to issue an undertaking on behalf of the Applicant of the Credit in connection with the Credit, the Applicant hereby agrees to remain liable under this Application and Agreement in respect of the Credit (even after its stated expiry date) until Bank is released by such bank or entity.

Each Applicant signing below affirms that it has fully read and agrees to this Application and the attached Continuing Letter of Credit Agreement. In consideration of the Bank’s issuance of the Credit, the Applicant agrees to be bound by the agreement set forth in this and in the following pages (even if the following pages are not attached to the Application) delivered to the Bank. (Note: If a bank, trust company, or other financial institution signs as Applicant or joint and several co-Applicant for its customer, or if two Applicants jointly and severally apply, both parties sign below). Documents may be forwarded to the Bank by the beneficiary, or the negotiating bank, in one mail. Bank may forward documents to Applicant’s customhouse broker, or Applicant if specified above, in one mail. Applicant understands and agrees that this Credit will be subject to the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce currently in effect, and in use by Bank (“UCP”) or to the International Standby Practices of the International Chamber of Commerce, Publication 590 or any subsequent version currently in effect and in use by Bank (“ISP98”).

(Print or type name of Applicant)	(Print or type name of Co-Applicant)
(Address)	(Address)
Authorized Signature (Title)	Authorized Signature (Title)
Authorized Signature (Title)	Authorized Signature (Title)
Customer Contact:	Phone No.:
BANK USE ONLY

Exhibit F - 2

NOTE : Application will NOT be processed if this section is not complete
Approved (Authorized Signature)			Date:
Approved (Print name and title)			City:
Customer SIC Code:	Borrower Default Grade:		Telephone:
Charge DDA #	Fee:	RC #:	CLAS Bank #	CLAS Obligor #:
Other (please explain):

Exhibit F - 3

JPMORGAN FORM

Dated ¹

JPMorgan Chase Bank, N.A.
as Administrative Agent for the Lenders party
to the Credit Agreement referred to below
      [complete address ]

Attention:                     

Fronting Bank: ²

Dear Ladies and Gentlemen:

          We hereby request that the Fronting Bank, in its individual capacity, issue a [standby] [trade] Letter of Credit for the account of the undersigned on ³ (the “Date of Issuance”), which Letter of Credit shall be denominated in United States Dollars and shall be in the aggregate amount of ⁴.

           For the purposes of this Letter of Credit Request, unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall have the respective meaning provided such terms in the Credit Agreement.

           The beneficiary of the requested Letter of Credit will be ⁵, and such Letter of Credit will be in support of ⁶ and will have a stated expiration date of ⁷.

We hereby certify that:

          (1) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are and will be true and correct in all material respects, both before and after giving effect to the issuance of the Letter of Credit requested hereby, on the Date of Issuance (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); and

1	Date of Letter of Credit Request. On or after the Initial Borrowing Date and prior to the 30thday prior to the Revolving Loan Maturity Date.
2	If standby Letter of Credit is to be issued by JPMorgan Chase Bank, N.A. insert: JPMorgan Chase Bank, N.A., [Address]. For standby Letters of Credit to be issued by other Fronting Bank insert name and address of applicable Fronting Bank.
3	Date of Issuance, which shall be at least two (2) Business Days from the date hereof (or such shorter period as is reasonably acceptable to the Fronting Bank).
4	Aggregate initial amount of the Letter of Credit.
5	Insert name and address of beneficiary.
6	Insert brief description of supportable obligations.
7	Insert the last date upon which drafts may be presented which may not be later than the dates referred to in Section                      of the Credit Agreement.

EXHIBIT F - 4

          (2) no Default or Event of Default has occurred and is continuing nor, after giving effect to the issuance of the Letter of Credit requested hereby, would such a Default or an Event of Default occur.

By:
	Name:
	Title:

EXHIBIT F - 5

THE BANK OF NOVA SCOTIA FORM

See following pages.

EXHIBIT F - 6

Application and Agreement For Irrevocable
Standby Letter of Credit/Letter of Guarantee

The Undersigned agrees to be bound by the terms and conditions set out in the Exterran $1,650,000,000 Senior Secured Credit Agreement, dated August 20, 2007 among Exterran Holdings, Inc., a Delaware corporation, as US Borrower and Exterran Canada, Limited Partnership, a Nova Scotia limited partnership, as Canadian Borrower, Wachovia Bank, National Association, as US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent and the Lenders and the other Agents party thereto.

Branch: Date: Bank Reference Number

		2. Applicant (for the account of )
1. Please o issue           o amend
o By airmail / Courier		Name:
Original to:	o Branch o Applicant	Address :
	o Beneficiary
o By Teletransmission
For our accounts the following:		on behalf of:
		Name:
o Irrevocable Standby Letter of Credit
Subject to: o UCP o ISP
(Place “x” in one box only)		Address :
o Irrevocable Letter of Guarantee
3. Beneficiary (In Favour Of)		4. Amount in words (Specify Currency)

5.	Expiry date of guarantee/L/C
	Expiry date of counterguarantee (if applicable)
6.	Details including purpose, documentation required and specific conditions, if any:

[X] Suggested Proforma attached duly signed bearing reference to this application.

Exhibit F — 7

For Bank Use Only		The Undersigned hereby requests The Bank of Nova Scotia (the “Bank”) to issue or amend its Irrevocable Standby Letter of Credit or Irrevocable Letter of Guarantee substantially in compliance with specifications noted above. If the Bank authorizes the issuance or amendment of its Irrevocable Standby Letter of Credit or Irrevocable Letter of
Debit drawings to DDA Account
Number:	(CAD/USD)
Commission Rate		Guarantee, its counter guarantee or supporting letter of credit, the Undersigned agrees to be bound by the terms and conditions set out in the Reimbursement Agreement Dated                                         .
Customer Data Maintenance Form		Company Name (where applicable)
Supplied/ Attached (delete one)
		Company Contact to clarify instructions
Customer SLC/LG ID#
OLL INFORMATION		Telephone Number:
C.A.B. Transit #	(if applicable)
		Customer Signature
OLL/BLT Transit #
OLL Account #
OTHER LIABILITY LOAN NUMBERS
Customer Liability under SLC		If more than one Applicant, joint and several:
Currency		Company Name
Customer Liability under LG
Currency
		Customer Signature
Authorized Signature Number
Authorized Signature Number
		(In case of incorporated companies and other organizations this form must be signed by properly authorized officials)

Exhibit F — 8

EXHIBIT G
FORM OF ACCOUNT DESIGNATION LETTER

___, 20___

Wachovia Bank, National Association
301 South College Street
Charlotte, NC 28288-0608

Ladies and Gentlemen:

     This Notice of Account Designation is delivered pursuant to the Senior Secured Credit Agreement dated as of August 20, 2007, by and among Exterran Holdings, a Delaware corporation, as US Borrower, Exterran Canada, Limited Partnership, as Canadian Borrower, Wachovia Bank, National Association as US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”).

     1. The US Administrative Agent is hereby authorized to disburse all US Tranche Loan proceeds into the following account:

Bank Name:
ABA Routing Number:
Account Number:
Account Name:

     2. The Canadian Administrative Agent is hereby authorized to disburse all Canadian Tranche Loan proceeds into the following account:

Bank Name:
ABA Routing Number:
Account Number:
Account Name:

     3. The US Administrative Agent is hereby authorized to disburse all Term Loan proceeds into the following account:

Bank Name:
ABA Routing Number:
Account Number:
Account Name:

     4. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided to the US Administrative Agent.

Exhibit G — 1

     In witness whereof, the undersigned has executed this Notice of Account Designation this ___ day of ___, 20___.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

Exhibit G — 2

EXHIBIT H-1
FORM OF COMMITMENT INCREASE CERTIFICATE

[     ], 200[  ]

To: Wachovia Bank, National Association,
as Administrative Agent

     This Commitment Increase Certificate is delivered pursuant Section 2.03(a)(ii)(B) of the Senior Secured Credit Agreement dated as of August 20, 2007, by and among Exterran Holdings, a Delaware corporation, as US Borrower, Exterran Canada, Limited Partnership, as Canadian Borrower, Wachovia Bank, National Association as US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

     This Commitment Increase Certificate is being delivered pursuant to Section 2.03(a)(ii)(B) of the Credit Agreement.

     Please be advised that (a) the US Administrative Agent and each undersigned Lender has agreed to the increase of the [Aggregate Revolving Commitments] [Aggregate Term Commitments] effective                      ___, 2007 from $[ ] to $[ ] (the “Commitment Increase”) pursuant to Section 2.03(a) of the Credit Agreement, (b) each undersigned Lender participating in the Commitment Increase agrees to increase its respective [US Tranche Commitment] [Term Commitment] in an amount equal to such amount set forth on a schedule on file with the US Administrative Agent, a copy of which has been provided to the Borrowers and (c) the US Administrative Agent and each undersigned Lender shall continue to be a party in all respects to the Credit Agreement and the other Loan Documents.

Very truly yours,

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

Exhibit H-1 — 1

Accepted and Agreed:

Wachovia Bank, National Association,
  as US Administrative Agent

By:

 Name:

 Title:

Accepted and Agreed:

[LENDER],
  as Lender

By:

 Name:

 Title:

Exhibit H-1 — 2

EXHIBIT H-2
FORM OF ADDITIONAL LENDER CERTIFICATE

[      ], 20[  ]

To: Wachovia Bank, National Association,
as Administrative Agent

     This Additional Lender Certificate is delivered pursuant Section 2.03(a)(ii)(C) of the Senior Secured Credit Agreement dated as of August 20, 2007, by and among Exterran Holdings, a Delaware corporation, as US Borrower, Exterran Canada, Limited Partnership, as Canadian Borrower, Wachovia Bank, National Association as US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent and the other Agents and Lenders parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

     Please be advised that the undersigned Additional Lender has agreed (a) to become a Lender under the Credit Agreement in accordance with Section 2.03(a) effective [ ], 20[ ] with a [US Tranche Commitment] [Term Commitment] of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents.

     By its acceptance and agreement hereof, the undersigned Additional Lender confirms that this Additional Lender Certificate is being delivered to the US Administrative Agent together with an Administrative Questionnaire in the form supplied by the US Administrative Agent, duly completed by the Additional Lender.

Very truly yours,

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

Exhibit H-1 — 1

Accepted and Agreed:

Wachovia Bank, National Association,
  as US Administrative Agent

By:

 Name:

 Title:

Accepted and Agreed:

[ADDITIONAL LENDER],
  as Additional Lender

By:

 Name:

 Title:

Exhibit H-1 — 2

Schedule 1.02 — Existing Indebtedness

NONE

Schedule 1.02 — 1

Schedule 2.01(b) – Existing Letters of Credit

     July 1 - September 30, 2007

UNIVERSAL COMPRESSION, INC.
OUTSTANDING LETTERS OF CREDIT
8/18/2007 14:05

									Total
					Type of		Date	E-	LC
LC #	Issuer	Job #		Beneficiary	Bond	Effective	Expiration	green	Balance
Wachovia
SC101137U	AP		E00877	China Petroleum Mat/ I&C Bank of China	Performance Bond	10/2/2006	7/14/2007			148,787.63
				China Petroleum Mat/ I&C Bank of China	Performance Bond	10/2/2006	7/14/2007			(148,787.63	)
SC101513U	AP			CNOOC China Ltd/Bank of China	Performance Bond	7/6/2007	12/31/2007			100,000.00
SC100282U	LA	Kanata Project		Empresa Petrolera CHACO S A	Performance Bond	12/21/2004	11/6/2007			2,000,000.00
SC101423U	LA	Kanata Project		Empresa Petrolera CHACO S A	Performance Bond	5/31/2007	1/18/2008			159,580.00
CY549730	LA			Pemex Exploracion Y Produccion — Mexico	Bid Bond	10/21/2003	10/22/2007			32,400.00
CY550110	LA			Pemex Exploracion - Banamex Mexico	Performance Bond	11/3/2003	1/15/2008			52,361.52
CY550112	LA			Pemex Exploracion - Banamex Mexico	Performance Bond	11/3/2003	1/15/2008			715,700.00
SC100134U	LA		44101845	Pemex Exploracion - Banamex Mexico	Performance Bond	8/4/2004	2/15/2008			2,476,845.00
SC100135U	LA		44101845	Pemex Exploracion - Banamex Mexico	Performance Bond	8/4/2004	2/15/2008			61,143.56
SC101090U	LA		425016918	Fianzas Monterrey - Pemex Exploracion	Performance Bond	8/11/2006	3/2/2009			100,424.57
SC100622U	LA		414105928	Fianzas Monterrey - Pemex Exploracion	Performance Bond	11/28/2005	8/31/2010			1,562,500.00
SC100623U	LA		414105928	Fianzas Monterrey - Pemex Exploracion	Performance Bond	11/28/2005	8/31/2010			386,725.12
SC100632U	LA		415135987	Fianzas Monterrey - Pemex Exploracion	Performance Bond	12/2/2005	7/31/2010			684,597.90
SC100633U	LA		415135987	Fianzas Monterrey - Pemex Exploracion	Performance Bond	12/2/2005	7/31/2010			11,173.02
SC100980U	LA		425016861	Fianzas Monterrey - Pemex Exploracion	Performance Bond	5/8/2006	1/29/2011			1,000,000.00
SC100981U	LA		425016861	Fianzas Monterrey - Pemex Exploracion	Performance Bond	5/8/2006	1/29/2011			14,202.96
SC101302U	LA		425016998	Fianzas Monterrey - Pemex Exploracion	Performance Bond	1/31/2007	7/31/2011			365,426.28
SC101364U	LA		424017805	Fianzas Monterrey - Pemex Exploracion	Performance Bond	3/23/2007	7/31/2011			41,732.80
SC101363U	LA		424017805	Fianzas Monterrey - Pemex Exploracion	Performance Bond	3/23/2007	7/31/2011			5,243.02
SC101421U	LA		425017837	Fianzas Monterrey - Pemex Exploracion	Performance Bond	5/15/2007	12/8/2009			220,000.00
SC101466U	LA		425027835	Fianzas Monterrey - Pemex Exploracion	Performance Bond	6/18/2007	6/26/2008			49,369.03

Schedule 2.01(b) — 1

									Total
					Type of		Date	E-	LC
LC #	Issuer	Job #		Beneficiary	Bond	Effective	Expiration	green	Balance
SC101528U	LA		425017842	Fianzas Monterrey - Pemex Exploracion	Performance Bond	7/18/2007	6/8/2009			98,354.76
SC100071U	UCI	NO JOB #		Ace American Insurance Co — PA	Guarantee Bond	4/15/2004	3/31/2008			7,750,000.00
SM417330C	UCI	First Union		Royal Bank of Canada (formerly UBS)		6/22/2001	6/19/2008			83,693.00
SM200016W	UCI	NO JOB #		Zurich Insurance	Guarantee Bond	9/13/2002	3/31/2008			1,000,000.00
SC100435U	AP		E00611	China Petroleum Material — China	Performance Bond	5/27/2005	7/30/2007			62,684.00
SC100435U	AP		E00611	China Petroleum Material — China	Performance Bond	5/27/2005	7/30/2007			(62,684.00	)
SC100741U	Replace 639U		E00623	Orgin Energy CSG Ltd — Australia	Performance Bond	1/4/2006	10/15/2007			135,710.00
SC101052U			E00718	Orgin Energy CSG Ltd — Australia	Performance Bond	7/10/2006	3/19/2008			136,068.00
SC101152U			E00721 / 722	Orgin Energy CSG Ltd — Australia	Performance Bond	10/16/2006	9/28/2007			282,488.00
SC101153U			E00721 / 722	Orgin Energy CSG Ltd — Australia	Performance Bond	10/16/2006	8/29/2008			282,488.00
SC101492U		Job EC067100		Orgin Energy CSG Ltd — Australia	Advance Payment	6/28/2007	1/21/2008			2,533,560.00
SC101493U		Job EC067100		Orgin Energy CSG Ltd — Australia	Performance Bond	6/28/2007	7/21/2008			158,347.50
SC101494U		Job EC067100		Orgin Energy CSG Ltd — Australia	Performance Bond	6/28/2007	7/20/2009			158,347.50
SC101495U		Job EC067099		Orgin Energy CSG Ltd — Australia	Advance Payment	6/28/2007	10/30/2007			2,533,560.00
SC101496U		Job EC067099		Orgin Energy CSG Ltd — Australia	Performance Bond	6/28/2007	4/30/2008			158,347.50
SC101497U		Job EC067099		Orgin Energy CSG Ltd — Australia	Performance Bond	6/28/2007	4/30/2009			158,347.50
SC101498U		Job E01012		Orgin Energy CSG Ltd — Australia	Advance Payment	6/28/2007	4/30/2008			2,533,560.00
SC101499U		Job E01012		Orgin Energy CSG Ltd — Australia	Performance Bond	6/28/2007	10/30/2008			158,347.50
SC101500U		Job E01012		Orgin Energy CSG Ltd — Australia	Performance Bond	6/28/2007	10/30/2009			158,347.50
SC101490U		Sales Order 123-SE		Consorcio Petrolero Bloque	Advance Payment	6/26/2007	10/31/2007			61,620.90
								SUB — TOTAL		28,420,612.44
Wells Fargo Effective 10/20/06
NTS902629			E00751, E00752	Lincas Electro Vertriebs Gesellschaft	Performance Band	7/27/2006	1/31/2009			355,332.00
NTS902628			E00875, E00876	AMTEC AG	Advance Payment	10/26/2006	5/6/2008			2,823,642.00
				TOTAL US$						31,599,586.44

Schedule 2.01(b) — 2

Issued under Existing $450 Million Hanover Credit Facility

			Issuance	Expiry	Amount
L/C REF. NO.	Applicant Name	Type	Date	Date		(USD)
Issued by J.P. Morgan
6-218929	HANOVER COMPRESSION LIMITED	Standby	11/02/01	09/05/10		308,303.00
6-220434	HANOVER COMPRESSION LIMITED	Standby	12/18/01	09/05/10		21,406.00
6-225289	HANOVER COMPRESSION LIMITED	Standby	05/09/02	11/01/07		5,150,000.00
IBTI-579154	BELLELI ENERGY S.P.A.	Commercial	07/09/07	11/05/07		1,870,000.00
IBTI-579358	BELLELI ENERGY C.P.E. SPA	Commercial	07/12/07	05/02/08		6,630,943.70
IBTI-587922	HANOVER COMPRESSION, LP	Commercial	05/15/07	08/21/07		664,791.40
IBTI-587923	BELLELI ENERGY S.P.A.	Commercial	06/28/07	10/31/07		602,800.00
P-200359	HANOVER COMPRESSOR CO.,INC.	Standby	04/25/00	09/05/10		83,242.00
P-201169	HANOVER COMPRESSOR CO.,INC.	Standby	05/17/00	09/05/10		34,355.00
P-201738	HANOVER CANADA CORPORATION	Standby	06/02/00	12/30/07		500,000.00
P-203852	HANOVER COMPRESSOR CO.,INC.	Standby	07/28/00	09/05/10		50,487.00
P-205023	HANOVER COMPRESSION, INC.	Standby	08/31/00	10/25/07		2,124,386.84
P-205945	HANOVER COMPRESSOR CO.,INC.	Standby	09/27/00	09/30/08		795,000.00
P-205992	DR COMPRESSION SERVICES	Standby	09/28/00	09/28/07		1,505,000.00
P-230918	HANOVER COMPRESSION LIMITED	Standby	10/16/02	09/05/10		140,000.00
P-234809	HANOVER COMPRESSION LIMITED	Standby	02/14/03	04/23/08		6,130,000.00
P-237502	HANOVER COMPRESSION LIMITED	Standby	05/27/03	05/16/08		3,500,000.00
P-238651	PRODUCTION OPERATORS CAYMAN INC., A	Standby	07/01/03	07/02/08		160,142.97
P-238653	PRODUCTION OPERATORS CAYMAN INC., A	Standby	07/01/03	07/02/08		41,913.10
P-241242	WILPRO ENERGY SERVICES	Standby	09/23/03	09/19/07		12,000,000.00
P-244546	HANOVER COMPRESSION LIMITED	Standby	01/09/04	08/31/07		5,752,699.95
P-295860	HANOVER COMPRESSOR CO.,INC.	Standby	12/14/99	09/05/10		170,937.00
P-614199	BELLELI ENERGY S.R.L.	Standby	11/01/04	08/15/07		75,736.57
P-615623	HANOVER (GB) LTD	Standby	11/22/04	07/30/08		144,458.93
TBTI-662081	BELLELI ENERGY CRITICAL PROCESS	Commercial	05/01/06	11/09/07		1,369,379.12
TPTS-576009	HANOVER ARGENTINA S.A.	Standby	02/15/07	08/25/07		120,530.00
TPTS-576147	HANOVER COMPRESSION	Standby	03/09/07	08/23/07		600,000.00

Schedule 2.01(b) — 3

			Issuance	Expiry	Amount
L/C REF. NO.	Applicant Name	Type	Date	Date	(USD)
TPTS-576186	ARABIAN EUROPEAN MECHANICAL COMPANY	Standby	03/09/07	01/31/08		618,584.19
TPTS-576187	HANOVER (GB) LTD.	Standby	03/28/07	08/30/07		986,163.75
TPTS-576344	HANOVER (GB) LTD.	Standby	04/05/07	08/14/07		376,690.05
TPTS-576345	HANOVER (GB) LTD.	Standby	04/05/07	08/14/09		251,126.70
TPTS-576357	HANOVER COMPRESSION, LP	Standby	05/02/07	12/31/07		296,746.84
TPTS-576584	BELLELI ENERGY S.P.A.	Standby	05/18/07	05/04/09		2,085,000.00
TPTS-576585	BELLELI ENERGY S.P.A.	Standby	06/07/07	05/15/09		9,767,658.99
TPTS-576734	BELLELI ENERGY S.P.A.	Standby	06/07/07	03/30/10		4,883,829.49
TPTS-576735	BELLELI ENERGY CPE S.P.A.	Standby	06/11/07	11/25/08		464,813.96
TPTS-576804	HANOVER COMPRESSION,	Standby	06/21/07	01/25/08		150,000.00
TPTS-576805	BELLELI ENERGY S.P.A.	Standby	06/22/07	12/30/09		6,064,525.00
TPTS-576876	HANOVER COMPRESSION	Standby	06/28/07	11/30/08		466,293.80
TPTS-576877	HANOVER COMPRESSION, LIMITED	Standby	06/28/07	02/14/08		1,311,697.92
TPTS-576902	HANOVER COMPRESSION LIMITED	Standby	06/28/07	04/12/08		1,218,901.80
TPTS-576903	HANOVER COMPRESSION LIMITED	Standby	06/28/07	10/30/08		1,218,901.80
TPTS-576904	HANOVER COMPRESSION, LIMITED	Standby	06/29/07	10/30/09		7,710,000.00
TPTS-576905	HANOVER COMPRESSION	Standby	06/29/07	10/30/09		3,650,000.00
TPTS-576918	BELLELI ENERGY CPE S.P.A.	Standby	06/29/07	07/01/10		725,927.67
TPTS-576919	HANOVER COMPRESSION, LIMITED	Standby	06/29/07	01/27/08		279,375.00
TPTS-576972	HANOVER COMPRESSION	Standby	07/18/07	09/13/10		392,512.90
TPTS-576973	HANOVER (GB) LTD.	Standby	07/13/07	08/14/07		1,004,506.80
TPTS-577016	HANOVER COMPRESSION	Standby	07/13/07	11/30/08		741,007.00
TPTS-577017	BELLELI ENERGY S.P.A.	Standby	07/13/07	01/31/09		975,000.00
TPTS-577018	BELLELI ENERGY S.P.A.	Standby	07/13/07	01/31/09		1,020,000.00
TPTS-577019	HANOVER EASTERN HEMISPHERE FZE	Standby	07/27/07	06/18/08		2,764,680.00
TPTS-577086	BELLELI ENERGY S.P.A.	Standby	07/26/07	12/12/07		900,000.00
TPTS-577087	HANOVER EASTERN HEMISPHERE FZE	Standby	01/31/09	01/31/09		13,298.00
TPTS-577184	HANOVER COMPRESSION, LP	Standby	02/29/08	02/29/08		656,000.00
TPTS-651107	BELLELI ENERGY S.P.A.	Standby	06/30/06	04/14/08		5,770,950.57
TPTS-651108	BELLELI ENERGY CPE S.P.A.	Standby	06/13/06	06/30/10		760,971.51
TPTS-651304	BELLELI ENERGY S.P.A.	Standby	06/30/06	04/14/09		4,500,000.00
TPTS-651331	BELLELI ENERGY S.P.A.	Standby	07/13/06	09/14/10		1,290,000.00
TPTS-651335	BELLELI ENERGY S.P.A.	Standby	07/13/06	06/30/10		7,435,044.68
TPTS-651446	BELLELI ENERGY CPE S.P.A.	Standby	07/28/06	10/30/08		3,604,313.70
TPTS-651461	BELLELI ENERGY CPE S.P.A.	Standby	07/28/06	11/30/08		3,604,313.70
TPTS-651462	HANOVER COMPRESSION LIMITED	Standby	08/11/06	09/15/07		18,702.00
TPTS-651517	HANOVER PERU SELVA SRL	Standby	08/16/06	09/12/10		900,000.00
TPTS-651588	HANOVER (GB) LTD.	Standby	09/07/06	02/26/08		40,458.00
TPTS-651660	BELLELI ENERGY CPE S.P.A.	Standby	09/22/06	01/23/08		545,506.65

Schedule 2.01(b) — 4

			Issuance	Expiry	Amount
L/C REF. NO.	Applicant Name	Type	Date	Date		(USD)
TPTS-651663	BELLELI ENERGY CPE S.P.A.	Standby	09/22/06	01/23/08		545,506.65
TPTS-651664	BELLELI ENERGY S.P.A.	Standby	10/05/06	03/09/09		815,625.00
TPTS-651872	HANOVER EASTERN HEMISPHERE, FZE	Standby	06/13/07	02/06/08		3,090,000.00
TPTS-651919	BELLELI ENERGY CPE S.P.A.	Standby	11/15/06	09/30/08		1,368,900.00
TPTS-651920	BELLELI ENERGY CPE S.P.A.	Standby	11/15/06	05/30/09		1,368,900.00
TPTS-651991	BELLELI ENERGY CPE S.P.A.	Standby	11/29/06	09/30/08		1,368,900.00
TPTS-651992	BELLELI ENERGY CPE S.P.A.	Standby	11/29/06	05/30/09		1,368,900.00
TPTS-652083	BELLELI ENERGY S.P.A.	Standby	12/15/06	08/31/07		2,880,157.00
TPTS-652084	HANOVER COMPRESSION	Standby	12/18/06	08/19/07		5,160,782.58
TPTS-652198	HANOVER COMPRESSION	Standby	01/11/07	09/07/07		1,810,951.20
TPTS-652336	HANOVER COMPRESSION, LP	Standby	01/25/07	10/30/07		327,045.11
TPTS-652393	HANOVER COMPRESSION, LP	Standby	01/25/07	02/29/08		371,315.21
TPTS-652394	HANOVER (GB) LTD.	Standby	02/08/07	09/18/07		80,000.00
TPTS-652435	HANOVER EGYPT LLC	Standby	01/31/07	11/30/07		17,000.00
TPTS-652436	HANOVER COMPRESSION	Standby	02/08/07	06/05/10		676,960.00
TPTS-661589	BELLELI ENERGY S.P.A.	Standby	04/05/06	11/12/07		2,945,164.00
TPTS-661590	BELLELI ENERGY S.P.A.	Standby	04/04/06	03/30/10		2,945,164.00
TPTS-662238	BELLELI ENERGY S.P.A.	Standby	05/03/06	10/30/10		415,224.10
TPTS-670671	HANOVER COMPRESSION	Standby	06/08/05	04/01/08		6,068,700.00
TPTS-672135	HANOVER COMPRESSION	Standby	05/20/05	05/31/08		5,550,000.00
TPTS-672993	HANOVER (GB) LTD.	Standby	06/24/05	10/23/07		52,018.20
TPTS-673540	HANOVER COMPRESSION	Standby	07/18/05	09/05/10		291,079.00
TPTS-674114	HANOVER (GB) LTD.	Standby	08/04/05	12/30/07		57,893.48
TPTS-674242	BELLELI ENERGY S.P.A.	Standby	08/12/05	09/14/10		1,779,150.00
TPTS-675045	HANOVER COMPRESSION	Standby	09/20/05	08/30/07		119,987.60
TPTS-675277	HANOVER COMPRESSION	Standby	09/19/05	08/31/08		794,037.60
TPTS-675564	HANOVER COMPRESSION	Standby	09/30/05	01/31/08		2,047,720.60
TPTS-676328	BELLELI ENERGY S.P.A.	Standby	11/09/05	08/01/08		7,154,335.80
TPTS-677073	BELLELI ENERGY S.P.A.	Standby	12/06/05	12/30/09		1,379,303.64
TPTS-677111	BELLELI ENERGY S.P.A.	Standby	12/06/05	09/01/08		691,491.62
TPTS-677292	HANOVER (GB) LTD.	Standby	12/12/05	09/30/07		119,860.34
TPTS-677294	HANOVER (GB) LTD.	Standby	12/12/05	09/30/07		119,860.34
TPTS-677295	HANOVER (GB) LTD.	Standby	12/12/05	11/30/07		125,795.07
TPTS-677675	BELLELI ENERGY S.P.A.	Standby	12/23/05	03/09/09		1,885,000.00
TPTS-678429	BELLELI ENERGY S.P.A.	Standby	01/25/06	09/15/07		1,049,600.00
TPTS-678478	BELLELI ENERGY S.P.A.	Standby	01/25/06	03/15/10		5,222,891.63
TPTS-678518	HANOVER COMPRESSION	Standby	01/26/06	11/30/07		38,868.05
TPTS-678818	HANOVER (GB) LTD.	Standby	02/09/06	01/30/10		102,610.83
TPTS-679025	BELLELI ENERGY S.P.A.	Standby	02/23/06	07/08/10		1,917,799.90
TPTS-679056	BELLELI ENERGY S.P.A.	Standby	02/23/06	07/30/10		480,000.00
TPTS-679066	BELLELI ENERGY S.P.A.	Standby	02/22/06	07/30/10		522,398.10
TPTS-679068	BELLELI ENERGY S.P.A.	Standby	02/22/06	09/15/09		1,049,600.00
TPTS-679703	HANOVER COMPRESSION	Standby	03/17/06	04/15/08		201,116.27
TPTS-679803	BELLELI ENERGY S.P.A.	Standby	03/24/06	10/27/07		2,585,000.00
TPTS-679875	BELLELI ENERGY S.P.A.	Standby	03/24/06	04/27/10		2,585,000.00
TPTS-577185	HANOVER (GB) LTD.	Standby	08/15/07	05/16/09		51,826.31
TPTS-651153	HANOVER COMPRESSION, LP	Standby	08/17/07	03/17/09		403,809.60

Schedule 2.01(b) — 5

			Issuance	Expiry	Amount
L/C REF. NO.	Applicant Name	Type	Date	Date	(USD)
					202,013,263.88
Issued by Scotia Bank
247923	HANOVER EGYPT LLC	Standby	10/03/06	10/05/07	20,000.00
248673	BELLELI ENERGY C.P.E. SPA	Standby	10/20/06	10/30/08	3,563,765.50
250095	BELLELI ENERGY C.P.E. SPA	Standby	11/24/06	10/30/08	3,563,765.50
251254	HANOVER COMPRESSION, LP	Standby	12/15/06	11/03/08	26,400,000.00
259263	BELLELI ENERGY C.P.E. SPA	Standby	06/15/07	04/30/10	1,954,454.00
					35,501,985.00
Total					237,515,248.88

Schedule 2.01(b) — 6

Schedule 6.01(j) – Excepted Property

1. Certificates and stock powers not held by the administrative agents (or their representatives) under the Existing Universal Credit Agreement and Existing Hanover Credit Agreement immediately prior to the Initial Funding Date pursuant to the last sentence of Section 9.07(a).

Schedule 6.01(j) — 1

Schedule 7.02 — Liabilities

1. Miscellaneous performance bonds and guarantees and similar contingent obligations, none of which constitute debt under GAAP for borrowed money and all of which are permitted under this Agreement.

2. See also Schedule 10.01.

Schedule 7.02— 1

Schedule 7.03 — Litigation

NONE

Schedule 7.03— 1

Schedule 7.09 — Taxes

Holdings, UCO Compression 2002 LLC, UCO Compression 2005 LLC and Hanover Canada Corporation have not filed all franchise, sales and use and property tax returns, if any, that may be applicable. Any remaining unfiled returns would in no event constitute a Material Adverse Effect.

Schedule 7.09— 1

Schedule 7.10 — Titles, Etc.

Various lease agreements for compressor units contain purchase options at specified intervals during the contract term.

Schedule 7.10— 1

Schedule 7.14 — Subsidiaries

		Jurisdiction of
		Incorporation/
	Company	Organization
1	Exterran, Inc.	Texas
2	Universal Compression International, Inc.	Delaware
3	Compressor Systems International, Inc.	Delaware
4	UCO Compression 2005 LLC	Delaware
5	Beijing Universal Compression Technical Services Company Ltd.	China
6	Enterra Compression Investment Company	Delaware
7	Quimex S.A.	Switzerland
8	Excel Energy Services Limited	Nigeria
9	Exterran Partners, L.P. (51%)	Delaware
10	UCO GP, LLC	Delaware
11	Universal Compression International Ltd.	Cayman Island
12	Universal Compression Canadian Holdings, Inc.	Delaware
13	Universal Compression Services, LLC	Delaware
14	UCO Compression Holding, L.L.C.	Delaware
15	EXLP Operating LLC	Delaware
16	UCI GP LP LLC	Delaware
17	Universal Compression Finance Company Ltd.	Barbados
18	PT Universal Compression Indonesia	Indonesia
19	EI Leasing LLC	Delaware
20	Universal Compression del Peru, S.R.L.	Peru
21	EXLP Leasing LLC	Delaware
22	UCI MLP LP LLC	Delaware
23	Universal Compression of Colombia Ltd.	Cayman Islands
24	Universal Compression (Thailand), Ltd.	Thailand
25	UCO General Partner, LP	Delaware
26	Uniwhale Ltd. (75%)	Cayman Islands
27	Exterran Canadian Partnership Holdings LP Company	Nova Scotia, Canada
28	Universal Compression Services de Venezuela, C.A.	Venezuela
29	Exterran ABS 2007 LLC	Delaware
30	Uniwhale de Colombia E.U.	Colombia
31	Exterran Canada, Limited Partnership	Nova Scotia, Canada
32	Universal Compression (Australia) Pty Ltd	Australia
33	Universal Compression International Holdings, S.L.U.	Spain
34	Exterran ABS Leasing 2007 LLC	Delaware

Schedule 7.14— 1

		Jurisdiction of
		Incorporation/
	Company	Organization
35	Universal Compression Ltda.	Brazil
36	Compression Services de Mexico, S.A. de C.V.	Mexico
37	Probalance Engenharia Ltda.	Brazil
38	Universal Compression de Mexico, S.A. de C.V.	Mexico
39	Universal Compression Argentina S.A.	Argentina
40	Universal Compression de Venezuela Unicom, C.A.	Venezuela
41	Universal Compression Bolivia Ltda.	Bolivia
42	Energy Dynamics de Venezuela, C.A.	Venezuela
43	Exterran Canadian Partnership Holdings GP ULC	Alberta, Canada
44	Universal Compression Cayman Ltd.	Cayman Islands
45	Universal Compression Mauritius	Mauritius
46	Universal Compression Singapore Pte. Ltd.	Singapore
47	B.T.I. Holdings Pte Ltd	Singapore
48	B.T. Engineering Pte Ltd	Singapore
49	Columbus Insurance Ltd.	Cayman Islands
50	Exterran Energy Solutions, L.P.	Delaware
51	EES Leasing LLC	Delaware
52	Hanover SPE, L.L.C.	Delaware
53	Hanover Compressor Company	Delaware
54	Hanover Compression General Holdings LLC	Delaware
55	Hanover Compressor Capital Trust	Delaware
56	Hanover HL Holdings, LLC	Delaware
57	Hanover HL, LLC	Delaware
58	Hanover Compressed Natural Gas Services, LLC	Delaware
59	HC Cayman LLC	Delaware
60	HCL Columbia, Inc.	Delaware
61	Hanover Australia, L.L.C.	Delaware
62	Nigerian Leasing, LLC	Delaware
63	Hanover Partners Nigeria LLC	Delaware
64	Hanover Compressor Nigeria, Inc.	Delaware
65	KOG, Inc.	Delaware
66	Hanover General Energy Transfer, LLC	Delaware
67	Hanover Limited Energy Transfer, LLC	Delaware
68	Energy Transfer-Hanover Ventures, L.P.	Delaware
69	Hanover IDR, Inc.	Delaware
70	Hanover Ecuador L.L.C.	Delaware
71	Hanover Asia, Inc.	Delaware
72	Hanover Colombia Leasing, LLC	Delaware

Schedule 7.14— 2

		Jurisdiction of
		Incorporation/
	Company	Organization
73	HC Leasing, Inc.	Delaware
74	Hanover Argentina S.A.	Argentina
75	Hanover (Malaysia) SDN BHD	Malaysia
76	P.T. Hanover Indonesia	Indonesia
77	Hanover Compression Compania Limitada — d/b/a Hanover Chile Ltda.	Chile
78	Hanover de Mexico, S. de R.L. de C.V.	Mexico
79	Hanover Cayman Limited	Cayman Islands
80	Hanover Compressor de Mexico, S. de R.L. de C.V.	Mexico
81	Hanover Compressor Peru S.A.C.	Peru
82	Hanover Peru Selva S.R.L.	Peru
83	Hanover International SA	Switzerland
84	Hanover Compressor Holding Company NL B.V.	Netherlands
85	Belleli Energy S.P.A.	Italy
86	Production Operators Cayman Inc	Cayman Islands
87	Hanover Venezuela, C.A.	Venezuela
88	HC Cayman Ltd.	Cayman Islands
89	Aurora (Barbados), SRL	Barbados
90	Hanover Canada Corporation	Alberta
91	H.C.C. Compressor de Venezuela, C.A.	Venezuela
92	Hanover Bolivia Ltda.	Bolivia
93	Hanover Brasil Ltda.	Brazil
94	Hanover Nigeria Energy Services Limited	Nigeria
95	HG Compression Services Nigeria Limited (51%)	Nigeria
96	Hanover Services (GB) Ltd.	United Kingdom
97	Hanover Middle East LLC (70%)	Oman
98	Hanover Eastern Hemisphere F.Z.E.	United Arab Emirates
99	Hanover Pakistan (Private) Limited	Pakistan
100	Hanover Compressor Services B.V.	Netherlands
101	Hanover Malta Holding Limited	Malta
102	Hanover North Africa Limited	Malta
103	Hanover Egypt LLC	Egypt
104	Hanover Kazakhstan LLP	Kazakhstan
105	Belleli Energy CPE S.p.A.	Italy
106	Belleli Energy FZE	United Arab Emirates
107	Belleli Energy Djibouti FZCO	Djibouti
108	Arabian European Mechanical Company Ltd. (49%)	Saudi Arabia

Schedule 7.14— 3

		Jurisdiction of
		Incorporation/
	Company	Organization
109	Servicompresores, C.A.	Venezuela
110	Hanover (GB) Limited	United Kingdom
111	Hanover Poland sp. z.o.o.	Poland

Schedule 7.14— 4

Schedule 7.19 — Hedging Agreements
(As of July 31, 2007)

			EFFECTIVE						MTM
COUNTERPARTY	NOTIONAL		DATE		MATURE		RATE		7/31/2007
Floating to Fixed Cash Flow Hedges
JP Morgan	$	68,750		01/27/05		03/31/10		0.04037	$	1,269
Wachovia	$	68,750		01/27/05		03/31/10		0.03990	$	1,224
Deutsche	$	68,750		01/27/05		03/31/10		0.04035	$	1,220
Scotia	$	68,750		01/27/05		03/31/10		0.04007	$	962
	$	275,000						0.04017	$	4,675
ABS Floating to Fixed
Wachovia	$	63,613		04/02/04		01/20/13		0.05210	$	(218	)
Wachovia	$	43,939		11/01/05		08/20/19		0.04450	$	1,830
RBS/Ambac	$	51,633		11/28/05		08/20/19		0.05020	$	1,567
	$	159,185						0.04939	$	3,179
TOTAL	$	434,185						0.04355	$	7,854

Hanover Compression Limited Partnership
($thousands)

			EFFECTIVE				Floating			MTM
COUNTERPARTY	NOTIONAL		DATE		MATURE		RATE			7/31/2007
(Fair Value Hedges) Fixed to Floating
Wachovia	$	100,000		03/31/04		12/15/10		9.6920	%	$	(4,453	)
Scotia	$	100,000		03/15/07		12/15/10		9.7720	%	$	(4,154	)
										$	(8,607	)

Schedule 7.19— 1

Schedule 7.20 — Restriction on Liens

1.	The ABS Facility, including without limitation, the Intercreditor Agreement, as defined in the Senior Secured Credit Agreement.
2.	See also Schedule 10.02.

Schedule 7.20— 1

Schedule 8.08 — Canadian Taxes

NONE

Schedule 8.08— 1

Schedule 8.09 — Location of Canadian Personal Property

NONE

Schedule 8.09— 1

Schedule 9.07(a) — US Excluded Collateral

Each reference to Collateral or to any relevant type or item of Property constituting Collateral shall be deemed to exclude (i) tangible Property that is not located in the continental United States (including its possessions), (ii) motor vehicles, forklifts, trailers photocopiers or any property which may be covered by a certificate of title, (iii) Equity Interests in each first-tier Foreign Subsidiary required to prevent the Collateral from including more than 65% of all Equity Interests in such Foreign Subsidiary, (iv) any lease, license, contract, property rights or agreement to which the US Borrower or any Subsidiary is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Person therein or (B) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code); provided, however that such security interest shall, unless otherwise not included from the Collateral under the Loan Documents, attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (A) or (B) above, (v) Property owned by other Persons involved in an ABS Facility; (vi) any Property subject to a Lien permitted by Section 10.02(b), (e) or (g) of this Agreement, so long as such Lien is in effect, and (vii) any Property owned by a member of the EPLP Group.

Schedule 9.07(a)— 1

Schedule 9.07(b) — Canadian Excluded Collateral

Each reference to Collateral located in Canada or to any relevant type or item of Property constituting Collateral located in Canada shall be deemed to exclude (i) any general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favour of a third party, unless and until all required consents shall have been obtained (and where such consents have not been obtained, such general intangibles or other rights shall be held in trust for the Canadian Administrative Agent and shall be subject to the direction of the Canadian Administrative Agent upon the occurrence and continuance of an Event of Default), (ii) Property owned by or assigned to the ABS Subsidiaries as permitted under the Credit Agreement; provided that, upon the transfer of such Property (owned or assigned to any ABS Subsidiary) to a Significant Canadian Subsidiary, such Property shall, unless otherwise not included from the Collateral under the Loan Documents, become Collateral, (iii) any Property subject to a Lien permitted by Section 10.02(b), (e) or (g) of the Credit Agreement, so long as such Lien is in effect, (iv) any Property owned by a member of the EPLP Group as permitted under the Credit Agreement and (v) “Consumer Goods” (as defined in the Personal Property Security Act (Alberta) or any comparable legislation in any other Canadian province or territory).

Schedule 9.07(b)— 1

Schedule 10.01 — Debt

1. The Existing Indebtedness and the guarantee by the US Borrower of Hanover’s obligations under the 4.75% Convertible Notes Due 2014 and the 4.75% Convertible Notes Due 2008.

2. Miscellaneous equipment leases and other equipment financings as noted on Schedule 10.02, Item 2.

3. Letters of credit issued under Belleli’s bank facilities not in excess of $32 million and insurance premium financing of the US Borrower and its Subsidiaries.

Schedule 10.01— 1

Schedule 10.02 — Liens

1. Liens securing the Existing Indebtedness.

2. The following UCC filings and Canadian equivalents securing obligations under equipment leases and other equipment financings, the Existing Hanover Credit Agreement, the 8.50% Equipment Lease Notes or the 8.75% Equipment Lease Notes:

Energy Transfer Hanover-Ventures, L.P.
12001 North Houston Rosslyn
Houston, TX 77086	3385063	DELAWARE
Equity Leasing Corporation
12001 North Houston Rosslyn
Houston, TX 77086		OKLAHOMA
Hanover Asia, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	3070145	DELAWARE
Hanover Australia, L.L.C.
12001 North Houston Rosslyn
Houston, TX 77086	3261121	DELAWARE
Hanover Colombia Leasing LLC
12001 North Houston Rosslyn
Houston, TX 77086	3695427	DELAWARE
Hanover Compressor Capital Trust
12001 North Houston Rosslyn
Houston, TX 77086	3134346	DELAWARE
Hanover Compression General Holdings, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3326648	DELAWARE
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, TX 77086	3134929	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	3326660	DELAWARE
Hanover Compressed Natural Gas Services, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3451373	DELAWARE
Hanover Compressor Nigeria, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	2622737	DELAWARE
Hanover Ecuador L.L.C.
12001 North Houston Rosslyn
Houston, TX 77086	3251631	DELAWARE

Schedule 10.02— 1

Hanover General Energy Transfer, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3382629	DELAWARE
Hanover HL, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3608657	DELAWARE
Hanover HL Holdings, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3608238	DELAWARE
Hanover IDR, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	3281862	DELAWARE
Hanover Limited Energy Transfer, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3382635	DELAWARE
Hanover Partners Nigeria LLC
12001 North Houston Rosslyn
Houston, TX 77086	3473446	DELAWARE
Hanover SPE, L.L.C.
12001 North Houston Rosslyn
Houston, TX 77086	2970030	DELAWARE
Hanover/Trinidad, L. L.0 .
12001 North Houston Rosslyn
Houston, TX 77086	3239942	DELAWARE
HC Cayman LLC
12001 North Houston Rosslyn
Houston, TX 77086	3136530	DELAWARE
HC Leasing, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	3469682	DELAWARE
HCL Colombia, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	3332084	DELAWARE
KOG, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	2208978	DELAWARE
Nigerian Leasing, LLC
12001 North Houston Rosslyn
Houston, TX 77086	3294537	DELAWARE
Southwest Industries, Inc.
12001 North Houston Rosslyn
Houston, TX 77086	3421739	DELAWARE
Hanover Compression Inc.
12001 North Houston Rosslyn
Houston, TX 77086	21203649	DELAWARE

Schedule 10.02— 2

Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	32285941	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	32285982	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Drive, Suite 200
Houston, TX 77041	41825746	DELAWARE
Hanover Compression Inc.
12001 North Houston Rosslyn
Houston, TX 77086	43045731	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Drive, Suite 200
Houston, TX 77041	52547116	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Drive, Suite 200
Houston, TX 77041	63356409	DELAWARE
Hanover Compression Limited Partnership
9704 W I-20
Midland, TX 79706	63720794	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Drive, Suite 200
Houston, TX 77041	41825910	DELAWARE
Hanover Compression Inc.
12001 North Houston Rosslyn
Houston, TX 77086	41880345	DELAWARE
Universal Compression Canada Limited
Partnership	05040535063	ALBERTA
Universal Compression Canada Limited
Partnership	0531726408	ALBERTA
Universal Compression Canada Limited
Partnership	06021625998	ALBERTA
Universal Compression Canada Limited
Partnership	06041700136	ALBERTA
Universal Compression Canada Limited
Partnership	06041828366	ALBERTA
Universal Compression Canada Limited
Partnership	06072018465	ALBERTA

Schedule 10.02— 3

Universal Compression Canada Limited
Partnership	07052440760	ALBERTA
Universal Compression Canada Limited	04052530815	ALBERTA
Universal Compression Canada Limited	05031803066	ALBERTA
Universal Compression Canada Limited	05060225983	ALBERTA
Universal Compression Canada Limited	01112223571	ALBERTA
Universal Compression Canada Limited	03051438343	ALBERTA
Universal Compression Canada	04120231586	ALBERTA
Universal Compression Canada	05081238882	ALBERTA
Universal Compression Canada	05111812037	ALBERTA
Universal Compression Canada	01101130951	ALBERTA
Universal Compression Canada	03040128625	ALBERTA
Universal Compression Canada	04062408721	ALBERTA
Universal Compression Canada Limited	8791951	BRITISH COLUMBIA
Hanover Maloney Inc.	03040318002	ALBERTA
Maloney Industries Inc.	00060532736	ALBERTA

Schedule 10.02— 4

Maloney Industries Inc.	00060532884	ALBERTA
Collicutt Hanover Services Ltd.	00021718762	ALBERTA
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	20346795	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	20346803	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	20346837	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	20346860	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	21203649	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	32285941	DELAWARE
Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, TX 77086	32285982	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Dr., Suite 200
Houston, TX 77041	41825746	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Dr., Suite 200
Houston, TX 77041	41825910	DELAWARE
Hanover Compression Inc.
12001 North Houston Rosslyn
Houston, TX 77086	43045731	DELAWARE
Hanover Compression Inc.
12001 North Houston Rosslyn
Houston, TX 77086	51021709	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Dr., Suite 200
Houston, TX 77041	52547116	DELAWARE
Hanover Compression Limited Partnership
11000 Corporate Centre Dr., Suite 200
Houston, TX 77041	53287902	DELAWARE

Schedule 10.02— 5

Hanover Compression Limited Partnership
11000 Corporate Centre Dr., Suite 200
Houston, TX 77041	63356409	DELAWARE
Hanover Compression Limited Partnership
9704 W. I-20
Midland, TX 79706	63720794	DELAWARE
Universal Compression, Inc.
4440 Brittmore Rd.
Houston, TX 77041	00-00519011	TEXAS
Universal Compression, Inc.
4440 Brittmore Rd.
Houston, TX 77041	00-00620485	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	02-0036924026	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	03-0024000908	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	03-0028145457	TEXAS
Exterran, Inc.
3808 South Eastman Road
Longview, TX 75602	003-0035082394	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	03-0036006523	TEXAS
Exterran
9021 State Hwy 107
Mission, TX 78574	04-0048500667	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	04-0063267927	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	05-0014085548	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	06-0006345135	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	06-0011344302	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	06-0018659015	TEXAS

Schedule 10.02— 6

Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	06-0037918711	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	07-0000640926	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	07-0002291041	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	07-0013306333	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	07-0023579871	TEXAS
Exterran, Inc.
4440 Brittmore Rd.
Houston, TX 77041	13-1742850004	TEXAS

3. Other Existing Liens

a.	Our subsidiary, Belleli Energy S.P.A. has financed its operations through the factoring liens securing its receivables. In addition, Belleli has Liens securing its revolving credit facilities.
b.	Pledge of equity interest in Harwat International Finance Corp. and other Liens to Royal Bank of Scotland to secure financing.
c.	Pledge of equity interest in Harwat International Finance Corp. and other Liens to Bank of Scotland to secure financing.
d.	Liens, including pledge by Hanover Cayman Limited of its interest in WilPro Energy Sevices (PIGAP II) Limited to secure the non-recourse project financing obtained by WilPro Energy Services (El Furrial) Limited.
e.	Liens, including pledge by Production Operators Cayman Inc. of its interest in WilPro Energy Services (El Furrial) Limited to secure a non-recourse project financing.
f.	Liens securing letters of credit, insurance premium financing, capital lease obligations, Hedging Agreements, guarantees and surety bonds of US Borrower and its Subsidiaries.

Schedule 10.02— 7

4. Mortgaged Real Property securing Debt under the Existing Hanover Credit Agreement includes:

ADDRESS/STATE		COUNTY/PARISH
1.	9704 West 120, Midland, TX 79706	Midland County
2.	1203 Industrial Park Drive, Victoria, TX 77905-0616	Victoria County
3.	2019 Hwy 135, Kilgore, TX 75662	Gregg County
4.	8193 Lone Tree Road, Victoria, TX 77905-3792	Victoria County
5.	1302 Saratoga, Corpus Christi, TX 78417-3333	Nueces County
6.	20602 East 81st, Broken Arrow, OK 74014-2935	Wagoner County
7.	301 Cummings, Pocola, Oklahoma 74902-3612	Le Flore County
8.	801 Industrial Park, Davis, Oklahoma 73030	Murray County
9.	1114 Hughes Road, Broussard, LA 70518-8045	Saint Martin Parish
10.	1280 Troy King, Farmington, NM 87401-3623	San Juan County
11.	2207 FM 949, Alleytown, TX 78935-2034	Colorado County
12.	1600 West Vandament, Yukon, OK 73099-4402	Canadian County

Schedule 10.02— 8

Schedule 10.03 — Investments, Loans and Advances

1.	Existing investments in Subsidiaries including any member of the EPLP Group.
2.	Existing Investments in Foreign Subsidiaries.
3.	Existing Investments in WilPro Energy Services (PigapII) Limited, WilPro Energy Services (El Furrial) Limited, Harwat International Finance Corp., and Simco Consortium Venezuela Investment.

Schedule 10.03— 1

Schedule 10.05 — Unrestricted Subsidiaries

		Jurisdiction of
		Incorporation/
	Company	Organization
1	Hanover Malaysia SDN, BHD	Malaysia
2	H.C.C. Compressor de Venezuela, C.A.	Venezuela
3	HC Cayman Ltd.	Cayman Islands
4	Hanover Compressor Capital Trust	Delaware
5	HC Cayman LLC	Delaware
6	Hanover Compressed Natural Gas Services LLC	Delaware
7	HCL Colombia, Inc.	Delaware
8	Hanover SPE LLC	Delaware
9	Hanover Australia LLC	Delaware
10	Nigerian Leasing, LLC	Delaware
11	Hanover Partners Nigeria LLC	Delaware
12	Exterran Partners, L.P.	Delaware
13	EXLP Operating LLC	Delaware
14	EXLP Leasing LLC	Delaware

Schedule 10.05— 1

Schedule 10.14(j) — Permitted Property Sales

U.S.

Offices, fabrication facilities and other buildings and improvements located at 12001 N. Houston Rosslyn, Houston TX

Italy & UAE

The Equity Interest in entities organized in Italy or its subsidiaries, Property located in Italy or Property otherwise for the operations or business in Italy, including the Equity Interest in Belleli Energy SpA or its subsidiaries or the Property thereof.

Venezuela

The Equity Interest in entities organized in Venezuela, Property located in Venezuela or Property otherwise for the operations or business in Venezuela, including Equity Interests of Persons not organized in Venezuela and the Property thereof, including:

Wilpro Energy Services (El Furrial ) Limited (Cayman Islands entity)

Wilpro Energy Services (PIGAP II) Limited (Cayman Islands entity)

Harwatt Internationl Finaince Corp. N.V. (The Netherlands entity) & Simco Consortium (Venezuelan entity)

Nigeria

The Equity Interest in entities organized in Nigeria, Property located in Nigeria or Property otherwise for the operations or business in Nigeria, including Equity Interests of Persons not organized in Nigeria and the Property thereof, including:

Cawthorne Channel Gas Proceesing Barges and related facilities and other Property

Otumra Gas Processing Barge and related facilities and other Property

Minority Investment in Global Energy

Oguta Compression Assets and related facilities and other Property

Amni Compression Assets and related facilities and other Property

Schedule 10.14(j)— 1

Schedule 10.16 — Transactions with Affiliates

1. Contribution, Conveyance and Assumption Agreement dated October 20, 2006, pursuant to which Holdings and its Subsidiaries will convey a portion of their domestic contract compression business to the EPLP Group.

2. Amended and Restated Contribution Conveyance and Assumption Agreement, dated July 6, 2007, by and among Exterran Partners, L.P., Exterran, Inc., UCO Compression 2005 LLC, EI Leasing LLC, UCO GP, LLC, UCI GP LP LLC, UCO General Partner, LP, UCI MLP LP LLC, UCLP Operating LLC and UCLP Leasing LLC, as amended by the First Amendment to Omnibus Agreement, dated July 9, 2007.

3. Omnibus Agreement.

4. Transactions with Affiliates disclosed in the existing SEC filings of the US Borrower and Subsidiaries.

5. In connection with our acquisition of Tidewater Compression in 1998, we entered into a registration rights agreement with Castle Harlan Partners III, L.P. and some of our other stockholders (including certain of our directors and officers). Under the registration rights agreement, these stockholders generally have the right to require us to register any or all of their shares of our common stock under the Securities Act of 1933, at our expense, subject to certain minimum dollar values. In addition, these stockholders are generally entitled to include, at our expense, their shares of our common stock covered by the registration rights agreement in any registration statement that we propose to file with respect to registration of our common stock under the Securities Act of 1933. We also agreed in this registration rights agreement to indemnify the stockholders against specified liabilities, including liabilities under the Securities Act of 1933.

6. Transactions among Borrowers and Restricted Subsidiaries, and among Restricted Subsidiaries.

Schedule 10.16— 1

EX-10.3

exv10w3

EX-10.4

EXHIBIT 10.4

US GUARANTY AGREEMENT

Dated as of
August 20, 2007

made by

Exterran, Inc.,
EI Leasing LLC,
UCI MLP LP LLC
and
Exterran Energy Solutions, L.P.,
as Guarantors

and

each of the other Guarantors (as defined herein)

in favor of

WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent

TABLE OF CONTENTS

	Page
ARTICLE I Definitions		1
Section 1.01 Definitions		1
Section 1.02 Rules of Interpretation		3
ARTICLE II Guarantee		3
Section 2.01 Guarantee		3
Section 2.02 Right of Contribution		4
Section 2.03 No Subrogation		4
Section 2.04 Amendments, Etc. with respect to the Guarantor Obligations		5
Section 2.05 Waivers		5
Section 2.06 Guaranty Absolute and Unconditional		6
Section 2.07 Reinstatement		7
Section 2.08 Payments		8
ARTICLE III Representations and Warranties		8
Section 3.01 Representations in Credit Agreement		8
Section 3.02 Benefit to the Guarantor		8
Section 3.03 Solvency		8
ARTICLE IV Covenants		8
Section 4.01 Covenants in Credit Agreement		9
ARTICLE V The US Administrative Agent		9
Section 5.01 Authority of US Administrative Agent		9
ARTICLE VI Subordination of Indebtedness		9
Section 6.01 Subordination of All Guarantor Claims		9
Section 6.02 Claims in Bankruptcy		9
Section 6.03 Payments Held in Trust		10
Section 6.04 Liens Subordinate		10
Section 6.05 Notation of Records		10
ARTICLE VII Miscellaneous		11
Section 7.01 Waiver		11
Section 7.02 Notices		11
Section 7.03 Amendments in Writing		11
Section 7.04 Successors and Assigns		11
Section 7.05 Survival; Revival; Reinstatement		11
Section 7.06 Counterparts; Integration; Effectiveness; Conflicts		12
Section 7.07 Severability		12
Section 7.08 Set-Off		13
Section 7.09 Governing Law; Submission to Jurisdiction		13
Section 7.10 Headings		14
Section 7.11 Acknowledgments		14
Section 7.12 Additional Guarantors		15
Section 7.13 Acceptance		15

- i -

ANNEXES:

I       Form of Assumption Agreement

SCHEDULES:

1       Notice Addresses of Guarantors

- ii -

     This US GUARANTY AGREEMENT is dated as of August 20, 2007 made by EXTERRAN, INC. (formerly, Universal Compression Inc.), a Texas corporation (“EI”), EI LEASING LLC (formerly, UCI Leasing LLC), a Delaware limited liability company (“EI Leasing”), UCI MLP LP LLC, a Delaware limited liability company (“MLP LP”), EXTERRAN ENERGY SOLUTIONS, L.P. (formerly, Hanover Compressor Limited Partnership), a Delaware limited partnership (“EES”) and each of the Subsidiary Guarantors that become a party hereto from time to time after the date hereof (together with EI, EI Leasing, MLP LP and EES, the “Guarantors”), in favor of Wachovia Bank, National Association, as the administrative agent (in such capacity, together with its successors in such capacity, the “US Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Exterran Holdings, Inc., a Delaware corporation (the “US Borrower”); Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”); the Lenders, the Administrative Agents and the other Agents party thereto.

R E C I T A L S

     A. The Borrowers have requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrowers.

     B. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of the Credit Agreement.

     C. It is a condition precedent and a continuing covenant to the obligation of the Lenders to make their loans and extensions of credit to the Borrowers under the Credit Agreement that the Guarantors shall have executed and delivered this Agreement to the US Administrative Agent for the ratable benefit of the Guaranteed Creditors.

     D. NOW, THEREFORE, in consideration of the premises herein and to induce the US Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders and Guaranteed Creditors to make their respective extensions of credit to the Borrowers thereunder and in connection therewith, the parties hereto agree as follows:

ARTICLE I
Definitions

     Section 1.01 Definitions.

          (a) As used in this Agreement, the terms defined above shall have the meanings respectively assigned to them.

          (b) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement, and all terms which are defined in the UCC are used herein as so defined.

          (c) As used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

     “Agreement” means this US Guaranty Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

     “Bankruptcy Code” means Title 11, United States Code, as amended from time to time.

     “Borrower Obligations” means the collective reference to the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of the Borrowers and all Restricted Subsidiaries (including, without limitation, all Indebtedness) of every kind or description arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Guaranteed Documents, including, without limitation, the unpaid principal of and interest on the Loans and the LC Exposure and all other obligations and liabilities of the Borrowers and all Restricted Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Aggregate Credit Exposure and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Guaranteed Creditors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Guaranteed Documents, whether on account of principal, interest, premium, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable costs, fees and disbursements that are required to be paid by the Borrowers pursuant to the terms of any Guaranteed Documents).

     “Collateral Agreement” means that certain US Collateral Agreement, dated August 20, 2007 by EI, EI Leasing, MLP LP, EES and the US Borrower, collectively, as Grantors in favor of the US Administrative Agent for the Lenders.

     “Guaranteed Creditors” means the collective reference to the Administrative Agents, the Lenders and the Lenders and Affiliates of Lenders that are parties to Guaranteed Hedging Agreements and Guaranteed Treasury Management Agreements.

     “Guaranteed Documents” means the collective reference to the Credit Agreement, the other Loan Documents, each Guaranteed Hedging Agreement, each Guaranteed Treasury Management Agreement and any other document made, delivered or given in connection with any of the foregoing.

     “Guaranteed Hedging Agreement” means any Hedging Agreement between any Borrower or its Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Hedging Agreement between such Persons in existence prior to the date hereof, but excluding any Hedging Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Hedging Agreement ceases to be a Guaranteed Hedging Agreement if the Person that is the counterparty to such Borrower or its Restricted

- 2 -

Subsidiary under a Hedging Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

     “Guaranteed Treasury Management Agreement” means any Treasury Management Agreement between any Borrower or its Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Treasury Management Agreement between such Persons in existence prior to the date hereof, but excluding any Treasury Management Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Treasury Management Agreement ceases to be a Guaranteed Treasury Management Agreement if the Person that is the counterparty to such Borrower or its Restricted Subsidiary under a Treasury Management Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

     “Guarantor Obligations” means with respect to any Guarantor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Guarantor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any Guaranteed Document to which such Guarantor is a party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements that are required to be paid pursuant to the terms of any Guaranteed Document).

     “Guarantors” means the collective reference to each Guarantor.

     “Guarantor Claims” has the meaning assigned to such term in Section 6.01.

     Section 1.02 Rules of Interpretation. Section 1.04 of the Credit Agreement is hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

ARTICLE II
Guarantee

     Section 2.01 Guarantee.

          (a) Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably, guarantees to the US Administrative Agent, for the ratable benefit of the Guaranteed Creditors and each of their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment in cash by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantor Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.

- 3 -

          (b) Anything herein or in any other Guaranteed Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Guaranteed Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.02).

          (c) Each Guarantor agrees that the Guarantor Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder.

          (d) Each Guarantor agrees that if the maturity of the Guarantor Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this ARTICLE II shall remain in full force and effect until all the Guarantor Obligations shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Guarantor Obligations may be outstanding.

          (e) No payment made by any Guarantor, any other guarantor or any other Person or received or collected by any Guaranteed Creditor from any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guarantor Obligations or any payment received or collected from such Guarantor in respect of the Guarantor Obligations), remain liable for the Guarantor Obligations up to the maximum liability of such Guarantor hereunder until the Guarantor Obligations are paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated.

     Section 2.02 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.03. The provisions of this Section 2.02 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Creditors, and each Guarantor shall remain liable to the Guaranteed Creditors for the full amount guaranteed by such Guarantor hereunder.

     Section 2.03 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no Guarantor shall be entitled to exercise any right of subrogation to any Guaranteed Creditor

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against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Guaranteed Creditor for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to exercise any right to seek any indemnity, exoneration, participation, contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Guaranteed Creditors on account of the Guarantor Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such amount shall be held by such Guarantor in trust for the Guaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the US Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the US Administrative Agent, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in accordance with Section 11.02(c) of the Credit Agreement.

     Section 2.04 Amendments, Etc. with respect to the Guarantor Obligations. Each Guarantor shall remain obligated hereunder, and its Guarantor Obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Guarantor and without notice to, demand upon or further assent by any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Guarantor Obligations made by any Guaranteed Creditor may be rescinded by such Guaranteed Creditor or otherwise and any of the Guarantor Obligations continued; (b) the Guarantor Obligations, the liability of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Guaranteed Creditor; (c) any Guaranteed Document may be amended, modified, supplemented or terminated, in whole or in part, as the Guaranteed Creditors may deem advisable from time to time; (d) any collateral security, guarantee or right of offset at any time held by any Guaranteed Creditor for the payment of the Guarantor Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Guarantor Obligations may from time to time be obligated on the Guarantor Obligations or any additional security or collateral for the payment and performance of the Guarantor Obligations may from time to time secure the Guarantor Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. No Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guarantor Obligations or for the guarantee contained in this ARTICLE II or any Property subject thereto.

     Section 2.05 Waivers. Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Obligations and notice of or proof of

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reliance by any Guaranteed Creditor upon the guarantee contained in this ARTICLE II or acceptance of the guarantee contained in this ARTICLE II; the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this ARTICLE II and no notice of creation of the Guarantor Obligations or any extension of credit already or hereafter contracted by or extended to the Borrowers need be given to any Guarantor; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Guaranteed Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this ARTICLE II. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to the Guarantor Obligations.

     Section 2.06 Guaranty Absolute and Unconditional.

          (a) Each Guarantor understands and agrees that the guarantee contained in this ARTICLE II is, and shall be construed as, a continuing, completed, absolute and unconditional guarantee of payment, and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following to the extent permitted by applicable law:

               (i) the invalidity or unenforceability of any Guaranteed Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Creditor;

               (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against any Guaranteed Creditor;

               (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Guarantor Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;

               (iv) any sale, lease or transfer of any or all of the assets of any Borrower or any other Guarantor, or any changes in the shareholders of any Borrower or the Guarantor; provided that upon any such sale, lease or transfer, such assets shall be released in accordance with Section 8.12 of the Collateral Agreement.

               (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Guarantor;

               (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantor Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other

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Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral for the Guarantor Obligations;

               (vii) the absence of any attempt to collect the Guarantor Obligations or any part of them from any Guarantor;

               (viii) (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrowers as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the Guarantor Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a claim against any Borrower or any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or

               (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrowers or such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained in this ARTICLE II, in bankruptcy or in any other instance.

          (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

     Section 2.07 Reinstatement. The guarantee contained in this ARTICLE II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guarantor Obligations is rescinded or must otherwise be restored or returned by any Guaranteed Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any

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Guarantor or any substantial part of its Property, or otherwise, all as though such payments had not been made.

     Section 2.08 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the US Administrative Agent, for the ratable benefit of the Guaranteed Creditors, without set-off, deduction or counterclaim in dollars, in immediately available funds, at its US Principal Office.

ARTICLE III
Representations and Warranties

     To induce the US Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder and to induce the Guaranteed Creditors to enter into Hedging Agreements and Treasury Management Agreements with the Borrowers and their Restricted Subsidiaries (other than any ABS Subsidiary), each Guarantor hereby represents and warrants to the US Administrative Agent and each Lender for itself only that:

     Section 3.01 Representations in Credit Agreement. In the case of such Guarantor, the representations and warranties set forth in Article VII of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party are true and correct in all material respects, provided that each reference in each such representation and warranty to each Borrower’s knowledge, as applicable, shall, for the purposes of this Section 3.01, be deemed to be a reference to such Guarantor’s knowledge.

     Section 3.02 Benefit to the Guarantor. The Borrowers are members of an affiliated group of companies that includes each Guarantor. Each Guarantor is a Subsidiary of the US Borrower, and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, the Borrowers, and it has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Guarantor and the Borrowers.

     Section 3.03 Solvency. Such Guarantor (a) is not insolvent as of the date hereof and will not be rendered insolvent as a result of this Agreement (after giving effect to Section 2.02), (b) is not engaged in business or a transaction, or about to engage in a business or a transaction, for which any Property remaining with it constitute unreasonably small capital and (c) does not intend to incur, or believe it will incur, Debt that will be beyond its ability to pay as such Debt matures.

ARTICLE IV
Covenants

     Each Guarantor covenants and agrees with the US Administrative Agent and the Lenders for itself only that, from and after the date of this Agreement until the Guarantor Obligations shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section

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2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments shall have terminated:

     Section 4.01 Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

ARTICLE V
The US Administrative Agent

     Section 5.01 Authority of US Administrative Agent. Each Guarantor acknowledges that the rights and responsibilities of the US Administrative Agent under this Agreement with respect to any action taken by the US Administrative Agent or the exercise or non-exercise by the US Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the US Administrative Agent and the Guaranteed Creditors, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the US Administrative Agent and the Guarantors, the US Administrative Agent shall be conclusively presumed to be acting as agent for the Guaranteed Creditors with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

ARTICLE VI
Subordination of Indebtedness

     Section 6.01 Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and obligations of the Borrowers or any other Guarantor to any other Guarantor, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by. After and during the continuation of an Event of Default, no Guarantor shall receive or collect, directly or indirectly, from any obligor in respect thereof any amount upon the Guarantor Claims.

     Section 6.02 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Guarantor, the US Administrative Agent on behalf of the US Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to the US Administrative Agent for the benefit of the US Administrative Agent and the Guaranteed Creditors for application against the Guarantor Obligations as provided under Section 11.02(b) of the Credit Agreement. Should

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any Agent or Guaranteed Creditor receive, for application upon the Guarantor Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between such Guarantors, shall constitute a credit upon the Guarantor Claims, then upon payment in full in cash of the Guarantor Obligations, the expiration of all Letters of Credit (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the US Administrative Agent and the Guaranteed Creditors to the extent that such payments to the US Administrative Agent and the Lenders on the Guarantor Claims have contributed toward the liquidation of the Guarantor Obligations, and such subrogation shall be with respect to that proportion of the Guarantor Obligations which would have been unpaid if the US Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Guarantor Claims.

     Section 6.03 Payments Held in Trust. In the event that notwithstanding Section 6.01 and Section 6.02, any Guarantor should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the US Administrative Agent and the Guaranteed Creditors an amount equal to the amount of all funds, payments, claims or distributions so received, and (b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the US Administrative Agent, for the benefit of the Guaranteed Creditors; and each Guarantor covenants promptly to pay the same to the US Administrative Agent.

     Section 6.04 Liens Subordinate. Each Guarantor agrees that, until the Guarantor Obligations are paid in full in cash, the expiration of all Letters of Credit (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, any Liens securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Guarantor Obligations, regardless of whether such encumbrances in favor of such Guarantor, the US Administrative Agent or any Guaranteed Creditor presently exist or are hereafter created or attach. Without the prior written consent of the US Administrative Agent, no Guarantor, during the period in which any of the Guarantor Obligations are outstanding, any Letters of Credit are outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) or the Aggregate Commitments are in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Guarantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it that secures Guarantors Claims.

     Section 6.05 Notation of Records. Upon the request of the US Administrative Agent, all promissory notes and all accounts receivable ledgers or other evidence of the Guarantor Claims accepted by or held by any Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.

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ARTICLE VII
Miscellaneous

     Section 7.01 Waiver. No failure on the part of the US Administrative Agent or any Guaranteed Creditor to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a waiver of any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity.

     Section 7.02 Notices. All notices and other communications provided for herein shall be given in the manner and subject to the terms of Section 13.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

     Section 7.03 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 13.04 of the Credit Agreement.

     Section 7.04 Successors and Assigns. Except as set forth in the immediately following sentence, the provisions of this Agreement shall be binding upon the Guarantors and their successors and assigns and shall inure to the benefit of the US Administrative Agent and the Guaranteed Creditors and their respective successors and permitted assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the US Administrative Agent and the Lenders unless otherwise permitted by the terms of the Credit Agreement or this Agreement, and any such purported assignment, transfer or delegation shall be null and void. A Guarantor shall automatically cease to be a party hereto, and shall be released pursuant to Section 9.07(d) of the Credit Agreement from its obligations hereunder, upon such Guarantor ceasing to be a Significant Domestic Subsidiary wholly-owned by the US Borrower in accordance with the Credit Agreement.

     Section 7.05 Survival; Revival; Reinstatement.

          (a) All covenants, agreements, representations and warranties made by any Guarantor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document to which it is a party shall be considered to have been relied upon by the US Administrative Agent, the other Agents, the Issuing Bank and the Lenders and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the US Administrative Agent, the other Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on

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any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and so long as the Aggregate Commitments have not expired or terminated.

          (b) To the extent that any payments on the Guarantor Obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Guarantor Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the US Administrative Agent’s and the Guaranteed Creditors’ Liens, security interests, rights, powers and remedies under this Agreement and each other Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrowers shall take such action as may be reasonably requested by the US Administrative Agent and the Guaranteed Creditors to effect such reinstatement.

     Section 7.06 Counterparts; Integration; Effectiveness; Conflicts.

          (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

          (b) This Agreement and the other Loan Documents embody the entire agreement and understanding between the parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. This Agreement and the Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

          (c) This Agreement shall become effective when it shall have been executed by the US Administrative Agent and when the US Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

          (d) In the event of a conflict between the provisions hereof and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall control.

     Section 7.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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     Section 7.08 Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under Hedging Agreements and Treasury Management Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of the Guarantor owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 7.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. Notwithstanding anything to the contrary contained in this Agreement, the Lenders hereby agree that they shall not set off any funds in any lock boxes whatsoever in connection with this Agreement, except for such lock boxes which may be established in connection with this Agreement.

     Section 7.09 Governing Law; Submission to Jurisdiction.

          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS IN HOUSTON, TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

          (c) EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR AS UPDATED FROM TIME TO TIME, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

          (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE US ADMINISTRATIVE AGENT OR ANY LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE

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LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY OTHER JURISDICTION.

          (e) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE US ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 7.09.

     Section 7.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     Section 7.11 Acknowledgments. Each Guarantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

          (b) neither the US Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and the US Administrative Agent and Guaranteed Creditors, on the other hand, in connection herewith or therewith is solely that of guarantor and creditor;

          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Guaranteed Creditors or among the Guarantors and the Guaranteed Creditors; and

          (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the

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Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

     Section 7.12 Additional Guarantors. Each Subsidiary that is required to become a party to this Agreement pursuant to Section 9.07(a) of the Credit Agreement shall become a Guarantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto and shall thereafter have the same rights, benefits and obligations as a Guarantor party hereto on the date hereof.

     Section 7.13 Acceptance. Each Guarantor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the US Administrative Agent and the Guaranteed Creditors being conclusively presumed by their request for this Agreement and delivery of the same to the US Administrative Agent.

[Signatures Begin Next Page]

     IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly executed and delivered as of the date first above written.

GUARANTORS:	EXTERRAN, INC.
	By:	/s/ J. Michael Anderson
	Name:	J. Michael Anderson
	Title:	Senior Vice President
	EI LEASING LLC
	By: EXTERRAN, INC.,        its sole member
		By:	/s/ J. Michael Anderson
		Name:	J. Michael Anderson
		Title:	Senior Vice President
	UCI MLP LP LLC
	By:	/s/ Pamela A. Jasinski
	Name:	Pamela A. Jasinski
	Title:	Manager
	EXTERRAN ENERGY SOLUTIONS, L.P.,
	By:	HANOVER COMPRESSION GENERAL HOLDINGS LLC
		By:	/s/ Brian A. Matusek
		Name:	Brian A. Matusek
		Title:	President and Manager

Signature Page — US Guaranty Agreement

Acknowledged and Agreed to as
of the date hereof by:

US ADMINISTRATIVE AGENT:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By: Name: Title:	By: /s/ Todd Schanzlin Todd Schanzlin Vice President

Signature Page — US Guaranty Agreement

Annex I

ASSUMPTION AGREEMENT

          This ASSUMPTION AGREEMENT, dated as of [     ], 200[  ], made by [     ], a [     ] (the “Additional Guarantor”), in favor of Wachovia Bank, National Association, as administrative agent (in such capacity, the “US Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (defined below) and, in the case of any Guaranteed Hedging Agreement or any Guaranteed Treasury Management Agreement referred to in the Guaranty Agreement (defined below), any Lender Affiliate (as defined in the Credit Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H:

          WHEREAS, Exterran Holdings, Inc., a Delaware corporation (the “US Borrower”) and Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the Administrative Agents, the Lenders and the other Agents party thereto have entered into a Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

          WHEREAS, in connection with the Credit Agreement, certain Affiliates (other than the Additional Guarantor) of the Borrowers (each a “Guarantor”) have entered into the US Guaranty Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “US Guaranty Agreement”) in favor of the US Administrative Agent for the ratable benefit of the Guaranteed Creditors;

          WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the Guaranty Agreement; and

          WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Guaranty Agreement. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 7.12 of the Guaranty Agreement, hereby becomes a party to the Guaranty Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule 1 to the Guaranty Agreement. The Additional Guarantor hereby represents and warrants that each of the representations and warranties as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party contained in Article III of the Guaranty

Annex 1-1

Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of such date, such representations and warranties shall continue to be true and correct as of such specified earlier date.

          2. Governing Law. This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTOR]

By:

Name:

Title:

Annex 1-2

Annex 1-A

NOTICE ADDRESS OF ADDITIONAL GUARANTOR

Annex 1-3

Schedule 1

NOTICE ADDRESSES OF GUARANTORS

If to Exterran, Inc., EI Leasing LLC, UCI MLP LP LLC or Exterran Energy Solutions, L.P.:

4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

With a copy to:

4444 Brittmoore Road
Houston, Texas 77041
Attention: General Counsel
Telecopier No.: 713-335-7867

and

Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002
Attention: Steve Krebs
Telecopier No.: 713-229-7767

Schedule 1 - 1

EX-10.5

EXHIBIT 10.5

US PLEDGE AGREEMENT
(Assignment of Pledged Securities)

made by

EXTERRAN HOLDINGS, INC.,

EXTERRAN, INC.

EXTERRAN ENERGY SOLUTIONS, L.P.

HANOVER COMPRESSION GENERAL HOLDINGS LLC,

HANOVER HL, LLC,

ENTERRA COMPRESSION INVESTMENT COMPANY,

UCI MLP LP LLC,

UCO GENERAL PARTNER, LP,

UCI GP LP LLC

and

UCO GP, LLC,
as Pledgors

to

WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent

Effective as of August 20, 2007

TABLE OF CONTENTS

ARTICLE 1
Definitions
Section 1.01 Terms Defined Above	2
Section 1.02 Certain Definitions	2
Section 1.03 Rules of Interpretation	4
ARTICLE 2
Security Interest
Section 2.01 Pledge	4
Section 2.02 Collateral	4
Section 2.03 No Subrogation	5
Section 2.04 Amendments, Etc. with respect to the Obligations	5
Section 2.05 Waivers	6
Section 2.06 Pledge Absolute and Unconditional	6
Section 2.07 Reinstatement	8
ARTICLE 3
Representations and Warranties
Section 3.01 Ownership of Collateral; Encumbrances	9
Section 3.02 No Required Consent	9
Section 3.03 Pledged Securities	9
Section 3.04 First Priority Security Interest	9
Section 3.05 Collateral	9
Section 3.06 Pledgor’s Location	9
Section 3.07 Benefit to the Pledgor	10
ARTICLE 4
Covenants and Agreements
Section 4.01 Covenants in Credit Agreement	10
Section 4.02 Maintenance of Perfected Security Interest; Further Documentation	10
Section 4.03 Changes in Locations, Name, Etc	11
Section 4.04 Pledged Securities	11
Section 4.05 Article 8 of the UCC	12
ARTICLE 5
Remedial Provisions
Section 5.01 UCC and Other Remedies	12
Section 5.02 Pledged Securities	14
Section 5.03 Private Sales of Pledged Securities	15
Section 5.04 Non-Judicial Enforcement	16

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ARTICLE 6
The US Administrative Agent
Section 6.01 US Administrative Agent’s Appointment as Attorney-in-Fact, Etc	16
Section 6.02 Duty of US Administrative Agent	18
Section 6.03 Filing of Financing Statements	18
Section 6.04 Authority of US Administrative Agent	18
ARTICLE 7
Miscellaneous
Section 7.01 Waiver	19
Section 7.02 Notices	19
Section 7.03 Amendments in Writing	19
Section 7.04 Successors and Assigns	19
Section 7.05 Survival; Revival; Reinstatement	19
Section 7.06 Counterparts; Integration; Effectiveness; Conflicts	20
Section 7.07 Severability	21
Section 7.08 Governing Law; Submission to Jurisdiction	21
Section 7.09 Headings	22
Section 7.10 Acknowledgments	22
Section 7.11 Additional Pledgors and Pledgors	23
Section 7.12 Releases	23
Section 7.13 Acceptance	24

ANNEXES:

I	Form of Assumption Agreement
II	Form of Supplement

SCHEDULES:

1	Notice Addresses of Pledgors
2	Description of Pledged Securities
3	Filings and Other Actions Required to Perfect Security Interests
4	Location of Jurisdiction of Organization and Chief Executive Office

ii 

US PLEDGE AGREEMENT
(Assignment of Pledged Securities)

     This US PLEDGE AGREEMENT, dated as of August 20, 2007, is made by EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), EXTERRAN, INC., a Texas corporation, EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership, HANOVER COMPRESSION GENERAL HOLDINGS LLC, a Delaware limited liability company, HANOVER HL, LLC, a Delaware limited liability company, ENTERRA COMPRESSION INVESTMENT COMPANY, a Delaware corporation, UCI MLP LP LLC, a Delaware limited liability company, UCO GENERAL PARTNER, LP, a Delaware limited partnership, UCI GP LP LLC, a Delaware limited liability company, UCO GP, LLC, a Delaware limited liability company and each of the Subsidiaries that become a party hereto from time to time after the date hereof (collectively, the “Pledgors”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, with offices at 301 South College Street, Charlotte, North Carolina 28288, as administrative agent (in such capacity, together with its successors in such capacity, the “US Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the Lenders, the Administrative Agents and the other Agents party thereto.

R E C I T A L S

     A. The Borrowers have requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrowers.

     B. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of the Credit Agreement.

     C. It is a condition precedent and a continuing covenant to the obligation of the Lenders to make their loans and extensions of credit to the Borrowers under the Credit Agreement that the Pledgors shall have executed and delivered this Agreement to the US Administrative Agent for the ratable benefit of the Secured Creditors.

     D. NOW, THEREFORE, in consideration of the premises herein and to induce the US Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders and Secured Creditors to make their respective extensions of credit to the Borrowers thereunder and in connection therewith, the parties hereto agree as follows:

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ARTICLE 1
Definitions

     Section 1.01 Terms Defined Above. As used in this Agreement, the terms defined above shall have the meanings respectively assigned to them.

     Section 1.02 Certain Definitions.

          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement, and all terms which are defined in the UCC are used herein as so defined.

          (b) As used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

     “Agreement” means this US Pledge Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

     “Borrower Obligations” means the collective reference to the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of the Borrowers and all Restricted Subsidiaries (including, without limitation, all Indebtedness) of every kind or description arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Secured Documents, including, without limitation, the unpaid principal of and interest on the Aggregate Credit Exposure and all other obligations and liabilities of the Borrowers and all Restricted Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and LC Exposure and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Secured Creditors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Secured Documents, whether on account of principal, interest, premium, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable costs, fees and disbursements that are required to be paid by the Borrowers pursuant to the terms of any Secured Document).

     “Issuers” means the collective reference to each issuer of Pledged Securities.

     “Obligations” means with respect to any Pledgor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Pledgor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any Secured Document to which such Pledgor is a

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party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements that are required to be paid pursuant to the terms of any Secured Document).

     “Pledged Securities” has the meaning assigned in Section 2.02(a).

     “Proceeds” means all “proceeds” as such term is defined in Section 9.102(65) of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

     “Secured Creditors” means the collective reference to the Administrative Agents, the Issuing Banks, the Lenders and the Lenders and Affiliates of Lenders that are parties to Secured Hedging Agreements and Secured Treasury Management Agreements.

     “Secured Documents” means the collective reference to the Credit Agreement, the other Loan Documents, each Secured Hedging Agreement, each Secured Treasury Management Agreement and any other document made, delivered or given in connection with any of the foregoing.

     “Secured Hedging Agreement” means any Hedging Agreement between any Borrower or its Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Hedging Agreement between such Persons in existence prior to the date hereof, but excluding any Hedging Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Hedging Agreement ceases to be a Secured Hedging Agreement if the Person that is the counterparty to such Borrower or its Restricted Subsidiary under a Hedging Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

     “Secured Treasury Management Agreement” means any Treasury Management Agreement between any Borrower or its Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Treasury Management Agreement between such Persons in existence prior to the date hereof, but excluding any Treasury Management Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Treasury Management Agreement ceases to be a Secured Treasury Management Agreement if the Person that is the counterparty to such Borrower or its Restricted Subsidiary under a Treasury Management Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

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     “Securities Act” means the Securities Act of 1933, as amended.

     “UCC” means the Uniform Commercial Code as from time to time in effect in the State of Texas; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Secured Creditors’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

     Section 1.03 Rules of Interpretation. Section 1.04 of the Credit Agreement is hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

ARTICLE 2
Security Interest

     Section 2.01 Pledge. Each Pledgor hereby pledges, assigns, transfers and grants to the US Administrative Agent for the ratable benefit of the Secured Creditors a security interest in and right of set-off against all of such Pledgor’s rights, whether now owned or hereafter acquired, in and to the assets referred to in Section 2.02 (the “Collateral”) to secure the prompt payment and performance of the “Obligations” (as defined in Section 1.02) and the performance by such Pledgor of this Agreement.

     Section 2.02 Collateral.

     (a) The Collateral consists of the “Pledged Securities” which means: (i) the Equity Interests described or referred to in Schedule 2 (as the same may be supplemented from time to time pursuant to a Supplement in substantially the form of Annex II); and (ii) (A) the certificates or instruments, if any, representing such Equity Interests, (B) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities and interests, (C) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties, (D) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (E) all security entitlements in respect of any of the foregoing, if any and (F) all books and records relating to any of the Property referred to in this definition.

     (b) It is expressly contemplated that additional Property may from time to time be pledged, assigned, transferred or granted to the US Administrative Agent as additional security for the Obligations, and the term “Collateral” as used herein shall be deemed for all purposes hereof to include all such additional Property, together with all other Property of the types described in clause (a) above related thereto; provided, however, that in no event shall the term “Collateral” or “Pledged Securities” include

4

more than 65% of the issued and outstanding shares of Equity Interests of any first tier Foreign Subsidiary nor any Equity Interests of any other Foreign Subsidiary. All certificates or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the US Administrative Agent or a Person designated by the US Administrative Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the US Administrative Agent. Notwithstanding the preceding sentence, at the US Administrative Agent’s discretion, all Pledged Securities must be delivered or transferred in such manner as to permit the US Administrative Agent to be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of the UCC (if the US Administrative Agent otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the US Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the US Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 5.03. In addition, during the continuance of an Event of Default, the US Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

     Section 2.03 No Subrogation. Notwithstanding any payment made by any Pledgor hereunder or any set-off or application of funds of any Pledgor by any Secured Creditor, no Pledgor shall be entitled to exercise any right of subrogation to any Secured Creditor against any Borrower or any other Pledgor or any collateral security or pledge or guarantee or right of offset held by any Secured Creditor for the payment of the Obligations, nor shall any Pledgor seek or be entitled to exercise any right to seek any indemnity, exoneration, participation, contribution or reimbursement from any Borrower or any other Pledgor in respect of payments made by such Pledgor hereunder, until all amounts owing to the Secured Creditors on account of the Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to any Pledgor on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such amount shall be held by such Pledgor in trust for the Secured Creditors, and shall, forthwith upon receipt by such Pledgor, be turned over to the US Administrative Agent in the exact form received by such Pledgor (duly indorsed by such Pledgor to the US Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 11.02(c) of the Credit Agreement.

     Section 2.04 Amendments, Etc. with respect to the Obligations. Each Pledgor shall remain obligated hereunder, and such Pledgor’s obligations hereunder shall not be released,

5

discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Pledgor and without notice to, demand upon or further assent by any Pledgor (which notice, demand and assent requirements are hereby expressly waived by such Pledgor), (a) any demand for payment of any of the Obligations made by any Secured Creditor may be rescinded by such Secured Creditor or otherwise and any of the Obligations continued; (b) the Obligations, the liability of any other Person upon or for any part thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Secured Creditor; (c) any Secured Document may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Creditors may deem advisable from time to time; (d) any collateral security, pledge, guarantee or right of offset at any time held by any Secured Creditor for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. No Secured Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the pledge contained in this ARTICLE II or any Property subject thereto.

     Section 2.05 Waivers. Each Pledgor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Creditor upon the pledge contained in this ARTICLE II or acceptance of the pledge contained in this ARTICLE II; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the pledge contained in this ARTICLE II and no notice of creation of the Obligations or any extension of credit already or hereafter contracted by or extended to the Borrowers need be given to any Pledgor; and all dealings between any Borrower and any of the Pledgors, on the one hand, and the Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the pledge contained in this ARTICLE II. To the extent permitted by applicable law, each Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Pledgors with respect to the Obligations.

     Section 2.06 Pledge Absolute and Unconditional.

     (a) Except as provided in Section 7.12, each Pledgor understands and agrees that the pledge contained in this ARTICLE II is, and shall be construed as, a continuing, completed, absolute and unconditional pledge, and each Pledgor hereby waives any defense of a surety or guarantor or pledgor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following to the extent permitted by applicable law:

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     (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditor;

     (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against any Secured Creditor;

     (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any other Pledgor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;

     (iv) any sale, lease or transfer of any or all of the assets of any Borrower or any other Pledgor, or any changes in the shareholders of any Borrower or the Pledgor;

     (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Pledgor;

     (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Pledgors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral for the Obligations;

     (vii) the absence of any attempt to collect the Obligations or any part of them from any Pledgor;

     (viii) (A) any Secured Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Creditors or any of them for any reason; or (G) failure by

7

any Secured Creditor to file or enforce a claim against any Borrower or any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or

     (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrowers or such Pledgor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of such Pledgor under the pledge contained in this ARTICLE II, in bankruptcy or in any other instance.

     (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Pledgor, any Secured Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any Borrower, any other Pledgor or any other Person or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Pledgor or any other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Pledgor or any other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any Pledgor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

     Section 2.07 Reinstatement. The pledge contained in this ARTICLE II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by any Secured Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Pledgor or any substantial part of its Property, or otherwise, all as though such payments had not been made.

ARTICLE 3
Representations and Warranties

     To induce the US Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder and to induce the Secured Creditors to enter into Hedging Agreements and Treasury Management Agreements with the Borrowers and their Restricted Subsidiaries (other than any ABS Subsidiary), each Pledgor hereby represents and warrants to the US Administrative Agent and each Lender for itself only that:

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     Section 3.01 Ownership of Collateral; Encumbrances. Except as otherwise permitted by the Credit Agreement, the Pledgors are the record and beneficial owners of the Collateral free and clear of any Lien except for the security interest created by this Agreement, and the Pledgors have full right, power and authority to pledge, assign and grant a security interest in the Collateral to the US Administrative Agent.

     Section 3.02 No Required Consent. No authorization, consent, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than the filing of financing statements) is required for (a) the due execution, delivery and performance by such Pledgor of this Agreement, (b) the grant by such Pledgor of the security interest granted by this Agreement or (c) the perfection of such security interest.

     Section 3.03 Pledged Securities. The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed on Schedule 2. The shares and interests of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares and interests of all classes of the Equity Interests of each Issuer owned by such Pledgor (or in the case of any Issuer that is a Foreign Subsidiary, 65% of all the issued and outstanding shares and interests of all classes of the Equity Interests of such Issuer (except as otherwise noted on Schedule 2)). All the shares and interests of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable, and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement or as permitted under the Credit Agreement, and has the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any other Lien except as permitted under the Credit Agreement.

     Section 3.04 First Priority Security Interest. The pledge of Pledged Securities pursuant to this Agreement and the filing of appropriate financing statements in the locations described on Schedule 3 create a valid and perfected first priority security interest in the Collateral, enforceable against such Pledgor and all third parties and securing payment of the Obligations; provided that, in the case of a Foreign Subsidiary, the laws of the jurisdiction of formation of such Foreign Subsidiary may require further action to perfect such security interests and may affect the priority of such security interests.

     Section 3.05 Collateral. All statements to other factual information provided by such Pledgor to the US Administrative Agent describing or with respect to the Collateral is or (in the case of subsequently furnished information) will be when provided correct and complete in all material respects.

     Section 3.06 Pledgor’s Location. On the date hereof, the correct legal name of such Pledgor, such Pledgor’s jurisdiction of organization and organizational number, and the location(s) of such Pledgor’s chief executive office or sole place of business are specified on Schedule 4.

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     Section 3.07 Benefit to the Pledgor. The Borrowers are members of an affiliated group of companies that includes each Pledgor. Each Pledgor is a Subsidiary of the US Borrower, and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, the Borrowers, and it has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Pledgor and the Borrowers.

ARTICLE 4
Covenants and Agreements

     Each Pledgor covenants and agrees with the US Administrative Agent and the Lenders for itself only that, from and after the date of this Agreement until the Obligations under the Credit Agreement shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments shall have terminated:

     Section 4.01 Covenants in Credit Agreement. In the case of each Pledgor, such Pledgor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Pledgor or any of its Restricted Subsidiaries.

     Section 4.02 Maintenance of Perfected Security Interest; Further Documentation. Except as set forth in the Credit Agreement, including, without limitation, any merger, consolidation, liquidation, sale, assignment, transfer or other disposition permitted by Section 10.08 or 10.14 of the Credit Agreement, each Pledgor agrees that:

          (a) it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.04 and shall defend such security interest against the claims and demands of all Persons whomsoever;

          (b) it will furnish to the US Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the US Administrative Agent may reasonably request, all in reasonable detail; and

          (c) at any time and from time to time, upon the written request of the US Administrative Agent, and at the sole expense of such Pledgor, it will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the US Administrative Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the delivery of certificated securities and the filing of any financing or continuation statements under the UCC (or other similar domestic laws) in effect in any jurisdiction with respect to the security interests created hereby.

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     Section 4.03 Changes in Locations, Name, Etc. Such Pledgor recognizes that financing statements pertaining to the Collateral have been or may be filed where such Pledgor is organized. Without limitation of Section 9.03 of the Credit Agreement or any other covenant herein, such Pledgor will not cause or permit any change in (a) its corporate name, (b) its identity or corporate structure or in the jurisdiction in which it is incorporated or formed, (c) its jurisdiction of organization or its organizational identification number in such jurisdiction of organization or (d) its federal taxpayer identification number, unless, in each case, such Pledgor shall have first (i) notified the US Administrative Agent of such change prior to the effective date of such change, and (ii) taken all action reasonably requested by the US Administrative Agent for the purpose of maintaining the perfection and priority of the US Administrative Agent’s security interests under this Agreement. In any notice furnished pursuant to this Section 4.03, such Pledgor will expressly state in a conspicuous manner that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of the US Administrative Agent’s security interest in the Collateral.

     Section 4.04 Pledged Securities. In the case of each Pledgor, such Pledgor agrees that:

          (a) if such Pledgor shall become entitled to receive or shall receive any Equity Interest certificate (including, without limitation, any certificate representing an Equity Interest dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Securities of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares or interests of the Pledged Securities, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Creditors, hold the same in trust for the Secured Creditors, segregated from other Property of such Pledgor, and deliver the same forthwith to the US Administrative Agent in the exact form received, duly indorsed by such Pledgor to the US Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the US Administrative Agent so requests, signature guaranteed, to be held by the US Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided that the foregoing shall apply only to 65% of such shares, interests or rights in the case of an Issuer that is a Foreign Subsidiary;

          (b) without the prior written consent of the US Administrative Agent, such Pledgor will not, unless otherwise expressly permitted hereby or under the other Loan Documents, (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the US Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof;

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          (c) in the case of each Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the US Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 5.02(a) and Section 5.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.02(d) or Section 5.03 with respect to the Pledged Securities issued by it;

          (d) such Pledgor shall furnish to the US Administrative Agent such stock powers and other instruments as may be reasonably required by the US Administrative Agent to assure the transferability of the Pledged Securities when and as often as may be reasonably requested by the US Administrative Agent; and

          (e) the Pledged Securities (except for LP Units and Subordinated Units) will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof owned by any Pledgor (or in the case of any Issuer that is a Foreign Subsidiary, not less than 65% of the Equity Interests of such Issuer (except as otherwise noted on Schedule 2)). Such Pledgor will not permit any Issuer (other than EPLP) of any of the Pledged Securities to issue any new shares or interests of any class of Equity Interests of such Issuer unless such shares are pledged pursuant to this Agreement.

          (f) Notwithstanding any contrary provisions contained in this Agreement, with respect to Issuers that are Foreign Subsidiaries, the Pledgors are required to pledge 65% of the Equity Interests of such Issuers (except as otherwise noted on Schedule 2) and to deliver the applicable certificates and stock powers duly executed in blank for such Equity Interests to the US Administrative Agent but shall not be required to take any additional actions to perfect the security interest of the Secured Creditors in such Pledged Securities.

     Section 4.05 Article 8 of the UCC. To the extent that any Pledgor has opted into Article 8 of the UCC, such Pledgor may not opt out of Article 8 of the UCC without the prior written consent of the US Administrative Agent.

ARTICLE 5
Remedial Provisions

     Section 5.01 UCC and Other Remedies.

          (a) Upon the occurrence and during the continuance of an Event of Default, the US Administrative Agent, on behalf of the Secured Creditors, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the US Administrative Agent, without demand of performance or other demand, presentment, protest,

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advertisement or notice of any kind (except any notice required by applicable law) to or upon any Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Creditor or elsewhere upon such commercially reasonable terms and conditions as it may deem advisable and at such commercially reasonable prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby waived and released. Any such sale or transfer by the US Administrative Agent either to itself or to any other Person shall, to the fullest extent permitted under applicable law, be absolutely free from any claim of right by any Pledgor, including any equity or right of redemption, stay or appraisal which any Pledgor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Pledgor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the US Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The US Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the US Administrative Agent and the Secured Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the Credit Agreement, and only after such application and after the payment by the US Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9.615 of the UCC, need the US Administrative Agent account for the surplus, if any, to any Pledgor. To the extent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the US Administrative Agent or any Secured Creditor arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

          (b) In the event that the US Administrative Agent elects not to sell the Collateral, the US Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner.

          (c) The US Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

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     Section 5.02 Pledged Securities.

          (a) Unless an Event of Default shall have occurred and be continuing and the US Administrative Agent shall have given notice to the relevant Pledgor of the US Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.02, each Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting, consent and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Pledgor that would impair the Collateral or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document or, without the prior consent of the US Administrative Agent, enable or permit any Issuer of Pledged Securities to issue any Equity Interests or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any Issuer of Pledged Securities other than as permitted by the Loan Documents.

          (b) Upon the occurrence and during the continuance of an Event of Default, upon notice by the US Administrative Agent of its intent to exercise such rights to the relevant Pledgor or Pledgors, (i) the US Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the US Administrative Agent or its nominee, and (iii) the US Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Pledgor or the US Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the US Administrative Agent may determine), all without liability except to account for Property actually received by it, but the US Administrative Agent shall have no duty to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

          (c) In order to permit the US Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the US Administrative Agent all such proxies, dividend payment orders and other instruments as the US Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the US Administrative Agent an

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irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the earlier of (x) the absence any Event of Default and (y) the payment in full in cash of the Obligations under the Credit Agreement.

          (d) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Pledgor hereunder to (i) comply with any instruction received by it from the US Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the US Administrative Agent.

          (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of each Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the US Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the US Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

     Section 5.03 Private Sales of Pledged Securities.

          (a) Each Pledgor recognizes that the US Administrative Agent may be unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The US Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer thereof to register such securities

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for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

          (b) Each Pledgor agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Securities pursuant to this Section 5.03 valid and binding and in compliance with any and all other applicable Governmental Requirements; provided, however, that such Pledgor shall not be required to register such securities for public sale under the Securities Act. Each Pledgor further agrees that a breach of any of the covenants contained in this Section 5.03 will cause irreparable injury to the Secured Creditors, that the Secured Creditors have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.03 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is continuing under the Credit Agreement.

     Section 5.04 Non-Judicial Enforcement. The US Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Pledgor expressly waives any and all legal rights which might otherwise require the US Administrative Agent to enforce its rights by judicial process.

ARTICLE 6
The US Administrative Agent

     Section 6.01 US Administrative Agent’s Appointment as Attorney-in-Fact, Etc.

          (a) Anything in this Section 6.01(a) to the contrary notwithstanding, the US Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.01(a) unless an Event of Default shall have occurred and be continuing. Each Pledgor hereby irrevocably constitutes and appoints the US Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Pledgor and in the name of such Pledgor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Pledgor hereby gives the US Administrative Agent the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor, to do any or all of the following:

     (i) unless being disputed under Section 9.03(a) of the Credit Agreement, pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral;

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     (ii) execute, in connection with any sale provided for in Section 5.01 or Section 5.03, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

     (iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the US Administrative Agent or as the US Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) in the name of such Pledgor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due with respect to any Collateral and commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (D) defend any suit, action or proceeding brought against such Pledgor with respect to any Collateral; (E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the US Administrative Agent may deem appropriate; and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the US Administrative Agent were the absolute owner thereof for all purposes, and do, at the US Administrative Agent’s option and such Pledgor’s expense, at any time, or from time to time, all acts and things which the US Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the US Administrative Agent’s and the Secured Creditors’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Pledgor might do.

          (b) If any Pledgor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the US Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

          (c) The reasonable expenses of the US Administrative Agent incurred in connection with actions undertaken as provided in this Section 6.01, together with interest thereon at a rate per annum equal to the Post-Default Rate, but in no event to exceed the Highest Lawful Rate, from the date of payment by the US Administrative Agent to the date reimbursed by the relevant Pledgor, shall be payable by such Pledgor to the US Administrative Agent on demand.

          (d) All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

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     Section 6.02 Duty of US Administrative Agent. The US Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9.207 of the UCC or otherwise, shall be to deal with it in the same manner as the US Administrative Agent deals with similar Property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. To the fullest extent permitted under applicable law, neither the US Administrative Agent, any Secured Creditor nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the US Administrative Agent and the Secured Creditors hereunder are solely to protect the US Administrative Agent’s and the Secured Creditors’ interests in the Collateral and shall not impose any duty upon the US Administrative Agent or any Secured Creditor to exercise any such powers. The US Administrative Agent and the Secured Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. To the fullest extent permitted by applicable law, the US Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Pledgor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the US Administrative Agent or any Secured Creditor to proceed against any Pledgor or other Person, exhaust any Collateral or enforce any other remedy which the US Administrative Agent or any Secured Creditor now has or may hereafter have against each Pledgor, any Pledgor or other Person.

     Section 6.03 Filing of Financing Statements. Pursuant to the UCC and any other applicable law, each Pledgor authorizes the US Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the US Administrative Agent reasonably determines appropriate to perfect the security interests of the US Administrative Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

     Section 6.04 Authority of US Administrative Agent. Each Pledgor acknowledges that the rights and responsibilities of the US Administrative Agent under this Agreement with respect to any action taken by the US Administrative Agent or the exercise or non-exercise by the US

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Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the US Administrative Agent and the Secured Creditors, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the US Administrative Agent and the Pledgors, the US Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Creditors with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

ARTICLE 7
Miscellaneous

     Section 7.01 Waiver. No failure on the part of the US Administrative Agent or any Secured Creditor to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a waiver of any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity.

     Section 7.02 Notices. All notices and other communications provided for herein shall be given in the manner and subject to the terms of Section 13.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Pledgor shall be addressed to such Pledgor at its notice address set forth on Schedule 1.

     Section 7.03 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 13.04 of the Credit Agreement.

     Section 7.04 Successors and Assigns. The provisions of this Agreement shall be binding upon the Pledgors and their successors and permitted assigns and shall inure to the benefit of the US Administrative Agent and the Secured Creditors and their respective successors and permitted assigns; provided that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the US Administrative Agent and the Lenders unless otherwise permitted by the terms of the Credit Agreement or this Agreement, and any such purported assignment, transfer or delegation shall be null and void.

     Section 7.05 Survival; Revival; Reinstatement.

          (a) All covenants, agreements, representations and warranties made by any Pledgor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document to which it is a party shall be considered to have been relied upon by the US Administrative Agent, the other Agents, the

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Issuing Bank and the Lenders and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the US Administrative Agent, the other Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and so long as the Aggregate Commitments have not expired or terminated.

          (b) To the extent that any payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the US Administrative Agent’s and the Secured Creditors’ Liens, security interests, rights, powers and remedies under this Agreement and each other Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Pledgors shall take such action as may be reasonably requested by the US Administrative Agent and the Secured Creditors to effect such reinstatement.

     Section 7.06 Counterparts; Integration; Effectiveness; Conflicts.

          (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

          (b) This Agreement and the other Loan Documents embody the entire agreement and understanding between the parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. This Agreement and the Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

          (c) This Agreement shall become effective when it shall have been executed by the US Administrative Agent and when the US Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

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          (d) In the event of a conflict between the provisions hereof and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall control.

     Section 7.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     Section 7.08 Governing Law; Submission to Jurisdiction.

          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS IN HOUSTON, TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

          (c) EACH PLEDGOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PLEDGOR AT ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR AS UPDATED FROM TIME TO TIME, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

          (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE US ADMINISTRATIVE AGENT OR ANY LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE PLEDGORS IN ANY OTHER JURISDICTION.

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          (e) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE US ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 7.08.

     Section 7.09 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     Section 7.10 Acknowledgments. Each Pledgor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

          (b) neither the US Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Pledgors, on the one hand, and the US Administrative Agent and Secured Creditors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Creditors or among the Pledgors and the Secured Creditors; and

          (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the

22

Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

     Section 7.11 Additional Pledgors and Pledgors. Each Subsidiary that is required to become a party to this Agreement pursuant to Section 9.07(a) of the Credit Agreement shall become a Pledgor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto and shall thereafter have the same rights, benefits and obligations as a Pledgor party hereto on the date hereof. Each Pledgor that is required to pledge the Equity Interests of its Subsidiaries pursuant to Section 9.07(a) of the Credit Agreement shall execute and deliver a Supplement in the form of Annex II hereto, if such Equity Interests were not previously pledged.

     Section 7.12 Releases.

          (a) Full Release. The grant of a security interest hereunder and all of rights, powers and remedies in connection herewith shall remain in full force and effect until the US Administrative Agent has (i) retransferred and delivered all Collateral in its possession to the Pledgors and (ii) executed a written release or termination statement and reassigned to the Pledgors without recourse or warranty any remaining Collateral and all rights conveyed hereby in accordance with the next sentence. Pursuant to the satisfaction of the conditions set forth in Section 9.07(d)(iv) of the Credit Agreement or upon the complete payment of the Obligations under the Credit Agreement (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the compliance by the Pledgors with all covenants and agreements hereof and the termination of the Aggregate Commitments, the US Administrative Agent, at the written request and expense of the Borrowers, will promptly release, reassign and transfer pursuant to Section 9.07(d) of the Credit Agreement the Collateral to the Pledgors and declare this Agreement to be of no further force or effect.

          (b) Partial Release. Notwithstanding anything contained herein to the contrary, the Pledgors are authorized to release pursuant to Section 9.07(d) of the Credit Agreement any Collateral that is Transferred in compliance with Sections 10.08 and 10.14 of the Credit Agreement at which point the liens and security interests shall terminate with respect to such Collateral and this Agreement shall have no further force or effect with respect to such released Collateral; provided that so long as the lien in favor of the US Administrative Agent continues in the proceeds of such Transfer of such Collateral, or to the extent such Collateral is Transferred to any Borrower or any Subsidiary Guarantor, such lien continues in such Collateral.

          (c) Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the US Administrative Agent

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or the Secured Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the US Administrative Agent and the Secured Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 7.12(a).

     Section 7.13 Acceptance. Each Pledgor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the US Administrative Agent and the Secured Creditors being conclusively presumed by their request for this Agreement and delivery of the same to the US Administrative Agent.

[Signatures Begin Next Page]

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     IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGORS:	EXTERRAN HOLDINGS, INC.
	By:	/s/ J. Michael Anderson
	Name: J. Michael Anderson
	Title: Senior Vice President
	EXTERRAN, INC.
	By:	/s/ J. Michael Anderson
	Name: J. Michael Anderson
	Title: Senior Vice President
	EXTERRAN ENERGY SOLUTIONS, L.P.
	By:	HANOVER COMPRESSION GENERAL HOLDINGS LLC,
		its general partner
	By:	/s/ Brian A. Matusek
	Name: Brian A. Matusek
	Title: President and Manager
	HANOVER COMPRESSION GENERAL HOLDINGS LLC
	By:	/s/ Brian A. Matusek
	Name: Brian A. Matusek
	Title: President and Manager

Signature Page — US Pledge Agreement

HANOVER HL, LLC
By:	/s/ Charles R. Scott
Name: Charles R. Scott
Title: President and Manager
ENTERRA COMPRESSION INVESTMENT COMPANY
By:	/s/ J. Michael Anderson
Name: J. Michael Anderson
Title: Senior Vice President
UCI MLP LP LLC
By:	/s/ Pamela A. Jasinski
Name: Pamela A. Jasinski
Title: Manager
UCO GENERAL PARTNER, LP
By: UCO GP, LLC,
	its general partner
By:	/s/ J. Michael Anderson
Name: J. Michael Anderson
Title: Senior Vice President
UCI GP LP LLC
By:	/s/ Pamela A. Jasinksi
Name: Pamela A. Jasinski
Title: Manager

Signature Page — US Pledge Agreement

UCO GP, LLC
By:	/s/ J. Michael Anderson
Name: J. Michael Anderson
Title: Senior Vice President

Signature Page — US Pledge Agreement

US ADMINISTRATIVE AGENT:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:	/s/ Todd Schanzlin
	Name: Todd Schanzlin
	Title: Director

Signature Page — US Pledge Agreement

Annex I

ASSUMPTION AGREEMENT

     This ASSUMPTION AGREEMENT, dated as of [ ], 200[ ], made by [ ], a [ ] (the “Additional Pledgor”), in favor of Wachovia Bank, National Association, as administrative agent (in such capacity, the “US Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (defined below) and, in the case of any Secured Hedging Agreement or any Secured Treasury Management Agreement referred to in the Pledge Agreement (defined below), any Lender Affiliate (as defined in the Credit Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H:

     WHEREAS, Exterran Holdings, Inc., a Delaware corporation (the “US Borrower”) and Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the Administrative Agents, the Lenders and the other Agents party thereto have entered into a Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

     WHEREAS, in connection with the Credit Agreement, certain Affiliates (other than the Additional Pledgor) of the Borrowers have entered into the US Pledge Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “US Pledge Agreement”) in favor of the US Administrative Agent for the benefit of the Secured Creditors;

     WHEREAS, the Credit Agreement requires the Additional Pledgor to become a party to the Pledge Agreement; and

     WHEREAS, the Additional Pledgor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Pledge Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1. Pledge Agreement. By executing and delivering this Assumption Agreement, the Additional Pledgor, as provided in Section 7.11 of the Pledge Agreement, hereby becomes a party to the Pledge Agreement as a Pledgor thereunder with the same force and effect as if originally named therein as a Pledgor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the US Administrative Agent, for the ratable benefit of the Secured Creditors, a security interest in all Collateral now owned or hereafter acquired by such Additional Pledgor to secure all of such Additional Pledgor’s obligations and liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 4 to the Pledge Agreement. The Additional Pledgor hereby represents and warrants that each of the

Annex I - 1

representations and warranties as they relate to such Pledgor or to the Loan Documents to which such Pledgor is a party contained in Article 3 of the Pledge Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of such date, such representations and warranties shall continue to be true and correct as of such specified earlier date.

     2. Governing Law. This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL PLEDGOR]

By:

Name:

Title:

Annex I - 2

Annex 1-A

ADDITIONAL PLEDGOR INFORMATION

Annex I - 3

Annex II

SUPPLEMENT

     This SUPPLEMENT, dated as of [ ], 200[ ], made by [ ], a [ ] (the “Additional Pledgor”), in favor of Wachovia Bank, National Association as administrative agent (in such capacity, the “US Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (defined below) and, in the case of any Secured Hedging Agreement or any Secured Treasury Management Agreement referred to in the Pledge Agreement (defined below), any Lender Affiliate (as defined in the Credit Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H:

     WHEREAS, Exterran Holdings, Inc., a Delaware corporation (the “US Borrower”) and Universal Compression Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the Administrative Agents, the Lenders and the other Agents party thereto have entered into a Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

     WHEREAS, in connection with the Credit Agreement, certain Affiliates (other than the Additional Pledgor) of the Borrowers (each a “Pledgor”) have entered into the US Pledge Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”) in favor of the US Administrative Agent for the benefit of the Secured Creditors;

     WHEREAS, the Credit Agreement requires the Additional Pledgor to become a party to the Pledge Agreement; and

     WHEREAS, the Additional Pledgor has agreed to execute and deliver this Supplement in order to become a party to the Pledge Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1. Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 7.11 of the Pledge Agreement, hereby pledges and grants a security interest in (a) the Equity Interests described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities and interests (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all security entitlements in

Annex II - 1

respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vii) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such securities will constitute “Pledged Securities” for purposes of the Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Pledge Agreement. The Additional Pledgor hereby represents and warrants that each of the representations and warranties as they relate to such Pledgor or to the Loan Documents to which such Pledgor is a party contained in Article 3 of the Pledge Agreement is true and correct on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of such date, such representations and warranties shall continue to be true and correct as of such specified earlier date.

     2. Governing Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of Texas.

     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.

[ADDITIONAL PLEDGOR]

By:

Name:

Title:

Annex II - 2

Schedule 1

NOTICE ADDRESSES OF PLEDGORS

Exterran Holdings, Inc.
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Exterran, Inc.
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Exterran Energy Solutions, L.P.
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Hanover Compression General Holdings LLC
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Hanover HL, LLC
103 Foulk Road, Suite 200
Wilmington, Delaware 19803
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Enterra Compression Investment Company
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

UCI MLP LP LLC
103 Foulk Road, Suite 205R
Wilmington, Delaware 19803
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Schedule 1 - 1

UCO General Partner, LP
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

UCI GP LP LLC
103 Foulk Road, Suite 205R
Wilmington, Delaware 19803
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

UCO GP, LLC
4444 Brittmoore Road
Houston, Texas 77041
Attention: Chief Financial Officer
Telecopier No.: 713-466-6720

Schedule 1 - 2

Schedule 2

DESCRIPTION OF PLEDGED SECURITIES

		Stock		No. of		Percentages of
		Certificate		Shares		Issued Stock
Owner	Issuer	No.		Pledged		Pledged
Exterran Holdings, Inc.	Exterran, Inc.		1		4910		100	%
Exterran, Inc.	EI Leasing LLC		1		1		100	%
Exterran, Inc.	UCI MLP LP LLC		1		1		100	%
Exterran, Inc.	UCI GP LP LLC		1		1		100	%
Exterran, Inc.	UCO, GP, LLC		1		1		100	%
Exterran Energy Solutions, L.P.	Hanover Venezuela, C.A		N/A		N/A		65	%
Exterran Energy Solutions, L.P.	Hanover Compressor Holding Company NL B.V.		N/A		N/A		65	%
Exterran Energy Solutions, L.P.	Hanover Argentina S.A.		N/A		N/A		65	%
Enterra Compression Investment Company	Universal Compression International Holdings, S.L.U.		N/A		N/A		65	%
Hanover HL, LLC	Exterran Energy Solutions, L.P.		N/A		N/A		99	%
Hanover Compression General Holdings LLC	Exterran Energy Solutions, L.P.		N/A		N/A		1	%
UCI MLP LP LLC	Exterran Partners, L.P.		1		6,325,000	100% of LP Units owned by UCI MLP LP LLC
UCO General Partner, LP	Exterran Partners, L.P.		N/A		N/A	100% of Subordinated Units owned by UCO General Partner, LP

Schedule 2 - 1

		Stock		No. of	Percentages of
		Certificate		Shares	Issued Stock
Owner	Issuer	No.		Pledged	Pledged
UCI GP LP LLC	UCO General Partner, LP		1	99.999% limited partnership interest		99.99	%
UCO GP, LLC	UCO General Partner, LP		1	.001% general partnership interest		.001	%

Schedule 2 - 2

Schedule 3

FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS

1.	Filing of UCC-1 Financing Statements with respect to the Collateral with the Secretary of State of the State of Delaware and the State of Texas.
2.	Delivery to the US Administrative Agent of all Pledged Securities consisting of certificated securities, in each case properly endorsed for transfer or in blank.

Schedule 3 - 1

Schedule 4

LOCATION OF JURISDICTION OF ORGANIZATION
AND CHIEF EXECUTIVE OFFICE

Legal name of Pledgor: Exterran Holdings, Inc.
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 4295474
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: Exterran, Inc.
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Texas
Organizational number: 0012182200
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: Exterran Energy Solutions, L.P.
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 3326660
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: Hanover Compression General Holdings LLC
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 3326648
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: Hanover HL, LLC
Address: 103 Foulk Road, Suite 200, Wilmington, Delaware 19803
Jurisdiction of organization: Delaware
Organizational number: 3608657
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: Enterra Compression Investment Company
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 2570044
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: UCI MLP LP LLC
Address: 103 Foulk Road, Suite 205R, Wilmington, Delaware 19803
Jurisdiction of organization: Delaware
Organizational number: 4229737
Location of chief executive office or sole place of business: see address above

Schedule 4 - 1

Legal name of Pledgor: UCO General Partner, LP
Address: 4444 Brittmoore Road, Houston, TX 77041
Jurisdiction of organization: Delaware
Organizational number: 4174851
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: UCI GP LP LLC
Address: 103 Foulk Road, Suite 205R, Wilmington, Delaware 19803
Jurisdiction of organization: Delaware
Organizational number: 4229732
Location of chief executive office or sole place of business: see address above

Legal name of Pledgor: UCO GP, LLC
Address: 4444 Brittmoore Road, Houston, TX 77041
Jurisdiction of organization: Delaware
Organizational number: 4174849
Location of chief executive office or sole place of business: see address above

Schedule 4 - 2

EX-10.6

EXHIBIT 10.6

US COLLATERAL AGREEMENT

Dated as of
August 20, 2007

made by

EXTERRAN HOLDINGS, INC.,

EXTERRAN, INC.,

EXTERRAN ENERGY SOLUTIONS, L.P.,

EI LEASING LLC

and

UCI MLP LP LLC,

in favor of

Wachovia Bank, National Association,
as US Administrative Agent

TABLE OF CONTENTS

	Page
ARTICLE I Definitions		1
Section 1.01 Terms Defined Above		1
Section 1.02 Certain Definitions		1
Section 1.03 Rules of Interpretation		3
ARTICLE II Grant of Security Interest		3
Section 2.01 Grant of Security Interest		3
Section 2.02 No Subrogation		4
Section 2.03 Amendments, Etc. with respect to the Obligations		5
Section 2.04 Waivers		5
Section 2.05 Pledge Absolute and Unconditional		5
Section 2.06 Reinstatement		7
ARTICLE III Representations and Warranties		7
Section 3.01 Title; No Other Liens		8
Section 3.02 Perfected First Priority Liens		8
Section 3.03 Grantor Information		8
Section 3.04 Instruments and Chattel Paper		8
Section 3.05 Truth of Information; Accounts		8
Section 3.06 Governmental Obligors		8
ARTICLE IV Covenants		9
Section 4.01 Maintenance of Perfected Security Interest; Further Documentation		9
Section 4.02 Changes in Locations, Name, Etc.		9
Section 4.03 Instruments and Tangible Chattel Paper		10
ARTICLE V Remedial Provisions		10
Section 5.01 UCC and Other Remedies		10
Section 5.02 Collections on Accounts, Etc.		11
Section 5.03 Proceeds		12
Section 5.04 Deficiency		12
Section 5.05 Non-Judicial Enforcement		12
ARTICLE VI The US Administrative Agent		12
Section 6.01 US Administrative Agent’s Appointment as Attorney-in-Fact, Etc		13
Section 6.02 Duty of US Administrative Agent		14
Section 6.03 Filing of Financing Statements		14
Section 6.04 Authority of US Administrative Agent		15
ARTICLE VII Subordination of Indebtedness		15
Section 7.01 Subordination of All Grantor Claims		15
Section 7.02 Claims in Bankruptcy		15
Section 7.03 Payments Held in Trust		16
Section 7.04 Liens Subordinate		16
Section 7.05 Notation of Records		16
ARTICLE VIII Miscellaneous		16
Section 8.01 Waiver		16
Section 8.02 Notices		17
Section 8.03 Amendments in Writing		17

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	Page
Section 8.04 Successors and Assigns		17
Section 8.05 Survival; Revival; Reinstatement		17
Section 8.06 Counterparts; Integration; Effectiveness; Conflicts		18
Section 8.07 Severability		18
Section 8.08 Governing Law; Submission to Jurisdiction		18
Section 8.09 Headings		19
Section 8.10 Acknowledgments		19
Section 8.11 Additional Grantor		20
Section 8.12 Releases		20
Section 8.13 Acceptance		21

ANNEXES:

I  Form of Supplement

SCHEDULES:

1	Notice Addresses of Grantors
2	Filings and Other Actions Required to Perfect Security Interests
3	Location of Jurisdiction of Organization and Chief Executive Office
4	Location of Records

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     This US COLLATERAL AGREEMENT, dated as of August 20, 2007 is made by EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), EXTERRAN, INC., a Texas corporation, EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership, EI LEASING LLC, a Delaware limited liability company, UCI MLP LP LLC, a Delaware limited liability company and each of the Subsidiaries that become a party hereto from time to time after the date hereof (collectively, the “Grantors”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “US Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”); the Lenders, the Administrative Agents and the other Agents party thereto.

R E C I T A L S

     A. The Borrowers have requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrowers.

     B. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of the Credit Agreement.

     C. It is a condition precedent and a continuing covenant to the obligation of the Lenders to make their loans and extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the US Administrative Agent for the ratable benefit of the Secured Creditors.

     D. NOW, THEREFORE, in consideration of the premises herein and to induce the US Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders and Secured Creditors to make their respective extensions of credit to the Borrowers thereunder and in connection therewith, the parties hereto agree as follows

ARTICLE I
Definitions

     Section 1.01 Terms Defined Above. As used in this Agreement, the terms defined above shall have the meanings respectively assigned to them.

     Section 1.02 Certain Definitions.

          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement, and all terms which are defined in the UCC are used herein as so defined.

          (b) As used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

     “Account Debtor” means any Person (other than any Grantor) obligated on an Account, Chattel Paper, or General Intangible.

     “Agreement” means this US Collateral Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

     “Borrower Obligations” means the collective reference to the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of the Borrowers and all Restricted Subsidiaries (including, without limitation, all Indebtedness) of every kind or description arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Secured Documents, including, without limitation, the unpaid principal of and interest on the Aggregate Credit Exposure and all other obligations and liabilities of the Borrowers and all Restricted Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and LC Exposure and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Secured Creditors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Secured Documents, whether on account of principal, interest, premium, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable costs, fees and disbursements that are required to be paid by the Borrowers pursuant to the terms of any Secured Document).

     “Collateral” has the meaning assigned such term in Section 2.01.

     “Grantor Claims” has the meaning assigned to such term in Section 7.01.

     “Obligations” means with respect to any Grantor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Grantor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any Secured Document to which such Grantor is a party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements that are required to be paid pursuant to the terms of any Secured Document).

     “Proceeds” means all “proceeds” as such term is defined in Section 9.102(65) of the UCC.

     “Secured Creditors” means the collective reference to the Administrative Agents, the Issuing Banks, the Lenders and the Lenders and Affiliates of Lenders that are parties to Secured Hedging Agreements and Secured Treasury Management Agreements.

     “Secured Documents” means the collective reference to the Credit Agreement, the other Loan Documents, each Secured Hedging Agreement, each Secured Treasury Management

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Agreement and any other document made, delivered or given in connection with any of the foregoing.

     “Secured Hedging Agreement” means any Hedging Agreement between any Borrower or its Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Hedging Agreement between such Persons in existence prior to the date hereof, but excluding any Hedging Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Hedging Agreement ceases to be a Secured Hedging Agreement if the Person that is the counterparty to such Borrower or its Restricted Subsidiary under a Hedging Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

     “Secured Treasury Management Agreement” means any Treasury Management Agreement between any Borrower or its Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Treasury Management Agreement between such Persons in existence prior to the date hereof, but excluding any Treasury Management Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Treasury Management Agreement ceases to be a Secured Treasury Management Agreement if the Person that is the counterparty to such Borrower or its Restricted Subsidiary under a Treasury Management Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

     “Securities Act” means the Securities Act of 1933, as amended.

     “UCC” means the Uniform Commercial Code as from time to time in effect in the State of Texas; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Secured Creditors’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

     Section 1.03 Rules of Interpretation. Section 1.04 of the Credit Agreement is hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

ARTICLE II
Grant of Security Interest

     Section 2.01 Grant of Security Interest. Each Grantor hereby pledges, assigns and transfers to the US Administrative Agent, and hereby grants to the US Administrative Agent, for the ratable benefit of the Secured Creditors, a security interest in all of the following Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”),

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as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

     (1) all Accounts;

     (2) all Chattel Paper;

     (3) all Documents;

     (4) all Equipment;

     (5) all General Intangibles;

     (6) all Instruments;

     (7) all Inventory;

     (8) all books and records pertaining to the Collateral; and

     (9) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

Each reference to Collateral or to any relevant type or item of Property constituting Collateral shall be deemed to exclude (i) any Property owned by or assigned to the ABS Subsidiaries as permitted under the Credit Agreement; provided that, upon the transfer of such Property (owned by or assigned to any ABS Subsidiary) to a Grantor, such Property shall become Collateral, (ii) any Property subject to a Lien permitted by Section 10.02(b), (e) or (g) of the Credit Agreement, so long as such Lien is in effect, (iii) any Property owned by a member of the EPLP Group as permitted under the Credit Agreement and (iv) any Property contemplated by Section 9.07(a)(i)(B) and (C) of the Credit Agreement.

     Section 2.02 No Subrogation. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by any Secured Creditor, no Grantor shall be entitled to exercise any right of subrogation to any Secured Creditor against any Borrower or any other Grantor or any collateral security or pledge or guarantee or right of offset held by any Secured Creditor for the payment of the Obligations, nor shall any Grantor seek or be entitled to exercise any right to seek any indemnity, exoneration, participation, contribution or reimbursement from any Borrower or any other Grantor in respect of payments made by such Grantor hereunder, until all amounts owing to the Secured Creditors on account of the Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any amount shall be paid to any Grantor on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) or any of the Aggregate Commitments are in effect, such

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amount shall be held by such Grantor in trust for the Secured Creditors, and shall, forthwith upon receipt by such Grantor, be turned over to the US Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the US Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 11.02(c) of the Credit Agreement.

     Section 2.03 Amendments, Etc. with respect to the Obligations. Each Grantor shall remain obligated hereunder, and such Grantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Grantor and without notice to, demand upon or further assent by any Grantor (which notice, demand and assent requirements are hereby expressly waived by such Grantor), (a) any demand for payment of any of the Obligations made by any Secured Creditor may be rescinded by such Secured Creditor or otherwise and any of the Obligations continued; (b) the Obligations, the liability of any other Person upon or for any part thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Secured Creditor; (c) any Secured Document may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Creditors may deem advisable from time to time; (d) any collateral security, pledge, guarantee or right of offset at any time held by any Secured Creditor for the payment of the Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. No Secured Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the pledge and security grants contained in this ARTICLE II or any Property subject thereto.

     Section 2.04 Waivers. Each Grantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Creditor upon the pledge and security grants contained in this ARTICLE II or acceptance of the pledge and security grants contained in this ARTICLE II; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the pledge and security grants contained in this ARTICLE II and no notice of creation of the Obligations or any extension of credit already or hereafter contracted by or extended to the Borrowers need be given to any Grantor; and all dealings between any Borrower and any of the Grantors, on the one hand, and the Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the pledge and security grants contained in this ARTICLE II. To the extent permitted by applicable law, each Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Grantors with respect to the Obligations.

     Section 2.05 Pledge Absolute and Unconditional.

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     (a) Except as provided in Section 8.12, each Grantor understands and agrees that the pledge and security grants contained in this ARTICLE II is, and shall be construed as, a continuing, completed, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense of a surety or guarantor or Grantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following, to the extent permitted by applicable law:

     (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditor;

     (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against any Secured Creditor;

     (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding;

     (iv) any sale, lease or transfer of any or all of the assets of any Borrower or any other Grantor, or any changes in the shareholders of any Borrower or the Grantor;

     (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Grantor;

     (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral for the Obligations;

     (vii) the absence of any attempt to collect the Obligations or any part of them from any Grantor;

     (viii) (A) any Secured Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy

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Code, of all or any portion of any Secured Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Creditors or any of them for any reason; or (G) failure by any Secured Creditor to file or enforce a claim against any Borrower or any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or

     (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 (with or without notice to or knowledge of the Borrowers or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of such Grantor under the pledge and security grants contained in this ARTICLE II, in bankruptcy or in any other instance.

     (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any Borrower, any other Grantor or any other Person or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Grantor or any other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Grantor or any other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

     Section 2.06 Reinstatement. The pledge and security grants contained in this ARTICLE II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by any Secured Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Grantor or any substantial part of its Property, or otherwise, all as though such payments had not been made.

ARTICLE III
Representations and Warranties

     To induce the US Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder and to induce the Secured Creditors to enter into Hedging Agreements and Treasury Management Agreements with the Borrowers and their Restricted Subsidiaries (other

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than any ABS Subsidiary), each Grantor hereby represents and warrants to the US Administrative Agent and each Lender for itself only that:

     Section 3.01 Title; No Other Liens. Except for Permitted Liens and the security interest granted to the US Administrative Agent for the ratable benefit of the Secured Creditors pursuant to this Agreement, such Grantor is the record and beneficial owner of its respective items of the Collateral free and clear of any and all Liens and has the power to transfer each item of the Collateral in which a Lien is granted by it hereunder, free and clear of any Lien. Except with respect to Liens permitted by Section 10.02(b), (c), (e) or (g) of the Credit Agreement, no financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the US Administrative Agent, for the ratable benefit of the Secured Creditors, pursuant to this Agreement or the Security Instruments or as are filed to secure Liens permitted by Section 10.02 of the Credit Agreement.

     Section 3.02 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon the completion of the filings and the other actions specified on Schedule 2 constitute valid perfected security interests in all of the Collateral in favor of the US Administrative Agent, for the ratable benefit of the Secured Creditors, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof, except, in each case, for Liens expressly permitted by the Credit Agreement.

     Section 3.03 Grantor Information. On the date hereof, the correct legal name of such Grantor, such Grantor’s jurisdiction of organization and organizational number, and the location(s) of such Grantor’s chief executive office or sole place of business are specified on Schedule 3.

     Section 3.04 Instruments and Chattel Paper. Such Grantor has delivered to the US Administrative Agent all Collateral constituting any Instrument or Chattel Paper in excess of $5,000,000 that is required to be delivered under

     Section 4.03. No Collateral constituting Chattel Paper or Instruments contains any statement therein to the effect that such Collateral has been assigned to an identified party other than the US Administrative Agent, and the grant of a security interest in such Collateral in favor of the US Administrative Agent hereunder does not violate the rights of any other Person as a secured party.

     Section 3.05 Truth of Information; Accounts. All information with respect to the Collateral set forth in any schedule or certificate at any time heretofore or hereafter furnished by such Grantor to the US Administrative Agent is and will be true and correct in all material respects as of the date furnished. On the date hereof, the place where each Grantor keeps its records concerning the Accounts, Chattel Paper and Payment Intangibles is set forth on Schedule 4.

     Section 3.06 Governmental Obligors. As of the Initial Funding Date, none of the Account Debtors on a material portion of such Grantor’s Accounts, Chattel Paper or Payment Intangibles is a Governmental Authority.

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ARTICLE IV
Covenants

     Each Grantor covenants and agrees with the US Administrative Agent and the Lenders for itself only that, from and after the date of this Agreement until the Borrower Obligations under the Credit Agreement shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and all of the Aggregate Commitments shall have terminated:

     Section 4.01 Maintenance of Perfected Security Interest; Further Documentation. Except as set forth in the Credit Agreement, including, without limitation, any merger, consolidation, liquidation, sale, assignment, transfer or other disposition permitted by Section 10.08 or 10.14 of the Credit Agreement, each Grantor agrees that:

          (a) it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.02 and shall defend such security interest against the claims and demands of all Persons whomsoever;

          (b) it will furnish to the US Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the US Administrative Agent may reasonably request, all in reasonable detail; provided that upon any Account Debtor that is Governmental Authority having a material portion of all the Grantors’ Accounts, Chattel Paper or Payment Intangibles, taken as a whole, it will promptly furnish such statement to the US Administrative Agent and the Lenders all in reasonable detail, as the US Administrative Agent may reasonably request;

          (c) at any time and from time to time, upon the written request of the US Administrative Agent, and at the sole expense of such Grantor, it will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the US Administrative Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC (or other similar domestic laws) in effect in any jurisdiction with respect to the security interests created hereby.

     Section 4.02 Changes in Locations, Name, Etc. Such Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed where such Grantor is organized. Without limitation of Section 9.03 of the Credit Agreement or any other covenant herein, such Grantor will not cause or permit any change in (a) its corporate name, (b) its identity or corporate structure or in the jurisdiction in which it is incorporated or formed, (c) its jurisdiction of organization or its organizational identification number in such jurisdiction of organization or (d) its federal taxpayer identification number, unless, in each case, such Grantor shall have first (i) notified the US Administrative Agent of such change prior to the effective date of such change and (ii) taken all action reasonably requested by the US Administrative Agent for the purpose of maintaining the perfection and priority of the US Administrative Agent’s security

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interests under this Agreement. In any notice furnished pursuant to this Section 4.02, such Grantor will expressly state in a conspicuous manner that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of the US Administrative Agent’s security interest in the Collateral.

     Section 4.03 Instruments and Tangible Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper having a value in excess of $5,000,000, such Instrument or Tangible Chattel Paper shall be immediately delivered to the US Administrative Agent, duly endorsed in a manner satisfactory to the US Administrative Agent, to be held as Collateral pursuant to this Agreement.

ARTICLE V
Remedial Provisions

     Section 5.01 UCC and Other Remedies.

          (a) Upon the occurrence and during the continuance of an Event of Default, the US Administrative Agent, on behalf of the Secured Creditors, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the US Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Creditor or elsewhere upon such commercially reasonable terms and conditions as it may deem advisable and at such commercially reasonable prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. If applicable to any particular item of Collateral, each Grantor further agrees, at the US Administrative Agent’s request following an acceleration of the Indebtedness under Section 11.02(a) of the Credit Agreement, to assemble the Collateral and make it available to the US Administrative Agent at places which the US Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, unless prohibited by agreements with unaffiliated third parties. Any such sale or transfer by the US Administrative Agent either to itself or to any other Person shall, to the fullest extent permitted under applicable law, be absolutely free from any claim of right by Grantor, including any equity or right of redemption, stay or appraisal which Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such

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Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the US Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The US Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the US Administrative Agent and the Secured Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the Credit Agreement, and only after such application and after the payment by the US Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9.615 of the UCC, need the US Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the US Administrative Agent or any Secured Creditor arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

          (b) In the event that the US Administrative Agent elects not to sell the Collateral, the US Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner.

          (c) The US Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

     Section 5.02 Collections on Accounts, Etc. The US Administrative Agent hereby authorizes each Grantor to collect upon the Collateral that is represented by Accounts, Instruments, Chattel Paper and Payment Intangibles subject to the US Administrative Agent’s direction and control, and the US Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. Upon the request of the US Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify the Account Debtors that the applicable Accounts, Chattel Paper and Payment Intangibles have been assigned to the US Administrative Agent for the ratable benefit of the Secured Creditors and that payments in respect thereof shall be made directly to the US Administrative Agent. The US Administrative Agent may in its own name or in the name of others communicate with the Account Debtors to verify with them to its satisfaction the existence, amount and terms of any such Accounts, Chattel Paper or Payment Intangibles. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the US Administrative Agent nor any Lender shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the US Administrative Agent or any Lender of any payment relating thereto, nor shall the US Administrative Agent or any Lender be

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obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

     Section 5.03 Proceeds. If required by the US Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the US Administrative Agent if required, in a special collateral account maintained by the US Administrative Agent, subject to withdrawal by the US Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the US Administrative Agent for the ratable benefit of the Secured Creditors, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the US Administrative Agent (or by any Grantor in trust for the US Administrative Agent for the ratable benefit of the Secured Creditors) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the US Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the US Administrative Agent’s election, the US Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the US Administrative Agent may elect, and any part of such funds which the US Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the US Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

     Section 5.04 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its obligations and the fees and disbursements of any attorneys employed by the US Administrative Agent or any Secured Creditor to collect such deficiency.

     Section 5.05 Non-Judicial Enforcement. The US Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the US Administrative Agent to enforce its rights by judicial process.

ARTICLE VI
The US Administrative Agent

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     Section 6.01 US Administrative Agent’s Appointment as Attorney-in-Fact, Etc.

          (a) Anything in this Section 6.01(a) to the contrary notwithstanding, the US Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.01(a) unless an Event of Default shall have occurred and be continuing. Each Grantor hereby irrevocably constitutes and appoints the US Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the US Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

               (i) unless being disputed under Section 9.03(a) of the Credit Agreement, pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document and pay all or any part of the premiums therefor and the costs thereof; and

               (ii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the US Administrative Agent or as the US Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due with respect to any Collateral and commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (D) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the US Administrative Agent may deem appropriate; and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the US Administrative Agent were the absolute owner thereof for all purposes, and do, at the US Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the US Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the US Administrative Agent’s and the Secured Creditors’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

          (b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the US Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

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          (c) The reasonable expenses of the US Administrative Agent incurred in connection with actions undertaken as provided in this Section 6.01, together with interest thereon at a rate per annum equal to the Post-Default Rate, but in no event to exceed the Highest Lawful Rate, from the date of payment by the US Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the US Administrative Agent on demand.

          (d) All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

     Section 6.02 Duty of US Administrative Agent. The US Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9.207 of the UCC or otherwise, shall be to deal with it in the same manner as the US Administrative Agent deals with similar Property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. To the fullest extent permitted under applicable law, neither the US Administrative Agent, any Secured Creditor nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the US Administrative Agent and the Secured Creditors hereunder are solely to protect the US Administrative Agent’s and the Secured Creditors’ interests in the Collateral and shall not impose any duty upon the US Administrative Agent or any Secured Creditor to exercise any such powers. The US Administrative Agent and the Secured Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. To the fullest extent permitted by applicable law, the US Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Grantor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the US Administrative Agent or any Secured Creditor to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the US Administrative Agent or any Secured Creditor now has or may hereafter have against each Grantor, any Grantor or other Person.

     Section 6.03 Filing of Financing Statements. Pursuant to the UCC and any other applicable law, each Grantor authorizes the US Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral

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in such form and in such offices as the US Administrative Agent reasonably determines appropriate to perfect the security interests of the US Administrative Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

     Section 6.04 Authority of US Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the US Administrative Agent under this Agreement with respect to any action taken by the US Administrative Agent or the exercise or non-exercise by the US Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the US Administrative Agent and the Secured Creditors, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the US Administrative Agent and the Grantors, the US Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Creditors with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

ARTICLE VII
Subordination of Indebtedness

     Section 7.01 Subordination of All Grantor Claims. As used herein, the term “Grantor Claims” shall mean all debts and obligations of the Borrowers or any other Grantor to any other Grantor, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by. Except for payments permitted by the Credit Agreement, after and during the continuation of an Event of Default, no Grantor shall receive or collect, directly or indirectly, from any obligor in respect thereof any amount upon the Grantor Claims.

     Section 7.02 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the US Administrative Agent on behalf of the US Administrative Agent and the Secured Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Grantor Claims. Each Grantor hereby assigns such dividends and payments to the US Administrative Agent for the benefit of the US Administrative Agent and the Secured Creditors for application against the Obligations as provided under the Credit Agreement. Should any Agent or Secured Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantors, shall constitute a credit upon the Grantor Claims, then upon payment in full in cash of the Obligations, the expiration of all Letters of Credit outstanding under the Credit Agreement (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the

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Credit Agreement) and the termination of all of the Aggregate Commitments, the intended recipient shall become subrogated to the rights of the US Administrative Agent and the Secured Creditors to the extent that such payments to the US Administrative Agent and the Lenders on the Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the US Administrative Agent and the Secured Creditors had not received dividends or payments upon the Grantor Claims.

     Section 7.03 Payments Held in Trust. In the event that notwithstanding Section 7.01 and Section 7.02, any Grantor should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the US Administrative Agent and the Secured Creditors an amount equal to the amount of all funds, payments, claims or distributions so received and (b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the US Administrative Agent, for the benefit of the Secured Creditors; and each Grantor covenants promptly to pay the same to the US Administrative Agent.

     Section 7.04 Liens Subordinate. Each Grantor agrees that, until the Obligations are paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the termination of all of the Aggregate Commitments, any Liens securing payment of the Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of whether such encumbrances in favor of such Grantor, the US Administrative Agent or any Secured Creditor presently exist or are hereafter created or attach. Without the prior written consent of the US Administrative Agent, no Grantor, during the period in which any of the Obligations are outstanding or the Aggregate Commitments are in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Grantor Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it that secures Grantor Claims.

     Section 7.05 Notation of Records. Upon the request of the US Administrative Agent, all promissory notes and all accounts receivable ledgers or other evidence of the Grantor Claims accepted by or held by any Grantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.

ARTICLE VIII
Miscellaneous

     Section 8.01 Waiver. No failure on the part of the US Administrative Agent or any Secured Creditor to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a

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waiver of any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity

     Section 8.02 Notices. All notices and other communications provided for herein shall be given in the manner and subject to the terms of Section 13.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1.

     Section 8.03 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 13.04 of the Credit Agreement.

     Section 8.04 Successors and Assigns. The provisions of this Agreement shall be binding upon the Grantors and their successors and permitted assigns and shall inure to the benefit of the US Administrative Agent and the Secured Creditors and their respective successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the US Administrative Agent and the Lenders unless otherwise permitted by the terms of the Credit Agreement or this Agreement, and any such purported assignment, transfer or delegation shall be null and void.

     Section 8.05 Survival; Revival; Reinstatement.

          (a) All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document to which it is a party shall be considered to have been relied upon by the US Administrative Agent, the other Agents, the Issuing Bank and the Lenders and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the US Administrative Agent, the other Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and so long as the Aggregate Commitments have not expired or terminated.

          (b) To the extent that any payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the US Administrative Agent’s and the Secured Creditors’ Liens, security interests, rights, powers and remedies under this Agreement and each other Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Grantors

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shall take such action as may be reasonably requested by the US Administrative Agent and the Secured Creditors to effect such reinstatement.

     Section 8.06 Counterparts; Integration; Effectiveness; Conflicts.

          (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

          (b) This Agreement and the other Loan Documents embody the entire agreement and understanding between the parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. This Agreement and the Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

          (c) This Agreement shall become effective when it shall have been executed by the US Administrative Agent and when the US Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

          (d) In the event of a conflict between the provisions hereof and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall control.

     Section 8.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     Section 8.08 Governing Law; Submission to Jurisdiction.

          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS IN HOUSTON, TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY

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OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

          (c) EACH GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GRANTOR AT ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR AS UPDATED FROM TIME TO TIME, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

          (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE US ADMINISTRATIVE AGENT OR ANY LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GRANTORS IN ANY OTHER JURISDICTION.

          (e) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE US ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.08.

     Section 8.09 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     Section 8.10 Acknowledgments. Each Grantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

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          (b) neither the US Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the US Administrative Agent and Secured Creditors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Creditors or among the Grantors and the Secured Creditors; and

          (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

     Section 8.11 Additional Grantor. Each Subsidiary that is required to become a party to this Agreement pursuant to Section 9.07(a) of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement in the form of Annex I hereto and shall thereafter have the same rights, benefits and obligations as a Grantor party hereto on the date hereof.

     Section 8.12 Releases.

          (a) Full Release. The grant of a security interest hereunder and all of rights, powers and remedies in connection herewith shall remain in full force and effect until the US Administrative Agent has (i) retransferred and delivered all Collateral in its possession to the Grantors and (ii) executed a written release or termination statement and reassigned to the Grantors without recourse or warranty any remaining Collateral and all rights conveyed hereby in accordance with the next sentence. Pursuant to the satisfaction of the conditions set forth in Section 9.07(d)(iv) of the Credit Agreement or upon the complete payment of the Obligations under the Credit Agreement (except for Letters of Credit secured by cash collateral or one or more Support Letters of Credit as permitted in Section 2.01(b)(iii) of the Credit Agreement) and the compliance by the Grantors with all covenants and agreements hereof and the termination of the Aggregate Commitments, the US Administrative Agent, at the written request and expense of the Borrowers, will promptly release, reassign and transfer pursuant to Section 9.07(d) of the

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Credit Agreement the Collateral to the Grantors and declare this Agreement to be of no further force or effect.

          (b) Partial Release. Notwithstanding anything contained herein to the contrary, the Grantors are authorized to release pursuant to Section 9.07(d) of the Credit Agreement any Collateral that is Transferred in compliance with Sections 10.08 and 10.14 of the Credit Agreement at which point the liens and security interests shall terminate with respect to such Collateral and this Agreement shall have no further force or effect with respect to such released Collateral; provided that so long as the lien in favor of the US Administrative Agent continues in the proceeds of such Transfer of such Collateral, or to the extent such Collateral is Transferred to any Borrower or any Subsidiary Guarantor, such lien continues in such Collateral.

          (c) Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the US Administrative Agent or the Secured Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the US Administrative Agent and the Secured Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 8.12(a).

     Section 8.13 Acceptance. Each Grantor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the US Administrative Agent and the Secured Creditors being conclusively presumed by their request for this Agreement and delivery of the same to the US Administrative Agent.

[Signatures Begin Next Page]

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     IN WITNESS WHEREOF, each of the undersigned has caused this Collateral Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:	EXTERRAN HOLDINGS, INC.
	By:	/s/ J. Michael Anderson
	Name: J. Michael Anderson
	Title: Senior Vice President
	EXTERRAN, INC.
	By:	/s/ J. Michael Anderson
	Name: J. Michael Anderson
	Title: Senior Vice President
	EXTERRAN ENERGY SOLUTIONS, L.P.
	By:	HANOVER COMPRESSION GENERAL HOLDINGS LLC,
		its general partner
	By:	/s/ Brian A. Matusek
	Name: Brian A. Matusek
	Title: President and Manager
	EI LEASING LLC
	By:	EXTERRAN, INC.,
		its sole member
	By:	/s/ J. Michael Anderson
	Name: J. Michael Anderson
	Title: Senior Vice President

Signature Page — US Collateral Agreement

UCI MLP LP LLC
By:	/s/ Pamela A. Jasinski
Name: Pamela A. Jasinski
Title: Manager

Signature Page — US Collateral Agreement

Acknowledged and Agreed to as
of the date hereof by:

US ADMINISTRATIVE AGENT:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:	/s/ Todd Schanzlin
	Name: Todd Schanzlin
	Title: Director

Acknowledgment Page — US Collateral Agreement

Annex I

Supplement

     This SUPPLEMENT, dated as of [ ], 200[ ], made by [ ], a [ ] (the “Additional Grantor”), in favor of Wachovia Bank, National Association, as US administrative agent (in such capacity, the “US Administrative Agent”) for the lenders and other financial institutions (the “Lenders”) from time to time party to the Credit Agreement (defined below) and, in the case of any Secured Hedging Agreement or any Secured Treasury Management Agreement referred to in the Collateral Agreement (defined below), any Lender Affiliate (as defined in the Credit Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H:

     WHEREAS, Exterran Holdings, Inc., a Delaware corporation (the “US Borrower”) and Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the Administrative Agents, the Lenders and the other Agents party thereto have entered into a Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

     WHEREAS, in connection with the Credit Agreement the US Borrower and certain of its Affiliates (other than the Additional Grantor) (each a “Grantor”) have entered into the US Collateral Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”) in favor of the US Administrative Agent for the benefit of the Secured Creditors;

     WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Collateral Agreement; and

     WHEREAS, the Additional Grantor has agreed to execute and deliver this Supplement in order to become a party to the Collateral Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1. Collateral Agreement. By executing and delivering this Supplement, the Additional Grantor, as provided in Section 8.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, (a) hereby expressly assumes all obligations and liabilities of a Grantor thereunder and (b) expressly hereby pledges, assigns and transfers to the US Administrative Agent, and hereby grants to the US Administrative Agent, for the ratable benefit of the Secured Creditors, a security interest in all of the Collateral now owned or at any time hereafter acquired by such Additional Grantor or in which such Additional Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and

Annex I - 1

performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedules 1 through 3 to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties as they relate to such Grantor or to the Loan Documents to which such Grantor is a party contained in Article III of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of such date, such representations and warranties shall continue to be true and correct as of such specified earlier date.

     2. Governing Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of Texas.

     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By:                                                             

Name:

Title:

Annex I - 2

Schedule 1

NOTICE ADDRESSES OF GRANTORS

Exterran Holdings, Inc.
4444 Brittmoore Rd.
Houston, Texas 77041

Exterran, Inc.
4444 Brittmoore Rd.
Houston, Texas 77041

Exterran Energy Solutions, Inc.
4444 Brittmoore Rd.
Houston, Texas 77041

EI Leasing LLC
4444 Brittmoore Rd.
Houston, Texas 77041

Schedule 1 - 1

Schedule 2

FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS

1. Filing of UCC-1 Financing Statements with respect to the Collateral with the Secretary of State of the State of Texas and with the Secretary of State of the State of Delaware.

Schedule 2 - 1

Schedule 3

LOCATION OF JURISDICTION OF ORGANIZATION
AND CHIEF EXECUTIVE OFFICE

Legal name of Grantor: Exterran Holdings, Inc.
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 4295474
Location of chief executive office or sole place of business: see address above

Legal name of Grantor: Exterran, Inc.
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Texas
Organizational number: 0012182200
Location of chief executive office or sole place of business: see address above

Legal name of Grantor: Exterran Energy Solutions, L.P.
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 3326660
Location of chief executive office or sole place of business: see address above

Legal name of Grantor: EI Leasing LLC
Address: 4444 Brittmoore Road, Houston, Texas 77041
Jurisdiction of organization: Delaware
Organizational number: 4229417
Location of chief executive office or sole place of business: see address above

Legal name of Grantor: UCI MLP LP LLC
Address: 103 Foulk Road, Suite 205R, Wilmington, Delaware 19803
Jurisdiction of organization: Texas
Organizational number: 4229737
Location of chief executive office or sole place of business: see address above

Schedule 3 - 1

Schedule 4

LOCATION OF RECORDS

The location where each Grantor keeps its records concerning Accounts, Chattel Paper and Payment Intangibles is:

4444 Brittmoore Road
Houston, Texas 77041

Schedule 4 - 1

EX-10.7

EXHIBIT 10.7

CANADIAN COLLATERAL AGREEMENT

Dated as of
August 20, 2007

made by

EXTERRAN CANADA, LIMITED PARTNERSHIP,

in favour of

Wachovia Capital Finance Corporation (Canada),
As Canadian Administrative Agent

TABLE OF CONTENTS

	Page
Article I Definitions		1
Section 1.01 Terms Defined Above		1
Section 1.02 Certain Definitions		1
Section 1.03 Rules of Interpretation		3
Article II Grant of Security Interest		3
Section 2.01 Grant of Security Interest		3
Section 2.02 No Subrogation		5
Section 2.03 Amendments, Etc. with respect to the Obligations		5
Section 2.04 Waivers		6
Section 2.05 Pledge Absolute and Unconditional		6
Section 2.06 Reinstatement		8
Section 2.07 Attachment		8
Article III Representations and Warranties		8
Section 3.01 Title; No Other Liens		8
Section 3.02 Perfected First Priority Liens		9
Section 3.03 Grantor Information		9
Section 3.04 Instruments and Chattel Paper		9
Section 3.05 Truth of Information; Books and Records		9
Section 3.06 Governmental Obligors		9
Article IV Covenants		10
Section 4.01 Maintenance of Perfected Security Interest; Further Documentation		10
Section 4.02 Changes in Locations, Name, Etc.		10
Section 4.03 Instruments, Certificated Securities, Documents of Title and Chattel Paper		11
Section 4.04 Motor Vehicles		11
Article V Remedial Provisions		11
Section 5.01 PPSA and Other Remedies		11
Section 5.02 Collections on Accounts, Etc.		13
Section 5.03 Proceeds		14
Section 5.04 Deficiency		14
Section 5.05 Non-Judicial Enforcement		14
Article VI The Canadian Administrative Agent		15
Section 6.01 Canadian Administrative Agent’s Appointment as Attorney-in-Fact, Etc.		15

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	Page
Section 6.02 Duty of Canadian Administrative Agent		16
Section 6.03 Filing of Financing Statements		17
Section 6.04 Authority of Canadian Administrative Agent		17
Article VII Subordination of Indebtedness		17
Section 7.01 Subordination of All Grantor Claims		17
Section 7.02 Claims in Bankruptcy		18
Section 7.03 Payments Held in Trust		18
Section 7.04 Liens Subordinate		18
Section 7.05 Notation of Records		19
Article VIII Miscellaneous		19
Section 8.01 Waiver		19
Section 8.02 Notices		19
Section 8.03 Amendments in Writing		19
Section 8.04 Successors and Assigns		19
Section 8.05 Survival; Revival; Reinstatement		20
Section 8.06 Counterparts; Integration; Effectiveness; Conflicts		20
Section 8.07 Severability		21
Section 8.08 Governing Law; Submission to Jurisdiction		21
Section 8.09 Headings		22
Section 8.10 Acknowledgments		22
Section 8.11 Additional Grantor		23
Section 8.12 Releases		23
Section 8.13 Acceptance		24
Section 8.14 English Language		24

ANNEXES:

Annex I Supplement

SCHEDULES:

Schedule 1 Notice Addresses of Grantors

Schedule 2 Filings and Other Actions Required to Perfect Security Interests

Schedule 3 Location of Jurisdiction of Organization and Chief Executive Office / OTHER COLLATERAL LOCATIONS

Schedule 4 Location of Records

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     This CANADIAN COLLATERAL AGREEMENT, dated as of August 20, 2007 is made by EXTERRAN CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (the “Canadian Borrower”, together with any other Significant Canadian Subsidiary that executes a joinder agreement in the form of Annex I hereto and becomes a party to this Agreement in accordance with Section 8.11 hereof, the “Grantors”), in favour of WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian administrative agent (in such capacity, together with its successors in such capacity, the “Canadian Administrative Agent”), for the “Canadian Tranche Revolving Lenders” (as defined in the Credit Agreement referred to below, and as so defined, the “Canadian Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Exterran Holdings Inc., as the US borrower and Canadian guarantor, the Canadian Borrower, Wachovia Bank, National Association, as US Administrative Agent, the Canadian Administrative Agent, the Canadian Lenders, the other lenders party thereto from time to time and the other agents party thereto.

R E C I T A L S

A. The Canadian Borrower has requested that the Canadian Lenders make certain loans to and extensions of credit on behalf of the Canadian Borrower.

B. The Canadian Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of the Credit Agreement.

C. It is a condition precedent and a continuing covenant to the obligation of the Lenders to make their loans and extensions of credit to the Canadian Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Canadian Administrative Agent for the rateable benefit of the Secured Creditors (defined below).

D. NOW, THEREFORE, in consideration of the premises herein and to induce the Canadian Administrative Agent and the Canadian Lenders to enter into the Credit Agreement and to induce the Canadian Lenders and Secured Creditors to make their respective extensions of credit to the Canadian Borrower thereunder and in connection therewith, the parties hereto agree as follows:

Article I Definitions

Section 1.01 Terms Defined Above.

As used in this Agreement, the terms defined above shall have the meanings respectively assigned to them.

Section 1.02 Certain Definitions.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement, and all terms which are defined in the PPSA are used herein (when capitalized) as so defined.

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(b) As used in this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

     “Account Debtor” means any Person (other than any Grantor) obligated to pay on any Account, Chattel Paper, Intangible or Instrument included in the Collateral.

     “Agreement” means this Canadian Collateral Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

     “Borrower Obligations” means the collective reference to the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of the Canadian Borrower and all Restricted Subsidiaries that are Canadian Subsidiaries (including, without limitation, all Indebtedness) of every kind or description arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Secured Documents, including, without limitation, the unpaid principal of and interest on the Canadian Tranche Credit Exposure and all other obligations and liabilities of the Canadian Borrower and all Restricted Subsidiaries that are Canadian Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Canadian Tranche Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Canadian Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Secured Creditors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Secured Documents, whether on account of principal, interest, premium, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable costs, fees and disbursements that are required to be paid by the Canadian Borrower pursuant to the terms of any Secured Document).

     “Collateral” has the meaning assigned such term in Section 2.01 hereof.

     “Grantor Claims” has the meaning assigned to such term in Section 7.01 hereof.

     “Obligations” means with respect to any Grantor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Grantor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any Secured Document to which such Grantor is a party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements that are required to be paid pursuant to the terms of any Secured Document).

     “PPSA” means the Personal Property Security Act (Alberta) as from time to time in effect in the Province of Alberta; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Secured Creditors’ security interest in any Collateral is governed by personal property security legislation as in effect in a jurisdiction other than the Province of Alberta, the term “PPSA” shall mean the

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personal property security legislation as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

     “Secured Creditors” means the collective reference to the Canadian Administrative Agent and the Canadian Lenders and Affiliates of Canadian Lenders that are parties to Secured Hedging Agreements and Secured Treasury Management Agreements.

     “Secured Documents” means the collective reference to the Credit Agreement, the other Loan Documents, each Secured Hedging Agreement, each Secured Treasury Management Agreement and any other document made, delivered or given in connection with any of the foregoing.

     “Secured Hedging Agreement” means any Hedging Agreement between the Canadian Borrower or any Canadian Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Hedging Agreement between such Persons in existence prior to the date hereof, but excluding any Hedging Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Hedging Agreement ceases to be a Secured Hedging Agreement if the Person that is the counterparty to the Canadian Borrower or the applicable Canadian Subsidiary ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

     “Secured Treasury Management Agreement” means any Treasury Management Agreement between the Canadian Borrower or any Canadian Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any Treasury Management Agreement between such Persons in existence prior to the date hereof, but excluding any Treasury Management Agreement now existing or hereafter arising in connection with the ABS Facility. For the avoidance of doubt, a Treasury Management Agreement ceases to be a Secured Treasury Management Agreement if the Person that is the counterparty to the Canadian Borrower or the applicable Canadian Subsidiary under a Treasury Management Agreement ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender under the Credit Agreement).

Section 1.03 Rules of Interpretation.

     With the exception of the first sentence thereof, Section 1.04 of the Credit Agreement is hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

Article II
Grant of Security Interest

Section 2.01 Grant of Security Interest.

     Each Grantor hereby pledges, assigns and transfers to the Canadian Administrative Agent, and hereby grants to the Canadian Administrative Agent, for the rateable benefit of the

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Secured Creditors, a security interest in the undertaking of the Grantor and all of the Grantor’s present and after-acquired Personal Property, including without limitation all of the following Personal Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(1)	all Accounts;
(2)	all Chattel Paper;
(3)	all Documents of Title;
(4)	all Equipment;
(5)	all Goods;
(6)	all Intangibles;
(7)	all Instruments;
(8)	all Inventory;
(9)	all Investment Property;
(10)	all Money;
(11)	all books and records pertaining to the Collateral; and
(12)	to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

     Each reference to Collateral or to any relevant type or item of Personal Property constituting Collateral shall be deemed to exclude (i) any general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favour of a third party, unless and until all required consents shall have been obtained (and where such consents have not been obtained, such general intangibles or other rights shall be held in trust for the Canadian Administrative Agent and shall be subject to the direction of the Canadian Administrative Agent upon the occurrence and continuance of an Event of Default), (ii) Personal Property owned by or assigned to the ABS Subsidiaries as permitted under the Credit Agreement; provided that, upon the transfer of such Personal Property (owned or assigned to any ABS Subsidiary) to a Grantor, such Personal Property shall become Collateral, (iii) any Personal Property subject to a Lien permitted by Section 10.02(b) or (g) of the Credit Agreement, so long as such Lien is in effect, (iv) any Personal Property owned by a member of the EPLP Group as permitted under the Credit Agreement, (v) Consumer Goods, (vi) any Personal Property contemplated by Section 9.07(b)(i)(B) and (C) of the Credit Agreement (to the extent not already provided for hereunder) and (vii) any property which would constitute

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“serial number goods” under the Personal Property Security Act (Alberta) or other applicable Canadian provinces.

     The security interest granted hereby shall not extend or apply to and the Collateral shall exclude the last day of the term of any lease or any agreement now held or hereafter acquired by any Grantor, but should the Canadian Administrative Agent enforce this Security Interest, such Grantor will thereafter stand possessed of such last day and must hold it in trust to assign it to any Person acquiring such term in the course of the enforcement of this assignment and mortgage and charge. The security interest created hereby will not render the Canadian Administrative Agent liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which any Grantor is a party.

Section 2.02 No Subrogation.

     Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by any Secured Creditor, no Grantor shall be entitled to exercise any right of subrogation to any Secured Creditor against the Canadian Borrower or any other Grantor or any collateral security or pledge or guarantee or right of offset held by any Secured Creditor for the payment of the Obligations, nor shall any Grantor seek or be entitled to exercise any right to seek any indemnity, exoneration, participation, contribution or reimbursement from the Canadian Borrower or any other Grantor in respect of payments made by such Grantor hereunder, until all amounts owing to the Secured Creditors on account of the Obligations are irrevocably and indefeasibly paid in full in cash and all of the Canadian Allocated Aggregate Commitments are terminated. If any amount shall be paid to any Grantor on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably and indefeasibly paid in full in cash or any of the Canadian Allocated Aggregate Commitments are in effect, such amount shall be held by such Grantor in trust for the Secured Creditors, and shall, forthwith upon receipt by such Grantor, be turned over to the Canadian Administrative Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Canadian Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 11.02(d) of the Credit Agreement.

Section 2.03 Amendments, Etc. with respect to the Obligations.

     Each Grantor shall remain obligated hereunder, and such Grantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Grantor and without notice to, demand upon or further assent by any Grantor (which notice, demand and assent requirements are hereby expressly waived by such Grantor), (a) any demand for payment of any of the Obligations made by any Secured Creditor may be rescinded by such Secured Creditor or otherwise and any of the Obligations continued; (b) the Obligations, the liability of any other Person upon or for any part thereof or any collateral security or pledge or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Secured Creditor; (c) any Secured Document may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Creditors may deem advisable from time to time; (d) any collateral security, pledge, guarantee or right of offset at any time held by any Secured Creditor for the payment of the Obligations may be sold, exchanged, waived,

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surrendered or released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Obligations may from time to time secure the Obligations; and (f) any other event shall occur which constitutes a defence or release of sureties generally. No Secured Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the pledge and security grants contained in this Article II or any Personal Property subject thereto.

Section 2.04 Waivers.

     Each Grantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Creditor upon the pledge and security grants contained in this Article II or acceptance of the pledge and security grants contained in this Article II; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the pledge and security grants contained in this Article II and no notice of creation of the Obligations or any extension of credit already or hereafter contracted by or extended to the Canadian Borrower need be given to any Grantor; and all dealings between the Canadian Borrower and any of the Grantors, on the one hand, and the Secured Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the pledge and security grants contained in this Article II. Each Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Canadian Borrower or any of the Grantors with respect to the Obligations.

Section 2.05 Pledge Absolute and Unconditional.

(a) Except as provided in Section 2.01 and Section 8.12 hereof, each Grantor understands and agrees that the pledge and security grants contained in this Article II is, and shall be construed as, a continuing, completed, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defence of a surety or guarantor or Grantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following, to the extent permitted by applicable law:

(i)	the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditor;
(ii)	any defence, set-off or counterclaim (other than a defence of payment or performance) which may at any time be available to or be asserted by the Canadian Borrower or any other Person against any Secured Creditor;
(iii)	the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Canadian Borrower or any other Grantor or any other Person at any time

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	liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Borrower Obligation (or any part of them or interest therein) in or as a result of such proceeding;
(iv)	any sale, lease or transfer of any or all of the assets of the Canadian Borrower or any other Grantor, or any changes in the shareholders of the Canadian Borrower or any other Grantor;
(v)	any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Grantor;
(vi)	the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral for the Obligations;
(vii)	the absence of any attempt to collect the Obligations or any part of them from any Grantor;
(viii)	(A) the avoidance of any Lien in favour of the Secured Creditors or any of them for any reason; or (B) failure by any Secured Creditor to file or enforce a claim against the Canadian Borrower’s or any Grantor’s estate in any bankruptcy or insolvency case or proceeding; or
(ix)	any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 hereof (with or without notice to or knowledge of the Canadian Borrower or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of Canadian Borrower for the Obligations, or of such Grantor under the pledge and security grants contained in this Article II, in bankruptcy or in any other instance.

(b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Canadian Borrower, any other Grantor or any other Person or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Canadian Borrower, any other Grantor or any other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the Canadian Borrower, any other Grantor or any other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect

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	the rights and remedies, whether express, implied or available as a matter of law, of any Secured Creditor against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
(c)	The security granted hereunder is in addition to and not in substitution for any other security now or hereafter held by the Canadian Administrative Agent as security for the Obligations.

Section 2.06 Reinstatement.

     The pledge and security grants contained in this Article II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by any Secured Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Canadian Borrower or any Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Canadian Borrower or any Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

Section 2.07 Attachment

     Each Grantor acknowledges and agrees that (i) value has been given by the Secured Creditors, (ii) it has rights in the Collateral or the power to transfer rights in the Collateral, (iii) the security interest will attach to the Grantor’s existing property forming part of the Collateral when such Grantor signs this Agreement and to the Grantor’s after-acquired property forming part of the Collateral at the time the Grantor acquires rights in such property, and (iv) it has not otherwise agreed to postpone the time of attachment.

Article III
Representations and Warranties

     To induce the Canadian Administrative Agent and the Canadian Lenders to enter into the Credit Agreement and to induce the Canadian Lenders to make their respective extensions of credit to the Canadian Borrower thereunder and to induce the Secured Creditors to enter into Hedging Agreements and Treasury Management Agreements with the Canadian Borrower and the Significant Canadian Subsidiaries, each Grantor hereby represents and warrants to the Canadian Administrative Agent and each Canadian Lender for itself only that:

Section 3.01 Title; No Other Liens.

     Except for Permitted Liens and the security interest granted to the Canadian Administrative Agent for the rateable benefit of the Secured Creditors pursuant to this Agreement, such Grantor is the registered and beneficial owner of its Collateral free and clear of any and all Liens and has the power to transfer each item of the Collateral in which a Lien is granted by it hereunder, free and clear of any Lien. Except with respect to Liens permitted by Section 10.02(b), (c), (e) or (g) of the Credit Agreement, no financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favour of the Canadian Administrative Agent, for the rateable

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benefit of the Secured Creditors, pursuant to this Agreement or as are filed to secure Liens permitted by Section 10.02 of the Credit Agreement.

Section 3.02 Perfected First Priority Liens.

     The security interests granted pursuant to this Agreement (a) upon the completion of the filings and the other actions specified on Schedule 2 constitute valid perfected security interests in all of the Collateral in favour of the Canadian Administrative Agent, for the rateable benefit of the Secured Creditors, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof, except, in each case, for Liens expressly permitted by the Credit Agreement.

Section 3.03 Grantor Information.

     On the date hereof, the correct legal name of such Grantor, such Grantor’s jurisdiction of organization and organizational number, the location(s) of such Grantor’s chief executive office or sole place of business and all other Canadian provinces or territories where Collateral is stored or located are specified on Schedule 3. The Grantor does not have a French form of name or a combined French/English or English/French form of name.

Section 3.04 Instruments and Chattel Paper.

     Such Grantor has delivered to the Canadian Administrative Agent all Collateral constituting a Document of Title, Instrument, Certificated Security or Chattel Paper in excess of $5,000,000 that is required to be delivered under Section 4.03 hereof. No Collateral constituting a Document of Title, Chattel Paper, Certificated Security or Instrument contains any statement therein to the effect that such Collateral has been assigned to an identified party other than the Canadian Administrative Agent, and the grant of a security interest in such Collateral in favour of the Canadian Administrative Agent hereunder does not violate the rights of any other Person as a secured party.

Section 3.05 Truth of Information; Books and Records.

     All information with respect to the Collateral set forth in any schedule or certificate at any time heretofore or hereafter furnished by such Grantor to the Canadian Administrative Agent is and will be true and correct in all material respects as of the date furnished. On the date hereof, the place where each Grantor keeps its records concerning its Accounts and Intangibles is set forth on Schedule 4.

Section 3.06 Governmental Obligors.

     As of the Initial Funding Date, none of the Account Debtors on a material portion of such Grantor’s Accounts, Chattel Paper, Intangibles or Instruments is a Governmental Authority.

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Article IV
Covenants

     Each Grantor covenants and agrees with the Canadian Administrative Agent and the Canadian Lenders for itself only that, from and after the date of this Agreement until the Obligations under the Credit Agreement shall have been paid in full in cash, and all of the Canadian Allocated Aggregate Commitments shall have been permanently terminated:

Section 4.01 Maintenance of Perfected Security Interest; Further Documentation.

     Except as set forth in the Credit Agreement, including, without limitation, any merger, consolidation, liquidation, sale, assignment, transfer or other disposition permitted by Section 10.08 or 10.14 of the Credit Agreement, each Grantor agrees that:

(a)	it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.02 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever;
(b)	it will furnish to the Canadian Administrative Agent and the Canadian Lenders from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Canadian Administrative Agent may reasonably request, all in reasonable detail, provided that upon any Account Debtor that is a Governmental Authority having a material portion of all the Grantors’ Accounts, Chattel Paper, Instruments or Intangibles, taken as a whole, it will promptly furnish such statement to the Canadian Administrative Agent all in reasonable detail, as the Canadian Administrative Agent may reasonably request; and
(c)	at any time and from time to time, upon the written request of the Canadian Administrative Agent, and at the sole expense of such Grantor, it will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Canadian Administrative Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the PPSA (or other similar domestic laws) in effect in any jurisdiction with respect to the security interests created hereby.

Section 4.02 Changes in Locations, Name, Etc.

     Such Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed where such Grantor has its chief executive office and/or where it owns assets. Without limitation of Section 9.03 of the Credit Agreement or any other covenant herein, such Grantor will not cause or permit any change in (a) its corporate or legal name, (b) its identity or corporate structure or the jurisdiction in which it is incorporated, organized or formed, (c) its chief executive office or registered office or principal place of business or (d) any other location of its business or any Collateral, unless, in each case, such Grantor shall have first (i) notified the

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Canadian Administrative Agent of such change prior to the effective date of such change and (ii) taken all action reasonably requested by the Canadian Administrative Agent for the purpose of maintaining the perfection and priority of the Canadian Administrative Agent’s security interests under this Agreement. In any notice furnished pursuant to this Section 4.02, such Grantor will expressly state in a conspicuous manner that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purposes of continuing perfection of the Canadian Administrative Agent’s security interest in the Collateral. In the case of the Canadian Borrower, it shall provide prompt advance notice of any change in the corporate or legal name of its general partner.

Section 4.03 Instruments, Certificated Securities, Documents of Title and Chattel Paper.

     If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security (excluding any Investment Property which is already provided for separately in Section 9.07 of the Credit Agreement), Document of Title or Chattel Paper having a value in excess of $5,000,000, such item shall be immediately delivered to the Canadian Administrative Agent, duly endorsed in a manner satisfactory to the Canadian Administrative Agent, to be held as Collateral pursuant to this Agreement.

Section 4.04 Motor Vehicles

     At the Canadian Administrative Agent’s request, the Grantors will provide a list of all motor vehicles owned by each of the Grantors by model, model year, location (i.e., jurisdiction) and vehicle identification number.

Article V
Remedial Provisions

Section 5.01 PPSA and Other Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, the Canadian Administrative Agent, on behalf of the Secured Creditors, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the Canadian Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defences, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Creditor or elsewhere upon such commercially reasonable terms and conditions as it may deem advisable and at such

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commercially reasonable prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. If applicable to any particular item of Collateral, each Grantor further agrees, at the Canadian Administrative Agent’s request following an acceleration of the Indebtedness under Section 11.02(a) of the Credit Agreement, to assemble the Collateral and make it available to the Canadian Administrative Agent at places which the Canadian Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, unless prohibited by agreements with unaffiliated third parties. Any such sale or transfer by the Canadian Administrative Agent either to itself or to any other Person shall, to the fullest extent permitted under applicable law, be absolutely free from any claim of right by Grantor, including any equity or right of redemption, stay or appraisal which Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Canadian Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Canadian Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Canadian Administrative Agent and the Secured Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the Credit Agreement, and only after such application and after the payment by the Canadian Administrative Agent of any other amount required by any provision of law need the Canadian Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Canadian Administrative Agent or any Secured Creditor arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

(b) In the event that the Canadian Administrative Agent elects not to sell the Collateral, the Canadian Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner.

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(c) The Canadian Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral. Without limitation, the Canadian Administrative Agent may by appointment in writing appoint a receiver, interim receiver, receiver and manager or agent (each referred to as a “Receiver”) of the Collateral (which term when used in this Section will include the whole or any part of the Collateral) and may remove or replace such Receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of the Collateral; and the terms “Canadian Administrative Agent” and “Secured Creditor” when used in this Article V and other sections of this Agreement granting remedies to the Canadian Administrative Agent and the Secured Creditors will include any Receiver so appointed and the agents, officers and employees of such Receiver; and no Secured Creditor will be in any way responsible for any misconduct or negligence of any such Receiver.

Section 5.02 Collections on Accounts, Etc.

     The Canadian Administrative Agent hereby authorizes each Grantor to collect upon the Collateral that is represented by Accounts, Instruments, Investment Property, Intangibles, Chattel Paper and Documents of Title subject to the Canadian Administrative Agent’s direction and control, and the Canadian Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. Upon the request of the Canadian Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify the Account Debtors that the applicable Accounts, Chattel Paper, Intangibles and Instruments have been assigned to the Canadian Administrative Agent for the rateable benefit of the Secured Creditors and that payments in respect thereof shall be made directly to the Canadian Administrative Agent. The Canadian Administrative Agent may in its own name or in the name of others communicate with the Account Debtors to verify with them to its satisfaction the existence, amount and terms of any such Accounts, Chattel Paper, Intangibles or Instruments. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Canadian Administrative Agent nor any Canadian Lender shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Canadian Administrative Agent or any Canadian Lender of any payment relating thereto, nor shall the Canadian Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. Where any Investment Property is held in or credited to an account that has been established with a Securities Intermediary, the Canadian Administrative Agent may, at any time upon the occurrence and during the continuance of an Event of Default, give a notice of exclusive control to any such Securities Intermediary with respect to such Investment Property.

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Section 5.03 Proceeds.

     If required by the Canadian Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper, Investment Property and Documents of Title, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Canadian Administrative Agent if required, in a special collateral account maintained by the Canadian Administrative Agent, subject to withdrawal by the Canadian Administrative Agent for the rateable benefit of the Secured Creditors only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Canadian Administrative Agent for the rateable benefit of the Secured Creditors, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper and Instruments) while held by the Canadian Administrative Agent (or by any Grantor in trust for the Canadian Administrative Agent for the rateable benefit of the Secured Creditors) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Canadian Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Canadian Administrative Agent’s election, the Canadian Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Canadian Administrative Agent may elect, and any part of such funds which the Canadian Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Canadian Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Section 5.04 Deficiency.

     Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Canadian Administrative Agent or any Secured Creditor to collect such deficiency.

Section 5.05 Non-Judicial Enforcement.

     The Canadian Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Canadian Administrative Agent to enforce its rights by judicial process.

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Article VI
The Canadian Administrative Agent

Section 6.01 Canadian Administrative Agent’s Appointment as Attorney-in-Fact, Etc.

(a) Anything in this Section 6.01(a) to the contrary notwithstanding, the Canadian Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.01(a) unless an Event of Default shall have occurred and be continuing. Each Grantor hereby irrevocably constitutes and appoints the Canadian Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Canadian Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i)

unless being disputed under Section 9.03(a) of the Credit Agreement, pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document and pay all or any part of the premiums therefor and the costs thereof; and

(ii)

(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Canadian Administrative Agent or as the Canadian Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any cheque, draft, note, acceptance or other instrument for the payment of moneys due with respect to any Collateral and commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (D) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Canadian Administrative Agent may deem appropriate; and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Canadian Administrative Agent were the absolute owner thereof for all purposes, and do, at the Canadian Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the

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Canadian Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Canadian Administrative Agent’s and the Secured Creditors’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

(b)	If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Canadian Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c)	The reasonable expenses of the Canadian Administrative Agent incurred in connection with actions undertaken as provided in this Section 6.01, together with interest thereon at a rate per annum equal to the Post-Default Rate, but in no event to exceed the Highest Lawful Rate, from the date of payment by the Canadian Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Canadian Administrative Agent on demand.
(d)	All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 6.02 Duty of Canadian Administrative Agent.

     The Canadian Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Canadian Administrative Agent deals with similar property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. To the fullest extent permitted under applicable law, neither the Canadian Administrative Agent, any Secured Creditor nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Canadian Administrative Agent and the Secured Creditors hereunder are solely to protect the Canadian Administrative Agent’s and the Secured Creditors’ interests in the Collateral and shall not impose any duty upon the Canadian Administrative Agent or any Secured Creditor to exercise any such powers. The Canadian Administrative Agent and the Secured Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct. To the fullest extent permitted by applicable law, the Canadian Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonour, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Grantor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or

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is deemed to have knowledge of such matters. Each Grantor, to the extent permitted by applicable law, waives any right of marshalling in respect of any and all Collateral, and waives any right to require the Canadian Administrative Agent or any Secured Creditor to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Canadian Administrative Agent or any Secured Creditor now has or may hereafter have against each Grantor, any Grantor or other Person.

Section 6.03 Filing of Financing Statements.

     Pursuant to the PPSA and any other applicable law, each Grantor authorizes the Canadian Administrative Agent or its agents to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Canadian Administrative Agent reasonably determines appropriate to perfect the security interests of the Canadian Administrative Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

     Each Grantor waives its right to receive a copy of a financing statement or financing change statement registered by the Canadian Administrative Agent or its agents or any verification statement pertaining to such registration.

Section 6.04 Authority of Canadian Administrative Agent.

     Each Grantor acknowledges that the rights and responsibilities of the Canadian Administrative Agent under this Agreement with respect to any action taken by the Canadian Administrative Agent or the exercise or non-exercise by the Canadian Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Canadian Administrative Agent and the Secured Creditors, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Canadian Administrative Agent and the Grantors, the Canadian Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Creditors with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Article VII
Subordination of Indebtedness

Section 7.01 Subordination of All Grantor Claims.

     As used herein, the term “Grantor Claims” shall mean all debts and obligations of the Canadian Borrower or any other Grantor to any other Grantor, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favour such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired. Except for payments permitted by the Credit Agreement,

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after and during the continuation of an Event of Default, no Grantor shall receive or collect, directly or indirectly, from any obligor in respect thereof any amount upon the Grantor Claims.

Section 7.02 Claims in Bankruptcy.

     In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Grantor, the Canadian Administrative Agent on behalf of the Canadian Administrative Agent and the Secured Creditors shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Canadian Administrative Agent for the benefit of the Canadian Administrative Agent and the Secured Creditors for application against the Obligations as provided under the Credit Agreement. Should the Canadian Administrative Agent or Secured Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantors, shall constitute a credit upon the Grantor Claims, then upon payment in full in cash of the Obligations, and the permanent termination of all of the Canadian Allocated Aggregate Commitments, the intended recipient shall become subrogated to the rights of the Canadian Administrative Agent and the Secured Creditors to the extent that such payments to the Canadian Administrative Agent and the Canadian Lenders on the Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Canadian Administrative Agent and the Secured Creditors had not received dividends or payments upon the Grantor Claims.

Section 7.03 Payments Held in Trust.

     In the event that notwithstanding Section 7.01 and Section 7.02 hereof, any Grantor should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the Canadian Administrative Agent and the Secured Creditors an amount equal to the amount of all funds, payments, claims or distributions so received and (b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the Canadian Administrative Agent, for the benefit of the Secured Creditors; and each Grantor covenants promptly to pay the same to the Canadian Administrative Agent.

Section 7.04 Liens Subordinate.

     Each Grantor agrees that, until the Obligations are paid in full in cash, and the permanent termination of all of the Canadian Allocated Aggregate Commitments, any Liens securing payment of the Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of whether such encumbrances in favour of such Grantor, the Canadian Administrative Agent or any Secured Creditor presently exist or are hereafter created or attach. Without the prior written consent of the Canadian Administrative Agent, no Grantor, during the period in which any of the Obligations are outstanding or the Aggregate Commitments are in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Grantor Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including

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without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it that secures Grantor Claims.

Section 7.05 Notation of Records.

     Upon the request of the Canadian Administrative Agent, all promissory notes and all accounts receivable ledgers or other evidence of the Grantor Claims accepted by or held by any Grantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.

Article VIII
Miscellaneous

Section 8.01 Waiver.

     No failure on the part of the Canadian Administrative Agent or any Secured Creditor to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a waiver of any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity.

Section 8.02 Notices.

     All notices and other communications provided for herein shall be given in the manner and subject to the terms of Section 13.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1.

Section 8.03 Amendments in Writing.

     None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 13.04 of the Credit Agreement.

Section 8.04 Successors and Assigns.

     The provisions of this Agreement shall be binding upon the Grantors and their successors and permitted assigns and shall inure to the benefit of the Canadian Administrative Agent and the Secured Creditors and their respective successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Canadian Administrative Agent and the Lenders unless otherwise permitted by the terms of the Credit Agreement or this Agreement, and any such purported assignment, transfer or delegation shall be null and void.

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Section 8.05 Survival; Revival; Reinstatement.

(a)

All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document to which it is a party shall be considered to have been relied upon by the Canadian Administrative Agent and the other Secured Creditors and shall survive the execution and delivery of this Agreement and the making of any Canadian Tranche Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Canadian Administrative Agent and the other Secured Creditors may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Canadian Tranche Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid and so long as the Canadian Allocated Aggregate Commitments have not expired or been permanently terminated.

(b)

To the extent that any payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Canadian Administrative Agent’s and the Secured Creditors’ Liens, security interests, rights, powers and remedies under this Agreement and each other Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Grantors shall take such action as may be reasonably requested by the Canadian Administrative Agent and the Secured Creditors to effect such reinstatement.

Section 8.06 Counterparts; Integration; Effectiveness; Conflicts.

(a)	This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
(b)	This Agreement and the other Loan Documents embody the entire agreement and understanding between the parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. This Agreement and the Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
(c)	This Agreement shall become effective when it shall have been executed by the Canadian Administrative Agent and when the Canadian Administrative Agent

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shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

(d) In the event of a conflict between the provisions hereof and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall control.

Section 8.07 Severability.

     Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 8.08 Governing Law; Submission to Jurisdiction.

(a)	THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ALBERTA AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
(b)	ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ALBERTA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.
(c)	EACH GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GRANTOR AT ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR AS UPDATED FROM TIME TO TIME, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

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(d)

NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE CANADIAN ADMINISTRATIVE AGENT OR ANY CANADIAN LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GRANTORS IN ANY OTHER JURISDICTION.

(e)

EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE CANADIAN ADMINISTRATIVE AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.08.

Section 8.09 Headings.

     Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 8.10 Acknowledgments.

     Each Grantor hereby acknowledges that:

(a)

it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b)

neither the Canadian Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Canadian Administrative Agent and Secured Creditors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

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(c)	no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Creditors or among the Grantors and the Secured Creditors;
(d)	it has received a copy of this Agreement; and
(e)	each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Loan Documents; and has received the advice of its attorney in entering into this Agreement and the Loan Documents; and that it recognizes that certain of the terms of this Agreement and the Loan Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Section 8.11 Additional Grantor.

     Each Significant Canadian Subsidiary that is required to become a party to this Agreement pursuant to Section 9.07(b) of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement in the form of Annex I hereto and shall thereafter have the same rights, benefits and obligations as a Grantor party hereto on the date hereof.

Section 8.12 Releases.

(a) Full Release. The grant of a security interest hereunder and all of rights, powers and remedies in connection herewith shall remain in full force and effect until the Canadian Administrative Agent has (i) retransferred and delivered all Collateral in its possession to the Grantors and (ii) executed a written release or termination statement and reassigned to the Grantors without recourse or warranty any remaining Collateral and all rights conveyed hereby in accordance with the next sentence. Pursuant to the satisfaction of the conditions set forth in Section 9.07(d)(iv) of the Credit Agreement or upon the complete payment of the Obligations under the Credit Agreement and the compliance by the Grantors with all covenants and agreements hereof and the permanent termination of the Canadian Allocated Aggregate Commitments, the Canadian Administrative Agent, at the written request and expense of the Canadian Borrower, will promptly release, reassign and transfer pursuant to Section 9.07(d) of the Credit

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Agreement the Collateral to the Grantors and declare this Agreement to be of no further force or effect.

(b)

Partial Release. Notwithstanding anything contained herein to the contrary, the Grantors are authorized to release pursuant to Section 9.07(d) of the Credit Agreement any Collateral that is Transferred in compliance with Sections 10.08 and 10.14 of the Credit Agreement at which point the liens and security interests shall terminate with respect to such Collateral and this Agreement shall have no further force or effect with respect to such released Collateral; provided that so long as the lien in favour of the Canadian Administrative Agent continues in the proceeds of such Transfer of such Collateral, or to the extent such Collateral is Transferred to the Canadian Borrower or any other Grantor, such lien continues in such Collateral.

(c)

Retention in Satisfaction. No action taken or omission to act by the Canadian Administrative Agent or the Secured Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Canadian Administrative Agent and the Secured Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 8.12(a) hereof.

Section 8.13 Acceptance.

     Each Grantor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the Canadian Administrative Agent and the Secured Creditors being conclusively presumed by their request for this Agreement and delivery of the same to the Canadian Administrative Agent.

Section 8.14 English Language

     The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including Notices, Schedules, Exhibits and authorizations, have been and shall be drawn up in the English language only. Les Parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en anglais seulement.

[Signature Pages to Follow]

     IN WITNESS WHEREOF, each of the undersigned has caused this Canadian Collateral Agreement to be duly executed and delivered as of the date first above written.

GRANTOR:	EXTERRAN CANADA, LIMITED
	PARTNERSHIP
	By: EXTERRAN CANADIAN PARTNERSHIP
	HOLDINGS GP ULC, its general partner
	By:	/s/ David L. Edelmaier
	Name:	David L. Edelmaier
	Title:

Signature Page – Canadian Collateral Agreement

Acknowledged and Agreed to as
of the date hereof by:

CANADIAN ADMINISTRATIVE AGENT:	WACHOVIA CAPITAL FINANCE
	CORPORATION (CANADA)
	By:	/s/ Raymond Eghobamien
	Name:	Raymond Eghobamien
	Title:	Vice President

Acknowledgement Page – Canadian Collateral Agreement

Annex I

Supplement

     This SUPPLEMENT, dated as of [           ], 200[ ], made by [           ], a [          ] (the “Additional Grantor”), in favour of Wachovia Capital Finance Corporation (Canada), as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) for the “Canadian Tranche Revolving Lenders” (the “Lenders”) from time to time party to the Credit Agreement (defined below) and, in the case of any Secured Hedging Agreement or any Secured Treasury Management Agreement referred to in the Canadian Collateral Agreement (defined below), any Lender Affiliate of a Canadian Tranche Revolving Lender (in each case as defined in the Credit Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement or in the Canadian Collateral Agreement (defined below), as applicable.

W I T N E S S E T H:

     WHEREAS, Exterran Holdings, Inc., a Delaware corporation (the “US Borrower”) and Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the Administrative Agents, the Lenders and the other Agents party thereto have entered into a Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

     WHEREAS, in connection with the Credit Agreement the Canadian Borrower and any of its other Significant Canadian Subsidiaries (each a “Grantor”) have entered into a Canadian Collateral Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Canadian Collateral Agreement”) in favour of the Canadian Administrative Agent for the benefit of the Secured Creditors;

     WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Canadian Collateral Agreement; and

     WHEREAS, the Additional Grantor has agreed to execute and deliver this Supplement in order to become a party to the Canadian Collateral Agreement;

     NOW, THEREFORE, IT IS AGREED:

1. Collateral Agreement.

     By executing and delivering this Supplement, the Additional Grantor, as provided in Section 8.11 of the Canadian Collateral Agreement, hereby becomes a party to the Canadian Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, (a) hereby expressly assumes all obligations and liabilities of a Grantor thereunder and (b) expressly hereby pledges, assigns and transfers to the Canadian Administrative Agent, and hereby grants to the

Annex I - - 1

Canadian Administrative Agent, for the rateable benefit of the Secured Creditors, a security interest in all of the Collateral now owned or at any time hereafter acquired by such Additional Grantor or in which such Additional Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedules 1 through 3 to the Canadian Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties as they relate to such Additional Grantor or to the Loan Documents to which such Additional Grantor is a party contained in Article III of the Canadian Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of such date, such representations and warranties shall continue to be true and correct as of such specified earlier date.

2. Governing Law.

     This Supplement shall be governed by, and construed in accordance with, the laws of the Province of Alberta.

     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By:

Name:

Title:

Annex I - 2

Schedule 1

NOTICE ADDRESSES OF GRANTORS

Exterran Canada, Limited Partnership

4949 76^th Avenue SE
Calgary, Alberta T2C 3C6
Attention: Country Manager
Facsimile: 403-279-1348

With a copy to:

4444 Brittmoore Rd.
Houston, Texas 77041
Attention: General Counsel
Facsimile: 713-335-7867

Schedule 1 - 1

Schedule 2

FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS

1. Filing of applicable PPSA financing statements with respect to the Collateral in the provinces of British Columbia, Alberta, Saskatchewan and Nova Scotia.

Schedule 2 - 1

Schedule 3

LOCATION OF JURISDICTION OF ORGANIZATION
AND CHIEF EXECUTIVE OFFICE / OTHER COLLATERAL LOCATIONS

Exterran Canada, Limited Partnership (formed under the laws of Nova Scotia)

Chief Executive Office

4949 76^th Avenue SE
Calgary, Alberta T2C 3C6

Other Collateral Locations

British Columbia
Saskatchewan
Nova Scotia

Schedule 3 - 1

Schedule 4

LOCATION OF RECORDS

4949 76^th Avenue SE
Calgary, Alberta T2C 3C6

Schedule 3 - 1

EX-10.8

EXHIBIT 10.8

EXTERRAN ABS 2007 LLC

Issuer

EXTERRAN ABS LEASING 2007 LLC
Exterran ABS Lessor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
Indenture Trustee

INDENTURE

DATED AS OF AUGUST 20, 2007

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 101 Defined Terms	5
Section 102 Other Definitional Provisions	5
Section 103 Computation of Time Periods	5
Section 104 Power of Attorney	5
ARTICLE II
THE NOTES
Section 201 Authorization of Notes	6
Section 202 Form of Notes; Global Notes	6
Section 203 Execution; Recourse Obligation	8
Section 204 Certificate of Authentication	9
Section 205 Registration; Registration of Transfer and Exchange of Notes	9
Section 206 Mutilated, Destroyed, Lost and Stolen Notes	11
Section 207 Delivery, Retention and Cancellation of Notes	11
Section 208 ERISA Deemed Representations	11
Section 209 Determination of Requisite Global Majority	11
ARTICLE III
PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS; STATEMENTS TO NOTEHOLDERS
Section 301 Principal and Interest	12
Section 302 Trust Account	12
Section 303 Investment of Monies Held in the Transaction Accounts	19
Section 304 Control	19
Section 305 Reports	19
Section 306 Records	19
Section 307 CUSIP Numbers	20
Section 308 No Claim	20
Section 309 Compliance with Withholding Requirements	20
Section 310 Tax Treatment of Notes	20
Section 311 Rights of Noteholders	20
Section 312 Collections and Allocations	20
Section 313 Purchase Account	20
ARTICLE IV
COLLATERAL
Section 401 Collateral	21
Section 402 Pro Rata Interest	22
Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact; Certain Rights of Control Party	22
Section 404 Release of Security Interest	24
Section 405 Administration of Collateral	24

ARTICLE V A
REPRESENTATIONS AND WARRANTIES OF ISSUER
Section 501 Existence	25
Section 502 Authorization	25
Section 503 Due Qualification	26
Section 504 No Conflict; Legal Compliance	26
Section 505 Validity and Binding Effect	26
Section 506 Financial Statements	26
Section 507 Executive Offices	26
Section 508 No Agreements or Contracts	26
Section 509 Consents and Approvals	26
Section 510 Margin Regulations	26
Section 511 Taxes	27
Section 512 Other Regulations	27
Section 513 Solvency and Separateness	27
Section 514 Insolvency; Fraudulent Conveyance	29
Section 515 No Default	29
Section 516 No Proceedings or Injunctions	29
Section 517 Compliance with Law	29
Section 518 Title; Liens	29
Section 519 Ownership; Subsidiaries	29
Section 520 No Partnership	30
Section 521 UCC Information	30
Section 522 Security Interest Representations	30
Section 523 Ordinary Course	31
Section 524 Stamping and Storage of User Contracts	31
Section 525 Identification Marks	31
Section 526 Intellectual Property	31
Section 527 Taxpayer Identification Number	31
Section 528 Disclosure	31
ARTICLE V B
REPRESENTATION AND WARRANTIES OF EXTERRAN ABS LESSOR
Section 529 Existence	32
Section 530 Authorization	32
Section 531 Due Qualification	32
Section 532 No Conflict; Legal Compliance	32
Section 533 Validity and Binding Effect	32
Section 534 Executive Offices	32
Section 535 No Agreements or Contracts	32
Section 536 Consents and Approvals	32
Section 537 Taxes	33
Section 538 Solvency and Separateness	33
Section 539 Insolvency; Fraudulent Conveyance	34
Section 540 No Default	35
Section 541 No Proceedings or Injunctions	35
Section 542 Compliance with Law	35
Section 543 Title; Liens	35
Section 544 Ownership; Subsidiaries	35
Section 545 No Partnership	35
Section 546 UCC Information	35
Section 547 Security Interest Representations	36

Section 548 Identification Marks	36
Section 549 Intellectual Property	37
Section 550 Taxpayer Identification Number	37
Section 551 Disclosure	37
ARTICLE VI A
COVENANTS OF ISSUER
Section 601 Payment of Principal and Interest; Payment of Taxes	37
Section 602 Preservation of Name; Maintenance of Office; Jurisdiction of Formation	37
Section 603 Corporate Existence	38
Section 604 Compliance with Law	38
Section 605 Protection of Issuer Collateral	38
Section 606 Defend Title to Collateral	38
Section 607 Enforce Contract Rights	38
Section 608 Negative Covenants Regarding Issuer Collateral (including Related Documents)	38
Section 609 Non-Consolidation of the Issuer	39
Section 610 No Bankruptcy Petition	40
Section 611 Liens	40
Section 612 Other Debt	40
Section 613 Guarantees, Loans, Advances and Other Liabilities	41
Section 614 Consolidation, Merger and Sale of Assets	41
Section 615 Other Agreements	41
Section 616 Organizational Documents	41
Section 617 Capital Expenditures	41
Section 618 Permitted Activities; Compliance with Organizational Documents	41
Section 619 Investment Company Act	42
Section 620 Payments of Collateral	42
Section 621 [Reserved]	42
Section 622 Notices	42
Section 623 Books and Records	42
Section 624 Taxes	42
Section 625 Subsidiaries	43
Section 626 Investments	43
Section 627 Use of Proceeds	43
Section 628 Asset Base Certificate	43
Section 629 Financial Statements	43
Section 630 Rule 144A Information	43
Section 631 Hedging Requirements	43
Section 632 Separate Identity	45
Section 633 Annual Perfection Opinion	45
Section 634 Identification Marks	45
Section 635 Storage and Maintenance of Contract Files	45
Section 636 Use of Owner Compressors	45
Section 637 Maintenance and Repair of Owner Compressors	45
Section 638 Alterations	46
Section 639 User Contracts	46
Section 640 Loss, Damage or Destruction of Owner Compressors	47
Section 641 Intellectual Property Filings	47
Section 642 Fixture and Accessions	47
Section 643 Contracts with Exterran Affiliates	47
Section 644 Contracts Containing Purchase Options	47
Section 645 Sales of Owner Compressors to an Exterran Affiliate	48
Section 646 Sales of Owner Compressors to Third Parties	48
Section 647 Owner Compressors Located Outside of the United States	49

Section 648 Distributions	49
Section 649 Substitution of Owner Compressors	49
Section 650 Appraisal	50
Section 651 OFAC	50
ARTICLE VI B
COVENANTS OF EXTERRAN ABS LESSOR
Section 652 Preservation of Name; Maintenance of Office; Jurisdiction of Formation	50
Section 653 Corporate Existence	50
Section 654 Compliance with Law	50
Section 655 Protection of the Exterran ABS Lessor Collateral	50
Section 656 Defend Title to the Exterran ABS Lessor Collateral	51
Section 657 Enforce Contract Rights	51
Section 658 Negative Covenants Regarding the Exterran ABS Lessor Collateral (including Related Documents)	51
Section 659 Non-Consolidation of the Exterran ABS Lessor	52
Section 660 No Bankruptcy Petition	53
Section 661 Liens	53
Section 662 Other Debt	53
Section 663 Guarantees, Loans, Advances and Other Liabilities	53
Section 664 Consolidation, Merger and Sale of Assets	53
Section 665 Other Agreements	54
Section 666 Organizational Documents	54
Section 667 Capital Expenditures	54
Section 668 Permitted Activities; Compliance with Organizational Documents	54
Section 669 Investment Company Act	54
Section 670 Payments of the Collateral	54
Section 671 Permitted Activities; Compliance with Organizational Documents	54
Section 672 Notices	54
Section 673 Books and Records	55
Section 674 Taxes	55
Section 675 Subsidiaries	55
Section 676 Investments	55
Section 677 Separate Identity	55
Section 678 OFAC	56
ARTICLE VII
DISCHARGE OF INDENTURE; PREPAYMENTS
Section 701 Full Discharge	56
Section 702 Prepayment of Notes	56
ARTICLE VIII
DEFAULT PROVISIONS AND REMEDIES
Section 801 Event of Default	58
Section 802 Acceleration of Stated Maturity; Rescission and Annulment	61
Section 803 Collection of Indebtedness	62
Section 804 Remedies	62
Section 805 Indenture Trustee May Enforce Claims Without Possession of Notes	63
Section 806 Allocation of Money Collected	63
Section 807 Limitation on Suits	63
Section 808 Right of Holders to Receive Principal and Interest	64

Section 809 Restoration of Rights and Remedies	64
Section 810 Rights and Remedies Cumulative	64
Section 811 Delay or Omission Not Waiver	64
Section 812 Control by Requisite Global Majority	64
Section 813 Waiver of Past Defaults	64
Section 814 Undertaking for Costs	65
Section 815 Waiver of Stay or Extension Laws	65
Section 816 Sale of Collateral	65
Section 817 Action on Notes	66
Section 818 Determination of Existence of Event of Default for Purposes of Section 302(e)	66
Section 819 Notification of Each Series Enhancer and Interest Rate Hedge Provider	66
ARTICLE IX
CONCERNING THE INDENTURE TRUSTEE
Section 901 Duties of the Indenture Trustee	66
Section 902 Certain Matters Affecting the Indenture Trustee	67
Section 903 Indenture Trustee Not Liable	68
Section 904 Indenture Trustee May Own Notes	69
Section 905 Indenture Trustee’s Fees and Expenses	69
Section 906 Eligibility Requirements for the Indenture Trustee	69
Section 907 Resignation and Removal of the Indenture Trustee	69
Section 908 Successor Indenture Trustee	70
Section 909 Merger or Consolidation of the Indenture Trustee	70
Section 910 Separate Indenture Trustees, Co-Indenture Trustees and Custodians	70
Section 911 Representations and Warranties	71
Section 912 Indenture Trustee Offices	73
Section 913 Notice of Event of Default	73
Section 914 Indenture Trustee’s Application for Instructions from the Issuer	73
Section 915 Indenture Trustee’s Duties — Monthly Tape	73
ARTICLE X
SUPPLEMENTAL INDENTURES; AMENDMENTS
Section 1001 Supplemental Indentures Not Requiring Consent of Holders	74
Section 1002 Supplemental Amendment (Not Creating a New Series) with Consent of Holders	75
Section 1003 Execution of Supplemental Indentures	76
Section 1004 Effect of Supplemental Indentures	76
Section 1005 Reference in Notes to Supplemental Indentures	76
Section 1006 Issuance of Series of Notes	76
ARTICLE XI
HOLDERS LISTS
Section 1101 Indenture Trustee to Furnish Issuer Names and Addresses of Holders	78
Section 1102 Preservation of Information; Communications to Holders	78
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201 Compliance Certificates and Opinions	78
Section 1202 Form of Documents Delivered to Indenture Trustee	79

Section 1203 Acts of Holders	79
Section 1204 Inspection	79
Section 1205 Limitation of Rights	80
Section 1206 Severability	80
Section 1207 Notices	80
Section 1208 Consent to Jurisdiction	80
Section 1209 Captions	81
Section 1210 Governing Law	81
Section 1211 No Petition	81
Section 1212 Counterparts	81
Section 1213 WAIVER OF JURY TRIAL	81
Section 1214 Waiver of Immunity	81
Section 1215 Judgment Currency	81
Section 1216 Assignment of Rights of a Series Enhancer	82
Section 1217 Limitation on Payment	82

Exhibits

A	—	Form of Investment Letter
B	—	Form of Control Agreement
C	—	Form of Officer’s Certificate pursuant to Section 404 of the Indenture

Appendices

A — Master Index of Defined Terms

Schedules

1	—	Perfection Certificate – Issuer
2	—	Perfection Certificate – Exterran ABS Lessor

     This Indenture, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time as permitted hereby, the “Indenture”), between EXTERRAN ABS 2007 LLC, a limited liability company formed under the laws of the State of Delaware (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS LEASING 2007 LLC, a limited liability company formed under the laws of the State of Delaware (the “Exterran ABS Lessor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (together with any successor appointed in accordance with the terms hereof, the “Indenture Trustee”).

GRANTING CLAUSE

          (a) To secure the payment of all Outstanding Obligations and the performance and observance by the Issuer of all of the Issuer’s covenants and agreements contained in this Indenture and all other Related Documents (all such amounts and other obligations collectively, the “Secured Obligations”):

          The Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all of the Issuer’s right, title and interest in, to and under the following, whether now owned or existing or hereafter created or acquired and wherever located:

          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of the Issuer under, or with respect to, the Compressor Related Assets;

          (ii) All Securitization Collections and all amounts, revenues, Proceeds and other sums of money due or to become due, with respect to the Compressor Related Assets including, without limitation, (1) all revenues, payments and other moneys, including all insurance payments and proceeds and claims for losses due, or to become due, to the Issuer under, and all claims for damages arising out of the breach of any Compressor Related Asset; (2) the right of the Issuer to terminate, perform under, or compel performance of the terms of each Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each Compressor Related Asset and any rights of the Issuer in respect of any subcontracts or assignments permitted under the Related Documents;

          (iii) The Contribution Agreement, the Management Agreement, the Intercreditor Agreement, all Interest Rate Swap Agreements, each Lease and all other Related Documents and all of the Issuer’s rights and remedies (whether directly or as assignee) under any of the foregoing agreements;

          (iv) All Securities Accounts and Deposit Accounts, including, without limitation, the Trust Account, the Lockbox Account, the ABS Lockbox Account (if any), the Purchase Account and, for the benefit of the Noteholders and the Series Enhancer for the related Series only, any Series Account; together with all cash and cash equivalents, Money, Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and other instruments or amounts credited to or deposited from time to time in any of the foregoing;

          (v) All Accounts;

          (vi) All Chattel Paper;

          (vii) All Commercial Tort Claims;

          (viii) All Contracts;

          (ix) All Documents;

          (x) All Equipment;

          (xi) All General Intangibles and all Payment Intangibles (including, if General Intangibles, all membership interests in the Exterran ABS Lessor);

          (xii) All Goods;

          (xiii) All Instruments;

          (xiv) All Intellectual Property;

          (xv) All Inventory;

          (xvi) All Investment Property (including, if Investment Property, the membership interests in the Exterran ABS Lessor);

          (xvii) All Letter-of-Credit Rights;

          (xviii) All Money;

          (xix) All Records;

          (xx) All Supporting Obligations;

          (xxi) All property of the Issuer held by the Indenture Trustee including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power (but only to the extent such property relates to the Owner Compressors and other Collateral acquired from time to time);

          (xxii) All insurance proceeds of the Owner Compressors and the other Collateral and all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other Collateral;

          (xxiii) Any and all payments made or due to the Issuer in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Owner Compressors and the other Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Owner Compressors and the other Collateral; and

          (xxiv) To the extent not otherwise included above, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; and

          (b) To secure the payment of all Outstanding Obligations and the performance and observance by the Exterran ABS Lessor of all of the Exterran ABS Lessor’s covenants and agreements contained in this Indenture and all other Related Documents (all such amounts and other obligations collectively, the “Exterran ABS Lessor Secured Obligations”), the Exterran ABS Lessor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Issuer, and the Issuer hereby assigns to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all of the Exterran ABS Lessor’s right, title and interest in, to and under the following, whether now owned or existing or hereafter created or acquired and wherever located:

          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of the Exterran ABS Lessor under, or with respect to, the related Compressor Related Assets;

          (ii) The Lease;

          (iii) All amounts received or receivable under the Lease;

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          (iv) All amounts, revenues, Proceeds and other sums of money due or to become due, with respect to the Compressor Related Assets including, without limitation, (1) all revenues, payments and other moneys, including all insurance payments and proceeds and claims for losses due, or to become due, to the Issuer under, and all claims for damages arising out of the breach of any Compressor Related Asset; (2) the right of the Exterran ABS Lessor to terminate, perform under, or compel performance of the terms of each Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each Compressor Related Asset and any rights of the Exterran ABS Lessor in respect of any subcontracts or assignments permitted under the Related Documents;

          (v) The Transfer Agreement, the Management Agreement, the Intercreditor Agreement, each Lease and all other Related Documents and all of the Exterran ABS Lessor’s rights and remedies (whether directly or as assignee) under any of the foregoing agreements;

          (vi) All Accounts;

          (vii) All Chattel Paper;

          (viii) All Commercial Tort Claims;

          (ix) All Contracts;

          (x) All Documents;

          (xi) All Equipment;

          (xii) All General Intangibles and all Payment Intangibles;

          (xiii) All Goods;

          (xiv) All Instruments;

          (xv) All Intellectual Property;

          (xvi) All Inventory;

          (xvii) All Investment Property;

          (xviii) All Letter-of-Credit Rights;

          (xix) All Money;

          (xx) All Records;

          (xxi) All Supporting Obligations;

          (xxii) All property of the Exterran ABS Lessor held by the Indenture Trustee including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power (but only to the extent such property relates to the Owner Compressors and other Collateral acquired from time to time);

          (xxiii) All insurance proceeds of the Owner Compressors and the other Collateral and all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other Collateral;

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          (xxiv) Any and all payments made, or due to, the Exterran ABS Lessor in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Owner Compressors and the other Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Owner Compressors and the other Collateral; and

          (xxv) To the extent not otherwise included above, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.

All of the property described in this Granting Clause is herein collectively called the “Collateral”; Collateral described in (a) of this Granting Clause is the “Issuer Collateral” and collateral described in (b) of this Granting Clause is the “Exterran ABS Lessor Collateral.” Notwithstanding the foregoing Grant, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person and (ii) no User Contract in which the User is a Sanctioned Person, shall, in either instance, constitute Collateral.

     For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, it being the intention of the Issuer that the description of Collateral set forth above be construed to include the broadest range of assets. Notwithstanding the immediately preceding sentence, the foregoing grant is intended to apply immediately on the date hereof to all Collateral to the fullest extent permitted by Applicable Law regardless of whether any particular item of Collateral is currently subject to the UCC.

     The Issuer hereby irrevocably authorizes the Indenture Trustee and each Control Party at any time, and from time to time, to file, without the signature of the Issuer, in any filing office in any jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or in any other Related Documents, any financing statements (including any such financing statement claiming a security interest in all assets of the Issuer), continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as described herein or in any other manner as the Indenture Trustee or any Control Party may determine in its sole discretion is necessary or desirable to ensure the perfection of the security interests and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Issuer is an organization, the type of organization and any organizational identification number issued to the Issuer. The Issuer agrees to furnish any such information to the Indenture Trustee or any Control Party promptly upon the request from the Indenture Trustee or such Control Party. The Issuer also ratifies its authorization for the Indenture Trustee or any Control Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statements, continuation statements or amendments thereto.

     The Exterran ABS Lessor hereby irrevocably authorizes the Indenture Trustee and each Control Party at any time, and from time to time, to file, without the signature of the Exterran ABS Lessor, in any filing office in any jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or in any other Related Documents, any financing statements (including any such financing statement claiming a security interest in all assets of the Exterran ABS Lessor), continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as described herein or in any other manner as the Indenture Trustee or any Control Party may determine in its sole discretion is necessary or desirable to ensure the perfection of the security interests and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Exterran ABS Lessor is an organization, the type of organization and any organizational identification number issued to the Exterran ABS Lessor. The Exterran ABS Lessor agrees to furnish any such information to the Indenture Trustee or any Control Party promptly upon the request from the Indenture Trustee or such Control Party. The Exterran ABS Lessor also ratifies its authorization for the Indenture Trustee or any Control Party to have filed in any jurisdiction any like

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initial financing statements or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statements, continuation statements or amendments thereto.

ARTICLE I

DEFINITIONS

          Section 101 Defined Terms. Capitalized terms used in this Indenture shall have the meanings given to such terms in Appendix A hereto, as such Appendix may be amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions of this Indenture, and the rules of usage set forth in Appendix A shall apply to this Indenture.

          Section 102 Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the related Supplement.

          (b) All terms defined in this Indenture shall have the defined meanings when used in any agreement, certificate or other document made or delivered pursuant hereto, including any Supplement, unless otherwise defined therein.

          (c) As used in this Indenture and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP consistently applied. To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP or regulatory accounting principles, the definitions contained in this Indenture or in any such certificate or other document shall control.

          (d) With respect to any Collection Period, the “related Record Date,” the “related Determination Date,” and the “related Payment Date,” shall mean, respectively, the Record Date occurring on the last Business Day of such Collection Period and the Determination Date and Payment Date next following the end of such Collection Period.

          (e) With respect to any Series of Notes, the “related Supplement” shall mean the Supplement pursuant to which such Series of Notes is issued and the “related Series Enhancer” shall mean the Series Enhancer for such Series of Notes.

          (f) All references to the Manager’s financial statements shall mean the consolidated financial statements of the Manager and its consolidated subsidiaries.

          (g) With respect to any ratio analysis required to be performed as of the most recently completed fiscal quarter, the most recently completed fiscal quarter shall mean the most recent fiscal quarter for which financial statements were required hereunder to have been delivered.

          (h) With respect to the calculations of the ratios set forth in this Indenture, the components of such calculations are to be determined in accordance with GAAP, consistently applied, with respect to the Manager.

          Section 103 Computation of Time Periods. Unless otherwise stated in this Indenture or any Supplement issued pursuant to the terms hereof, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

          Section 104 Power of Attorney. The Issuer hereby appoints the Indenture Trustee as its designee for purposes of exercising any power of attorney or right granted by the Manager pursuant to the Management Agreement.

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ARTICLE II

THE NOTES

          Section 201 Authorization of Notes. (a) The number of Series or Classes of Notes which may be created by this Indenture is not limited; provided, however, that, the issuance of any Series of Notes shall (i) comply with the provisions of Section 1006 hereof and (ii) not result in, or with the giving of notice or the passage of time or both would result in, the occurrence of a Trigger Event. The aggregate principal amount of Notes of each Series which may be issued, authenticated and delivered under this Indenture is not limited except as shall be set forth in any Supplement and as restricted by the provisions of this Indenture.

          (b) The Notes issuable under this Indenture shall be issued in such Series, and such Class or Classes within a Series, as may from time to time be created by Supplement pursuant to this Indenture. Each Series shall be created by a different Supplement and shall be designated, upon the face thereof, to differentiate the Notes of such Series from the Notes of any other Series. All of the Notes of a Series shall be identical except to the extent set forth in the related Supplement. The Issuer intends that each such Note shall constitute a “security” within the meaning of Article 8 of the UCC.

          (c) Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Supplement, Notes of the Series to be executed and delivered on a particular Series Issuance Date pursuant to such related Supplement, may be executed by the Issuer and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Notes upon an Issuer request set forth in an Officer’s Certificate of the Issuer signed by one of its Authorized Signatories, without further action on the part of the Issuer.

          Section 202 Form of Notes; Global Notes.

          (a) Notes of any Series or Class may be issued, authenticated and delivered, at the option of the Issuer, as Public Global Notes, Rule 144A Global Notes, or Definitive Notes or as may otherwise be set forth in a Supplement, and the form of such Notes shall be substantially in the form attached as an exhibit to the related Supplement. Notes of each Series shall be dated the date of their authentication and shall bear interest at such rate, be payable as to principal, premium, if any, and interest on such date or dates, and shall contain such other terms and provisions as shall be established in the related Supplement. Except as otherwise provided in any Supplement, the Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $1,000,000 in excess thereof; provided that, one Note of each Class may be issued in a nonstandard denomination.

          (b) If the Issuer shall choose to issue Public Global Notes or Rule 144A Global Notes, such notes shall be issued in the form of one or more Public Global Notes or one or more Rule 144A Global Notes which (i) shall represent, and shall be denominated in an aggregate amount equal to, the aggregate principal amount of all Notes to be issued hereunder, (ii) shall be delivered as one or more Notes held by the Book Entry Custodian, or, if appointed to hold such Notes as provided below, the Notes shall be registered in the name of the Depositary or its nominee, (iii) shall be substantially in the form of the exhibits attached to the related Supplement, with such changes therein as may be necessary to reflect that each such Note is a Global Note, and (iv) shall each bear a legend substantially to the effect included in the form of the exhibits attached to the related Supplement.

          (c) Notwithstanding any other provisions of this Section 202 or of Section 205, unless and until a Global Note is exchanged in whole for Definitive Notes, a Global Note may be transferred, in whole, but not in part, and in the manner provided in this Section 202, only by (i) the Depositary to a nominee of such Depositary, (ii) by a nominee of such Depositary to such Depositary or another nominee of such Depositary, (iii) by such Depositary or any such nominee to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary or (iv) in the manner specified in Section 202(d). The Depositary shall order the Note Registrar to authenticate and deliver any Book Entry Notes and any Global Note for each Class of Notes having an aggregate initial outstanding principal balance equal to the initial outstanding balance of such Class. Note Owners shall hold their respective Ownership Interests in and to such Notes through the book-entry facilities of the

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Depositary. Without limiting the foregoing, any Note Owners shall hold their respective Ownership Interests, if any, in Public Global Notes only through Depositary Participants.

          (d) If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary for the Notes represented by one or more Global Notes at any time notifies the Issuer that it is unwilling or unable to continue as Depositary of the Notes or if at any time the Depositary shall no longer be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, and a successor Depositary is not appointed or approved by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such condition, as the case may be, (iii) the Indenture Trustee, at the direction of the Control Party for a Series of Notes, elects to terminate the book-entry system through the Depositary with respect to such Series, or (iv) after an Event of Default or a Manager Default, Noteholders representing more than fifty percent (50%) of a Series notify the Depositary, or Book Entry Custodian, as the case may be, in writing that the continuation of a book-entry system through the Depositary, or the Book Entry Custodian, as the case may be, is no longer in the best interest of the Noteholders of such Series, the Issuer will promptly execute, and the Indenture Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will promptly authenticate and make available for delivery, Definitive Notes without coupons, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note then outstanding in exchange for such Global Note or as an original issuance of Notes and this Section 202(d) shall no longer be applicable to the Notes. Upon the exchange of the Global Notes for such Definitive Notes without coupons, in authorized denominations, such Global Notes shall be canceled by the Indenture Trustee. All Definitive Notes shall be issued without coupons. Such Definitive Notes in definitive form issued in exchange for the Global Notes pursuant to this Section 202(d) shall be registered in such names and in such authorized denominations as the Depositary in the case of an exchange or the Note Registrar in the case of an original issuance, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee. The Indenture Trustee may conclusively rely on any such instructions furnished by the Depositary or the Note Registrar, as the case may be, and shall not be liable for any delay in delivery of such instructions. The Indenture Trustee shall make such Notes available for delivery to the Persons in whose names such Notes are so registered.

          (e) As long as the Notes outstanding are represented by one or more Global Notes:

          (i) the Note Registrar and the Indenture Trustee may deal with the Depositary for all purposes (including the payment of principal of and interest on the Notes) as the authorized representative of the Note Owners;

          (ii) the rights of Note Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Note Owners and the Depositary and/or the Depositary Participants. Unless and until Definitive Notes are issued, the Depositary will make book-entry transfers among the Depositary Participants and receive and transmit payments of principal of, and interest on, the Notes to such Depositary Participants; and

          (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the voting rights of a particular Series, the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Depositary Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

     (f) Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Notes have been issued in definitive form to Note Owners, the Indenture Trustee shall give all such notices and communications to the Depositary, with a copy to each Series Enhancer.

     (g) The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and hereby agrees to act as such in accordance with the agreement that it has with the Depositary authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book Entry Custodian shall, appoint, by written instrument delivered to the Issuer and the Depositary, any other transfer agent (including the Depositary or any successor Depositary) to act as Book Entry Custodian under such conditions as the

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predecessor Book Entry Custodian and the Depositary or any successor Depositary may prescribe; provided that, the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depositary. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee or, if it so elects, the Depositary shall immediately succeed to its predecessor’s duties as Book Entry Custodian. The Issuer and the Control Party for any Series shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book Entry Custodian.

          (h) No transfer of any Class of Note or interest therein shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. If a transfer of any Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositary or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from such Noteholder substantially in the form attached as Exhibit A hereto or such other certification reasonably acceptable to the Indenture Trustee and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit A hereto or such other certification reasonably acceptable to the Indenture Trustee; or (ii) an Opinion of Counsel satisfactory to the Indenture Trustee (which Opinion of Counsel shall not be an expense of the Issuer or any Affiliate thereof) to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer and/or such Noteholder’s prospective transferee on which such Opinion of Counsel is based. If such a transfer of any interest in a Book-Entry Note is to be made without registration under the Securities Act, the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit A hereto in respect of such interest as if it was evidenced by a Definitive Note and the transferee will be deemed to have made each of the representations and warranties set forth in either Exhibit A hereto in respect of such interest as if it was evidenced by a Definitive Note. None of the Depositary, the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest therein without registration or qualification. Any Noteholder or Note Owner desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositary, the Issuer, the Indenture Trustee, each Series Enhancer and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

          Section 203 Execution; Recourse Obligation.

          (a) The Notes shall be executed on behalf of the Issuer by manual or facsimile signature of an Authorized Signatory of the Issuer. The Notes shall be dated the date of their authentication by the Indenture Trustee.

          (b) In case any Authorized Signatory of the Issuer whose signature or facsimile signature shall appear on the Notes shall cease to be an Authorized Signatory of the Issuer before the authentication by the Indenture Trustee or the delivery of such Notes, such signature or facsimile signature shall nevertheless be valid, sufficient and binding for all purposes.

          (c) All Notes and the interest thereon shall be recourse obligations of the Issuer and shall be secured by the Collateral. The Notes shall never constitute obligations of the Indenture Trustee, the Contributors, the Manager, any Series Enhancer or of any shareholder or any Affiliate of any such Person (other than the Issuer) or any officers, directors, employees or agents of any thereof, and no recourse may be had under or upon any obligation, covenant or agreement of this Indenture, any Supplement or of any Notes, or for any claim based thereon or otherwise in respect thereof, against any incorporator or against any past, present, or future owner, partner of an owner or any officer, employee or director thereof or of any successor entity, or any other Person, either directly or through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed that this Indenture and the obligations issued hereunder and under any Supplements hereto are solely obligations of the Issuer, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any other Person under or by reason of this Indenture, any Supplement or any Notes or implied therefrom, or for any claim based thereon or in respect thereof, all such liability and any and all such claims being hereby expressly waived and released as a condition of, and as a consideration for,

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the execution of this Indenture and the issuance of such Notes. Except as may be provided in any Supplement, no Person other than the Issuer shall be liable for any obligation of the Issuer under this Indenture or any Note or any losses incurred by any Noteholder.

          (d) Each of the Issuer and the Exterran ABS Lessor hereby agree that it is jointly and severally liable for all of the Outstanding Obligations, regardless of the actual allocation of the proceeds of the Notes among each of them. Each of the Issuer and the Exterran ABS Lessor accept joint and several liability for all Outstanding Obligations in consideration of the financial accommodation to be provided by this Indenture to each of them, for the mutual benefit, directly and indirectly, of the Issuer and the Exterran ABS Lessor and in consideration of the undertakings by each of them to accept joint and several liability for the Outstanding Obligations.

          Each of the Issuer and the Exterran ABS Lessor jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other with respect to the payment and performance of all of the Outstanding Obligations, it being the intention of the parties hereto that all of the Outstanding Obligations shall be the joint and several obligations of each of them without preferences or distinction among them.

          The obligations of the Issuer and the Exterran ABS Lessor under the provisions of this Section 203 constitute full recourse obligations of each of them, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Indenture or any other Related Document against the other or any other circumstances whatsoever that under applicable law might constitute a defense to the joint and several obligations of such Person.

          Section 204 Certificate of Authentication. No Notes shall be secured hereby or entitled to the benefit hereof or shall be or become valid or obligatory for any purpose unless there shall be endorsed thereon by manual signature a certificate of authentication by the Indenture Trustee, substantially in the form set forth in the form of Note attached to the related Supplement. Such certificate on any Note issued by the Issuer shall be conclusive evidence and the only competent evidence that it has been duly authenticated and delivered hereunder.

          At the written direction of the Issuer, the Indenture Trustee shall authenticate and deliver the Notes. The Notes shall be dated the date of authentication and delivery thereto by the Indenture Trustee. It shall not be necessary that the same Authorized Signatory of the Indenture Trustee execute the certificate of authentication on each of the Notes.

          Section 205 Registration; Registration of Transfer and Exchange of Notes.

          (a) The Indenture Trustee shall keep at its Corporate Trust Office books in written form for the registration and transfer or exchange of the Notes (the “Note Register”). The Issuer hereby appoints the Indenture Trustee as its registrar (the “Note Registrar”) and transfer agent to keep such books and make such registrations and transfers or exchanges as are hereinafter set forth in this Section 205 and also authorizes and directs the Indenture Trustee to provide, upon written request by the Deal Agent or any Control Party, a copy of such registration record to the Deal Agent or such Control Party, as the case may be. The names and addresses of the Holders of all Notes and all transfers of, and the names and addresses of the transferee of, all Notes will be registered in such Note Register. The Person in whose name any Note is registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Indenture, and the Indenture Trustee, any related Control Party and the Issuer shall not be affected by any notice or knowledge to the contrary. If a Person other than the Indenture Trustee is appointed by the Issuer to maintain the Note Register, the Issuer will give the Indenture Trustee, the Deal Agent and any Control Party prompt written notice of such appointment and of the location, and any change in the location, of the successor note registrar, and the Indenture Trustee, the Deal Agent and any related Control Party shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of such successor note registrar by an officer thereof as to the names and addresses of the Noteholders and Series, Class, principal amount and number of such Notes.

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          (b) Payments of principal, premium, if any, and interest on any Note shall be payable on each Payment Date only to the registered Holder thereof on the Record Date immediately preceding such Payment Date. The principal of, premium, if any, and interest on each Note shall be payable at the Corporate Trust Office of the Indenture Trustee in immediately available funds in such coin or currency of the United States of America as at the time for payment shall be legal tender for the payment of public and private debts. Notwithstanding the foregoing or any provision in any Note to the contrary, if so requested by the registered Holder of any Note by written notice to the Indenture Trustee, all amounts payable to such registered Holder may be paid either (i) by crediting the amount to be distributed to such registered Holder to an account maintained by such registered Holder with the Indenture Trustee or by transferring such amount by wire to such other bank in the United States, including a Federal Reserve Bank, as shall have been specified in such notice, for credit to the account of such registered Holder maintained at such bank, or (ii) by mailing a check to such address as such Holder shall have specified in such notice, in either case (subject to the provisions of Section 207 hereof) without any presentment or surrender of such Note to the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee.

          (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office and subject to the conditions of this Section 205, the Issuer shall execute and the Indenture Trustee or its agent, upon written request, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class, of any authorized denominations and of a like aggregate original principal amount.

          (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the legal, valid and binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture and any Supplement, as the Notes surrendered upon such registration of transfer or exchange.

          (e) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing.

          (f) Any service charge, fees or expenses made or expense incurred by the Indenture Trustee for any such registration, discharge from registration or exchange referred to in this Section 205 shall be paid by the Noteholder. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection therewith.

          (g) If Notes are issued or exchanged in definitive form under Section 202, such Notes will not be registered by the Indenture Trustee unless each Prospective Owner provides the Manager, the Issuer, the Indenture Trustee and any Replacement Manager with a written representation that the statements in either clauses (i) or (ii) of Section 208 is an accurate representation as to all sources of funds to be used to pay the purchase price of the Notes.

          (h) No transfer of a Note shall be deemed effective unless (x) the transferee of such Note has certified (or shall have been deemed to have certified) that it is not a Competitor and (y) the registration and prospectus delivery requirements of Section 5 of the Securities Act and any applicable state securities or “Blue Sky” laws are complied with, or such transfer is exempt from the registration and prospectus delivery requirements under the Securities Act and such laws. In the event that a transfer is to be made without registration or qualification, such Noteholder’s prospective transferee shall deliver to the Indenture Trustee an investment letter substantially in the form of Exhibit A hereto (the “Investment Letter”). The Indenture Trustee is not under any obligation to register the Notes under the Securities Act or any other securities law or to bear any expense with respect to such registration by any other Person or monitor compliance of any transfer with the securities laws of the United States, regulations promulgated in connection thereto or ERISA unless the Notes are issued or exchanged in definitive form under Section 202.

          (i) Notwithstanding the foregoing, the restrictions set forth in clauses (g) and (h) of Section 205 hereof shall not be applicable to any transfer of any Note (or an interest therein) by any Noteholder to any liquidity provider or other provider of credit enhancement to a Noteholder as provided in the Supplement for a Series of Warehouse Notes.

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          Section 206 Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Issuer with respect to such Note, such security or indemnity as the Indenture Trustee and the Issuer may require to hold the Indenture Trustee and the Issuer (and any agent of either of them) harmless (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose), then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or stolen Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within thirty (30) days shall be or become due and payable, the Issuer may pay such destroyed, lost or stolen Note when so due or payable instead of issuing a replacement Note.

          (b) If, after the delivery of such replacement Note, or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

          (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture with all other Notes of the same Series and Class. The provisions of this Section 206 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

          Section 207 Delivery, Retention and Cancellation of Notes. Each Noteholder is required, and hereby agrees, to surrender to the Indenture Trustee, prior to the Legal Final Maturity Date for such Series, any Note on which the final payment due thereon has been made. Any such Note as to which the Indenture Trustee has made or holds the final payment thereon shall be deemed canceled and, unless any unreimbursed payment on such Note has been made by a Series Enhancer for such Series, shall no longer be Outstanding for any purpose of this Indenture, whether or not such Note is ever returned to the Indenture Trustee. Matured Notes delivered upon final payment to the Indenture Trustee and any Notes transferred or exchanged for other Notes shall be canceled and disposed of by the Indenture Trustee in accordance with its policy of disposal and the Indenture Trustee shall promptly deliver to the Issuer such canceled Notes upon reasonable prior written request. If the Indenture Trustee shall acquire, for its own account, any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes. If the Issuer shall acquire any of the Notes, such acquisition shall operate as a redemption or satisfaction of the indebtedness represented by such Notes. Notes which have been canceled by the Indenture Trustee in accordance with the terms of this Indenture shall be deemed paid and discharged for all purposes under this Indenture.

          Section 208 ERISA Deemed Representations. Each prospective initial Noteholder acquiring Notes, each prospective transferee acquiring the Notes, and each prospective owner (or transferee thereof) of a beneficial interest in Notes (each, a “Prospective Owner”) will be deemed to have represented by such purchase to the Issuer, the Indenture Trustee, the Manager and any Replacement Manager that either (i) it is not acquiring the Notes with the assets of a Plan or (ii) the acquisition and holding of the Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

          Section 209 Determination of Requisite Global Majority. A requisite global majority (a “Requisite Global Majority”) shall exist with respect to any action proposed to be taken pursuant to the terms of the Indenture or any Supplement if: (a) the Control Party or Control Parties, as the case may be, representing in aggregate more than fifty percent (50%) of the then Aggregate Note Principal Balance shall approve or direct such proposed action (in making such a determination the following rules shall be employed: (i) for purposes of measuring the Aggregate Note Principal Balance, a Series of Warehouse Notes for which the Commitment Termination Date has not occurred shall be deemed to have an unpaid principal balance equal to the aggregate

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Existing Commitment of such Series, and (ii) each Control Party of a Series shall be deemed to have voted the entire unpaid principal balance of all Notes of the related Series in favor of, or in opposition to, such proposed action, as the case may be); and (b) unless Control Parties representing in aggregate more than sixty-six and two thirds percent (66 2/3%) of the Aggregate Note Principal Balance shall have approved or directed such proposed action, each Series Enhancer with respect to each Series of Notes, regardless of whether a Series Enhancer Default with respect to such Series Enhancer shall have occurred and be continuing as of any date of determination, shall have also approved or directed such proposed action.

          Except as otherwise provided in Section 1002, the Indenture Trustee, provided it has sent out notices in accordance with this Indenture, shall act as directed by the Requisite Global Majority. In addition, the Indenture Trustee shall not have any liability for failing to act if not directed by the Requisite Global Majority in a reasonably timely manner. By acceptance of a Note, each Noteholder and Note Owner agree to the foregoing provisions.

ARTICLE III

PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS;
STATEMENTS TO NOTEHOLDERS

          Section 301 Principal and Interest. Distributions of principal, premium, if any, and interest on any Series or Class of Notes shall be made to Noteholders of each Series and Class as set forth in Section 302 of this Indenture and the related Supplement. The Overdue Rate for the Note of any Series shall be as set forth in the related Supplement.

          Section 302 Trust Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain the Trust Account with Wells Fargo Bank, National Association until all Outstanding Obligations and all amounts owing by the Issuer pursuant to the terms of each Enhancement Agreement and each Interest Rate Swap Agreement have been paid in full. The Trust Account shall be in the name of the Indenture Trustee, on behalf of the Noteholders, each Interest Rate Hedge Provider and each Series Enhancer, pursuant to the terms of this Indenture. Neither the Issuer nor the Indenture Trustee shall establish any additional Trust Accounts or other bank or investment accounts without the prior written consent of each Control Party. The Issuer shall promptly notify each Interest Rate Hedge Provider of any new or additional Trust Account established subsequent to the Closing Date.

          (b) The Issuer shall cause all Securitization Collections (whether received directly by the Issuer or on deposit from time to time in the Lockbox Account or the ABS Lockbox Account) to be deposited into the Trust Account or, to the extent provided herein, the Purchase Account.

          (c) The Issuer hereby directs and authorizes the Indenture Trustee, upon the Indenture Trustee’s receipt of any written request (which may be an e-mail) to such effect from the Manager pursuant to the terms of Section 7.3 of the Management Agreement and subject to the provisions of this Section 302(c), to distribute to the Manager from the Trust Account on a Business Day other than a Payment Date funds in an amount equal to the sum of (i) an estimate (based on actual accrued amounts as of the date of such request) of the Operations Fee and S&A Fee expected to be paid on the immediately succeeding Payment Date and (ii) an estimate of the Overhaul Fee (based on actual accrued amounts as of the date of such request) expected to be paid on the immediately succeeding Payment Date; provided, however, that notwithstanding any right of the Manager pursuant hereto or pursuant to the Management Agreement to request such interim distributions with respect to the Operations Fee, S&A Fee and Overhaul Fee, such interim distributions shall be made only so long as (i) no Event of Default or Manager Default shall have occurred and be continuing, (ii) the Manager Termination Date shall not have occurred unless the Indenture Trustee (acting at the direction of the Requisite Global Majority) shall have consented to such interim distribution(s), and (iii) with respect to the Overhaul Fee, the Overhaul Fee Release Conditions shall have been satisfied on the date of such request.

          In addition, so long as no Event of Default shall have occurred and be continuing, the Issuer hereby directs and authorizes the Indenture Trustee, upon the Indenture Trustee’s receipt of a written request from Manager on any Business Day, to distribute to the Manager from the Trust Account an amount equal to the sum of

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(x) all Excluded Payments then on deposit in the Trust Account, and (y) so long as all Scheduled Principal Payment Amounts and Supplemental Principal Payment Amounts for all Series of Notes then Outstanding were paid in full on the immediately preceding Payment Date, all Ineligible Collections then on deposit in the Trust Account.

          All interim distributions pursuant to the provisions of this Section 302(c) shall be made on the same day on which such request of the Manager is received, unless such request is received after 10:00 a.m., New York City time, in which case such amount shall be distributed on the immediately succeeding Business Day. The Indenture Trustee is under no obligation to verify that the conditions to any interim distributions set forth in this Section 302(c) have been satisfied before making such distributions; provided, that the Indenture Trustee shall not make any such interim distributions if it shall have received written notice from the Issuer, the Deal Agent or any Control Party that such applicable conditions are not satisfied and the Indenture Trustee shall not have received any subsequent notice from such Person terminating such earlier notice.

          (d) On each Payment Date on which no Event of Default is then continuing, the Indenture Trustee (based on the Manager Report delivered to it pursuant to the Management Agreement), shall distribute the Available Distribution Amount (as reduced by any amounts distributed during the related Collection Period pursuant to Section 302(c) above) from the Trust Account by wire transfer in immediately available funds to the following Persons in the following order of priority and in the following amounts:

          (1) to the Indenture Trustee, an amount equal to the sum of (i) all Indenture Trustee’s Fees and (ii) Indenture Trustee Indemnified Amounts then due and payable for all Series then Outstanding; provided, however, that the amount set forth in clause (ii) shall not exceed $20,000 annually for each Series then Outstanding;

          (2) first, to the Manager, any Excluded Payments received during the related Collection Period (to the extent not previously paid to the Manager pursuant to the provisions of Section 302(c)) which amounts shall, if applicable, be promptly remitted by the Manager to the relevant tax authorities, and second, after all amounts owing pursuant to clause first have been paid, to the Manager, reimbursement for any unpaid Manager Advances in accordance with the terms of the Management Agreement;

          (3) to the Manager, an amount equal to any Management Fee then due and payable (which amounts shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c) hereof);

          (4) first, to the Back-up Manager, an amount equal to any Back-up Manager Fee then due and owing and not previously paid by the Manager; and second, after the payments pursuant to clause first have been paid, to the Manager, an amount equal to any Back-up Manager Fee previously paid by the Manager and not previously reimbursed;

          (5) if the Manager is not an Exterran Affiliate, then first, to each applicable insurance provider or such other Person to whom such amounts are payable, on a pro rata basis based on the relative amounts then owing, an amount equal to any premiums then due in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate), and second, to the Control Party for each Series, on a pro rata basis based on the relative amounts then owing, an amount equal to any unreimbursed premiums previously paid by such Control Party in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate);

          (6) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing to all such Interest Rate Hedge Providers), an amount equal to any scheduled payments (other than termination payments) and any accrued interest thereon, then due and payable pursuant to the terms of all Interest Rate Swap Agreements then in effect to which such Interest Rate Hedge Provider is a counterparty with the Issuer;

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          (7) to each Series Enhancer, on a pro rata basis based on the relative amounts of Premium owing to each Series Enhancer, an amount equal to all Premiums then due and payable to such Series Enhancer;

          (8) to the Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments for each such Series then due and payable (provided that any portion of the Interest Payments relating to the reimbursement of Interest Payments previously paid by a Series Enhancer (together with interest thereon at the rate specified in the applicable Enhancement Agreement) shall be paid directly to the related Series Enhancer). If sufficient funds do not exist on such Payment Date to pay in full all amounts then due and owing pursuant to this clause (8), the remaining Available Distribution Amount shall be allocated among all Series of Notes then Outstanding in the same proportion as the ratio of (x) the Interest Payments then due and owing with respect to a particular Series of Notes, to (y) the aggregate amount of all Interest Payments then due and owing to all Series of Notes pursuant to this clause (8);

          (9) in payment of the amounts described in clauses (A) and (B) below:

     (A) to the Series Account for each Series of Warehouse Notes then Outstanding, on a pro rata basis, an amount equal to the sum of the Commitment Fees then due and payable, and

     (B) to each Series Enhancer, on a pro rata basis, an amount equal to all Series Enhancer Commitment Fees for each such Series then due and payable.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (9) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (9) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (9);

          (10) to the Manager, an amount equal to the Overhaul Fee then due and payable (which amount shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c) hereof);

          (11) in payment of the amounts set forth in clauses (A) and (B) below:

     (A) to the Series Account for each Series of Term Notes and each Series of Warehouse Notes with respect to which its Commitment Termination Date has occurred, the Minimum Principal Payment Amounts then due and owing for each such Series on such Payment Date to be paid in accordance with Section 302(f) hereof;

     (B) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts then owing), the amount of all Note Partial Termination Amounts then due and payable with respect to all Interest Rate Swap Agreements to which it is a counterparty with the Issuer.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (11) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (11) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (11);

          (12) to the Series Account for each Series of Term Notes and each Series of Warehouse Notes with respect to which its Commitment Termination Date has occurred, the Scheduled Principal Payment Amount then due and owing for each such Series on such Payment Date to be paid in accordance with Section 302(f) hereof;

          (13) to the Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(g), the portion (if any) of the Supplemental

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Principal Payment Amount that is distributable with respect to such Series of Notes pursuant to Section 702(b);

          (14) if the Manager is not an Exterran Affiliate, then first to the Person (other than any Exterran Affiliate) to whom any Management Related Expenses are payable, the amount of any Management Related Expenses due and owing to such Person, and second to the Control Party for any Series, an amount equal to any unreimbursed Management Related Expenses previously paid by such Control Party;

          (15) to the Manager, an amount equal to any Excess Operation Expenses and any Excess S&A Expenses then due and payable;

          (16) to the Manager, an amount equal to any Incentive Management Fee then due and payable;

          (17) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing), an amount equal to any unpaid termination payments, and accrued interest thereon, then due and payable pursuant to the terms of any Interest Rate Swap Agreement;

          (18) to each of the Persons described in clauses (A) through (F) below, an amount equal to any indemnification payments and other amounts (including Default Fee) then owing pursuant to the terms of the Related Documents:

     (A) each Noteholder and each Person claiming through any Noteholder (which amounts shall be paid into the Series Account for the applicable Series of Notes held by such Noteholder for distribution to such Noteholder or other Person);

     (B) each Series Enhancer;

     (C) each Interest Rate Hedge Provider;

     (D) the Deal Agent;

     (E) the Indenture Trustee; and

     (F) if the Manager is not an Exterran Affiliate, the Manager,

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (18) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (18) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (18);

          (19) if the Manager is an Exterran Affiliate, to the Manager, all indemnification payments and other amounts then due and owing to the Manager pursuant to the terms of the Related Documents; and

          (20) to the Issuer or its designee, any remaining Available Distribution Amount.

          (e) On each Payment Date on which an Event of Default has occurred and is continuing (as determined in accordance with Section 818), the Indenture Trustee (based on the Manager Report delivered to it pursuant to the Management Agreement), shall distribute the Available Distribution Amount (as reduced by any amounts distributed during the related Collection Period pursuant to Section 302(c) above) from the Trust Account by wire transfer in immediately available funds to the following Persons in the following order of priority and in the following amounts:

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          (1) to the Indenture Trustee, an amount equal to the sum of (i) all costs and expenses incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and (ii) the sum of (x) all Indenture Trustee’s Fees and (y) Indenture Trustee Indemnified Amounts then due and payable (to the extent not paid pursuant to clause (i) hereof) for all Series then Outstanding; provided, however, that the amount described in clause (y) shall not exceed $20,000 annually for each Series then Outstanding;

          (2) first, to the Manager, any Excluded Payments received during the related Collection Period (to the extent not previously paid to the Manager pursuant to the provisions of Section 302(c)), which amounts shall, if applicable, be promptly remitted by the Manager to the relevant tax authorities, and second, after all amounts owing pursuant to clause first have been paid, to the Manager, reimbursement for any unpaid Manager Advances in accordance with the terms of the Management Agreement;

          (3) to the Manager, any Management Fee then due and payable (which amounts shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c));

          (4) first, to the Back-up Manager, an amount equal to any Back-up Manager Fee then due and owing and not previously paid by the Manager; and second, after the payments pursuant to clause first have been paid to the Manager, an amount equal to any Back-up Manager Fee previously paid by the Manager and not previously reimbursed;

          (5) if the Manager is not an Exterran Affiliate, then first, to each applicable insurance provider or such other Person to whom such amounts are payable, on a pro rata basis based on the relative amounts then owing, an amount equal to any premiums then due in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate), and second, to the Control Party for each Series, on a pro rata basis based on relative amounts then owing, an amount equal to any unreimbursed premiums previously paid by such Control Party in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate);

          (6) to each Series Enhancer, on a pro rata basis based on the relative amounts of Premiums owing to each Series Enhancer, an amount equal to all Premiums then due and payable to such Series Enhancer;

          (7) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing to all such Interest Rate Hedge Providers), an amount equal to any scheduled payments (other than termination payments) and any accrued interest thereon then due and payable pursuant to the terms of all Interest Rate Swap Agreements then in effect to which such Interest Rate Hedge Provider is a counterparty with the Issuer;

          (8) to the Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments for each such Series then due and payable (provided that any portion of the Interest Payments relating to the reimbursement of Interest Payments previously paid by a Series Enhancer (together with interest thereon at the rate specified in the applicable Enhancement Agreement) shall be paid directly to the related Series Enhancer). If sufficient funds do not exist on such Payment Date to pay in full all amounts then due and owing pursuant to this clause (8), the remaining Available Distribution Amount shall be allocated among all Series of Notes then Outstanding in the same proportion as the ratio of (x) the Interest Payment then due and owing with respect to a particular Series of Notes, to (y) the aggregate amount of all Interest Payments then due and owing to all Series of Notes pursuant to this clause (8);

          (9) in payment of the amounts described in clauses (A) and (B) below:

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     (A) to the Series Account for each Series of Warehouse Notes then Outstanding, on a pro rata basis, an amount equal to the sum of the Commitment Fees then due and payable; and

     (B) to each Series Enhancer, on a pro rata basis, an amount equal to all Series Enhancer Commitment Fees for each such Series then due and payable.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (9) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (9) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (9);

          (10) to the Manager, an amount equal to the Overhaul Fee then due and payable (which amount shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c) hereof);

          (11) the remaining Available Distribution Amount to be distributed in payment of the amounts set forth in the following clauses (A) and (B):

     (A) to the Series Account for each Series of Notes then Outstanding (on a pro rata basis based on the relative unpaid principal balances of each such Series of Notes then Outstanding), an amount equal to the then unpaid principal balance of such Series of Notes; and

     (B) to each Series Enhancer, an amount equal to all Reimbursement Amounts then owing to such Series Enhancer on each Series of Notes for which it provides Series Enhancement;

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (11) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (11) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (11);

          (12) if the Manager is not an Exterran Affiliate, then first, to the Person (other than any Exterran Affiliate) to whom any Management Related Expenses are payable, the amount of any Management Related Expenses due and owing to such Person, and second, to the Control Party for any Series, an amount equal to any unreimbursed Management Related Expenses previously paid by such Control Party.

          (13) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing), any amounts then due and payable pursuant to the terms of any Interest Rate Swap Agreement (to the extent not paid pursuant to clause (7) above;

          (14) to each of the Persons described in clauses (A) through (E), an amount equal to any indemnification payments and other amounts (including Default Fee) then owing pursuant to the terms of the Related Documents:

     (A) each Noteholder and each Person claiming through any Noteholder (which amounts shall be paid into the Series Account for the applicable Series of Notes held by such Noteholder for distribution to such Noteholder or other Person);

     (B) each Series Enhancer;

     (C) each Interest Rate Hedge Provider;

     (D) the Deal Agent;

     (E) the Indenture Trustee; and

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     (F) if the Manager is not an Exterran Affiliate, the Manager.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (14) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (14) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (14);

          (15) to the Manager, an amount equal to any Excess Operation Expenses and any Excess S&A Expenses then due and payable;

          (16) to the Manager, an amount equal to any Incentive Management Fee then due and payable;

          (17) if the Manager is an Exterran Affiliate, to the Manager, all indemnification payments and other amounts then due and owing to the Manager pursuant to the terms of the Related Documents; and

          (18) after payment in full in cash of all Secured Obligations, to the Issuer or its designee, any remaining amounts on deposit in the Trust Account on such date.

          (f) On each Payment Date on which no Event of Default is continuing, the funds available to pay the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, owing to all Series of Notes then outstanding pursuant to the provisions of Section 302(d) will be allocated among each Series of Notes sequentially based on the Series Issuance Date of such Series of Notes, so that no such Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts will be paid with respect to any Series unless the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts (as the case may be) shall have been paid in full with respect to each Series of Notes (if any) having an earlier Series Issuance Date than such Series. For purposes of this Section 302(f), each Series of Warehouse Notes will be deemed to have a Series Issuance Date equal to its Commitment Termination Date. If two (2) or more Series of Notes were issued on the same date, then such Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, will be allocated among each such Series of Notes on a pro rata basis, based on the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, then due with respect to such affected Series.

          (g) On each Payment Date on which no Event of Default is continuing, the Issuer shall, in accordance with the priority of payments set forth in Section 302(d) make a payment of the Supplemental Principal Payment Amount then due and owing, if any, first to each Series of Warehouse Notes then Outstanding for which the Commitment Termination Date has not occurred on a pro rata basis, in proportion to the then unpaid principal balance of such Warehouse Notes, until the principal balances of all such Warehouse Notes have been paid in full, second, any portion of the Supplemental Principal Payment Amount remaining after applying clause first shall be paid to each Series of Warehouse Notes then Outstanding for which the Commitment Termination Date has occurred on a pro rata basis, in proportion to the then unpaid principal balance of such Warehouse Notes, until the principal balances of all such Warehouse Notes have been paid in full, and third, any portion of the Supplemental Principal Payment Amount remaining after applying clauses first and second, shall be paid to all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of each such Series of Term Notes, until the principal balances of all Series of Term Notes have been paid in full.

          (h) The Issuer shall have the right, but not the obligation, to make (or to direct the Indenture Trustee to make) principal payments on any Series of Notes from some or all of (i) amounts that are payable or have been paid to the Issuer pursuant to this Section 302, (ii) amounts that the Issuer receives from advances or draws under any Series of Warehouse Notes, (iii) proceeds of the issuance of any Series of Notes, (iv) funds representing capital contributions made to the Issuer and (v) funds previously retained in the Trust Account during the continuation of a Prospective Trigger Event. Without limiting the foregoing, at the direction of the Issuer, amounts and proceeds contemplated by the preceding sentence may be included in distributions in respect of principal payments on the Notes of one or more Series pursuant to Section 302(d).

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          Section 303 Investment of Monies Held in the Transaction Accounts. The Indenture Trustee shall invest any cash deposited in the Transaction Accounts in such Eligible Investments as the Manager shall direct (or, if an Event of Default has occurred and is then continuing, the Indenture Trustee shall invest such funds in Eligible Investments as directed by the Requisite Global Majority), in writing or by telephone and subsequently confirm such directions in writing. Each Eligible Investment (including reinvestment of the income and proceeds of Eligible Investments) shall be held to its maturity and shall mature or shall be payable on demand not later than the Business Day immediately preceding the next succeeding Payment Date in the case of all Transaction Accounts. If the Indenture Trustee has not received written instructions from the Manager by 2:30 p.m. (New York time) on the day such funds are received as to the investment of funds then on deposit in any of the aforementioned accounts, the Issuer hereby instructs the Indenture Trustee to invest such funds in Eligible Investments of the type described in clause (4) of the definition of Eligible Investments. Eligible Investments shall be made in the name of the Indenture Trustee for the benefit of the Noteholders, any Interest Rate Hedge Provider and any Series Enhancer. Any earnings on Eligible Investments in the Transaction Accounts shall be retained in each such account and be distributed in accordance with the terms of this Indenture or any related Supplement. The Indenture Trustee shall not be liable or responsible for losses on any investments made by it pursuant to this Section 303.

          Section 304 Control. (a) Each of the Issuer, the Indenture Trustee and Wells Fargo Bank, National Association, in its capacity as a Securities Intermediary, hereby agrees that (i) each of the Transaction Accounts will be a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to such accounts, and the Indenture Trustee shall be the “Entitlement Holder” within the meaning of Section 8-102(a)(7) of the UCC with respect to all such Financial Assets, (iii) all Eligible Investments will be promptly credited to such accounts and shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the UCC, and (iv) all securities and other property underlying any Financial Assets credited to such accounts shall be registered in the name of the Indenture Trustee, endorsed to the Indenture Trustee and in no case will any financial asset credited to the Transaction Accounts be registered in the name of the Issuer, payable to the order of the Issuer or specially indorsed to the Issuer except to the extent the foregoing have been specially and duly endorsed to the Securities Intermediary at which such accounts are maintained or in blank.

          (b) Upon the occurrence of an Event of Default hereunder, the Indenture Trustee, acting in accordance with the terms of this Indenture, shall be entitled to provide an Entitlement Order (as defined in Section 8-102(a)(8) of the UCC) to the Securities Intermediary at which such accounts are maintained. Upon receipt of the Entitlement Order in accordance with the provisions of this Indenture, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or any other Person.

          (c) In the event that a Corporate Trust Officer of the Indenture Trustee obtains actual knowledge that the Indenture Trustee has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Account, any Series Account or any security entitlement credited thereto (other than a security interest for the benefit of the Noteholders), the Indenture Trustee hereby agrees that such security interest shall be subordinate to the security interest created by this Indenture. The financial assets and other items deposited to the accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person except as created pursuant to this Indenture.

          (d) On or prior to the Closing Date, each of the Issuer, the Indenture Trustee and the Securities Intermediary shall enter into the Control Agreement, with respect to each of the Trust Account, the Purchase Account and the Series 2007-1 Series Account substantially in the form of Exhibit B hereto.

          Section 305 Reports. The Indenture Trustee shall promptly upon request furnish to each Noteholder, each Series Enhancer and each Interest Rate Hedge Provider a copy of all reports, financial statements and notices received by the Indenture Trustee pursuant to any Related Document.

          Section 306 Records. The Indenture Trustee shall cause to be kept and maintained adequate records pertaining to the Transaction Accounts and each Series Account and all receipts and disbursements therefrom. The Indenture Trustee shall deliver at least quarterly an accounting thereof in the form of a trust statement to each Control Party, and upon request to the Issuer, the Deal Agent, the Manager and each Interest Rate Hedge Provider.

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          Section 307 CUSIP Numbers.

          The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that, any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers.

          Section 308 No Claim.

          Indemnities payable to the Indenture Trustee, the Manager and any other Person shall be limited recourse to the Issuer and shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the event such amounts are not paid in accordance with Section 302 of this Indenture.

          Section 309 Compliance with Withholding Requirements.

          Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all United States federal income tax withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding.

          Section 310 Tax Treatment of Notes.

          The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer and the Indenture Trustee, by entering into this Indenture, and each Noteholder, by its acceptance of its Note (and any Person that is a beneficial owner of any interest in a Note, by virtue of such Person’s acquisition of a beneficial interest therein), agree to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

          Section 311 Rights of Noteholders. The Noteholders of each Series shall have the right to receive, at the times and in the amounts specified in the related Supplement, (i) funds on deposit in any Series Account for such Series and (ii) payments made by any Series Enhancer to the Indenture Trustee pursuant to any Enhancement Agreement providing Series Enhancement for such Series. Each Noteholder, by acceptance of its Notes, (a) acknowledges and agrees that (except as expressly provided herein and in a Supplement entered into in accordance with Section 1006(b) hereof) the Noteholders of a Series shall not have any interest in any Series Account for the benefit of any other Series and (b) ratifies and confirms the terms of this Indenture and the Related Documents executed in connection with such Series.

          Section 312 Collections and Allocations. With respect to each Collection Period, the Available Distribution Amount on deposit in the Trust Account (and the other Transaction Accounts when provided in this Indenture) will be allocated to each Series then Outstanding in accordance with Article III of this Indenture and the Supplements.

          Section 313 Purchase Account.

          (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain in the name of the Indenture Trustee an Eligible Account with the Corporate Trust Office of the Indenture Trustee which shall be designated the purchase account (the “Purchase Account”) and which shall be held by the Indenture Trustee pursuant to this Indenture. Any and all moneys remitted by the Issuer, or the Manager on the Issuer’s behalf, to the Purchase Account, together with any Eligible Investments in which such moneys are or will be invested or reinvested, shall be held in the Purchase Account. Any and all moneys in the Purchase Account shall be invested in Eligible Investments in accordance with this Indenture and shall be distributed in accordance with this Section 313.

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          (b) The Issuer shall (or shall cause the Manager to) deposit into the Purchase Account all Compressor Reinvestment Sales Proceeds. The Issuer may, so long as no Control Party has sent written direction to the contrary to each of the Issuer, the Manager, the Indenture Trustee and each other Control Party, use, or cause the use of, all or any portion of the Compressor Reinvestment Sales Proceeds then on deposit in the Purchase Account to pay to the Contributors the purchase price for one or more Compressors that satisfy the Additional Compressor Criteria and the Purchase Criteria pursuant to a transaction complying with the terms of the Contribution Agreement and this Indenture, by delivering a written notice and certificate to the Indenture Trustee (1) specifying (x) the amount of Compressor Reinvestment Sales Proceeds to be released from the Purchase Account and paid over to the Contributor and identifying the Contributor to be paid, (y) the applicable Purchase Date on which such amount shall be released and paid and (z) a description of the Additional Compressors to be purchased and (2) representing and warranting to the Indenture Trustee, each Noteholder, each Control Party, and each Interest Rate Hedge Provider that, as at the Purchase Date for such Additional Compressors, such Additional Compressors satisfy all of the Additional Compressor Criteria and the Purchase Criteria.

          (c) If the Issuer does not utilize all of the Compressor Reinvestment Sales Proceeds to purchase Additional Compressors within thirty (30) days after the date on which such Compressor Reinvestment Sales Proceeds were initially deposited into the Purchase Account, then the Indenture Trustee, at the direction of the Manager or any Control Party, shall transfer from the Purchase Account to the Trust Account any unused portion of such Compressor Reinvestment Sales Proceeds. In determining whether or not all of the Compressor Reinvestment Sales Proceeds arising from a specific Owner Compressor were re-invested in Additional Compressors within a thirty (30) day period, the Issuer shall utilize a first-in, first out method of tracking Compressor Reinvestment Sales Proceeds.

          (d) Upon the occurrence of either a Trigger Event or a Prospective Trigger Event, the Indenture Trustee, at the direction of the Manager or any Control Party, as the case may be, shall promptly liquidate all Eligible Investments credited to the Purchase Account and transfer all funds from the Purchase Account to the Trust Account.

ARTICLE IV

COLLATERAL

          Section 401 Collateral.

          (a) The Notes and the obligations of the Issuer and the Exterran ABS Lessor hereunder shall be obligations of the Issuer and the Exterran ABS Lessor as provided in Section 203 hereof. The Noteholders, each Series Enhancer and each Interest Rate Hedge Provider shall also have the benefit of, and the Notes shall be secured by and be payable solely from, the Collateral.

          (b) Notwithstanding anything contained in this Indenture to the contrary, each of the Issuer and the Exterran ABS Lessor expressly agrees that it shall remain liable under each agreement and contract included in the Collateral to which it is a party to observe and perform all the conditions and obligations to be observed and performed by the Issuer thereunder and that the Issuer shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such contract and agreement.

          (c) The Indenture Trustee hereby acknowledges the appointment by the Issuer and the Exterran ABS Lessor of the Manager to service and administer the Collateral in accordance with the provisions of the Management Agreement and, so long as such Management Agreement shall not have been terminated in accordance with its terms, the Indenture Trustee hereby agrees to provide the Manager with such documentation, and to take all such actions with respect to the Collateral, as the Manager may reasonably request in writing in accordance with the express provisions of the Management Agreement. Until such time as the Management Agreement has been terminated in accordance with its terms, the Manager, on behalf of the Issuer and the Exterran ABS Lessor, shall collect all payments on the User Contracts in accordance with the provisions of the Management Agreement and the Intercreditor Agreement.

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          (d) The Indenture Trustee or the Requisite Global Majority (or any other Person (including the Back-up Manager or the Manager) designated by the Indenture Trustee or the Requisite Global Majority) may, upon the occurrence of (i) any Event of Default (after notifying the Issuer of its intention to do so) or (ii) an Exterran Group Event, (1) set up and maintain the ABS Lockbox Account (unless such ABS Lockbox Account has been previously created by the Back-up Manager in connection with a Manager Termination Notice) and (2) notify Users and any other Account Debtors of the Issuer, including, without limitation, any Person obligated to make payments pursuant to any User Contract, parties to the Contracts of the Issuer and obligors in respect of Instruments of the Issuer, that (x) the User Contracts and Accounts, and the right, title and interest of the Issuer in and under such User Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account, and the Indenture Trustee and/or the Requisite Global Majority (and/or any such designee) may communicate with such Users and other Account Debtors, parties to such Contracts and obligors in respect of such Instruments to verify with such parties, to the Indenture Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount and terms of such User Contracts, Accounts, Contracts and Instruments. The Indenture Trustee hereby agrees that it will cause amounts on deposit from time to time in the ABS Lockbox Account, if any, to be deposited into the Trust Account.

          (e) Notwithstanding anything contained in this Indenture to the contrary, the Indenture Trustee or any Entitled Party may reject or refuse to accept any Collateral for credit toward payment of the Notes that is an account, instrument, chattel paper, lease, or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.

          Section 402 Pro Rata Interest.

          (a) All Series of Notes Outstanding shall be equally and ratably entitled to the benefits of this Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Indenture and the related Supplement.

          (b) With respect to each Series of Notes, the execution and delivery of the related Supplement shall be upon the express condition that, if the conditions specified in Section 701 of this Indenture are met with respect to such Series of Notes, the security interest and all other estate and rights granted by this Indenture with respect to such Series of Notes shall cease and become null and void and all of the property, rights, and interest granted as security for the Notes of such Series shall revert to and revest in the Issuer without any other act or formality whatsoever.

          Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact; Certain Rights of Control Party.

          (a) Each of the Issuer and the Exterran ABS Lessor hereby irrevocably constitutes and appoints the Indenture Trustee, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer or the Exterran ABS Lessor, as the case may be, and in the name of the Issuer or the Exterran ABS Lessor, as the case may be, or in its own name, from time to time at the Indenture Trustee’s discretion (as directed by the Requisite Global Majority and/or any Control Party in accordance with this Indenture), for the purpose of carrying out the terms and purposes of this Indenture, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and, without limiting the generality of the foregoing, the Issuer hereby gives the Indenture Trustee the power and right, on behalf of the Issuer, without notice to or assent by the Issuer, to do any or all of the following as the Indenture Trustee may elect:

          (i) to ask, demand, collect, recover, compound, sue for, receive and give acquittances and receipts for any and all monies due or to become due under the Collateral and, in the name of the Issuer or the Exterran ABS Lessor, as the case may be, in its own name or otherwise, to take possession of, endorse, receive and collect any checks, drafts, note, acceptances or other Instruments for the payment of monies due under the Collateral and to file any claim or to take or commence any other action or Proceeding in any court of law or equity or otherwise deemed appropriate by the Indenture Trustee for

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the purpose of collecting any and all such monies due under or with respect to the Collateral whenever payable;

          (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Indenture and to pay all or any part of the premiums therefor and the costs thereof; and

          (iii) to (1) direct any Person liable for any payment under or in respect of any of the Collateral (including, without limitation, any User Contracts) to make payment of any and all monies due or to become due thereunder directly to the Indenture Trustee or as the Indenture Trustee shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of the Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against the Issuer or the Exterran ABS Lessor, assignments, verifications and notices in connection with Accounts and other Instruments and Documents constituting or relating to the Collateral, (4) commence and prosecute any suits, actions or Proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of the Collateral, (5) defend any suit, action or proceeding brought against the Issuer or the Exterran ABS Lessor with respect to the Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, give such discharges or releases as the Indenture Trustee may deem appropriate, (7) obtain or adjust insurance required to be maintained by the Issuer or the Exterran ABS Lessor pursuant to any Related Document upon the failure by the Issuer to maintain such insurance, (8) prepare and file any UCC financing statements in the name of the Issuer or the Exterran ABS Lessor as debtor, (9) prepare, sign and file for recordation, to the extent that there is any Intellectual Property, in any intellectual property registry appropriate evidence of the security interest and Lien granted herein in the Intellectual Property in the name of the Issuer or the Exterran ABS Lessor as assignor, (10) pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, (11) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Indenture Trustee were the absolute owner thereof for all purposes, and (12) do, at the Indenture Trustee’s option and Issuer’s expense, at any time, or from time to time, all acts and things which the Indenture Trustee may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Indenture Trustee’s Lien therein in order to effect the intent of this Indenture, all as fully and effectively as the Issuer or the Exterran ABS Lessor, as the case may be, might do.

          The Indenture Trustee has no obligation or duty to determine whether to perfect, file, record or maintain any perfected, filed or recorded document or instrument (all of which the Issuer shall prepare, deliver and instruct the Indenture Trustee to execute at the Issuer’s expense) in connection with the grant of security interest in the Collateral hereunder.

          (b) The Indenture Trustee shall not exercise the power of attorney or any rights granted to the Indenture Trustee pursuant to this Section 403 other than those contained in clauses (8), (9) and (12) of Section 403(a)(iii) unless an Event of Default shall have occurred and be continuing or such exercise is otherwise permitted hereunder. The Issuer hereby ratifies, to the extent permitted by law, all actions that said attorney shall lawfully do, or cause to be done, by virtue hereof. The power of attorney granted pursuant to this Section 403 is a power coupled with an interest and shall be irrevocable until all Series of Notes and other obligations secured hereby are paid and performed in full.

          (c) The powers conferred on the Indenture Trustee hereunder are solely to protect the Indenture Trustee’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers except as set forth herein. The Indenture Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees, agents or representatives shall be responsible to the Issuer or the Exterran ABS Lessor for any act or failure to act, except for its own negligence or willful misconduct.

          (d) Each of the Issuer and the Exterran ABS Lessor authorizes the Indenture Trustee (i) at any time and from time to time after a Manager Default, at the written direction of the Requisite Global Majority, to terminate the Management Agreement then in effect and/or exercise any other remedies under Section 12.2 of the

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Management Agreement, (ii) at any time and from time to time upon the occurrence of an Event of Default and at the direction of the Requisite Global Majority, to (x) communicate in its own name with any party to any User Contract with regard to the assignment hereunder of the right, title and interest of the Issuer or the Exterran ABS Lessor, as the case may be, in, to and under the User Contracts and other matters relating thereto and (y) execute, in connection with the sale of Collateral provided for in Article VIII hereof, any endorsements, assignments or other instruments of conveyance or transfer or sale with respect to the Collateral, (iii) at any time and from time to time, at the written direction of the Requisite Global Majority, to take any and all actions and exercise any and all rights and remedies (including, without limitation, all rights to give or withhold consents and/or approvals) of the Indenture Trustee under the Intercreditor Agreement as the Requisite Global Majority shall direct, and (iv) at any time and from time to time, at the direction of the Requisite Global Majority, to take any and all actions and exercise any and all rights and remedies (including, without limitation, all rights to give or withhold consents and/or approvals) stated to be exercisable by the Indenture Trustee under the Management Agreement, Back-up Management Agreement, Contribution Agreement or any other Related Document. The Indenture Trustee hereby agrees, for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, that it shall act as directed in accordance with this Section 403(d).

          (e) If either the Issuer or the Exterran ABS Lessor fails to perform or comply with any of its agreements contained herein, the Indenture Trustee, with the consent of, or at the direction of, the Requisite Global Majority, shall perform or comply, or otherwise cause performance or compliance, with such agreement. The reasonable expenses, including attorneys’ fees and expenses, of the Indenture Trustee incurred in connection with such performance or compliance, together with interest thereon at the Overdue Rate specified in the related Supplement, shall be payable by the Issuer and the Exterran ABS Lessor to the Indenture Trustee on demand and shall constitute additional Outstanding Obligations secured hereby.

          (f) Each of the Issuer, the Exterran ABS Lessor, the Indenture Trustee, each Series Enhancer and, by its acceptance of its respective Note, each Noteholder, hereby agrees that, if the Indenture Trustee shall fail to act as directed by the Requisite Global Majority at any time at which it is so required to act hereunder or under any other Related Document, then, in each case, the Requisite Global Majority shall be entitled to take such action directly in its own capacity or on behalf of the Indenture Trustee. If the Indenture Trustee fails to act as directed by the Requisite Global Majority when so required to act under any Related Document, then the Indenture Trustee shall, upon the request of the Requisite Global Majority, irrevocably appoint the Person designated by the Requisite Global Majority, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Indenture Trustee and in the name of the Indenture Trustee or in its own name, to take any and all actions that the Indenture Trustee is authorized to take under any Related Document, to the extent the Indenture Trustee has failed to take such action when and as required under such Related Document.

          Section 404 Release of Security Interest. Upon the Indenture Trustee’s receipt of an Officer’s Certificate in the form attached hereto as Exhibit C (a copy of which Officer’s Certificate shall be delivered to the Deal Agent, each Series Enhancer and each Interest Rate Hedge Provider at least three (3) Business Days prior to the effective date of such release) certifying that such release complies with all of the provisions hereof and of the Related Documents (including Sections 608, 614, 644, 645, 646, 647, 648, 649, and 816 hereof, Section 5.13 of the Management Agreement and Section 3.04 of the Contribution Agreement) the Owner Compressors identified for release in such certificate, together with the Compressor Related Assets relating to such Owner Compressors (but only to the extent that such Compressor Related Assets are not related to any Owner Compressors other than those identified in such certificate), will be released from the security interest and Lien of this Indenture and all Related Documents.

          Section 405 Administration of Collateral. (a) The Indenture Trustee shall, as promptly as practicable, notify the Noteholders, each Interest Rate Hedge Provider, each Series Enhancer, the Back-up Manager and the Deal Agent of any Manager Default of which a Corporate Trust Officer has received written notice. If a Manager Default shall have occurred and then be continuing, the Indenture Trustee, in accordance with the written direction of the Requisite Global Majority, shall deliver to the Manager (with a copy to the Deal Agent, the Back-up Manager, each Rating Agency, each Series Enhancer and each Interest Rate Hedge Provider) a Manager Termination Notice terminating the Manager of its responsibilities in accordance with the terms of the Management Agreement. Upon receipt of such Manager Termination Notice, the Back-up Manager shall, subject to the

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limitations set forth in the Back-up Management Agreement, assume the duties of the Manager under the Management Agreement. If the Back-up Manager is prohibited by Applicable Law from serving as the Manager (and delivers such documents and opinions evidencing such inability as set forth in the Back-up Management Agreement) and if the Back-up Manager is unable to locate and qualify a replacement Manager within sixty (60) days after the date of delivery of the Manager Termination Notice, then the Requisite Global Majority may appoint, or petition a court of competent jurisdiction to appoint as a Replacement Manager, a Person reasonably acceptable to the Requisite Global Majority, having a net worth of not less than $15,000,000 and whose regular business includes the servicing of natural gas compressors. In connection with the appointment of a Replacement Manager, the Indenture Trustee or Deal Agent may, with the written consent of the Requisite Global Majority, make such arrangements for the compensation of such Replacement Manager out of the Trust Account as the Indenture Trustee acting at the direction of the Requisite Global Majority and such Replacement Manager shall agree. The Indenture Trustee shall take such action, consistent with the Management Agreement and the other Related Documents, as shall be necessary to effectuate the appointment and installation of the Back-up Manager or another Replacement Manager.

          (b) Upon a Corporate Trust Officer’s obtaining the receipt of written notice by the Indenture Trustee that a Warranty Purchase Amount has not been paid when due pursuant to the terms of the Related Documents, the Indenture Trustee shall notify each Control Party and each Series Enhancer of such event and shall, in the name of the Issuer, in the Indenture Trustee’s own name or otherwise (as directed by the Requisite Global Majority) enforce any applicable repurchase obligations of the Contributors or any other Person at the direction of the Requisite Global Majority.

          (c) The Indenture Trustee shall as promptly as practicable (and in any event within three (3) Business Days after the Indenture Trustee’s receipt hereof) notify and deliver to each Control Party and each Series Enhancer, a copy of each notice or other written communication received by the Indenture Trustee under the Intercreditor Agreement.

ARTICLE V A

REPRESENTATIONS AND WARRANTIES OF ISSUER

          To induce (i) the Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to execute and deliver each Enhancement Agreement, (iii) each Letter of Credit Bank to issue a Letter of Credit, (iv) the Exterran ABS Lessor to enter into each Lease and (v) each Interest Rate Hedge Provider to enter into Interest Rate Swap Agreements, the Issuer hereby represents and warrants (as of the Closing Date, as of each date on which an “advance” under any Supplement is made and as of each date on which any Notes are issued subsequent to the Closing Date pursuant to any Supplement) to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer, each Letter of Credit Bank and each Interest Rate Hedge Provider that:

          Section 501 Existence. The Issuer is a Delaware limited liability company duly formed and validly existing and in good standing and is duly qualified to do business in each jurisdiction where the nature of its business requires it to qualify, except where the failure to do so would not have a material adverse effect upon the Issuer, the Collateral or the ability of the Issuer to perform its obligations under the Related Documents to which it is a party. Since the date of formation of the Issuer, the Issuer has not conducted business under any other name and does not have any trade names, or “doing business under” or “doing business as” names. The Issuer has not reorganized in any jurisdiction (whether the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any possession or territory of the United States, or any foreign country or state) other than the State of Delaware.

          Section 502 Authorization. The Issuer has the limited liability company power and is duly authorized to execute and deliver this Indenture and the other Related Documents to which it is a party; Issuer is and will continue to be duly authorized to borrow monies hereunder; and Issuer is and will continue to be duly authorized to perform its obligations under this Indenture and under the other Related Documents. The execution, delivery and performance by the Issuer of this Indenture and the other Related Documents to which it is a party and the borrowings hereunder do not and will not require any consent or approval of any Governmental Authority, partner or any other Person which has not already been obtained.

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          Section 503 Due Qualification. The Issuer is qualified as a foreign limited liability company in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect the ability of the Issuer to perform its obligations under or comply with the terms of this Indenture or any other Related Document to which it is a party.

          Section 504 No Conflict; Legal Compliance. The execution, delivery and performance of this Indenture and each of the other Related Documents and the execution, delivery and payment of the Notes will not: (a) contravene any provision of the limited liability company agreement of the Issuer; (b) contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that could result in a Material Adverse Change; or (c) violate or result in the breach of, or constitute (with or without notice or lapse of time or both) a default under this Indenture, the Related Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which the Issuer is a party or by which the Issuer, or its property and assets, may be bound or affected that could result in a Material Adverse Change or result in a Lien on the Collateral other than Permitted Encumbrances. The Issuer is not in violation or breach of or default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party that could result in a Material Adverse Change.

          Section 505 Validity and Binding Effect. This Indenture is, and each Related Document to which the Issuer is a party, when duly executed and delivered, will be, legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

          Section 506 Financial Statements. Since December 31, 2006, there has been no Material Adverse Change in the financial condition of any Exterran Affiliate (determined on a consolidated basis for all Exterran Affiliates), other than as disclosed in the Form 10Q filed by Universal Compression Holdings, Inc. or Hanover Compressor Company for the fiscal quarter ended June 30, 2007.

          Section 507 Executive Offices. The current location of the Issuer’s chief executive office and principal place of business is 4444 Brittmoore Road, Houston, Texas 77041.

          Section 508 No Agreements or Contracts. The Issuer is not now and has not been a party to any contract or agreement (whether written or oral) other than the Related Documents.

          Section 509 Consents and Approvals. No approval, authorization, order, action or consent of or notice to any trustee or holder of any Indebtedness or obligation of the Issuer or of any other Person under any agreement, contract, lease or license or similar document or instrument to which the Issuer is a party or by which the Issuer or any of its property or assets is bound, is required to be obtained or given by the Issuer in order to make or consummate the transactions contemplated under the Related Documents, including, inter alia, any issuance or sale of the Notes pursuant to the provisions of this Indenture, except for those approvals, authorizations and consents that have been obtained on or prior to the Closing Date (and except for notices to or consents of certain Users in connection with the assignment of certain User Contracts, to the extent such notice or consent requirements are permitted under clause (2) of the definition of the term “Eligible Contract”). All consents, orders and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by Issuer in order to make or consummate the transactions contemplated under the Related Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect, or due provision has been made therefor reasonably acceptable to the Indenture Trustee.

          Section 510 Margin Regulations. The Issuer does not own any “margin security”, as that term is defined in Regulation U of the Federal Reserve Board, and the proceeds of the Notes issued under this Indenture will be used only for the purposes contemplated hereunder. None of the proceeds of the Notes will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the loans under this Indenture to be considered a “purpose credit”

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within the meaning of Regulations T, U and X. The Issuer will not take or permit any agent acting on its behalf to take any action which might cause this Indenture or any document or instrument delivered pursuant hereto to violate any regulation of the Federal Reserve Board.

          Section 511 Taxes. All federal, state, local and foreign tax returns, reports and statements required to be filed by the Issuer have been filed with the appropriate Governmental Authorities, and all Taxes and other impositions shown thereon to be due and payable by the Issuer have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or the Issuer is contesting its liability therefor in good faith and has fully reserved all such amounts according to GAAP in the financial statements provided to the Noteholders pursuant to Section 629 of this Indenture. The Issuer has paid when due and payable all material charges upon the books of the Issuer and no Governmental Authority has asserted any Lien against the Issuer with respect to unpaid Taxes. Proper and accurate amounts have been withheld by the Issuer from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.

          Section 512 Other Regulations. The Issuer is not an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. The issuance of the Notes hereunder and the application of the proceeds and repayment thereof by the Issuer, the granting of the security interest and Liens hereunder and the performance of the transactions contemplated by this Indenture and the other Related Documents will not violate any provision of the Investment Company Act of 1940, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

          Section 513 Solvency and Separateness.

          (i) The capital of the Issuer is adequate for the business and undertakings of the Issuer;

          (ii) Other than with respect to the transactions contemplated by the Related Documents and transactions between the Exterran ABS Lessor and the Issuer permitted pursuant to the terms of the Related Documents, the Issuer is not engaged in any business transactions with any Exterran Affiliate;

          (iii) Two of the directors of the non-economic member of the Issuer are Independent Directors;

          (iv) The Issuer’s funds and assets are not, and will not be, commingled with those of any Exterran Affiliate, except as permitted by the Management Agreement and the Intercreditor Agreement;

          (v) The organizational documents of the Issuer require the Issuer to maintain correct and complete books and records of account;

          (vi) The Issuer is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Related Documents and after giving effect to such transactions, the Issuer will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. The Issuer does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar official in respect of the Issuer or any of its assets;

          (vii) The Issuer is holding all of its assets in its own name and is conducting its business in its own name;

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          (viii) The Issuer is maintaining its books, records and cash management accounts separate from those of any other Person;

          (ix) The Issuer is maintaining its bank accounts separate from those of any other Person;

          (x) The Issuer is maintaining separate financial statements, showing its assets and liabilities separate and apart from those of any other Person;

          (xi) The Issuer is paying its own liabilities and expenses only out of its own funds (including, inter alia, the payment of the salaries of its employees);

          (xii) The Issuer has entered and will enter into a transaction with an Affiliate only if such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate of the Issuer;

          (xiii) The Issuer is allocating fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

          (xiv) The Issuer is holding itself out as a separate entity;

          (xv) The Issuer is maintaining adequate capital in light of its contemplated business operations;

          (xvi) The Issuer is maintaining a sufficient number of employees in light of its contemplated business operations;

          (xvii) Except for the membership interests of the Exterran ABS Lessor, the Issuer has not acquired and will not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate;

          (xviii) The Issuer has not made and will not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities);

          (xix) The Issuer is using separate stationery, invoices, and checks bearing its own name;

          (xx) The Issuer has not pledged its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances;

          (xxi) The Issuer has corrected and will correct any misunderstanding regarding its separate identity;

          (xxii) The Issuer is not holding out its credit as being available to satisfy the obligations of any other Person;

          (xxiii) The Issuer is not identifying itself as a division of any other Person or entity; and

          (xxiv) The Issuer is observing all limited liability company and other appropriate organizational formalities including, inter alia, remaining in good standing and qualifying to do business in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law.

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          Section 514 Insolvency; Fraudulent Conveyance. The Issuer is paying its debts as they become due and is not “insolvent” within the meaning of any applicable Insolvency Law in that:

          (i) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the present value of the Issuer’s assets will be in excess of the amount that will be required to pay the Issuer’s probable liabilities as they then exist and as they become absolute and matured; and

          (ii) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the sum of the Issuer’s assets will be greater than the sum of the Issuer’s debts, valuing the Issuer’s assets at a fair market value.

Each acquisition by the Issuer of Compressors has been made for “reasonably equivalent value” (as such term is defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt” (as such term is defined in the Bankruptcy Code).

          Section 515 No Default. No Event of Default, Manager Default, Exterran Group Event or Trigger Event has occurred and is continuing and no event has occurred that with the passage of time would become an Event of Default, Manager Default, Exterran Group Event or Trigger Event.

          Section 516 No Proceedings or Injunctions. There are (i) no litigations, Proceedings or investigations pending, or, to the knowledge of the Issuer, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority, (A) asserting the invalidity of this Indenture or any other Related Document to which the Issuer is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or any other Related Document to which the Issuer is a party, or (C) seeking any determination or ruling that could reasonably be expected to result in a Material Adverse Change and (ii) no injunctions, writs, restraining orders or other orders in effect against the Issuer that could reasonably be expected to result in a Material Adverse Change.

          Section 517 Compliance with Law. The Issuer:

          (i) is not in violation of (1) any Applicable Law, or (2) court orders to which it is subject, the violation of either of which could reasonably be expected to materially and adversely affect the ability of the Issuer to perform its obligations under and comply with the terms of this Indenture or any other Related Document to which it is a party;

          (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property (including the Owner Compressors) or the conduct of its business (including entering into contracts for use of Owner Compressors) including, without limitation, with respect to transactions contemplated by this Indenture and the other Related Documents to which it is a party; and

          (iii) is not in violation in any respect of any term of any agreement, certificate of formation, organizational documents or other instrument to which it is a party or by which it may be bound, which violation could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Issuer, or materially and adversely affect the Issuer’s rights or remedies under any User Contract or the interest of the Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.

          Section 518 Title; Liens. The Issuer has good, legal and marketable title to each of its respective assets including the User Contracts, and none of such assets is subject to any Lien, except for the Lien under or permitted by this Indenture.

          Section 519 Ownership; Subsidiaries. All of the issued and outstanding membership interests of the Issuer are held by one or more Exterran Affiliate(s). The Issuer has no subsidiaries other than the Exterran ABS Lessor.

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          Section 520 No Partnership. The Issuer is not a partner or joint venturer in any partnership or joint venture.

          Section 521 UCC Information. The information set forth in Schedule 1 hereto is true, complete and correct in all material respects.

          Section 522 Security Interest Representations. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) and Lien in the Issuer Collateral in favor of the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, which security interest, upon the execution and delivery of the Control Agreement and the completion of the filings referred to in Section 522(d) being duly made, is a perfected first priority security interest prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

          (b) The Compressors constitute “equipment” or “inventory” within the meaning of the UCC. The User Contracts constitute “tangible chattel paper” or “accounts” within the meaning of the UCC and the rights thereunder constitute “general intangibles” within the meaning of the UCC. Each of the Transaction Accounts constitutes a “securities account” within the meaning of the UCC.

          (c) The Issuer owns and has good and marketable title to the Issuer Collateral, free and clear of any Lien, claim or encumbrance of any Person, except for the Liens created or permitted pursuant hereto or the Related Documents.

          (d) The Issuer has caused all appropriate financing statements or documents of similar import to be duly filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Issuer Collateral granted to the Indenture Trustee in this Indenture and such security interest constitutes a perfected first priority security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of, or security interest in or a Lien on, any collateral described in this financing statement, other than a security interest in favor of the Indenture Trustee, will violate the rights of the Indenture Trustee.”

          (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture or granted in any of the Related Documents, the Issuer has not pledged, assigned, sold, granted a security interest in or a Lien (except for Permitted Encumbrances) on or otherwise conveyed any of the Collateral, except as permitted pursuant hereto or in the Related Documents. The User Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering any Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Indenture or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

          (f) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to pledge to the Indenture Trustee its interest and rights in such Collateral hereunder.

          (g) The Issuer has taken all steps necessary to cause the Securities Intermediary (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a security entitlement in each of the Transaction Accounts.

          (h) The Transaction Accounts are not in the name of any Person other than the Indenture Trustee or the Securities Intermediary. Neither the Issuer nor the Indenture Trustee has consented to compliance of the Securities Intermediary with entitlement orders of any Person other than the Indenture Trustee.

     The representations and warranties set forth in this Section 522 shall survive until this Indenture is terminated in accordance with its terms.

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          Section 523 Ordinary Course. The transactions contemplated by this Indenture and the other Related Documents are being consummated by the Issuer in furtherance of the Issuer’s ordinary business purposes and constitute a practical and reasonable course of action by the Issuer designed to improve the financial position of the Issuer, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

          Section 524 Stamping and Storage of User Contracts. The Issuer has stamped, or has caused the Manager to stamp (in the manner provided in Section 5.11 of the Management Agreement), by no later than thirty (30) days after the related Contribution Date, each User Contract owned by the Issuer with the following legend:

“Certain proceeds of this contract are subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee”.

In addition, such User Contract is stored at the offices of the Manager or one of its Affiliates in a locked, fireproof cabinet.

          Section 525 Identification Marks. The Issuer has used, or has caused the Manager to use, its best efforts consistent with the Management Agreement to keep and maintain or to cause to be kept and maintained on each Owner Compressor, prominently displayed, a sticker with the phrase “Owned by Exterran ABS 2007 LLC or Exterran ABS Leasing 2007 LLC and subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee” or in each case other appropriate words designated by the Requisite Global Majority, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect the Issuer’s, the Exterran ABS Lessor’s and the Indenture Trustee’s interests in such Owner Compressors.

So long as any of the Notes shall be Outstanding and until payment and performance in full of the Outstanding Obligations, the representations and warranties contained herein shall have a continuing effect as having been true when made.

          Section 526 Intellectual Property. The Issuer has no Intellectual Property.

          Section 527 Taxpayer Identification Number. The Issuer’s U.S. taxpayer identification number is 26-0691927. Pursuant to Treasury Regulation Section 301.7701-3(b)(l)(ii), the Issuer is disregarded as an entity separate from its single owner.

          Section 528 Disclosure. The Issuer has disclosed to the Deal Agent and each Control Party all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Issuer to the Deal Agent, the Indenture Trustee, any Control Party or any Noteholder in connection with the transactions contemplated hereby and the negotiation of this Indenture or delivered hereunder or under any other Related Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Issuer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

ARTICLE V B

REPRESENTATION AND WARRANTIES OF EXTERRAN ABS LESSOR

          To induce (i) the Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to execute and deliver each Enhancement Agreement, (iii) each Interest Rate Hedge Provider to enter into Interest Rate Swap Agreements and (iv) the Issuer to enter into each Lease, the Exterran ABS Lessor hereby represents and

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warrants (as of the Closing Date, as of each date on which an “advance” under any Supplement is made and as of each date on which any Notes are issued subsequent to the Closing Date pursuant to any Supplement) to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that:

          Section 529 Existence. The Exterran ABS Lessor is a Delaware limited liability company duly formed and validly existing and in good standing and is duly qualified to do business in each jurisdiction where the nature of its business requires it to qualify, except where the failure to do so would not have a material adverse effect upon the Exterran ABS Lessor, the Collateral or the ability of the Exterran ABS Lessor to perform its obligations under the Related Documents to which it is a party. Since the date of formation of the Exterran ABS Lessor, the Exterran ABS Lessor has not conducted business under any other name and does not have any trade names, or “doing business under” or “doing business as” names. The Exterran ABS Lessor has not reorganized in any jurisdiction (whether the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any possession or territory of the United States, or any foreign country or state) other than the State of Delaware.

          Section 530 Authorization. The Exterran ABS Lessor has the limited liability company power and is duly authorized to execute and deliver this Indenture and the other Related Documents to which it is a party; the Exterran ABS Lessor is and will continue to be duly authorized to perform its obligations under this Indenture and under the other Related Documents. The execution, delivery and performance by the Exterran ABS Lessor of this Indenture and the other Related Documents to which it is a party and the borrowings hereunder do not and will not require any consent or approval of any Governmental Authority, partner or any other Person which has not already been obtained.

          Section 531 Due Qualification. The Exterran ABS Lessor is qualified as a foreign limited liability company in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect the ability of the Exterran ABS Lessor to perform its obligations under or comply with the terms of this Indenture or any other Related Document to which it is a party.

          Section 532 No Conflict; Legal Compliance. The execution, delivery and performance of this Indenture and each of the other Related Documents to which it is a party will not: (a) contravene any provision of the limited liability company agreement of the Exterran ABS Lessor; (b) contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that could result in a Material Adverse Change; or (c) violate or result in the breach of, or constitute (with or without notice or lapse of time or both) a default under this Indenture, the Related Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which the Exterran ABS Lessor is a party or by which the Exterran ABS Lessor, or its property and assets, may be bound or affected that could result in a Material Adverse Change or result in a Lien on the Collateral other than Permitted Encumbrances. The Exterran ABS Lessor is not in violation or breach of or default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party that could result in a Material Adverse Change.

          Section 533 Validity and Binding Effect. This Indenture is, and each Related Document to which the Exterran ABS Lessor is a party, when duly executed and delivered, will be, legal, valid and binding obligations of the Exterran ABS Lessor, enforceable against the Exterran ABS Lessor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

          Section 534 Executive Offices. The current location of the Exterran ABS Lessor’s chief executive office and principal place of business is 4444 Brittmoore Road, Houston, Texas 77041.

          Section 535 No Agreements or Contracts. The Exterran ABS Lessor is not now and has not been a party to any contract or agreement (whether written or oral) other than the Related Documents.

          Section 536 Consents and Approvals. No approval, authorization, order, action or consent of

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or notice to any trustee or holder of any Indebtedness or obligation of the Exterran ABS Lessor or of any other Person under any agreement, contract, lease or license or similar document or instrument to which the Exterran ABS Lessor is a party or by which the Exterran ABS Lessor or any of its property or assets is bound, is required to be obtained or given by the Exterran ABS Lessor in order to make or consummate the transactions contemplated under the Related Documents, except for those approvals, authorizations and consents that have been obtained on or prior to the Closing Date. All consents, orders and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by the Exterran ABS Lessor in order to make or consummate the transactions contemplated under the Related Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect, or due provision has been made therefor reasonably acceptable to the Indenture Trustee.

          Section 537 Taxes. All federal, state, local and foreign tax returns, reports and statements required to be filed by the Exterran ABS Lessor have been filed with the appropriate Governmental Authorities, and all Taxes and other impositions shown thereon to be due and payable by the Exterran ABS Lessor have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or the Exterran ABS Lessor is contesting its liability therefor in good faith and has fully reserved all such amounts according to GAAP in the financial statements provided to the Noteholders pursuant to Section 629 of this Indenture. The Exterran ABS Lessor has paid when due and payable all material charges upon the books of the Exterran ABS Lessor and no Governmental Authority has asserted any Lien against the Exterran ABS Lessor with respect to unpaid Taxes. Proper and accurate amounts have been withheld by the Exterran ABS Lessor from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.

          Section 538 Solvency and Separateness.

          (a) The capital of the Exterran ABS Lessor is adequate for the business and undertakings of the Exterran ABS Lessor;

          (b) Other than with respect to the transactions contemplated by the Related Documents and transactions between the Exterran ABS Lessor and the Issuer, the Exterran ABS Lessor is not engaged in any business transactions with any Exterran Affiliate;

          (c) Two of the directors of the non-economic member of the Exterran ABS Lessor are Independent Directors;

          (d) The Exterran ABS Lessor’s funds and assets are not, and will not be, commingled with those of any Exterran Affiliate, except as permitted by the Management Agreement, this Indenture, and the Intercreditor Agreement;

          (e) The organizational documents of the Exterran ABS Lessor require the Exterran ABS Lessor to maintain correct and complete books and records of account;

          (f) The Exterran ABS Lessor is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Related Documents and after giving effect to such transactions, the Exterran ABS Lessor will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Exterran ABS Lessor have intended to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. The Exterran ABS Lessor does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar official in respect of the Exterran ABS Lessor or any of its assets;

          (g) The Exterran ABS Lessor is holding all of its assets in its own name and is conducting its business in its own name;

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          (h) The Exterran ABS Lessor is maintaining its books, records and cash management accounts separate from those of any other Person;

          (i) The Exterran ABS Lessor is maintaining its bank accounts separate from those of any other Person;

          (j) The Exterran ABS Lessor is maintaining separate financial statements, showing its assets and liabilities separate and apart from those of any other Person;

          (k) The Exterran ABS Lessor is paying its own liabilities and expenses only out of its own funds (including, inter alia, the payment of the salaries of its employees);

          (l) The Exterran ABS Lessor has entered and will enter into a transaction with an Affiliate other than the Issuer only if such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate of the Exterran ABS Lessor;

          (m) The Exterran ABS Lessor is allocating fairly and reasonably any overhead expenses that are shared with an Affiliate other than the Issuer, including paying for office space and services performed by any employee of an Affiliate;

          (n) The Exterran ABS Lessor is holding itself out as a separate entity;

          (o) The Exterran ABS Lessor is maintaining adequate capital in light of its contemplated business operations;

          (p) The Exterran ABS Lessor is maintaining a sufficient number of employees in light of its contemplated business operations;

          (q) The Exterran ABS Lessor has not acquired and will not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate, other than obligations of the Issuer that constitute Collateral;

          (r) The Exterran ABS Lessor has not made and will not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities and other than obligations of the Issuer that constitute Collateral);

          (s) The Exterran ABS Lessor has not pledged its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances;

          (t) The Exterran ABS Lessor has corrected and will correct any misunderstanding regarding its separate identity;

          (u) The Exterran ABS Lessor is not holding out its credit as being available to satisfy the obligations of any other Person other than the Issuer;

          (v) The Exterran ABS Lessor is not identifying itself as a division of any other Person or entity; and

          (w) The Exterran ABS Lessor is observing all limited liability company and other appropriate organizational formalities including, inter alia, remaining in good standing and qualifying to do business in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law.

          Section 539 Insolvency; Fraudulent Conveyance. The Exterran ABS Lessor is paying its debts as they become due and is not “insolvent” within the meaning of any applicable Insolvency Law in that:

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          (i) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the present value of the Exterran ABS Lessor’s assets will be in excess of the amount that will be required to pay the Exterran ABS Lessor’s probable liabilities as they then exist and as they become absolute and matured; and

          (ii) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the sum of the Exterran ABS Lessor’s assets will be greater than the sum of the Exterran ABS Lessor’s debts, valuing the Exterran ABS Lessor’s assets at a fair market value.

Each acquisition by the Exterran ABS Lessor of Compressors has been made for “reasonably equivalent value” (as such term is defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt” (as such term is defined in the Bankruptcy Code).

          Section 540 No Default. No Event of Default, Manager Default, Exterran Group Event or Trigger Event has occurred and is continuing and no event has occurred that with the passage of time would become an Event of Default, Manager Default, Exterran Group Event or Trigger Event.

          Section 541 No Proceedings or Injunctions. There are (i) no litigations, Proceedings or investigations pending, or, to the knowledge of the Exterran ABS Lessor, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority, (A) asserting the invalidity of this Indenture or any other Related Document to which the Exterran ABS Lessor is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or any other Related Document to which the Exterran ABS Lessor is a party, or (C) seeking any determination or ruling that could reasonably be expected to result in a Material Adverse Change and (ii) no injunctions, writs, restraining orders or other orders in effect against the Exterran ABS Lessor that could reasonably be expected to result in a Material Adverse Change.

          Section 542 Compliance with Law. The Exterran ABS Lessor:

          (a) is not in violation of (1) any Applicable Law or (2) court orders to which it is subject, the violation of either of which could reasonably be expected to materially and adversely affect the ability of the Exterran ABS Lessor to perform its obligations under and comply with the terms of this Indenture or any other Related Document to which it is a party;

          (b) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property (including the Owner Compressors) or the conduct of its business including, without limitation, with respect to transactions contemplated by this Indenture and the other Related Documents to which it is a party; and

          (c) is not in violation in any respect of any term of any agreement, certificate of formation, organizational documents or other instrument to which it is a party or by which it may be bound, which violation could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Exterran ABS Lessor, or materially and adversely affect the Exterran ABS Lessor’s rights or remedies under any User Contract or the interest of the Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.

          Section 543 Title; Liens. The Exterran ABS Lessor has good, legal and marketable title to each of its assets, and none of such assets is subject to any Lien, except for the Lien under or permitted by this Indenture.

          Section 544 Ownership; Subsidiaries. All of the issued outstanding membership interests of the Exterran ABS Lessor are owned by the Issuer. The Exterran ABS Lessor has no subsidiaries.

          Section 545 No Partnership. The Exterran ABS Lessor is not a partner or joint venturer in any partnership or joint venture.

          Section 546 UCC Information. The information set forth in Schedule 1 hereto is true,

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complete and correct in all material respects.

          Section 547 Security Interest Representations. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) and Lien in the Exterran ABS Lessor Collateral in favor of the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, which security interest, upon the execution and delivery of the Control Agreement and the completion of the filings referred to in Section 547(d) being duly made, is a perfected first priority security interest prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Exterran ABS Lessor.

          (b) The Compressors constitute “equipment” or “inventory” within the meaning of the UCC. The Lease constitutes “tangible chattel paper” or “accounts” within the meaning of the UCC and the rights thereunder constitute “general intangibles” within the meaning of the UCC. Each of the Transaction Accounts constitutes a “securities account” within the meaning of the UCC.

          (c) The Exterran ABS Lessor owns and has good and marketable title to the Exterran ABS Lessor Collateral, free and clear of any Lien, claim or encumbrance of any Person other than the Issuer, except for the Liens created or permitted pursuant hereto or the Related Documents.

          (d) The Exterran ABS Lessor has caused all appropriate financing statements or documents of similar import to be duly filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Exterran ABS Lessor Collateral granted to the Indenture Trustee in this Indenture and such security interest constitutes a perfected first priority security interest in favor of the Indenture Trustee. All financing statements filed against the Exterran ABS Lessor in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of, or security interest in or a Lien on, any collateral described in this financing statement, other than a security interest in favor of the Indenture Trustee, will violate the rights of the Indenture Trustee.”

          (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture or granted in any of the Related Documents, the Exterran ABS Lessor has not pledged, assigned, sold, granted a security interest in or a Lien (except for Permitted Encumbrances) on or otherwise conveyed any of the Collateral, except as permitted pursuant hereto or in the Related Documents. The User Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Exterran ABS Lessor has not authorized the filing of, and is not aware of, any financing statements against the Exterran ABS Lessor that include a description of collateral covering any Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Indenture, or (ii) that has been terminated. The Exterran ABS Lessor is not aware of any judgment or tax lien filings against the Exterran ABS Lessor.

          (f) The Exterran ABS Lessor has received all necessary consents and approvals required by the terms of the Exterran ABS Lessor Collateral to pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder.

          (g) The representations and warranties set forth in this Section 547 shall survive until this Indenture is terminated in accordance with its terms.

          Section 548 Identification Marks. The Exterran ABS Lessor has used, or has caused the Manager to use, its best efforts consistent with the Management Agreement to keep and maintain or to cause to be kept and maintained on each Owner Compressor, prominently displayed, a sticker with the phrase “Owned by Exterran ABS 2007 LLC or Exterran ABS Leasing 2007 LLC and subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee” or in each case other appropriate words designated by the Requisite Global Majority, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect the Issuer’s, the Exterran ABS Lessor’s and the Indenture Trustee’s interests in such Owner Compressors.

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So long as any of the Notes shall be Outstanding and until payment and performance in full of the Outstanding Obligations, the representations and warranties contained herein shall have a continuing effect as having been true when made.

          Section 549 Intellectual Property. The Exterran ABS Lessor has no Intellectual Property.

          Section 550 Taxpayer Identification Number. The Exterran ABS Lessor’s U.S. taxpayer identification number is 26-0691976. Pursuant to Treasury Regulation Section 301.7701-3(b)(l)(ii), the Exterran ABS Lessor is disregarded as an entity separate from its single owner.

          Section 551 Disclosure. The Exterran ABS Lessor has disclosed to the Deal Agent and each Control Party all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Exterran ABS Lessor to the Deal Agent, the Indenture Trustee, any Control Party or any Noteholder in connection with the transactions contemplated hereby and the negotiation of this Indenture or delivered hereunder or under any other Related Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Exterran ABS Lessor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

ARTICLE VI A

COVENANTS OF ISSUER

          The Issuer hereby covenants and agrees for the benefit of the Indenture Trustee, the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that, until the satisfaction and discharge of this Indenture in accordance with Section 701 hereof, the Issuer shall observe each of the following covenants:

          Section 601 Payment of Principal and Interest; Payment of Taxes.

          (a) The Issuer will duly and punctually pay the principal of, and interest on, the Notes in accordance with the terms of the Notes, this Indenture and the related Supplement;

          (b) The Issuer will take all actions as are necessary to ensure that all taxes and governmental claims, if any, in respect of the Issuer’s activities and assets (including the Collateral) are promptly paid; and

          (c) The Issuer will not claim any credit on, make any deduction from the principal, premium, if any, or interest payable in respect of the Notes (other than amounts properly withheld from such payments under any Applicable Law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any of the Collateral.

          Section 602 Preservation of Name; Maintenance of Office; Jurisdiction of Formation. The name on the Issuer’s certification of formation is “Exterran ABS 2007 LLC.” The chief executive office of the Issuer is located at 4444 Brittmoore Road, Houston, Texas 77041. The Issuer shall not establish a new chief executive office or jurisdiction of organization outside the United States of America. The Issuer is formed under the laws of the State of Delaware and has not been previously and is not now formed under the laws of any other jurisdiction. The Issuer shall not change its name, establish a new location for its chief executive office or its jurisdiction of organization unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Deal Agent, each Interest Rate Hedge Provider and each Control Party not less than thirty (30) days prior written notice of its intention to do so, clearly describing such new location or jurisdiction and providing such other information in connection therewith as the Indenture Trustee, the Deal Agent, any Interest Rate Hedge Provider or any Control Party may reasonably request, and (ii) not less than fifteen (15) days prior to the effective date of such

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change or relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Owner Compressors to the Issuer, and shall have delivered to the Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider and each Series Enhancer copies of all filings required in connection therewith together with an Opinion of Counsel, satisfactory to the Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer, to the effect that such change of location or jurisdiction does not impair either the perfection or priority of the Indenture Trustee’s security interest in the Collateral.

          Section 603 Corporate Existence. The Issuer will keep in full effect its existence, rights and franchises as a limited liability company (or other organized entity) organized under the laws of the State of Delaware, and will obtain and preserve its qualification in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of this Indenture, each Supplement issued hereunder and all the Notes issued pursuant to the terms of such Supplement. The Issuer will not liquidate or dissolve.

          Section 604 Compliance with Law. The Issuer will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Issuer or the Collateral or any part thereof; provided, however, that the Issuer may contest any act, regulation, order, decree or direction in any reasonable manner that shall not materially and adversely affect the rights and remedies of the Indenture Trustee, the Noteholders, any Interest Rate Hedge Provider or any Series Enhancer in the Collateral.

          Section 605 Protection of Issuer Collateral. The Issuer will from time to time execute and deliver all amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, documents or filings as are required by Applicable Law including, inter alia, any such filings in connection with Intellectual Property, if acquired, and will, upon the reasonable request of the Manager, the Indenture Trustee, any Interest Rate Hedge Provider, any Series Enhancer or any Control Party, take such other action reasonably necessary or advisable to:

          (a) grant more effectively the security interest in all or any portion of the Collateral;

          (b) maintain or preserve the Lien of this Indenture (and the priority thereof) or carry out more effectively the purposes hereof;

          (c) perfect, publish notice of, or protect the validity of the security interest in the Collateral created pursuant to this Indenture;

          (d) enforce any of the items of the Collateral;

          (e) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and/or any Series Enhancer in such Collateral against the claims of all Persons (other than the Noteholders or any Person claiming through the Noteholders), including any claims that the Compressor is a fixture; or

          (f) pay any and all taxes levied or assessed upon all or any part of the Collateral.

          Section 606 Defend Title to Collateral. The Issuer shall defend the right, title, and interest of the Indenture Trustee and each Series Enhancer in, to, and under the Collateral, against all claims of third parties claiming through or under the Issuer.

          Section 607 Enforce Contract Rights. Except as otherwise expressly permitted by the terms of the Related Documents, the Issuer will promptly enforce all of its rights under, and with respect to, the Collateral.

          Section 608 Negative Covenants Regarding Issuer Collateral (including Related Documents). The Issuer will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Global Majority) in each instance:

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          (a) (i) except as otherwise permitted by this Indenture, any Interest Rate Swap Agreement or the other Related Documents, take, or fail to take, any action, and will use its reasonable efforts not to permit any action to be taken by others, which would release any Person from any of such Person’s covenants or obligations under any agreement or instrument included in the Collateral, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such agreement or instrument;

          (ii) amend, modify or terminate the Contribution Agreement, any Lease, the Intercreditor Agreement, the Management Agreement, the Back-up Management Agreement or any other Related Document (other than this Indenture or the Supplement), or grant any waiver or consent from compliance with the express terms of any of the foregoing; or

          (iii) except as required under Section 702(d) or 702(e), change any Minimum Targeted Principal Balance or Scheduled Targeted Principal Balance for any Series of Notes (the foregoing shall also require the prior written consent of each affected Control Party).

          (b) at any time sell, transfer, exchange or otherwise dispose of any of the Collateral, or consent to the sale, transfer, exchange or other disposition of any of the Collateral, except in each case as follows:

          (i) a sale of the Collateral pursuant to the provisions of Sections 614 or 816 hereof;

          (ii) sales of Owner Compressors and the Compressor Related Assets relating thereto made in compliance with the provisions of Sections 645 and 646 hereof;

          (iii) a substitution of Owner Compressors made in accordance with the provisions of Section 649 hereof and Section 3.04 of the Contribution Agreement;

          (iv) a sale to the User of an Owner Compressor and the Compressor Related Assets relating thereto in accordance with the provisions of a contractual purchase option that complies with the provisions of Section 644 hereof;

          (v) any sale or exchange of a Warranty Repurchase Compressor in accordance with the provisions of the Contribution Agreement;

          (vi) any sale of an Owner Compressor and the Compressor Related Assets relating thereto in connection with a Casualty Loss with respect to such Owner Compressor; or

          (vii) any transfer of an Owner Compressor and the Compressor Related Assets relating thereto in connection with a distribution that complies with the provisions of Section 648 hereof.

          (c) (i) permit the validity or effectiveness of this Indenture to be impaired, (ii) permit the Lien of this Indenture with respect to the Collateral to be subordinated, terminated or discharged, except as permitted in accordance with Section 404 or Article VII hereof, or (iii) permit any Person to be released from any covenants or obligations with respect to such Collateral, except as may be expressly permitted by the Management Agreement.

          (d) at any time grant any Lien on, or security interest in, any Collateral (or permit any such Lien or security interest to exist), except for Permitted Encumbrances.

          Section 609 Non-Consolidation of the Issuer. (a) The Issuer shall be operated in such a manner that it shall not be substantively consolidated with the trust estate of any other Person (other than the Exterran ABS Lessor) in the event of the bankruptcy or insolvency of the Issuer or such other Person. Without limiting the foregoing, the Issuer shall (1) hold all of its assets in its own name and conduct its business in its own name giving effect to the Management Agreement, (2) maintain its books, records and cash management accounts separate from those of any other Person, (3) maintain its bank accounts separate from those of any other Person,

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(4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay its own liabilities and expenses only out of its own funds (including, inter alia, the payment of the salaries of its employees), (6) enter into a transaction with an Affiliate only if (i) such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate, and (ii) such transaction is not otherwise prohibited pursuant to the provisions of Section 643 or 645 hereof; provided, however, that nothing contained in this clause (6) shall prohibit the Issuer from accepting capital contributions from the holder(s) of its Membership Interests, (7) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate, (8) hold itself out as a separate entity, (9) maintain adequate capital in light of its contemplated business operations, (10) maintain a sufficient number of employees in light of its contemplated business operations, (11) not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate, (12) not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities), (13) use separate stationery, invoices, and checks bearing its own name (14) not pledge its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances, (15) correct any misunderstanding regarding its separate identity, (16) not hold out its credit as being available to satisfy the obligations of any other Person, (17) not identify itself as a division of any other Person or entity and (18) observe all other appropriate limited liability company and other organizational formalities including, inter alia, remaining in good standing and qualified as a foreign limited liability company in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law. Nothing in this paragraph shall be deemed to apply to or limit any transaction or relationship with the Exterran ABS Lessor so long as the Exterran ABS Lessor itself complies in all material respects with its undertakings under Section 659.

          (b) Notwithstanding any provision of law which otherwise empowers the Issuer, the Issuer shall not (1) hold itself out as being liable for the debts of any other Person other than the Exterran ABS Lessor, (2) act other than in its official name or the names of its duly authorized officers or agents, (3) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to the holders of its Membership Interests, including, to the extent applicable, distributions that comply with the provisions of Section 648 hereof, (4) commingle its funds or other assets with those of any other Person, (5) create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness (except pursuant to this Indenture) other than trade payables and expense accruals incurred in the ordinary course of its business or (6) take any other action that would be inconsistent with maintaining the separate legal identity of the Issuer. Nothing in this paragraph shall be deemed to apply to or limit any transaction or relationship with the Exterran ABS Lessor so long as the Exterran ABS Lessor itself complies in all material respects with its undertakings under Section 659.

          Section 610 No Bankruptcy Petition. The Issuer shall not (1) commence any Insolvency Proceeding seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing.

          Section 611 Liens. The Issuer shall not (i) directly or indirectly create, incur, assume or suffer to exist any Lien (except any Permitted Encumbrance) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any of the Issuer’s interest therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture not to constitute a valid first priority perfected security interest in the Collateral. The Issuer, at its own expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to keep this Indenture and the Collateral free and clear of, and to duly discharge or eliminate (or bond in a manner satisfactory to Indenture Trustee), any Lien that may arise in violation of the foregoing. The Issuer will notify the Indenture Trustee in writing promptly upon a Responsible Officer of the Issuer obtaining knowledge of any Lien, other than Permitted Encumbrances, that shall attach to any Owner Compressor and of the full particulars of such Lien.

          Section 612 Other Debt. The Issuer shall not contract for, create, incur, assume or suffer to exist any Indebtedness other than (i) the Notes issued from time to time pursuant to this Indenture and any

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Supplement to this Indenture, (ii) any Management Fees, Manager Advances and all other amounts payable pursuant to the provisions of the Management Agreement, (iii) trade payables and expense accruals incurred in the ordinary course and that are incidental to the purposes permitted pursuant to the Issuer’s limited liability company agreement, (iv) obligations incurred pursuant to Interest Rate Swap Agreements permitted or required hereunder, (v) Indebtedness in respect of Reimbursement Amounts and obligations incurred pursuant to an Enhancement Agreement and (vi) all amounts payable under the Lease.

          Section 613 Guarantees, Loans, Advances and Other Liabilities. The Issuer will not make any loan, advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing, or otherwise), endorse (except for the endorsement of checks for collection or deposit) or otherwise become contingently liable, directly or indirectly, in connection with or for the obligations, stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person.

          Section 614 Consolidation, Merger and Sale of Assets. (a) The Issuer shall not consolidate with or merge with or into any other Person (other than with the Exterran ABS Lessor) or sell, convey, transfer or lease all, or substantially all, of its assets, whether in a single transaction or a series of related transactions, to any Person (other than the Exterran ABS Lessor) except for (i) entering into User Contracts in compliance with the terms of the Management Agreement, this Indenture, and the Related Documents, and (ii) sales pursuant to Section 608(b) and Section 816 hereof. For the avoidance of doubt, the disposition of assets in connection with a reduction in the amount of Outstanding Obligations under the Warehouse Notes will not be considered to involve all, or substantially all, of the assets of the Issuer.

          (b) The obligations of the Issuer hereunder shall not be assignable nor shall any Person succeed to the obligations of the Issuer hereunder except in each case in accordance with the provisions of this Indenture.

          (c) The Issuer shall give prior written notice to each Rating Agency and each Series Enhancer of any action to be taken pursuant to this Section 614.

          Section 615 Other Agreements. The Issuer will not, after the date of the issuance of the Notes, enter into, or become a party to, any agreements or instruments other than this Indenture, the Supplements, the Contribution Agreement, the Management Agreement, the Back-up Management Agreement, the Note Purchase Agreements, the Control Agreement, the Enhancement Agreement(s), the Intercreditor Agreement, the Interest Rate Swap Agreements required or permitted hereunder and the Related Documents and other agreement(s) expressly contemplated hereby or thereby (it being understood that the Issuer may enter into (i) any agreement(s) for acquisition or disposition of one or more Owner Compressors and the Related Assets permitted by the terms of this Indenture and the other Related Documents and (ii) any User Contract in respect of an Owner Compressor made in accordance with the provisions of this Indenture, the Contribution Agreement or the Management Agreement or the other Related Documents).

          Section 616 Organizational Documents. The Issuer will not amend or modify its organizational documents without the prior written consent of each Control Party and each Interest Rate Hedge Provider.

          Section 617 Capital Expenditures. The Issuer will not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty and personalty), except for (a) the acquisition of additional Compressors and Compressor Related Assets pursuant to the Contribution Agreement or the Management Agreement or with amounts on deposit in the Purchase Account and (b) overhaul expenses or capital improvements to the Owner Compressors made in the ordinary course of its business and in accordance with the terms of the Management Agreement.

          Section 618 Permitted Activities; Compliance with Organizational Documents. The Issuer will observe all organizational and managerial procedures required, and will not engage in any activity or enter into any transaction except as permitted, by its Organizational Documents, any other formation documents of the Issuer,

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and the limited liability company laws of the State of Delaware.

          Section 619 Investment Company Act. The Issuer will conduct its operations, and will cause the Manager to conduct the Issuer’s operations, in a manner which will not subject it to registration as an “investment company” under the Investment Company Act of 1940, as amended.

          Section 620 Payments of Collateral. If the Issuer shall receive from any Person any payments (other than amounts distributed to the Issuer pursuant to Section 302 hereof) with respect to the Collateral (and, in the event such Collateral has been released from the Lien of this Indenture in accordance with the provisions of Section 404 hereof at the time such payment is received, to the extent such payment relates to a period prior to the time such Collateral was released from the Lien of this Indenture in accordance with Section 404 hereof or pursuant to any Supplement hereto), the Issuer shall receive such payment in trust for the Indenture Trustee, as secured party hereunder, and subject to the Indenture Trustee’s security interest and shall immediately deposit such payment in the Trust Account.

          Section 621 [Reserved]

          Section 622 Notices. The Issuer shall notify the Indenture Trustee, the Deal Agent, each Rating Agency, each Series Enhancer, and each Interest Rate Hedge Provider in writing of any of the following immediately upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken by the Person(s) affected with respect thereto:

          (a) Event of Default. The occurrence of an Event of Default;

          (b) Litigation. The institution of any litigation, arbitration proceeding or Proceeding before any Governmental Authority which, if adversely resolved, would result in a Material Adverse Change;

          (c) Material Adverse Change. The occurrence of a Material Adverse Change with respect to the Issuer;

          (d) Liens. The existence of any Lien on the Collateral other than Permitted Encumbrances; or

          (e) Other Events. The occurrence of any Trigger Event or any Exterran Group Event.

          Section 623 Books and Records. The Issuer shall, and shall cause the Manager to, maintain complete and accurate books and records in which full and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities. The Issuer shall report, or cause to be reported, on its financial records the transfer to the Issuer of all Owner Compressors and Compressor Related Assets in accordance with GAAP. The Issuer will ensure that no financial statement, nor any consolidated financial statements of the Issuer, suggests that the assets of the Issuer are available to pay the debts of either the Contributor or the Manager. The Issuer shall (i) keep complete minutes of the meetings and other proceedings of the Issuer, and (ii) continuously maintain the resolutions, agreements and other instruments underlying the sale and transfer of the Owner Compressors as official records of the Issuer.

          Section 624 Taxes. The Issuer shall, or shall cause the Manager to, pay when due, all of its taxes, unless, and only to the extent that, the Issuer is contesting such taxes in good faith and by appropriate proceedings and the Issuer has set aside on its books such reserves or other appropriate provisions therefor as may be required by GAAP.

          The Issuer shall remit (or cause to be remitted) to each Governmental Authority, all Excluded Payments actually received by, or on behalf of, the Issuer and shall promptly remit to the Deal Agent, each Series Enhancer and the Indenture Trustee evidence that all such payments have been made.

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          The Issuer shall prepare and deliver to the Indenture Trustee and the Control Party for each Series within a reasonable time prior to the required date of filing (or, to the extent permissible, file on behalf of the Indenture Trustee) any and all reports (other than income tax returns) to be filed by the Issuer or the Indenture Trustee with any Governmental Authority by reason of the ownership by the Issuer of any Owner Compressor or the contracting thereof to Users to the extent any such reports are required because of the nature of the Owner Compressors. The provisions of this Section 624 shall be interpreted, to the maximum extent possible, in a manner consistent with Sections 2.6 and 5.8 of the Management Agreement.

          Section 625 Subsidiaries. The Issuer shall not create any Subsidiaries other than the Exterran ABS Lessor.

          Section 626 Investments. The Issuer shall not make or permit to exist any Investment in any Person except for its Investment in the Exterran ABS Lessor and Investments in Eligible Investments made in accordance with the terms of this Indenture.

          Section 627 Use of Proceeds. Except as otherwise set forth in a Supplement, the Issuer shall use the proceeds of the Notes only for (i) the purchase of Owner Compressors and related Collateral, (ii) the payment of transaction expenses and (iii) general corporate purposes. In addition, the Issuer shall not permit any proceeds of the Notes to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying any margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time, and shall furnish to each Holder, upon its request, a statement in conformity with the requirements of Regulation U.

          Section 628 Asset Base Certificate. The Issuer shall prepare and deliver to the Indenture Trustee, each Series Enhancer, each Interest Rate Hedge Provider, each Rating Agency and the Deal Agent, on each Determination Date, an Asset Base Certificate.

          Section 629 Financial Statements. The Issuer shall prepare and deliver (or shall cause the Manager to prepare and deliver) to the Indenture Trustee, each Interest Rate Hedge Provider, each Series Enhancer, each Rating Agency and the Deal Agent, (i) quarterly consolidated financial statements of (x) the Issuer and the Exterran ABS Lessor, and (y) the Manager, in each case, within sixty (60) days of the end of each fiscal quarter and (ii) annual consolidated financial statements of (xx) Exterran, audited by its regular Independent Accountants, and (yy) each of the Issuer and the Exterran ABS Lessor, audited by their regular Independent Accountants, in each case, within one hundred twenty (120) days of the end of each fiscal year. All financial statements shall be prepared in accordance with GAAP; provided, however, that the Issuer shall be deemed to have furnished the annual audited financial statements of Exterran referred to above if Exterran shall have timely made the same available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Indenture located at http://www.exterran.com); provided, further, however, that if the Indenture Trustee is unable to access “EDGAR” or Exterran’s home page on the worldwide web, the Issuer agrees to provide the Indenture Trustee with paper copies of the annual audited financial statements of Exterran referred to above promptly following notice from the Indenture Trustee that it is unable to access “EDGAR” or the Exterran home page. Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).

          Section 630 Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will, and shall cause Manager to, (i) provide or cause to be provided to any Holder of Notes and any prospective purchaser thereof designated by such a Holder, upon the request of such Holder or prospective purchaser, the information required to be provided to such Holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (ii) update such information to prevent such information from becoming materially false and materially misleading in a manner adverse to any Noteholder.

          Section 631 Hedging Requirements. (a) The Issuer will enter into within thirty (30) days after the Closing Date and within thirty (30) days after the issuance of any additional Series entered into after the

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Closing Date (or such shorter time period as set forth in the related Series Supplement) and at all times that any Outstanding Obligations remain unpaid maintain one or more Interest Rate Swap Agreements with one or more Interest Rate Hedge Providers having an aggregate notional balance at any time of (x) not less than the product of (i) eighty-five percent (85%) and (ii) the then Aggregate Note Principal Balance (the amount described in this clause (x), the “Minimum Hedging Amount”) and (y) not more than the product of (i) one hundred percent (100%) and (ii) an amount equal to the then Asset Base (the product set forth in this clause (y), the “Maximum Hedging Amount”); provided, however, that for any period of ninety (90) consecutive days (or such longer time as may be approved by the Requisite Global Majority), the Maximum Hedging Amount may be increased to an amount not to exceed the product of (i) one hundred ten percent (110%) and (ii) an amount equal to the then Asset Base. Each Interest Rate Hedge Provider shall be an Eligible Interest Rate Hedge Counterparty on the date on which the related Interest Rate Swap Agreement is originated. Except to the extent set forth in the related Interest Rate Swap Agreement(s) in existence as of the Closing Date, the Interest Rate Swap Agreement(s) will be co-terminous with the Legal Final Maturity Date of the Series of Notes related to such Interest Rate Swap Agreement(s). All of the foregoing requirements shall be collectively referred to as the “Hedging Requirements.” Each Control Party shall have the right to review and approve prior to the execution thereof by the Issuer, each Interest Rate Swap Agreement (or amendments to any existing Interest Rate Swap Agreement) entered into subsequent to the Closing Date that differs in any material respect from the Interest Rate Swap Agreements in effect on the Closing Date.

          (b) If the Issuer is required to enter into additional transactions and/or terminate transactions under existing Interest Rate Swap Agreements in order to comply with the Hedging Requirements, then the Issuer shall provide notice of such condition to the Indenture Trustee, each Interest Rate Hedge Provider and each Control Party within five (5) Business Days after such condition is determined to exist. The Issuer (or the Manager on behalf of the Issuer) shall remedy such imbalance by the next succeeding Payment Date. If the Hedging Requirements are not satisfied, and if the Issuer has failed to remedy same within such period, then the Indenture Trustee (at the written direction of the Requisite Global Majority) shall have the right to (i) with respect to a failure to comply with the Minimum Hedging Amount, enter into (and shall enter into as and when the Requisite Global Majority Party shall direct in writing) Interest Rate Swap Agreements on behalf of the Issuer to remedy such condition, and (ii) with respect to a failure to comply with the Maximum Hedging Amount, terminate, on behalf of the Issuer, one or more Interest Rate Swap Agreements in order to remedy such condition. The calculations to be made under this Section 631 shall exclude all transactions where the Issuer is not required to make any scheduled periodic payments other than premium payments or fees. If a Trigger Event is then continuing, neither the Issuer nor the Manager on its behalf shall enter into any additional transactions under Interest Rate Swap Agreements, except with the approval of each Control Party. So long as no Trigger Event is then continuing, the Issuer may exercise its commercially reasonable discretion in selecting the specific transactions and notional amounts thereof to be terminated or reduced. If a Trigger Event is then continuing, then (i) if there is only one institution serving as the Interest Rate Hedge Provider with respect to all Interest Rate Swap Agreements then in effect, such Interest Rate Hedge Provider shall select the specific Interest Rate Swap Agreements to be terminated and (ii) at all times not covered by clause (i), the notional reductions shall be effected over all outstanding transactions under Interest Rate Swap Agreements then in effect on a pro rata basis, based on the respective notional amounts for each calculation period, so that the notional amounts for each current and future calculation period will comply with the Hedging Requirements. If the Issuer fails to terminate or reduce transactions as required in this Section 631, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) shall reduce the notional amounts, in whole or in part, for all outstanding transactions under each Interest Rate Swap Agreement then in effect on a pro rata basis, based on the respective notional amounts for each calculation period in accordance with the Hedging Requirements. The Indenture Trustee shall have no duty to monitor such events, and shall be required to take action in respect of the provisions of this Section 631 only upon written direction of the Person(s) entitled to give such direction.

          (c) On each Determination Date, the Issuer shall provide or cause to be provided to the Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer, a monthly report reflecting the hedging policy calculations as of the end of the preceding calendar month based on all transactions outstanding as of the end of such month under Interest Rate Swap Agreements then in effect, including transactions which are scheduled to commence on a future date.

          (d) The termination provisions provided for in this Indenture relating to the Interest Rate Swap Agreements are in addition to, and not to the exclusion of, any termination provisions contained in the Interest Rate Swap Agreements.

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          (e) All payments received from an Interest Rate Hedge Provider shall be deposited by the Issuer directly into the Trust Account in accordance with Section 302 hereof.

          Section 632 Separate Identity. The Issuer makes herein by this reference each of the representations and warranties made by it to Baker Botts LLP in support of its opinions respecting the consolidation of the Issuer and certain other parties issued and delivered in connection with the issuance of the Notes, as if specifically made herein and agrees to comply with each of the factual assumptions contained in such opinions.

          Section 633 Annual Perfection Opinion. Within ninety (90) days after the end of each calendar year, beginning with the calendar year 2008, the Issuer shall furnish to the Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider, each Rating Agency and each Series Enhancer, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any Supplements hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien.

          Section 634 Identification Marks. The Issuer shall use its best efforts to cause, within ninety (90) days after the Closing Date, the applicable Contribution Date or the applicable Substitution Date, as the case may be, and at all times thereafter, each Owner Compressor acquired by the Issuer on the Closing Date or any Contribution Date or Substitution Date, to prominently display a sticker with the applicable phrase described in Section 525 or Section 548 hereof, or other appropriate words designated by the Indenture Trustee, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect Issuer’s and the Indenture Trustee’s interests in such Owner Compressors. The Issuer shall not allow the name of any Person to be placed upon any Owner Compressor as a designation that might be interpreted as indicating a claim of ownership thereto or a security interest therein by any Person other than Issuer or the Indenture Trustee.

          Section 635 Storage and Maintenance of Contract Files. The Issuer shall at all times cause the Manager to maintain at its Houston, Texas office, all Contract Files in a locked, fire proof cabinet; provided, however, that to the extent the Issuer uses electronic (as opposed to paper) User Contracts, the Issuer will cause the Manager to maintain the User Contracts in a secure data storage facility, with restrictions on authority for signatures, document modification and access codes. All User Contracts shall be stamped (or, in the case of electronic Contracts, electronically marked conspicuously), within thirty (30) days of the Closing Date, applicable Contribution Date or applicable Substitution Date on which the Owner Compressor(s) relating thereto were acquired by the Issuer, with the following legend:

“Certain proceeds of this contract are subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee.”

          Section 636 Use of Owner Compressors. Each Owner Compressor will be used and operated in compliance with any and all insurance policy terms, conditions and provisions referenced in the Related Documents and in all material respects with all statutes, laws, ordinances, rules and regulations of any federal, national, state or local governmental body, agency or authority applicable to the use and operation of such Owner Compressor, including, without limitation, environmental, noise and pollution laws (including notifications and reports). Each Owner Compressor will be used and operated solely in the manner for which it was intended and in accordance with the license or certificate, if any, provided by the manufacturer thereof. The Issuer shall use reasonable precautions to prevent loss or damage to each Owner Compressor from fire and other hazards. The Issuer shall not permit any Owner Compressor to be used in any unlawful trade or in any manner that would violate any law that would expose such Owner Compressor to penalty, forfeiture or capture.

          Section 637 Maintenance and Repair of Owner Compressors. The Issuer, at its sole cost and expense, shall maintain (or cause the Manager to maintain):

          (i) each Owner Compressor in a manner consistent with the Manager’s maintenance practices applicable to its other equipment of the same or similar type as such Owner Compressor, so as to keep each owner Compressor in good condition (ordinary wear and tear excepted);

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          (ii) each Owner Compressor in all material respects in compliance with Applicable Law (including environmental laws);

          (iii) each Owner Compressor in compliance with the manufacturer’s maintenance standards and procedures;

          (iv) each Owner Compressor in all respects in compliance with the insurance applicable to such Owner Compressors;

          (v) Property Insurance and Liability Insurance as required pursuant to the Related Documents for all Owner Compressors; and

          (vi) all records, logs and other materials required by any Governmental Authority having jurisdiction over any Owner Compressor or the Issuer, to be maintained in respect of such Owner Compressor.

In addition, the Issuer shall comply with (and shall ensure that the Manager complies with) the mutual maintenance and support provisions set forth in the Management Agreement.

          Section 638 Alterations.

          (i) Except as required or permitted by the provisions of this Section 638, the Issuer shall not modify or alter any Owner Compressor without the prior written approval of the Indenture Trustee (acting at the direction of the Requisite Global Majority).

          (ii) In case any Owner Compressor (or any part or component thereof) is required to be altered, added to, replaced or modified in order to comply with any insurance policies required pursuant to this Indenture or Applicable Law (any such alteration, additional replacement or modification, a “Required Alteration”), the Issuer agrees to promptly make (or cause to be made) such Required Alteration at its own expense. Thereupon, such Required Alteration shall immediately become subject to the terms and conditions of this Indenture.

          (iii) The Issuer may make any optional renovation, improvement, addition, or alteration to any Owner Compressor (any such renovation, improvement, addition or alteration, an “Optional Alteration”); provided that, such Optional Alteration does not impair the value, use or remaining useful life of such Owner Compressor. To the extent any Optional Alteration is not readily removable without impairing the value, use or remaining useful life of the Owner Compressor to which such Optional Alteration has been made, or is a part or appliance which replaces any part or appliance originally incorporated or installed in or attached to such Owner Compressor on the effective date for the related Supplement, such Optional Alteration shall be subject to the terms of this Indenture and the Supplement to which the related Owner Compressor is subject.

          Section 639 User Contracts. The Issuer shall (or the Manager on behalf of the Issuer shall) enter into User Contracts so long as (i) no Event of Default is then continuing, (ii) such User Contract is entered into in the ordinary course of business of the Issuer or the Manager and (iii) if the term of such User Contract will be for more than thirty (30) days, the term of such User Contract shall not extend beyond the Legal Final Maturity Date for the Series of Notes with the then latest Legal Final Maturity Date; provided, however, that each such User Contract shall, to the extent applicable, also comply with the provisions of Sections 643, 644 and 647 hereof.

          Upon request by the Indenture Trustee (i) after the occurrence of either an Event of Default or a Exterran Group Event or (ii) after delivery of a Manager Termination Notice, the Issuer shall promptly deliver to the Indenture Trustee, each Control Party and the Deal Agent (x) a schedule certified by a Responsible Officer of the Issuer of all User Contracts for the Owner Compressors (which schedule shall identify the Users and the contact information for such Users) and (y) for so long as an Event of Default has occurred and is continuing, copies of each User Contract at the time in effect.

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          Section 640 Loss, Damage or Destruction of Owner Compressors.

          (i) Risk of Loss, Damage or Destruction. The Issuer has retained and shall retain all risk of loss, damage, theft, taking, destruction, confiscation, requisition or commandeering, partial or complete, of or to each Owner Compressor subject to this Indenture (“Loss, Damage or Destruction”), however caused or occasioned except for Loss, Damage or Destruction caused by the gross negligence or willful misconduct of the Indenture Trustee.

          (ii) Payment Upon a Casualty Loss. If a Casualty Loss occurs with respect to a Owner Compressor subject to the Lien of this Indenture, the Issuer shall, promptly upon receipt and in any event within thirty (30) days after the occurrence of such Casualty Loss, deposit into the Purchase Account the Casualty Proceeds that have been received with respect to such Casualty Loss.

          (iii) Application of Payments Not Relating to a Casualty Loss. Any payments (including, without limitation, insurance proceeds) received at any time by the Issuer from any Governmental Authority or other Person with respect to any loss or damage to any Owner Compressor not constituting a Casualty Loss, will be applied directly in payment of repairs or for replacement of property, if not already paid by the Issuer, or if already paid by the Issuer and no Event of Default shall have occurred and be continuing, shall be applied to reimburse the Issuer for such payment. Any balance remaining after making such payment in accordance with the provisions hereof with respect to such loss or damage shall be retained by the Issuer. If any Event of Default shall have occurred and be continuing, all payments hereunder shall be paid to the Trust Account and applied in accordance with the priority of payments set forth in Section 302(e) hereof.

          Section 641 Intellectual Property Filings. The Issuer shall make all filings necessary or desirable to ensure that the Indenture Trustee has a validly perfected first priority security interest in any and all Intellectual Property, if any.

          Section 642 Fixture and Accessions. The Issuer shall not attach or incorporate (or permit other Persons to attach or incorporate) any Owner Compressor to, or in, any other Owner Compressor or other personal property or to or in any real property in a manner that could give rise to (x) the assertion of any Lien on such Owner Compressor by reason of such attachment or (y) the assertion of a claim that such Owner Compressor has become a fixture. The Issuer agrees to take all actions that are necessary or desirable to ensure the continued characterization of the Owner Compressors as personal property under Applicable Law.

          Section 643 Contracts with Exterran Affiliates. Except as otherwise permitted by Section 645 hereof, the Issuer shall not (and shall cause the Manager to not) enter into a Contract for an Owner Compressor with a Exterran Affiliate.

          Section 644 Contracts Containing Purchase Options. The Issuer shall not (and shall cause the Manager to not) enter into any Contract for use of an Owner Compressor that contains a contractual purchase option in favor of the related User, unless:

          (i) such purchase option is (x) granted or exercisable by a Person other than an Exterran Affiliate and (y) the terms and conditions of such purchase option (including the aggregate consideration payable upon the exercise of such option) have been negotiated on an arm’s length basis and are consistent with prudent industry standards on the date on which such purchase option was negotiated; and

          (ii) the Net Compressor Sales Proceeds to be received by the Issuer upon any exercise of such purchase option must be for an amount that is not less than the then Depreciated Value of such Owner Compressor as of the last day of the month immediately preceding each exercise date of such purchase option; provided, however, no violation of this clause (ii) shall occur if the sum of the then Depreciated Values of all Owner Compressors subject to such non-conforming purchase options does not

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exceed at any time an amount equal to the product of (x) five percent (5%) and (y) the then Aggregate Depreciated Value.

          Section 645 Sales of Owner Compressors to an Exterran Affiliate. The Issuer shall not (and shall cause the Manager to not) sell any Owner Compressor to an Exterran Affiliate, except for any such sale to an Exterran Affiliate (a) of a Prohibited Below DV Compressor, (b) of an Owner Compressor that is not then subject to a User Contract and which is made for the purpose of using such Owner Compressor at a location outside of the United States or (c) of an Owner Compressor for the purpose of Exterran or any Subsidiary of Exterran (or, if Exterran Partners, L.P. is not a Subsidiary of Exterran, Exterran Partners, L.P. or its Subsidiary EXLP Operating LLC) using such Owner Compressor; provided that, in the case of any of clause (a), (b) or (c), such sale is made:

          (i) with the prior written consent of the Issuer or the Exterran ABS Lessor, as applicable, and each Control Party;

          (ii) in the ordinary course of business of the Manager and based on a determination by the Manager in its reasonable business judgment that such a sale is in the best interests of the Issuer;

          (iii) for Net Compressor Sales Proceeds payable on the sale date (which, except in the case of a sale pursuant to clause (b) made for the purpose of curing a breach of Section 647 hereof, shall be prior to removal of the Owner Compressor from the United States) in an amount equal to the greater of (x) the then Fair Market Sales Value of such Owner Compressor and (y) the then Depreciated Value of such Owner Compressor;

          (iv) while no Trigger Event exists (or would result from such sale) other than, in the case of any sale to an Exterran Affiliate of Prohibited Below DV Compressors, an Undercollateralization Event, Net Revenue Event or Free Cash Flow Event;

          (v) in the case of a sale pursuant to clause (c) above, (1) the Issuer or the Manager shall have delivered a list of the Owner Compressors to be sold (which list shall describe the Compressors to be sold and the User of each such Compressor) to the Indenture Trustee and each Control Party no later than ten (10) Business Days prior to such sale and (2) the Issuer shall have delivered to the Indenture Trustee and each Control Party, no later than five (5) Business Days prior to such sale, a written notice specifying the Purchase Date on which Additional Compressors will be purchased with the proceeds of such sale (which Purchase Date shall be no later than thirty (30) days after the date of such sale), describing the Additional Compressors to be purchased (which Additional Compressors shall satisfy all of the Additional Compressor Criteria and Purchase Criteria); provided, however, that in the case of any such sale that (x) in the aggregate with all sales to the same buyer to be made on the same date or any date within seven (7) days of such sale, will result in Net Compressor Sales Proceeds not exceeding $5,000,000 and (y) in the aggregate with all sales made pursuant to clause (c) above in the same calendar year as such sale and for which the items described in clauses (1) and (2) above were not delivered within the time periods required above, will result in Net Compressor Sales Proceeds not exceeding $25,000,000, the requirements set forth in clauses (1) and (2) above shall be deemed to be satisfied so long as the items described in such clauses are delivered to the Indenture Trustee and the Control Party no later than ten (10) Business Days following the date of such sale; and

          (vi) after giving effect to such sale, the Aggregate Note Principal Balance shall not exceed the Asset Base.

For the avoidance of doubt, “sale” includes a transfer by the Issuer of an Owner Compressor in exchange for the receipt by the Issuer of another Owner Compressor complying with the transfer, substitution and exchange provisions of the Indenture, the Contribution Agreement and the Management Agreement.

          Section 646 Sales of Owner Compressors to Third Parties. The Issuer shall not (and shall cause the Manager to not) sell an Owner Compressor to a Person that is not an Exterran Affiliate, unless each such sale complies with all of the following:

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          (i) such sale is made (A) pursuant to a purchase option that complies with the provisions of Section 644 hereof, or (B) in the ordinary course of business of the Manager and for Net Compressor Sales Proceeds in an amount that is not less than the then fair market value of the Owner Compressor so sold; and

          (ii) if the amount of the Net Compressor Sales Proceeds is less than the then Depreciated Value of the Owner Compressor(s) to be sold, then both of the following shall be satisfied:

     (A) in case of any sale other than pursuant to an existing purchase option, no Prospective Trigger Event or Trigger Event is then continuing or would result from such sale; and

     (B) the sum of the Depreciated Values (measured as of the last day of the month immediately preceding a sale) of all Owner Compressors sold pursuant to this clause (ii) in any calendar year does not exceed an amount equal to the product of (x) two percent (2%) and (y) the then Aggregate Depreciated Value, measured as of the first day of such calendar year.

For the avoidance of doubt, “sale” includes a transfer by the Issuer of an Owner Compressor in exchange for the receipt by the Issuer of another Owner Compressor complying with the transfer, substitution and exchange provisions of the Indenture, the Contribution Agreement and the Management Agreement.

          Section 647 Owner Compressors Located Outside of the United States. Except for Permissible Accidental Foreign Compressors, the Issuer shall not (and shall cause the Manager to not) permit any Owner Compressor to be located outside of the United States of America.

          Section 648 Distributions.

          The Issuer shall not make any distribution to the holders of its Membership Interests other than: (A) distributions of cash distributed to the Issuer from the Trust Account in accordance with Section 302(d) or 302(e) hereof; and (B) distributions of one or more Owner Compressors and the Compressor Related Assets related thereto, which distributions under this clause (B) satisfy all of the following requirements:

          (i) any Owner Compressors and related Compressor Related Assets to be so distributed shall not, on the date of such distribution, be included in the calculation of any of the Debt Limit, the Net Revenue Limit or the Free Cash Flow Limit;

          (ii) such distribution shall have been approved in advance by an affirmative vote of at least a majority of the members of the board of directors of the Issuer;

          (iii) unless such distribution is made in connection with a reduction in Outstanding Obligations under the Warehouse Notes, each Control Party shall have given its prior written consent to each such in-kind distribution, such consent not to be unreasonably withheld or delayed after giving consideration to applicable legal and credit considerations (and, as to distributions under which Section 645(v) is applicable by its terms, satisfaction of the conditions set out in Section 645(v) will be deemed to constitute each Control Party’s Consent); and

          (iv) not more than three (3) such distributions shall be made in any consecutive twelve (12) month period.

          Section 649 Substitution of Owner Compressors. The Issuer shall not accept any Substitute Compressor or Deemed Substitute Compressor if the sum of (x) the aggregate Appraised Value of all Substitute Compressors and Deemed Substitute Compressors to be transferred on the applicable Substitution Date and (y) the aggregate Appraised Value of all Substitute Compressors and Deemed Substitute Compressors transferred to the Issuer after the last day of the month immediately preceding the applicable Substitution Date, exceeds the Maximum Substitution Limit.

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          Section 650 Appraisal. By not later than January 31, 2008, the Issuer shall, at its expense, provide to the Indenture Trustee and each Control Party at least two (2) Appraisals, each from an Eligible Appraiser, with respect to all Owned Compressors.

          Section 651 OFAC. The Issuer shall not (i) in a manner which would violate the laws of the United States, other than pursuant to a license issued by OFAC, enter into a Contract, or consent to such a Contract, in respect of any of the Contributed Compressors, to any Person that is a Sanctioned Person or (ii) derive any of its assets or operating income from investments in or transactions with any such Sanctioned Person. If the Issuer obtains knowledge that a Contributed Compressor is under a Contract with a Sanctioned Person or located or used in a Sanctioned Country in a manner which would violate the laws of the United States (other than pursuant to a license issued by OFAC), then the Issuer shall, within ten (10) Business Days after obtaining knowledge thereof, remove such Contributed Compressor from the Asset Base for so long as such condition continues.

ARTICLE VI B

COVENANTS OF EXTERRAN ABS LESSOR

          The Exterran ABS Lessor hereby covenants and agrees for the benefit of each of the Issuer, the Indenture Trustee, the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that, until the satisfaction and discharge of this Indenture in accordance with Section 701 hereof, the Exterran ABS Lessor shall observe each of the following covenants:

          Section 652 Preservation of Name; Maintenance of Office; Jurisdiction of Formation. The name on the Exterran ABS Lessor’s certification of formation is “Exterran ABS Leasing 2007 LLC” The chief executive office of the Exterran ABS Lessor is located at 4444 Brittmoore Road, Houston, Texas 77041. The Exterran ABS Lessor shall not establish a new chief executive office or jurisdiction of organization outside the United States of America. The Exterran ABS Lessor is formed under the laws of the State of Delaware and has not been previously and is not now formed under the laws of any other jurisdiction. The Exterran ABS Lessor shall not change its name, establish a new location for its chief executive office or its jurisdiction of organization unless (i) the Exterran ABS Lessor shall provide each of the Indenture Trustee, each Rating Agency, the Deal Agent, each Interest Rate Hedge Provider and each Control Party not less than thirty (30) days prior written notice of its intention to do so, clearly describing such new location or jurisdiction and providing such other information in connection therewith as the Indenture Trustee, the Deal Agent, any Interest Rate Hedge Provider or any Control Party may reasonably request, and (ii) not less than fifteen (15) days prior to the effective date of such change or relocation, the Exterran ABS Lessor shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Owner Compressors to the Exterran ABS Lessor, and shall have delivered to the Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider and each Series Enhancer copies of all filings required in connection therewith together with an Opinion of Counsel, satisfactory to the Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer, to the effect that such change of location or jurisdiction does not impair either the perfection or priority of the Indenture Trustee’s security interest in the Collateral.

          Section 653 Corporate Existence. The Exterran ABS Lessor will keep in full effect its existence, rights and franchises as a limited liability company (or other organized entity) organized under the laws of the State of Delaware, and will obtain and preserve its qualification in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of this Indenture, each Supplement issued hereunder and all the Notes issued pursuant to the terms of such Supplement. The Exterran ABS Lessor will not liquidate or dissolve.

          Section 654 Compliance with Law. The Exterran ABS Lessor will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Exterran ABS Lessor or the Exterran ABS Lessor Collateral or any part thereof; provided, however, that the Exterran ABS Lessor may contest any act, regulation, order, decree or direction in any reasonable manner that shall not materially and adversely affect the rights and remedies of the Indenture Trustee, the Noteholders, any Interest Rate Hedge Provider or any Series Enhancer in the Exterran ABS Lessor Collateral.

          Section 655 Protection of the Exterran ABS Lessor Collateral. The Exterran ABS Lessor

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will from time to time execute and deliver all amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, documents or filings as are required by Applicable Law including, inter alia, any such filings in connection with Intellectual Property, if acquired, and will, upon the reasonable request of the Manager, the Indenture Trustee, any Interest Rate Hedge Provider, any Series Enhancer or any Control Party, take such other action reasonably necessary or advisable to:

          (a) grant more effectively the security interest in all or any portion of the Exterran ABS Lessor Collateral;

          (b) maintain or preserve the Lien of this Indenture (and the priority thereof) or carry out more effectively the purposes hereof;

          (c) perfect, publish notice of, or protect the validity of the security interest in the Exterran ABS Lessor Collateral created pursuant to this Indenture;

          (d) enforce any of the items of the Exterran ABS Lessor Collateral;

          (e) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and/or any Series Enhancer in such Collateral against the claims of all Persons (other than the Noteholders or any Person claiming through the Noteholders), including any claims that the Compressor is a fixture; or

          (f) pay any and all taxes levied or assessed upon all or any part of the Exterran ABS Lessor Collateral.

          Section 656 Defend Title to the Exterran ABS Lessor Collateral. The Exterran ABS Lessor shall, and shall require the Manager to, defend the right, title, and interest of the Indenture Trustee and each Series Enhancer in, to, and under the Exterran ABS Lessor Collateral, against all claims of third parties claiming through or under the Exterran ABS Lessor.

          Section 657 Enforce Contract Rights. Except as otherwise expressly permitted by the terms hereof or of the Related Documents, the Exterran ABS Lessor will promptly, or will require the Manager to, enforce all of its rights under, and with respect to, the Exterran ABS Lessor Collateral.

          Section 658 Negative Covenants Regarding the Exterran ABS Lessor Collateral (including Related Documents). The Exterran ABS Lessor will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Global Majority) in each instance:

          (a) (i) except as otherwise permitted by this Indenture, or any Interest Rate Swap Agreement or the other Related Documents, take, or fail to take, any action, and will use its reasonable efforts not to permit any action to be taken by others, which would release any Person from any of such Person’s covenants or obligations under any agreement or instrument included in the Exterran ABS Lessor Collateral, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such agreement or instrument; or

          (ii) amend, modify or terminate the Lease.

          (b) at any time sell, transfer, exchange or otherwise dispose of any of the Exterran ABS Lessor Collateral, or consent to the sale, transfer, exchange or other disposition of any of the Exterran ABS Lessor Collateral, except in each case as follows:

          (i) a sale of the Collateral pursuant to the provisions of Sections 614 or 816 hereof;

          (ii) sales of Owner Compressors and the Compressor Related Assets relating thereto made in compliance with the provisions of Sections 645 and 646 hereof;

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          (iii) a substitution of Owner Compressors made in accordance with the provisions of Section 649 hereof and the applicable provisions of the Contribution Agreement and the Transfer Agreement;

          (iv) a sale to the User of an Owner Compressor and the Compressor Related Assets relating thereto in accordance with the provisions of a contractual purchase option that complies with the provisions of Section 644 hereof;

          (v) any sale or exchange of a Warranty Repurchase Compressor in accordance with the provisions of the Contribution Agreement;

          (vi) any sale of an Owner Compressor and the Compressor Related Assets relating thereto in connection with a Casualty Loss with respect to such Owner Compressor; or

          (vii) any transfer of an Owner Compressor and the Compressor Related Assets relating thereto in connection with a distribution that complies with the provisions of Section 648 hereof.

          (c) (i) permit the validity or effectiveness of this Indenture to be impaired, (ii) permit the Lien of this Indenture with respect to the Exterran ABS Lessor Collateral to be subordinated, terminated or discharged, except as permitted in accordance with Section 404 or Article VII hereof, or (iii) permit any Person to be released from any covenants or obligations with respect to such Collateral, except as may be expressly permitted by the Management Agreement.

          (d) at any time grant any Lien on, or security interest in, any the Exterran ABS Lessor Collateral (or permit any such Lien or security interest to exist), except for Permitted Encumbrances.

          Section 659 Non-Consolidation of the Exterran ABS Lessor. (a) The Exterran ABS Lessor shall be operated in such a manner that it shall not be substantively consolidated with the trust estate of any other Person other than Issuer in the event of the bankruptcy or insolvency of the Exterran ABS Lessor or such other Person. Without limiting the foregoing, the Exterran ABS Lessor shall (except as respects any relationship or transaction solely between Issuer and the Exterran ABS Lessor) (1) hold all of its assets in its own name and conduct its business in its own name giving effect to the Management Agreement, (2) maintain its books, records and cash management accounts separate from those of any other Person, (3) maintain its bank accounts separate from those of any other Person, (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay its own liabilities and expenses only out of its own funds (including, inter alia, the payment of the salaries of its employees), (6) enter into a transaction with an Affiliate only if (i) such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate, and (ii) such transaction is not otherwise prohibited pursuant to the provisions of Section 643 or 645 hereof; provided, however, that nothing contained in this clause (6) shall prohibit the Exterran ABS Lessor from accepting capital contributions from the holder of its Membership Interests, (7) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate, (8) hold itself out as a separate entity, (9) maintain adequate capital in light of its contemplated business operations, (10) maintain a sufficient number of employees in light of its contemplated business operations, (11) not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate, (12) not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities), (13) use separate stationery, invoices, and checks bearing its own name (14) not pledge its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances, (15) correct any misunderstanding regarding its separate identity, (16) not hold out its credit as being available to satisfy the obligations of any other Person, (17) not identify itself as a division of any other Person or entity and (18) observe all other appropriate limited liability company and other organizational formalities including, inter alia, remaining in good standing and qualified as a foreign limited liability company in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law.

          (b) Notwithstanding any provision of law which otherwise empowers the Exterran ABS Lessor, the Exterran ABS Lessor shall not (except as respects any relationship or transaction solely between the

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Exterran ABS Lessor and the Issuer) (1) hold itself out as being liable for the debts of any other Person, (2) act other than in its limited liability company name or the names of its duly authorized officers or agents, (3) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to the holders of its Membership Interests, including, to the extent applicable, distributions that comply with the provisions of Section 648 hereof, (4) commingle its funds or other assets with those of any other Person, (5) create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness (except pursuant to this Indenture) other than trade payables and expense accruals incurred in the ordinary course of its business or (6) take any other action that would be inconsistent with maintaining the separate legal identity of the Exterran ABS Lessor.

          Section 660 No Bankruptcy Petition. The Exterran ABS Lessor shall not (1) commence any Insolvency Proceeding seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, unless in each case set out in (1) through (4) Issuer is a debtor in an Insolvency Proceeding.

          Section 661 Liens. The Exterran ABS Lessor shall not (i) directly or indirectly create, incur, assume or suffer to exist any Lien (except any Permitted Encumbrance) to be created on or extend to or otherwise arise upon or burden the Exterran ABS Lessor Collateral or any part thereof or any of the Exterran ABS Lessor’s interest therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture not to constitute a valid first priority perfected security interest in the Collateral. The Exterran ABS Lessor, at its own expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to keep this Indenture and the Exterran ABS Lessor Collateral free and clear of, and to duly discharge or eliminate (or bond in a manner satisfactory to Indenture Trustee), any Lien that may arise in violation of the foregoing. The Exterran ABS Lessor will notify the Indenture Trustee in writing promptly upon a Responsible Officer of the Exterran ABS Lessor obtaining knowledge of any Lien, other than Permitted Encumbrances, that shall attach to any Owner Compressor and of the full particulars of such Lien.

          Section 662 Other Debt. The Exterran ABS Lessor shall not contract for, create, incur, assume or suffer to exist any Indebtedness other than (i) any Management Fees and all other amounts payable pursuant to the provisions of the Management Agreement, (ii) trade payables and expense accruals incurred in the ordinary course and that are incidental to the purposes permitted pursuant to the Exterran ABS Lessor’s limited liability company agreement and (iii) indebtedness to the Issuer that is evidenced by a note, subordinated by its terms to the Notes, and pledged to the Indenture Trustee as part of the Issuer Collateral.

          Section 663 Guarantees, Loans, Advances and Other Liabilities. The Exterran ABS Lessor will not make any loan, advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing, or otherwise), endorse (except for the endorsement of checks for collection or deposit) or otherwise become contingently liable, directly or indirectly, in connection with or for the obligations, stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person.

          Section 664 Consolidation, Merger and Sale of Assets. (a) The Exterran ABS Lessor shall not consolidate with or merge with or into any other Person other than Issuer or sell, convey, transfer or lease all, or substantially all, of its assets, whether in a single transaction or a series of related transactions, to any Person other than Issuer except for (i) entering into User Contracts in compliance with the terms of the Management Agreement, this Indenture, and the Related Documents, and (ii) sales pursuant to Section 608(b) and Section 816 hereof.

          (b) The obligations of the Exterran ABS Lessor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Exterran ABS Lessor hereunder except in each case in accordance with the provisions of this Indenture.

          (c) The Exterran ABS Lessor shall give prior written notice to each Rating Agency, each Control Party and each Series Enhancer of any action to be taken pursuant to this Section 614.

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          Section 665 Other Agreements. The Exterran ABS Lessor will not, after the date of the issuance of the Notes, enter into, or become a party to, any agreements or instruments other than this Indenture, the Supplements, the Management Agreement, the Contribution Agreement, the Note Purchase Agreement, the Back-up Management Agreement, the Control Agreement, the Enhancement Agreement(s), the Intercreditor Agreement and the Related Documents and other agreement(s) expressly contemplated hereby or thereby (it being understood that the Exterran ABS Lessor may enter into (i) any agreement(s) for acquisition or disposition of one or more Owner Compressors and the Related Assets permitted by the terms of this Indenture and the other Related Documents and (ii) any User Contract in respect of an Owner Compressor made in accordance with the provisions of this Indenture, the Contribution Agreement or the Management Agreement or the other Related Documents).

          Section 666 Organizational Documents. The Exterran ABS Lessor will not amend or modify its organizational documents without the prior written consent of each Control Party and each Interest Rate Hedge Provider.

          Section 667 Capital Expenditures. The Exterran ABS Lessor will not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty and personalty), except for (a) acquisition of additional Compressors and Compressor Related Assets in a manner consistent with the Contribution Agreement or the Management Agreement or with amounts on deposit in the Purchase Account and (b) overhaul expenses or capital improvements to the Owner Compressors made in the ordinary course of its business and in accordance with the terms of the Management Agreement.

          Section 668 Permitted Activities; Compliance with Organizational Documents. The Exterran ABS Lessor will observe all organizational and managerial procedures required by its Organizational Documents, any other formation documents of the Exterran ABS Lessor, and the limited liability company laws of the State of Delaware.

          Section 669 Investment Company Act. The Exterran ABS Lessor will conduct its operations, and will cause the Manager to conduct the Exterran ABS Lessor’s operations, in a manner which will not subject it to registration as an “investment company” under the Investment Company Act of 1940, as amended.

          Section 670 Payments of the Collateral. If the Exterran ABS Lessor shall receive from any Person any payments (other than amounts distributed to the Exterran ABS Lessor pursuant to Section 302 hereof) with respect to the Collateral (and, in the event such Exterran ABS Lessor Collateral has been released from the Lien of this Indenture in accordance with the provisions of Section 404 hereof at the time such payment is received, to the extent such payment relates to a period prior to the time such Exterran ABS Lessor Collateral was released from the Lien of this Indenture in accordance with Section 404 hereof or pursuant to any Supplement hereto), the Exterran ABS Lessor shall receive such payment in trust for the Indenture Trustee, as secured party hereunder, and subject to the Indenture Trustee’s security interest and shall immediately deposit such payment in the Trust Account.

          Section 671 Permitted Activities; Compliance with Organizational Documents. The Exterran ABS Lessor will not engage in any activity or enter into any transaction except as permitted under its organizational documents as in effect on the Closing Date.

          Section 672 Notices. The Exterran ABS Lessor shall notify the Indenture Trustee, the Deal Agent, each Rating Agency, each Series Enhancer, and each Interest Rate Hedge Provider in writing of any of the following immediately upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken by the Person(s) affected with respect thereto:

          (a) Event of Default. The occurrence of an Event of Default;

          (b) Litigation. The institution of any litigation, arbitration proceeding or Proceeding before any Governmental Authority which, if adversely resolved, would result in a Material Adverse Change;

          (c) Material Adverse Change. The occurrence of a Material Adverse Change with respect to the Exterran ABS Lessor;

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          (d) Liens. The existence of any Lien on the Exterran ABS Lessor Collateral other than Permitted Encumbrances; or

          (e) Other Events. The occurrence of any Trigger Event or any Exterran Group Event.

          Section 673 Books and Records. The Exterran ABS Lessor shall, and shall cause the Manager to, maintain complete and accurate books and records in which full and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities. The Exterran ABS Lessor shall report, or cause to be reported, on its financial records the transfer to the Exterran ABS Lessor of all Owner Compressors and Compressor Related Assets in accordance with GAAP. The Exterran ABS Lessor will ensure that no financial statement, nor any consolidated financial statements of the Exterran ABS Lessor, suggests that the assets of the Exterran ABS Lessor are available to pay the debts of either the Contributor or the Manager. The Exterran ABS Lessor shall (i) keep complete minutes of the meetings and other proceedings of the Exterran ABS Lessor, and (ii) continuously maintain the resolutions, agreements and other instruments underlying the sale and transfer of the Owner Compressors as official records of the Exterran ABS Lessor.

          Section 674 Taxes. The Exterran ABS Lessor shall, or shall cause the Manager to, pay when due, all of its taxes, unless, and only to the extent that, the Exterran ABS Lessor is contesting such taxes in good faith and by appropriate proceedings and the Exterran ABS Lessor has set aside on its books such reserves or other appropriate provisions therefor as may be required by GAAP.

          The Exterran ABS Lessor shall remit (or cause to be remitted) to each Governmental Authority all Excluded Payments actually received by, or on behalf of, the Exterran ABS Lessor and shall promptly remit to the Deal Agent, each Series Enhancer and the Indenture Trustee evidence that all such payments have been made.

          The Exterran ABS Lessor shall prepare and deliver to the Indenture Trustee and the Control Party for each Series within a reasonable time prior to the required date of filing (or, to the extent permissible, file on behalf of the Indenture Trustee) any and all reports (other than income tax returns) to be filed by the Exterran ABS Lessor or the Indenture Trustee with any Governmental Authority by reason of the ownership by the Exterran ABS Lessor of any Owner Compressor or the contracting thereof to Users to the extent any such reports are required because of the nature of the Owner Compressors. The provisions of this Section 674 shall be interpreted, to the maximum extent possible, in a manner consistent with Sections 2.6 and 5.8 of the Management Agreement.

          Section 675 Subsidiaries. The Exterran ABS Lessor shall not create any Subsidiaries.

          Section 676 Investments. The Exterran ABS Lessor shall not make or permit to exist any Investment in any Person except for Investments in Eligible Investments made in accordance with the terms of this Indenture.

          Section 677 Separate Identity. The Exterran ABS Lessor makes herein by this reference each of the representations and warranties made by it to Baker Botts LLP in support of its opinions respecting the consolidation of the Exterran ABS Lessor and certain other parties issued and delivered in connection with the issuance of the Notes, as if specifically made herein and agrees to comply with each of the factual assumptions contained in such opinions.

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          Section 678 OFAC. The Exterran ABS Lessor shall not (i) in a manner which would violate the laws of the United States, other than pursuant to a license issued by OFAC, enter into a Contract, or consent to such a Contract, in respect of any of the Contributed Compressors to any Person that is a Sanctioned Person or (ii) derive any of its assets or operating income from investments in or transactions with any such Sanctioned Person. If the Exterran ABS Lessor obtains knowledge that a Contributed Compressor is under a Contract with a Sanctioned Person or located or used in a Sanctioned Country in a manner which would violate the laws of the United States (other than pursuant to a license issued by OFAC), then the Exterran ABS Lessor shall, within ten (10) Business Days after obtaining knowledge thereof, remove such Contributed Compressor from the Asset Base for so long as such condition continues.

ARTICLE VII

DISCHARGE OF INDENTURE;
PREPAYMENTS

          Section 701 Full Discharge. Upon payment in full of all Outstanding Obligations (including, without limitation, termination of each Interest Rate Swap Agreement and payment of all amounts, including termination amounts, payable in connection therewith), the Indenture Trustee shall, at the written request and at the expense of the Issuer, execute and deliver to the Issuer such deeds or other instruments as shall be requisite to evidence the satisfaction and discharge of this Indenture and the security and Liens hereby created, and to release the Issuer from its covenants contained in this Indenture and the Supplements hereto in connection with the satisfaction and discharge of the Indenture. The Indenture Trustee shall be entitled to receive an Opinion of Counsel stating that such satisfaction and discharge is authorized and permitted.

          Section 702 Prepayment of Notes.

          (a) Optional Prepayments. The Issuer may, from time to time, make an optional Prepayment of principal of the Notes of any Series at the times, in the amounts and subject to the conditions and limitations set forth in the Supplement for the Series of Notes to be prepaid. Any optional Prepayment of principal made by the Issuer pursuant to this Section 702 shall also include accrued interest to the date of the prepayment on the amount being prepaid. All Prepayments made in accordance with this Section 702(a) shall be accomplished by a deposit of funds (including any amounts required pursuant to the provisions of Section 702(c) hereof) directly into the Trust Account. Notice of any voluntary prepayment of a Series of Term Notes to be made by the Issuer pursuant to the provisions of this Section 702(a) shall be given by the Issuer to the Indenture Trustee, each Interest Rate Hedge Provider and, if applicable, any Series Enhancer for such Series of Notes to be prepaid, not later than the tenth (10^th) day prior to the date of such prepayment and not earlier than the Payment Date immediately preceding the date of such prepayment.

          (b) Mandatory Prepayments. If at any time the Supplemental Principal Payment Amount for any Payment Date is more than zero, then the Issuer shall, in accordance with Section 302 on such Payment Date make a payment of the Supplemental Principal Payment Amount which Supplemental Principal Payment Amount shall be paid in the following order of priority:

          (i) to each Series of Warehouse Notes then Outstanding for which the Commitment Termination Date has not occurred on a pro rata basis, in proportion to the then unpaid principal balance of such Series of Warehouse Notes to the unpaid principal balances of all such Series of Warehouse Notes, until the principal balances of all such Series of Warehouse Notes have been paid in full;

          (ii) if any Supplemental Principal Payment Amount remains after application of clause (i), then the aggregate amount of such excess shall be applied to each Series of Warehouse Notes then Outstanding for which the Commitment Termination Date has occurred on a pro rata basis, in proportion to the then unpaid principal balance of such Series of Warehouse Notes to the unpaid principal balances of all such Series of Warehouse Notes then Outstanding, until the principal balances of all such Series of Warehouse Notes have been paid in full; and

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          (iii) if any Supplemental Principal Payment Amount remains after application of clause (ii), then the aggregate amount of such excess shall be applied to each Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of such Series of Term Notes to the unpaid principal balances of all Series of Term Notes then Outstanding.

Solely for purposes of determining the Supplemental Principal Payment Amount for purposes of this Section 702(b), a determination of whether or not a Trigger Event is continuing on any Payment Date shall be determined in accordance with the following criteria:

          (iv) each of a Manager Default and an Event of Default shall continue until such event or condition has been waived by (i) in the case of any payment default (including an Event of Default under clause (i) or (ii) of Section 801 hereof), 100% of the Control Parties and, to the extent required pursuant to Section 808 or 1002(a), each affected Noteholder, and (ii) in any other case, the Requisite Global Majority and any other Person or Persons required to consent to such waiver pursuant to Section 813;

          (v) a Net Revenue Event shall continue until the next succeeding Determination Date on which the related Manager Report indicates that such condition no longer exists, at which time such event shall be deemed to have been cured; and

          (vi) an Undercollateralization Event shall continue until the next succeeding Determination Date on which the related Manager Report indicates that such condition no longer exists, at which time such event shall be deemed to have been cured;

provided, however, the events described in clauses (i), (ii) and (iii) may not, solely for purposes of determining whether a Supplemental Principal Payment Amount is payable, be waived or cured on more than two (2) occasions.

          (c) Repayment of Interest Rate Hedge Provider. If the Issuer has elected to make a voluntary Prepayment in accordance with the provisions of Section 702(a) above or is required to make a Prepayment in accordance with the provisions of Section 702(b) above, then in addition to such Prepayment, the Issuer shall pay such amount, including any termination payments, necessary (in each case as determined by the Requisite Global Majority and after taking account of payment priorities set forth in Section 302 hereunder) to reduce the aggregate notional balance of all outstanding transactions under the Interest Rate Swap Agreements in accordance with the terms of Section 631 hereof and the terms of the related Interest Rate Swap Agreements. So long as no Trigger Event or Event of Default is then continuing, the Issuer (or the Manager on its behalf) may exercise its discretion in selecting the specific transactions and the notional amounts thereof to be terminated. If a Trigger Event or Event of Default is then continuing, the outstanding transactions under the Interest Rate Swap Agreements will be terminated on a pro rata basis, based on the respective notional amounts for each remaining calculation period so that the remaining notional amounts for all future calculation periods under such transactions shall comply with the requirements of Section 631(a) and not exceed such requirements by more than the amounts set forth in Section 631(a)(y) hereof.

          (d) Adjustment of Prospective Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts for Partial Voluntary Prepayments. In the event that the Issuer makes a voluntary prepayment of less than all of the then unpaid principal balance of any Series of Term Notes in accordance with the provisions of Section 702(a), then the Issuer shall promptly (but in any event within ten (10) Business Days after the date on which such prepayment is made) thereafter recalculate the Minimum Targeted Principal Balances and Scheduled Targeted Principal Balances for such Series of Notes for each future Payment Date such that, after giving effect to such adjustment, each subsequent Minimum Targeted Principal Balance and Scheduled Targeted Principal Balance for such Series of Term Notes shall be reduced by an amount equal to the quotient of (i) the aggregate amount of such prepayment actually received by the Noteholders of such Series, divided by (ii) the number of remaining Payment Dates to and including, the Legal Final Maturity Date (in the case of adjustments to future Minimum Principal Payment Amounts) or the Expected Final Payment Date (in the case of adjustments to future Scheduled Principal Payment Amounts).

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          (e) Allocation of Targeted Adjustment Amount. If the Manager Report delivered on any Determination Date indicates that a Targeted Adjustment Amount exists, then the Issuer shall promptly (but in any event within ten (10) Business Days) after receipt of such Manager Report, apply such Targeted Adjustment Amount in the following order of priority:

          (i) to reduce (but not below zero) by the amount of such Targeted Adjustment Amount each of the Minimum Targeted Principal Balance and the Scheduled Targeted Principal Balance, in each case, for all remaining Payment Dates of any Series of Warehouse Notes for which the Commitment Termination Date has occurred (or, if there are multiple Series of Warehouse Notes for which the Commitment Termination Date has occurred, such Targeted Adjustment Amount shall be allocated among each such Series of Warehouse Notes on a pro rata basis based on each such Series’ then respective unpaid principal balances), and

          (ii) if any Targeted Adjustment Amount remains after application of clause (i), with respect to either the Minimum Targeted Principal Balance or the Scheduled Targeted Principal Balance on the next succeeding Payment Date, then, in each such case, the amount of such excess in the aggregate shall be allocated on a pro rata basis (based on then unpaid principal balances) among all Series of Term Notes then Outstanding and the amount allocated to each such Series shall then be used to reduce (but not below zero) the Minimum Targeted Principal Balances and the Scheduled Targeted Principal Balances, as applicable, in each case, for all remaining Payment Dates of such Series of Term Notes by the amount of such allocated Targeted Adjustment Amount.

ARTICLE VIII

DEFAULT PROVISIONS AND REMEDIES

          Section 801 Event of Default. “Event of Default”, wherever used herein with respect to any Series of Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority):

          (i) default in the payment on any Payment Date of any of the following: (A) any Interest Payment, Default Fee or Commitment Fees (if applicable) then due and payable on any Series of Notes, (B) any Indenture Trustee’s Fees then due and payable or (C) any scheduled payments owing to any Interest Rate Hedge Provider, and, in any such case, such default continues in each case for two (2) Business Days after the due date thereof;

          (ii) failure to make payment in full in cash of the then unpaid principal balance of any Series of Notes on the Legal Final Maturity Date of such Series of Notes;

          (iii) default in the due observance or performance of any covenant of the Issuer set forth in Sections 608(a)(ii), 609 (only if such default could reasonably be expected to result in “substantive consolidation” of the Issuer with the estate of any other Person in connection with a bankruptcy proceeding), 610, 612, 613, 614, 615, 616, 617, 621, 625, 626 or 649 hereof;

          (iv) default in the due observance or performance of any covenant of the Issuer set forth in Sections 606, 608(b), 608(d) and 611, which breach or failure continues unremedied for a period of ten (10) days after the earliest of (i) any Authorized Officer of the Issuer, or Responsible Officer of the applicable Exterran Affiliate, as the case may be, first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to the Issuer and each Exterran Affiliate, (iii) any Noteholder giving written notice thereof to the Issuer, each Exterran Affiliate and the Indenture Trustee, and (iv) any Series Enhancer giving written notice thereof to the Issuer, each Exterran Affiliate and the Indenture Trustee;

          (v) default in the due observance or performance of a covenant set forth in Section 643 or Section 645 hereof, and such default continues unremedied (which remedy (1) in the case of Section

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643, must be effected by a substitution, subject to Section 649 hereof, of each affected Compressor, and (2) in the case of Section 645, must be effected by an additional deposit by the Contributors into the Trust Account of an amount equal to the difference between the amount of Net Compressor Sales Proceeds that was required to have been paid pursuant to clause (iii) of the proviso to Section 645 and the amount of Net Compressor Sales Proceeds actually received for each affected Owner Compressor (in the case of a sale that satisfied all the requirements of Section 645 other than clause (iii) of the proviso to Section 645) or by a Deemed Substitution of each affected Owner Compressor (in the case of any other default under Section 645) for more than five (5) Business Days after the date on which a Responsible Officer of the Issuer or the Manager first obtains knowledge of such default; provided, however, that the Issuer shall not be entitled to cure any breach described in this clause (v) if the exercise of such cure would cause the Aggregate Cure Limitation to be exceeded;

          (vi) default in the due observance or performance of the covenant set forth in Section 646 hereof;

          (vii) default in the due observance or performance of the covenant set forth in Section 644 hereof and, in the case of a default of clause (ii) thereof, such default (A) results in one or more Prohibited Below DV Compressors, and (B) the Issuer shall not have sold all of such Prohibited Below DV Compressors to an Exterran Affiliate in a sale complying with the provisions of Section 645 on or prior to the date occurring more than five (5) Business Days after the date on which a Responsible Officer of the Issuer or the Manager first obtains knowledge of such default;

          (viii) default in the due observance or performance of the covenant set forth in Section 647 hereof and, if such breach relates to a Permissible Accidental Foreign Compressor that is not subject to either a User Contract or other contract for compression services at any time while such Compressor is located outside the United States, such condition continues unremedied (which remedy must be effected by a substitution, subject to Section 649 hereof, or a sale in compliance with Sections 645 and 646 hereof) for more than five (5) Business Days after the date on which a Responsible Officer of the Issuer or the Manager first obtains knowledge of such breach; provided, however, that the Issuer shall not be entitled to cure such breach if the exercise of such cure would cause the Aggregate Cure Limitation to be exceeded;

          (ix) default in the due observance or performance of any covenant of the Exterran ABS Lessor set forth in Sections 608(a)(ii), 609 (only if such default could reasonably be expected to result in “substantive consolidation” of the Exterran ABS Lessor with the estate of any other Person in connection with a bankruptcy proceeding), 610, 612, 613, 614, 615, 616, 617, 621, 625, 626 or 649 hereof;

          (x) default in the due observance or performance of any covenant of the Exterran ABS Lessor set forth in Sections 606, 608(b), 608(d) and 611, which breach or failure continues unremedied for a period of ten (10) days after the earliest of (i) any Authorized Officer of the Issuer, or Responsible Officer of the applicable Exterran Affiliate, as the case may be, first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to the Exterran ABS Lessor and each Exterran Affiliate, (iii) any Noteholder giving written notice thereof to the Exterran ABS Lessor, each Exterran Affiliate and the Indenture Trustee, and (iv) any Series Enhancer giving written notice thereof to the Exterran ABS Lessor, each Exterran Affiliate and the Indenture Trustee;

          (xi) default in the due observance or performance of a covenant set forth in Section 643 or Section 645 hereof, and such default continues unremedied (which remedy (1) in the case of Section 643, must be effected by a substitution, subject to Section 649 hereof, of each affected Compressor, and (2) in the case of Section 645, must be effected by an additional deposit by the Contributors into the Trust Account of an amount equal to the difference between the amount of Net Compressor Sales Proceeds that was required to have been paid pursuant to clause (iii) of the proviso to Section 645 and the amount of Net Compressor Sales Proceeds actually received for each affected Owner Compressor (in the case of a sale that satisfied all the requirements of Section 645 other than clause (iii) of the proviso to Section 645) or by a Deemed Substitution of each affected Owner Compressor (in the case of any other default under Section 645) for more than five (5) Business Days after the date on which a Responsible Officer of the Exterran ABS Lessor or the Manager first obtains knowledge of such default; provided, however, that the Exterran

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ABS Lessor shall not be entitled to cure any breach described in this clause (v) if the exercise of such cure would cause the Aggregate Cure Limitation to be exceeded;

          (xii) default in the due observance or performance of any covenant of the Issuer or any Exterran Affiliate in any Related Document (to the extent such breach is not otherwise addressed in this Section 801) which breach or failure, if curable, continues unremedied for a period of thirty (30) days after the earliest to occur of (i) any Authorized Officer or Responsible Officer of such Person first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to such Person or (iii) any Noteholder or Series Enhancer giving written notice thereof to such Person and the Indenture Trustee;

          (xiii) any representation or warranty of the Issuer or any Exterran Affiliate made in any other Related Document shall prove to be incorrect in any material respect as of the time when the same shall have been made and remains, if curable, unremedied for a period of fifteen (15) days after the earliest to occur of (i) any Authorized Officer or Responsible Officer of such Person, first acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to such Person or (iii) any Noteholder or Series Enhancer giving written notice thereof to such Person and the Indenture Trustee;

          (xiv) the entry of a decree or order for relief by a court having jurisdiction in respect of the Issuer or the Exterran ABS Lessor in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Issuer or the Exterran ABS Lessor or for any substantial part of their respective properties, or ordering the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days;

          (xv) the commencement by the Issuer or the Exterran ABS Lessor of a voluntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent by the Issuer or the Exterran ABS Lessor to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Issuer or the Exterran ABS Lessor or any substantial part of its respective properties, or the making by the Issuer or the Exterran ABS Lessor of any general assignment for the benefit of creditors, or the inability or the failure by the Issuer or the Exterran ABS Lessor generally to pay its debts as they become due, or the taking of any action by the Issuer or the Exterran ABS Lessor in furtherance of any such action;

          (xvi) either (x) the Indenture Trustee shall fail to have a first priority perfected security interest in all, or any portion, of the Collateral or (y) the Issuer shall incur or assume, or permit to exist, any Liens on the Collateral (except Permitted Encumbrances) and, in the case of this clause (y), such Liens shall continue to exist unremedied for a period of ten (10) days after the earlier to occur of (i) receipt by Issuer of written notice thereof from the Indenture Trustee or any Entitled Party or (ii) the date on which any Responsible Officer of the Manager or the Issuer shall have actual knowledge of such Liens;

          (xvii) the Issuer is required to register as an investment company under the Investment Company Act of 1940, as amended;

          (xviii) any payment shall be made by a Series Enhancer under any Enhancement Agreement;

          (xix) the rendering against either the Issuer or the Exterran ABS Lessor of a final judgment, decree or order for the payment of money in excess of $25,000 and the continuance of such judgment, decree or order unsatisfied, unbonded or uninsured for a period of sixty (60) consecutive days;

          (xx) either (x) a Manager Default occurs, and the Back-up Manager fails to assume the role of Replacement Manager within ninety (90) days of receipt of the Manager Termination Notice, or (y) there is no Manager for ninety (90) days;

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          (xxi) any Related Document ceases to be in full force and effect (other than in accordance with its terms);

          (xxii) as of any Payment Date, the Aggregate Note Principal Balance exceeds the Asset Base in effect on the related Determination Date and such condition continues unremedied for sixty (60) days; or

          (xxiii) the exercise of any remedy by the Exterran ABS Lessor against the Issuer under the Lease.

The occurrence of an Event of Default with respect to one Series of Notes shall constitute an Event of Default with respect to all other Series of Notes then Outstanding unless the related Supplement with respect to each such Series of Notes shall specifically provide to the contrary.

          Section 802 Acceleration of Stated Maturity; Rescission and Annulment. (a) Upon the occurrence of an Event of Default of a type described in Section 801(xiv) or Section 801(xv), the unpaid principal balance of, and accrued interest on, all Classes and Series of Notes, together with all other amounts then due and owing to the Noteholders and under all other Outstanding Obligations, shall become immediately due and payable without further action by any Person; provided that, the Noteholders’ rights with respect thereto shall be limited as set forth in Section 808. Except as set forth in the immediately preceding sentence, if an Event of Default under Section 801 occurs and is continuing, then and in every such case the Requisite Global Majority may declare the principal of and accrued interest on all Notes of all Series then Outstanding to be due and payable immediately, by a notice in writing to the Issuer and to the Indenture Trustee given by the Requisite Global Majority, and upon any such declaration such principal and accrued interest shall become immediately due and payable. Each Interest Rate Hedge Provider shall receive prompt notice of any acceleration hereunder from the Issuer.

          (b) At any time after such a declaration of acceleration has been made and before a Sale by the Indenture Trustee or a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Requisite Global Majority, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

          (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

     (A) all of the installments of interest and premium, if any, on, and principal of, all Notes which were overdue prior to the date of such acceleration;

     (B) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the Overdue Rate for such Notes set forth in the related Supplement;

     (C) all sums paid or advanced by the Indenture Trustee or the Manager hereunder and the reasonable compensation, out-of-pocket expenses, disbursements and advances of the Indenture Trustee, its agents and counsel incurred in connection with the enforcement of this Indenture;

     (D) all scheduled payments then due under any Interest Rate Swap Agreement, together with interest thereon in accordance with the terms thereof; and

          (ii) all Events of Default, other than the nonpayment of the principal of or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 813 hereof.

     No such rescission with respect to any Event of Default shall affect any subsequent Event of Default or impair any right consequent thereon, nor shall any such rescission affect any Interest Rate Swap Agreement that has been terminated in accordance with the terms thereof.

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          Section 803 Collection of Indebtedness. The Issuer covenants that, if an Event of Default occurs and is continuing and a declaration of acceleration has been made under Section 802 and not rescinded or annulled, the Issuer shall, upon demand of the Indenture Trustee (at the direction of the Requisite Global Majority), pay to the Indenture Trustee, for the benefit of the Noteholders of all Series then Outstanding and all Interest Rate Hedge Providers, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the Overdue Rate payable with respect to each such Note; and, in addition thereto, such further amount as shall be sufficient to cover all other Outstanding Obligations and the costs and out-of-pocket expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, any Series Enhancer and their respective agents and counsel incurred in connection with the enforcement of this Indenture.

          Section 804 Remedies. If an Event of Default shall occur and be continuing, the Indenture Trustee, by such officer or agent as it may appoint, shall notify the applicable Rating Agencies, if any, and each Control Party of such Event of Default and shall, if and as instructed in writing by the Requisite Global Majority, take any one or more (separately, successively or simultaneously) of the following steps:

          (i) institute any Proceedings, in its own name and as trustee of an express trust, for the collection of all amounts then due and payable on the Notes of all Series or under this Indenture or the related Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any other assets of the Issuer any monies adjudged due;

          (ii) subject to (A) the quiet enjoyment rights of any User under a User Contract permitted by the Related Documents and (B) the restrictions set forth in the Intercreditor Agreement, sell (including any Sale made in accordance with Section 816 hereof), hold or enter into contracts for hire of the Collateral or any portion thereof or rights or interest therein, at one or more public or private transactions conducted in any manner permitted by law;

          (iii) terminate the Management Agreement and engage the Back-up Manager or another replacement Manager;

          (iv) institute any Proceedings from time to time for the complete or partial foreclosure of the Lien created by this Indenture with respect to the Collateral;

          (v) institute such other appropriate Proceedings to protect and enforce any other rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy;

          (vi) exercise any remedies of a secured party under the UCC or any Applicable Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Noteholders hereunder in order to enforce the rights of the Indenture Trustee hereunder;

          (vii) appoint a receiver or a manager over the Issuer or its assets;

          (viii) file proofs of “Claim” (as defined under the Bankruptcy Code);

          (ix) take possession of the Collateral or any portion thereof or rights of interest therein; or

          (x) take any or all actions permitted under Section 401(d) hereof;

provided, however, that no Owner Compressor may be sold pursuant to this Section 804 unless the purchase price therefor is in cash in an amount not less than the Depreciated Value for such Owner Compressor, unless all of the Control Parties consent to such sale; and provided, further, that no Owner Compressors may be sold by the Indenture Trustee pursuant to this Section 804 unless the aggregate Net Compressor Sales Proceeds to be realized

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from such Sale equal or exceed the amount required to repay in full all of the amounts set forth in clauses (1) through (13) of Section 302(e) hereof, unless each Control Party and each Interest Rate Hedge Provider consent to such Sale.

          Section 805 Indenture Trustee May Enforce Claims Without Possession of Notes. (a) In all Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all of the Noteholders and each Interest Rate Hedge Provider, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

          (b) All rights of action and claims under this Indenture, the related Supplement or such Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceeding relating thereto, and any such Proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery whether by judgment, settlement or otherwise shall, after provision for the payment of the reasonable compensation, expenses, and disbursements incurred and advances made by the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes and each Interest Rate Hedge Provider, subject to the subordination of payments among Classes of a particular Series as set forth in the related Supplement.

          Section 806 Allocation of Money Collected. If the Notes of all Series have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this Article or otherwise and any other monies that may be held or thereafter received by the Indenture Trustee as security for such Notes shall be paid, to the extent permitted by law, to the Persons in the amounts and in the priority set forth in Section 302(e) hereof.

          Section 807 Limitation on Suits. Except to the extent provided in Section 808 hereof, no Noteholder shall have the right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless each of the following conditions shall have been satisfied:

          (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

          (ii) the Requisite Global Majority shall have made written request to the Indenture Trustee to institute Proceedings in respect of such Event of Default in its own name as the Indenture Trustee hereunder;

          (iii) such Holder or Holders have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose);

          (iv) the Indenture Trustee has, for thirty (30) days after its receipt by a Corporate Trust Officer of such notice, request and offer of security or indemnity, failed to institute any such Proceeding;

          (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such thirty (30) day period by the Requisite Global Majority; and

          (vi) if such Series of Notes has the benefit of an Enhancement Agreement, a Series Enhancer Default has occurred and is continuing.

It being understood and intended that no one or more Noteholders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or any Interest Rate Hedge Provider, or to obtain or to seek to obtain priority or preference over any

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other Noteholder (except to the extent provided in the related Supplement) or to enforce any right under this Indenture, except in the manner herein provided and for the benefit of all Noteholders.

          Section 808 Right of Holders to Receive Principal and Interest. Notwithstanding any other provision of this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on its Note as such principal and interest becomes due and payable and to institute any Proceeding for the enforcement of such payment, and such rights shall not be impaired without the consent of such Holder; provided, however, that no Noteholder shall have any right to receive payment of principal under its Notes prior to the Legal Final Maturity Date therefor nor shall any such Noteholder institute any Proceeding for the enforcement of any such payment prior to such Legal Final Maturity Date.

          Section 809 Restoration of Rights and Remedies. If the Indenture Trustee or any Holder has instituted any Proceeding to enforce any right or remedy under this Indenture or the related Supplement and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee, any Series Enhancer or to such Holder, then and in every such case, subject to any determination in such Proceeding, the Issuer, the Exterran ABS Lessor, the Indenture Trustee, any Series Enhancer and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Indenture Trustee, such Series Enhancer and the Holders shall continue as though no such Proceeding had been instituted.

          Section 810 Rights and Remedies Cumulative. No right or remedy conferred upon or reserved to the Indenture Trustee, any Control Party, any Series Enhancer, any Interest Rate Hedge Provider or to the Holders pursuant to this Indenture or any Supplement is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

          Section 811 Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee, any Control Party, any Series Enhancer, any Interest Rate Hedge Provider or any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, any Control Party, any Series Enhancer, any Interest Rate Hedge Provider, or the Holders, as the case may be, subject to the right of the Control Party to control such right pursuant to Section 812 hereof.

          Section 812 Control by Requisite Global Majority. Upon the occurrence of an Event of Default, the Requisite Global Majority shall, except as set forth in the proviso to Section 804 hereof, have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided that, (i) such direction shall not be in conflict with any rule of law or with this Indenture, including, without limitation, Section 804 hereof, (ii) such Requisite Global Majority has offered to the Indenture Trustee reasonable security or indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 902(iii) hereof and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction.

          Section 813 Waiver of Past Defaults. (a) The Requisite Global Majority may, on behalf of all Noteholders of all Series, waive any past Event of Default and its consequences, except that:

          (i) a waiver of any payment default (including any Event of Default under clause (i) or (ii) of Section 801 hereof) shall require the consent of all of the Control Parties and, to the extent required pursuant to Section 1002(a), each affected Noteholder, and shall not require Requisite Global Majority consent; and

          (ii) any waiver in respect of a covenant or provision hereof which, pursuant to Section 1002 hereof, cannot be modified or amended without the consent of (x) each Holder of each

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Outstanding Note affected thereby and each Series Enhancer or (y) each Control Party for each Series of Notes shall, in each case, require the consent of such Persons as are required to amend such covenant or provision (in addition to the consent of the Requisite Global Majority).

          (b) Upon any waiver pursuant to Section 813(a) above, such Event of Default shall cease to exist and shall be deemed to have been cured and not to have occurred for every purpose of this Indenture; provided, however, that no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon. No such waiver shall affect any Interest Rate Swap Agreement that has been terminated in accordance with its terms.

          Section 814 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the aggregate principal balance of the Notes of all Series then Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Note on or after the Legal Final Maturity Date of such Note.

          Section 815 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

          Section 816 Sale of Collateral. (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 804 hereof shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all Outstanding Obligations shall have been paid in full. The Indenture Trustee (at the direction of the Requisite Global Majority) may from time to time postpone any Sale by public announcement made at the time and place of such Sale.

          (b) Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any Proceeding for the foreclosure or involving the enforcement of this Indenture: (i) the Indenture Trustee, at the written direction of the Requisite Global Majority, may bid for and purchase the property being sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of such property in accordance with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misappropriation or non-application thereof.

          (c) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof. In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest (subject to the User’s rights of quiet enjoyment) in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

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          (d) The Indenture Trustee acknowledges that its right to sell, transfer or otherwise convey any Interest Rate Swap Agreement or exercise any foreclosure rights with respect thereto shall be subject to compliance with the provisions of the applicable Interest Rate Swap Agreement.

          Section 817 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture or any Supplement shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture or any Supplement. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee, any Control Party, any Series Enhancer, any Interest Rate Hedge Provider or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.

          Section 818 Determination of Existence of Event of Default for Purposes of Section 302(e). The Indenture Trustee shall distribute amounts pursuant to the provisions of Section 302(e) hereof on each Payment Date that occurs during the period commencing on the Indenture Trustee’s receipt of notice from the Manager, the Issuer, either Contributor or the Requisite Global Majority that an Event of Default has occurred and is continuing on the date of such notice and ending on the date on which the applicable Event of Default has been waived in a written notice to the Indenture Trustee and Issuer executed by the Persons required to consent thereto pursuant to Section 813.

          Section 819 Notification of Each Series Enhancer and Interest Rate Hedge Provider. Upon the Indenture Trustee’s receipt of notice with respect to, without duplication, (1) any exercise by the Requisite Global Majority of its rights under any Related Document, (2) any direction or instruction by the Requisite Global Majority with respect to any Related Document or (3) any declaration, waiver or other action of the Requisite Global Majority under any Related Document, the Indenture Trustee shall deliver a written notice to each Series Enhancer (other than any Series Enhancer constituting part of such Requisite Global Majority) and each Interest Rate Hedge Provider informing it of such exercise, direction, instruction, declaration, waiver or action no later than one (1) Business Day after the Indenture Trustee’s receipt of the applicable notice.

ARTICLE IX

CONCERNING THE INDENTURE TRUSTEE

          Section 901 Duties of the Indenture Trustee. The Indenture Trustee, prior to the occurrence of an Event of Default or after the cure or waiver of any Event of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied duties shall be inferred against it. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee, at the written direction of the Control Party, shall exercise such of the rights and powers vested in it by this Indenture and the related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

          The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provisions of this Indenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished pursuant to this Indenture and any applicable Supplement.

          No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default and after the cure or waiver of any Event of Default that may have occurred, the duties and obligations of the Indenture Trustee shall be

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determined solely by the express provisions of this Indenture and any Supplements issued pursuant to the terms hereof. The Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and any Supplements issued pursuant to the terms hereof, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates, statements, reports, documents, orders, opinions or other instruments (whether in their original or facsimile form) furnished to the Indenture Trustee and conforming to the requirements of this Indenture and any Supplements issued pursuant to the terms hereof;

          (ii) The Indenture Trustee shall not be liable for an error of judgment made in good faith by a Corporate Trust Officer or Corporate Trust Officers of the Indenture Trustee, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

          (iii) The Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Control Party relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

          No provisions of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it (the unsecured indemnity of a Rated Institutional Noteholder shall not constitute reasonable grounds for believing that repayment of any such funds is not reasonably assured to it.)

          Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 901.

          Section 902 Certain Matters Affecting the Indenture Trustee. Except as otherwise provided in Section 901 hereof:

          (i) The Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any Opinion of Counsel, certificate of an officer of the Manager, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

          (ii) The Indenture Trustee may consult with counsel of its selection and any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance in reliance thereof;

          (iii) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation or proceeding hereunder or in relation hereto at the request, order or direction of the Control Party, pursuant to the provisions of this Indenture, unless the Control Party shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose);

          (iv) The Indenture Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

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          (v) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Control Party; provided, however that the Indenture Trustee may require reasonable security or indemnity satisfactory to it against any cost, expense or liability likely to be incurred in making such investigation as a condition to so proceeding (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purposes). The reasonable expense of any such examination shall be paid, on a pro rata basis, by the Noteholders or, if paid by the Indenture Trustee, shall be reimbursed by such Noteholders upon demand;

          (vi) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder; provided, however, that any agreement with an agent or an attorney shall provide for due care by such agent or attorney in respect of the Issuer;

          (vii) The Indenture Trustee shall not be charged with knowledge of any default or Event of Default unless either a Corporate Trust Officer of the Indenture Trustee shall have actual knowledge or written notice of such shall have been actually received by a Corporate Trust Officer of the Indenture Trustee; and

          (viii) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

          The provisions of this Section 902 shall be applicable to the Indenture Trustee in its capacity as the Indenture Trustee under this Indenture. Delivery of any reports, information and documents to the Indenture Trustee provided for herein (or in any Related Document) is for informational purposes only and the Indenture Trustee’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein, including the Manager’s or Issuer’s compliance with any of its representations, warranties or covenants under this Indenture or any of the Related Documents (as to which the Indenture Trustee is entitled to rely exclusively on Officers’ Certificates).

          Section 903 Indenture Trustee Not Liable. (a) The recitals contained herein (other than the representations and warranties contained in Section 911 hereof), in any Supplement and in the Notes (other than the certificate of authentication on the Notes) shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture, any Supplement, the Notes, the Collateral or any Related Document. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or of the proceeds thereof, or for the use or application of any funds paid to the Issuer or the Manager in respect of the Collateral.

          (b) The Indenture Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Owner Compressor, the perfection of any security interest (whether as of the date hereof or at any future time), the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Indenture Trustee or of any intervening assignment, the compliance by any Exterran Affiliate with any covenant or the breach by any Exterran Affiliate of any warranty or representation made hereunder, in any Supplement or in any Related Document or the accuracy of such warranty or representation, any investment of monies in the Trust Account or any Series Account or any loss resulting therefrom; provided that, such investments are made in accordance with the provisions of Section 303 hereof, or the acts or omissions of the Manager taken in the name of the Indenture Trustee.

          (c) Except as expressly provided herein or in any Supplement, the Indenture Trustee shall not have any obligation or liability under any Contract by reason of or arising out of this Indenture or the granting of a security interest in such Contract hereunder or the receipt by the Indenture Trustee of any payment relating to any Contract pursuant hereto, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill

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any of the obligations of the Issuer or the Manager under or pursuant to any Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Contract.

          Section 904 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights it would have if it were not the Indenture Trustee; provided that, such transaction shall not result in the disqualification of the Indenture Trustee for purposes of Rule 3a-7 under the Investment Company Act of 1940.

          Section 905 Indenture Trustee’s Fees and Expenses. The fees (“Indenture Trustee’s Fees”) of the Indenture Trustee shall be paid by the Issuer in accordance with Section 302 hereof in an amount equal to $12,000 per year. In addition, on the Closing Date, the Issuer shall pay to the Indenture Trustee an up-front fee equal to $7,500 plus reasonable attorneys’ fees. Subject to the provisions of Section 902(iii) hereof, the Issuer shall, to the extent not paid by the Manager, indemnify the Indenture Trustee and each of its officers, directors and employees for, and hold them harmless against, (i) any loss, liability, damage claim or expense (including attorneys’ fees and expenses) incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself both individually and in its representative capacity against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and (ii) any loss, liability or expense directly or indirectly incurred as a result of any penalty or other cost imposed by the Internal Revenue Service or other taxing authority (the amounts described in clauses (i) and (ii) collectively, the “Indenture Trustee Indemnified Amounts”).

          The obligations of the Issuer under this Section 905 to compensate the Indenture Trustee, to pay or reimburse the Indenture Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Indenture Trustee shall constitute Outstanding Obligations hereunder and shall survive the resignation or removal of the Indenture Trustee and the satisfaction and discharge of this Indenture.

          When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 801(xi) or Section 801(xii), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.

          Section 906 Eligibility Requirements for the Indenture Trustee. The Indenture Trustee hereunder shall at all times be a national banking association or a corporation, organized and doing business under the laws of the United States of America or any State, and authorized under such laws to exercise corporate trust powers. In addition, the Indenture Trustee or its parent corporation shall at all times (i) have a combined capital and surplus of at least $250,000,000, (ii) be subject to supervision or examination by Federal or state authority and (iii) have a long-term unsecured senior debt rating of “A-2” or better by Moody’s Investors Service, Inc. and a long-term unsecured senior debt rating of “A” by Standard & Poor’s Rating Services and short-term unsecured senior debt rating of “P-1” or better by Moody’s Investors Service, Inc. and a short-term unsecured senior debt rating of “A-2” by Standard & Poor’s Rating Services. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then, for the purposes of this Section 906, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee shall resign promptly in the manner and with the effect specified in Section 907 hereof.

          Section 907 Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Issuer, the Manager, the Deal Agent, each Series Enhancer, each Interest Rate Hedge Provider and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which original instrument shall be delivered to the resigning Indenture Trustee and the successor Indenture Trustee. A copy of the instrument shall also be delivered to the Deal Agent. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor trustee, which successor trustee shall meet the eligibility standards set

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forth in Section 906.

          If, at any time, the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 906 hereof and shall fail to resign after written request therefor by the Issuer, any Control Party or the Manager, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer shall remove the Indenture Trustee and appoint a successor Indenture Trustee by written instrument, in duplicate, one copy of which original instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor Indenture Trustee.

          Any resignation or removal of the Indenture Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon, and only upon, acceptance of appointment by the successor trustee as provided in Section 908 hereof.

          Section 908 Successor Indenture Trustee. Any successor Indenture Trustee appointed as provided in Section 907 hereof shall execute, acknowledge and deliver to the Issuer and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as the Indenture Trustee herein. The predecessor Indenture Trustee shall upon payment of all charges due it, its agents and counsel deliver to the successor Indenture Trustee all documents relating to the Collateral, if any, delivered to it, together with any amount remaining in the Trust Account, and any other Series Accounts. In addition, the predecessor Indenture Trustee and, upon request of the successor Indenture Trustee, the Issuer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Indenture Trustee all such rights, powers, duties and obligations.

          No successor Indenture Trustee shall accept appointment as provided in this Section 908 unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the provisions of Section 906 hereof and the Requisite Global Majority has not objected to such appointment within ten (10) days.

          Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 908, the Issuer shall mail notice of the succession of such Indenture Trustee hereunder to each Interest Rate Hedge Provider and to all Noteholders at their addresses as shown in the registration books maintained by the Indenture Trustee. If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer.

          Section 909 Merger or Consolidation of the Indenture Trustee. Any entity into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any entity succeeding to the business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such entity shall be eligible under the provisions of Section 906 hereof, without the execution or filing of any paper, deed or conveyance or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

          Section 910 Separate Indenture Trustees, Co-Indenture Trustees and Custodians. If the Indenture Trustee is not capable of acting outside the United States, it shall have the power from time to time to appoint one or more Persons or corporations to act either as co-trustees jointly with the Indenture Trustee, or as separate trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any of the Collateral, when such separate trustee or co-trustee is necessary or advisable under any Applicable Laws or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any applicable jurisdiction. The separate trustees, co-trustees, or custodians so appointed shall be trustees, co-trustees, or custodians for the benefit of all Noteholders and each Interest Rate Hedge Provider, and shall have such powers, rights and remedies as shall be specified in the instrument of appointment; provided, however, that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Indenture Trustee. The Issuer shall

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join in any such appointment, but such joining shall not be necessary for the effectiveness of such appointment.

          Every separate trustee, co-trustee and custodian shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

          (i) all powers, duties, obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Indenture Trustee;

          (ii) all other rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee, co-trustee, or custodian jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee, co-trustee or custodian;

          (iii) no trustee or custodian hereunder shall be personally liable by reason of any act or omission of any other trustee or custodian hereunder; and

          (iv) the Issuer or the Indenture Trustee may at any time accept the resignation of or remove any separate trustee, co-trustee or custodian so appointed by it or them if such resignation or removal does not violate the other terms of this Indenture.

          Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee, co-trustee, or custodian shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be furnished to the Indenture Trustee and each Series Enhancer.

          Any separate trustee, co-trustee or custodian may, at any time, constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee, co-trustee, or custodian shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee or custodian.

          No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms of eligibility as successor trustee under Section 906 hereof and no notice to Noteholders of the appointment thereof shall be required under Section 908 hereof.

          The Indenture Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Indenture Trustee’s obligations hereunder.

          Section 911 Representations and Warranties. The Indenture Trustee hereby represents and warrants as of the date of issuance of each Series that:

          (a) Organization and Good Standing. The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, and has the power to own its assets and to transact the business in which it is presently engaged;

          (b) Authorization. The Indenture Trustee has the power, authority and legal right to execute, deliver and perform this Indenture and each Supplement and to authenticate the Notes, and the execution, delivery

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and performance of this Indenture and each Supplement and the authentication of the Notes has been duly authorized by the Indenture Trustee by all necessary corporate action;

          (c) Binding Obligations. This Indenture and each Supplement, assuming due authorization, execution and delivery by the Issuer, constitutes the legal, valid and binding obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and the rights of trust companies in particular and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether in a proceeding at law or in equity;

          (d) No Violation. The performance by the Indenture Trustee of its obligations under this Indenture and each Supplement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the charter documents or bylaws of the Indenture Trustee;

          (e) No Proceedings. There are no proceedings or investigations to which the Indenture Trustee is a party pending, or, to the knowledge of the Indenture Trustee without independent investigation, threatened, before any court, regulatory body, administrative agency or other tribunal or Governmental Authority (A) asserting the invalidity of this Indenture or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture or the Notes;

          (f) Approvals. Neither the execution or delivery by the Indenture Trustee of this Indenture nor the consummation of the transactions by the Indenture Trustee contemplated hereby requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any Governmental Authority under any existing federal or State of Minnesota law governing the banking or trust powers of the Indenture Trustee;

          (g) Control of Indenture Trustee. The Indenture Trustee is not directly or indirectly controlled by any Exterran Affiliate or any of its Affiliates. The Indenture Trustee will promptly notify the Issuer, each Series Enhancer, each Interest Rate Hedge Provider, the Deal Agent and the Contributors if at any time it becomes controlled by any Exterran Affiliate or any of its Affiliates;

          (h) Knowledge of Adverse Claims. Wells Fargo Bank, National Association does not have any knowledge of adverse claim with respect to the Collateral in which the security interest is being granted;

          (i) No Conflict; Legal Compliance. The execution, delivery and performance of this Indenture and each of the Supplements will not: (a) contravene any provision of the Indenture Trustee’s Organizational Documents; (b) contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that could result in a Material Adverse Change; or (c) violate or result in the breach of, or constitute (with or without Notice, lapse of time or both) a default under this Indenture, the Related Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which the Indenture Trustee is a party or by which the Indenture Trustee, or its property and assets, may be bound or affected that could result in a Material Adverse Change or result in a Lien on any Collateral other than Permitted Encumbrances. The Indenture Trustee is not in violation or breach of or default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party that could result in a Material Adverse Change; and

          (j) Compliance with Law. The Indenture Trustee:

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          (i) is not in violation of (1) any laws, ordinances, governmental rules or regulations, or (2) court orders to which it is subject, the violation of either of which could reasonably be expected to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under and comply with the terms of this Indenture or any of the Supplements or other Related Documents to which it is a party;

          (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property or the conduct of its business including, without limitation, with respect to transactions contemplated by this Indenture and any of the Supplements or other Related Documents to which it is a party; and

          (iii) is not in violation in any respect of any term of any agreement, certificate of formation, by law, or any instrument to which it is a party or by which it may be bound, which violation could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Indenture Trustee, or the interests of the Noteholders, any Series Enhancer or Eligible Interest Rate Hedge Counterparty in any Collateral.

          Section 912 Indenture Trustee Offices. The Indenture Trustee shall maintain in the State of Minnesota an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange, which office shall initially be located at MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 and shall promptly notify the Issuer, the Manager, the Noteholders and each Interest Rate Hedge Provider of any change of such location.

          Section 913 Notice of Event of Default. If a Corporate Trust Officer of the Indenture Trustee shall have actual knowledge that an Event of Default with respect to any Series shall have occurred and be continuing, the Indenture Trustee shall promptly (but in any event within five (5) Business Days) give written notice thereof to each Noteholder, each Interest Rate Hedge Provider, each Rating Agency and each Series Enhancer of such Series. For all purposes of this Indenture, in the absence of actual knowledge by a Corporate Trust Officer of the Indenture Trustee, the Indenture Trustee shall not be deemed to have actual knowledge of any Event of Default unless notified in writing thereof by the Issuer, the Contributor, the Manager, any Series Enhancer or any Noteholder, and such notice references the applicable Series of Notes generally, the Issuer, this Indenture or the applicable Supplement.

          Section 914 Indenture Trustee’s Application for Instructions from the Issuer. Any application by the Indenture Trustee for written instructions from the Issuer may, at the option of the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the Indenture Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Indenture Trustee shall not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any officer of the Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Indenture Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

          Section 915 Indenture Trustee’s Duties — Monthly Tape. (a) Pursuant to the Management Agreement, the Manager is required to deliver to the Indenture Trustee and the Indenture Trustee hereby consents to accept, on each Determination Date, the Monthly Tape, which Monthly Tape shall contain each User’s name, address, telephone number, location of Owner Compressor(s), monthly revenue rate, maintenance information and other pertinent terms and conditions of the User Contract; provided, however, that the Monthly Tape is in a format to be agreed upon by the Manager and the Indenture Trustee. The Indenture Trustee shall notify the Issuer, the Manager, the Deal Agent, each Interest Rate Hedge Provider and each Series Enhancer in writing of any material inconsistencies between the related Manager Report and the Monthly Tape and of any information that is missing from such Manager Report and shall confirm conformity of actual Manager remittances to such Manager Report.

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          (b) If the Manager disagrees with the computations provided under paragraph (a) above by the Indenture Trustee or if the Manager has not reconciled such discrepancy, the Indenture Trustee agrees to confer with the Manager to resolve such disagreement on or prior to the next succeeding Determination Date and shall settle such discrepancy with the Manager, and notify the Deal Agent and any Series Enhancer of the resolution thereof. The Manager hereby agrees to cooperate, at its own expense, with the Indenture Trustee in reconciling any discrepancies herein. If, within thirty (30) days of notice to the Manager, each Series Enhancer, each Interest Rate Hedge Provider, the Deal Agent and the Indenture Trustee, such discrepancy is not resolved, the Indenture Trustee shall promptly notify the Deal Agent, the Issuer, each Interest Rate Hedge Provider and each Series Enhancer of such discrepancy. Following receipt of such notice from the Indenture Trustee, the Manager shall deliver to the Rating Agencies, the Noteholders, each Series Enhancer, each Interest Rate Hedge Provider and the Indenture Trustee no later than the related Payment Date a certificate describing the nature and cause of such discrepancies and the Manager shall hire independent accountants (who may also provide other services to the Manager), at Manager’s expense, to examine the Manager Report and attempt to reconcile discrepancies at the earliest possible date. The result, if any, of such reconciliation shall be reflected in the Manager Report for the next succeeding Determination Date.

     Other than the duties specifically set forth in this Indenture, the Indenture Trustee shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Manager. The Indenture Trustee shall have no liability for any actions taken or omitted by the Manager. The duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee.

ARTICLE X

SUPPLEMENTAL INDENTURES; AMENDMENTS

          Section 1001 Supplemental Indentures Not Requiring Consent of Holders. (a) Without the consent of any Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Indenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (viii) below, the Issuer, the Indenture Trustee and the Exterran ABS Lessor, at any time and from time to time, may enter into an amendment hereto or into one or more Supplements in form satisfactory to the Indenture Trustee, for any of the following purposes:

          (i) to add to the covenants of the Issuer and/or the Exterran ABS Lessor in this Indenture for the benefit of the Holders of all Series then Outstanding or any Series Enhancer, or to surrender any right or power conferred upon the Issuer in this Indenture;

          (ii) to cure any ambiguity or to correct or supplement any provision in this Indenture which is inconsistent with any other provision in this Indenture;

          (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture;

          (iv) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Notes, as herein set forth, or additional conditions, limitations and restrictions thereafter to be observed by the Issuer;

          (v) to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee;

          (vi) to evidence the succession of the Indenture Trustee pursuant to Article IX;

          (vii) to add any additional Events of Default; or

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          (viii) to issue any additional Series of Notes in accordance with the provisions of Section 1006 hereof.

If the terms of any such Supplement or amendment contemplated by this Section 1001 adversely affects the rights, duties or interests of any Interest Rate Hedge Provider or any Series Enhancer, then each such Interest Rate Hedge Provider or Series Enhancer, as the case may be, must receive a copy of such proposed Supplement or amendment from the Issuer and also issue its prior written consent to such Supplement or amendment.

          (b) Promptly after the execution by the Issuer, the Indenture Trustee and the Exterran ABS Lessor of any amendment or Supplement pursuant to this Section 1001, the Issuer shall mail to the Holders of all Notes then Outstanding, each Rating Agency, each Interest Rate Hedge Provider and each Series Enhancer, a notice setting forth in general terms the substance of such amendment or Supplement, together with a copy of the text of such amendment or Supplement. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or Supplement.

          Section 1002 Supplemental Amendment (Not Creating a New Series) with Consent of Holders. (a) The Issuer, the Indenture Trustee and the Exterran ABS Lessor may, with the consent of the Requisite Global Majority, enter into an amendment or a Supplement hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture (to the extent such subject matter is not addressed in Section 1001 or Section 1006 hereof); provided, however, that no such amendment or Supplement shall amend or modify the terms of any Supplement related to a particular Series (i.e., the Supplement establishing the Principal Terms of such Series) without the consent of the Control Party for such Series; and provided, further, that (1) no such amendment or Supplement shall, without the consent of the Holder of each Outstanding Note affected thereby:

          (i) extend the due date for the payment of any principal of, or reduce the principal amount of, or reduce any scheduled repayment of the principal balance of, any Note or reduce the rate of interest payable thereon, change the priority of any such principal or interest payments pursuant to this Indenture or any Supplement, or the date on which, or the place of payment where, any such payment is to be made;

          (ii) change the coin or currency in which the principal balance of any Note or the interest thereon is payable;

          (iii) impair the right to institute suit for the enforcement of (A) any interest payment on any Payment Date or (B) the principal balance of any Note on or after the Legal Final Maturity Date thereof;

          (iv) reduce the percentage of Outstanding Notes (or the commitments of the Noteholders) required for (a) the consent of any Supplement to this Indenture, (b) the consent required for any waiver of compliance with certain provisions of this Indenture or Events of Default hereunder and their consequences as provided for in this Indenture or (c) the consent required to waive any payment default on the Notes;

          (v) modify any of the provisions of this Section 1002 except to increase any percentage provided herein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

          (vi) modify or alter the definition of the terms “Advance Rate”, “Existing Commitment”, “Initial Commitment”, “Minimum Principal Payment Amount”, “Outstanding”, “Requisite Global Majority” or “Scheduled Principal Payment Amount”;

          (vii) impair or adversely affect the Collateral or reduce the scope of the definition of “Collateral”, in each case except as otherwise permitted herein;

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          (viii) permit the creation of any Lien ranking prior to, or on a parity with, the Lien of this Indenture with respect to any part of the Collateral, or terminate or release the Lien of this Indenture on any Collateral (except to the extent authorized by the terms of this Indenture); or

          (ix) amend Section 209 hereof or change in any manner the calculation of the Requisite Global Majority or any other calculation made for purposes of determining the number of Series Enhancers or Control Parties required to vote or consent with respect to any matter; and

(2) no such amendment or Supplement shall, without the consent of each Control Party for each Series of Notes:

          (i) modify or alter the definition of the terms “Asset Base”, “Debt Limit”, “Eligible Compressor”, “Eligible Contract”, “Free Cash Flow Limit”, “Free Cash Flow Event”, “Minimum Principal Payment Amount”, “Net Revenue”, “Net Revenue Event”, “Net Revenue Limit”, “Supplemental Principal Payment Amount”, “Trigger Event” or “Undercollateralization Event”; or

          (ii) modify or alter the provisions of Section 301, 302, 702 or 1006 of this Indenture or any defined terms used in or related to any of the foregoing Sections.

If the terms of any such Supplement or amendment contemplated by this Section 1002 materially and adversely affect the rights, duties or interests of any Interest Rate Hedge Provider or any Series Enhancer, then each such Interest Rate Hedge Provider or Series Enhancer must receive a copy of such proposed Supplement or amendment from the Issuer and also issue its prior written consent to such Supplement or amendment.

          (b) Promptly after the execution by the Issuer, the Exterran ABS Lessor and the Indenture Trustee of any amendment or Supplement pursuant to this Section 1002, the Issuer shall mail to the Holders of Notes then Outstanding, each Rating Agency, each Series Enhancer and each Interest Rate Hedge Provider related to such Series, a notice setting forth in general terms the substance of such amendment or Supplement, together with a copy of the text of such amendment or Supplement. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or Supplement.

          Section 1003 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, a Supplement permitted by this Article or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

          Section 1004 Effect of Supplemental Indentures. Upon the execution of any Supplement under this Article, this Indenture shall be modified in accordance therewith, and such Supplement shall form a part of this Indenture for all purposes, and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

          Section 1005 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any Supplement pursuant to this Article may, and shall if required by the Issuer, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such Supplement. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee, may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

          Section 1006 Issuance of Series of Notes. (a) The Issuer and the Exterran ABS Lessor may from time to time direct the Indenture Trustee in writing to execute and authenticate one or more Series of Notes (each, a “Series”).

          (b) On or before the Series Issuance Date relating to any Series, the Issuer and the Indenture Trustee, and, if required pursuant to the terms of the Lease, the Exterran ABS Lessor will execute and deliver a

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Supplement which will specify the Principal Terms of such Series. The terms of such Supplement may modify or amend the terms of this Indenture solely as applied to such Series and, with the consent of the Control Party (and, if such Control Party is not the Series Enhancer for such Series, the Series Enhancer) for each other Series of Notes then Outstanding, may amend this Indenture as applicable to such other Series; provided that, any such amendment to this Indenture satisfies all applicable provisions of Section 1002 hereof. The Issuer’s right to direct the Indenture Trustee, and the obligation of the Indenture Trustee to authenticate, execute and deliver the Notes of such Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:

          (i) except for any Supplements executed on the Closing Date, on or before the tenth Business Day immediately preceding the Series Issuance Date (unless the parties to be notified agree to a shorter notice period), the Issuer shall have given the Indenture Trustee, the Manager, each Interest Rate Hedge Provider, the Deal Agent, each Rating Agency (and, if such additional Series is to be registered pursuant to the Securities Act, all Rating Agencies that have rated any prior Series) and each Series Enhancer notice of the Series and the Series Issuance Date;

          (ii) the Issuer shall have delivered to the Indenture Trustee the related Supplement, in form satisfactory to the Indenture Trustee, executed by the Issuer;

          (iii) if applicable, the Issuer shall have delivered to the Indenture Trustee an executed Enhancement Agreement with respect to such Series of Notes;

          (iv) if any Series of Notes then Outstanding has been assigned a rating by one or more Rating Agencies, the Rating Agency Condition(s) shall have been satisfied with respect to each such Series of Notes;

          (v) the Issuer shall have delivered to the Indenture Trustee, each Rating Agency, each Interest Rate Hedge Provider, each Series Enhancer and, if required, any Noteholder, any Opinions of Counsel required by the related Supplement, including without limitation with respect to true sale, enforceability, non-consolidation and security interest perfection issues;

          (vi) no Trigger Event or Prospective Trigger Event has occurred and is then continuing or would result from the issuance of such additional Series of Notes and the representations and warranties of the Issuer set forth in this Indenture or in any other Related Document shall be true and correct both before and immediately after the issuance of such additional Series of Notes and the Issuer shall have delivered to the Indenture Trustee and each Series Enhancer an Officer’s Certificate with respect to the matters described in this clause (iv);

          (vii) such other conditions as shall be specified in the related Supplement;

          (viii) the Issuer shall have delivered to the Indenture Trustee, each Rating Agency and each Series Enhancer, two (2) Appraisals of the Owner Compressors (including any Compressors to be acquired by the Issuer with the proceeds of such Series), which Appraisal shall be dated not more than one hundred eighty (180) days prior to the proposed Series Issuance Date; provided, however, that for the first Series Issuance Date, such Appraisals shall be due no later than January 31, 2008;

          (ix) the Aggregate Appraised Value shall be equal to, or greater than, the then Aggregate Note Principal Balance, calculated giving effect to the issuance of such Notes;

          (x) such additional Series of Notes shall consist of only one Class of Notes;

          (xi) the principal balance of, and accrued interest on, such additional Series of Notes shall be denominated and payable in Dollars;

          (xii) EI shall be the Manager on the Series Issuance Date of such additional Series of Notes;

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          (xiii) the interest rate per annum payable with respect to the principal balance of such additional Series of Notes shall be either a fixed annual percentage rate or a floating rate of interest based on a benchmark interest rate commonly utilized in commercial banking transactions;

          (xiv) the Issuer will, not later than thirty (30) days after the Series Issuance Date, enter into one or more Interest Rate Swap Agreements such that, after giving effect to the issuance of such additional Series of Notes, the Issuer will be in compliance with the Hedging Requirements, and the Issuer shall have delivered copies of such executed Interest Rate Swap Agreements (if any) to the Indenture Trustee;

          (xv) such other conditions as shall be specified in any Series of Notes Outstanding immediately prior to the issuance of such additional Series of Notes; and

          (xvi) the Issuer shall have delivered to the Indenture Trustee and each Series Enhancer for each Series of Notes then Outstanding an Officer’s Certificate that all of the conditions specified in clauses (i) through (xv) above have been satisfied.

Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Supplement for such Series and authenticate, execute and deliver the Notes of such Series.

ARTICLE XI

HOLDERS LISTS

          Section 1101 Indenture Trustee to Furnish Issuer Names and Addresses of Holders. Unless otherwise provided in the related Supplement, the Indenture Trustee will furnish or cause to be furnished to the Issuer (i) not more than ten (10) days after receipt of a request from the Issuer, a list, in such form as the Issuer may reasonably require, of the names, addresses and tax identification numbers of the Holders of Notes as of such date, and (ii) at such other times as the Issuer may request in writing, within thirty (30) days after the receipt by the Indenture Trustee of any such request, a list of similar form and content as of a date not more than fifteen (15) days prior to the time such list is furnished.

          Section 1102 Preservation of Information; Communications to Holders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Issuer as provided in Section 1101 and the names and addresses of Holders received by the Note Registrar. The Issuer may destroy any list furnished to it as provided in Section 1101 upon receipt of a new list so furnished.

ARTICLE XII

MISCELLANEOUS PROVISIONS

          Section 1201 Compliance Certificates and Opinions. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture or any Supplement, the Issuer shall furnish to the Indenture Trustee a certificate stating that all conditions precedent, if any, provided for in this Indenture and any relevant Supplement relating to the proposed action have been complied with and, if deemed reasonably necessary by the Indenture Trustee or if required pursuant to the terms of this Indenture, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

          (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

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          (i) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether such covenant or condition has been complied with; and

          (ii) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

          Section 1202 Form of Documents Delivered to Indenture Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

          (b) Any certificate or opinion may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.

          (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

          Section 1203 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Supplement to be given or taken by Holders may be (i) embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing, (ii) evidenced by the written consent or direction of Holders of the specified percentage of the principal amount of the Notes, or (iii) evidenced by a combination of such instrument or instruments; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments and record are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1203.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

          (c) The ownership of Notes shall be proved by the Note Register.

          (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

          Section 1204 Inspection. The Requisite Global Majority shall have the right to inspect the Owner Compressors, the receivables aging system and all books, records, reports, User Contracts, insurance policies, and other documents relating to the Owner Compressors or the User Contracts all in the format which the Manager uses for the Exterran Compressors. Such inspections shall (a) be conducted upon reasonable request and notice to the Issuer and the Manager, (b) be conducted during normal business hours, (c) be subject to the Manager’s customary security procedures and the execution of reasonable and customary confidentiality agreements and (d) not

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unreasonably disrupt the Issuer’s and/or the Manager’s business. The Series Enhancers and the Deal Agent each acknowledge that the Manager for purposes of any such inspection shall grant the Requisite Global Majority and their respective agents (including certified public accountants, auditors and Eligible Appraisers) access to the Manager’s computer systems (including the receivables aging system) and data relating solely to the Owner Compressors and User Contracts contained therein. The Requisite Global Majority (and their respective agents) shall each have the right to (i) one such inspection per calendar year (and an additional inspection by any Series Enhancer in connection with any refinancing involving such Series Enhancer), at the cost and expense (including the legal and accounting fees incurred by the Control Party and Deal Agent) of the Manager and (ii) one additional inspection at their own cost and expense, unless a Trigger Event shall have occurred and be continuing, in which case, the Requisite Global Majority (and their agents) shall have the right to such inspection any number of times and each time the costs and expenses shall be borne by the Manager. The Requisite Global Majority (and their agents, including certified public accountants, auditors and Eligible Appraisers) shall also have the right to inspect the receivables aging system within ninety (90) days of the Closing Date, at the cost and expense of the Manager. The access and examination shall be made on the same date or dates as agreed by the Requisite Global Majority.

          Section 1205 Limitation of Rights. Except as expressly set forth in this Indenture, this Indenture shall be binding upon the Issuer, the Noteholders and their respective successors and permitted assigns and shall not inure to the benefit of any Person other than the parties hereto, the Noteholders and the Manager as provided herein. Notwithstanding the previous sentence, the parties hereto and each Noteholder (by its acceptance of a Note) acknowledge that each Series Enhancer for a Series of Notes and each Interest Rate Hedge Provider is an express third party beneficiary hereof entitled to enforce its rights hereunder as if actually a party hereto.

          Section 1206 Severability. If any provision of this Indenture is held to be in conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for any reason whatsoever, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

          The invalidity of any one or more phrases, sentences, clauses or Sections of this Indenture shall not affect the remaining portions of this Indenture, or any part thereof.

          Section 1207 Notices. All demands, notices and communications hereunder shall be made in writing, personally delivered, or by facsimile (with subsequent telephone confirmation of receipt thereof), or sent by internationally recognized overnight courier service, (a) in the case of the Indenture Trustee, at the following address: MAC N9311-161 Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Asset-Backed Administration (b) in the case of the Issuer and the Exterran ABS Lessor, at the following address: 4444 Brittmoore Road, Houston, Texas 77041, Attention: General Counsel, (c) in the case of each Rating Agency, at its address set forth in the related Supplement, (d) in the case of any Series Enhancer, at its address set forth in the related Enhancement Agreement, and (e) in the case of any Interest Rate Hedge Provider, at its address set forth in the related Interest Rate Swap Agreement or at other such address as shall be designated by such party in a written notice to the other parties. Any notice required or permitted to be given to a Noteholder shall be given by certified first class mail, postage prepaid (return receipt requested), courier, or facsimile, with subsequent telephone confirmation of receipt thereof, in each case at the address of such Holder as shown in the Note Register or to the telephone and fax number furnished by such Noteholder. Notice shall be effective and deemed received (a) two (2) days after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by facsimile, or (c) when delivered, if delivered by hand. Any rights to notices conveyed to a Rating Agency pursuant to the terms of this Indenture with respect to any Series or Class shall terminate immediately if such Rating Agency no longer has a rating outstanding with respect to such Series or Class.

          Section 1208 Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE ISSUER ARISING OUT OF OR RELATING TO THIS INDENTURE, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, STATE OF NEW YORK AND THE ISSUER HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS INDENTURE, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE

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JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE ISSUER HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS OR SIMILAR COURIER SERVICE AT THE ADDRESS AT WHICH NOTICES ARE TO BE GIVEN, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE VALID SERVICE UPON SUCH PARTY AND ITS SUCCESSORS AND ASSIGNS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 1208 SHALL AFFECT THE RIGHT OF ANY SUCH PARTY OR ITS SUCCESSORS AND ASSIGNS TO SERVICE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

          Section 1209 Captions. The captions or headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Indenture.

          Section 1210 Governing Law. THIS INDENTURE SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW, THAT WOULD RESULT IN APPLICATION OF LAWS OTHER THAN NEW YORK, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          Section 1211 No Petition. The Indenture Trustee, on its own behalf, hereby covenants and agrees, and each Noteholder by its acquisition of a Note shall be deemed to covenant and agree, that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law, at any time other than on a date which is at least one year and one day after the last date on which any Note of any Series was Outstanding. The provisions of this Section 1211 shall survive the repayment of all Notes and any termination of this Indenture.

          Section 1212 Counterparts. This Indenture may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Indenture by signing and delivering one or more counterparts. A facsimile counterpart shall be effective as an original.

          Section 1213 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

          Section 1214 Waiver of Immunity. To the extent that any party hereto or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent court, from service of process, from execution of a judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution prior to judgment, or other legal process in any jurisdiction, such party, for itself and its successors and assigns and its property, does hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Indenture, the other Related Documents or the subject matter hereof or thereof, subject, in each case, to the provisions of the Related Documents and mandatory requirements of Applicable Law.

          Section 1215 Judgment Currency. The parties hereto (A) acknowledge that the matters contemplated by this Indenture are part of an international financing transaction and (B) hereby agree that (i) specification and payment of Dollars is of the essence, (ii) Dollars shall be the currency of account in the case of all obligations under the Related Documents unless otherwise expressly provided herein or therein, (iii) the payment obligations of the parties under the Related Documents shall not be discharged by an amount paid in a currency or in a place other than that specified with respect to such obligations, whether pursuant to a judgment or otherwise, except to the extent actually received by the Person entitled thereto and converted into Dollars by such Person (it being understood and agreed that, if any transaction party shall so receive an amount in a currency other than

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Dollars, it shall (A) if it is not the Person entitled to receive payment, promptly return the same (in the currency in which received) to the Person from whom it was received or (B) if it is the Person entitled to receive payment, either, in its sole discretion, (x) promptly return the same (in the currency in which received) to the Person from whom it was received or (y) subject to reasonable commercial practices, promptly cause the conversion of the same into Dollars), (iv) to the extent that the amount so paid on prompt conversion to Dollars under normal commercial practices does not yield the requisite amount of Dollars, the obligee of such payment shall have a separate cause of action against the party obligated to make the relevant payment for the additional amount necessary to yield the amount due and owing under the Related Documents, (v) if, for the purpose of obtaining a judgment in any court with respect to any obligation under any of the Related Documents, it shall be necessary to convert to any other currency any amount in Dollars due thereunder and a change shall occur between the rate of exchange applied in making such conversion and the rate of exchange prevailing on the date of payment of such judgment, the obligor in respect of such obligation will pay such additional amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the amount in such other currency which, when converted into Dollars and transferred to New York City, New York, in accordance with normal banking procedures, will result in realization of the amount then due in Dollars and (vi) any amount due under this paragraph shall be due as a separate debt and shall not be affected by or merged into any judgment being obtained for any other sum due under or in respect of the Related Documents. In no event, however, shall the respective judgment debtor be required to pay a larger amount in such other currency, at the rate of exchange in effect on the date of payment than the amount of Dollars stated to be due under the respective Related Document, so that in any event the obligations of the respective judgment debtor under the Related Document will be effectively maintained as Dollar obligations.

          Section 1216 Assignment of Rights of a Series Enhancer. All of the rights and privileges (but none of the duties or obligations) granted to the Series Enhancer of a Series of Notes hereunder or under the Related Documents shall vest in the Control Party for such Series of Notes so long as (i) such Series of Notes does not have the benefit of an Enhancement Agreement or (ii) if such Series of Notes has the benefit of an Enhancement Agreement, a Series Enhancer Default has occurred and is continuing with respect to such Enhancement Agreement.

          Section 1217 Limitation on Payment. Any amounts payable by the Issuer hereunder are contingent upon the availability of funds to make each payment in accordance with the provisions hereof and, to the extent such funds are not available, shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer.

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82

          IN WITNESS WHEREOF, the Issuer, the Exterran ABS Lessor and the Indenture Trustee have caused this Indenture to be duly executed and delivered by their respective officers duly authorized, all as of the day and year first above written.

EXTERRAN ABS 2007 LLC
By:	/s/ J. Michael Anderson
	Name:	J. Michael Anderson
	Title:	Senior Vice President
EXTERRAN ABS LEASING 2007 LLC
By:	/s/ J. Michael Anderson
	Name:	J. Michael Anderson
	Title:	Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Indenture Trustee
By:	/s/ Melissa Philibert
	Name:	Melissa Philibert
	Title:	Vice President

Exhibit A
to Indenture

FORM OF INVESTMENT LETTER

Wells Fargo Bank, National Association
as Indenture Trustee
Sixth Street and Marquette Avenue
MAC N9311 — 161
Minneapolis, MN 55479
Attention: Corporate Trust Services — Asset-Backed Administration

Ladies and Gentlemen:

We are delivering this letter in connection with the transfer of $        of the Series                      Secured Notes (the “Notes”) issued pursuant to the                      Supplement, dated as of                     , between Exterran ABS 2007 LLC (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture Trustee”) to the Indenture, dated as of August 20, 2007, between the Issuer and the Indenture Trustee. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Series                      Supplement.

We hereby confirm that:

          (i) we are an institutional accredited investor (an “Institutional Accredited Investor”), within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”);

          (ii) we are purchasing the Notes for our own account or for the account of one or more other Institutional Accredited Investors;

          (iii) we are taking delivery of Notes in an amount of at least $250,000 for our own account or for each separate account for which we are acting;

          (iv) we have such knowledge and experience in financial and business matters, we are capable of evaluating the merits and risks of purchasing Notes and we, or the account for which we are purchasing Notes, can bear the economic risks of investing in the Notes for an indefinite period of time;

          (v) we are acquiring the Notes for investment and not with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; provided that, the disposition of our property and the property of any accounts for which we are acting as fiduciary shall remain at all times within our control;

          (vi) we represent to the Initial Purchaser, the Manager, the Issuer and the Indenture Trustee that either (1) we are not acquiring the Notes with the assets of an employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or a plan within the meaning of Section 4975 of the Internal Revenue Code of 1986 (“Code”); or (2) the acquisition and holding of the Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code; and

          (vii) we are not a Competitor of the Issuer, Exterran or any affiliate of such parties and we understand that the Offered Notes are contractually restricted from being transferred to any Competitors of such parties.

     We understand that the Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on

our own behalf and on behalf of each account for which we acquire any Notes, that such Notes may be resold, pledged or transferred only (i) in a transaction meeting the requirements of Rule 144A (“Rule 144A”) under the Securities Act, to a person that we reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A), 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, or (ii) to a person that (A) is an Institutional Accredited Investor, is taking delivery of such Notes in an amount of at least $250,000 and delivers a letter to you, in substantially the form of this letter, or (B) is taking delivery of such Notes 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 transferor of such Note (the “Transferor”), which opinion and counsel must be satisfactory to the Indenture Trustee and the Transferor.

     We understand that the Indenture Trustee and the Note Registrar will not be required to accept for registration or transfer any Notes, except upon presentation of evidence satisfactory to the Indenture Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Notes will bear a legend substantially to the following effect:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY 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 pursuant to the provisions of Section 304 of the Indenture, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”), among the Secured Party and the Debtor. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in Appendix A to the Indenture and the rules of construction set forth in such Appendix A shall apply to this Agreement. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

     Section 1. Establishment of Securities Accounts. The Securities Intermediary hereby confirms and agrees that:

     (a) The Securities Intermediary has established three (3) accounts described below, each in the name “Wells Fargo Bank, National Association, as Indenture Trustee” and maintained in the State of Minnesota (each such account and any successor account, a “Securities Account”). The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Secured Party:

(i) Trust Account, an account numbered 22469401;

(ii) Purchase Account, an account numbered 22469402; and

(iii) Series 2007-1 Series Account, an account numbered 22469403.

     (b) All securities or other property underlying any financial assets credited to each Securities Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to any Securities Account be registered in the name of the Indenture Trustee, payable to the order of such Indenture Trustee or specially endorsed to such Indenture Trustee except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank;

     (c) All property delivered to the Securities Intermediary shall be promptly credited to each Securities Account; and

     (d) Each Securities Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Indenture Trustee as entitled to exercise the rights that comprise any financial asset credited to the account.

     Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to each Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

     Section 3. Entitlement Orders. If at any time the Securities Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) from the Secured Party directing transfer or redemption of any financial asset relating to any Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person.

     Section 4. Subordination of Lien, Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any Securities Account

or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest created by the Indenture and Section 10 hereof. The financial assets and other items deposited to any Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than as created pursuant to the Indenture.

     Section 5. Choice of Law. This Agreement and each Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the Securities Intermediary’s jurisdiction.

     Section 6. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into with respect to any Securities Account, the terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right or obligation hereunder shall be binding on any party hereto unless it is in writing, signed by all of the parties hereto, and consented to in writing by the Secured Party (at the direction of the Requisite Global Majority). In addition, the Debtor shall provide written notice of the terms of any such amendment, modification or waiver contemplated pursuant to this Agreement to the Rating Agencies, at least five (5) Business Days prior to its effectiveness; and

     (c) The Securities Intermediary hereby confirms and agrees that:

(i)	Except for the Indenture, there are no other agreements entered into between the Securities Intermediary and the Debtor or any other person with respect to any Securities Account;
(ii)	It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to any Securities Account and/or any financial asset credited thereto pursuant to which it has agreed to comply with entitlement orders of such other person; and
(iii)	It has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

     Section 7. Adverse Claims. Except for the claims and interest of the Secured Party and of the Indenture Trustee in any Securities Account, the Securities Intermediary does not know of any claim to, or interest in, any Securities Account or in any financial asset credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Debtor and the Secured Party thereof.

     Section 8. Maintenance of the Securities Accounts. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain each Securities Account as follows:

     (a) Notice of Sole Control. If at any time the Secured Party delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit “A” hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to such Securities Account solely from the Secured Party without further consent by the Debtor or any other person.

     (b) Eligible Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Secured Party, the Securities Intermediary shall make all investments in accordance with the instructions of Exterran.

     (c) Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning such Securities Account and/or any financial assets credited thereto simultaneously to the Debtor and the Secured Party at the addresses referenced in Section 12 of this Agreement.

     (d) Tax Reporting. All items of income, gain, expense and loss recognized in such Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

     Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

     (a) Each Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement;

     (b) Each Securities Account constitutes a “securities account” within the meaning of Section 8-501(a) of the UCC;

     (c) The Securities Intermediary shall not change the name or the account number of any Securities Account without the prior written consent of the Secured Party;

     (d) No financial asset is or will be registered in the name of the Debtor, payable to the Debtor’s order, or specifically endorsed to the Debtor, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank;

     (e) This Agreement is the valid and legally binding obligation of the Securities Intermediary; and

     (f) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to any Securities Account and/or any financial asset credited thereto pursuant to which the Securities Intermediary has agreed to comply with entitlement orders of such person. The Securities Intermediary has not entered into any other agreement with the Debtor or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

     Section 10. Granting Clause. As security for all amounts owed under the Indenture, the Debtor hereby pledges, assigns and conveys to the Secured Party, all of its right, title and interest in and to each Securities Account and all securities, cash, investments or other financial assets now or hereafter credited thereto.

     Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Secured Party may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

     Section 12. Notices. All notices, demands, instructions and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and shall be personally delivered or sent by certified mail, postage prepaid, facsimile or overnight courier, to the intended party at the address or facsimile number of such party set forth below or at such other address or facsimile number as shall be designated by the party in a written notice to the other parties hereto given in accordance with this section. Copies of all notices, demands, instructions and other communications provided for hereunder shall be delivered to the recipients thereof at their respective addresses for notices set forth in this Agreement. All notices and communications provided for hereunder shall be effective, (a) if

personally delivered, when received, (b) if sent by certified mail, three business days after having been deposited in the mail, postage prepaid and properly addressed, (c) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means and (d) if sent by overnight courier, three business days after having been given to the courier unless sooner received by the addressee.

     Any communication, notice or demand to be given hereunder shall be duly given hereunder if given in the form and manner set forth in the Indenture and (a) if to the Secured Party, Wells Fargo Bank, National Association, MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479, telephone: (612) 667-8058, facsimile: (612) 667-3464, attention: Corporate Trust Services - - Asset-Backed Administration, (b) if to the Debtor, at Exterran ABS 2007 LLC, 4444 Brittmoore Road, Houston, Texas 77041, telephone: (713) 335-7295, facsimile: (713) 446-6720, attention: J. Michael Anderson, with a copy to Exterran at 4444 Brittmoore Road, Houston, Texas 77041, telephone: (713) 335-7295, facsimile: (713) 446-6720, attention: J. Michael Anderson and (c) if to the Securities Intermediary, at Wells Fargo Bank, National Association, MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479, telephone: (612) 667-8058, facsimile: (612) 667-3464, attention: Corporate Trust Services — Asset-Backed Administration, or, in any case, in such other form and manner or to such other address or facsimile number as shall be designated by any party hereto to each other party hereto.

     Section 13. Termination. The rights and powers granted herein to the Secured Party, granted in order to perfect its security interest in each Securities Account, are powers coupled with interest and will neither be affected by the bankruptcy of the Debtor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Secured Party in each Securities Account have been terminated pursuant to the terms of this Agreement and the Secured Party has notified the Securities Intermediary of such termination in writing. The Secured Party agrees to provide Notice of Termination in substantially the form of Exhibit “B” hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the Secured Party’s security interest in each Securities Account pursuant to the terms of this Agreement and the Indenture.

     Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

     Section 15. No Petition. The Secured Party, on its own behalf and not in its capacity as Indenture Trustee or Secured Party, hereby covenants and agrees that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Insolvency Law or any other federal or state bankruptcy or similar law, at any time other than on a date which is at least one year and one day after the last date on which any Series of Notes are Outstanding. The provisions of this Section 15 shall survive the repayment of all Notes and any termination of this Agreement.

     Section 16. Limitation on Payment. Any amounts payable by the Debtor hereunder shall be paid in accordance with the provisions hereof and shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Debtor in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Debtor in the event that such amounts are not paid in accordance with this Agreement.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

DEBTOR: EXTERRAN ABS 2007 LLC
By:
	Name:
	Title:
SECURED PARTY: WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
SECURITIES INTERMEDIARY: WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
Name:
Title:

Exhibit ”A” to Form of Control Agreement

[Letterhead of Wells Fargo Bank, National Association]

[Date]

     Re: Notice of Sole Control

Ladies and Gentlemen:

     As referenced in the Securities Account Control Agreement, dated as of August 20, 2007 (the “Agreement”), among Exterran ABS 2007 LLC (the “Debtor”), Wells Fargo Bank, National Association (the “Secured Party” or “we” or “us” or “our”) and Wells Fargo Bank, National Association (the “Securities Intermediary” or “you” or “your”) (a copy of which is attached), we hereby give you notice of our sole control over the securities accounts described below in the name “Wells Fargo Bank, National Association, as Indenture Trustee” (each of such accounts and any successor accounts, a “Securities Account”) and all financial assets credited thereto:

(i) Trust Account, an account numbered 22469401;

(ii) Purchase Account, an account numbered 22469402; and

(iii) Series 2007-1 Series Account, an account numbered 22469403.

     You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to any Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours,

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

Exhibit ”B” to Form of Control Agreement

[Letterhead of Wells Fargo Bank, National Association]

[Date]

     Re: Termination of Control Agreement

     You are hereby notified that the Securities Account Control Agreement, dated as of August 20, 2007 (the “Agreement”), among Exterran ABS 2007 LLC (the “Debtor”), Wells Fargo Bank, National Association (the “Secured Party” or “we” or “us” or “our”) and Wells Fargo Bank, National Association (the “Securities Intermediary” or “you” or “your”) (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to the following Securities Account from the Debtor:

(i) Trust Account, an account numbered 22469401;

(ii) Purchase Account, an account numbered 22469402; and

(iii) Series 2007-1 Series Account, an account numbered 22469403.

     This notice terminates any obligations you may have to the undersigned with respect to such account. However, nothing contained in this notice shall alter any obligations that you may otherwise owe to the Debtor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours,

WELLS FARGO BANK, NATIONAL
ASSOCIATION

By:

Name:

Title:

Exhibit C

OFFICER’S CERTIFICATE
pursuant to Section 404 of the Indenture

     [Exterran, Inc.][ as Manager (the “Manager”), and Exterran ABS 2007 LLC, as Issuer (the “Issuer”), each hereby certifies to Wells Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”), pursuant to Section 404 of the Indenture, dated as of August 20, 2007 (the “Indenture”), between the Indenture Trustee and the Issuer, the following: (i) the release complies with the requirements of Section 404 of the Indenture in order to release the security interest on the Owner Compressors and the Compressor Related Assets described in the Bill of Sale attached hereto and incorporated herein by reference for all purposes, and (ii) such release complies with all the provisions of the Indenture and the Related Documents.

     Executed effective as of                     , 20___.

EXTERRAN, INC., as Manager

By:

Name:

Title:

EXTERRAN ABS 2007 LLC, as Issuer

By:

Name:

Title:

Appendix A To Indenture

DEFINED TERMS

Part I. Rules of Usage and Definitions

     The following rules of usage shall apply to this Appendix A and the Related Documents (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein:

     (a) The defined terms shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender.

     (b) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of the Indenture.

     (c) [Reserved]

     (d) Except as otherwise expressly provided, references in any document to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to such document.

     (e) The headings, subheadings and table of contents used in any document are solely for convenience or reference and shall not constitute a part of any such document nor shall they affect the meaning, construction or effect of any provision thereof.

     (f) References to any Person shall include such Person, its successors and permitted assigns and transferees.

     (g) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, restated, modified, extended or supplemented from time to time in accordance with the applicable provisions thereof and of any other Related Documents applicable thereto.

     (h) Except as otherwise expressly provided, references to any law -includes any amendment or modification to such law or restatement thereof, and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor.

     (i) When used in any document, words such as “hereunder,” “hereto,” “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document (including this Appendix A to the extent incorporated or referred to therein (whether or not actually attached thereto)) and not to any particular article, section, subsection, paragraph or clause thereof.

     (j) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

     (k) For the avoidance of any doubt, with respect to any defined term included in Section 12 of the Management Agreement which is defined by reference to the Senior Secured Credit Agreement, any additional defined terms used within such definition shall have the meaning set forth in the Senior Secured Credit Agreement.

     (l) All terms used in the UCC in effect in the State of New York and not specifically defined in the Related Documents are used therein as defined in the UCC; provided, however, that references in the Related Documents to any section of the UCC shall mean, on or after the effective date of the adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

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     (m) Except as otherwise expressly provided, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

     (n) For any calculation respecting the Aggregate Depreciated Value of Owner Compressors or the Net Revenue from User Contracts, (i) no Owner Compressor or its Depreciated Value, and (ii) no User Contract or the Net Revenue therefrom, shall be excluded from such calculation more than once even if such Owner Compressor or its Depreciated Value, or the User Contract or the Net Revenue therefrom, is excludable under such calculation under more than one criterion.

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Part II. Defined Terms

     ABS Lockbox Account: One or more of the separate bank accounts established pursuant to Section 401(d) of the Indenture or Item 9 in Exhibit B to the Back-up Management Agreement and, in each case, maintained for the benefit of the Noteholders, each Interest Rate Hedge Provider and each Series Enhancer.

     Account Debtor: Any “account debtor” as defined in the UCC, including, without limitation, any Person obligated to make payments pursuant to any User Contract.

     Accounts: Any “account,” as such term is defined in Section 9-102(a)(2) of the UCC.

     Act: Any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Indenture or any Supplement to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, with a copy (or if expressly required, an original) to the Issuer and the Manager. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments.

     Additional Compressor: Each Compressor acquired by the Issuer with Compressor Reinvestment Sales Proceeds, that, on the Purchase Date on which such Compressor is acquired by the Issuer, complies with all of (i) the Purchase Criteria and (ii) the Additional Compressor Criteria.

     Additional Compressor Criteria: With respect to each purchase of one or more Compressor(s) by the Issuer with the proceeds of amounts on deposit in the Purchase Account from time to time, all of the following, as of the Purchase Date thereof:

(1)	the Additional Compressor has a Depreciated Value (or, if more than one Additional Compressor is proposed to be acquired on such date, all Additional Compressors proposed to be acquired in connection with such purchase, have an aggregate Depreciated Value) that is not less than the Depreciated Value of the Owner Compressor being replaced (or, if more than one Owner Compressor is being replaced in connection with such purchase, the aggregate Depreciated Value of all Owner Compressors being replaced in connection with such purchase);
(2)	after giving effect to the acquisition of such Additional Compressors, the Weighted Average Age of all Eligible Compressors (including the Additional Compressors) constituting the Owner Compressors does not exceed by more than five percent (5%) the Weighted Average Age of all Eligible Compressors constituting the Owner Compressors on the Closing Date, as adjusted for the increase to the Weighted Average Age resulting from aging during the period commencing on the Closing Date to the proposed Purchase Date for such Additional Compressor(s);
(3)	the monthly contract rate (net of current monthly expenses) for the Additional Compressor (or, if more than one Additional Compressor is proposed to be acquired on such date, the aggregate monthly contract rate (net of aggregate current monthly expenses) for all such Additional Compressors) is not less than the monthly contract rate (net of current monthly expenses) of the Owner Compressor being replaced (or, if more than one Additional Compressor is proposed to be replaced on such date, the aggregate monthly contract rate (net of aggregate current monthly expenses) for all such Owner Compressors being replaced);
(4)	the Excess H/P Concentration Amount and the Excess Customer Concentration Amount, calculated after giving effect to the purchase of such Additional Compressor(s), will not exceed the corresponding amounts calculated immediately prior to such purchase; and
(5)	each such Additional Compressor qualifies as an Eligible Compressor and, if such Additional Compressor is subject to a Contract on the proposed Purchase Date, such Contract qualifies as an Eligible Contract.

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     Additional Exterran Lenders: This term has the meaning set forth in Section 1 of the Intercreditor Agreement.

     Additional Insured: Has the meaning set forth in Section 5.7(b) of the Management Agreement.

     Adjusted Eurodollar Rate: With respect to any Series of Notes then Outstanding on any day during an Interest Accrual Period, the interest rate per annum set forth in the related Supplement.

     Advance Rate: Eighty percent (80%).

     Affiliate: With respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     After-Tax or After-Tax Basis: After deduction of the net amount of all Taxes actually required to be paid by any Person with respect to the receipt or accrual by it of an amount (including additional amounts received by reason of such amounts being paid on an After-Tax Basis) of such payment.

     Aggregate Appraised Value: As of any date of determination, the sum of the Appraised Values of all Owner Compressors that are then classified as Eligible Compressors.

     Aggregate Cure Limitation: As of any date of determination with respect to any Owner Compressor to be sold by the Issuer or to be replaced with a Substitute Compressor or Deemed Substitute Compressor, the aggregate maximum number of individual Owner Compressors as to which a cure of a default under Section 643, 645 or 647 of the Indenture may be effected, which maximum number shall be deemed to be exceeded if either:

(i)

the total number of Owner Compressors (including such Owner Compressor) that have been (x) sold by the Issuer or the Exterran ABS Lessor, (y) replaced with Substitute Compressors or Deemed Substitute Compressors or (z) the subject of a deposit by a Contributor into the Trust Account in connection with a breach of clause (iii) of the proviso to Section 645 of the Indenture during the twelve (12) month period ending on such date of determination exceeds the greater of (A) eight (8) and (B) a number equal to the aggregate number of Owner Compressors on such date of determination divided by two thousand eight hundred (2,800) (rounded, if not an integer, upwards to the nearest integer); or

(ii)

the total number of Owner Compressors (including such Owner Compressor) that have been (x) sold by the Issuer or the Exterran ABS Lessor, (y) replaced with Substitute Compressors or Deemed Substitute Compressors or (z) the subject of a deposit by a Contributor into the Trust Account in connection with a breach of clause (iii) of the proviso to Section 645 of the Indenture during the period from the Closing Date until the indefeasible payment in full of all Outstanding Obligations exceeds a number equal to five percent (5%) of the aggregate number of all Owner Compressors on such date of determination (rounded, if not an integer, upwards to the nearest integer).

For sake of clarity, the sale or transfer of Owner Compressors in accordance with the provisions of Section 3.03 of the Contribution Agreement are not subject to the Aggregate Cure Limitation.

     Aggregate Depreciated Value: As of any date of determination, an amount equal to the excess of (a) the sum of the Depreciated Values of all Owner Compressors on such date minus (b) the sum of the Depreciated Values of each Owner Compressor that (i) to the extent included in the amount set forth in clause (a), has been subject to a Casualty Loss and that has not been repaired within thirty (30) days after the date of such Casualty Loss or (ii) is not then an Eligible Compressor and one hundred twenty (120) days or more have passed since the earlier of the date the Manager obtains actual knowledge that an item of Equipment has become an Ineligible Compressor or the

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first date on which the Manager Report that shows, or should have shown, such Owner Compressor to be an Ineligible Compressor.

     Aggregate Five Percent Limit: As of any date of determination, an amount equal to the product of (i) five percent (5%) and (ii) the then Aggregate Depreciated Value.

     Aggregate Note Principal Balance: As of any date of determination, an amount equal to the sum of the then unpaid principal balance of all Series of Notes then Outstanding.

     Applicable Debt Margin: With respect to any Series of Notes, the increment over the Adjusted Eurodollar Rate used in the calculation of the Interest Payment on such Series of Notes, as such increment is set forth in the related Supplement.

     Applicable Law: With respect to any Person, Owner Compressor or User Contract, as the case may be, all existing laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority and judgments, decrees, injunctions, writs, or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction, applicable to such Person, Owner Compressor or User Contract, as the case may be.

     Appraisal: An appraisal prepared by an Eligible Appraiser in conformity with, and subject to, the requirements of the code of professional ethics and standards of professional conduct of the American Society of Appraisers with respect to one or more Owner Compressors. The Appraisal shall specify a Fair Market Sales Value based upon the replacement cost and income approach for the pool of all Owner Compressors in the aggregate and the form of any such Appraisal shall be satisfactory to the Requisite Global Majority.

     Appraised Value: With respect to an Owner Compressor, an amount equal to either (i) the mathematical average of the Fair Market Sales Values set forth in the two (2) most recent Appraisals with respect to such Owner Compressor; provided however, that with respect to the Owner Compressors to be acquired by the Issuer prior to January 31, 2008, the “Appraised Value” with respect to any Compressors acquired from EI or its predecessor or Subsidiaries shall have the value provided therefore in the appraisal dated October 19, 2006 (the “2006 UCI Appraisal”), and any Compressors acquired from Exterran Energy Solutions, L.P., or its predecessor or Subsidiaries shall be valued at the same average value per horsepower as provided for the Compressors appraised in the 2006 UCI Appraisal, or (ii) with respect to Contributed Compressors for which Appraisals were not delivered on the Purchase Date, the Contribution Date or Substitution Date applicable thereto, the then Net Book Value of such Owner Compressor, provided, however, that Net Book Value may not be used with respect to any Owner Compressor (and Appraisals must be delivered with respect thereto) if, on the Contribution Date or Substitution Date (as applicable) for such Owner Compressor, the sum of the Appraised Values of all Owner Compressors which were transferred to the Issuer based on Net Book Value in the preceding twelve (12) month period exceeds an amount equal to the product of (x) fifteen percent (15%) and (y) the Aggregate Depreciated Value at the beginning of such twelve (12) month period.

     If a Contributed Compressor cannot, pursuant to this definition, be valued at Net Book Value, then the Issuer shall deliver to the Indenture Trustee, Deal Agent and each Series Enhancer on the applicable Contribution Date or Substitution Date for such Compressor, two (2) Appraisals with respect to such Compressor, each of which Appraisals shall be dated not more than one hundred eighty (180) days prior to such Contribution Date or Substitution Date.

     Asset Base: As of any date of determination, an amount equal to the least of (i) the Debt Limit then in effect, (ii) the Net Revenue Limit then in effect, and (iii) the Free Cash Flow Limit then in effect.

     Asset Base Certificate: A certificate with appropriate insertions setting forth the components of the Asset Base as of the last day of the month for which such certificate is submitted, which certificate shall be in the form attached as Exhibit A to the Management Agreement and shall be certified by an Authorized Signatory.

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     Asset Base Deficiency: As of any Payment Date or Determination Date, as the case may be, the condition that will exist if (i) the Aggregate Note Principal Balance as of such date of determination exceeds (ii) the Asset Base as of such date of determination (or such earlier date as is specified in the Related Documents). If the usage of such term requires a numerical value, then such term shall mean the amount of such excess.

     Authorized Officer: With respect to any matter, any officer of or other Person representing the Issuer, the Manager or a Noteholder, as the case may be, who is authorized to act for that party with respect to the applicable matter.

     Authorized Signatory: Any Person designated by written notice delivered to the Indenture Trustee, the Deal Agent and each Series Enhancer as authorized to execute documents and instruments on behalf of a Person.

     Available Distribution Amount: For any Payment Date, an amount equal to the sum (without duplication) of (i) the excess of (x) all Securitization Collections received during the immediately preceding Collection Period, over (y) the aggregate amount of Compressor Reinvestment Sales Proceeds deposited in the Purchase Account during such Collection Period, (ii) all amounts received by the Issuer on the related Determination Date pursuant to any Interest Rate Swap Agreement, (iii) all Manager Advances received by the Issuer on the related Determination Date, (iv) all Warranty Purchase Amounts deposited into the Trust Account during the related Collection Period, (v) all amounts transferred from the Purchase Account to the Trust Account on such Payment Date or during the related Collection Period, (vi) any earnings on Eligible Investments in the Transaction Accounts that were credited to such accounts during the related Collection Period and transferred to the Trust Account and (vii) any other funds then deposited into the Trust Account by the Issuer that are designated as constituting part of the Available Distribution Amount for a Payment Date.

     Average Contract Rate: For any calendar month, the quotient obtained by dividing (x) the aggregate gross contract rate actually billed as reflected on the operating reports of the Manager at the end of each calendar month relating to the Owner Compressors or the Other Exterran Compressors (which for the purposes of this calculation shall only include similar billing line items to those included in the billing of the Owner Compressors), as the case may be, that were actually under contract at the end of such calendar month, by (y) the aggregate number of horsepower represented by the Owner Compressors or the Other Exterran Compressors, as the case may be, that were actually under contract at the end of such calendar month.

     Average Hedged Rate: With respect to all Series of Notes then Outstanding as of any date of determination, a rate per annum (expressed as a percentage) equal to:

     (1) until and including August 19, 2009, a fraction, the numerator of which is the sum of (i) the product of (x) the sum of the notional balances of all Interest Rate Swap Agreements then in effect and (y) the weighted average (based on notional balances) of the interest rate per annum payable by the Issuer on each Interest Rate Swap Agreement, (ii) the product of (x) the weighted average (based on unpaid principal balance) of the Adjusted Eurodollar Rate per annum then in effect for all Series of Notes then Outstanding and (y) the portion of the Aggregate Note Principal Balance not subject to an Interest Rate Swap Agreement, and (iii) the product of (x) the weighted average (based on unpaid principal balance) of the Applicable Debt Margin for all Series of Notes then Outstanding and (y) the Aggregate Note Principal Balance, and the denominator of which is the Aggregate Note Principal Balance; and

     (2) after August 19, 2009, the sum of (i) the weighted average (based on unpaid principal balance), of the Adjusted Eurodollar Rate per annum then in effect for all Series of Notes Outstanding and (ii) the weighted average (based on unpaid principal balance) of the Applicable Debt Margin for all Series of Notes then Outstanding.

     Back-up Management Agreement: (a) The Back-up Management Agreement, to be dated on or prior to September 15, 2007, among the Back-up Manager, the Issuer and the Manager or (b) any other back-up management agreement, in form and substance reasonably acceptable to the Requisite Global Majority, among an Eligible Back-up Manager, the Manager and the Issuer.

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     Back-up Manager: The Person performing the duties of the Back-up Manager under the Back-up Management Agreement; initially, Caterpillar Inc. or such other back-up manager acceptable to the Requisite Global Majority.

     Back-up Manager Fee: The amount set forth in a separate letter agreement between the Manager, the Issuer and the Back-up Manager, as such letter agreement may be amended, modified or supplemented from time to time with the prior written consent of the Requisite Global Majority, which fee shall not exceed, without the prior written consent of the Requisite Global Majority, $300,000 per year or $25,000 per month.

     Back-up Manager Indemnified Party: This term has the meaning set forth in Section 6.1 of the Back-up Management Agreement.

     Back-up Manager Termination Notice: This term has the meaning set forth in Section 4.1 of the Back-up Management Agreement.

     Bank Agent: This term has the meaning set forth in Section 1 of the Intercreditor Agreement.

     Bankruptcy Code: The Bankruptcy Reform Act of 1978, as amended.

     Bill of Sale: The Compressor Transfer Certificate, dated as of August 20, 2007, with respect to the Compressors conveyed by the Contributors to the Issuer or the Exterran ABS Lessor and any related warranty of title from the Contributors, if any.

     Book Entry Custodian: The Person appointed pursuant to the terms of the Indenture to act in accordance with a certain letter of representations agreement such Person has with DTC, in which DTC delegates its duties to maintain the Book Entry Notes to such Person and authorizes such Person to perform such duties.

     Book Entry Notes: Each Note for so long as such Note is registered in the name of its depository or its nominee in accordance with the terms and conditions of the Indenture.

     Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions in New York City, Houston, Texas, Charlotte, North Carolina (or for the purposes of determining LIBOR only, London, England), or the city in which the Corporate Trust Office of the Indenture Trustee is located, are authorized or are obligated by law, executive order or governmental decree to be closed.

     Business Entity: A corporation (or, when used as an adjective, corporate), limited liability company, partnership (whether general or limited), business trust, joint stock company, unincorporated association, joint venture or other applicable business entity, whether or not having distinct legal existence, and any asset or group of assets that is or can be operated as or as part of a business unit.

     CA Indemnified Party: Has the meaning set forth in Section 7.01 of the Contribution Agreement.

     Casualty Loss: With respect to an Owner Compressor, the occurrence or existence of any of the following events or conditions: (a) the loss of such Owner Compressor or any substantial part thereof, (b) the loss of the use of such Owner Compressor due to theft or disappearance for a period in excess of forty-five (45) days, or existing at the Legal Final Maturity Date for the Series with the latest Legal Final Maturity Date, (c) the destruction, damage beyond repair, or requisition of such Owner Compressor or any substantial part thereof permanently unfit for normal use for any reason whatsoever or (d) the condemnation, confiscation, seizure, or requisition of use or title to such Owner Compressor or any substantial part thereof by any Governmental Authority under the power of eminent domain or otherwise beyond the earlier of (x) fifteen (15) days and (y) the Legal Final Maturity Date of the Series with the latest Legal Final Maturity Date.

     Casualty Proceeds: The net proceeds received by, or on behalf of, the Issuer or the Exterran ABS Lessor as a result of a Casualty Loss with respect to any Owner Compressor, whether derived from insurance payments, payments from Users of such Owner Compressors, or otherwise.

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     Chattel Paper: Any Contract or other “chattel paper,” as such term is defined in Section 9-102(a)(11) of the UCC.

     Claim: Shall mean any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) unless otherwise defined in any Related Document.

     Class: With respect to any Series, all Notes issued pursuant to the related Supplement having the same rights to payment and the same Legal Final Maturity Date.

     Closing: With respect to any Series, the time at which each of the conditions precedent set forth in the related Supplement and Note Purchase Agreement shall have been duly fulfilled or satisfied.

     Closing Date: August 20, 2007.

     Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.

     Collateral: Has the meaning set forth in the Granting Clause of the Indenture.

     Collection Period: With respect to the first Payment Date, the period commencing on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs, and for any subsequent Payment Date, the period from the first day of the calendar month immediately preceding the month in which such Payment Date occurs through the last day of such calendar month.

     Collections: Has the meaning set forth in Section 1 of the Intercreditor Agreement.

     Commercial Tort Claims: All “commercial tort claims” as defined in Article 9 of the UCC.

     Commitment Fee: With respect to any Series of Warehouse Notes for each Payment Date, the fee designated as such in the related Supplement.

     Commitment Termination Date: With respect to any Series of Warehouse Notes, the date set forth in the related Supplement.

     Competitor: Any Person (other than any Exterran Affiliate) engaged and competing with either the Issuer or Exterran or its affiliates in the business of contracting, leasing or selling Compressors; provided, however, that in no event shall any insurance company, bank, bank holding company, savings institution, finance company or trust company, fraternal benefit society, pension, retirement or profit sharing trust or fund, or any collateralized bond obligation fund or similar fund (or any trustee of any such fund) or any holder of any obligations of any such fund (solely as a result of being such a holder) be deemed to be a Competitor.

     Compressor: A natural gas compressor equipment unit, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements and replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.

     Compressor Reinvestment Sales Proceeds: For any Collection Period, an amount equal to the sum of (i) all Casualty Proceeds received during such Collection Period and (ii) all Net Compressor Sales Proceeds received during such Collection Period from sales of Owner Compressors made in accordance with the provisions of Sections 645 and 646 of the Indenture; provided, however, that Compressor Reinvestment Sales Proceeds shall not include any cash payments received by, or on behalf of, the Issuer or the Exterran ABS Lessor in order to cure a default pursuant to the provisions of the Indenture.

     Compressor Related Assets: With respect to any Compressor, all of the following: (i) the Management Agreement, the Contribution Agreement, (in each case, to the extent relating to such Compressor) and any agreement, contract or warranty (a) relating to such Compressor or the use or management of such Compressor, or

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(b) with the manufacturer of such Compressor (including any such agreement relating to the design, assembly and contracting of such Compressor), and, in each case, all amendments, restatements, modifications, additions and supplements thereafter made with respect to such Compressor, (ii) any User Contract to which such Compressor is subject, but only to the extent that such User Contract relates to such Compressor, including all contract compression revenues accruing on or after the date of transfer to the Issuer, including the right to terminate, perform under or compel performance of the terms thereof, (iii) all documents in the Contract File relating to such Compressor, (iv) all Supporting Obligations, guarantees, cash deposits or credit support, supporting or securing payment or performance under any User Contract to which such Compressor is subject, (v) all Records relating to such Compressor, and (vi) all payments, proceeds and income of the foregoing or related thereto, including all insurance proceeds and claims, losses or damages arising out of the breach of any User Contract.

     Compressor Termination Event: Has the meaning set forth in Section 3.3 of the Management Agreement.

     Compressor Transfer Certificate: A Compressor Transfer Certificate and Bill of Sale substantially in the form of Exhibit B to the Contribution Agreement, executed and delivered by a Contributor in accordance with the terms of the Contribution Agreement.

     Concentration Measurement Date: Each of (i) each date on which funds are advanced by the related Noteholders pursuant to the terms of each Series of Warehouse Notes and (ii) the last day of each March, June, September and December, commencing on September 30, 2007.

     Contract: Each and every item of Chattel Paper, installment sales agreement, equipment contract or contract agreement (including progress payment authorizations) other than a Lease relating to any Compressor or to which any Compressor is subject. The term “Contract” includes (i) all payments to be made to the owner of such Compressor under any such agreement, (ii) all rights of the owner of the Compressor under such agreement, (iii) all Supporting Obligations provided by the User under any such agreement and (iv) any and all schedules, supplements, amendments, renewals, extensions or guaranties thereof.

     Contract File: With respect to each Contract relating to any Owner Compressor, to the extent the applicable Contributor has such Contract available, or if entered into after the Closing Date, the file(s) containing all of the following:

(1)	an originally executed counterpart (or, in the circumstances set out in the Indenture, an electronic version) of such Contract executed by each of the Issuer (or the Manager on behalf of the Issuer) and the User; and
(2)	a copy of any master agreement related thereto.

     Contributed Assets: The Contributed Compressors and Related Contributed Assets related thereto, collectively.

     Contributed Compressor: An Owner Compressor contributed, sold, transferred or substituted by a Contributor to the Issuer in accordance with the terms of the Contribution Agreement, including any one or all of the following, as the context may require, (i) any Owner Compressors contributed to the Issuer on or subsequent to the Closing Date in accordance with the provisions of Section 2.01 of the Contribution Agreement, (ii) any Additional Compressors sold to the Issuer in accordance with the provisions of Section 2.02 of the Contribution Agreement, (iii) any Substitute Compressors transferred to the Issuer in accordance with the provisions of Section 3.04 of the Contribution Agreement and (iv) any Deemed Substitute Compressors transferred in accordance with Section 2.01 of the Contribution Agreement.

     Contribution Agreement: The Contribution and Sale Agreement, dated as of August 20, 2007, among the Contributors and the Issuer, as such agreement may be amended, modified or supplemented from time to time in accordance with its terms.

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     Contribution Date: With respect to the Contribution Agreement, each day on which an Owner Compressor is (i) sold by a Contributor to the Issuer in accordance with the terms of the Contribution Agreement (including the Closing Date), or (ii) contributed by a Contributor to the Issuer in accordance with the terms of the Contribution Agreement, or (iii) both (i) and (ii) above as the context may require.

     Contributor: Each of EI, EESLP and any other Exterran Affiliate that becomes a party as a “Contributor” to the Contribution Agreement, in accordance with the provisions of Section 3.06 thereof, and each of their respective successors and permitted assigns.

     Control Agreement: With respect to the Trust Account, the Purchase Account and the Series 2007-1 Series Account. an agreement substantially in the form of Exhibit B to the Indenture.

     Control Party: With respect to each Series of Notes, the Person(s) identified as such in the related Supplement.

     Copyright Licenses: Any and all agreements providing for the granting of any right in or to Copyrights, and all renewals and extensions thereof.

     Copyrights: All United States, state and foreign copyrights, all mask works fixed in semi-conductor chip products (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered and whether published or unpublished, now or hereafter in force throughout the world, all registrations and applications therefor including, without limitation, all rights and privileges corresponding thereto throughout the world, all extensions, continuations, reissues and renewals of any thereof, the right to sue for past, present and future infringements of any of the foregoing, and all proceeds of the foregoing, including, without limitation, licenses, royalties, fees, income, payments, claims, damages and proceeds of suit.

     Corporate Trust Office: The principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office shall initially be located at MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479.

     Corporate Trust Officer: Any Treasurer, Assistant Treasurer, Assistant Trust Officer, Trust Officer, Assistant Vice President, Vice President or Senior Vice President of the Indenture Trustee or any other officer having direct responsibility for the administration of the Indenture and who customarily performs functions similar to those performed by the Persons who at the time shall be such officers to whom any corporate trust matter is referred because of their knowledge of and familiarity with the particular subject.

     Credit and Collection Policy: The credit and collection policy of Exterran initially specified in Exhibit B to the Management Agreement and subsequently reported in accordance with the terms of the Management Agreement.

     Deal Agent: Wachovia Capital Markets, LLC.

     Debt: Has the meaning set forth in the Senior Secured Credit Agreement.

     Debt Limit: As of any date of determination, an amount equal to the sum of (1) all Money and Eligible Investments on deposit in the Purchase Account, and (2) the product of (x) the Advance Rate, and (y) the excess of (a) the then Aggregate Depreciated Value on such date over (b) the Excluded Depreciated Value on such date.

     Deemed Substitute Compressor: Has the meaning set forth in the Contribution Agreement.

     Deemed Substitution: Any contribution or other transfer of one or more Compressors to the Issuer, which contribution or transfer is certified by a Contributor to be a Deemed Substitution pursuant to the Contribution Agreement.

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     Default Fee: The incremental amounts specified in the related Supplement payable by the Issuer resulting from (i) the failure of the Issuer to pay when due any principal of or interest on the Notes of the related Series or (ii) the occurrence of an Event of Default.

     Definitive Note: A Note issued in definitive form pursuant to the terms and conditions of Section 202 of the Indenture.

     Deposit Account: Has the meaning set forth in Article 9 of the UCC.

     Depositary: The Depository Trust Company until a successor depositary shall have become such pursuant to the applicable provisions of the Indenture and thereafter “Depositary” shall mean or include each Person who is then a Depositary thereunder. For purposes of the Indenture, unless otherwise specified pursuant to Section 202 of the Indenture, any successor Depositary shall, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation.

     Depositary Participants: A broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.

     Depreciated Value: For any Owner Compressor as of the last day of the preceding calendar month prior to any date of determination, one of the following amounts: (i) on the Closing Date (with respect to the Owner Compressors owned on the Closing Date) or on the Contribution Date, Purchase Date or Substitution Date, as applicable (with respect to Owner Compressors that have been acquired after the Closing Date), the then Appraised Value; and (ii) on any subsequent Payment Date, the excess of (x) the initial Appraised Value of such Owner Compressor, over (y) the product of (A) the initial Appraised Value of such Owner Compressor and (B) the fraction (expressed as a percentage) the numerator of which is the number of Payment Dates from the Closing Date (or if an Owner Compressor is acquired after the Closing Date, the Contribution Date, Purchase Date or Substitution Date, as applicable) to but not including such Payment Date and the denominator of which is the Depreciation Life.

     Depreciation Life: The number of Payment Dates from the Closing Date (or, if an Owner Compressor, is acquired after the Closing Date, the Contribution Date, Purchase Date or Substitution Date, as applicable) to the Depreciation Life End Date.

     Depreciation Life End Date: Twenty (20) years from the Closing Date or such later date that has been consented to by each Control Party and the Requisite Global Majority.

     Determination Date: The third (3^rd) Business Day prior to any Payment Date.

     Documents: Any “documents,” as such term is defined in Section 9-102(a)(30) of the UCC.

     Dollars: The lawful currency of the United States of America.

     Domestic Contract Compression Business: One of the following: (i) with respect to Exterran and its Subsidiaries, the natural gas compression contract services business of Exterran and its Subsidiaries in the United States of America and (ii) with respect to the Issuer, the natural gas compression contract services business of the Issuer in the United States of America.

     DTC: The Depository Trust Company.

     EESLP: Exterran Energy Solutions, L.P., a Delaware limited partnership (formerly known as Hanover Compression Limited Partnership), together with its respective successors and permitted assigns.

     EI: Exterran, Inc., a Texas corporation (formerly known as Universal Compression, Inc.), and its successors and permitted assigns.

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     Eligible Account: Either (a) a segregated account with an Eligible Institution, (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as the senior securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic credit rating categories no lower than “A3” or “A-”, as the case may be or (c) any account held with the Indenture Trustee; provided that, the institution then acting as Indenture Trustee is an Eligible Institution.

     Eligible Appraiser: An appraiser reasonably acceptable to the Requisite Global Majority, Exterran and the Rating Agencies which is independent with respect to Exterran and its Affiliates within the meaning of the code of professional ethics of the American Society of Appraisers. On the Closing Date, each of Standard & Poor’s Corporate Value Consulting, Valuation Research Corporation and Marshall and Stevens are Eligible Appraisers.

     Eligible Back-up Manager: Caterpillar Inc. or any other Person acceptable to the Requisite Global Majority to fulfill the duties of the Back-up Manager pursuant to the Related Documents.

     Eligible Compressor: As of any date of determination (or, in the cases of clauses (8), (9) and (10), solely as of the dates set forth therein), an Owner Compressor:

(1)	which is located within the United States of America;
(2)	which is not considered a fixture under the Applicable Law of the jurisdiction in which such Owner Compressor is then located;
(3)	which bears (or, within ninety (90) days of the Closing Date or the related Contribution Date, Purchase Date or Substitution Date, as the case may be, will bear) a sticker or other clearly visible marker identifying either the Issuer or the Exterran ABS Lessor, as the case may be, as owner thereof and the Lien of the Indenture Trustee therein (such sticker to be approved from time to time by the Requisite Global Majority, as necessary to reasonably comply with Applicable Law);
(4)	which is designed for, and in suitable operating condition for, use in natural gas activities;
(5)	which is (A) maintained in accordance with a schedule and to a standard that is not less than the higher of (x) the schedule and maintenance standards suggested by the manufacturer of such Owner Compressor (and in any event sufficient to maintain in full force and effect any applicable manufacturer’s warranties) and (y) the schedule and maintenance standards applicable to the Exterran Compressors (taken as a whole), and (B) if used as a source of spare parts in connection with the mutual maintenance provisions set forth in Section 5.13 of the Management Agreement, returned to operational status within ninety (90) days after the date on which such Owner Compressor was used in connection with such mutual maintenance provisions;
(6)	which is subject to insurance coverage that complies with the terms of the Related Documents and which is in full force and effect;
(7)	in which the Indenture Trustee has valid and enforceable Lien and which is not subject to any Lien other than Permitted Encumbrances;
(8)	which on the Closing Date (with respect to the Owner Compressors in place on such date) or the subsequent related Contribution Date, Substitution Date or Purchase Date (with respect to the Owner Compressors acquired after the Closing Date), (1) did not cause the Owner Compressors purchased, substituted, contributed or otherwise acquired on such date, to have an aggregate Weighted Average Age at such time to exceed by more than five percent (5%) the Weighted Average Age of the Exterran Compressors (taken as a whole) on such date, (2) did not cause the Weighted Average Age of all Eligible Compressors (including all Eligible Compressors purchased, substituted, contributed or otherwise acquired on such date) to exceed by more than

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	five percent (5%) the Weighted Average Age of all Owner Compressors on the Closing Date (as adjusted for the increase to Weighted Average Age during the period commencing on the Closing Date and ending on such acquisition date), and (3) will, based on the then most current Appraisal, indicate a remaining weighted average economic useful life beyond the Legal Final Maturity Date for the Series of Notes with the latest Legal Final Maturity Date;
(9)	which, on the related Contribution Date, Purchase Date or Substitution Date, as the case may be, and when considered with all other Eligible Compressors transferred to the Issuer on such date, did not increase any Excess H/P Concentration Amount then in existence;
(10)	which, on the related Contribution Date, Purchase Date or Substitution Date, as the case may be, and when considered with all other Eligible Compressors transferred to the Issuer on such date, did not increase any Excess Customer Concentration Amount then in existence;
(11)	which is not then on lease to a Sanctioned Person or, to the best knowledge of the Issuer or the Manager, is not subleased to a Sanctioned Person or located, operated or used in a Sanctioned Country unless it is used pursuant to a license granted by OFAC; and
(12)	which has more than ninety nine (99) horsepower.

Eligible Contract: A User Contract with respect to any Owner Compressor:

(1)	which by its terms, is either (x) during the initial stated base term thereof, an absolute, irrevocable, noncancelable and unconditional obligation of the related User (subject only to setoff or cancellation for the failure of the owner thereunder to meet performance guarantees or maintain run time for the related Owner Compressors that are set forth in such User Contract, or otherwise permitted within this definition) to pay a specified dollar amount to the owner thereunder (or its assigns) during the initial stated base term thereof, or (y) after the initial stated base term thereof, a month-to-month absolute obligation of the related User (subject only to set off for failure by the owner under such User Contract to maintain the Owner Compressors in accordance with the User Contract, or otherwise permitted within this definition) to pay the specified payment for each month during which the related Owner Compressors have not been returned to the obligor thereunder or its designee in accordance with the terms of the User Contract;
(2)	which by its terms, does not (x) prohibit one or more assignments of the owner’s rights thereunder, or (y) require notice to or the consent of the related User or, if notice to or the consent of the related User is required, such notice has been given or consent has been obtained; provided, however, that if on or after the Closing Date, such prohibition or notice to or consent requirement is contained in an existing User Contract form with a User (and in which case (i) Exterran has determined that it would not be commercially reasonable to negotiate a new form or (ii) the User has refused to modify such term), these criteria shall not apply to such existing User Contract form;
(3)	which by its terms, prohibits setoff (other than for failure by the owner hereunder to meet performance guarantees or maintain run time for the related Owner Compressors that are set forth in such User Contract); provided, however, that if such prohibition is not adequately contained (either by its express terms or by silence) in an existing User Contract form with a User (and in which case (i) Exterran has determined that it would not be commercially reasonable to negotiate a new form or (ii) the User has refused to modify such term), these criteria shall not apply to such existing User Contract form;
(4)	which provides for payment from the User in Dollars;
(5)	for which the related User is not (x) an Exterran Affiliate or (y) a Governmental Authority;

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(6)	which represents the legal, valid and binding obligation of the User thereunder, enforceable against such User in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws related to or affecting creditors’ rights generally and to general equitable principles);
(7)	which, if entered into after the Closing Date, was duly executed by parties having the capacity to do so (except for rate increase notices which will only be executed by the Issuer or the Manager);
(8)	which, if entered into after the Closing Date, complies with at least one of these statements:

(A)	is in the form, or is substantially in the form, attached as Exhibit D to the Contribution Agreement, with such amendments or modifications thereto as are commercially reasonable under the circumstances;
(B)	if the related User has sufficient market power or presence to require use of its own contract form, is documented on a contract form required by such User with such amendments or modifications thereto as the parties may agree (but only if the Issuer or Manager has determined that it would not be commercially reasonable to negotiate a new form); or
(C)	if the related User has an ongoing business relationship with Exterran, was documented on a contract form previously used prior to the Closing Date (but only if the Issuer or Manager has determined that it would not be commercially reasonable to negotiate a new form);

(9)	for which Schedule A to such User Contract has been (or, within thirty (30) days after the related Contribution Date, Purchase Date or Substitution Date, as the case may be, will be) stamped, marked or otherwise notated so as to indicate the Lien of the Indenture Trustee in such User Contract, such stamp/notice to be approved from time to time by the Requisite Global Majority, as is necessary to comply with Applicable Law;
(10)	which, if entered into after the Closing Date and consists of a master contract and one or more schedules issued pursuant to the terms of such master contract, specifically identifies the master contract agreement pursuant to which such User Contract was issued;
(11)	for which, if entered into after the Closing Date, there exist not more than two (2) originally executed counterparts, one of which is in the possession of the owner (or its assignee) and the other is in the possession of the related User;
(12)	which, if entered into after the Closing Date, does not bear any handwritten alterations or revisions to the terms, conditions or provisions of such User Contract, unless each such alteration or revision is accompanied by written evidence of the assent of the owner and such User to such alteration or revision; and
(13)	if such User Contract contains a contractual purchase option in favor of the applicable User and the Net Compressor Sales Proceeds to be received by the Issuer upon the exercise of such purchase option is less than the Depreciated Value of such Owner Compressor as of the Payment Date immediately preceding the applicable date of such purchase, then the Owner Compressor that relates to such User Contract is a Permitted Below DV Compressor.

     Eligible Institution: Any one or more of the following institutions: (i) the corporate trust department of the Indenture Trustee or (ii) a depositary institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (a) which has both (x) a long-term unsecured senior debt rating of not less than “A” by S&P and “A2” by Moody’s and (y) a short term

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unsecured senior debt rating rated in the highest rating category by each Rating Agency and (b) whose deposits are insured by the Federal Deposit Insurance Corporation.

     Eligible Interest Rate Hedge Counterparty: At the time of execution and delivery of the related Interest Rate Swap Agreement, any bank or other financial institution (or any party providing credit support on such Person’s behalf) which has rating(s) equal to or better than the Hedge Counterparty Required Rating or is otherwise approved by the Requisite Global Majority.

     Eligible Investments: One or more of the following:

(1)	direct obligations of, and obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;
(2)	certificates of deposit and bankers’ acceptances (which shall each have an original maturity of not more than 6 months) of any United States depository institution or trust company incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State authorities; provided that, the long-term unsecured senior debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated “AA-” (or its equivalent) or better by the Rating Agencies, or the short-term unsecured senior debt obligations of such depository institution or trust company are rated by each Rating Agency in its highest rating category;
(3)	commercial paper (having original maturities of not more than one hundred eighty (180) days of any corporation (other than the Issuer), incorporated under the laws of the United States or any State thereof which on the date of acquisition has been rated by each Rating Agency in the highest short-term unsecured commercial paper rating category;
(4)	any U.S. dollar denominated money market fund having assets in excess of $100,000,000 that has been rated by each Rating Agency in its highest rating category (including any designations of “plus” or “minus”) or that invests solely in Eligible Investments;
(5)	eurodollar deposits (which shall each have an original maturity of not more than 6 months) of any depository institution or trust company; provided that, the long-term unsecured senior debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated “AA-” (or its equivalent) by the Rating Agencies, or the short-term unsecured senior debt obligations of such depository institution or trust company are rated by each Rating Agency in its highest rating category;
(6)	repurchase obligations with a term not to exceed ninety (90) days with respect to any security described in clause (1) above and entered into with a depository institution or trust company (acting as a principal) rated “AA or higher by the Rating Agencies; provided, however, that collateral transferred pursuant to such repurchase obligation must (A) be valued weekly at current market price plus accrued interest, (B) pursuant to such valuation, have a value equal to, at all times, 105% of the cash transferred by the Indenture Trustee in exchange for such collateral and (C) be delivered to the Indenture Trustee or, if the Indenture Trustee is supplying the collateral, an agent for the Indenture Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities; and
(7)	other obligations or securities that are acceptable to the related Control Parties as an Eligible Investment hereunder and that will not result in a reduction or withdrawal in the then current rating of the Notes, if any Series of Notes is then rated, as evidenced by a letter to such effect from each Rating Agency and the related Control Parties.

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Each of the Eligible Investments may be purchased by or through an Affiliate of the Indenture Trustee.

     Employee Benefit Plan: An “employee benefit plan” as defined in Section 3(3) of ERISA or a “Plan” within the meaning of Section 4975(e)(1) of the Code.

     Enhancement Agreement: With respect to any Series of Notes, any agreement, instrument or document identified in the related Supplement governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding.

     Entitled Party: The Deal Agent, the Indenture Trustee, the Noteholders, the Issuer, the Exterran ABS Lessor, each Series Enhancer, each Interest Rate Hedge Provider, and the respective successors and permitted assigns of the foregoing.

     Entitlement Order: This term has the meaning set forth in Section 8-102(a)(8) of the UCC.

     Equipment: Any equipment, as such term is defined in Section 9-102(a)(33) of the UCC.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended.

     Event of Default: The occurrence and continuance beyond any applicable notice and cure period of any of the events or conditions set forth in Section 801 of the Indenture.

     Excess 499 H/P Amount: As of any date of determination, a fraction (expressed as a percentage):

               (A) the numerator of which is the excess, if any, of (i) the quotient of (x) the total horsepower attributable to all Owner Compressors having 100 or more horsepower but not more than 499 horsepower, divided by (y) the total horsepower for all Owner Compressors; over (ii) the product of (a) one hundred ten percent (110%) and (b) the quotient of (i) the total horsepower attributable to all Exterran Compressors having 100 or more horsepower but not more than 499 horsepower and (ii) the total horsepower for all Exterran Compressors having 100 or more horsepower; and

               (B) the denominator of which is (i) the quotient of (x) the total horsepower attributable to all Owner Compressors having 100 or more horsepower but not more than 499 horsepower, divided by (y) the total horsepower for all Owner Compressors;

which excess has not been cured on or prior to the expiration of the one hundred twenty (120) day period commencing on the earlier to occur of (A) the date on which a Responsible Officer of Exterran obtains actual knowledge of the existence of such condition(s) and (B) the date of delivery of the first Manager Report that indicates (or should have indicated) that such excess existed; provided, however, such amount will not be used in the calculation of the Debt Limit until expiration of the cure period set forth above. For the purpose herein, horsepower is measured as of the last day of the preceding Collection Period.

     Excess 999 H/P Amount: As of any date of determination, a fraction (expressed as a percentage):

               (A) the numerator of which is the excess, if any, of (i) the quotient of (x) the total horsepower attributable to all Owner Compressors having 500 or more horsepower but not more than 999 horsepower, divided by (y) the total horsepower for all Owner Compressors; over (ii) the product of (a) one hundred ten percent (110%) and (b) the quotient of (i) the total horsepower attributable to all Exterran Compressors having 500 or more horsepower but not more than 999 horsepower and (ii) the total horsepower for all Exterran Compressors having 100 or more horsepower; and

               (B) the denominator of which is (i) the quotient of (x) the total horsepower attributable to all Owner Compressors having 500 or more horsepower but not more than 999 horsepower, divided by (y) the total horsepower for all Owner Compressors;

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which excess has not been cured on or prior to the expiration of the one hundred twenty (120) day period commencing on the earlier to occur of (A) the date on which a Responsible Officer of Exterran obtains actual knowledge of the existence of such condition(s) and (B) the date of delivery of the first Manager Report that indicates (or should have indicated) that such excess existed; provided, however, such amount will not be used in the calculation of the Debt Limit until expiration of the cure period set forth above. For the purpose herein, horsepower is measured as of the last day of the preceding Collection Period.

     Excess Customer Concentration Amount: As of any date of determination, a percentage equal to the sum of (i) the Excess Top Customer Concentration Amount and (ii) the Excess Top 5 Customer Concentration Amount, in each case measured as of the most recent Concentration Measurement Date.

     Excess H/P Concentration Amount: As of any date of determination, a percentage equal to the sum of the Excess 499 H/P Amount and the Excess 999 H/P Amount, in each case measured as of the last day of the most recently completed Collection Period.

     Excess Operations Expenses: Has the meaning given such term within the definition of “Operations Fee”.

     Excess S&A Expenses: Has the meaning given such term within the definition of “S&A Fee”.

     Excess Top Customer Concentration Amount: As of any date of determination, a fraction (expressed as a percentage):

               (A) the numerator of which is the excess, if any, of (1) the quotient of (i) the total horsepower (measured as of such Concentration Measurement Date) of those Eligible Compressors then under contract to the highest Top User divided by (ii) the total horsepower for all Owner Compressors, over (2) fifteen percent (15%); and

               (B) the denominator of which is the quotient of (i) the total horsepower (measured as of such Concentration Measurement Date) of those Eligible Compressors then under contract to the highest Top User divided by (ii) the total horsepower for all Owner Compressors;

which excess has not been cured on or prior to the expiration of the ninety (90) day period commencing on the earlier to occur of (A) the date on which a Responsible Officer of Exterran obtains actual knowledge of the existence of such condition and (B) the date of delivery of the first Manager Report that indicates (or should have indicated) that such excess existed; provided, however, such amount (i) will not be used in the calculation of the Excluded Depreciated Value until expiration of the cure period set forth above and (ii) upon expiration of such cure period, will be used in the calculation of the Excluded Depreciated Value until the earlier to occur of (x) the next succeeding Concentration Measurement Date or (y) the date on which an officer of the Manager delivers a certificate indicating that such condition has been remedied.

     Excess Top 5 Customer Concentration Amount: As of any date of determination, a fraction (expressed as a percentage):

(A)	the numerator of which is the excess, if any, of (1) the quotient of (i) the total horsepower (measured as of such Concentration Measurement Date) of those Eligible Compressors then under contract to the five (5) Top Users divided by (ii) the total horsepower for all Owner Compressors, over (2) fifty percent (50%); and
(B)	the denominator of which is the quotient of (i) the total horsepower (measured as of such Concentration Measurement Date) of those Eligible Compressors then under contract to the five (5) Top Users divided by (ii) the total horsepower for all Owner Compressors;

     which excess has not been cured on or prior to the expiration of the ninety (90) day period commencing on the earlier to occur of (A) the date on which a Responsible Officer of Exterran obtains actual knowledge of the existence of such condition and (B) the date of delivery of the first Manager Report that indicates (or should have indicated)

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that such excess existed; provided, however, such amount (i) will not be used in the calculation of the Excluded Depreciated Value until expiration of the cure period set forth above and (ii) upon expiration of such cure period, will be used in the calculation of the Excluded Depreciated Value until the earlier to occur of (x) the next succeeding Concentration Measurement Date or (y) the date on which an officer of the Manager delivers a certificate indicating that such condition has been remedied.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Excluded Depreciated Value: For purposes of calculating the Debt Limit as of any date of determination, an amount equal to the sum of (A) the product of (x) the then Excess Top Customer Concentration Amount and (y) the sum of the Depreciated Values of those Owner Compressors under contract to the highest Top User, (B) the product of (x) the Excess 499 H/P Amount and (y) the sum of the Depreciated Values of those Owner Compressors with 100 or more horsepower but not more than 499 horsepower, (C) the product of (x) the Excess 999 H/P Amount and (y) the sum of the Depreciated Values of those Owner Compressors with 500 or more horsepower but not more than 999 horsepower and (D) the product of (x) the Excess Top 5 Customer Concentration Amount and (y) the sum of the Depreciated Values of those Owner Compressors under contract to the five (5) Top Users. An Eligible Compressor shall be included in only one of the foregoing categories for purposes of determining the Excluded Depreciated Value.

     Excluded Net Revenues: For purposes of calculating the Net Revenue Limit as of any date of determination, an amount equal to the product of (A) the excess of (i) one hundred percent (100%) over (ii) the Pro-Forma Management Fee Rate and (B) the sum of the following:

     (1) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for all Eligible Compressors included in the calculation of Pro-Forma Gross Compressor Contract Revenues that have 100 or more horsepower but not more than 499 horsepower, and (y) the Excess 499 H/P Amount for such Payment Date;

     (2) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for all Eligible Compressors included in the calculation of Pro-Forma Gross Compressor Contract Revenues that have 500 or more horsepower but not more than 999 horsepower, and (y) the Excess 999 H/P Amount for such Payment Date;

     (3) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for all Eligible Compressors included in the calculation of Pro-Forma Gross Compressor Contract Revenues then under contract to the five (5) Top Users, and (y) the Excess Top 5 Customer Concentration Amount for such Payment Date; and

     (4) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for all Eligible Compressors included in the calculation of Pro Forma Gross Compressors then under contract to the highest Top User and (y) the Excess Top Customer Concentration Amount.

An Eligible Compressor shall be included in only one of the foregoing categories for purposes of determining the Excluded Net Revenues.

     Excluded Payments: Any payments received from a User in connection with any use fees, taxes, fees or other charges imposed by any Governmental Authority or any indemnity payments made by a User pursuant to the terms of the related User Contract (including, without limitation, any payments received from a User to reimburse Manager or Issuer for sale, use or similar taxes paid by Manager or Issuer).

     Existing Commitment: With respect to any Series of Notes, the amount identified as such in the related Supplement.

     Expected Final Payment Date: With respect to any Series, the date stated in the related Supplement on which the principal balance of all of the Notes of such Series are expected to be paid in full assuming that the full amount of all Scheduled Principal Payment Amounts of such Series are paid on each Payment Date.

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     Exterran : Exterran Holdings, Inc., a Delaware corporation, and its successors and permitted assigns.

     Exterran ABS Lessor: Exterran ABS Leasing 2007 LLC, a wholly-owned subsidiary of the Issuer and a Delaware limited liability company.

     Exterran ABS Lessor Collateral: Has the meaning set forth in the Granting Clause of the Indenture.

     Exterran Affiliate: Any one or more of Exterran, the Contributors, or any Affiliate of any of the foregoing.

     Exterran Compressors: As of any date of determination, all Compressors that are a part of the Domestic Contract Compression Business of Exterran and its Subsidiaries.

     Exterran Group Event: The occurrence of any of the following events:

(1)	any of Exterran, EI or EESLP shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other Proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any Business Entity action to authorize any of the foregoing;
(2)	an involuntary case or other Proceeding shall be commenced against any of Exterran, EI or EESLP seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other Proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against any of Exterran, EI or EESLP under the federal bankruptcy laws as now or hereafter in effect;
(3)	any of Exterran, EI or EESLP shall fail generally to pay its debts as they become due;
(4)	any of Exterran, EI or EESLP shall admit its inability to pay its debts as and when they fall due or becomes or is deemed to be unable to pay its debts or insolvent, or convenes a meeting for the purpose of proposing; or otherwise proposes or enters into, any composition or arrangement with its creditors or any group or class thereof, or anything analogous to, or having a substantially similar effect to, any of the events specified in this paragraph or in paragraph (1) or (2) above occurs in any jurisdiction; and
(5)	any action, suit or Proceeding shall be commenced against any of Exterran, EI, EESLP or any entity party to the Intercreditor Agreement seeking relief of any nature whatsoever from or with respect to the transactions contemplated by the Intercreditor Agreement or which in any manner draws into question the validity of the Intercreditor Agreement and such action, suit or Proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against any of Exterran, EI, EESLP or any entity party to the Intercreditor Agreement under any Applicable Law as now or hereafter in effect.

     Exterran Managed Compressors: As of any date of determination, all Compressors managed by Exterran on behalf of third parties in the United States of America.

     Exterran Operations Fee: Has the meaning set forth in Section 11.3(a) of the Management Agreement.

     Exterran S&A Fee: Has the meaning set forth in Section 11.2(a) of the Management Agreement.

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     Fair Market Sales Value: With respect to any Compressor, an amount equal to the value which would be obtained in an arm’s length transaction between an informed and willing purchaser under no compulsion to buy and an informed and willing seller under no compulsion to sell the Compressor.

     Federal Reserve Board: The Board of Governors of the Federal Reserve System or any successor thereto.

     Finance Contract: Any Contract for an Owner Compressor which provides the User thereunder the right or option to purchase such Owner Compressor at the expiration of such Contract and which satisfies the criteria for classification as a capital lease pursuant to GAAP, including Statement of Financial Accounting Standards No. 13, as amended.

     Financial Assets: Any “financial asset,” as such term is defined in Section 8-102(9) of the UCC.

     Free Cash Flow Event: The condition that will exist on any date of determination if the Free Cash Flow Limit, calculated as of the last day of the immediately preceding calendar month, is less than the Aggregate Note Principal Balance as of such date of determination.

     Free Cash Flow Limit: As of any date of determination, an amount equal to the product of (x) Net Revenue, calculated as of the last day of the immediately preceding calendar month, and (y) four and one half (4.5).

     General Intangibles: Any “general intangible,” as such term is defined in Section 9-106 of the UCC.

     Generally Accepted Accounting Principles or GAAP: Those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof consistently applied as to the party in question.

     Global Note: Either a Rule 144A Global Note or a Public Global Note.

     Goods: Any “goods,” as such term is defined in Section 9-102(a)(44) of the UCC.

     Governmental Authority: Any of the following: (a) any federal, state, county, municipal or foreign government or political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court or arbitrator, and any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic; (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or other non-governmental authority to whose jurisdiction that Person has consented.

     Gross Compressor Contract Revenues: For any Collection Period, an amount equal to the sum of each contractual payment (excluding Indemnity Amounts) to be billed to a User of an Eligible Compressor during such Collection Period.

     Hanover Legacy Substitution: The acceptance by the Issuer of a Substitute Compressor for a Predecessor Compressor that had been owned by EESLP (or an Affiliate of EESLP) prior to the Closing Date and such Predecessor Compressor was determined subsequently to have not been an Eligible Compressor on the Closing Date, as provided in the Contribution Agreement.

     Hedge Counterparty Required Rating: As applicable, (i) with respect to a Person as an issuer or with respect to long-term senior unsecured debt of such Person, (a) “A1” by Moody’s to the extent such Person has a long-term rating only (for so long as any Series Notes are Outstanding under the Indenture and are rated by Moody’s); or (b) “A2” by Moody’s to the extent such Person has both a long-term and short-term rating and the short-term rating is “P-1” (for so long as any Series Notes are Outstanding under the Indenture and are rated by

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Moody’s); and (ii) with respect to a Person as an issuer or with respect to the long-term senior unsecured debt of such Person, BBB- by S&P or a short-term debt rating of “A-3” by S&P (for so long as any Series Notes are Outstanding under the Indenture and are rated by S&P); provided that, should a Rating Agency effect an overall downward adjustment of its short-term or long-term ratings, then the applicable Hedge Counterparty Required Rating shall be downwardly adjusted accordingly; provided, further, that any adjustment to the applicable Hedge Counterparty Required Rating pursuant to the preceding proviso shall be subject to the prior written consent of the applicable Rating Agency.

     Hedging Requirements: Has the meaning set forth in Section 631(a) of the Indenture.

     Holder: See Noteholder.

     Impositions: Has the meaning set forth in Section 5.8 of the Management Agreement.

     Incentive Management Fee: For each Payment Date, one of the following amounts:

(1)

if Exterran, any Exterran Affiliate or Caterpillar Inc. is then fulfilling the role of the Manager on such Payment Date, an amount equal to the product of (x) twenty-five percent (25%) and (y) the portion of the Available Distribution Amount for such Payment Date available for the payment of the Incentive Management Fee in accordance with the provisions of Section 302(d) or Section 302(e), as applicable, of the Indenture; or

(2)

if Exterran, any Exterran Affiliate or Caterpillar Inc., is not then fulfilling the role of the Manager, the amount designated as such to be set forth in a separate letter agreement among the Issuer, Exterran and the Back-up Manager; provided, however, that (a) the amount of such Incentive Management Fee must be approved in writing by the Requisite Global Majority and (b) if the Manager shall fail to appoint a Back-up Manager in accordance with the terms of the Related Documents, then the Requisite Global Majority may (without the need of obtaining the consent of the Issuer or the Manager) establish a market-based Incentive Management Fee with a Back-up Manager appointed by the Requisite Global Majority.

     Indebtedness: With respect to any Person means, without duplication, (a) any obligation of such Person for borrowed money, including, without limitation, (i) any obligation incurred through the issuance and sale of bonds, debentures, notes or other similar debt instruments and (ii) any obligation for borrowed money which is non-recourse to the credit of such Person but which is secured by any asset of such Person, (b) any obligation of such Person on account of deposits or advances, (c) any obligation of such Person for the deferred purchase price of any property or services, except accounts payable arising in the ordinary course of such Person’s business, (d) any obligation of such Person as lessee under a capital lease, (e) any Indebtedness of another secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person and (f) any obligation in respect of interest rate or foreign exchange hedging agreements.

     Indemnified Party: This term has the meaning set forth in Section 6.2 of the Back-up Management Agreement.

     Indemnitee: Each of the Deal Agent, each Series Enhancer, the Indenture Trustee, each Noteholder, each Interest Rate Hedge Provider, the Intercreditor Collateral Agent, each of their respective Affiliates, and each of the successors and permitted assigns and each of the partners, directors, officers, employees, servants and agents of each of the foregoing and of each such Affiliate and of such successors and permitted assigns.

     Indemnity Amounts: Indemnity payments, reimbursement payments and payments in respect of costs and expenses, in each case payable under any Related Document to the Noteholders (or their related credit or liquidity providers), the Deal Agent, each Interest Rate Hedge Provider, each Series Enhancer or any other Indemnitee for increased costs, funding costs, breakage costs, taxes, other taxes, costs, expenses or other indemnity or reimbursement payments.

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     Indenture: The Indenture, dated as of August 20, 2007, among the Issuer, the Exterran ABS Lessor and the Indenture Trustee and all amendments thereof and supplements thereto, including, with respect to any Series, the related Supplement.

     Indenture Trustee: The Person performing the duties of the Indenture Trustee under the Indenture; initially, Wells Fargo Bank, National Association.

     Indenture Trustee Indemnified Amounts: Has the meaning set forth in Section 905 of the Indenture.

     Indenture Trustee’s Fees: Has the meaning set forth in Section 905 of the Indenture.

     Independent Accountants: Either (i) any “Big 4” accounting firm or (ii) any other independent certified public accountants of internationally recognized standing selected by the Issuer and acceptable to the Requisite Global Majority.

     Independent Director: A director who is not a current or former employee, officer, director, partner, member, or shareholder, creditor or customer of Exterran or any of its Affiliates and is not related by blood or marriage to any such person and who has not received, and was not an employee, officer, director, partner, member or shareholder of any Person that has received, from Exterran or any Exterran Affiliate, in any year within the five (5) years immediately preceding or any year during such director’s incumbency as an Independent Director, fees or other income in excess of five percent (5%) of the gross income of such Person for any applicable year; provided that, an Independent Director may serve in similar capacities for other special purpose entities formed by Exterran or its Affiliates. As used in this defined term, “control”, including the terms “controlling,” “controlled by” and “under common control with,” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of at least 10% of the voting securities, by contract or otherwise. No resignation or removal of an Independent Director shall be effective until a successor Independent Director has been elected to replace such Independent Director.

     Ineligible Collections: For any Collection Period and each Ineligible Contract, all Gross Compressor Contract Revenues, Net Compressor Sales Proceeds and Casualty Proceeds received in respect of such Ineligible Contract.

     Ineligible Compressor: As of any date of determination, any Owner Compressor that is not then classified as an Eligible Compressor.

     Ineligible Contract: As of any date of determination, any User Contract that is not then classified as an Eligible Contract.

     Initial Commitment: With respect to any Noteholder of any Series, the aggregate initial commitment of such Noteholder, expressed as a dollar amount, to purchase up to a specified principal balance of all Notes of such Series, which commitment shall be set forth in the related Supplement.

     Initial Purchaser: With respect to each Series of Notes, the Person(s) identified as such in the related Supplement.

     Initial Sold Assets: The Sold Compressors sold or contributed by EI to the Issuer on the Closing Date pursuant to the Bill of Sale, together with (a) all Related Sold Assets relating thereto and (b) any contract compression revenues from User Contracts received on or after the Closing Date related to the Sold Compressors.

     Insolvency Law: The Bankruptcy Code or similar applicable law in any State or other applicable jurisdiction.

     Insolvency Proceeding: Any Proceeding under any applicable Insolvency Law.

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     Institutional Accredited Investor: One or more accredited investors of the types set forth in clauses (a) (1), (2), (3) and (7) of Rule 501 under the Securities Act.

     Instruments: Any “instrument,” as such term is defined in Section 9-102(a)(47) of the UCC.

     Intellectual Property. Collectively, the Copyrights, the Copyright Licenses, the patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

     Intercreditor Agreement: Either or both, as the context may require, of the following:

     (i) the Intercreditor and Collateral Agency Agreement dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions thereof) among the Issuer, Exterran, Inc., the Indenture Trustee, the Bank Agent, the Intercreditor Collateral Agent and the Additional Exterran Lenders that from time to time become a party thereto; and

     (ii) the Intercreditor and Collateral Agency Agreement dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions thereof) among the Issuer, Exterran Energy Solutions, L.P., the Indenture Trustee, the Bank Agent, the Intercreditor Collateral Agent and the Additional Exterran Lenders that from time to time become a party thereto

     Intercreditor Collateral Agent: This term has the meaning set forth in Section 1 of the Intercreditor Agreement.

     Interest Accrual Period: With respect to a Payment Date, the period beginning with, and including, the immediately preceding Payment Date and ending on the day immediately preceding such Payment Date, or with respect to a Series of Notes, such other period as is specified in the related Supplement.

     Interest Coverage Ratio: Has the meaning set forth in the Senior Secured Credit Agreement.

     Interest Payments: For each Series of Notes which are Outstanding on any Payment Date, the aggregate amount of the “Interest Payments” (as defined in the related Supplement for such Series) for such Payment Date.

     Interest Rate Hedge Provider: Any Eligible Interest Rate Hedge Counterparty or any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to the Indenture.

     Interest Rate Swap Agreement: An ISDA master swap agreement between the Issuer and the Interest Rate Hedge Provider named therein, including any schedules and confirmations prepared and delivered in connection therewith, pursuant to which interest rate swap transactions are documented which provide that (i) the Issuer will receive payments from the Interest Rate Hedge Provider based on LIBOR, (ii) the Issuer will make payments to the Interest Rate Hedge Provider based on a fixed rate of interest and (iii) recourse by the Interest Rate Hedge Provider to the Issuer is limited to the portion of the Collateral that is available for distribution to such Interest Rate Hedge Provider pursuant to the Indenture.

     Inventory: Any “inventory,” as such term is defined in Section 9-102(a)(48) of the UCC.

     Investment: When used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of securities of any other Person or by means of loan, advance, capital contribution, guaranty or other debt or equity participation or interest, or otherwise, in any other Person, including any partnership and joint venture interests of such Person in any other Person. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property.

     Investment Letter: Has the meaning set forth in Section 205(h) of the Indenture.

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     Investment Property: Has the meaning set forth in Section 9-102(a)(49) of the UCC.

     Issuer: Exterran ABS 2007 LLC, a limited liability company organized under the laws of the State of Delaware, and its successors and permitted assigns.

     Issuer Collateral: Has the meaning set forth in the Granting Clause of the Indenture.

     Lease: The Gas Compressor Equipment Master Rental Agreement and all schedules issued pursuant thereto between the Issuer and the Exterran ABS Lessor pursuant to which the Issuer leases the Owner Compressors from the Exterran ABS Lessor, on terms reasonably satisfactory to the Control Party and any Series Enhancer.

     Legal Final Maturity Date: With respect to any Series, the date specified in the related Supplement on which the unpaid principal balance of, and accrued interest on, all of the Notes of such Series will be due and payable.

     Liability Insurance: Has the meaning set forth in Section 5.7(a) of the Management Agreement.

     LIBOR: The London Interbank Offered Rate.

     Lien: Any security interest, lien (statutory or other), charge, pledge, equity, mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.

     Lien Claim: Has the meaning set forth in Section 4.2 of the Management Agreement.

     Limited Liability Company Agreement. The limited liability company agreement of Exterran ABS 2007 LLC or Exterran ABS Leasing 2007 LLC, as applicable, as such agreement shall be amended, supplemented or modified from time to time in accordance with its term.

     Lockbox: A lockbox or post office box covered by a Lockbox Agreement.

     Lockbox Account: This term has the meaning set forth in Section 1 of the Intercreditor Agreement.

     Lockbox Agreement: This term has the meaning set forth in Section 1 of the Intercreditor Agreement.

     Loss, Damage or Destruction: This term shall have the meaning set forth in Section 640 of the Indenture.

     MA Indemnified Party: Has the meaning set forth in Section 16.2 of the Management Agreement.

     Majority of Holders: With respect to each Series of Notes, Noteholders representing more than fifty percent (50%) (or such higher percentage as shall be set forth in the related Supplement) of the then unpaid principal balance of all Notes of such Series (or, if such Series of Notes is a Series of Warehouse Notes for which the Commitment Termination Date has not occurred, more than fifty percent (50%) of the aggregate Existing Commitment for such Series).

     Management Agreement: Either or both, as the context may require, of (i) for so long as Exterran is the Manager, the Management Agreement, dated as of August 20, 2007, among the Manager, the Issuer and the Exterran ABS Lessor, as such agreement shall be amended, supplemented or modified from time to time in accordance with its terms, and (ii) for all times not covered by clause (i), any management agreement entered into between the Issuer and the Replacement Manager.

     Management Fee: For any Payment Date, an amount equal to the sum of (i) the Operations Fee, (ii) the S&A Fee and (iii) any charges for Reimbursable Services, in each case to the extent then due and payable pursuant to Section 11.1 of the Management Agreement, in each case to the extent that such amount has not been previously withheld by, or otherwise paid to, the Manager in accordance with the terms of the Related Document, but excluding any Excess S&A Expenses and Excess Operations Expenses.

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     Management Related Expenses: Any costs, expenses or fees paid or payable by the Issuer pursuant to the Management Agreement (other than the indemnification amounts thereunder, Excess Operations Expenses, Excess S&A Expenses, the Operations Fee, the S&A Fee, the Overhaul Fee, the Incentive Management Fee and any amounts in respect of Reimbursable Services), including, without limitation, costs, expenses and fees incurred under Sections 5.7, 9.3, and 9.9 thereof and costs, expenses and fees incurred under the last sentence of Section 5.8 thereof.

     Management Replacement Date: This term shall have the meaning set forth in the Back-up Management Agreement.

     Management Term: The term of the management, marketing, maintenance and other obligations of the Manager and the Issuer under the Management Agreement with respect to any Owner Compressor, which term shall commence as of the Closing Date and continue until terminated as provided in the Management Agreement.

     Manager: The Person performing the duties of the Manager under the Management Agreement; initially, Exterran.

     Manager Advance: Has the meaning set forth in Section 8.1(a) of the Management Agreement.

     Manager Default: The occurrence and continuance beyond any applicable notice and cure period of any of the events or conditions set forth in Section 12.1 of the Management Agreement.

     Manager Guarantor: Exterran

     Manager Guaranty: The Guaranty, dated as of August 20, 2007, issued for the benefit of the Issuer, the Equipment Lessor and the Indenture Trustee.

     Manager Malfeasance: Has the meaning set forth in Section 4.2 of the Management Agreement.

     Manager Report: A written informational statement in the form attached as Exhibit C to the Management Agreement to be provided by the Manager in accordance with the Management Agreement and furnished to the Indenture Trustee, the Deal Agent, each Series Enhancer and each Interest Rate Hedge Provider.

     Manager Termination Date: The date on which a Manager Termination Notice is given.

     Manager Termination Notice: A written notice setting forth with specificity the section of the Management Agreement which was breached and resulted in a Manager Default, to be provided to the Manager by the Indenture Trustee pursuant to Section 405(a) of the Indenture with a copy to each Rating Agency, each Series Enhancer, the Deal Agent, each Interest Rate Hedge Provider and the Back-up Manager.

     Mandatory Alteration: Has the meaning set forth in Section 5.9 of the Management Agreement.

     Material Adverse Change: Any set of circumstances or events (i) which is, or could reasonably be expected to be, material and adverse to the business, financial condition, operations or properties of either Contributor, Exterran, the Issuer, the Indenture Trustee or the Manager, individually or taken together as a whole, (ii) which has had, or could reasonably be expected to have, a material and adverse effect on the ability of any Person described in clause (i) to perform its respective obligations under the Related Documents, or a material and adverse effect on enforceability or validity of any Related Document or (iii) which has had, or could reasonably be expected to have, a material and adverse effect on the rights and remedies of the Noteholders, any Series Enhancer or the Indenture Trustee.

     Maximum Hedging Amount: Has the meaning set forth in Section 631(a) of the Indenture.

     Maximum Substitution Limit: As of any date of determination, an amount equal to the sum of (a) the excess of (i) the product of (x) ten percent (10%) and (y) the sum of the Appraised Values of all Owner Compressors on

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such date, over (ii) the sum of the Appraised Values of all Substitute Compressors (as such term is modified below) and Deemed Substitute Compressors, in each case measured as of the last day of the month immediately preceding the applicable Substitution Date, and (b) the Appraised Value of all Hanover Legacy Substitutions, in each case as transferred to Issuer on a cumulative basis for the period commencing on the Closing Date to such date of determination; provided that, at any time during which the Series 2007-1 Notes are the only Series of Notes Outstanding, the Maximum Substitution Limit will be an amount equal to the product of (x) ten percent (10%) and (y) (I) the sum of the Appraised Values of all Owner Compressors owned by the Issuer as of November 30, 2007, increased by (II) the sum of the Appraised Values of all Owner Compressors (exclusive of Substitute Compressors) acquired by the Issuer after January 31, 2008.

The following Compressors shall not be considered to be Deemed Substitute Compressors or Substitute Compressors for the purpose of calculating the amount set forth in clause (ii) above, and the Appraised Values of such Compressors shall be excluded from such amount and shall not be considered a Deemed Substitution:

(1)	any Additional Compressor sold to the Issuer pursuant to the provisions of Section 2.01(a)(ii) of the Contribution Agreement;
(2)	any Eligible Compressor transferred to the Issuer pursuant to the provisions of Section 3.04(a)(i)(A)- (D) of the Contribution Agreement;
(3)	any Hanover Legacy Substitution;
(4)	any Eligible Compressor transferred to the Issuer pursuant to the provisions of Section 3.04(a)(i)(E) of the Contribution Agreement in connection with the mutual maintenance and servicing provision set forth in Section 5.13 of the Management Agreement; and
(5)	any Owner Compressor transferred by the Issuer to the holder of its Membership Interests in accordance with the provision of Section 648(B) of the Indenture.

     In calculating the amount set forth in clause (ii) above, the Appraised Values of the following Compressors shall be included in such calculation:

(1)	any Owner Compressor transferred to the Issuer in connection with a cure of a breach of the covenants set forth in Sections 643, 645 or 647 of the Indenture; and
(2)	without duplication of the amounts set forth in clause (1), any Eligible Compressor transferred to the Issuer in connection with a Deemed Substitution.

     Membership Interests: Has the meaning set forth in Section 2.01 of the Contribution Agreement.

     Minimum Hedging Amount: Has the meaning set forth in Section 631(a) of the Indenture.

     Minimum Principal Payment Amount: On each Payment Date for each Series of Notes, an amount equal to the excess of (i) the then unpaid principal balance of such Series of Notes then Outstanding, over (ii) the Minimum Targeted Principal Balance for such Series of Notes for such Payment Date.

     Minimum Targeted Principal Balance: For each Series of Notes for any Payment Date, the amount identified as such in the related Supplement for such Payment Date.

     Money: Any “money” as defined in the UCC.

     Monthly Operations Fee Rate: Has the meaning set forth in Section 11.3(a) of the Management Agreement.

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     Monthly Tape: An electronic data file containing the following information and any such other information as may be mutually agreed by the Issuer, the Requisite Global Majority and the Manager: (i) User name, address and telephone number, (ii) the Owner Compressor(s) contracted to such User, (including the manufacturer thereof and the related horsepower), (iii) the location of such Compressors, (iv) the monthly revenue for each Owner Compressor and (v) the monthly expenses for each Owner Compressor.

     Monthly Utilization Rate: For any calendar month, a fraction (expressed as a percentage), the numerator of which is equal to (x) the total number of horsepower of the Owner Compressors and the Other Exterran Compressors which are subject to a User Contract and the denominator of which is equal to (y) the total number of horsepower included in the Owner Compressors and the Other Exterran Compressors as of the last day of such calendar month.

     Moody’s: Moody’s Investors Services, Inc. and any successor.

     Net Book Value: With respect to an Owner Compressor, the net book value thereof determined in accordance with GAAP as reflected on the books and records of the applicable Person.

     Net Compressor Sales Proceeds: With respect to each Owner Compressor sold by, or on behalf of, the Issuer in accordance with the terms of the Related Documents, the net amount of the cash proceeds from the sale of such Owner Compressor, after deducting from the gross cash proceeds of such sale (i) all sales taxes and other Taxes as may be applicable to the sale or transfer of such Owner Compressor, (ii) all out of pocket fees, costs and expenses of such sale reasonably incurred by the Issuer in the case of a sale after the Legal Final Maturity Date, (iii) all discounts, offsets, credits or deductions from such proceeds, and (iv) any other amounts for which, if not paid, the Issuer would be liable as a result of such sale or which, if not paid, would constitute a Lien on such Owner Compressor.

     Net Revenue: As of any date of determination, an amount equal to the product of (i) the annualized equivalent of the then Pro-Forma Gross Compressor Contract Revenues and (ii) a percentage equal to the excess of (a) one hundred percent (100%) over (b) the Pro-Forma Management Fee Rate (stated as a percentage) then in effect. For purposes of calculating Net Revenue in connection with an advance under a Series of Warehouse Notes, any Eligible Compressor to be acquired with the proceeds of such advance shall be included in such calculation.

     Net Revenue Event: The condition that will exist on any Payment Date if (x) Net Revenue, calculated as of the last day of the preceding calendar month, is less than the product of (i) the Average Hedged Rate and (ii) the Aggregate Note Principal Balance as of such date of determination. Once a Net Revenue Event occurs, such Net Revenue Event will continue until the earlier to occur of (x) the date on which such Net Revenue Event is waived by the Requisite Global Majority and (y) subject to any restrictions or limitations set forth in the Related Documents, the date on which a subsequent or revised Manager Report indicates that such condition is no longer continuing.

     Net Revenue Limit: As of any date of determination, an amount equal to the product of (x) thirty-seven and one-half percent (37.5%), and (y) a fraction, the numerator of which is the excess of (1) Net Revenue as of such date of determination over (2) Excluded Net Revenues as of such date of determination, and the denominator of which is the Average Hedged Rate then in effect.

     Note Owners: With respect to a Global Note, the Person who is the owner of such Global Note, as reflected on the books of (i) the Depositary (a direct participant) or (ii) a Person maintaining an account with the Depositary (an indirect participant), in each case in accordance with the rules of the Depositary.

     Note Partial Termination Amount: With respect to any Payment Date, the amount of any early termination or other unpaid amounts (excluding taxes, indemnities and similar amounts), and any interest accrued thereon, payable to one or more Interest Rate Hedge Providers as a result of the termination by the Issuer (in whole or in part) of one or more transactions under the Interest Rate Swap Agreements such that, after giving effect to the termination of such Interest Rate Swap Agreements (including any payments of principal on such Payment Date), the aggregate notional amounts of all transactions under the Interest Rate Swap Agreements remaining in effect shall not exceed the Maximum Hedging Amount.

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     Note Purchase Agreement: With respect to any Series of Notes, any underwriting agreement or note purchase agreement for the Notes of such Series.

     Note Register: The register maintained by the Indenture Trustee pursuant to Section 205 of the Indenture.

     Note Registrar: Has the meaning as set forth in Section 205 of the Indenture.

     Noteholder or Holder: The Person in whose name a Note is registered in the Note Register.

     Notes: Any one of the promissory notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form attached to the related Supplement.

     Notice of Sole Control: An Exhibit to the Control Agreement.

     OFAC: The Office of Foreign Assets Control of the United States Department of the Treasury.

     Officer’s Certificate: A certificate signed by a duly authorized officer of the Person who is required to sign such certificate.

     Operations Fee: For any Payment Date one of the following amounts:

(1)

if Exterran or any Affiliate thereof is then fulfilling the role of the Manager, an amount equal to the then applicable Exterran Operations Fee; or

(2)

at all times not covered by clause (1), the actual operating fees incurred by a Replacement Manager in the Collection Period immediately preceding such Payment Date with respect to the Owner Compressors (including any Impositions of the type described in the first sentence of Section 5.8 of the Management Agreement, to the extent such Impositions are not Excluded Payments); provided, however, that to the extent that the amount set forth in this paragraph (2) exceeds an amount equal to one hundred seventeen percent (117%) of the amount that would have otherwise been payable pursuant to paragraph (1), then the amount of such excess shall be paid as “Excess Operations Expenses”, in each case to the extent that all or a portion of such amount has not been previously withheld by the Manager in accordance with the terms of the Related Document.

     For all Owner Compressors that, to the best knowledge of the Manager, are then subject to a continuing Casualty Loss, the Operations Fee shall be equal to zero.

     Operations Fee Rate: For each Owner Compressor managed by the Manager as of any date of determination, the excess of (i) one (1), over (i) the “Gross Margin Percentage for Domestic Contract Compression”, as set forth in the most recent quarterly or annual consolidated financial statement of Exterran delivered to the Indenture Trustee pursuant to the provision of Section 629 of the Indenture.

     Opinion of Counsel: A written opinion of counsel, who, unless otherwise specified, may be counsel employed by the Issuer, the Contributors or the Manager, in each case reasonably acceptable to the Person or Persons to whom such Opinion of Counsel is to be delivered. The counsel rendering such opinion may rely (i) as to factual matters on a certificate of a Person whose duties relate to the matters being certified and (ii) insofar as the opinion relates to local law matters, upon opinions of local counsel.

     Optional Alteration: This term shall have the meaning set forth in Section 638 of the Indenture.

     Organizational Documents: With respect to any Person, any certificate of incorporation, charter, by-laws, memorandum of association, partnership agreement, limited liability company agreement, certificate of formation of a limited liability company, certificate of limited partnership, certificate of trust, trust agreement or other agreement

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or instrument under which such Person is formed or organized, and which established the legal personality of such Person under Applicable Law, and any amendment to any of the foregoing.

     Other Exterran Compressors: As of any date of determination, all of the Exterran Compressors other than the Owner Compressors.

     Other Taxes: Has the meaning set forth in Section 206(b) of the Series 2007-1 Supplement dated as of the Closing Date by and between the Issuer and the Indenture Trustee.

     Outstanding: When used with reference to the Notes and as of any particular date, any Note theretofore and thereupon being authenticated and delivered except:

(1)	any Note canceled by the Indenture Trustee or proven to the satisfaction of the Indenture Trustee to have been duly canceled by the Issuer at or before said date;
(2)	any Note, or portion thereof, called for payment or redemption for which monies equal to the principal amount or redemption price thereof, as the case may be, with interest to the date of maturity or redemption, shall have theretofore been deposited with the Indenture Trustee (whether upon or prior to maturity or the redemption date of such Note);
(3)	any Note in lieu of or in substitution for which another Note shall subsequently have been authenticated and delivered; and
(4)	for voting purposes only, any Note held by the Issuer, the Contributors, Exterran, or any Affiliate of any such Person.

Notwithstanding the foregoing, any Note on which any portion of principal or interest has been paid by a Series Enhancer pursuant to an Enhancement Agreement shall be Outstanding until the Series Enhancer has been reimbursed in full therefor in accordance with the related Enhancement Agreement.

     Outstanding Obligations: As of any date of determination an amount equal to the sum of (i) the then unpaid principal balance of, and all accrued and unpaid interest payable on, all Notes, (ii) all other amounts (including Indemnity Amounts) owing to Noteholders or to any other Person under the Related Documents, including, without limitation, any amounts (including Reimbursement Amounts) owed to any Series Enhancer under any Insurance Agreement, Policy or any other Related Document, (iii) all amounts payable by the Issuer under any Interest Rate Swap Agreement (including without limitation, all termination amounts and breakage costs), and (iv) any premium payable to any Holder with respect to any Series.

     Overdue Rate: For any Series of Notes, the interest rate per annum set forth in the Supplement.

     Overhaul Fee: For any Payment Date and with respect to any Owner Compressor that has undergone an overhaul during the immediately preceding calendar month, the amount set forth in Section 5.6(c) of the Management Agreement (to the extent that all or a portion of such amount has not been previously withheld by the Manager in accordance with the terms of the Related Documents).

     Overhaul Fee Release Conditions: As of any date of determination, the existence of all of the following conditions: (i) no Event of Default or Manager Default shall have occurred and then be continuing; (ii) the Manager Termination Date shall not have occurred; and (iii) no Asset Base Deficiency is then existing or would result from such payment.

     Overhaul Policy: The overhaul policy of Exterran initially specified in Exhibit D to the Management Agreement and subsequently reported in accordance with the terms of the Management Agreement.

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     Owner Compressors: As of any date, all Compressors that are either owned by the Issuer or leased by Issuer from the Exterran ABS Lessor under a Lease as of such date (including, without limitation, all Contributed Compressors).

     Owner Lien Claim Amount: Has the meaning set forth in Section 4.2 of the Management Agreement.

     Ownership Interests: An ownership interest in a Global Note.

     Parent: With respect to any Person, any corporation, association, partnership, limited liability company, joint venture or other business entity which owns or controls, directly or indirectly, more than fifty percent (50%) of the voting stock or other voting equity interests in such Person.

     Payment Date: With respect to any Series, the twentieth (20th) day of each calendar month (or if such day is not a Business Day, the next succeeding Business Day) commencing on September 20^th, 2007.

     Payment Intangibles: Any “payment intangibles,” as such term in defined in Section 9-102(a)(61) of the UCC.

     Permissible Accidental Foreign Compressors: Any Owner Compressor that has been relocated to either Canada or Mexico for less than five (5) Business Days after the date on which a Responsible Officer of the Issuer or the Manager obtains knowledge of such condition; provided, however, that in no event shall the sum of the then Depreciated Values of all Permissible Accidental Foreign Compressors exceed (rounded, if not an integer, upwards to the nearest integer) an amount equal to the product of (i) two percent (2%), and (ii) the then Aggregate Depreciated Value.

     Permitted Affiliate Sale: Any sale of an Owner Compressor by the Issuer to an Exterran Affiliate that complies with the requirements of Section 645 of the Indenture.

     Permitted Below DV Compressors: As of any date of determination, any Owner Compressor that (i) is then subject to a User Contract, (ii) such User Contract contains a contractual purchase option in favor of such User, (iii) the Net Compressor Sales Proceeds to be received by the Issuer upon any exercise of such purchase option is less than the Depreciated Value of such Owner Compressor as of the Payment Date immediately preceding the applicable date on which such purchase is to be consummated and (iv) the Depreciated Value of such Owner Compressor, in the aggregate with the Depreciated Values of all other Permitted Below DV Compressors, does not exceed the Aggregate Five Percent Limit. For purposes of applying clause (iv), each affected User Contract will be considered individually in chronological order (i.e., oldest to most recent) based on the date of such User Contract.

     Permitted Encumbrance: With respect to the Collateral, any or all of the following:

(1)	Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained;
(2)	with respect to the Owner Compressors, carriers’, warehousemen’s, mechanics’, suppliers’, vendors’, workmen’s, repairmen’s, employees’, or other like Liens arising in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate Proceedings;
(3)	any Lien created by any Related Document;
(4)	with respect to the Owner Compressors, each Lease and each User Contracts with respect thereto entered into in the ordinary course of business;
(5)	with respect to the Owner Compressors, the rights of others under each Lease and each User Contracts expressly permitted by the terms of the Indenture; and

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(6) pre-judgment Liens for claims against the Issuer or any User permitted under the Indenture which are contested in good faith and Liens arising out of judgments or awards against the Issuer or any permitted User with respect to which an appeal or proceeding for review is being prosecuted in good faith and to which a stay of execution has been obtained pending such appeal or review;

provided that, any Proceedings of the type described in clauses (1) and (2) above: (A) could not be reasonably expected to subject the Issuer, the Indenture Trustee or any Noteholder to any civil or criminal penalty or liability, (B) do not involve a material danger of the sale, forfeiture or loss of the Collateral and (C) for the payment of such Liens adequate reserves are provided by the Manager in accordance with its general practice, if any.

     Person: An individual, a partnership, a limited liability company, a corporation, a joint venture, an unincorporated association, a joint-stock company, a trust, or other entity or a Governmental Authority.

     Plan: An “employee benefit plan,” as defined in Section 3(3) of ERISA or a “Plan” within the meaning of Section 4975(e)(1) of the Code.

     Predecessor Compressor: Has the meaning set forth in Section 3.04 of the Contribution Agreement.

     Premium: With respect to any Series of Notes having the benefit of an Enhancement Agreement, the amount identified as such in the related Supplement.

     Prepayments: Any mandatory or optional prepayment of principal of any Series of Notes prior to the Legal Final Maturity Date of such Series of Notes including, without limitation, any prepayment pursuant to Section 702 of the Indenture.

     Principal Terms: With respect to any Series, (i) the name or designation of such Series; (ii) the initial principal amount of the Notes to be issued for such Series (or method for calculating such amount); (iii) the interest rate (including the Applicable Debt Margin) and any commitment fee to be paid with respect to such Series (or method for the determination thereof); (iv) the Payment Date and the date or dates from which interest shall accrue and principal shall be paid; (v) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vi) the terms of the Series Enhancement with respect thereto and the related premium payable with respect to such Series Enhancement, if any; (vii) the Expected Final Payment Date and the Legal Final Maturity Date for the Series; (viii) the subordination of any future Series to the existing Series; (ix) the Control Party with respect to such Series; (x) the designation of such Series as either Warehouse Notes or Term Notes and (xi) any other terms of such Series.

     Proceeding: Any suit in equity, action at law, or other judicial or administrative proceeding.

     Proceeds: “Proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC.

     Pro-Forma Gross Compressor Contract Revenues: As of any date of determination, an amount equal to the sum of all contract compression payments (excluding Indemnity Amounts) billed during the immediately preceding Collection Period for all Eligible Compressors; provided, however, that all contract compression payments owing by any User for whom more than twenty percent (20%) (measured by Dollar value) of the unpaid contract compression payments owing by such User are more than one hundred twenty (120) days past due shall be excluded from such calculation.

     Pro-Forma Management Fee Rate: As of any date of determination, a percentage equal to the sum of the then S&A Fee Rate and the Operations Fee Rate.

     Prohibited Below DV Compressor: As of any date of determination, any Owner Compressor that (i) is then subject to a User Contract, (ii) such User Contract contains a contractual purchase option in favor of such User, (iii) the Net Compressor Sales Proceeds to be received by the Issuer upon any exercise of such purchase option are less than the Depreciated Value of such Owner Compressor as of the Payment Date immediately preceding such exercise date, and (iv) such Owner Compressor is not a Permitted Below DV Compressor.

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     Property Insurance: Has the meaning set forth in Section 5.7 of the Management Agreement.

     Prospective Owner: Has the meaning set forth in Section 208 of the Indenture.

     Prospective Trigger Event: The existence of any event or condition which, with the giving of notice or the passage of time or both, would constitute a Trigger Event.

     Public Global Notes: A Book Entry Note evidencing all or part of an issuance of Notes registered under the Securities Act and to which the provisions of Article II of the Indenture shall apply.

     Purchase Account: The account established by and held in the name of the Indenture Trustee for the benefit of the Noteholders, each Interest Rate Hedge Provider and each Series Enhancer pursuant to Section 313 of the Indenture.

     Purchase Criteria: With respect to each purchase of a Compressor(s) by the Issuer with funds on deposit in the Purchase Account, all of the following:

               (1) the Issuer and the Manager determine in good faith that such purchase of such Compressor(s) is in the best interests of the Issuer;

               (2) such purchase price of the Compressor(s) being purchased does not exceed the then fair market value of the Compressor(s) purchased and reflects an Appraised Value;

               (3) the Additional Compressor Criteria is satisfied with respect to such Compressor(s);

               (4) the Minimum Targeted Principal Balance and Scheduled Targeted Principal Balance for all Series of Notes shall have been adjusted by the Targeted Adjustment Amount in accordance with the terms of the Indenture;

               (5) no Prospective Trigger Event or Trigger Event exists immediately prior to, or following, such purchase; and

               (6) if the Appraised Value for such Compressor(s) is not permitted (pursuant to the definition of “Appraised Value”) to be determined by reference to the Net Book Value thereof, then the Issuer shall have received two (2) Appraisals with respect thereto, which Appraisals shall be dated not more than one hundred eighty (180) days prior to the Contribution Date or Substitution Date (as applicable) for such Compressor(s).

     Purchase Date: Each day on which the Issuer acquires an Additional Compressor with funds on deposit in the Purchase Account.

     Qualified Institutional Buyer: Has the meaning as defined in Rule 144A of the Securities Act.

     Rated Institutional Noteholder: An institutional Noteholder that has (or, if a Conduit Lender has a liquidity provider, the liquidity provider that has) long term unsecured debt obligations that are then rated “BBB-” or better by S&P and “Baa3” or better by Moody’s.

     Rating Agency or Rating Agencies: With respect to any outstanding Series or Class of Notes, each statistical rating agency selected by the Issuer with the approval of any Control Party for such Series to rate such Series or Class and that has an outstanding rating with respect to such Series or Class.

     Rating Agency Condition: With respect to any action to be taken or proposed action to be taken, shall mean that each Rating Agency shall have notified the Issuer, the Manager, each related Series Enhancer, each Interest Rate Hedge Provider and the Indenture Trustee in writing that such action will not result in a reduction or

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withdrawal of any rating at issuance of any Notes which are outstanding with respect to which it is a Rating Agency, including any underlying rating issued to a Series Enhancer of such Notes as if such Notes were issued without the benefit of any credit enhancement provided by such Series Enhancer.

     Record Date: With respect to any Payment Date, the last Business Day of the month preceding the month in which the related Payment Date occurs, except as otherwise provided with respect to a Series in the related Supplement. For Notes issued in book entry form, the last Business Day preceding the Payment Date.

     Records: All contracts and other documents, books, records and other information (including without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to any Compressor and/or any related Compressor Related Assets which the transferor of such Compressor has itself generated and in which the Issuer has acquired an interest pursuant to the Related Documents.

     Reimbursable Services: Has the meaning set forth in Section 11.5 of the Management Agreement.

     Reimbursement Amounts: Has the meaning set forth in the applicable Enhancement Agreement.

     Related Contributed Assets: With respect to any Compressor to be contributed to, substituted into, or acquired by, as the case may be, the Issuer pursuant to the terms of the Contribution Agreement, all Compressor Related Assets with respect to such Compressor.

     Related Documents: Any and all of the Indenture, the Supplement, the Series Notes, the Management Agreement, the Back-up Management Agreement, the Contribution Agreement, the Transfer Agreement, the Manager Guaranty, the Bill of Sale, all Note Purchase Agreements, all Interest Rate Swap Agreements, the Lease, each Enhancement Agreement, the Control Agreement, the Intercreditor Agreement, and any and all other agreements, documents and instruments executed and delivered by or on behalf or in support of the Issuer with respect to the issuance and sale of the Series Notes, as any of the foregoing may from time to time be amended, modified, supplemented or renewed; provided, the Back-up Management Agreement shall not be deemed to be a “Related Document” until such time as the Back-up Management Agreement shall have been duly executed and delivered by the parties thereto.

     Related Sold Assets: With respect to any Sold Compressor to be sold by the Contributors to the Issuer pursuant to the Bill of Sale, all Compressor Related Assets with respect to such Sold Compressor.

     Replacement Manager: Any Person appointed to replace the Manager as manager of the Owner Compressors pursuant to the provisions of Section 12.2 of the Management Agreement.

     Required Alteration: This term shall have the meaning set forth in Section 638 of the Indenture.

     Requisite Global Majority: This term shall have the meaning set forth in Section 209 of the Indenture.

     Responsible Officer: With respect to any Person other than the Indenture Trustee, the chief executive officer, the president, the chief financial officer, the senior vice president, the executive vice president, the chief operating officer or the treasurer of such Person, and with respect to the Indenture Trustee, an officer in the Corporate Trust Services Department of Wells Fargo Bank, National Association with responsibility for this transaction.

     Rule 144A: Rule 144A under the Securities Act, as such Rule may be amended from time to time.

     Rule 144A Global Notes: A Note evidencing all or a part of an issuance of the Notes, registered in the name of the Depositary or its nominee, and delivered to the Depositary pursuant to the Depositary’s instruction, in accordance with Section 202 of the Indenture and bearing the legend prescribed in Section 202 of the Indenture.

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     Run-time Credit Ratio: A fraction (expressed as a percentage) the numerator of which is equal to the aggregate run-time credits issued by the Manager to Users of the Owner Compressors during the three (3) immediately preceding calendar months and the denominator of which is the contract payments which were actually billed by the Manager with respect to the Owner Compressors subject to a User Contract during the three (3) immediately preceding calendar months.

     S&A Fee: For any Payment Date, the S&A Fee then due and payable pursuant to Section 11.1 of the Management Agreement, in each case to the extent that all or a portion of such amount has not been previously withheld by or otherwise paid to the Manager in accordance with the terms of the Related Document, calculated as follows:

(1)

if Exterran or any Affiliate thereof is then fulfilling the role of the Manager, the S&A Fee shall be an amount equal to the then applicable Exterran S&A Fee; provided, however, that to the extent that any adjustment to the Exterran S&A Fee pursuant to Section 11.2(c) of the Management Agreement results in an increase in the Exterran S&A Fee in excess of the increase in the Producer Price Index for the one year period ending on the date of such adjustment (plus two percent (2%) while no Trigger Event is continuing and zero at all other times), then the S&A Fee shall be capped at an amount equal to such Exterran S&A Fee as increased by the increase in the Producer Price Index (plus two percent (2%) while no Trigger Event is continuing and zero at all other times) and the amount by which the Exterran S&A Fee exceeds such increase in the increase in Producer Price Index (plus two percent (2%) while no Trigger Event is continuing and zero at all other times) shall be classified and paid as “Excess S&A Expenses”; or

(2)

if Exterran or any Affiliate thereof is not then fulfilling the role of the Manager the actual selling and administrative fees incurred by a Replacement Manager in the Collection Period immediately preceding such Payment Date with respect to the Owner Compressors; provided, however, that to the extent that the amount set forth in this paragraph (2) exceeds an amount equal to one hundred seventeen percent (117%) of the amount that would have been payable pursuant to paragraph (1) above, then the amount of such excess shall be classified and paid as “Excess S&A Expenses”.

     S&A Fee Rate: This term shall have the meaning set forth in Section 11.2(b) of the Management Agreement.

     S&P: Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and any successor.

     Sale: Has the meaning set forth in Section 816 of the Indenture.

     Sanctioned Country: A country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time.

     Sanctioned Person: Any of the following currently or in the future: (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country or (C) a person resident in a Sanctioned Country, to the extent the agency, organization, or person is subject to a sanctions program administered by OFAC.

     Scheduled Principal Payment Amount: On each Payment Date for each Series of Notes, the amount equal to the excess, if any, of (i) the then unpaid principal balance of such Series of Notes (after giving effect to any payment of the Minimum Principal Payment Amount for such Series of Notes for such Payment Date) over (ii) the Scheduled Targeted Principal Balance for such Series of Notes for such Payment Date.

     Scheduled Targeted Principal Balance: For each Series of Notes for each Payment Date, the amount identified as such in the related Supplement for such Payment Date.

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     Secured Obligations: This term has the meaning set forth in the Granting Clause of the Indenture.

     Securities Account: Has the meaning set forth in Section 8-501(a) of the UCC.

     Securities Act: The Securities Act of 1933, as amended from time to time.

     Securities Entitlement: Has the meaning set forth in Section 8-102(17) of the UCC.

     Securities Intermediary: Has the meaning set forth in Section 8-102(a)(14) of the UCC.

     Securitization Collateral: This term has the meaning set forth in the Intercreditor Agreement.

     Securitization Collections: This term has the meaning set forth in the Intercreditor Agreement.

     Security: Has the meaning set forth in Section 2(1) of the Securities Act.

     Senior Secured Credit Agreement: The Senior Secured Credit Agreement, dated as of August 20, 2007, among Exterran, Universal Compressor Canada, Limited Partnership, Wachovia Bank, as administrative agent, and the other lenders named therein, as amended, modified, restated or supplemented.

     Series: Any series of Notes established pursuant to a Series Supplement.

     Series 2007-1 Notes: The Series of Notes issued by the Issuer on the Closing Date and designated as such.

     Series Account: Any deposit, trust, escrow or similar account maintained for the benefit of the Noteholders of any Series as specified in the related Supplement.

     Series Enhancement: The rights and benefits provided to the Noteholders of any Series pursuant to any surety bond, financial guaranty insurance policy, insurance agreement or other similar arrangement.

     Series Enhancer: With respect to any Series of Notes, this term shall have the meaning set forth in the related Supplement.

     Series Enhancer Commitment Fees: With respect to any Series of Warehouse Notes that have the benefit of an Enhancement Agreement, the amount identified as such in the related Supplement.

     Series Enhancer Default: With respect to any Series of Notes, this term shall have the meaning set forth in the related Supplement.

     Series Issuance Date: With respect to any Series, the date on which the Notes of such Series are originally issued in accordance with Section 1006 of the Indenture and the related Supplement.

     Series Noteholders: With respect to any Series of Notes, the Person(s) reflected in the Note Register as being a registered owner of a Note.

     Series Notes: See Series.

     Series Supplement: A Supplement to the Indenture pursuant to which a Series of Notes is established.

     Services Standard: A level of care, diligence and skill consistent with generally accepted industry standards; or if the Manager is Exterran or an Exterran Affiliate, the higher of (i) the standard set forth above and (ii) the standards which Exterran or an Exterran Affiliate employs with respect to Other Exterran Compressors of similar type, model or age.

     Sold Compressor: A Compressor sold or contributed by the Contributors to the Issuer.

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     State: Any state of the United States of America and, in addition, the District of Columbia.

     Status Report: This term has the meaning set forth in Section 3.3(c) of the Back-up Management Agreement.

     Subsidiary: A subsidiary of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50.0%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof.

     Substitute Compressor: Has the meaning set forth in Section 3.04 of the Contribution Agreement.

     Substitution Date: Each day on which a Substitute Compressor is substituted for a Predecessor Compressor in accordance with the terms of the Contribution Agreement.

     Supplement: Any supplement to the Indenture executed in accordance with Article X of the Indenture.

     Supplemental Principal Payment Amount: On any Payment Date is equal to one of the following amounts: (i) prior to the occurrence and continuance of a Trigger Event, an amount equal to the excess (if any) of the Aggregate Note Principal Balance (after giving effect to the payment on such Payment Date of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts for all Series of Notes, to the extent actually paid (or available to be paid after giving effect to the payment of all amounts senior pursuant to Section 302 of the Indenture)) over the Asset Base, and (ii) after the occurrence and continuance of a Trigger Event (as determined in accordance with the provisions of Section 702(b) of the Indenture), an amount equal to the remaining Available Distribution Amount available on that Payment Date after paying amounts senior pursuant to Section 302 of the Indenture.

     Supporting Obligations: Any “supporting obligations,” as such term in defined in Section 9-102(a)(77) of the UCC.

     Systems Data: This term has the meaning set forth in Section 2.2(b) of the Back-up Management Agreement.

     Targeted Adjustment Amount: For any specified Collection Period, is equal to the excess of (X) the product of (i) the Advance Rate, and (ii) the excess of (a) the sum of the Depreciated Values of all Owner Compressors that were released from the Lien of the Indenture during the immediately preceding Collection Period as the result of a Casualty Loss, condemnation, transfer, sale, substitution or other exchange permitted pursuant to the terms of the Related Documents other than a distribution permitted under Section 648 of the Indenture, over (b) the sum of (i) the Depreciated Values of all Owner Compressors that became subject to the Lien of the Indenture during the immediately preceding Collection Period as the result of a purchase, contribution, substitution or other exchange permitted pursuant to the terms of the Related Documents and (ii) the change (positive or negative) in amounts on deposit in the Purchase Account on the last day of the immediately preceding Collection Period (as compared to the last day of the Collection Period preceding such Collection Period) over (Y) the aggregate unpaid principal balance on the last day of the immediately preceding Collection Period of all Warehouse Notes for which no Commitment Termination Date has occurred; provided, however, that the Targeted Adjustment Amount shall not be less than zero (0).

     Tax and Taxes: Any and all present and future fees (including license, documentation and registration fees), taxes (including income, gross receipt, sales, rental, use, turnover, value added, property (tangible and intangible), excise and stamp taxes), Other Taxes, licenses, levies, imposts, duties, recording charges or fees, charges, assessments and withholdings of any nature whatsoever, together with any and all assessments, penalties, fines, additions thereto and interest thereon, in each case imposed by any Governmental Authority or other taxing authority (other than those arising out of the applicable Indemnitee’s negligence).

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     Term Note: Any Note that pays principal and interest on each Payment Date from and after its Series Issuance Date.

     Top Users: Those Users with the largest percentage of Eligible Compressors based on the total horsepower (measured as of a Concentration Measurement Date) of the Eligible Compressors contracted to such Users.

     Transaction Accounts: The Trust Account, the Purchase Account, each Series Account and each ABS Lockbox Account, collectively.

     Transfer Agreement: The transfer certificate and bill of sale, dated as of August 20, 2007, between the Issuer, as transferor, and the Exterran ABS Lessor, as transferee.

     Transition Plan: This term has the meaning set forth in Section 2.2(a) of the Back-up Management Agreement.

     Trigger Event: The occurrence and continuance beyond any applicable grace or cure period of any of the following events or conditions: (i) a Manager Default, (ii) an Event of Default, (iii) an Undercollateralization Event, (iv) a Net Revenue Event, (v) a Free Cash Flow Event, or (vi) the Issuer’s failure to comply with the Hedging Requirements within thirty (30) days from the Closing Date (such failure is not subject to any grace or cure period).

     Trust Account: The account established by and held in the name of the Indenture Trustee for the benefit of the Noteholders, each Interest Rate Hedge Provider, and each Series Enhancer pursuant to Section 302 of the Indenture.

     UCC: The Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Indenture Trustee’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection of priority and for purposes of definitions related to such provisions.

     UCC Contracts: All contracts, undertakings, franchise agreements or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments), arising out of or in any way related to the Owner Compressors or the Notes, in or under which the Issuer may now or hereafter have any right, title or interest, including, without limitation, the Management Agreement, the Contribution Agreement, the Bill of Sale, any Interest Rate Swap Agreements and any related agreements, security interests or UCC or other financing statements and, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

     United States: The United States of America.

     Undercollateralization Event: The condition that will exist on any Payment Date if (x) the Aggregate Note Principal Balance as of such Payment Date (measured after giving effect to any advances and/or principal payments to be made on the Notes on such Payment Date and sale and contribution of Eligible Compressors on or prior to such Payment Date), exceeds (y) the sum of (i) the Debt Limit as of such Payment Date (measured after giving effect to acquisitions and dispositions of Owner Compressors to be made on or prior to such Payment Date) and (ii) the product of (A) the sum of (a) the product of (I) the Excess Customer Concentration Amount and (II) the Aggregate Depreciated Value, (b) the product of (I) the Excess 499 H/P Amount and (II) the sum of the Depreciated Values of those Owner Compressors with 100 or more horsepower but not more than 499 horsepower and (c) the product of (I) the Excess 999 H/P Amount and (II) the sum of the Depreciated Values of those Owner Compressors with 500 or more horsepower but not more than 999 horsepower, in each case measured as of such Payment Date, and (B) the Advance Rate.

Once an Undercollateralization Event occurs, such Undercollateralization Event shall continue until the earlier to occur of (i) the date on which such Undercollateralization Event is waived by the Requisite Global Majority and

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(ii) subject to the limitations and restrictions set forth in the Related Documents, the date on which a subsequent or revised Manager Report indicates that such condition is no longer continuing.

     US $ or US Dollars: The lawful currency of the United States of America.

     User: Any Person who contracts for the service of an Owner Compressor from the Issuer or the Manager, acting on behalf of the Issuer.

     User Contract: Any Contract of one or more Owner Compressors entered into between the Issuer (or the Manager acting on behalf of the Issuer) and a User.

     Wachovia Bank: Wachovia Bank, National Association, a national association, and its successors and permitted assigns.

     Wachovia Capital: Wachovia Capital Markets, LLC, a Delaware limited liability company, and its successors and permitted assigns.

     Warehouse Notes: Any Series of Notes that by its terms has a revolving period during which periodic payments of principal on such Series of Notes are not scheduled to be paid.

     Warranty Purchase Amount: With respect to any Contributed Compressor, the Appraised Value of such Contributed Compressor as of the Contribution Date.

     Warranty Repurchase Compressor: Any Owner Compressor that is required to be repurchased in accordance with the terms of the Contribution Agreement or the Management Agreement, as the case may be.

     Weighted Average Age: As of any date of determination, an amount equal to the sum, for each Eligible Compressor, of a fraction, the numerator of which is equal to the product of (x) the number of years (or portion thereof) elapsed from the date on which such Eligible Compressor was originally built and (y) the number of horsepower in such Eligible Compressor, and the denominator of which is equal to the total number of horsepower for all Eligible Compressors; provided, however, that for purposes of Section 3.04 of the Contribution Agreement, the Weighted Average Age shall be determined solely on the basis of all Predecessor Compressors or Substitute Compressors, as the case may be, actually transferred on such Substitution Date in accordance with Section 3.04 of the Contribution Agreement.

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Schedule 1 – Perfection Certificate – Issuer

[SEE ATTACHED]

Schedule 2 – Perfection Certificate – Exterran ABS Lessor

[SEE ATTACHED]

EX-10.9

EXHIBIT 10.9

EXTERRAN ABS 2007 LLC

Issuer

EXTERRAN ABS LEASING 2007 LLC
Exterran ABS Lessor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
Indenture Trustee

SERIES 2007-1 SUPPLEMENT

Dated as of August 20, 2007

to

INDENTURE

Dated as of August 20, 2007

SERIES 2007-1 Notes

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions; Calculation Guidelines
Section 101. Definitions		1
ARTICLE II
Creation of the Series 2007-1 Notes
Section 201. Designation		9
Section 202. Authentication and Delivery		10
Section 203. Interest Payments on the Series 2007-1 Notes		10
Section 204. Principal Payments on the Series 2007-1 Notes		11
Section 205. Amounts and Terms of Series 2007-1 Noteholder Commitments		12
Section 206. Taxes		14
Section 207. Increased Costs; Capital Adequacy; Illegality		15
ARTICLE III
Series 2007-1 Series Account and Allocation and Application of Amounts Therein
Section 301. Series 2007-1 Series Account		16
Section 302. Distributions from Series 2007-1 Series Account		17
ARTICLE IV
Additional Covenants; Additional Condition Precedent
Section 401. Use of Proceeds		19
Section 402. Issuance of Additional Series		19
ARTICLE V
Conditions of Effectiveness and Future Lending
Section 501. Effectiveness of Supplement		19
Section 502. Advances on Series 2007-1 Notes		21

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	Page
ARTICLE VI
Miscellaneous Provisions
Section 601. Ratification of Indenture		22
Section 602. Counterparts		22
Section 603. Governing Law		22
Section 604. Amendments and Modifications		22
Section 605. Consent to Jurisdiction		22
Section 606. Waiver of Jury Trial		23
Section 607. No Petition		23

EXHIBITS

A      Form of Series 2007-1 Note

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SERIES 2007-1 SUPPLEMENT, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, this “Supplement”), among Exterran ABS 2007 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), Exterran ABS Leasing 2007 LLC, a limited liability company organized under the laws of the State of Delaware (“Exterran ABS Lessor”) and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

W I T N E S S E T H :

          Pursuant to the Indenture, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”), among the Issuer, Exterran ABS Lessor and the Indenture Trustee, the Issuer may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a Supplement to the Indenture.

          Pursuant to this Supplement, the Issuer, Exterran ABS Lessor and the Indenture Trustee shall create a new Series of Notes and specify the Principal Terms thereof.

     NOW THEREFORE, in consideration of the mutual agreements herein contained, each of the Issuer and the Indenture Trustee agrees as follows for the benefit of the other parties, the Series 2007-1 Noteholders:

ARTICLE I

Definitions; Calculation Guidelines

          Section 101. Definitions. (a) Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms:

     Adjusted Eurodollar Rate: For each Interest Accrual Period, an interest rate per annum equal to the quotient, expressed as a percentage and rounded upwards (if necessary) to the nearest 1/100 of 1%, obtained by dividing (i) the LIBOR Rate for such Interest Accrual Period, by (ii) the decimal equivalent of 100% minus the applicable Eurodollar Reserve Percentage.

     Affected Party: Each Series 2007-1 Noteholder, each Liquidity Provider, each Deal Agent, each Liquidity Agent and each Interest Rate Hedge Provider.

     Aggregate Existing Commitment: As of any date of determination, an amount equal to the sum of the then Existing Commitments of all Series 2007-1 Noteholders.

     Aggregate Series 2007-1 Note Principal Balance: As of any date of determination, an amount equal to the sum of the then Series 2007-1 Note Principal Balances of all Series 2007-1 Notes then Outstanding.

     Alternative Rate: With respect to any unpaid Series 2007-1 Advance during an Interest Accrual Period, an interest rate per annum equal to the Adjusted Eurodollar Rate for such Interest Accrual Period; provided, however, that the Alternative Rate shall be the Base Rate if (i) such Series 2007-1 Advance was funded on a day other than the first day of such Interest Accrual Period, or (ii) on or before the first day of the related Interest Accrual Period, the related Deal Agent shall have been notified that a Eurodollar Disruption Event has occurred and is continuing.

     Applicable Debt Margin: With respect to each Interest Accrual Period, one of the following amounts:

(i)	except as specified in clause (ii) below, 82.5 hundredths of one percent (0.825%); or
(ii)	if the Alternative Rate used during the applicable Interest Accrual Period is the Base Rate, then, for any period of time for which such Alternative Rate is the Base Rate, zero.

     Base Principal Balance: For each Interest Accrual Period, an amount equal to the lesser of (i) the average Aggregate Series 2007-1 Note Principal Balance during such Interest Accrual Period, and (ii) Eight Hundred Million Dollars ($800,000,000).

     Base Rate: With respect to each Interest Accrual Period, a fluctuating rate of interest per annum equal to the higher of (a) the Prime Rate and (b) the Federal Funds Rate plus 1.50% per annum.

     Breakage Costs: Any reasonable amounts as shall compensate a Series 2007-1 Noteholder for any loss, cost or expense incurred (as reasonably determined by the related Deal Agent related thereto in its sole discretion on behalf of such Series 2007-1 Noteholder) by such Series 2007-1 Noteholder in connection with funding obtained by it with respect to a Series 2007-1 Advance as a result of (i) the failure of the Issuer to accept funding of a Series 2007-1 Advance in accordance with a Funding Notice submitted by the Issuer, (ii) the failure of the Issuer to make a prepayment (when permitted pursuant to the Indenture and this Supplement) of the principal balance of, or accrued interest on, any Series 2007-1 Note for which the Issuer has delivered a notice of prepayment in accordance with the terms of any of the Indenture, this Supplement or the Series 2007-1 Note Purchase Agreement or (iii) the Issuer making a payment of the principal balance of or accrued interest on any Series 2007-1 Note on a day other than a Payment Date. Nothing contained herein shall obligate the Issuer to pay Breakage Costs with respect to any prepayment actually made by the Issuer on a Payment Date.

     Commercial Paper: Any Commercial Paper Note issued by a Series 2007-1 Noteholder for the purpose of financing or maintaining its investment in the Series 2007-1 Notes, including all such Commercial Paper Notes issued to re-finance matured Commercial Paper Notes issued by such Series 2007-1 Noteholder that were originally issued to finance or maintain such Series 2007-1 Noteholder’s investment in the Series 2007-1 Notes.

     Commercial Paper Note: A short-term promissory note issued by a Person that has a maturity date of between 1 and 270 days after the issuance date thereof.

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     Commitment Fee: This term shall have the meaning set forth in Section 205(d) of this Supplement.

     Commitment Termination Date: With respect to the Series 2007-1 Notes, the earliest to occur of any of the following events or conditions:

(1)	the Scheduled Termination Date then in effect shall have occurred;
(2)	an Asset Base Deficiency exists on any Payment Date (determined after giving effect to all Series 2007-1 Advances made (or to be made) and principal payments and prepayments actually paid on such Payment Date);
(3)	the first date on which either a Manager Default or an Event of Default shall have occurred and be continuing; and
(4)	the first date on which any of an Undercollateralization Event, a Net Revenue Event or Free Cash Flow Event occurs; provided, however, that the Issuer shall have the right to cure on or prior to the next succeeding Payment Date any Undercollateralization Event, any Net Revenue Event or any Free Cash Flow Event on not more than one (1) occasion in the aggregate during each period of three hundred sixty-four (364) consecutive days commencing on the Series Issuance Date.

If any of the foregoing events or conditions occur or exist, the Commitment Termination Date shall occur immediately unless each Series 2007-1 Noteholder shall have waived in writing such event or condition. Upon any permissible cure of the event or condition described in clause (4) above, the occurrence of the Commitment Termination Date shall be rescinded as of the date on which such permissible cure is effected.

     Conduit Purchaser: Each of VFCC and any other Person that finances or maintains its investment in the Series 2007-1 Notes through the issuance of Commercial Paper pursuant to this Agreement or a properly completed Related Group Addition Notice in the form of Exhibit B to the Series 2007-1 Note Purchase Agreement and their successors and assigns.

     Control Party: With respect to the Series 2007-1 Notes, the Majority of Holders of the Series 2007-1 Notes.

     Deal Agent: Any or all, as the context may require, of the following: (i) with respect to VFCC, Wachovia Capital Markets, LLC and (ii) with respect to any other Conduit Purchaser, the Person acting as deal agent for such Conduit Purchaser pursuant to a properly completed Related Group Addition Notice in the form of Exhibit B to the Series 2007-1 Note Purchase Agreement.

     Default Fee: For any Payment Date with respect to the Series 2007-1 Notes, the amount of incremental fees payable on the Series 2007-1 Notes in accordance with the provisions of Section 203(b) hereof over the amount of interest payable pursuant to Section 203(a) hereof.

     Eurodollar Disruption Event: As of any date of determination, the existence of any of the following events or conditions: (a) a determination by a Series 2007-1 Noteholder, the related Liquidity Provider (or any of its assignees or participants) or the related Deal Agent that it would

3

be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain Dollars in the London interbank market to make, fund or maintain any Series 2007-1 Advance for such Interest Accrual Period, (b) a determination by a Series 2007-1 Noteholder, the related Liquidity Provider (or any of its assignees or participants) or the related Deal Agent that the rate at which deposits of Dollars are being offered to such lender in the London interbank market does not accurately reflect the cost to such Series 2007-1 Noteholder or Liquidity Provider (or any of its assignees or participants) of making, funding or maintaining any Series 2007-1 Advance for such Interest Accrual Period, (c) the inability of a Series 2007-1 Noteholder or the related Liquidity Provider (or any of its assignees or participants) to obtain Dollars in the London interbank market to make, fund or maintain any Series Advance for such Interest Accrual Period or (d) any Liquidity Provider shall have notified the related Deal Agent of the inability, for any reason, of such Liquidity Provider or any of its assignees or participants to determine the Adjusted Eurodollar Rate.

     Eurodollar Reserve Percentage: With respect to any unpaid Series 2007-1 Advance for any day in any Interest Accrual Period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such percentage shall be so applicable), the reserve percentage applicable on such day under regulations issued from time to time by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for Wachovia Bank, National Association, with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in Regulation D of the Federal Reserve Board, as in effect from time to time) and having a term equal to such Interest Accrual Period.

     Existing Commitment: The Initial Commitment, as such amount may be reduced from time to time in accordance with the terms of the Series 2007-1 Note Purchase Agreement.

     Expected Final Payment Date: With respect to the Series 2007-1 Notes, the Payment Date occurring in July 2012.

     Federal Funds Rate: With respect to the Series 2007-1 Notes, as of any date of determination, a fluctuating interest rate per annum equal to the weighted average of the federal funds rates and confirmed in Federal Reserve Board Statistical Release H. 15 (519) or any successor or substitute publication selected by the Deal Agents (or, if such day is not a Business Day, for the next preceding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of each Deal Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (New York City time).

     Funding Notice: This term has the meaning set forth in the Series 2007-1 Note Purchase Agreement.

     Increased Costs: Any fees, expenses or increased costs charged to a Series 2007-1 Noteholder on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule, or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority.

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     Incremental Margin: Fifty-two and one half hundredths of one percent (0.525%).

     Incremental Principal Balance: For each Interest Accrual Period, an amount equal to the excess, if any, of (i) the average Aggregate Series 2007-1 Note Principal Balance during such Interest Accrual Period, over (ii) Eight Hundred Million Dollars ($800,000,000).

     Initial Commitment: With respect to any Series 2007-1 Noteholder, the amount set forth as such on such Series 2007-1 Noteholder’s respective signature page to the Series 2007-1 Note Purchase Agreement.

     Interest Accrual Period: With respect to a Payment Date, the period beginning with, and including, the immediately preceding Payment Date and ending on the day immediately preceding such Payment Date; except that the initial Interest Accrual Period shall be the period beginning with and including the Closing Date and ending on and including September 19, 2007.

     Interest Payment: With respect to any Payment Date, the Series 2007-1 Note Interest Payment payable on such Payment Date.

     Legal Final Maturity Date: With respect to the Series 2007-1 Notes, the Payment Date occurring in July 2012.

     LIBOR Rate: With respect to each Interest Accrual Period, an interest rate per annum equal to:

(1)	the posted rate for 30-day deposits in United States Dollars appearing on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the second Business Day preceding the commencement of such Interest Accrual Period; or
(2)	if no such rate appears on Reuters Screen LIBOR01 Page at such time and on such day, then the LIBOR Rate shall be determined by Wachovia Bank, National Association, at its principal office in Charlotte, North Carolina as its rate (each such determination, absent manifest error, to be conclusive and binding on all parties hereto and their assignees) at which 30-day deposits in Dollars are being, have been, or would be offered or quoted by Wachovia Bank, National Association, to major banks in the applicable interbank market for Eurodollar’ deposits at or about 11:00 a.m. (Charlotte, North Carolina time) on such day; or
(3)	if a Eurodollar Disruption Event is then continuing, the Base Rate.

     Liquidity Agent: Any or all, as the context may require, of the following: (i) with respect to VFCC, the VFCC Liquidity Agent, and (ii) with respect to any other Conduit Purchaser, the Person acting as agent for its related Liquidity Providers pursuant to a properly completed Related Group Addition Notice in the form of Exhibit B to the Series 2007-1 Note Purchase Agreement.

     Liquidity Agreement: Any or all, as the context may require, of the VFCC Liquidity Agreement, and each other liquidity agreement or liquidity purchase agreement (however denominated) among a Liquidity Agent, one or more related Liquidity Providers, the related Series 2007-1 Noteholder that is a Conduit Purchaser and any other parties thereto, in each case

5

as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time in accordance with its terms.

     Liquidity Provider: All of the following: (i) each Person so listed on the signature pages of the VFCC Liquidity Agreement and (ii) each other institution that, pursuant to the terms of a Liquidity Agreement, becomes a liquidity provider under a Liquidity Agreement.

     Minimum Principal Payment Amount. For the Series 2007-1 Notes for any Payment Date, one of the following amounts:

(a)	for each Payment Date occurring prior to the Legal Final Maturity Date for the Series 2007-1 Notes, zero; or
(b)	for the Legal Final Maturity Date for the Series 2007-1 Notes, the Aggregate Series 2007-1 Note Principal Balance on such date.

     Minimum Targeted Principal Balance: For the Series 2007-1 Notes for any Payment Date, one of the following amounts:

(c)	for each Payment Date occurring prior to the Legal Final Maturity Date for the Series 2007-1 Notes, the Aggregate Series 2007-1 Note Principal Balance on such Payment Date; or
(d)	for the Payment Date occurring on the Legal Final Maturity Date for the Series 2007-1 Notes, zero.

     Note: This term shall mean a Series 2007-1 Note.

     Overdue Rate: For any date of determination with respect to the Series 2007-1 Notes, an interest rate per annum equal to the sum of (i) the Base Rate then in effect, plus (ii) two percent (2%) per annum.

     Other Taxes: This term has the meaning set forth in Section 206(b) of this Supplement.

     Prime Rate: With respect to any unpaid Series 2007-1 Advance on any day during an Interest Accrual Period, the interest rate per annum announced by Wachovia Bank, National Association, from time to time as its “prime rate” or “base rate” in the United States, such rate to change as and when such designated rate changes. The prime rate is not intended to be the lowest rate of interest charged by Wachovia Bank, National Association in connection with extensions of credit to debtors.

     Reuters Screen LIBOR01 Page: The display page currently so designated on the Reuters Monitor Money Rates Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market), as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the Deal Agent and notified by the Deal Agent to the Issuer and the Manager).

6

     Scheduled Principal Payment Amount: For the Series 2007-1 Notes, one of the following amounts:

(a)	for each Payment Date occurring prior to the Legal Final Maturity Date for the Series 2007-1 Notes, zero; or
(b)	for the Payment Date occurring on the Legal Final Maturity Date for the Series 2007-1 Notes, the Aggregate Series 2007-1 Note Principal Balance on such Payment Date.

     Scheduled Targeted Principal Balance: For each Payment Date for the Series 2007-1 Notes, the Aggregate Series 2007-1 Note Principal Balance on such Payment Date.

     Scheduled Termination Date: This term shall have the meaning set forth in the Series 2007-1 Note Purchase Agreement.

     Series 2007-1: The Series of Notes the terms of which are specified in this Supplement.

     Series 2007-1 Advance: Each advance of funds made by a Series 2007-1 Noteholder pursuant to the terms of this Supplement and the Series 2007-1 Note Purchase Agreement.

     Series 2007-1 Availability: As of any date of determination for any Series 2007-1 Noteholder prior to the Commitment Termination Date, the lesser of (A) the excess, if any of (x) the Existing Commitment of such Series 2007-1 Noteholder on such date of determination over (y) the then Series 2007-1 Note Principal Balance of the Series 2007-1 Note owned by such Series 2007-1 Noteholder on such date of determination; and (B) the product of (i) the Series 2007-1 Percentage of such Series 2007-1 Noteholder, and (ii) the excess, if any, of (x) the Asset Base (calculated after giving effect to any Eligible Compressors to be acquired with the proceeds of such Series 2007-1 Advance) over (y) the Aggregate Series 2007-1 Note Principal Balance (calculated prior to giving effect to the requested Series 2007-1 Advance). On or subsequent to the Commitment Termination Date, the Series 2007-1 Availability shall be zero.

     Series 2007-1 Note: Any note, substantially in the form of Exhibit A hereto, issued pursuant to the terms of Section 201 of this Supplement, and any and all replacements or substitutions of any such note.

     Series 2007-1 Note Interest Payment: For each Payment Date, an amount equal to the sum of the following amounts:

     (A) the product of (i) the Incremental Principal Balance during the related Interest Accrual Period, and (ii) an interest rate per annum equal to the sum of (x) the Alternative Rate for such Interest Accrual Period, (y) the Applicable Margin, and (z) the Incremental Margin;

     (B) the product of (i) the Base Principal Balance during the related Interest Accrual Period, and (ii) an interest rate per annum equal to the sum of (x) the Alternative Rate for such Interest Accrual Period and (y) the Applicable Margin.

7

     Series 2007-1 Note Principal Balance: With respect to any Series 2007-1 Note as of any date of determination, an amount equal to the excess of (i) the sum of all Series 2007-1 Advances made on or subsequent to the Closing Date by the related Series 2007-1 Noteholder, over (ii) the cumulative amount of all payments of Minimum Principal Payment Amounts, Scheduled Principal Payment Amounts, allocated portions of Supplemental Principal Payment Amounts and any other principal payments actually received subsequent to the Closing Date with respect to such Series 2007-1 Note.

     Series 2007-1 Note Purchase Agreement: The Note Purchase Agreement, dated as of August 20, 2007, among the Issuer, Exterran ABS Lessor, Wachovia Capital Markets, LLC and VFCC and certain other parties thereto, with respect to the Series 2007-1 Notes.

     Series 2007-1 Note Unused Commitment: With respect to any Series 2007-1 Noteholder as of any date of determination, one of the following amounts: (A) prior to the Commitment Termination Date, an amount equal to the excess of (i) the Existing Commitment then in effect for such Series 2007-1 Noteholder, over (ii) the Series 2007-1 Note Principal Balance of the Series 2007-1 Note owned by such Series 2007-1 Noteholder as of such date (measured after giving effect to all Series 2007-1 Advances made and all principal payments to be received by such Series 2007-1 Noteholder on such date), and (B) on or subsequent to the Commitment Termination Date, zero.

     Series 2007-1 Noteholder: As of any date of determination, any Person in whose name a Series 2007-1 Note is registered in the Note Register.

     Series 2007-1 Percentage: With respect to any Series 2007-1 Noteholder as of any date of determination, a fraction (expressed as a percentage), the numerator of which is the Existing Commitment of such Series 2007-1 Noteholder and the denominator of which is equal to the Aggregate Existing Commitments of all Series 2007-1 Noteholders.

     Series 2007-1 Series Account: The account of that name established in accordance with Section 301 hereof.

     Series Issuance Date: For the Series 2007-1 Notes, August 20, 2007.

     VFCC: Variable Funding Capital Company LLC, a Delaware limited liability company, and its successors and assigns.

     VFCC Deal Agent: Wachovia Capital Markets, LLC, a limited liability company organized under the laws of the State of Delaware, and its successors and permitted assigns.

     VFCC Liquidity Agent: Wachovia Capital Markets, LLC, a limited liability company organized under the laws of the State of Delaware, and its successors and permitted assigns.

     VFCC Liquidity Agreement: The Liquidity Agreement, dated as of August 20, 2007 as amended, restated or otherwise modified from time to time, among VFCC, the Liquidity Providers named therein and the VFCC Liquidity Agent.

     (b) Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Appendix A to the Indenture, as such Appendix A may be amended,

8

supplemented or otherwise modified from time to time in accordance with the provisions of the Indenture. The rules of usage set forth in such Appendix A shall apply to this Supplement.

ARTICLE II

Creation of the Series 2007-1 Notes

          Section 201. Designation. (a) There is hereby created a Series of Notes to be issued in one Class pursuant to the Indenture and this Supplement to be known as “Exterran ABS 2007 LLC Floating Rate Secured Notes, Series 2007-1”. The Series 2007-1 Notes will be issued on the Series Issuance Date in the initial maximum principal balance of One Billion Dollars ($1,000,000,000) and the Aggregate Existing Commitment of the Series 2007-1 Notes on the Series Issuance Date shall be One Billion Dollars ($1,000,000,000). The Series 2007-1 Notes will not have priority over any other Series, except to the extent set forth in the Indenture (including Section 302(g) thereof) or in the Supplement for such other Series. The Series 2007-1 Notes are designated as a Series of Warehouse Notes. The initial Payment Date for the Series 2007-1 Notes shall be September 20, 2007.

          (b) On the Series Issuance Date, the Issuer shall sell the Series 2007-1 Notes to VFCC pursuant to the Series 2007-1 Note Purchase Agreement and deliver such Series 2007-1 Notes in accordance herewith and therewith. The Series 2007-1 Notes shall be issued as Definitive Notes, substantially in the form of Exhibit A hereto. The transfer restrictions set forth in Sections 205(g) and (h) of the Indenture shall not be applicable to any transfer of a Series 2007-1 Note (or an interest therein) by any Series 2007-1 Noteholder to one or more Liquidity Providers in accordance with the provisions of the Liquidity Agreement.

          (c) Payments of principal on the Series 2007-1 Notes shall be payable from funds on deposit in the Series 2007-1 Series Account, or otherwise, at the times and in the amounts set forth in Articles III and VII of the Indenture and Article III of this Supplement. As more fully set forth in this Supplement, so long as no Event of Default has occurred and is continuing, no Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts are scheduled to be owing on any Payment Date occurring prior to the Legal Final Payment Date.

          (d) As of the Closing Date, the Series 2007-1 Notes have not been rated by a Rating Agency. So long as no Series of Notes shall be rated by any Rating Agencies, any reference in any Related Document to the “Rating Agency Condition” or to the approval of the Rating Agencies shall be deemed to be a requirement for approval by the Requisite Global Majority.

          (e) So long as no Enhancement Agreement is in effect with respect to the Series 2007-1 Notes, any right or privileges contained in any Related Document that accrues to, or is exercisable by a Series Enhancer, shall be, with respect to Series 2007-1, exercisable by the Majority of Holders of Series 2007-1. Any notice or report to be mailed to the Series Enhancer shall be mailed to each Series 2007-1 Noteholder.

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          (f) As of the Closing Date, there are no Enhancement Agreements with respect to Series 2007-1 and accordingly no Series Enhancer Defaults shall be applicable with respect to Series 2007-1.

          (g) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Supplement shall govern.

          Section 202. Authentication and Delivery.

          (a) On the Closing Date, the Issuer shall sign the Series 2007-1 Notes, and shall direct the Indenture Trustee in writing pursuant to Section 201 of the Indenture to duly authenticate the Series 2007-1 Notes, and the Indenture Trustee, upon receiving such direction, (i) shall authenticate (by manual or facsimile signature), subject to compliance with the conditions precedent set forth in Article V hereof and the Series 2007-1 Note Purchase Agreement, the Series 2007-1 Notes in accordance with such written directions, and (ii) subject to compliance with the conditions precedent set forth in Article V hereof and the Series 2007-1 Note Purchase Agreement, shall deliver such Series 2007-1 Notes to the Noteholders in accordance with such written directions.

          (b) The Series 2007-1 Notes shall be executed by manual or facsimile signature by the Issuer and shall be substantially in the form of Exhibit A hereto.

          (c) The Series 2007-1 Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $100,000 in excess thereof.

          Section 203. Interest Payments on the Series 2007-1 Notes.

          (a) Interest on Series 2007-1 Notes. Interest shall be due and payable on each Series 2007-1 Note on each Payment Date in an amount equal to the Series 2007-1 Note Interest Payment for such Series 2007-1 Note on such Payment Date. Each Deal Agent shall, by not later than the fifth (5th) Business Day preceding each Payment Date, deliver to each of the Issuer, the Manager and the Control Party a calculation of the Interest Payments payable on the Series 2007-1 Notes on such Payment Date. Such Interest Payments shall be payable on each Payment Date from amounts on deposit in the Series 2007-1 Series Account in accordance with Section 302 of this Supplement. To the extent that the amount of interest which is due and payable on any Payment Date is not paid in full on such date, such shortfall shall be due and payable on the immediately succeeding Payment Date.

          (b) Interest on Overdue Amounts. If the Issuer shall default in the payment of (i) the Series 2007-1 Note Principal Balance on the Legal Final Maturity Date, or (ii) the Series 2007-1 Note Interest Payment for any Series 2007-1 Note on any Payment Date, or (iii) any other amount due to the Series 2007-1 Noteholders under this Supplement and/or the Indenture on the date when due, then, in each case, the Issuer shall, from time to time, pay interest on such unpaid amounts, to the extent permitted by Applicable Law, to, but not including, the date of actual payment (after as well as before judgment), at a rate per annum equal to the Overdue Rate, for the period during which such principal, interest or other amount shall be unpaid from the due date of such payment to the date of actual payment thereof. Default Fees shall be distributed

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from the Series 2007-1 Series Account at the times and subject to the priorities set forth in Section 302 of this Supplement.

          (c) Maximum Interest Rate. In no event shall the interest charged with respect to a Series 2007-1 Note exceed the maximum amount permitted by Applicable Law. If at any time the interest rate charged with respect to a Series 2007-1 Note exceeds the maximum rate permitted by Applicable Law, the rate of interest to accrue pursuant to this Supplement and such Series 2007-1 Note shall be limited to the maximum rate permitted by Applicable Law, but any subsequent reductions in the Alternative Rate shall not reduce the interest to accrue on such Series 2007-1 Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Series 2007-1 Note equals the amount of interest that would have accrued if a varying rate per annum equal to the interest rate had at all times been in effect. If the total amount of interest paid or accrued on the Series 2007-1 Note under the foregoing provisions is less than the total amount of interest that would have accrued if the interest rate had at all times been in effect, the Issuer agrees to pay to the Series 2007-1 Noteholders an amount equal to the difference between (a) the lesser of (i) the amount of interest that would have accrued if the maximum rate permitted by Applicable Law had at all times been in effect, or (ii) the amount of interest that would have accrued if the interest rate had at all times been in effect, and (b) the amount of interest accrued in accordance with the other provisions of this Supplement.

          (d) Interest on the Series 2007-1 Notes calculated utilizing the LIBOR Rate and fees shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day ) occurring in the period for which such interest is payable. Interest on Series 2007-1 Notes calculated utilizing the Base Rate shall be computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable.

          Section 204. Principal Payments on the Series 2007-1 Notes. (a) The unpaid principal balance of the Series 2007-1 Notes shall be payable on each Payment Date occurring prior to the Legal Final Maturity Date from amounts on deposit in the Series 2007-1 Series Account, or funds otherwise available for such purpose, in an amount equal to that portion of the Supplemental Principal Payment Amount for such Payment Date that has been allocated to the Series 2007-1 Notes in accordance with the terms of the Indenture. The Aggregate Series 2007-1 Note Principal Balance, together with all unpaid interest (including all Default Fees), fees (including all Commitment Fees), expenses, Breakage Costs and all other amounts payable by the Issuer to the Series 2007-1 Noteholders, each Interest Rate Hedge Provider and the Indenture Trustee pursuant to the terms of the Indenture and this Supplement, shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2007-1 Notes have been accelerated in accordance with Section 802 of the Indenture and (y) the Legal Final Maturity Date.

          (b) The Issuer may, on any Payment Date and upon three (3) Business Days’ prior written notice to the Indenture Trustee and the Series 2007-1 Noteholders (which notice shall be irrevocable when given), voluntarily prepay, in whole or in part, the Aggregate Series 2007-1 Note Principal Balance by making a wire transfer to the Series 2007-1 Series Account; provided, however, that (i) each such voluntary prepayment to each Series 2007-1 Noteholder must be for an amount of not less than Five Hundred Thousand Dollars ($500,000) and (ii) the

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Issuer may not make such repayment from funds in the Transaction Accounts, except to the extent that funds in any such account would otherwise be distributable to the Series Account for application to the unpaid principal of the Series 2007-1 Notes or payable to the Issuer, in each case in accordance with the terms of Section 302 of the Indenture, or are otherwise expressly available to the Issuer for such Prepayment. In connection with any Prepayment made in accordance with this Section 204(b), the Issuer shall pay an amount equal to the sum of (i) accrued interest in the principal balance being prepaid to the date of such Prepayment, (ii) any Breakage Costs assessed by the Deal Agents, on behalf of the related Series 2007-1 Noteholders and related Liquidity Providers, and (iii) any fees and costs (including, without limitation, termination payments) assessed by the Interest Rate Hedge Provider, but otherwise without prepayment premium or penalty.

          Section 205. Amounts and Terms of Series 2007-1 Noteholder Commitments.

          (a) Commitments. Subject to the terms and conditions of this Supplement and the Series 2007-1 Note Purchase Agreement, each Series 2007-1 Noteholder shall make its Initial Commitment available to the Issuer during the period commencing on (and including) the Closing Date and ending on (but excluding) the Commitment Termination Date.

          (b) Series 2007-1 Advances. Prior to the Commitment Termination Date each Series 2007-1 Note shall be a revolving note with a maximum principal amount equal to the Existing Commitment then in effect for the related Series 2007-1 Noteholder. Each Deal Agent shall maintain a record of all Series 2007-1 Advances and repayments made on the Series 2007-1 Notes and absent manifest error such records shall be conclusive. On any two (2) Business Days in any calendar month requested by the Issuer and (except with respect to the initial Series 2007-1 Advance) so long as the Issuer shall have given three (3) Business Days’ prior written notice to the Indenture Trustee, the Deal Agents and the Control Party, and shall have satisfied all applicable conditions precedent set forth in Article V hereof, each Series 2007-1 Noteholder shall, subject to the terms and conditions of the Series 2007-1 Note Purchase Agreement, deposit in the account designated by the Issuer by wire transfer of same day funds an amount in Dollars equal to its Series 2007-1 Percentage of the requested Series 2007-1 Advance; provided, however, that, each Series 2007-1 Advance by each Series 2007-1 Noteholder shall be for an amount (A) not less than the lesser of (x) its then unused Series 2007-1 Note Existing Commitment and (y) Five Million Dollars ($5,000,000), and (B) not greater than the Series 2007-1 Availability of such Series 2007-1 Noteholder on such Business Day; provided, further, that in the event that any Series 2007-1 Noteholder fails to make a Series 2007-1 Advance in accordance with its Series 2007-1 Note Existing Commitment, then the other Series 2007-1 Noteholder(s) shall not be obligated to fund the Series 2007-1 Percentage of the defaulted Series 2007-1 Noteholder(s).

          (c) (1) Each request for a Series 2007-1 Advance shall be submitted in writing to the Deal Agents in the manner contemplated in the Indenture by not later than 1:00 p.m. (Charlotte, North Carolina time) on the third (3^rd) Business Day prior to the date of the requested Series 2007-1 Advance and shall be irrevocable when given.

(2) Each request for a Series 2007-1 Advance shall constitute a reaffirmation by Issuer that (i) no Event of Default, Manager Default, Trigger Event or Prospective Trigger Event has occurred

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and is continuing, (ii) the representations and warranties of the Issuer contained in the Related Documents are true, correct and complete in all material respects to the same extent as though made on and as of the date of the request, except to the extent such representations and warranties specifically relate to an earlier date, in which event they shall be true, correct and complete in all material respects as of such earlier date and (iii) that each of the conditions precedent to such Series 2007-1 Advance have been satisfied.

(3)

If (i) any Series 2007-1 Advance requested by the Issuer is not made or effectuated, for any reason whatsoever, related to a default or nonperformance by the Issuer, on the date specified thereof or (ii) any optional prepayment of the Series 2007-1 Notes is not made when specified in the notice delivered pursuant to Section 204 of this Supplement, the Issuer shall indemnify each Series 2007-1 Noteholder against any Breakage Costs.

          (d) On each Payment Date, the Issuer shall pay a commitment fee (the “Commitment Fee”) to each Series 2007-1 Noteholder, which shall be in an amount equal to the sum of the product for each day during the immediately preceding Interest Accrual Period of (x) one quarter of one percent (0.25%) per annum, (y) a fraction (expressed as percentage) the numerator of which is one and the denominator of which is equal to 360 and (z) the Series 2007-1 Note Unused Commitment of such Series 2007-1 Noteholder on such date. Such Commitment Fee shall be payable from amounts then on deposit in the Series 2007-1 Series Account, or amounts otherwise available for such purpose, in accordance with Section 302 hereof.

          (e) All payments of principal and interest on the Series 2007-1 Notes shall be paid to the Series 2007-1 Noteholders reflected in the Note Register as of the related Record Date by wire transfer of immediately available funds for receipt prior to 11:00 a.m. (New York City time) on the related Payment Date. Any payments received by a Series 2007-1 Noteholder after 11:00 a.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day.

          (f) All payments received by any Deal Agent from the Issuer by wire transfer of immediately available funds prior to 11:00 a.m. (New York City time) on the related Payment Date shall be disbursed by such Deal Agent to the Series 2007-1 Noteholders or the Liquidity Provider (as applicable) by no later than 3:00 p.m. on such Business Day. Any payments received by the Deal Agent after 11:00 a.m. (New York City time) on any day shall be paid to the Series 2007-1 Noteholders or Liquidity Provider (as applicable) by 11:00 a.m. on the next Business Day.

          (g) The Aggregate Series 2007-1 Note Principal Balance of the Series 2007-1 Notes shall be required to be prepaid at the time and in the amounts set forth in Section 702(b) of the Indenture. In addition, Holders of the Series 2007-1 Notes are entitled to receive, at the times and subject to the conditions set forth in the Indenture, an allocable portion (as determined in accordance with Section 302(g) of the Indenture) of any Supplemental Principal Payment Amount.

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          Section 206. Taxes.

          (a) In addition to payments of principal and interest on the Series 2007-1 Notes when due, the Issuer shall pay any and all Taxes, and all liabilities with respect thereto, excluding, in the case of each Series 2007-1 Noteholder and any Person to whom a Series 2007-1 Noteholder has sold an interest in the Series 2007-1 Note, the Deal Agent and any Liquidity Provider (such Series 2007-1 Noteholder and any such Person being an “Indemnified Party”), such Taxes as are imposed on or measured by each Indemnified Party’s net income by the jurisdiction under the laws of which such Indemnified Party, as the case may be, is organized or maintains an office or any political subdivision thereof.

          (b) In addition, the Issuer shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Supplement or any other documents related to the issuance of the Series 2007-1 Notes except for any such taxes due upon the transfer by a Series 2007-1 Noteholder of its Series 2007-1 Notes to any Person other than the Series Enhancer (if the Series Enhancer is not then the Majority of Holders of Series 2007-1) (hereinafter referred to as “Other Taxes”).

          (c) If any Taxes or Other Taxes are directly asserted or imposed against any Indemnified Party, the Issuer shall indemnify and hold harmless such Indemnified Party for the full amount of the Taxes or Other Taxes (including any Taxes or Other Taxes asserted or imposed by any jurisdiction on amounts payable under this Section 206) paid by the Indemnified Party and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted or imposed. If the Issuer fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Indemnified Party the required receipts or other required documentary evidence, the Issuer shall indemnify the Indemnified Party for any incremental Taxes or Other Taxes, interest or penalties that may become payable by the Indemnified Party as a result of any such failure. Payment under this indemnification shall be made by Issuer immediately upon written demand therefor by any Indemnified Party; provided that such payment shall be made in accordance with the priorities for distributions set forth in Section 302 of this Supplement. Indemnified Party shall give prompt notice to Issuer of any assertion of Taxes or Other Taxes so that Issuer may, at its option, contest such assertion.

          (d) Within thirty (30) days after the date of any payment by the Issuer of Taxes or Other Taxes, the Issuer shall furnish to each of the Series 2007-1 Noteholders the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Series 2007-1 Noteholders.

          (e) Taxes and Other Taxes shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer in the event such amounts are not paid in accordance with Section 302 of this Supplement.

          (f) On or before the date it acquires a Series 2007-1 Note (and, so long as it may properly do so, periodically thereafter, as requested by Issuer, to keep forms up to date),

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each Series 2007-1 Noteholder that is organized under the laws of a jurisdiction outside the United States of America hereby is deemed to have agreed by its acceptance of its Series 2007-1 Note to deliver to the Indenture Trustee any certificates, documents or other evidence that shall be required by the Code (or any regulations issued pursuant thereto) to establish that, assuming the Series 2007-1 Notes are properly characterized as indebtedness, it is exempt from existing United States Federal withholding requirements, including two (2) original copies of Internal Revenue Service Form W-8BEN or Form W-8ECI or any applicable successor form, properly completed and duly executed by the Series 2007-1 Noteholder certifying that it is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income taxes (or at a reduced rate). If any Series 2007-1 Noteholder does not comply with the requirements of this Section 206(f), then the amounts payable to such Series 2007-1 Noteholder pursuant to this Section 206 shall be limited to reflect such withholding. Any payment made by any Person to any Series 2007-1 Noteholder of Series 2007-1 Note Interest Payment, Scheduled Principal Payment Amount or Commitment Fees shall be considered as having been paid by the Issuer to the Series 2007-1 Noteholder for all purposes of this Supplement.

          Section 207. Increased Costs; Capital Adequacy; Illegality.

          (a) If either (i) the introduction of, or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) after the Closing Date in or in the interpretation of any law or regulation or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (A) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any Series 2007-1 Note, or any right to make Series 2007-1 Advance hereunder, or on any payment made hereunder, (B) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of the Adjusted Eurodollar Rate), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (C) impose any other condition affecting a Series 2007-1 Note or any Series 2007-1 Noteholder’s rights hereunder, the result of which is to increase the cost to any Affected Party of maintaining its investment in the Series 2007-1 Note or to reduce the amount of, or the rate of return on, any sum received or receivable by an Affected Party under this Supplement, then within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Issuer and/or Exterran ABS Lessor shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered.

          (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy and accounting pronouncements or interpretations of Accounting Research Bulletin No. 51, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a

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consequence of its obligations hereunder or under the other Related Documents or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Issuer and/or the Exterran ABS Lessor shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction.

          (c) If as a result of any event or circumstance similar to those described in clauses (a) or (b) of this Section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Series 2007-1 Advances hereunder, then within ten (10) days after demand by such Affected Party, the Issuer shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it.

          (d) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Issuer and the Manager a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error.

          (e) If a Liquidity Provider shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall in turn so notify the Issuer, whereupon all Series 2007-1 Advances in respect of which Series 2007-1 Note Interest Payment accrues at the Adjusted Eurodollar Rate shall immediately be converted into a Series 2007-1 Advance in respect of which interest accrues at the Base Rate.

          (f) Any amounts payable by the Issuer pursuant to this Section 207 are contingent upon the availability of funds to make such payment in accordance with the provisions of Section 302 hereof and, to the extent such funds are not available, shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer in the event that such amounts are not paid in accordance with Section 302 of this Supplement.

ARTICLE III

Series 2007-1 Series Account and
Allocation and Application of Amounts Therein

          Section 301. Series 2007-1 Series Account. The Issuer shall establish on the Closing Date and maintain, so long as any Series 2007-1 Note is Outstanding, an Eligible Account at Wells Fargo Bank, National Association which shall be designated as the Series 2007-1 Series Account, which account shall be held in the name of the Indenture Trustee for the benefit of the Series 2007-1 Noteholders pursuant to the Indenture and this Supplement. All

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deposits of funds into the Series 2007-1 Series Account by the Issuer or any other Person shall be accumulated in, and withdrawn from, the Series 2007-1 Series Account in accordance with the provisions of the Indenture and this Supplement. Any funds on deposit in the Series 2007-1 Series Account shall be invested in the same manner as the funds deposited and held in the Trust Account.

          Section 302. Distributions from Series 2007-1 Series Account.

          (a) On each Payment Date and on each other date on which any payment is to be made with respect to the Series 2007-1 Notes in accordance with Section 203 or 204 hereof, the Indenture Trustee shall distribute funds then on deposit in the Series 2007-1 Series Account in accordance with the priorities set forth below:

          (I) If an Event of Default shall not have occurred and be continuing (as determined in accordance with the provisions of Section 818 of the Indenture):

(1)	To each Deal Agent, on behalf of each related Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative amounts owing pursuant to this clause (1)) of the Interest Payments (exclusive of Default Fees) payable with respect to the Series 2007-1 Notes for such Payment Date and all prior Payment Dates;
(2)	To each Deal Agent, on behalf of each related Holder of a Series 2007-1 Note on the immediately preceding Record Date, on a pro rata basis (based on the relative amounts owing pursuant to this clause (2)), the Commitment Fee payable to each such Holder for such Payment Date and all prior Payment Dates;
(3)	To the Deal Agent, on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative Series 2007-1 Note Principal Balances) of the Minimum Principal Payment Amount then due and payable with respect to the Series 2007-1 Notes on such Payment Date;
(4)	To the Deal Agent, on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative Series 2007-1 Note Principal Balances) of the Scheduled Principal Payment Amount then due and payable with respect to the Series 2007-1 Notes on such Payment Date;
(5)	To the Deal Agent on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative Series 2007-1 Note Principal Balances) of that portion of the

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	Supplemental Principal Payment Amount allocable to the Series 2007-1 Notes on such Payment Date, until the Aggregate Series 2007-1 Note Principal Balance has been reduced to zero;
(6)	To the Deal Agent on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative amounts owing to each such Holder) of indemnities and other amounts (including Default Fees) then due and payable by the Issuer to the Series 2007-1 Noteholders pursuant to the Related Documents; and
(7)	To the Issuer, any remaining amounts then on deposit in the Series 2007-1 Series Account.

          (II) If an Event of Default shall have occurred and be continuing (as determined in accordance with the provisions of Section 818 of the Indenture):

(1)	To each Deal Agent on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative amounts owing pursuant to this clause (1)) of the Interest Payments (exclusive of Default Fees) payable with respect to the Series 2007-1 Notes for such Payment Date and all prior Payment Dates;
(2)	To each Deal Agent, on behalf of each related Holder of a Series 2007-1 Note on the immediately preceding Record Date, on a pro rata basis (based on the relative amounts owing pursuant to this clause (2)), the Commitment Fee payable to each such Holder for such Payment Date and all prior Payment Dates;
(3)	To each Deal Agent on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative Series 2007-1 Note Principal Balances) of the Available Distribution Amount allocable to the Series 2007-1 Notes by the Indenture Trustee to the Series 2007-1 Series Account pursuant to clause (11)(A) of Section 302(e) of the Indenture, until the Aggregate Series 2007-1 Note Principal Balance has been reduced to zero;
(4)	To each Deal Agent on behalf of each Holder of a Series 2007-1 Note on the immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative amounts owing to each such Holder) of indemnities and other amounts (including Default Fees) then due and payable by the Issuer to the Series 2007-1 Noteholders pursuant to the Related Documents; and

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(5) To the Issuer, any remaining amounts then on deposit in the Series 2007-1 Series Account.

Any amounts payable to a Noteholder pursuant to this Section 302 shall be made by wire transfer of immediately available funds to the account that such Noteholder has designated to the Indenture Trustee in writing on or prior to the Business Day immediately preceding the Payment Date. Any amounts payable by the Issuer hereunder are contingent upon the availability of funds to make such payment in accordance with the provisions of this Section 302 hereof and, to the extent such funds are not available, shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding involving the Issuer in the event that such amounts are not paid in accordance with Section 302 of this Supplement.

ARTICLE IV

Additional Covenants; Additional Condition Precedent

          In addition to the covenants set forth in Article VI A of the Indenture, the Issuer hereby makes the following additional covenants for the benefit of the Series 2007-1 Noteholders:

          Section 401. Use of Proceeds. The proceeds from the issuance of the Series 2007-1 Notes shall be used to (i) acquire Eligible Compressors and (ii) for general corporate purposes.

          Section 402. Issuance of Additional Series. Neither the Issuer nor Exterran ABS Lessor shall issue any additional Series of Notes pursuant to the Indenture without the prior written consent of the Majority of Holders of Series 2007-1.

ARTICLE V

Conditions of Effectiveness and Future Lending

          Section 501. Effectiveness of Supplement. The effectiveness of this Supplement is subject to the condition precedent that the Indenture Trustee and each Series 2007-1 Noteholder shall have received all of the following, each duly executed and dated as of the Closing Date, in form and substance satisfactory to each of the Series 2007-1 Noteholders and each (except for the Series 2007-1 Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for and each Series 2007-1 Noteholder:

          (a) Series 2007-1 Notes. Separate Series 2007-1 Notes executed by the Issuer and Exterran ABS Lessor in favor of each Series 2007-1 Noteholder in the aggregate stated principal amount of the Series 2007-1 Note Existing Commitment of such Series 2007-1 Noteholders.

          (b) Certificate(s) of Secretary or Assistant Secretary. Separate certificates executed by the corporate secretary or assistant secretary of the Issuer, Exterran ABS Lessor and each Exterran Affiliate that is party to any Related Document, each dated the Closing Date, certifying (i) that the respective company has the authority to execute and deliver, and perform

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its respective obligations under each of the Related Documents to which it is a party, and (ii) that attached are true, correct and complete copies of the organic documents, authorizations and incumbency certificates of such Person in form and substance satisfactory to the Series 2007-1 Noteholders, as to such matters as they shall require.

          (c) Security Documents. The Indenture and this Supplement, in form and substance satisfactory to the Series 2007-1 Noteholders and the Indenture Trustee, shall have been executed and delivered by Issuer and Exterran ABS Lessor, and all other parties thereto, together with all Uniform Commercial Code financing statements, the Control Agreement(s) and other documents reasonably requested by Series 2007-1 Noteholders or the Indenture Trustee.

          (d) Opinions of Counsel. Opinions of Counsel to the Issuer and Exterran ABS Lessor, Exterran and the Contributors in form and substance satisfactory to the Series 2007-1 Noteholders and the Control Party as to the matters described below:

(1)	True sale of the Compressors and the Related Sold Assets or Related Contributed Assets, as the case may be, by each of the Contributors to the Issuer;
(2)	A “paramount rights” opinion with respect to the transfer of the Compressors and the Related Sold Assets or Related Contributor Assets as the case may be, between the Issuer and Exterran ABS Lessor;
(3)	Nonconsolidation of either the Issuer or Exterran ABS Lessor with any of the Contributors or Exterran;
(4)	All corporate and securities matters with respect to each of the Issuer, Exterran ABS Lessor, the Contributors and Exterran;
(5)	Perfection and priority of the security interest in the Owner Compressors and other Collateral is created by each of the Issuer and Exterran ABS Lessor in favor of the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture; and
(6)	The Notes shall be treated as indebtedness under the Indenture for United States federal income tax purposes and each of the Issuer and Exterran ABS Lessor will not be treated as an association taxable as a corporation for United States federal income tax purposes.

          (e) Related Documents. Each of the Related Documents shall have been duly executed and delivered and all of the conditions precedent therein have either been satisfied or waived by each Series 2007-1 Noteholder.

          (f) Insurance. Each of the Indenture Trustee and each Deal Agent shall have received certificates evidencing insurance coverage satisfying the requirements of Section 5.7 of the Management Agreement.

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          (g) Up Front Fee. The Issuer shall have paid, or made arrangements for payment satisfactory to each Deal Agent for, the fees (if any) due to each Deal Agent and the Conduit Purchasers on the Closing Date.

          (h) Credit and Collection Policy. The Issuer shall have delivered to each Deal Agent (i) two (2) copies of Exterran’s Credit and Collection Policy and (ii) Exterran’s Overhaul Policy, each in form and substance satisfactory to each Deal Agent.

          (i) Issuer Certificate. An officer’s certificate certifying that all of the conditions set forth in clauses (a) through (h) above have been satisfied.

          (j) Closing of Merger. The merger or other consolidation of Universal Compression Holdings, Inc. and Hanover Compressor Company has closed (resulting in the Subsidiaries of Universal Compression Holdings, Inc. and Hanover Compressor Company becoming subsidiaries of Exterran Holdings, Inc.)

          Section 502. Advances on Series 2007-1 Notes. The obligation of each of the Series 2007-1 Noteholders to make a Series 2007-1 Advance pursuant to its commitment under this Supplement and the Series 2007-1 Note Purchase Agreement is subject to the following further conditions precedent being fulfilled with respect to each such Series 2007-1 Advance (including any such Series 2007-1 Advance on the Series Issuance Date (if any)):

          (a) Default. Before and after giving effect to such Series 2007-1 Advance, no Event of Default or Manager Default shall have occurred and be continuing (without regard to any waiver of such condition by the Requisite Global Majority) unless such Series 2007-1 Advance has been approved by each Series 2007-1 Noteholder.

          (b) No Trigger Event, Prospective Trigger Event or Asset Base Deficiency. Before and after giving effect to such Series 2007-1 Advance, no Trigger Event, Prospective Trigger Event or Asset Base Deficiency shall have occurred and be continuing unless such Series 2007-1 Advance has been approved by each Series 2007-1 Noteholder.

          (c) Certification. Issuer shall have delivered to each Deal Agent a compliance certificate, signed by a Responsible Officer of Issuer stating that (i) each of the conditions precedent set forth in this Section 502 and in the Series 2007-1 Note Purchase Agreement have been satisfied with respect to such Series 2007-1 Advance and (ii) each of the representations and warranties of the Issuer contained in each Related Document is true and correct in all material respects as of the date of such Series 2007-1 Advance (or, in the case of the initial Series 2007-1 Advance, that each of such representations and warranties is true and correct in all respects as of the date of such initial Series 2007-1 Advance).

          (d) Asset Base Certificate. Issuer shall have delivered to each Deal Agent a duly completed and executed Asset Base Certificate, determined after giving effect to any Eligible Compressors and Eligible Contracts to be acquired with the proceeds of such Series 2007-1 Advance, which demonstrates that, after giving effect to such Series 2007-1 Advance, no Asset Base Deficiency would exist after giving effect to such Series 2007-1 Advance.

          (e) Commitment Termination Date. The Commitment Termination Date shall not have occurred or, if such Commitment Termination Date shall have occurred, each Series

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2007-1 Noteholder shall have waived the event or condition that has caused the occurrence of the Commitment Termination Date.

          (f) Issuer Certificate. An officer’s certificate certifying that all of the conditions set forth in paragraphs (a) through (e) of this Section 502 have been satisfied.

ARTICLE VI

Miscellaneous Provisions

          Section 601. Ratification of Indenture. As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Supplement, shall be read, taken and construed as one and the same instrument.

          Section 602. Counterparts. This Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

          Section 603. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          Section 604. Amendments and Modifications. The terms of this Supplement may be waived, modified or amended in a written instrument signed by each of the Issuer, Exterran ABS Lessor, the Control Party for Series 2007-1 and the Indenture Trustee and, except with respect to the matters set forth in (and subject to the terms of) Section 1001 of the Indenture, only with the prior written consent of (i) the Control Party for the Series 2007-1 Notes, and (ii) solely in the case of the matters set forth in the last proviso to Section 1002(a) of the Indenture, the prior written consent of the Holders of all Series 2007-1 Notes affected by such waiver, modification or amendment.

          Section 605. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE ISSUER ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, STATE OF NEW YORK AND EACH OF THE ISSUER AND EXTERRAN ABS LESSOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS SUPPLEMENT AND THE OTHER RELATED DOCUMENTS, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE ISSUER HEREBY AND EXTERRAN ABS LESSOR IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION, HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NY 10011, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE

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OF ACCEPTING SERVICING OF LEGAL PROCESS AND THE ISSUER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. EACH OF THE ISSUER AND EXTERRAN ABS LESSOR SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS SUPPLEMENT AND THE OTHER RELATED DOCUMENTS SHALL HAVE BEEN PAID BY ISSUER AND EXTERRAN ABS LESSOR IN FULL. IF SUCH AGENT SHALL CEASE TO SO ACT, THE ISSUER SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY TO THE INDENTURE TRUSTEE AND SHALL PROMPTLY DELIVER TO THE INDENTURE TRUSTEE EVIDENCE IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.

          Section 606. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

          Section 607. No Petition. The Indenture Trustee, on its own behalf, hereby covenants and agrees, and each Noteholder by its acquisition of a Series 2007-1 Note shall be deemed to covenant and agree, that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Insolvency Law or any other federal or state bankruptcy or similar law, at any time other than on a date which is at least one year and one day after the last date on which any Series 2007-1 Note is Outstanding. The provisions of this Section 607 shall survive the repayment of the Notes and any termination of this Supplement.

[Signature page follows.]

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          IN WITNESS WHEREOF, the Issuer, Exterran ABS Lessor and the Indenture Trustee have caused this Supplement to be duly executed and delivered by their respective officers all as of the day and year first above written.

EXTERRAN ABS 2007 LLC
By:	/s/ J. Michael Anderson
	Name:	J. Michael Anderson
	Title:	Senior Vice President
EXTERRAN ABS LEASING 2007 LLC
By:	/s/ J. Michael Anderson
Name:	J. Michael Anderson
Title:	Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Indenture Trustee
By:	/s/ Melissa Philibert
	Name:	Melissa Philibert
	Title:	Vice President

EXHIBIT A

FORM OF SERIES 2007-1 NOTE

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED FOR SALE, TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET FORTH IN SECTION 205 OF THE INDENTURE. BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO THE DEAL AGENTS

EACH PURCHASER OF A SERIES 2007-1 NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT TO THE INITIAL PURCHASER, THE ISSUER, EXTERRAN ABS LESSOR, THE INDENTURE TRUSTEE AND THE MANAGER THAT EITHER (1) IT IS NOT ACQUIRING THE SERIES 2007-1 NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A “PLAN” WITHIN THE MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986; OR (2) THE ACQUISITION AND HOLDING OF THE SERIES 2007-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE.

EXTERRAN ABS 2007 LLC
EXTERRAN ABS LEASING 2007 LLC
SERIES 2007-1 SECURED NOTE

Up to $1,000,000,000 No. ___

                    , 2007

          KNOW ALL PERSONS BY THESE PRESENTS that Exterran ABS 2007 LLC, a Delaware limited liability company (the “Issuer”) and Exterran ABS Leasing 2007 LLC, a Delaware limited liability company (“Exterran ABS Lessor), for value received, hereby promises to pay, on a joint and several basis, to Wachovia Capital Markets, LLC, as agent for Variable Funding Capital Corporation and the related purchasers, or their registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of One Billion Dollars ($1,000,000,000) or, if less, the Series 2007-1 Note Principal Balance of this Series 2007-1 Note, which amount shall be payable on the dates and in the amounts set forth in the Indenture, dated as of August 20, 2007 (as amended, restated or otherwise modified from time to time, the “Indenture”) and the Series 2007-1 Supplement, dated as of August 20, 2007 (as amended, restated or otherwise modified from time to time, the “Series 2007-1 Supplement”), each among the Issuer, Exterran ABS Lessor and Wells Fargo Bank, National Association as

indenture trustee (the “Indenture Trustee”), (ii) interest on the outstanding principal amount of this Series 2007-1 Note on the dates and in the amounts set forth in the Indenture and the Series 2007-1 Supplement and (iii) the other amounts required to be paid pursuant to the Indenture and the Series 2007-1 Supplement. A record of each Series 2007-1 Advance, Prepayment and repayment shall be made by each Deal Agent and absent manifest error such record shall be conclusive. Capitalized terms not otherwise defined herein will have the meaning set forth in Appendix A to the Indenture or the Series 2007-1 Supplement.

          Payment of the principal of and interest on this Series 2007-1 Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of and interest on this Series 2007-1 Note is payable at the times and in the amounts set forth in the Indenture and the Series 2007-1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date.

          This Series 2007-1 Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of One Billion Dollars ($1,000,000,000) (or, if less, the Series 2007-1 Note Principal Balance of this Series 2007-1 Note) pursuant to the Indenture and the Series 2007-1 Supplement.

          The Series 2007-1 Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to the limitations set forth in, the Indenture and the Series 2007-1 Supplement.

          This Series 2007-1 Note is transferable as provided in the Indenture and the Series 2007-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Series 2007-1 Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection with any transfer or exchange of the Series 2007-1 Notes.

          The Issuer, the Indenture Trustee and any other agent of the Issuer may treat the person in whose name this Series 2007-1 Note is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the contrary.

          This Series 2007-1 Note is subject to prepayment at the times and subject to the conditions set forth in the Indenture and the Series 2007-1 Supplement.

          If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2007-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2007-1 Supplement.

          The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures. Supplements and amendments to the Indenture and the Series 2007- 1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2007-1 Supplement.

          The Holder of this Series 2007-1 Note shall have no right to enforce the provisions of the Indenture and the Series 2007-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 2007-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 2007-1 Supplement; provided, however, that nothing contained in the Indenture or the Series 2007-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Series 2007-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1211 of the Indenture and Section 607 of the Series 2007-1 Supplement.

          Each Holder of a Series 2007-1 Note shall be deemed to represent and warrant to the Initial Purchaser, the Issuer, Exterran ABS Lessor, the Indenture Trustee and the Manager that either (1) it is not acquiring a Series 2007-1 Note with the assets of an “Employee Benefit Plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or a “Plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986; or (2) the acquisition and holding of a Series 2007-1 Note will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

          Each purchaser of a Series 2007-1 Note agrees that such Series 2007-1 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 Series 2007-1 Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to its conflicts of law principles.

          All terms and provisions of the Indenture and the Series 2007-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

          IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the execution and delivery of the Indenture and the Series 2007-1 Supplement and the issuance of this Series 2007-1 Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

          Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Series 2007-1 Note shall not be

entitled to any benefit under the Indenture and the Series 2007-1 Supplement, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, each of Exterran ABS 2007 LLC and Exterran ABS Leasing 2007 LLC has caused this Series 2007-1 Note to be duly executed by its duly authorized representative, on this ___^th day of                     .

EXTERRAN ABS 2007 LLC
By:
	Name:
	Title:
EXTERRAN ABS LEASING 2007 LLC
By:
	Name:
	Title:

          This Note is one of the Series 2007-1 Notes described in the within-mentioned Indenture and the Series 2007-1 Supplement.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Indenture Trustee
By:
	Name:
	Title:

EX-10.10

EXHIBIT 10.10

GUARANTY

     THIS GUARANTY, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, this “Guaranty”), is issued by EXTERRAN HOLDINGS, INC., a Delaware corporation (together with its successors and permitted assigns, the “Guarantor”), for the benefit of EXTERRAN ABS 2007 LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS LEASING 2007 LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Equipment Lessor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee on behalf of the parties set forth in the hereinafter defined Indenture (together with its successors and permitted assigns, the “Indenture Trustee”; each of the Issuer and the Indenture Trustee (for the benefit of the Noteholders, any Series Enhancer and any Interest Rate Hedge Provider), a “Beneficiary” and collectively, the “Beneficiaries”).

          PRELIMINARY STATEMENTS:

          (1) The Issuer, Equipment Lessor and Exterran, Inc. (“EI”) have entered into that certain Management Agreement, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, the “Management Agreement”) pursuant to which EI has and will manage certain Compressors on behalf of the Issuer;

          (2) The Issuer is issuing one or more classes of notes (collectively, the “Notes”) pursuant to that certain Indenture (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”), dated as of August 20, 2007, among the Issuer, Equipment Lessor and the Indenture Trustee, which Notes will be collateralized by, inter alia, all of the Issuer’s right, title and interest in and to the Owner Compressors, the User Contracts and the Management Agreement;

          (3) EI is a wholly-owned subsidiary of the Guarantor;

          (4) Guarantor will obtain substantial direct and indirect benefit from the management of the Compressors by EI, and is willing to provide this guaranty on the terms and conditions set forth herein; and

          (5) Beneficiaries have entered into the Indenture in reliance upon the benefits of this Guaranty;

     NOW, THEREFORE, in consideration of the premises and other consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor hereby agrees as follows:

     SECTION 1. Definitions. Capitalized terms used in this Guaranty, unless otherwise defined herein, shall have the meaning set forth in Appendix A to the Indenture.

     SECTION 2. Guaranty. Guarantor hereby irrevocably, absolutely and unconditionally guarantees: (i) the full and timely performance by EI of all of its payment and deposit obligations as the initial Manager under the Management Agreement (EI in this capacity, the “Guaranteed Party”) and all other amounts from time to time owing by EI under the Management Agreement, and (ii) the full and timely performance of, and compliance with each and every other duty, agreement, covenant, undertaking, indemnity, and obligation of the Guaranteed Party under the Management Agreement, in each case, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, now or hereafter existing or due or to become due, which arises

out of or in connection with the Management Agreement (all of such obligations described in clauses (i) and (ii) being hereinafter collectively called the “Obligations”); provided that nothing contained herein shall be deemed to constitute liability of or credit recourse to the Guarantor for payment of: (A) losses arising from the financial inability of, or failure by, a User to make contract payments or other payments under a User Contract, (B) losses arising from the failure of the remarketing proceeds of a Compressor to equal or exceed the Appraised Value thereof for reasons other than the Manager’s failure to comply with the Services Standard, or (C) the Notes. Guarantor further agrees to pay all costs and expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by any Beneficiary in endeavoring to collect the Obligations, or any part thereof, and in enforcing this Guaranty.

     SECTION 3. Continuing Guaranty. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding, without limitation, that at any time or from time to time all Obligations may have been performed in full), subject to discontinuance only upon performance in full of: (i) all Obligations and (ii) any and all expenses paid or incurred by a Beneficiary in endeavoring to collect the Obligations and in enforcing this Guaranty; and all of the agreements and obligations under this Guaranty shall remain fully in effect until all such obligations and expenses finally shall have been performed in full.

     SECTION 4. Rescission. Guarantor further agrees that, if at any time all or any part of any payment theretofore applied by Beneficiary to any of the Obligations is or must be rescinded or returned by Beneficiary for any reason whatsoever, such Obligations shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by Beneficiary, and this Guaranty shall continue to be effective or be reinstated, as the case maybe, as to such Obligations, all as though such application by Beneficiary had not been made.

     SECTION 5. Certain Actions. Each Beneficiary may, from time to time at its sole discretion and without notice to Guarantor, take any or all of the following actions without affecting the obligations of Guarantor hereunder: (a) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Obligations or any obligation hereunder; (b) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Obligations, or release or compromise any obligation of Guarantor hereunder or any obligation of any nature of any other obligor including EI with respect to any of the Obligations; and (c) resort to Guarantor for performance of any of the Obligations, regardless of whether Beneficiary shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Obligations.

     SECTION 6. Subrogation. Any amounts received by a Beneficiary from whatsoever source on account of the Obligations may be applied by it toward the satisfaction of such of the Obligations, and in such order of application, as Beneficiary may from time to time elect. Until one year and one day after performance in full of all Obligations, the performance of all of Guarantor’s obligations hereunder and the termination of this Guaranty, no amount expended by or for the account of Guarantor pursuant to this Guaranty shall entitle Guarantor by subrogation, indemnity or otherwise to any payment by EI or from or out of any property of EI, and Guarantor shall not exercise any right or remedy against EI or any property of EI by reason of any performance by Guarantor of this Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been performed in full, such amount shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Indenture Trustee to be credited and applied upon the Obligations in accordance with the terms of this Guaranty.

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     SECTION 7. Waiver; Waiver of Defenses. Guarantor hereby expressly waives: (a) notice of any Beneficiary’s acceptance of this Guaranty; (b) notice of the existence or creation or non performance of all or any of the Obligations; (c) demand and all other notices whatsoever (provided that nothing contained in this clause (c) shall affect any obligations to give notice or make demand as set forth in the Management Agreement); and (d) all diligence in protection of or realization upon the Obligations or any thereof, any obligation hereunder, or guaranty of any of the foregoing. To the fullest extent permitted by Applicable Law, Guarantor agrees not to assert, and hereby waives for the benefit of each Beneficiary, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud or fraud in the inducement), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to Guarantor to avoid performance of its obligations under this Guaranty in accordance with the express provisions of this Guaranty.

     SECTION 8. Unconditional Nature of Guaranty. This Guaranty shall constitute a guaranty of performance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing the liability of the Guarantor under this Guaranty or requiring performance of the Obligations by the Guarantor hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against EI or any other Person that may be liable for any Obligations; (b) make any other effort to obtain performance of any Obligations from EI or any other Person that may be liable for such Obligations; (c) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Obligations or other guaranty therefor; or (d) assert or file any claim against the assets of EI or any other Person liable for any Obligations. Notwithstanding anything herein to the contrary, no provision of this Guaranty shall require the Guarantor to perform or discharge any Obligations prior to the time such Obligations are performable. No delay on any Beneficiary’s part in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by any Beneficiary of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Guaranty be binding upon Beneficiary except as expressly set forth in a writing duly signed by each Beneficiary. The Beneficiaries may in all events pursue their rights under this Guaranty prior to or simultaneously with pursuing their various rights referred to in the Management Agreement, as the Beneficiaries may determine. No action of any Beneficiary permitted hereunder shall in any way affect or impair any Beneficiary’s rights or Guarantor’s obligations under this Guaranty. For the purposes of this Guaranty, Obligations shall include all of EI’s obligations under the Management Agreement, notwithstanding any right or power of EI or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of Guarantor hereunder. The obligations of the Guarantor are unlimited in amount (but not greater than the Obligations plus costs and expenses payable hereunder) and shall be continuing and irrevocable, absolute and unconditional, primary, original and immediate and not contingent and shall remain in full force and effect without regard to and not be released, discharged or in any way affected by any circumstance or condition (other than by performance in full of Obligations) including, without limitation, the occurrence of any one or more of the following:

     (i) any lack of validity or enforceability of any of the Obligations under the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement, any provision thereof, or any other agreement or instrument relating thereto or the absence of any action to enforce the same;

     (ii) any failure, omission, delay or lack on the part of the Beneficiaries to enforce, assert or exercise any right, power, privilege or remedy conferred on the Beneficiaries in the Management Agreement or this Guaranty, or the inability of the

3

Beneficiaries to enforce any provision of the Management Agreement for any reason, or any other act or omission on the part of the Beneficiaries; provided that the foregoing shall not apply to applicable statutes of limitation;

     (iii) any change in the time, manner or place of performance or of performance, or in any other term of, all or any of the Obligations, or any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of any of the Management Agreement, the Intercreditor Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement or the Related Documents;

     (iv) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations;

     (v) the waiver by the Beneficiaries of the performance or observance by the Guaranteed Party of any Obligations, the waiver of any default in the performance or observance thereof, any extension by the Beneficiaries of the time for performance and discharge by the Guaranteed Party of any Obligations or any extension, indulgence or renewal of any Obligations; provided that the foregoing shall not apply to applicable statutes of limitation;

     (vi) any bankruptcy, suspension of payments, insolvency, sale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or similar proceedings involving, the Guaranteed Party or its assets or any resulting release or discharge of any of the Obligations;

     (vii) the recovery of any judgment against any Person or any action to enforce the same;

     (viii) any failure or delay in the enforcement of the Obligations of any Person under the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement or any provision thereof; provided that the foregoing shall not apply to applicable statutes of limitation;

     (ix) any set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Obligations and, to the extent permitted by Applicable Law, irrespective of any other circumstances that might otherwise limit recourse by or against the Guarantor or any other Person;

     (x) the obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Guarantor, with respect to any Obligations;

     (xi) any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement or any Obligations, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof

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     (xii) any change in control or the ownership of the Guaranteed Party, any change, merger, demerger, consolidation, restructuring or termination of the corporate structure or existence of the Guaranteed Party or its subsidiaries;

     (xiii) to the fullest extent permitted by Applicable Law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety with respect to any Obligations;

     (xiv) any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the performance of the Obligations, or by any other act or circumstances which may or might in any manner or to any extent vary the risk of the Guarantor, or which would otherwise operate as a discharge of the Guarantor;

     (xv) the existence of any other obligation of the Guarantor, or any limitation thereof, in the Management Agreement;

     (xvi) any regulatory change or other governmental action (whether or not adverse or other change in applicable law); or

     (xvii) the partial performance of the Obligations (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity of any payment for any reason whatsoever.

Should any money due or owing in respect of Guarantor’s required performance under this Guaranty not be recoverable from the Guarantor due to any of the matters specified in clauses (i) through (xvii) above or for any other reason, then, in any such case, such money shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal debtor or obligor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith.

     This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment, or any part thereof, in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Beneficiaries for any reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guaranteed Party or otherwise, all as though such payment had not been made, and the Guarantor agrees that it will indemnify the Beneficiaries on demand for all reasonable costs and expenses (including, without limitation, fees and disbursements of counsel) incurred by the Beneficiaries in connection with such rescission or restoration. If an event permitting the exercise of remedies under the Management Agreement shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in the Management Agreement, shall at such time be prevented by reason of the pendency against the Guaranteed Party of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, amounts payable under the Management Agreement shall be deemed to have been declared in default, with all attendant consequences as provided in the Management Agreement as if such declaration of default and the consequences thereof had been accomplished in accordance with the terms of the Management Agreement, and the Guarantor shall forthwith provide performance as to the Obligations guaranteed hereunder, without further notice or demand.

     SECTION 9. Information; Reporting Requirements.

     (a) Information. Guarantor has and will continue to have independent means of obtaining information concerning EI’s affairs, financial condition and business. Beneficiary shall

5

not have any duty or responsibility to provide Guarantor with any credit or other information concerning EI’s affairs, financial condition or business which may come into Beneficiary’s possession.

     (b) Financial Statements. (i) As soon as available and in any event within one hundred twenty (120) days after the end of any fiscal year of the Guarantor, a copy of each annual report and any amendment to a report filed with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-K), as the same may be amended from time to time (which shall include, inter alia, the consolidated and consolidating statements of income, stockholders’ equity and cash flows of the Guarantor and its consolidated subsidiaries as at the end of the fiscal year, and setting forth in each case in comparative form the corresponding figures from the corresponding figures for the preceding fiscal year, and accompanied by the related opinion of independent public accountants of recognized national standing reasonably acceptable to the Requisite Global Majority which opinion shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations of the Guarantor and its consolidating subsidiaries as at the end of, and for, such fiscal year and that such financial statements have been prepared in accordance with GAAP, except for such changes in such principles which the independent public accountants shall have concurred and such opinion shall not contain a “going concern” or like qualification or exception, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Manager Default), (ii) as soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarterly periods of each fiscal year of the Guarantor, a copy of each quarterly report and any amendment to any quarterly report filed with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-Q), as the same may be amended from time to time (which shall include consolidated and consolidating statements of income, stockholders’ equity and cash flows of the Guarantor and its consolidated subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated and consolidating balance sheets as at the end of such period, and setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated and consolidating financial condition and result of operations of the Guarantor and its consolidated subsidiaries in accordance with GAAP, as of, and for, such period (subject to normal year end audit adjustments)); provided, however, that the Guarantor shall be deemed to have furnished the information required by this Section 9 (b) if the Guarantor shall have timely made the same available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Agreement located at http://www.exterran.com); provided, further, however, that if the Requisite Global Majority and/or Indenture Trustee, as the case may be, is unable to access EDGAR or the Guarantor’s home page on the worldwide web, the Guarantor agrees to provide the Requisite Global Majority and/or the Indenture Trustee, as the case may be, with paper copies of the information required to be furnished pursuant to this Section 9(b) promptly following notice from the Requisite Global Majority and/or Indenture Trustee, as the case may be. Information required to be delivered pursuant to this Section 9(b) shall be deemed to have been delivered on the date on which the Guarantor provides notice to the Requisite Global Majority and/or Indenture Trustee, as the case may be, that such information has been posted on “EDGAR” or Guarantor’s website or another website identified in such notice and accessible by the Requisite Global Majority and/or Indenture Trustee, as the case may be, without charge (and the Guarantor hereby agrees to provide such notice).

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     SECTION 10. Representations and Warranties. Guarantor represents and warrants as follows:

     (a) Organization and Good Standing. It has been duly organized and is validly existing as a corporation in good standing under the laws of its state of incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

     (b) Due Qualification. It is duly licensed, qualified and authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such license or qualification except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

     (c) Power and Authority; Due Authorization. It has (i) all necessary power, authority and legal right to execute, deliver and perform its obligations under this Guaranty and (ii) duly authorized by all necessary corporate action such execution, delivery and performance of this Guaranty.

     (d) Binding Obligations. This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

     (e) No Violation. The execution, delivery and performance of this Guaranty will not (i) conflict with, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under (A) the certificate of incorporation or by-laws of Guarantor or (B) any indenture, lease, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument to which Guarantor is a party or by which it or its property is bound, (ii) result in or require the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, lease, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument or (iii) violate any law or any order, rule, regulation applicable to Guarantor of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Guarantor or any of its properties.

     (f) Solvency. The execution, delivery and performance by the Guarantor of this Guaranty will not render the Guarantor insolvent, nor is it being made in contemplation of the Guarantor’s insolvency; the Guarantor does not, in its reasonable judgment, have an unreasonably small capital for conducting its business as presently contemplated by it.

     SECTION 11. Successors and Assigns; Amendment.

     (a) This Guaranty shall be binding upon Guarantor and upon Guarantor’s successors and assigns and all references herein to Guarantor or EI shall be deemed to include any successor or successors whether immediate or remote, to such Person. Guarantor shall not assign any of its obligations hereunder without the prior written consent of each Beneficiary.

     (b) This Guaranty shall inure to the benefit of each Beneficiary and respective its successors and assigns and all references herein to Beneficiary shall be deemed to include any

7

successors and assigns of Beneficiary (whether or not reference in a particular provision is made to such successors and assigns).

     (c) No amendment or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and each Beneficiary and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     SECTION 12. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

     SECTION 13. Consent to Jurisdiction; Waiver of Jury Trial. Each Beneficiary may enforce any claim arising out of this Guaranty in any state or federal court having subject matter jurisdiction and located in New York, New York and with respect to any such claim, Guarantor hereby irrevocably submits to the jurisdiction of such courts. Guarantor irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to Guarantor, and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein contained shall preclude Beneficiary from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court located in New York, New York and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     SECTION 14. Notices. All notices, demands or requests given pursuant to this Guaranty shall be in writing, sent by overnight courier service or by telefax or hand delivery to the following addresses:

To Manager:	Exterran, Inc
	4444 Brittmoore Road
	Houston, Texas 77041
	Telephone:   (713) 335-7295
	Facsimile:      (713) 446-6720
	Attention:
To Issuer:	Exterran ABS 2007 LLC
	4444 Brittmoore Road

8

	Houston, Texas 77041
	Telephone:   (713) 335-7295
	Facsimile:     (713) 446-6720
	Attention:
To the Indenture Trustee:	Wells Fargo Bank, National Association
	Norwest Center
	Sixth Street and Marquette Avenue
	Minneapolis, MN 55479
	Telephone:   (612) 667-8058
	Facsimile:      (612) 667-3464
	Attention:    Corporate Trust Services -Asset- Backed Administration
To the Interest Rate Hedge Provider:	Wachovia Bank, National Association
	301 South College St., DC-8
	Charlotte, North Carolina 28202-0600
	Telephone:   (704) 383-8778
	Facsimile:     (704) 383-0575
	Attention:   Derivatives Documentation Group

     Notice shall be effective and deemed received (a) one (1) day after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by telecopy, or (c) when delivered, if delivered by hand. Copies of each such notice shall be sent to the Administrative Agent at Wachovia Capital Markets, LLC, Structured Asset Finance 301 S. College St., Mailcode: NCO610, Charlotte, North Carolina 28288-0610.

     SECTION 15. Third Party Beneficiary. In addition to its rights as a Beneficiary hereunder as a secured party under the Indenture, the Series Enhancer shall be a third party beneficiary of this Guaranty and shall be entitled to directly enforce its rights hereunder as though it were a party hereto.

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     IN WITNESS WHEREOF, this Guaranty has been executed and delivered by Guarantor’s duly authorized officer as of the date first written above.

EXTERRAN HOLDINGS, INC.
By:	/s/ J. Michael Anderson
Name:	J. Michael Anderson
Title:	Senior Vice President and Chief Financial Officer

Accepted and Agreed:

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee

By:	/s/ Melissa Philibert
Name:	Melissa Philibert
Title:	Vice President
EXTERRAN ABS 2007 LLC
By:	/s/ J. Michael Anderson
Name:	J. Michael Anderson
Title:	Senior Vice President

EX-10.11

Exhibit 10.11

MANAGEMENT AGREEMENT

BY AND BETWEEN

EXTERRAN, INC.,

AS THE MANAGER,

EXTERRAN ABS 2007 LLC,

AS THE ISSUER, AND

EXTERRAN ABS LEASING 2007 LLC, AS THE ABS LESSOR

AUGUST 20, 2007

ALL RIGHT, TITLE AND INTEREST IN AND TO THIS AGREEMENT ON THE PART OF EACH OF EXTERRAN ABS 2007 LLC AND EXTERRAN ABS LEASING 2007 LLC HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, UNDER AN INDENTURE, DATED AS OF AUGUST 20, 2007, FOR THE BENEFIT OF THE PERSONS REFERRED TO THEREIN.

TABLE OF CONTENTS

	Page
1. DEFINITIONS		2
2. APPOINTMENT OF THE MANAGER		2
2.1 Appointment		2
2.2 Standard of Performance		2
2.3 Conflicts of Interest		2
2.4 Similar Services		2
2.5 Use of Affiliates, Assignment of Rights and Obligations		3
2.6 Relationship between the Issuer, the ABS Lessor and the Manager		3
2.7 Back-up Manager		4
3. MANAGEMENT TERM		4
3.1 Duration of Management Term		4
3.2 Resignation by the Manager		4
3.3 Termination with Respect to an Owner Compressor		4
4. OWNERSHIP OF OWNER COMPRESSORS		5
4.1 Retention of Title		5
4.2 Liens		5
5. DUTIES/RIGHTS OF THE MANAGER		5
5.1 Duties of the Manager		5
5.2 Marketing		5
5.3 Contract and Administration Obligations		6
5.4 Billing and Other Information		6
5.5 Defaults by Users; Contract Amendments and Waiver		6
5.6 Maintenance; Manager’s Expenses		7
5.7 Insurance		8
5.8 Taxes		9
5.9 Compliance with Law		9
5.10 Records and Information		10
5.11 User Contract		10
5.12 Other Services		11
5.13 Mutual Maintenance and Servicing		11
5.14 Purchase Account		11
5.15 Consent and Agreement by ABS Lessor		11
6. AUTHORITY AND CONSENTS		12
6.1 The Issuer and the ABS Lessor		12
6.2 Manager Default		12
7. ACCOUNTS AND PAYMENTS		12
7.1 Lockbox Accounts		12
7.2 Deposits to the Lockbox Account		13

(i)

	Page
7.3 Withdrawal from Trust Account		13
7.4 No Set-Off, Counterclaim, etc		13
7.5 Manner of Payment		14
8. MANAGER ADVANCES		14
8.1 Manager Advances		14
9. COVENANTS OF THE MANAGER		14
9.1 Preparation and Delivery of Reports		14
9.2 Maintenance of Offices		17
9.3 Inspection		17
9.4 Ownership of Owner Compressors		18
9.5 Separate Bank Accounts		18
9.6 Compliance with Organizational Documents; Applicable Law		18
9.7 Substantive Consolidation		18
9.8 Credit Policy		18
9.9 Appraisals		19
9.10 Lockbox Account		19
10. WARRANTY		19
10.1 ISSUER		19
10.2 MANAGER		19
11. COMPENSATION AND REIMBURSEMENT OF THE MANAGER		20
11.1 Compensation of the Manager		20
11.2 S&A Fee		20
11.3 Operations Fee		21
11.4 Incentive Management Fee		21
11.5 Reimbursable Services		21
12. MANAGER DEFAULT		22
12.1 Events or Conditions		22
12.2 Unpaid Outstanding Obligations		24
12.3 Appointment of Back-up Manager or Replacement Manager		25
12.4 Rights of User		26
12.5 Termination		26
12.6 Issuer’s Duties		26
13. NO PARTNERSHIP		26
14. NO FORCE MAJEURE		26
15. CURRENCY/BUSINESS DAY		26
15.1 US Currency		26
15.2 Payment Date		26
16. INDEMNIFICATION		26
16.1 Issuer		26
16.2 EI		27

(ii)

	Page
16.3 Survival		27
17. NO BANKRUPTCY PETITION AGAINST THE ISSUER OR THE ABS LESSOR		27
18. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE ABS LESSOR		27
18.1 Organization and Good Standing		27
18.2 Due Qualification		28
18.3 Power and Authority		28
18.4 Enforceable Obligations		28
18.5 No Violation		28
18.6 No Proceedings or Injunctions		28
18.7 Compliance with Law		28
18.8 Principal Place of Business; Operations in the United States		29
18.9 Approvals		29
18.10 Governmental Consent		29
18.11 Ordinary Course		29
18.12 Taxes		29
19. REPRESENTATIONS AND WARRANTIES OF THE MANAGER		30
19.1 Organization and Good Standing		30
19.2 Due Qualification		30
19.3 Power and Authority		30
19.4 Enforceable Obligations		30
19.5 No Violation		30
19.6 No Proceedings or Injunctions		30
19.7 Compliance with Law		31
19.8 Principal Place of Business; Operations in the United States		31
19.9 Approvals		31
19.10 Governmental Consent		31
19.11 Ordinary Course		31
19.12 Identification Marks		32
19.13 Taxes		32
20. GENERAL		32
20.1 Notices		32
20.2 Attorneys’ Fees		34
20.3 Further Assurances		34
20.4 Severability		34
20.5 Assignability and Successors		34
20.6 Waiver		35
20.7 Headings		35
20.8 Entire Agreement; Amendments		35
20.9 Counterparts		35
20.10 Signatures		35
20.11 GOVERNING LAW		35
20.12 CONSENT TO JURISDICTION		36

(iii)

	Page
20.13 WAIVER OF JURY TRIAL		36
20.14 Waiver of Immunity		36
20.15 Judgment Currency		37
20.16 Limitation on Payment		37
20.17 Rights of Series Enhancer		37

EXHIBITS AND SCHEDULES

Exhibit A	FORM OF ASSET BASE CERTIFICATE
Exhibit B	CREDIT AND COLLECTION POLICIES
Exhibit C	FORM OF MANAGER REPORT
Exhibit D	OVERHAUL POLICY
Schedule 5.7(a)	SUBLIMIT TO PERILS SCHEDULE

(iv)

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and between EXTERRAN ABS 2007 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 4444 Brittmoore Road, Houston, Texas 77041 (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS LEASING 2007 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 4444 Brittmoore Road, Houston, Texas 77041 (together with its successors and permitted assigns, the “ABS Lessor”) and EXTERRAN, INC., a corporation organized under the laws of the State of Texas whose principal office is at 4444 Brittmoore Road, Houston, Texas 77041 (together with its successors and permitted assigns, “EI”), as the initial Manager hereunder (in such capacity, together with any Replacement Manager appointed hereunder, including, upon the occurrence of the Management Replacement Date under and as defined in the Back-up Management Agreement, the Back-up Manager, the “Manager”).

RECITALS

     WHEREAS, the ABS Lessor, a subsidiary of the Issuer, leases certain of the Owner Compressors to the Issuer;

     WHEREAS, the Issuer is lessee from the ABS Lessor of certain of the Owner Compressors and the owner of any remaining Owner Compressors;

     WHEREAS, the Manager is in the business of providing contract compression services relating to the use of Compressors to various Users thereof;

     WHEREAS, the Issuer, the ABS Lessor and the Manager desire to enter into this Agreement pursuant to which the Manager will operate, maintain, manage and provide contract compression services for the Owner Compressors to Users on behalf of the Issuer, and the ABS Lessor;

     WHEREAS, the ABS Lessor acknowledges that its revenues are expected to be derived solely from lease rentals received from the Issuer and the Issuer’s operating revenues, in turn, are expected to be derived solely from contract compression services for Owner Compressors provided to Users; and

     WHEREAS, the ABS Lessor acknowledges that if there were no services (as described below) provided by the Manager, the ability of the ABS Lessor to obtain revenue would be materially impaired;

     NOW, THEREFORE, in consideration of the premises and mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS

     Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”), among the Issuer, the ABS Lessor and Wells Fargo Bank, National Association, as indenture trustee (together with its successors and assigns, the “Indenture Trustee”), as such Appendix A may be amended, supplemented or otherwise modified from time to time in accordance with the provisions of the Indenture, and the rules of usage set forth in such Appendix A shall apply to this Agreement.

2. APPOINTMENT OF THE MANAGER

     2.1 Appointment. Upon the terms and conditions hereinafter provided, each of the Issuer and the ABS Lessor hereby appoint EI as the initial Manager of the Owner Compressors. The Manager shall be responsible for providing contract compression services, maintaining, operating and managing the Owner Compressors on behalf of the Issuer. The ABS Lessor consents to and joins in with the contract engaging the Manager for the purpose of assuring that the Owner Compressors are under management as provided herein. . EI, as initial Manager, and each other Replacement Manager as may from time to time become Manager hereunder, hereby accepts such appointment and agrees to so maintain, operate and manage the Owner Compressors, and provide contract compression services therefor, in accordance with this Agreement.

     2.2 Standard of Performance. In performing its obligations hereunder (including Manager’s obligations (x) to identify Collections that are allocable to the Securitization Collateral and (y) to perform its obligations under the Intercreditor Agreement), the Manager shall use such efforts which are in accordance with the Services Standard. The duties of the Manager will be limited to those expressly set forth in this Agreement and the Related Documents and the Manager will not have any fiduciary or other implied duties or obligations to the Issuer or any of its assignees.

     2.3 Conflicts of Interest. Except as otherwise permitted, the Manager shall perform its duties and obligations under this Agreement on a fair and equitable basis. Without prejudice to the generality of the foregoing, the Manager will not discriminate between the Owner Compressors and the Other Exterran Compressors (or, in the case of any Manager other than EI or an Exterran Affiliate, Compressors or any other equipment of a type similar to the Owner Compressors that is owned, managed or for which contract compression services are provided by such Manager for its own account) on any basis which could reasonably be considered discriminatory or adverse; provided, however, notwithstanding the foregoing to the contrary, the Manager’s management of the Compressors owned or leased by EXLP Operating LLC (“EXLPOP”) and its Subsidiaries that are subject to service contracts with Persons that are not Users of Owner Compressors shall be excluded from the application of this covenant for all purposes until April 30, 2009.

     2.4 Similar Services. It is expressly understood and agreed that nothing herein shall be construed to prevent, prohibit or restrict the Manager or any Affiliate of the Manager from providing the same or similar services as those provided under this Agreement to any other

2

Person or from manufacturing, selling, owning, providing contract compression services, managing, maintaining, operating or otherwise dealing with Compressors on its or others’ behalf; provided that no such activity shall in any way reduce the obligations of the Manager hereunder to comply with the Services Standard.

     2.5 Use of Affiliates, Assignment of Rights and Obligations. (a) Each of the Issuer and ABS Lessor hereby consents to and agrees that, in performing its duties hereunder, the Manager may further contract with, or delegate to, its Affiliates to provide any or all services to be provided by the Manager pursuant to this Agreement; provided that the Manager shall remain liable for all services to be provided and which any of its Affiliates have been contracted to perform; and provided, further, that the Manager shall be solely responsible for the payment of all fees and expenses (which shall be negotiated and determined at an arm’s-length basis) owing to all such Affiliates.

          (b) Each of the Issuer and ABS Lessor hereby agrees that EI may assign all of its rights, duties and obligations as Manager under this Agreement and the other Related Documents to which the Manager is a party to an Exterran Affiliate upon satisfaction of all of the following conditions:

     (i) Such Exterran Affiliate shall, simultaneously with such assignment, assume the responsibilities for all, or substantially all, of the Domestic Contract Compressor Business of Exterran;

     (ii) Such Exterran Affiliate shall (A) be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; (B) expressly assume, by supplemental agreement (in form and substance satisfactory to the Requisite Global Majority) executed by such Exterran Affiliate, all of the rights, obligations and duties of EI under this Agreement and the other Related Documents to which EI is a party; and (C) deliver such documents, agreements, and amendments and Opinions of Counsel, as the Requisite Global Majority may reasonably require in connection with such assumption; and

     (iii) The Manager Guarantor confirms in a written agreement acceptable to the Requisite Global Majority that the Manager Guaranty remains in full force and effect with respect to the obligations of the Exterran Affiliate under this Agreement.

Upon satisfaction of all of the foregoing conditions, EI shall be released from its obligations as Manager under this Agreement other than obligations arising on or prior to the date of such transfer.

     2.6 Relationship between the Issuer, the ABS Lessor and the Manager. All of the functions, duties and services performed by the Manager under this Agreement shall be performed by the Manager as an independent contractor and not as an agent of the Issuer or the ABS Lessor except to the limited extent set forth in the following sentences. The Manager does not have the authority to act as an agent of the Issuer or the ABS Lessor and the Manager, in its capacity as such, does not, except as to the execution of User Contracts with respect to the

3

Owner Compressors, have the authority to bind the Issuer or the ABS Lessor or their assets. The Manager is authorized to act as the agent of the Issuer (and, to the extent relevant to the particular situation, of the ABS Lessor) with respect to administering, collecting, reporting and remitting sales, use and other taxes due from Users. Neither the Issuer nor the ABS Lessor shall have any liability for the acts of the Manager. The foregoing provision regarding liability shall not affect the ability of a state or other taxing authority to hold the Issuer (or, to the extent relevant to the particular situation, the ABS Lessor) liable for sales, use or similar taxes that the Manager fails to collect from the Users, including related penalties and interest. Any fee or other compensation payable by the Issuer to the Manager is an ordinary and necessary business expense of the Issuer. No fee is anticipated to be paid by the ABS Lessor to the Manager, it being understood that the compensation received by the Manager from the Issuer is the full compensation to which the Manager is to be entitled for all services to be rendered to both the Manager and ABS Lessor pursuant to the terms of this Agreement.

     2.7 Back-up Manager. If the Back-up Manager or any other Person shall become the Replacement Manager, then the Requisite Global Majority shall have the right to appoint another Eligible Back-up Manager as Back-up Manager.

3. MANAGEMENT TERM

     3.1 Duration of Management Term. The Management Term shall commence as of the Closing Date and shall continue in force with respect to an Owner Compressor until the earliest to occur of: (i) the occurrence of a Compressor Termination Event with respect to such Owner Compressor, (ii) the date on which the Indenture is discharged in accordance with its terms and all Outstanding Obligations (including all amounts owing to any Series Enhancer pursuant to any Enhancement Agreement) have been paid in full, and (iii) with respect to any Manager, the removal and replacement of the Manager in accordance with the provisions of Section 12 hereof. Except as set forth in this Section 3 or Section 12 hereof, the rights and obligations of the Manager hereunder may not be terminated by, or on behalf of, the Issuer for any reason.

     3.2 Resignation by the Manager. Neither EI nor any successor Manager may resign from its obligations and duties as the Manager hereunder, except upon (a) an assignment pursuant to Section 2.5(b), or (b) a determination that the performance by EI or such successor Manager, as the case may be, of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Requisite Global Majority, to such effect addressed and delivered to the Indenture Trustee (on behalf of the Noteholders, each Series Enhancer and the other Persons specified in the Indenture), the Issuer and each Series Enhancer. No such resignation under clause (b) of the preceding sentence will become effective until a Replacement Manager has assumed the obligations and duties of the Manager under this Agreement in accordance with the terms hereof.

     3.3 Termination with Respect to an Owner Compressor. Notwithstanding the other provisions of this Section 3 to the contrary (but subject to the provisions of Section 12), the Management Term shall terminate with respect to any Owner Compressor which is subject to a Casualty Loss, sold, foreclosed upon, lost, stolen, damaged beyond repair, requisitioned (other than a temporary requisition for a period of not more than 180 days) by any Governmental

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Authority, worn out, unsuitable for use or economically obsolete (any of the foregoing, a “Compressor Termination Event”) as of the date of such Compressor Termination Event after the deposit into the Trust Account of all Casualty Proceeds or other amounts received with respect to the Casualty Loss, sale, foreclosure, other loss, theft, damage, requisition, obsolescence or unsuitability of such Owner Compressor. The Issuer and the Manager shall notify the other party and the Indenture Trustee promptly after it obtains knowledge of any Compressor Termination Event.

4. OWNERSHIP OF OWNER COMPRESSORS

     4.1 Retention of Title. The Issuer or the ABS Lessor, as the case may be, shall at all times retain full legal and equitable title to the Owner Compressors, notwithstanding the management thereof by the Manager hereunder. The Manager shall not make reference to or otherwise deal with or treat the Owner Compressors in any manner except in conformity with this Section 4.1.

     4.2 Liens. The Manager will promptly pay or discharge any and all sums claimed by any party which, if unpaid, might become a Lien, charge, security interest or other encumbrance upon or with respect to any Owner Compressor, including any accession thereto, or any part thereof or the interest of the Issuer therein other than Permitted Encumbrances (each a “Lien Claim”) and will promptly discharge any Lien Claim which arises; provided, however, that the Manager shall be under no obligation to pay or discharge any Lien Claim so long as it is contesting the validity thereof in good faith, in a reasonable manner and by appropriate legal proceedings, and the nonpayment thereof does not, in the commercially reasonable opinion of the Manager, adversely affect the title, property or rights of any Entitled Party thereto. Without limiting the generality of this Section 4.2, the Manager shall be required to pay or discharge any Lien Claim (1) that results from an act or omission by the Manager with respect to which the Manager would not be entitled to indemnification pursuant to Section 16 hereof (“Manager Malfeasance”) or (2) if prior to such payment or discharge, the Manager receives from the Issuer the amount thereof (the “Owner Lien Claim Amount”). If any Lien Claim shall have resulted from Manager Malfeasance and shall have been paid by the Issuer, whether directly or by payment of the Owner Lien Claim Amount to the Manager, then, in either case, the Manager shall promptly reimburse the Issuer, upon presentation of an invoice therefor.

5. DUTIES/RIGHTS OF THE MANAGER

     5.1 Duties of the Manager. Subject to the terms and provisions hereof, the Manager shall provide the services specified in this Section 5 to, and on behalf of, the Issuer and the ABS Lessor during the Management Term with respect to the Owner Compressors. The parties hereto acknowledge and agree that, if an Owner Compressor is then subject to a User Contract, the User under such User Contract may provide certain of the obligations set forth in Sections 5.6, 5.7, 5.8 and 5.9 hereof.

     5.2 Marketing.

          (a) During the Management Term, the Manager shall market, service, maintain, operate and provide contract compression services for the Owner Compressors consistent with the Services Standard. In addition, for so long as EI or an Exterran Affiliate is

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the Manager, EI or such Exterran Affiliate as Manager shall keep the Owner Compressors under User Contracts subject to approximately the same (and not materially lower) utilization rates and contract rates and in the same manner as the Other Exterran Compressors. In addition, the Manager shall, consistent with the Services Standard, negotiate the terms and conditions of all User Contracts; provided that the terms and conditions of such User Contracts must be consistent with those of User Contracts for the Other Exterran Compressors viewed as a single group (or, if the Manager is not EI or an Exterran Affiliate, any Compressors or equipment of a type similar to the Owner Compressors, for which contract compression services are provided, operated or managed by such Manager for its own account and third parties other than the Issuer and the ABS Lessor) and, in any event, must comply with (i) then generally accepted industry standards, (ii) for so long as the Manager is EI or an Exterran Affiliate, the terms of the Contribution Agreement and (iii) the requirements of the Related Documents. Notwithstanding the foregoing to the contrary, the Manager’s management of the Compressors owned or leased by EXLPOP, and its Subsidiaries shall be excluded from the application of this covenant for all purposes until April 30, 2009.

          (b) In performing its marketing duties pursuant to this Section 5.2, the Manager shall use its best efforts to comply with the applicable concentration limits set forth in Appendix A to the Indenture in the definitions of Excess 499 H/P Amount, Excess 999 H/P Amount and Excess Customer Concentration Amount.

     5.3 Contract and Administration Obligations. The Manager shall, consistent with the Services Standard, cause to be performed when due, on behalf of the Issuer (and, if applicable, the ABS Lessor), all of the Issuer’s (or, where applicable, the ABS Lessor’s) performance obligations under the User Contracts and the other Related Documents to which the Issuer is a party; provided, however, that nothing contained herein shall be construed as creating credit recourse to the Manager for (i) the principal balance of, and accrued interest or Commitment Fees on, the Notes or other amounts owing by either the Issuer or ABS Lessor under the Related Documents or (ii) indemnification payments otherwise the obligation of the Issuer or the ABS Lessor pursuant to the Related Documents (except to the extent that the Manager would otherwise be liable for such indemnification payment pursuant to the provisions of Section 16 hereof).

     5.4 Billing and Other Information. During the Management Term, the Manager shall bill, on behalf of the Issuer (and, if applicable, the ABS Lessor), for all contract payments and other sums due to the Issuer with respect to those Owner Compressors then subject to a User Contract and shall also be responsible for the collection thereof. Such bills may be prepared in summary format for all Compressors for which contract compression services are provided to a User, but shall contain a detailed listing of each Compressor so contracted.

     5.5 Defaults by Users; Contract Amendments and Waiver.

          (a) In the event of any breach or default by a User under a User Contract, the Manager shall, consistent with the Services Standard, take appropriate remedial action, in the name of the Issuer (which action the ABS Lessor hereby agrees shall also bind the ABS Lessor), with respect to such defaulted User Contract including, without limitation, (i) the termination of such User Contract as to any or all Owner Compressors subject thereto, (ii) the recovery of possession of any or all Owner Compressors subject thereto and (iii) the enforcement of any

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other rights or remedies of the Issuer under such User Contract, including, without limitation, the right to payment for any contract compression services or payment of other amounts owed by such User under such User Contract. In furtherance of the foregoing, the Manager shall, consistent with the Services Standard, (i) institute and prosecute such legal proceedings in the name of the Issuer or the ABS Lessor as is permitted by Applicable Law in order to accomplish the foregoing, (ii) settle, compromise and/or terminate such proceedings or (iii) reinstate such User Contract; provided that the Manager shall not be required to take any such action if, in the exercise of its reasonable commercial judgment, the Manager would not take such action if such Owner Compressors were Other Exterran Compressors (or, if the Manager is not EI or an Exterran Affiliate, Compressors or equipment of a type similar to the Compressors that is owned, managed, maintained, operated or for which contract compression services are provided by such Manager for its own account and third parties other than the Issuer and the ABS Lessor). All amounts expended by the Manager in performing its obligations pursuant to the provisions of this Section 5.5, after reduction of such amounts for enforcement costs actually received by the Manager pursuant to the terms of the related User Contracts, shall be a Reimbursable Service. The Issuer reserves the right to take, upon written notice to the Manager, in its sole discretion, any or all of the actions described in this Section 5.5 directly in its own name and on its own behalf. In such an event the Manager, at the Issuer’s expense, shall cooperate with the Issuer (or its designee or assignee) and provide the Issuer (or its designee or assignee) with such assistance as the Issuer may reasonably request.

          (b) In performing its obligations hereunder, the Manager may, acting in the name of the Issuer or the ABS Lessor and without the necessity of obtaining the prior consent of the Issuer, the ABS Lessor or any Entitled Party, grant consents or enter into and grant modifications, waivers and amendments to the terms of any User Contract except for consents, modifications, waivers or amendments that (x) are inconsistent with the Services Standard or (y) contravene (or permit the contravention of) any provision of the Indenture (including without limitation, Sections 636 through 649 thereof).

     5.6 Maintenance; Manager’s Expenses.

          (a) The Manager shall, consistent with the Services Standard, cause the Owner Compressors to be maintained in good operating order and condition. The standard for such maintenance shall be the highest of the following: (i) any standard required or set forth for the Owner Compressors by Applicable Law, (ii) the Services Standard, and (iii) with respect to the Owner Compressors provided to any User, any standard set forth in the related User Contract. All amounts expended by the Manager for maintenance (other than an overhaul made in compliance with Section 5.6(b) hereof) of the Owner Compressors, after reduction of such amounts for maintenance payments actually received by the Manager pursuant to the terms of any related User Contract, shall be at the expense of the Manager.

          (b) The Manager shall conduct, or cause to be conducted, overhauls of the Owner Compressors at such intervals and in such detail as it conducts overhauls of the Other Exterran Compressors (or, if the Manager is not EI or an Exterran Affiliate, Compressors or equipment of a type similar to the Compressors that are owned, maintained, operated, managed or for which contract compression services are provided by such Manager for its own account and third parties other than the Issuer and the ABS Lessor).

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          (c) Maintenance, modifying, repackaging and/or overhauls of the Owner Compressors may be performed by the Manager or third parties as reasonably determined by the Manager. For maintenance, modifying, repackaging and/or overhauls of the Owner Compressors, the Issuer will pay for (i) materials, supplies and parts at the Manager’s actual out-of-pocket cost therefor and (ii) labor at hourly rates established by the Manager from time to time; provided that such costs and rates are reasonable and consistent with industry expenses for such services (the sum of (i) and (ii), the “Overhaul Fee”). Such hourly rates shall be based upon the Manager’s direct costs of labor plus amounts for the Manager’s plant or facility overhead based on the Manager’s job cost system for allocating overhead.

     5.7 Insurance.

          (a) The Manager will cause to be carried and maintained, at its sole expense (unless insured in a manner consistent with this paragraph by Users), with respect to all Owner Compressors at all times during the Management Term thereof and for the geographic area in which any Owner Compressor is at any time located (i) physical damage insurance insuring against risks of physical loss or damage to the Owner Compressors (“Property Insurance”) with an aggregate annual loss limit of not less than $20,000,000 per occurrence except for certain perils which have sub-limits in the amounts set forth on Schedule 5.7(a) attached hereof, and (ii) liability insurance against liability for bodily injury, death and property damage resulting from the use and operation of the Owner Compressors (“Liability Insurance”) with an aggregate loss limit of not less than $20,000,000 per occurrence except for certain perils which have sub-limits in the amounts set forth on Schedule 5.7(a) hereof and in each case shall be on terms consistent with current practices; provided, however, that if by reason of a force majeure event or other event outside of the control of the Manager, one or more of the terms of such insurance as required hereby are not available in the commercial insurance markets on commercially reasonable terms, the Manager shall nevertheless be deemed to have complied with this Section 5.7 if the Manager obtains such insurance on commercially reasonable terms then available to the Manager with such premiums, deductibles and policy limits that are consistent with industry standards which are reasonably satisfactory to each Series Enhancer. Property Insurance and Liability Insurance shall be subject to deductibles that are consistent with industry standards. The policies of insurance required under this Section 5.7(a) shall be valid and enforceable policies issued by insurers having an A.M. Best Company general policyholder rating of “A-” and a financial rating of “IX” or in each case better or otherwise acceptable to each Series Enhancer and shall provide coverage with respect to incidents occurring anywhere in the United States.

          (b) Such Property Insurance policy or policies will name the Issuer and the Indenture Trustee, individually and on behalf of the Entitled Parties, as the loss payees, as their respective interest may appear, with the ABS Lessor for purposes of this sentence agreeing that any insurable interest it has in the Owner Compressors is subject to administration and management by the Issuer and the Indenture Trustee. Such Liability Insurance policy or policies will name the Issuer, the ABS Lessor and the Indenture Trustee, individually and on behalf of the Entitled Parties, as additional insureds (each an “Additional Insured”). Each such policy shall provide that (i) the insurers waive any claim for premiums and any right of subrogation or setoff against the Additional Insureds, (ii) it may not be invalidated against any Additional Insured by reason of any violation of a condition or breach of warranty of the policies or the application therefor by the Manager or the Issuer, (iii) it may be canceled by the insurer only after no less

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than ten (10) days’ prior written notice from the Manager’s insurance broker to the Indenture Trustee and each Series Enhancer, and (iv) the insurer will give written notice to the Indenture Trustee and each Series Enhancer in the event of nonpayment of premium by the Manager when due.

          (c) On the initial Series Issuance Date, and thereafter not less than five (5) days prior to the expiration dates of any expiring policies required under this Section 5.7, the Manager shall furnish the Indenture Trustee and each Series Enhancer with certificates of the insurance or replacement insurance coverage required by this Section 5.7.

          (d) Any deductibles or losses that are not covered by either the Property Insurance or Liability Insurance shall be paid by, and for the account of, the Manager. The Manager agrees to promptly, but in any event within three (3) Business Days after receipt of proceeds of such loss, deposit such amounts into the Trust Account or the Purchase Account, as applicable, in accordance with Section 302(b) of the Indenture for distribution in accordance with Section 302 of the Indenture.

          (e) Any Casualty Loss, to the extent recovery is not received from a User, insurance coverage or other external source, shall be borne by the Manager, without reimbursement by the Issuer, to the extent such Casualty Loss is included in the Operations Fee Rate.

     5.8 Taxes. The Manager shall cause to be paid when due, and will indemnify each Entitled Party from and against, all local, state, federal and foreign personal property, sales or use taxes, license fees, assessments, charges, fines, interest and penalties (all such taxes, license fees, assessments, charges, fines, interest and penalties being hereinafter called “Impositions”) hereafter levied or imposed upon any Entitled Party, in connection with or measured by the possession, contract for services, use or operation of any Owner Compressors but excluding any federal, state or local tax calculated based on the taxable income of the applicable Entitled Party. The Manager (whether such Manager is EI or an Exterran Affiliate or a Replacement Manager) will promptly remit all Excluded Payments received by it pursuant to Sections 302(c), 302(d)(2) or 302(e)(2) of the Indenture to the relevant taxing authority. The Manager will also pay (if the Manager is not EI or an Exterran Affiliate, such payments will be paid to the Manager as a Reimbursable Service) all Impositions that might in any way affect the title of the Issuer or the ABS Lessor, as the case may be, or result in a Lien upon any Owner Compressors or result in a Material Adverse Change, in each case, before the same shall become delinquent; provided, however, that the Manager shall not be required to pay any Imposition of any kind so long as it is contesting such Imposition in good faith and by appropriate legal proceedings; provided, further, that the nonpayment thereof shall not, in the reasonable opinion of the Manager, adversely affect the title, property or rights of the Issuer or the ABS Lessor. In the event any reports or returns with respect to Impositions are required to be filed, the Manager will prepare and file such reports or returns, or cause such reports or returns to be prepared and filed, in such manner as to show the interests of the Issuer or the ABS Lessor, as the case may be, in the Owner Compressors, where required by the state or other taxing authority.

     5.9 Compliance with Law. The Manager, at the expense of the Issuer, shall, consistent with the Services Standard, cause the Owner Compressors to comply, and each User Contract entered into or renewed after the date hereof shall require the User thereunder to

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comply, in all material respects with all Applicable Laws, including to the extent applicable to the Manager and its undertakings hereunder, all laws, rules and regulations promulgated, imposed or monitored by OFAC, and Section 604 of the Indenture. In the event that such Applicable Laws require any alteration of an Owner Compressor, or in the event that any equipment or appliance of an Owner Compressor shall be required to be changed or replaced, or in the event that any additional or other equipment or appliance is required to be installed on an Owner Compressor in order to materially comply with such Applicable Laws, the Manager, at the expense of the Issuer, shall make such alteration, change, replacement or addition (a “Mandatory Alteration”); provided, however, that the Manager, in good faith, shall contest the validity or application of any such Applicable Law which it would have contested if the affected Owner Compressor had been an Other Exterran Compressor (or, if the Manager is not EI or an Exterran Affiliate, any Compressors or equipment of a type similar to the Compressors owned, managed, operated or for which contract compression services are provided by the Manager (or any appointed subcontractor) for its own account and third parties other than the Issuer and the ABS Lessor), in any reasonable manner which does not, in the opinion of the Manager, adversely affect the title, property or rights of the Issuer or the ABS Lessor.

     5.10 Records and Information. The Manager shall, consistent with the Services Standard, maintain separate, complete and accurate records relating to the Owner Compressors and all matters covered by this Agreement in the same form and to the same extent as the Manager customarily maintains records in respect of the Other Exterran Compressors (or, if the Manager is not EI or an Exterran Affiliate, any Compressors or equipment of a type similar to the Compressors owned, managed, operated or for which contract compression services are provided by the Manager (or any appointed subcontractor) for its own account and third parties other than the Issuer and the ABS Lessor). The Manager shall promptly, upon request of the Issuer or any Series Enhancer, deliver to the Issuer, such Series Enhancer or any designee of any of the foregoing such records. Upon request, the Manager shall promptly supply the Issuer with all information necessary for the Issuer to prepare all reports required of the Issuer under the Related Documents.

     5.11 User Contract. The Manager shall store at its offices at 4444 Brittmoore Road, Houston, Texas 77041, or at the offices of any of its Affiliates, all written User Contracts and all written compression services documents related thereto, including without limitation, the related Contract File, in a locked, fire retardant storage facility; provided, however that to the extent the Issuer or the Manager uses electronic (as opposed to paper) User Contracts, the Manager will maintain such User Contracts in a secure data storage facility, with restrictions on authority for signatures, document modification and access codes. The Manager shall provide the Issuer, the Indenture Trustee and each Series Enhancer thirty (30) days prior written notice of a change in the location of the Manager’s offices, which shall include the relocation address. Within ninety (90) days after the Closing Date (or, in the case of any Owner Compressor acquired by the Issuer after the Closing Date, within thirty (30) days after the related Purchase Date, Contribution Date or Substitution Date), the Manager shall stamp (or, in the case of any electronic User Contracts, electronically mark conspicuously) the appropriate schedule of equipment attached to each User Contract relating to an Owner Compressor acquired by the Issuer on the Closing Date or any subsequent Purchase Date, Contribution Date or Substitution Date to indicate the Indenture Trustee’s security interest in such User Contract.

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     5.12 Other Services. The Manager shall be responsible for the provision of such other services incidental to the foregoing as may from time to time be required under the User Contracts and other Related Documents or may be reasonably necessary in connection with the ownership, maintenance, and the Domestic Contract Compression Business of the Owner Compressors.

     5.13 Mutual Maintenance and Servicing. So long as the Manager is EI or an Exterran Affiliate, the Manager, the Issuer and the ABS Lessor agree that in order for the Manager to provide mutually beneficial maintenance and servicing of the Owner Compressors in the same manner as it maintains and provides for the Other Exterran Compressors, the Manager is permitted to use parts, engines, inventory or supplies from (x) Other Exterran Compressors to service and maintain the Owner Compressors and the Other Exterran Compressors, and (y) Owner Compressors to service and maintain the Owner Compressors and the Other Exterran Compressors, in all instances in accordance with Sections 2.2 and 2.3 hereof and in the normal and customary business practices of the Manager; provided however, in the event any Owner Compressor is utilized for parts in accordance with the foregoing mutual maintenance and servicing provisions, such Owner Compressor, to the extent not repaired, replaced or rebuilt within 90 days after the date on which such parts or engines were utilized, will become an Ineligible Compressor. The Manager will have the option to replace such Ineligible Compressor with another Compressor of equal or greater value (based on and subject to the criteria set forth in Section 3.04 of the Contribution Agreement) as the Ineligible Compressor within 90 days after the date on which such parts or engines were utilized. To the extent the Compressor added in replacement of any such Ineligible Compressor exceeds the value of such Ineligible Compressor, an appropriate adjustment to approximate such excess value shall be made for the benefit of the Manager to the Operations Fee and the Overhaul Fee. The Issuer and the Manager acknowledge and agree that each party derives independent and mutual benefit from this maintenance and servicing arrangement set forth in this Section 5.13.

     5.14 Purchase Account. Subject to the conditions, covenants and agreements set forth in Section 313 of the Indenture, the Manager, the Issuer and the ABS Lessor agree that the Manager shall (a) remit, or shall cause to be remitted, any and all Compressor Reinvestment Sales Proceeds to the Purchase Account, (b) use, or shall cause the use of, all or any portion of the Compressor Reinvestment Sales Proceeds on deposit in the Purchase Account to purchase Additional Compressors, and (c) direct, or shall cause the direction of, the Indenture Trustee to liquidate as necessary any and all Eligible Investments credited to the Purchase Account and to transfer from the Purchase Account to the Trust Account, (i) in accordance with, and at the times required by, Section 313(c) of the Indenture, any unused portion of such Compressor Reinvestment Sales Proceeds and (ii) in accordance with, and at the times required by, Section 313(d) of the Indenture, all funds in the Purchase Account.

     5.15 Consent and Agreement by ABS Lessor. The ABS Lessor hereby consents to (i) the execution, enforcement, and amendment of, and other actions under, all such User Contracts by the Manager and by the Issuer as provided herein and (ii) the taking of all actions by the Manager under and pursuant to the provisions of this Article 5. The ABS Lessor agrees that (i) the rights of Users that arise under the User Contracts that affect or limit the use of the Owner Compressors shall affect or limit the interest of the ABS Lessor therein and (ii) any other undertakings by the Manager under and pursuant to this Article 5, to the extent that they bind or affect any Owner Compressor, shall bind and limit the interest of the ABS Lessor therein.. The

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provisions of this Section 5.15 evidence a fully effective consent and agreement and do not require the performance by the ABS Lessor of any further act to be fully effective and binding.

     6. AUTHORITY AND CONSENTS.

     6.1 The Issuer and the ABS Lessor. The Issuer and the ABS Lessor confer on the Manager all such authorities and grant all such consents as may be necessary for the Manager’s performance of its duties under this Agreement, and will, at the request of the Manager, confirm any such authorities and consents to any third parties, execute such other documents and do such other things as the Manager may reasonably request for the purpose of giving full effect to this Agreement and enabling the Manager to carry out its duties hereunder.

     6.2 Manager Default. After the occurrence and during the continuance of a Manager Default, the Manager irrevocably, and by way of security to the Issuer and the ABS Lessor for the obligations of the Manager herein, appoints the Issuer or the Issuer’s designee (which shall be the Indenture Trustee so long as any Outstanding Obligations remain unpaid) to be its attorney-in-fact with full power of substitution on behalf of the Manager and in its name or otherwise to execute any documents contemplated by this Agreement and any Related Document, and to give any notice and to do any act or thing which the Manager is obliged to execute or do under this Agreement and any Related Document. The Manager hereby confirms and agrees to ratify and confirm whatever any such attorney shall do or propose to do in the exercise or purported exercise of all or any of the powers, authorities and discretion referred to in this paragraph.

7. ACCOUNTS AND PAYMENTS

     7.1 Lockbox Accounts.

          (a) On or prior to the initial Series Issuance Date, the Lockbox Accounts shall have been established and shall be under the exclusive control of the respective Intercreditor Collateral Agents, and Manager shall, or shall cause, all Collections related to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the applicable Intercreditor Agreement. So long as the Manager is EI or an Exterran Affiliate, the Manager shall comply with its obligations and duties under the Intercreditor Agreements. Immediately after the completion of the daily allocation of funds in the Lockbox Accounts, all Collections allocable to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an Event of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accounts shall be made in accordance with the terms of the applicable Intercreditor Agreement.

          (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provide to the Issuer, each Series Enhancer and the Indenture Trustee a copy of each daily cash reconciliation prepared during the preceding week. At any time during the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys shall be entitled, at the expense of the Manager, to visit the Manager’s office and conduct a review of all backup documentation supporting the daily cash allocation report.

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          (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may be, the Back-up Manager and the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as the Issuer’s and the ABS Lessor’s attorney-in-fact, to endorse any contract compression payments relating to an Owner Compressor deposited in a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the ABS Lessor, which authorization is coupled with an interest.

     7.2 Deposits to the Lockbox Account. If the Manager shall receive any Collections with respect to any Owner Compressor directly, the Manager shall deposit such funds into the Lockbox Account within three (3) Business Days of the receipt thereof. The obligation of the Manager to make such deposit shall constitute a full recourse obligation of the Manager (for which the Manager shall not be entitled to receive indemnification from the Issuer or the ABS Lessor).

     7.3 Withdrawal from Trust Account. The Manager shall be entitled to submit a written request (which may be given by e-mail) for withdrawals to the Indenture Trustee to distribute to the Manager from the Trust Account on a Business Day other than a Payment Date funds in an amount equal to the sum of (i) an estimate (based on actual accrued amounts as of the date of such request) of the Operations Fee and S&A Fee expected to be paid on the immediately succeeding Payment Date and (ii) an estimate of the Overhaul Fee (based on actual accrued amounts as of the date of such request) expected to be paid on the immediately succeeding Payment Date; provided, however, that notwithstanding any right of the Manager pursuant hereto or pursuant to the Management Agreement to request such interim distributions with respect to the Operations Fee, S&A Fee and Overhaul Fee, such interim distributions shall be made only so long as (i) no Event of Default or Manager Default shall have occurred and be continuing, (ii) the Manager Termination Date shall not have occurred unless the Indenture Trustee (acting at the direction of the Requisite Global Majority) shall have consented to such interim distribution(s), and (iii) with respect to the Overhaul Fee, the Overhaul Fee Release Conditions shall have been satisfied on the date of such request.

          In addition, so long as no Event of Default shall have occurred and be continuing, the Manager shall be entitled to request withdrawals from the Trust Account an amount equal to the sum of (x) all Excluded Payments then on deposit in the Trust Account, and (y) so long as all Scheduled Principal Payment Amounts for all Series of Notes then Outstanding were paid in full on the immediately preceding Payment Date, all Ineligible Collections then on deposit in the Trust Account.

     The Indenture Trustee is under no obligation to verify that the requirements of Section 302(c) of the Indenture have been met before funding such withdrawal to the Manager.

     7.4 No Set-Off, Counterclaim, etc. The Manager’s obligations under this Agreement and the other Related Documents to make deposits to the Lockbox Account shall be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off (except to the extent expressly set forth herein) or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Issuer or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, (i) any defect in title, condition, design or fitness for use of, or any damage to or loss

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or destruction of, any Compressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.

     7.5 Manner of Payment. All payments required to be made by the Manager hereunder shall be made in Dollars by wire transfer of immediately available funds prior to 3:00 p.m., New York time, on the date of payment.

8. MANAGER ADVANCES

     8.1 Manager Advances.

          (a) On each Determination Date, the Manager may (in its sole discretion) advance funds (each, a “Manager Advance”) and remit to the Trust Account, in such manner as will ensure immediately available funds will be on account thereof by 11:00 a.m. New York time on the Business Day prior to the Payment Date, an amount equal to all or any portion of contract payments (other than uncollectible amounts) (i) due on User Contracts with respect to the Owner Compressors during the preceding Collection Period for which the related Users have not remitted such payment on or prior to such Determination Date and (ii) for which the Manager in good faith and in its commercially reasonable judgment expects to collect promptly. Except for the first three (3) Payment Dates following the Closing Date, the aggregate amount of all such Manager Advances outstanding (i.e., not yet reimbursed under Section 8.1(b) below) at any point in time may not exceed an amount equal to the product of (x) ten percent (10%) and (y) the Aggregate Note Principal Balance on the immediately preceding Payment Date (after giving effect to payments made on such date). The Manager will not make a Manager Advance with respect to (i) any defaulted User Contract, or (ii) any User Contract if the Manager, in its reasonable good faith judgment, believes that such Manager Advance would not be recoverable from a corresponding remittance from the User on the related User Contract.

          (b) The Manager shall be reimbursed for Manager Advances on each Payment Date pursuant to Section 302(d) or 302(e), as applicable, of the Indenture.

9. COVENANTS OF THE MANAGER

     9.1 Preparation and Delivery of Reports. The Manager shall deliver to each Series Enhancer and the Indenture Trustee, or as otherwise specified in any of the clauses below:

          (a) Financial Statements. (i) So long as EI or an Exterran Affiliate is the Manager, the Manager shall deliver or shall cause Exterran to deliver to the Indenture Trustee and each Series Enhancer a copy of (x) each annual report of Exterran and (y) each quarterly report of Exterran, in each case, within the time periods, and in the manner required by, Section 9(b) of the Manager Guaranty and unaudited, consolidating income statements and balance sheets for the Manager and its consolidated Subsidiaries; provided, however, that Manager shall be deemed to have furnished the information required by this Section 9.1(a) if Exterran shall have timely made the same available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Agreement located at [http://www.exterran.com]); provided, further, however, that if any Series

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Enhancer or the Indenture Trustee is unable to access EDGAR or Exterran’s home page on the worldwide web or is unable to access such information from such sources, the Manager agrees to provide such Series Enhancer or the Indenture Trustee, as the case may be, with paper copies of the information required to be furnished pursuant to this Section 9.1(a) promptly following notice from such Series Enhancer or the Indenture Trustee, as the case may be. Information required to be delivered pursuant to this Section 9.1(a) shall be deemed to have been delivered on the date on which the Manager provides notice to each Series Enhancer and the Indenture Trustee that such information has been posted on “EDGAR” or Exterran’s website or another website identified in such notice and accessible by each Series Enhancer or the Indenture Trustee without charge (and the Manager hereby agrees to provide such notice). In the event that Exterran is no longer required to file quarterly or annual reports with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act, the Manager agrees to provide each Series Enhancer and the Indenture Trustee with paper copies of the information required to be furnished pursuant to this Section 9.1(a) when and as if Exterran was required to file such quarterly and annual reports with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act, and

     (ii) if the Manager is not EI or an Exterran Affiliate, (1) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Manager, the audited consolidated and unaudited consolidated statements of income, stockholders’ equity and cash flows of the Manager and its consolidated subsidiaries for such fiscal year, and the related consolidated balance sheet of the Manager and its consolidated subsidiaries as at the end of the fiscal year, and setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by the related opinion of Independent Accountants, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of the Manager and its consolidated subsidiaries as at the end of, and for, such fiscal year and that such financial statements have been prepared in accordance with GAAP, except for such changes in such principles with which the Independent Accountants shall have concurred and such opinion shall not contain a “going concern” or like qualification or exception, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Manager Default and (2) as soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarterly periods of each fiscal year of the Manager, consolidated statements of income, stockholders’ equity and cash flows of the Manager and its consolidated subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets as at the end of such period, and setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated financial condition and result of operations of the Manager and its consolidated subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to normal year-end audit adjustments);

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          (b) Monthly Asset Base Certificate. By not later than each Determination Date, an Asset Base Certificate, substantially in the form of Exhibit “A” attached hereto, calculated as of the last day of the immediately preceding Collection Period;

          (c) SEC and Other Reports. Promptly upon their becoming available, one copy of each report (if any), definitive proxy statement, registration statement (upon it becoming effective) and definitive prospectus filed by the Guarantor with or delivered to any securities exchange, the Securities and Exchange Commission (or any successor agency or any other Governmental Authority), which such delivery and/or availability may be accomplished in the manner provided by Section 9.1 hereof for the delivery of annual and quarterly reports (excluding any time periods required for the delivery of such reports);

          (d) Requested Information. After a request of the Deal Agent, any Series Enhancer or the Indenture Trustee, with reasonable promptness, any data, information and reports regarding the Owner Compressors that is reasonably available;

          (e) Updated Policies. Within sixty (60) days of the Manager’s fiscal year end and only to the extent such policies have been materially changed or updated, (i) two (2) copies of its current Credit and Collection Policy, a currently effective copy of which is attached hereto as Exhibit “B” and (ii) two (2) copies of its current Overhaul Policy, a currently effective copy of which is attached hereto as Exhibit “D”;

          (f) Manager Report. On each Determination Date, a Manager Report, substantially in the form of Exhibit “C” hereto, calculated for the immediately preceding Collection Period, a copy of which shall also be delivered to the Indenture Trustee, the Deal Agent, each Series Enhancer and each Interest Rate Hedge Provider;

          (g) Manager Report on Hedging Calculations. On each Determination Date, a monthly report reflecting the hedging policy calculations as of the end of the preceding calendar month based on all transactions outstanding as of the end of such month under Interest Rate Swap Agreements then in effect, including transactions entered into on such date which are scheduled to commence on a future date;

          (h) Monthly Tape. On each Determination Date, the Manager shall deliver the Monthly Tape to the Indenture Trustee and, on request, to each Series Enhancer;

          (i) Insurance Renewals. Within five (5) days of the then current expiry date of the Property Insurance and Liability Insurance, evidence of renewals of such policies;

          (j) Material Adverse Change. With reasonable promptness, notice of any Material Adverse Change;

          (k) Notice of Inaccuracy in Manager Report. Within five (5) Business Days of the date on which any Responsible Officer of the Manager shall have actual knowledge or shall have received, or been deemed to have received, from any Person, notice that the Manager Report delivered by the Manager is inaccurate in any material respect, notice of such inaccuracy indicating the inaccuracy;

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          (l) Notice of Default. Notice of any Trigger Event or any event that with notice or the passage of time (or both) would constitute any such event, a copy of which shall also be delivered to the Intercreditor Collateral Agent;

          (m) Financial Projections. At least annually, and within ten (10) Business Days of delivery (or deemed delivery, as the case may be) of the audited financial statements under Section 9.1(a) hereof or, if earlier, concurrently with delivery thereof to any other lenders or creditors, projected financial information prepared by Exterran in its ordinary course of business and delivered by Exterran to its lenders in accordance with the terms of the Senior Secured Credit Agreement or to any of its other lenders or creditors, including revisions of previously delivered information. Such projections shall include balance sheets, income statements and cash flows by business segment;

          (n) Public Debt Ratings. Promptly, but in any event within five (5) Business Days after the date of any change in Exterran’s public debt ratings, Manager shall deliver to the Deal Agent and each Series Enhancer a written confirmation of Exterran’s public debt ratings after giving effect to such change; and

          (o) Purchase Option Report. The Manager shall provide to the Deal Agent and each Series Enhancer, simultaneously with delivery of the Manager Report, a supplement to the monthly Manager Report setting forth a list of the total number of all Owner Compressors subject to User Contracts that contain purchase options and the Aggregate Depreciated Value of all such Owner Compressors.

     9.2 Maintenance of Offices. The Manager shall maintain, at its office complex located at 4444 Brittmoore Road, Houston, Texas 77041 (or, if EESLP becomes the Manager at that address or 12001 North Houston Rosslyn, Houston, Texas 77086), such books and records (including computer records) with respect to the Owner Compressors in the same manner as it maintains for the Other Exterran Compressors, including a computer database which includes the Owner Compressors (containing sufficient information to generate a listing of all such Owner Compressors and the reports required to be delivered pursuant to this Agreement and the Related Documents), any User Contracts relating thereto, the Users and their locations, and the Appraised Value and Depreciated Value of each Owner Compressor. The Manager shall notify the Issuer, each Series Enhancer and the Indenture Trustee of any change in the location of the Manager’s office complex or its books and records.

     9.3 Inspection.

          (a) Each of (i) the Requisite Global Majority (acting as one group) and their agents, (ii) if the Manager is not EI or an Exterran Affiliate and the Issuer has not been furnished with a copy of the report generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and its agents), and (iii) any Series Enhancer in connection with any refinancing involving such Series Enhancer shall have the right to inspect the Owner Compressors, the receivables aging system and all books, records, reports, User Contracts, insurance policies, and other documents relating to the Owner Compressors (including those involving any refinancing of a Series Enhancer), all in the format which the Manager uses for the Other Exterran Compressors (or, if the Manager is not EI or an Exterran Affiliate, any Compressors or equipment of a type similar to the Owner Compressors for which contract

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compression services are provided, operated or managed by such Manager for its own account and third parties other than the Issuer). Such inspections shall be conducted upon reasonable request and notice to the Manager and shall (a) be conducted during normal business hours, (b) be subject to the Manager’s customary security procedures and the execution of reasonable and customary confidentiality agreements and (c) not unreasonably disrupt the Manager’s business. For purposes of any such inspection, the Manager shall grant the Requisite Global Majority, the Issuer and their agents (as applicable) access to the Manager’s computer systems (including the receivables aging system) and data relating solely to the Owner Compressors contained therein (and with respect to the Exterran Compressors to the extent necessary to evaluate compliance with the Related Documents).

          (b) Each of (i) the Requisite Global Majority (acting as one group) and their agents and (ii) if the Manager is not EI or an Exterran Affiliate and the Issuer has not been furnished with a copy of the report generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and its agents) shall have the right to (i) one such inspection per calendar year (and an additional inspection by any Series Enhancer in connection with any refinancing involving such Series Enhancer), at the reasonable cost and expense (including reasonable legal and accounting fees incurred by the Issuer, the Requisite Global Majority or, in connection with any refinancing involving any Series Enhancer, the applicable Series Enhancer) of the Manager and (ii) one additional inspection at the cost and expense of the Requisite Global Majority or the Issuer (as the case may be), unless a Trigger Event shall have occurred and be continuing, in which case, the Requisite Global Majority and, if applicable, the Issuer (and their respective agents) shall have the right to conduct such inspections any number of times and each time the costs and expenses shall be borne by the Manager.

     9.4 Ownership of Owner Compressors. The Manager agrees to promptly indicate to all parties with a valid interest inquiring as to the true ownership of the Owner Compressors that the Issuer or the ABS Lessor, as the case may be, is the owner of the Owner Compressors and the Manager will not claim any ownership interest in the Owner Compressors.

     9.5 Separate Bank Accounts. The Manager will maintain separate bank accounts and books of account from those of the Issuer and of the ABS Lessor. The Manager shall not conduct business in the name of the Issuer or the ABS Lessor except when acting as an agent and identifying itself as such.

     9.6 Compliance with Organizational Documents; Applicable Law. The Manager agrees to comply with all of its company, organizational and managerial procedures required by its formation documents and Applicable Law.

     9.7 Substantive Consolidation. The Manager will be operated so that neither the Issuer nor the ABS Lessor will be “substantively consolidated” with the Manager or any of its Affiliates. In connection therewith, the Manager makes herein by this reference each of the representations and warranties made by it to Baker Botts LLP in support of its opinions issued and delivered in connection with the issuance of the Notes, as if specifically made herein and agrees to comply with each of the factual assumptions contained in such opinions.

     9.8 Credit Policy. The Manager will not make any material modifications to the terms of its Credit and Collection Policy to the detriment of any Series Enhancer without the

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prior written consent of the Series Enhancer so affected. The Credit and Collection Policy of the Manager and the Manager’s compliance therewith shall be consistent with the reasonable and prudent policies and business practices of managers of similar types of equipment in the Manager’s industry.

     9.9 Appraisals. No later than January 31, 2008, the Manager shall (at its expense) furnish (or cause to be furnished) to the Control Party two (2) Appraisals setting forth the Appraised Value of the Owner Compressors as of the initial Series Issuance Date. Upon delivery of such Appraisals, the Appraised Value of each Compressor shall be adjusted in accordance with the provisions set forth in the definition of the term “Appraised Value”.

     9.10 Lockbox Account. Until the termination of the Intercreditor Agreements in accordance with their terms, the Manager shall maintain, and shall cause the applicable Intercreditor Collateral Agent to maintain, the relevant Lockbox Account and shall not terminate such Lockbox Account, or close such Lockbox Account, without the prior written consent in each instance of the Indenture Trustee and the Requisite Global Majority. The Manager shall not establish any new account that will receive payments or Collections in respect of the User Contracts, the Securitization Collateral or any funds attributable to its Domestic Contract Compression Business without the prior written consent in each instance of the Indenture Trustee and the Requisite Global Majority. Exterran, EI and their Affiliates may establish separate accounts for other funds not attributable to the Domestic Contract Compression Business, including but not limited to funds attributable to the fabrication, service, after-service market and international compression business. Notwithstanding the foregoing, until the incorporation of EI’s contract compression business into EESLP’s enterprise reporting program, a Lockbox and Lockbox Account will be maintained by each of EI and EESLP. The Manager shall instruct and cause each User to remit all contract payments and other payments arising under each User Contract and all payments attributable to the Domestic Contract Compression Business of Exterran to the Lockbox Account as set forth in the Intercreditor Agreement. The obligations of EI and any Exterran Affiliate under this Section 9.10 shall survive the resignation or removal of EI or any Exterran Affiliate as Manager and the termination of this Agreement until the termination of the Intercreditor Agreement(s) in accordance with Section 21 thereof.

10. WARRANTY

     10.1 ISSUER. NEITHER THE ISSUER NOR ABS LESSOR MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE OWNER COMPRESSORS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.

     10.2 MANAGER. THE MANAGER WARRANTS THAT IT WILL CARRY OUT ITS SERVICES WITH REASONABLE CARE AND SKILL. THIS EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. UNDER NO CIRCUMSTANCES SHALL THE MANAGER HAVE ANY LIABILITY TO THE ISSUER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

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11. COMPENSATION AND REIMBURSEMENT OF THE MANAGER

     11.1 Compensation of the Manager. As compensation to the Manager for the performance of its services hereunder, the Issuer shall pay to the Manager an S&A Fee, an Operations Fee, an Overhaul Fee, an Incentive Management Fee and a charge for Reimbursable Services. Subject to the terms and conditions of the Indenture, each of the S&A Fee (including any Excess S&A Expenses), the Operations Fee (including any Excess Operations Expenses), the Overhaul Fee, the Incentive Management Fee and the charge for Reimbursable Services shall be payable to the Manager from the Trust Account, to the extent monies are available for the payment thereof, in accordance with Sections 302(d) and (e) of the Indenture, as follows:

          (a) on each Payment Date, an amount equal to the S&A Fee (including any Excess S&A Expenses), the Overhaul Fee, the Operations Fee (including any Excess Operations Expenses) and the Incentive Management Fee, in each case for the calendar month preceding the month in which such Payment Date occurs; and

          (b) on each Payment Date, the amount of Reimbursable Services submitted by the Manager to the Issuer on or prior to the last day of the calendar month immediately preceding the month in which such Payment Date occurs.

     11.2 S&A Fee.

          (a) The selling and administrative fee payable to EI as initial Manager for each Collection Period (or any portion thereof) shall be the product of (i) the S&A Fee Rate and (ii) the Gross Compressor Contract Revenues actually billed during such Collection Period (such product, the “Exterran S&A Fee”). The S&A Fee for any Manager other than EI or any Exterran Affiliate shall be the amount calculated in accordance with the definition thereof, subject to the adjustments and limitations contained therein and herein.

          (b) The S&A Fee Rate following the initial Issuance Date shall be seven percent (7%), which percentage shall be adjusted annually thereafter in accordance with the provisions of Section 11.2(c) (the “S&A Fee Rate”).

          (c) So long as no Trigger Event shall have occurred and then be continuing, the S&A Fee Rate may be recomputed by the Manager or any Replacement Manager and automatically adjusted each year on the last day of the quarter following the Manager’s fiscal year end, to reflect the actual selling and administrative costs incurred by the Manager in managing the Exterran Compressors during the most recently completed fiscal year. Any such adjustment shall be accompanied by a certification by the Manager that any increase in the S&A Fee Rate reflects increases in selling and administrative costs which are also being incurred in respect of the Other Exterran Compressors. The reasonableness of the amount of such cost increase will, at the request of any Entitled Party, be verified by a third party consultant selected by the Requisite Global Majority and reasonably satisfactory to the Manager. Increases in the S&A Fee in excess of the levels permitted in the definition of S&A Fee shall be payable at a subordinated level in accordance with Sections 302(d) and (e) of the Indenture. In addition to the adjustment set forth above, the S&A Fee Rate may be adjusted with the prior consent of the Manager, the Issuer, and the Requisite Global Majority to reflect material non-recurring costs incurred in any fiscal year.

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          (d) The S&A Fee, as adjusted from time to time under Section 11.2(c), is intended to include all direct selling and administrative costs and expenses relating to the performance of the Manager’s services, duties and obligations under this Agreement but shall not include (x) the costs and expenses of the Manager that are incurred in connection with the Reimbursable Services or (y) the costs and expenses of the Manager in connection with its indemnification obligations owing to any MA Indemnified Party.

     11.3 Operations Fee.

          (a) The operations fee (the “Exterran Operations Fee”) for each calendar month shall be an amount equal to the product of (i) the Operations Fee Rate then in effect and (ii) the Gross Compressor Contract Revenues actually billed during such Collection Period. The Operations Fee for a successor Manager is set forth in the definition thereof, subject to the adjustments and limitations contained therein and herein.

          (b) So long as EI or one of its Affiliates is the Manager, the Operations Fee Rate shall automatically adjust on the forty-fifth (45^th) day after the end of each calendar quarter in order to reflect the “Gross Margin Percentage for Domestic Contract Compression”, as set forth in the most recent consolidated financial statements of Exterran delivered pursuant to Section 9.1(a) hereof. Increases in the Operations Fee in excess of the levels permitted in the definition of Operations Fee shall be payable at a subordinated level in accordance with Sections 302(d) and (e) of the Indenture. In addition to the adjustment set forth above, the Operations Fee Rate may be adjusted with the prior consent of the Manager, the Issuer, and the Requisite Global Majority to reflect material non-recurring costs incurred in any year.

          (c) The Operations Fee, as adjusted from time to time, is intended to include all direct operating costs and expenses relating to the performance of the Manager’s services, duties and obligations under this Agreement but shall not include (x) the costs and expenses of the Manager that are incurred in connection with the Reimbursable Services or (y) the costs and expenses of the Manager in connection with its reimbursement, payment or indemnification obligations owing to any MA Indemnified Party.

     11.4 Incentive Management Fee. In addition to the Operations Fee and the S&A Fee, the Manager (whether the Manager is EI, any Exterran Affiliate or a Replacement Manager) shall be entitled to receive on each Payment Date an additional fee in an amount equal to the Incentive Management Fee.

     11.5 Reimbursable Services. To the extent not included in another fee category, the Manager shall be separately compensated for the following services rendered on behalf of the Issuer under this Agreement (collectively, the “Reimbursable Services”) in accordance with the priorities established therefor in Sections 302(d) and (e) of the Indenture: (i) enforcement costs in accordance with Section 5.5 hereof (ii) the cost of any Mandatory Alterations made after the Closing Date in accordance with Section 5.9 hereof and (iii) if the Manager is not EI or an Exterran Affiliate, Impositions actually paid by such Manager in accordance with Section 5.8. In addition to such Reimbursable Services, the Manager shall be entitled to be reimbursed for Manager Advances in accordance with the provisions of Section 8 hereof.

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12. MANAGER DEFAULT

     12.1 Events or Conditions. Any of the following events or conditions shall constitute a Manager Default:

          (a) The Manager shall fail to (i) deposit (or cause the deposit) to the Trust Account any deposit required pursuant to Section 7.1 hereof, (ii) deliver either or both of the Manager Report or the monthly Asset Base Certificate on the dates specified in Section 9.1 hereof, (iii) deliver the Monthly Tape, or (iv) deposit to the Purchase Account or perform or observe the covenants contained in Section 5.14 hereof, and in each case, such failure shall continue for three (3) Business Days after the date when due;

          (b) The Manager shall fail to pay the Back-up Manager Fee when due;

          (c) (i) with respect to EI or any Exterran Affiliate as the Manager, the Manager shall fail to perform or observe in any material respect any other covenant, condition, or agreement to be performed or observed by it hereunder or under any Related Document (other than (x) those identified in any other clause of this Section 12.1 and (y) any such covenant, condition, or agreement that contains a specified numerical threshold or basket, in which case such covenant, condition or agreement shall be strictly performed or observed); or (ii) with respect to any Manager other than EI or any Exterran Affiliate, the Manager shall fail to perform or observe any other covenant, condition, or agreement to be performed or observed by it under any Related Document (other than those identified in any other clause of this Section 12.1), and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) receipt by the Manager of written notice thereof from the Issuer or the Indenture Trustee (at the direction of the Requisite Global Majority) and (ii) the date on which any Responsible Officer of the Manager responsible for the management of the Owner Compressors shall have actual knowledge of such failure;

          (d) Any representation or warranty made by the Manager in any of the Related Documents, or in any certificate delivered pursuant thereto, shall prove to be untrue in any material respect, and such misrepresentation or untrue warranty, if capable of cure, shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the Issuer, the Indenture Trustee (acting at the direction of the Requisite Global Majority) or any Series Enhancer and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure;

          (e) The inaccuracies specified in the notice specified in Section 9.1(k) remain unremedied or uncured, by the Manager’s failure to provide an accurate Manager Report, for a period of fifteen (15) days after the date such notice is required to be delivered;

          (f) The Manager shall fail to deliver the notice specified in Section 9.1(k) within the time frame prescribed therein;

          (g) The entry of a decree or order for relief by a court having jurisdiction in respect of the Manager or the Manager Guarantor in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Manager,

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or the Manager Guarantor or for any substantial part of their properties, or ordering the winding up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days;

          (h) The commencement by the Manager or the Manager Guarantor of a voluntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent by the Manager to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Manager or the Manager Guarantor or any substantial part of their respective properties, or the making by the Manager or the Manager Guarantor of any general assignment for the benefit of creditors, or the inability or failure by the Manager or the Manager Guarantor to pay its debts generally when due, or the taking of any action by the Manager or the Manager Guarantor in furtherance of any such action;

          (i) The Manager Guarantor shall fail to pay any principal of, premium or interest on or any other amount payable in respect of (x) any Debt that is outstanding under the Senior Secured Credit Agreement or any replacement thereof or (y) if the Senior Secured Credit Agreement has been terminated and not replaced, any Debt in a principal or notional amount of at least $35,000,000 for the first three (3) fiscal years from the Closing Date and $75,000,000 thereafter (either individually or in the aggregate), in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving effect to any (i) extensions of applicable grace periods which in the aggregate exceed ten (10) Business Days or (ii) waivers, amendments or forbearances which in the aggregate exceed ten (10) Business Days; or any other event (i.e., not involving a payment default) shall occur or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided further that any such event or condition shall be determined without giving effect to any (i) extensions of applicable grace periods which in the aggregate exceed thirty (30) days or (ii) waivers, amendments or forbearances which in the aggregate exceed thirty (30) days, if the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity thereof;

          (j) Any Person or “group”, within the meaning of Section 13(d) of the Exchange Act, not an Exterran Affiliate shall become the “beneficial owner”, as defined in Rule 13(d)3 under the Exchange Act, of shares representing more than 50% of the aggregate voting power represented by the capital stock of Exterran or either Contributor;

          (k) For any calendar month the Average Contract Rate for the Other Exterran Compressors (which for avoidance of doubt shall include the Compressors owned by or leased by EXLPOP and all other master limited partnerships sponsored by Exterran) exceeds the Average Contract Rate for the Owner Compressors by ten percentage points (10%) or more;

          (l) For any calendar month the Monthly Utilization Rate for the Other Exterran Compressors (which for avoidance of doubt shall include the Compressors owned by or

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leased by EXLPOP and all other master limited partnerships sponsored by Exterran) exceeds the Monthly Utilization Rate for the Owner Compressors by fifteen percentage points (15%) or more;

          (m) As of any Determination Date, the Run-time Credit Ratio exceeds five percent (5%);

          (n) For so long as EI or any Exterran Affiliate is the Manager, an interest coverage ratio automatically adjusted from time to time to always be .50 in excess of Exterran’s Interest Coverage Ratio (as such term is defined in the Senior Secured Credit Agreement or any replacement thereof); provided however, in the event that the definition of Interest Coverage Ratio no longer exists, or the Senior Secured Credit Agreement or any replacement thereof no longer exists or such agreement no longer contains a covenant testing the coverage of Exterran’s total interest expense, then the interest coverage ratio to be adjusted for the purposes of this Section 12.1(n) shall be the Interest Coverage Ratio stated in the Senior Secured Credit Agreement as in effect one calendar year prior to the date on which such definition or agreement ceased to exist, plus.50;

          (o) For so long as EI or any Exterran Affiliate is the Manager, the Manager shall fail to observe or perform any of the covenants, agreements or obligations set forth in Section 5.7 hereof (relating to the maintenance of insurance) and such failure shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the any of the Entitled Parties and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure;

          (p) For so long as EI or any Exterran Affiliate is the Manager, the Owner Compressors become subject to any Lien except for Permitted Encumbrances and the Manager fails to remove such Lien within ten (10) days;

          (q) For so long as EI or any Exterran Affiliate is the Manager, (i) EI or EESLP shall fail to observe or perform any of its covenants or agreements set forth in Section 7(a)(i) of the applicable Intercreditor Agreement and, if EI or EESLP is diligently attempting to determine the proper allocation of the applicable unallocated amounts, such failure shall not be cured within three (3) Business Days, or (ii) EI or EESLP shall be required to make any deposit into the Lockbox Account pursuant to Section 7(b)(ii) of the applicable Intercreditor Agreement and shall fail to make such deposit into such account on or prior to the date on which such deposit is required to be made pursuant to such Section;

          (r) For so long as EI or any Exterran Affiliate is the Manager, the Manager Guarantor shall repudiate its obligations under the Manager Guaranty or the Manager Guaranty shall cease to be in full force and effect; or

          (s) The Manager shall fail to deliver to the Indenture Trustee and the Deal Agent, by September 15, 2007, a fully-executed counterpart of the Back-up Management Agreement.

     12.2 Unpaid Outstanding Obligations. If a Manager Default or an Exterran Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid

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in full, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) shall have the right (and shall exercise such right as and when directed to do so by the Requisite Global Majority), in addition to any other rights or remedies that the Issuer or any of its respective assignees may have under any Applicable Law or in equity to: (i) terminate this Agreement, (ii) appoint the Back-up Manager or another Replacement Manager selected by the Requisite Global Majority to manage the Owner Compressors, and/or (iii) exercise any other remedies available under this Agreement, the Indenture and the other Related Documents. In addition, EI hereby agrees that if (a) a Manager Default shall have occurred and be continuing, a Manager Termination Notice shall have been delivered to EI and the Outstanding Obligations have not been paid in full, (b) an Exterran Group Event shall have occurred and be continuing, or (c) an Event of Default shall have occurred and be continuing, then the Requisite Global Majority (or the Indenture Trustee, the Manager or the Back-up Manager, as the case may be, at the direction of the Requisite Global Majority) shall have the right to notify the Users and any other Account Debtors of the Issuer and the ABS Lessor, including, without limitation, any Person obligated to make payments pursuant to any User Contract, parties to the Contracts of the Issuer and the ABS Lessor and obligors in respect of Instruments of the Issuer and the ABS Lessor, that (x) the User Contracts, Accounts, Contracts and Instruments, and the right, title and interest of the Issuer, the ABS Lessor and the Manager on behalf of the Issuer and the ABS Lessor in and under such, User Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee, and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account for the benefit of the Indenture Trustee, and the Indenture Trustee (at the direction of the Requisite Global Majority), or such other Person specified pursuant to the terms hereof, may communicate with such Users and other Account Debtors, parties to such Contracts and obligors in respect of such Instruments to verify with such parties, to the Indenture Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount and terms of such Accounts, Contracts and Instruments. The Issuer shall direct the Indenture Trustee to give notice in writing to the Rating Agencies and the Back-up Manager of any such Manager Default. Notwithstanding anything contained herein to the contrary, this Agreement shall continue in full force and effect with respect to each Owner Compressor, and the Manager shall continue to manage such Owner Compressors pursuant to the terms and conditions of this Agreement, until the Management Replacement Date.

     12.3 Appointment of Back-up Manager or Replacement Manager. Upon the appointment of the Back-Up Manager or other Replacement Manager, as the Manager, the Manager shall cooperate with the Issuer or their assignees, the Indenture Trustee and each Series Enhancer in transferring to the Back-up Manager or other Replacement Manager the management of the Owner Compressors, including, but not limited to, making available all books and records (including data contained in the Manager’s computer) pertaining to such Owner Compressors, providing access to, and cooperating in the transfer of, information pertaining to such Owner Compressors from the Manager’s computer system to the Back-up Manager’s, other Replacement Manager or its designee’s system, and taking any other action as may be reasonably requested by the Issuer or its assignee to ensure the orderly assumption of management of such Owner Compressors by the Back-up Manager or other Replacement Manager. Notwithstanding the foregoing, in no event shall the Manager be required to, and the Deal Agent shall not, deliver or disclose to any Replacement Manager any information, data, document or agreement which is proprietary to the Manager.

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     12.4 Rights of User. In no event shall the Manager be required to act in any manner inconsistent with the rights of any User under any User Contract to which an Owner Compressor is then subject.

     12.5 Termination. Termination of this Agreement with respect to any Manager shall be without prejudice to the rights and obligations of the parties which have accrued prior to such termination; provided, however, that any amount then due to the Manager shall be reduced by the reasonable and necessary out-of-pocket costs incurred by the Issuer (excluding Management Fees and any other costs incurred within the ordinary scope of management and operation of the Owner Compressors that are no longer subject to this Agreement) in connection with the removal and replacement of the Manager as the manager of the Owner Compressors; provided, further, however, that all obligations of the parties hereto to pay any fees to the then current Manager hereunder shall cease upon the occurrence of the Management Replacement Date with respect to such Manager (other than fees accrued through such Management Replacement Date).

     12.6 Issuer’s Duties. The Issuer shall give notice to the Rating Agencies, if any, in the event of a removal or replacement of the Manager or a termination of this Agreement.

13. NO PARTNERSHIP

     The parties hereto also expressly recognize and acknowledge that this Agreement is not intended to create a partnership, joint venture or other entity among any of the Issuer and the Manager, and is intended only to provide a sharing of specified income and expenses attributable to providing contract compression services for the Owner Compressors.

14. NO FORCE MAJEURE

     The Issuer’s, the ABS Lessor’s and the Manager’s obligations under this Agreement are unconditional and shall not be subject to suspension, delay or interruption on account of the occurrence of any event, whether or not such event is beyond its control.

15. CURRENCY/BUSINESS DAY

     15.1 US Currency. All sums payable under this Agreement shall be paid in US Dollars.

     15.2 Payment Date. Notwithstanding anything to the contrary contained herein, if any date on which a payment becomes due hereunder is not a Business Day, then such payment may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date.

16. INDEMNIFICATION

     16.1 Issuer. The Issuer shall defend, indemnify and hold the Manager (and the Back-up Manager or any Replacement Manager, after a Management Replacement Date) harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable legal fees) (each a “Claim”) incurred by or asserted against the Manager to the extent resulting or arising from the Issuer’s failure to comply with or perform its obligations under this Agreement, except for Claims which arise out of the Manager’s willful misconduct,

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negligence or failure to comply with or perform its obligations under this Agreement. The Manager subordinates its claims against the Issuer under this Section 16.1 to all claims which have priority in payment under Sections 302(d) and (e) of the Indenture, and further agrees that any such claims shall (i) be non-recourse to the Issuer, (ii) only be payable at the times and in the amounts for which funds are available for such purpose pursuant to Sections 302(d) and (e) of the Indenture and (iii) not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.

     16.2 EI. EI agrees to, and hereby does, indemnify and hold harmless each Entitled Party and their respective officers, directors, employees and agents (each of the foregoing, an “MA Indemnified Party”) against any and all “Claims” (as defined in the Bankruptcy Code) (including costs of defense and legal fees and expenses) which may be incurred or suffered by such MA Indemnified Party (except to the extent caused by the gross negligence or willful misconduct of such MA Indemnified Party) as a result of claims, actions, suits or judgments asserted or imposed against such MA Indemnified Party and arising out of (i) any action or inaction by the Manager (including the Back-up Manager or any Replacement Manager) that is contrary to the terms of this Agreement, (ii) a material breach by the Manager (including the Back-up Manager or any Replacement Manager) of its representations and covenants set forth in this Agreement, (iii) any information certified in any schedule or report delivered by the Manager (including the Back-up Manager or any Replacement Manager), being untrue in any material respect as of the date of such certification, or (iv) the use or operation of the Owner Compressors; provided that the foregoing indemnity shall in no way be deemed to impose on EI any obligation to reimburse an MA Indemnified Party for losses arising solely from the financial inability of the related User with respect to a User Contract to make contract and other service-related payments.

     16.3 Survival. The obligations of EI (or any Exterran Affiliate acting as the Manager) and the Issuer under this Section 16 shall survive the resignation or removal of the Manager and the termination of this Agreement.

17. NO BANKRUPTCY PETITION AGAINST THE ISSUER OR THE ABS LESSOR

     Neither the Manager nor the Back-up Manager will, prior to the date that is one (1) year and one (1) day after the payment in full of all Outstanding Obligations, institute against the Issuer, or join any other Person in instituting an Insolvency Proceeding against the Issuer or the ABS Lessor. This Section 17 shall survive the termination of this Agreement.

18. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE ABS LESSOR

     Each of the Issuer and the ABS Lessor hereby makes the following representations and warranties for the benefit of each Entitled Party, which representations and warranties are made as of the Closing Date (unless otherwise indicated).

     18.1 Organization and Good Standing. It is duly organized, validly existing and in good standing, under the laws of the State of Delaware with the requisite power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, had at all relevant times, and now has, power, authority, and

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legal right to perform its obligations under this Agreement, and does not conduct business under any other name.

     18.2 Due Qualification. It is qualified to transact business in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect (x) its ability to perform its obligations under and comply with the terms of this Agreement or (y) the rights and remedies of the Manager hereunder.

     18.3 Power and Authority. It has the requisite power and authority to execute and deliver this Agreement and to carry out its terms. The execution, delivery, and performance of this Agreement by it and all of its obligations hereunder have been duly authorized by all necessary action, and this Agreement has been duly executed and delivered by it.

     18.4 Enforceable Obligations. This Agreement, when duly executed and delivered by it, will constitute a legal, valid, and binding obligation of it, enforceable against it in accordance with its terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

     18.5 No Violation. The execution and delivery of this Agreement and the consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement and the Related Documents to which the Issuer or the ABS Lessor is a party will not contravene or conflict with any of the terms and provisions of, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of incorporation and by-laws of the Issuer or the ABS Lessor or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which the Issuer or the ABS Lessor is a party or by which it or its property or any assets is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, other than this Agreement and the Indenture, or violate any Applicable Law applicable to the Issuer or the ABS Lessor.

     18.6 No Proceedings or Injunctions. There are (i) no litigations, proceedings or investigations pending, or, to its knowledge, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement and (ii) no injunctions, writs, restraining orders or other orders in effect against it that would adversely affect its ability to perform under this Agreement.

     18.7 Compliance with Law. It:

     (i) is not in violation of any Applicable Laws to which it is subject, the violation of which could reasonably be expected to materially and adversely

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affect the ability of the Issuer or the ABS Lessor to perform its obligations under and comply with the terms of this Agreement and any other Related Document to which it is a party;

     (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property or the conduct of its business including, without limitation, with respect to transactions contemplated by this Agreement and the other Related Documents to which it is a party; and

     (iii) is not in violation in any respect of any term of its Organizational Documents or any agreement (including any User Contract) or other instrument to which it is a party or by which it may be bound, which violation, individually or in the aggregate, could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Issuer or the ABS Lessor individually or the Issuer and its Subsidiaries taken as a whole, or the interest of the Noteholders or any Series Enhancer in any Contributed Asset;

     18.8 Principal Place of Business; Operations in the United States. The principal place of business and chief executive office of the Issuer and of the ABS Lessor is at 4444 Brittmoore Road, Houston, Texas 77041 and has been maintained at such address since its formation.

     18.9 Approvals. All approvals, authorizations, consents, orders or other actions of any Person required to be obtained by it in connection with the execution and delivery of this Agreement have been or will be taken or obtained on or prior to the Closing Date.

     18.10 Governmental Consent. No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority is or will be necessary or required on its part in connection with the execution and delivery of this Agreement, except for any such consents, approvals and authorizations that have been obtained, and all filings, registrations and qualifications that have been made, on or prior to the Closing Date.

     18.11 Ordinary Course. The transactions contemplated by this Agreement are being consummated in furtherance of its ordinary business purposes and constitute a practical and reasonable course of action by it designed to improve its financial position, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

     18.12 Taxes. It has filed or caused to be filed all tax returns which, to its knowledge, are required to be filed by the Issuer or the ABS Lessor. All Taxes against the Issuer or the ABS Lessor or their property which have become due have been paid (other than any amount of Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Issuer or the ABS Lessor or other appropriate provisions therefor as may be required by GAAP have been made), and no tax Lien other than as would constitute a Permitted Encumbrance has been filed against the Issuer or the ABS Lessor or their property and, to its knowledge, no Claim is being asserted, with respect to any such Taxes.

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19. REPRESENTATIONS AND WARRANTIES OF THE MANAGER

     The Manager hereby makes the following representations and warranties for the benefit of each Entitled Party, which representations and warranties are made as of the Closing Date (unless otherwise indicated).

     19.1 Organization and Good Standing. It is duly organized, validly existing and in good standing and in compliance under the laws of its State of organization, with the requisite power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, had at all relevant times, and now has, power, authority, and legal right to perform its obligations under this Agreement, and does not conduct business under any other name.

     19.2 Due Qualification. It is qualified to transact business in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect (x) its ability to perform its obligations under and comply with the terms of this Agreement or (y) the rights and remedies of the Issuer hereunder.

     19.3 Power and Authority. It has the requisite power and authority to execute and deliver this Agreement and to carry out its terms. The execution, delivery, and performance of this Agreement by it and all of its obligations hereunder has been duly authorized by all necessary action, and this Agreement has been duly executed and delivered by it.

     19.4 Enforceable Obligations. This Agreement, when duly executed and delivered by it, will constitute a legal, valid, and binding obligation of it, enforceable against it in accordance with its terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

     19.5 No Violation. The execution and delivery of this Agreement and the consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement and the Related Documents to which the Manager is a party will not contravene or conflict with any of the terms and provisions of, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of incorporation and by-laws of the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which the Manager is a party or by which it or its property or assets is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, other than this Agreement and the Indenture, or violate any Applicable Law applicable to the Manager.

     19.6 No Proceedings or Injunctions. There are (i) no litigations, proceedings or investigations pending, or, to its knowledge, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that could

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reasonably be expected to materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement and (ii) no injunctions, writs, restraining orders or other orders in effect against it that would adversely affect its ability to perform under this Agreement.

     19.7 Compliance with Law.

     The Manager:

     (i) is not in violation of any Applicable Laws to which it is subject, the violation of which could reasonably be expected to materially and adversely affect the ability of the Manager to perform its obligations under and comply with the terms of this Agreement and any other Related Document to which it is a party;

     (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property or the conduct of its business including, without limitation, with respect to transactions contemplated by this Agreement and the other Related Documents to which it is a party; and

     (iii) is not in violation in any respect of any term of any agreement (including any User Contract), certificate of incorporation, by-law or other instrument to which it is a party or by which it may be bound, which violation, individually or in the aggregate, could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Manager individually, or the Manager and its Subsidiaries taken as a whole, or the interest of the Noteholders or any Series Enhancer in any Contributed Asset;

     19.8 Principal Place of Business; Operations in the United States. Its principal place of business and chief executive office is at 4444 Brittmoore Road, Houston, Texas 77041 and has been maintained at such address since its formation.

     19.9 Approvals. All approvals, authorizations, consents, orders or other actions of any Person required to be obtained by it in connection with the execution and delivery of this Agreement have been or will be taken or obtained on or prior to the Closing Date.

     19.10 Governmental Consent. No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority is or will be necessary or required on its part in connection with the execution and delivery of this Agreement, except for any such consents, approvals and authorizations that have been obtained, and all filings, registrations and qualifications that have been made, on or prior to the Closing Date.

     19.11 Ordinary Course. The transactions contemplated by this Agreement are being consummated in furtherance of its ordinary business purposes and constitute a practical and reasonable course of action by it designed to improve its financial position, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

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     19.12 Identification Marks. The Manager shall use its best efforts to cause, within ninety (90) days after the Closing Date, the applicable Purchase Date, the Contribution Date or the Substitution Date, as the case may be, and at all times thereafter, to be affixed and shall keep and maintain, prominently displayed on each Owner Compressor acquired by the Issuer or the ABS Lessor on the Closing Date, any Purchase Date, Contribution Date or Substitution Date, as applicable, a sticker with the phrase “Owned by Exterran ABS 2007 LLC or Exterran ABS Leasing 2007 LLC and subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee” or other appropriate words designated by the Indenture Trustee, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect the Issuer’s, the ABS Lessor’s and the Indenture Trustee’s interests in such Owner Compressors. The Manager shall not allow the name of any Person to be placed upon any Owner Compressor as a designation that might be interpreted as indicating a claim of ownership thereto or a security interest therein by any Person other than the Issuer, the ABS Lessor or the Indenture Trustee.

     19.13 Taxes. It has filed or caused to be filed all tax returns which, to its knowledge, are required to be filed by the Manager. All Taxes against the Manager or any of its property which have become due have been paid (other than any amount of Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Manager or other appropriate provisions therefor as may be required by GAAP have been made), and no tax Lien other than as would constitute a Permitted Encumbrance has been filed against the Manager or its property and, to its knowledge, no Claim is being asserted, with respect to any such Taxes.

20. GENERAL

     20.1 Notices. All notices, demands or requests given pursuant to this Agreement shall be sent by internationally-recognized, overnight courier service, facsimile or hand delivery to the following addresses and facsimile numbers:

To the Manager:

EXTERRAN, INC.
4444 Brittmoore Road
Houston, Texas 77041
Telephone: (713) 335-7295
Facsimile: (713) 446-6720
Attention: J. Michael Anderson
With a            Lee Sumrall
copy to:

To the Issuer:

Exterran ABS 2007 LLC
4444 Brittmoore Road
Houston, Texas 77041
Telephone: (713) 335-7295
Facsimile: (713) 446-6720
Attention: J. Michael Anderson
With a            Lee Sumrall
copy to:

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To the ABS Lessor:

Exterran ABS Leasing 2007 LLC
4444 Brittmoore Road
Houston, Texas 77041
Telephone: (713) 335-7295
Facsimile: (713) 446-6720
Attention: J. Michael Anderson
with a            Lee Sumrall
copy to:

To the Indenture Trustee:

Wells Fargo Bank, National Association
MAC N9311-161
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
Telephone: (612) 667-8058
Facsimile: (612) 667-3464
Attention: Corporate Trust Services — Asset-Backed Administration

To the Deal Agent:

Wachovia Capital Markets, LLC
Structured Asset Finance
301 S. College St., Mailcode: NC0174
Charlotte, North Carolina 28288
Telephone: (704) 374-3077
Facsimile: (704) 383-4012
Attention: Kyle Shenton

If there is an Event of Default under Section 12 hereof, then:

To the Intercreditor Collateral Agent:

JP Morgan Chase Bank, N.A.
600 Travis Street, Floor 20
Houston, Texas 77002-3009
Telephone: (713) 216-7794
Facsimile: (713) 216-6603
Attention: Dianne L. Russell

To the Back-up Manager:

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Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629
Telephone: (309) 675-1000
Facsimile: (309) 675-6620
Attention: General Counsel

To each Series Enhancer:

At the address as set forth in the related Enhancement Agreement

To each Rating Agency:

At the address as set forth in the related Supplement

To the Indenture Trustee, as collateral agent under the Intercreditor Agreement:

At the address set forth above

Notice shall be effective and deemed received (a) on the day delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by facsimile, or (c) when delivered, if delivered by hand or by certified first class mail, return receipt requested. Each party delivering a notice hereunder shall deliver a copy of such notice to the Deal Agent at the address set forth above.

     20.2 Attorneys’ Fees. If any proceeding is brought for enforcement of this Agreement or because of an alleged dispute, breach or default in connection with any provision of this Agreement, the prevailing party shall be entitled to recover, in addition to other relief to which it may be entitled, reasonable attorneys’ fees and other costs incurred in connection therewith.

     20.3 Further Assurances. The Issuer, the ABS Lessor and the Manager shall each perform such further acts and execute such further documents as may be reasonably necessary to implement the intent of, and consummate the transactions contemplated by, this Agreement.

     20.4 Severability. If any term or provision of this Agreement or the performance thereof shall to any extent be or become invalid or unenforceable, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

     20.5 Assignability and Successors. This Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the Issuer (for its own account and on behalf of the ABS Lessor) and the Manager, and their respective successors in interest or permitted assigns; provided, however, that: (a) except as provided in Section 2.5(a), this Agreement and the rights and duties of the Manager hereunder may not be assigned by the Manager to any other Person,

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without the prior written consent of the Issuer, the Indenture Trustee and the Requisite Global Majority; and (b) the Issuer and the ABS Lessor may charge, assign, pledge or hypothecate their rights (but not their obligations) under this Agreement pursuant to the Related Documents. The Manager hereby acknowledges that the Issuer and the ABS Lessor will assign all of their rights, title and interest under this Agreement to the Indenture Trustee, and that each Series Enhancer will be a beneficiary of such assignments, and agrees that each such assignee and beneficiary shall be express third party beneficiaries of this Agreement and shall be entitled to enforce the rights and obligations hereunder as though it were a party hereto. Each party hereto agrees that, if the Indenture Trustee shall fail to act hereunder as directed by the Requisite Global Majority at any time at which it is so required hereby or by any other Related Document, then the Requisite Global Majority shall be entitled to directly enforce the provisions of this Agreement or take any such action directly in its own capacity or on behalf of the Indenture Trustee in accordance with the terms of this Agreement and, in the event any party receives instructions from both the Indenture Trustee and the Requisite Global Majority, such party may act on and rely upon the instructions from the Requisite Global Majority. The Manager hereby consents to such assignments. The Manager shall give the Rating Agencies, if any, prior notice of any assignment of the Manager’s rights or obligations hereunder effected pursuant to this Section 20.5.

     20.6 Waiver. Waiver of any term or condition of this Agreement (including any extension of time required for performance) shall be effective only if in writing and shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition or a waiver of any other term or condition of this Agreement. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof.

     20.7 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     20.8 Entire Agreement; Amendments. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and may not be amended or modified except by an instrument in writing signed by the parties hereto and approved by the Requisite Global Majority. The Manager shall send prior notice of any amendment or modification to the Rating Agencies, if applicable.

     20.9 Counterparts. This Agreement may be signed in counterparts each of which shall constitute an original instrument, but all of which together shall constitute but one and the same instrument.

     20.10 Signatures. Any signature required with respect to this Agreement may be provided via facsimile; provided that originals of such signatures are supplied by each party to the other party promptly thereafter.

     20.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW, THAT WOULD RESULT IN APPLICATION OF LAWS OTHER THAN NEW YORK, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE

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PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     20.12 CONSENT TO JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE MANAGER, THE ISSUER, OR THE ABS LESSOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, STATE OF NEW YORK AND THE MANAGER, THE ISSUER AND THE ABS LESSOR EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS AGREEMENT, THE ISSUER AND THE ABS LESSOR HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE ISSUER AND THE ABS LESSOR HEREBY SEVERALLY AND IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION SYSTEM, WITH AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10001, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICE OF LEGAL PROCESS AND EACH OF THE PARTIES HERETO EACH AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. EACH OF THE PARTIES HERETO SHALL EACH MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS AGREEMENT AND THE INDENTURE SHALL HAVE BEEN PAID IN FULL. IF SUCH AGENT SHALL CEASE TO SO ACT, EACH OF THE PARTIES HERETO AS THE CASE MAY BE, SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY TO THE INDENTURE TRUSTEE AND SHALL PROMPTLY DELIVER TO THE INDENTURE TRUSTEE EVIDENCE IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.

     20.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

     20.14 Waiver of Immunity. To the extent that any party hereto or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise from any legal actions, suits or proceedings, from set-off or counterclaim, from the jurisdiction or judgment of any competent court, from service of process, from execution of a judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution prior to judgment, or other legal process in any jurisdiction, such party, for itself and its successors and assigns and its property, does hereby irrevocably and unconditionally waive, and agrees not to plead or claim, any such immunity with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the other Related Documents or the

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subject matter hereof or thereof, subject, in each case, to the provisions of the Related Documents and mandatory requirements of applicable law.

     20.15 Judgment Currency. The parties hereto (A) acknowledge that the matters contemplated by this Agreement are part of an international financing transaction and (B) hereby agree that (i) specification and payment of US Dollars is of the essence, (ii) US Dollars shall be the currency of account in the case of all obligations under the Related Documents unless otherwise expressly provided herein or therein, (iii) the payment obligations of the parties under the Related Documents shall not be discharged by an amount paid in a currency or in a place other than that specified with respect to such obligations, whether pursuant to a judgment or otherwise, except to the extent actually received by the Person entitled thereto and converted into US Dollars by such Person (it being understood and agreed that, if any transaction party shall so receive an amount in a currency other than US Dollars, it shall (A) if it is not the Person entitled to receive payment, promptly return the same (in the currency in which received) to the Person from whom it was received or (B) if it is the Person entitled to receive payment, either, in its sole discretion, (x) promptly return the same (in the currency in which received) to the Person from whom it was received or (y) subject to reasonable commercial practices, promptly cause the conversion of the same into US Dollars), (iv) to the extent that the amount so paid on prompt conversion to US Dollars under normal commercial practices does not yield the requisite amount of US Dollars, the obligee of such payment shall have a separate cause of action against the party obligated to make the relevant payment for the additional amount necessary to yield the amount due and owing under the Related Documents, (v) if, for the purpose of obtaining a judgment in any court with respect to any obligation under any of the Related Documents, it shall be necessary to convert to any other currency any amount in US Dollars due thereunder and a change shall occur between the rate of exchange applied in making such conversion and the rate of exchange prevailing on the date of payment of such judgment, the obligor in respect of such obligation will pay such additional amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the amount in such other currency which, when converted into US Dollars and transferred to New York City, New York, in accordance with normal banking procedures, will result in realization of the amount then due in US Dollars and (vi) any amount due under this paragraph shall be due as a separate debt and shall not be affected by or merged into any judgment being obtained for any other sum due under or in respect of any Related Document. In no event, however, shall the respective judgment debtor be required to pay a larger amount in such other currency, at the rate of exchange in effect on the date of payment than the amount of US Dollars stated to be due under the respective Related Document, so that in any event the obligations of the respective judgment debtor under the Related Document will be effectively maintained as US Dollar obligations.

     20.16 Limitation on Payment. Any amounts payable by the Issuer hereunder are contingent upon the availability of funds to make such payment in accordance with the provisions of the Indenture, to the extent such funds are available, and shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer.

     20.17 Rights of Series Enhancer. All of the rights and privileges (but not duties or obligations) granted to the Series Enhancer of a Series of Notes hereunder or under any other Related Document shall vest in the Control Party for such Series of Notes so long as (i) such

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Series of Notes does not have the benefit of an Enhancement Agreement, or (ii) if such Series of Notes has the benefit of an Enhancement Agreement, a Series Enhancer Default has occurred and is continuing.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK —

SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EXTERRAN, INC.
By:	/s/ J. Michael Anderson
Name:	J. Michael Anderson
Title:	Senior Vice President and Chief Financial Officer
EXTERRAN ABS 2007 LLC
By:	/s/ J. Michael Anderson
Name:	J. Michael Anderson
Title:	Senior Vice President
EXTERRAN ABS LEASING 2007 LLC
By:	/s/ J. Michael Anderson
Name:	J. Michael Anderson
Title:	Senior Vice President

Acknowledged and Agreed by:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Indenture Trustee

By:	/s/ Melissa Philibert
Name:	Melissa Philibert
Title:	Vice President

EXHIBIT “A”

FORM OF ASSET BASE CERTIFICATE

[SEE ATTACHED]

EXHIBIT “B”

CREDIT AND COLLECTION POLICIES

SECTION 9.1(E)

Credit & Collections Overview:

Collections:

In an effort to reduce DSO and mitigate bad debt exposure by insuring timely collections, customer accounts are assigned to Collections Analyst, (“CA”). The CA has an on-line A/R system that provides real time information regarding a customer’s account. Since the CA’s are assigned a number of customer accounts, time management and prioritization are critical to managing their portfolio.

The CA’s have the capability of creating aging reports on their assigned customer base to aide in the collections process. Department policy requires that the CA’s generate a summary aging report for their customer base in descending order every Monday morning. This aging provides the aging of accounts starting with the customer that maintains the largest balance due to the smallest balance due. The CA’s focus on collections of the largest outstanding balances first, whether current or past due and work down to the smaller balances due.

The A/R system also allows Sales Rep’s and Operations Management to run aging reports on their customers or by GBU. Sales and Operations staff are encouraged to run these reports monthly and to provide assistance on any of their past due customers. It’s requested that Sales and Operations communicate with the appropriate CA, Credit Manager, or the Director of Credit before proceeding with any collections calls.

The A/R system provides a notes section which allows the Credit personnel to insert collection comments on the collections status of their accounts. The collections notes are viewable by all employees in the Credit and Collections Department as well as the Sales and Operations Departments. This also provides the Credit Manager and Director of Credit with collection updates on all the accounts.

The Credit Manager meets with the CA’s every other week to review the agings and determine if any collections assistance is required. Intervention by the Credit Manager occurs on any account that is deemed to be a collection problem or if the account is 60 days past due. The Credit Manager and the CA’s meet with the Director of Credit once a month to review agings and any accounts deemed to require the Directors assistance. The Director will immediately address any accounts he deems requires his immediate intervention regardless of the aging of the receivable balance.

The Credit Manager and the Director of Credit have the final say on any suspension of open account purchasing privileges or services. However, that decision will not be rendered without the proper notification to Sales and Operation Management.

ACCOUNTS RECEIVABLE AND COLLECTIONS PROCESS NARRATIVE

Director of Credit
     Dave Gutierrez
Credit Manager
     Becky Lee

NOTE: Accounts receivable management and collections are component parts of the revenue recognition process. The Director of Credit (DOC), Dave Gutierrez, oversees Accounts Receivable and Collections Activities. These activities fall under the Treasury Department, and the DOC reports to the Vice-President and Treasurer, Peter Schreck.

AR046 Segregation of duties and access for key functions are setup for Order Entry and Account Receivables including cash applications, reconciliation of accounts and preparation of invoices.

Accounts Receivable

Transactions

There are several transactions that occur in the AR process such as:

• Processing New Credit Applications

• Updating New Customer Accounts

• Letters of Credit for International Customers

• International Customer AR

• Cash Applications

New credit applications are processed by the Credit Support Analyst and submitted to the collections Credit Manager (CM). Based on the credit information gathered, if the CM decides to approve the customer’s application, the CM will fill out the credit approval form and send it to the DOC for final approval if required. The Collections CM is authorized to approve credit up to $25,000. Any amount over that must be approved by the DOC.

Once the application is approved, the application is forwarded to the CSA to be set up in Oracle AR module. Any changes made in Oracle are made only by the CSAs with proper review and support.

Transaction Name:	Processing New Credit Applications and Updating
	New Customer Accounts
Individuals responsible:	Becky Lee/ Shantel Caesar
Title:	Collections CM/ CSA
Responsibilities:

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• Setting up new customer accounts and Collections/ Setting up and update new customer accounts

Description:
In order to become a customer of Hanover, the requesting customer fills out the credit application, signs it and sends it back to Hanover. The CSA at Hanover receives the credit application and or trade information from the customer. The trade information includes information about the company such as credit references and bank information. If only the trade information is received by the customer without credit application, the CSA sends an e-mail to sales associates or to the customer requesting the credit application. If the application is not signed, it is returned to the customer for signature. The CSA maintains the status of the customer application from the time it is sent until it is approved on the Hanover Intranet. This report is called Credit Application Status Report. It is kept so that all the sales personnel and other Hanover employees can have the most updated information about the customer credit approval status. It is updated daily.

After the application or trade information is received from the customer, CSA calls the references listed in the credit sheet. The CSA has to contact at least three references to verify the credit history of the customer. In addition to the three references , the CSA pulls a Dun and Bradstreet (D&B) report on the customer. In some cases the CSA may be asked to pull financial information on the company from the companies website. If enough information is still not available CSA, CM, or DOC will contact the customer and inform them that Hanover requires more credit references.

After calling the credit references, the CSA will then submit the information to the Collection CM for review. Using this information, the CM will make a decision to determine whether the company is credit worthy and what the credit limit amount should be based on facts collected. The Collection CM also uses the customer’s financial information to make this determination. In some instances when financial information is not available online or a D&B report is not available because the applicant is a small company, the CM will call the customer to acquire financial information. (AR012) Collection Manager determines the credit limit of the customer based on facts collected from the credit sheet and or trade information provided by the customer. The Credit Manager and International Senior Credit Analyst are authorized to approve up to $25,000. Credit over $25,000 must be approved by the Director of Credit. Transactions reflecting an open terms amount of $2MM or greater require the approval of the Vice President/Treasurer.

(AR044) For most international customers, letters of credit or acceptable progress payment terms are required. Most international customers have a $1 credit limit, which automatically puts every order on hold. Some international customers are extended a credit facility based on the credit worthiness of the customer and the destination of the goods sold. The Sr Credit Analyst reviews each order to ensure that exposure is minimized and releases the hold accordingly. AR010 Based on the information collected, if the CM decides to

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approve the customer application, the CM will fill out the credit approval form and send it to the DOC for final approval if required. The Collections CM is authorized to approve credit up to $25,000. Any amount over that, up to $2MM exposure must be approved by the DOC. In the absence of the DOC the CM will approve accounts for credit with open terms in excess of the $25,000 up to $500,000 provided the review of financial statements warrant that decision. If the financial statements don’t warrant the approval of the credit and time is of the essence the CM will email or fax the pertinent information to the DOC for his review and approval. The DOC will formally approve the credit file upon his return. Once the customer account is approved by both the CM and the DOC, the application is forwarded to the CSA to be set up in Oracle AR module, except in the absence of the DOC who will approve the credit file upon his return.

When the Collection CM sets up the credit limit for customer, the limit is established based on the results of the customers credit evaluation and on the estimated monthly high balance anticipated for the transaction, (annual rental volume for rental unit sales) or the risk-assessed amount granted, whichever is lower. When the credit limit of customer is approved, it is entered into Oracle. (AR015) If the transaction exceeds the customer limit, the hold is placed by the system which can only be removed by the Collections Manager, Int’l Sr. Credit Analyst, and/or Director of Credit. If the customer is new and the credit information has not been entered, an automatic hold is placed on the customer which can be removed by any personnel in the collection dept but is usually done by the credit support analyst. (AR016) Access to release the hold on credit status is restricted to the Director of Credit, Collections Manager, and or the Sr. Int’l Credit Analyst Responsibility within the credit department. CSA and other credit collectors don’t have an access to do so.

If based on the information gathered, the CM decides not to approve the customer’s credit application; the customer can still do business with Hanover using alternative methods of payment such as cash in advance, progress payments, or credit cards. If the CM decides not to approve the customer, the salesperson will be informed about the decision via a phone call or e-mail. The salesperson can then coordinate with the customer to see if they are willing to pay using a proposed alternative payment method. . Customers also have the option to talk to the CM regarding their credit application directly. The DOC has the final authority to approve the customer. Customer accounts cannot be opened without the DOC’s approval if the credit limit needed is over $25,000, except as stated above in the absence of the DOM.

Once the customer is approved, the CSA e-mails information to the sales representative indicating that the customer has been approved and asks for other information about the customer such as the Ship to Address. However if sales representatives are not involved, then the customer is contacted directly by the CSA for more information. The CSA then sets up the customer account in the system (Oracle). Effective 10/11/05, for proofing purposes the CSA will printout a copy of the account setup and place in the credit file for review and approval by the DOC, or CM, or the Sr.

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Credit Analyst. The approving person will initial the printout confirming that the account has been established as approved.

Before entering a new customer into the system the CSA will look into the e-business area of the Oracle system to see if the customer information is already there. In most cases when the sales representatives identify potential customers, they enter the customer information into the e-business area of the system. However; the sales representatives only have the ability to enter potential customers. No orders can be shipped to customer until the CSA assigns a customer number to the new customer, which will change the status of customer from potential to existing.

If the CSA finds the customer information already exists in the system, the CSA will assign a customer number, verify that the customer information is correct, enter the GBU or revenue operating code, and enter credit limit information in the system. If the CSA does not find the customer information in the e-business area of the system they will go to the standard screen and ensure that the customer is not an existing customer. (If a customer does not have any activity for a period of time Hanover may require a new credit check be processed before doing business with the customer). If the customer is still not found in the system the CSA will add the details about the customer. In some cases, a sales person or the customer may be in a hurry to place an order, however, the credit has not yet been approved. The CSA may enter the customer information in the system but not enter the credit limit information. The system would automatically put a hold on customer account. However, this allows sales personnel to input an order into the system which expedites the process for the customer. The order will not be shipped to the customer until the hold is removed by the CSA when they input the credit limit information into the system. All collectors have access to update or enter customer information, however, the CSA performs this function for the department. After entering or updating information on customer data, the CSA will always send an e-mail to the sales representative and update the Credit Application Status Report on the Intranet.

There is a formal procedure in place before any changes could be made to customer account. If the customer wants to change their shipping or receiving information, they inform Hanover in writing. The customer’s correspondence is then sent to the sales personnel. A salesperson is then assigned to verify by communication and through physical observation the updated customer information. After verification, a form with new customer information is sent to the CSA who keys the updated customer information into the system and keeps the original form in the customer file.

Transaction Name: Review of non-active accounts:

Effective 10/11/05, since no audit report exists that provides the last activity of any customer, the DOC, CM, and Sr. Credit Analyst will review the billing master quarterly and try to best identify those accounts that have had no activity for twelve months. Those customers that are identified as dormant will be placed on

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credit hold with an update required notice placed in the customer credit notes and file.

Transaction Name:	Letters of Credit for International Customers and AR
Individuals responsible:	Jason Nasra
Title:	Sr CA

Responsibilities: Handling and managing International AR by setting up Letters of credit

Description:

Letters of Credit
Responsibilities:

     •    Processing requests for the issuance of Letters of Credits supporting Bid Bonds, Guarantees and Vendor Requirements.

Description:

In order to participate in the International Market companies must be prepared to issue Bid Bonds and Guarantees. The Bid Bonds are required to submit a bid and the Guarantees are contractually required if you’re the successful bidder. The Guarantees are issued to support progress payments remitted during the course of the construction phase. Guarantees are also issued to support the performance of the equipment once the equipment has been paid in full and has been shipped. The Credit Department reviews all requests for Bid Bonds and Guarantees. Initially, this process occurs up front when the contract is being reviewed as part of the bid process. The Credit Department reviews the terms and conditions for payment and guarantees. They provide any required revisions to the payment or guarantee terms on the contract before the bid is submitted. If we are the successful bidders the process of completing the contracts commences, as the approval and execution of the contract is pivotal to supporting the issuance of any required guarantees.

Issuance of Bid Bonds: The Sr. CA in the Credit Department receives a completed Standby Letter of Credit Request Form (attached), which identifies the requirements of the bid bond. He reviews the form and insures the authorizing individual has the authority level, as per the approval authority matrix to approve the dollar value of the request. If the request is in order he will proceed with the preparation of the request and submit it to the DOC for approval. The DOC will review and approve the request. Once approved the request will be forwarded to The DOC of Financial Services for final approval and issuance. After the Letter of Credit is issued the Treasury Analyst will log on the outstanding Letter of Credits log.

Issuance of Guarantees: The Sr. CA in the Credit Department receives a completed Standby Letter of Credit Request Form, which identifies the requirements of the guarantee. The Sr. CA will verify that the contract related to that specific guarantee has been fully executed and insure that the individual executing the contract has the level of

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authority to approve the contract based on the approval authority matrix. If the contract has been properly authorized in accordance to the approval matrix the Standby Letter of Credit Request Form will be processed. The designated Project CM, Country Manger or the DOC must approve the Standby Letter of Credit Request Form. The Sr. CA reviews the required language and structures the language in accordance to the terms and conditions previously agreed at the time the bid was submitted or if the guarantee language was not negotiated when the bid was submitted, he will structure the guarantee utilizing Hanover’s standard guarantee language. The Sr. CA will present the Letter of Credit request to the DOC for review and approval. After the approval has been obtained the Letter of Credit request will be forwarded to the DOC of Financial Services for final approval and issuance. Once the Letter of Credit is issued the Treasury Analyst will log on the outstanding Letter of Credits log.

Vendor Letter of Credits: (See Treasury Narrative)
Reconciliation of issued Letter of Credits:

(AR111) The International Sr. Credit Analyst will be responsible for preparing a monthly reconciliation of the outstanding standby, (“SB”) and commercial, (CM”) letters of credit issued. The SCA will download the open SB and CM letters of credit information from the JPMorgan Ties system and compare that information to his Treasury LC master list, (“master”) for accuracy. He will review and compare the Ties report to insure that all additions, revisions, and cancellations reflected on the master reconcile to the Ties information. He will investigate, advise or rectify any variances. Upon completion of the reconciliation he will forward the reconciled master via email to the Treasury Manager who will compare it to Hanover’s open LC balances reflected on the JP Morgan Chase Trade Information Exchange system. If any variances exist the Treasury Manager will resolve. If no variances exist the Treasury Manger will provide his consent via reply email to the International Sr. Credit Analyst. Effective May 17, 2006 the Trade Information Exchange System has been replaced by the Trade Channel System.

A/R International Aging

Not all International A/R is processed or maintained through the Oracle System. Some International A/R aging reports are prepared manually and kept on an excel file by the International Accounting Group. International A/R is entered into Oracle or Macola by International Financial Reporting Group. Every month, as of May 2004, the Senior CA (SCA) reviews all the international AR Agings for delinquencies and potential exposure. SCA also investigates variances between the sub-ledger and the general ledger and ensures they are cleared. Prior to May 2004, these processes were performed every quarter. The reconciliation for each international destination is performed by the designated international accountant (In-Country or CCD).

Cash Applications

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Transaction Name:	Application of Cash to Customer AR
Individuals responsible:	Christina Loera/Suzanne Rashall
Title:	Cash Applications Specialist (CAS)

Responsibilities:

• Apply incoming cash (Checks, wires, etc.)

• Research unidentified payments

• Reconcile bank’s deposit support of cash received to deposit amount

• Tie closed batch to totals of all payments

Description:

(AR030) The Cash Application Analyst receives daily cash sheets from Treasury which list all the customer and non-customer receipts received by Hanover. The Cash Application Analyst enters this information in the appropriate accounts into Oracle. The appropriate G/L entry is recorded when the Cash Applications Analyst posts the batch and A/R completes the upload.

Effective December 19, 2006 any checks received at the Hanover offices are now forwarded to the Credit Support Analyst and deposited daily through the Wells Fargo Desk Top deposit process. The CSA will provide the CAS with a copy of all the checks deposited. Any checks not deposited will be returned to the DOC, or CM, or Sr. Credit Analyst for placing in the credit department safe which is located in the DOC’s office. The DOC’s office is locked everynight.

Deposit advices for lockbox receipts are received daily from the bank on-line access system and occasionally via Federal Express. The Treasury Cash Analyst (TCA) incoming wires and credit card receipts for customer payments The wire advices notate customer names and other payment application details. Credit cards application details are forwarded by the company branches that transact the charges. For any unidentified wires, Collectors help CAS identify the correct application of the funds. (AR027) The Cash Application Analyst receives daily a cash sheet from Treasury which lists all the lockbox deposits, wires, and check information. The Cash Applications Analyst applies cash from Wells Fargo lockboxes. The Wells Fargo lockboxes’ deposits are uploaded from a file. The upload automatically applies cash to Hanover’s AR. There are deposits which can’t be posted so the Cash Application Analyst will manually post these to the appropriate AR account. (1) The CAA’s review of the Lockbox Execution Report and (2) the review of the cash sheet to ensure completion of cash receipts by comparing the components of the cash sheet to the applicable support. This occurs after the CAA completes posting cash for a specific day. The Cash Application Analyst enters this information in the appropriate accounts into the system (Oracle). There are some deposits which can’t be posted through the Oracle system so the CAA will manually post these transactions to the appropriate G/L account. Daily as required, as of July 25, the Cash Application Analyst records the appropriate entry in the G/L. When the Bank Recons are performed (Accountant in Corporate Consolidations and Accounting group), any previously unidentified receipts

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deposited are research, identified, and given to the CAS to post. This ensures that any items which might have been missed by the TCA, not communicated by the TCA to the CAS, or missed by the CAS are posted each month-end.

CAS also enters adjustments requested by the Collectors and approved by the DOC or the Collections CM. CAS prepares JE’s (mainly for non-trade AR cash receipts) to record other cash received. These receipts are initially posted to AR Clearing and subsequently coded and posted to the correct G/L accounts by clearing them from the AR Clearing account. AR050 Access to AR applications to enter manual transactions is restricted to the CAS.

CAS prepares and enters all JE’s for the Credit Department.. . (OR002619) DOC reviews all the Journal Entries performed by the Cash Application Analyst and initials the printout of the entries. DOC reviews all the manually entered transactions with supporting documentation.

     All cash reconciliations are performed by the Shared Services Accountant or the Corporate and Consolidations Accounting group for proper segregation of duties.

     The CSA generates cash refund requests (on a change request form) and they are approved by the Collection CM and the Collections DOC if the amount involved is more then $5,000 before it is processed. AR025 Oracle Collections is configured to assign approval limits to the Director of Credit and the Credit Manager Responsibility to write off balances.These refund requests are posted by the CAS, also to AR clearing, and to the customer accounts. When the payments are entered into Payables by that department, they are also posted to AR clearing.

Collection Process Flow

Transactions

There are several transactions that occur in the Collection process such as:

• Collect/Investigate Past Due Invoices

• Settle Unapplied Cash from Customers

• Refund Customers Due to Realignment Issues or Downtime

• Credit Authorizations

     AR036 Aging reports from Oracle are reviewed every week by collection personnel who work on their assigned customers and investigate in descending order of customer balance. The Collection Manager runs an aging which identifies over 90 big customer balances and Collections personnel pay close attention to these customers.

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The Collections Analyst request a descending aging report every Monday that is reviewed and updated with prior weeks aging notes. The prior weeks descending aging report is discarded. The aging report obtain is reviewed for current large dollar amounts due and any balances over 60 days past due. Each item on the report is further investigated and attempts are made to resolve delinquent payments with customers.

     Furthermore, several times a month, the Collection Dept will issue refunds upon customer requests. This overpayment may be due to open credit memos, overpayments, and payments received in error. The analysts try to use the funds as a credit on future expenditures by the customer. However, in some cases it is necessary to send a check to the customer. All supporting documentation, account status and billing history reports, will be gathered and forwarded on to the Collections CM for approval.

Transaction Name:	Aging
Individuals responsible:	Various
Title:	CA/Collector

Responsibilities:

• Controlling the Financial Exposure

Description:
There are four main CAs who handle the Hanover Compression Limited Partnership customer accounts. Every Monday the analysts run their own assigned customer HCCA Aging – 7 Bucket Descending Amount report. The report is divided by analyst number and lists all the clients that each analyst is assigned. In general the clients are divided alphabetically with a few exceptions. The analysts review the report for large dollar amounts and balances over 60 days past due. The analysts will then log into the Oracle system and review the notes for the particular client. (Validation). The analysts will then call the customers to investigate the late payment. In some instances the customer will call into the credit department because the late payment is due to an incorrect invoice or no invoice being received. Several other issues for delinquent payment include downtime, change of address, rates incorrect, wrong location billed and reassignment issues. A reassignment is when one company purchases another company or lease and a leased compressor is on the property included in the transaction. The acquiring company must assume the lease payments however, unless the information was received after the billings were generated invoices may have been sent to the old company after the sale. Once the information is provided, all details are forwarded via email to all sales rep’s and sales assistant to review and verify so they can inform operations and billings of the changes.(Completion). From that point on, all departments will communicate to correct the billings.

The analyst will try to determine what the issue is and then proceed to either collect or have the account placed on “hold status” until all billings are corrected. If there is a problem account-payment arrangements can be made. There is no standard

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arrangement policy. The analyst informs management of customer issues. Management will make the decision to determine if payment arrangements can be made, if the customer does not forward payment as promised then management will make the decision on how to proceed to collect the account. The analyst will make attempts to motivate the customer to pay however they are not authorized to make “deals”. The analysts keep the collections CM and the DOC informed of the situations and if they feel it is necessary to make a deal they will work it out with the customer. This is when the account is escalated to upper management to handle. Once the account is brought current the account will then be assigned back to the assigned collector.

If there is a billing problem, the billing department will be informed. The analysts will give the customers a little leniency regarding the payments however; they will set deadlines and repossess compressors if management has provided instructions to do so. (Authorization of leniency and Deadline Follow up). Sales representatives, sales assistant and various operation locations are copied via email of the collection CM’s final decision. After all discussions with customers the analysts will enter comments into the notes log to let everyone know what is going on with the customers.

On Electronic Data Interchange (EDI) customers (Anadarko, BP, Chevron Texaco and Marathon) CA will run a separate aging for the various EDI accounts for delinquent invoices. CA will review the account status report looking for outstanding items and credit invoices issued for balance due invoices. (Validation). Also the billing history screen in Oracle will be examined to determine the credit memo number issued. For most large customers the analyst has different directions to request or inquire about any of the EDI accounts. For all EDI customers, the analyst will contact the customer’s accounts payable department to resolve the problem. Most of the communication is done via e-mail, relaying invoice numbers, check numbers, payment dates and disputed issues.

In some cases an analyst will request, via e-mail to the collections CM, that an account be put on “hold status” pending the issue(s). This is done on an internal basis to allow time for corrections to be made. This allows the billing department, sales representative and sales assistant time to enter the correct information into Oracle and informs the analysts not to contact the customer until all issues are resolved in a timely manner.

Transaction Name:	Unapplied Cash
Individuals responsible:	CAS
Title:	CA/Collector

Responsibilities:

• Generates the Unapplied Cash Report

(AR109) The Cash Applications Analyst investigates the Unapplied cash receipts daily. If an adjustment is required, the Cash Applications Analyst will properly

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reapply the unapplied cash or if necessary prepare an adjustment form, attach the backup, and forward it to the DOC or Collections CM for approval.

     Unapplied funds are primarily due to reassignment issues, inability to produce an invoice, manual invoices, and international cash in advance jobs. The analyst collects on the large dollar amounts first by researching in Oracle and talking to the client. The CAS and Collectors attempt to find where the cash should be applied by reviewing for data entry error by the bank or by looking for any outstanding items or credit items that may be causing the problem. Once the CAS or Collector has determined what the problem is the CAS will appropriately reapply the cash. In most cases the reapplication of the cash will clear the unapplied cash but if an adjustment is required. The CAS will prepare the adjustment to include collector name as well as the customer account number, invoice number, dollar amount and the reason for the adjustment. The proper backup must accompany the adjustment. The adjustment form is then forwarded to the DOC or Collections CM for approval. AR026 Oracle requires the approvals of adjustments by the Collections CM, Sr. International Credit Analyst or the DOC. The Credit Manager and Sr. International Credit Analyst are authorized to approve adjustments up to $5,000. Adjustments over $5,000 must be approved by the Director of credit. (Authorization and Completeness)

Transaction Name:	Customer Refunds
Individuals responsible:	Various
Title:	CA/Collector

Responsibilities:

• Creating Check Requests

Sometimes customers will request a refund check. This overpayment/credit memo may be due to reassignment issues, duplicate payments or downtime. The analysts will request the customer to take the credit or overpayment on their next check run if possible. Depending on the customer’s decision, should they want the refund check forwarded to them the customer will have to fax/email their request in writing along with their W-9 taxpayer certificate. The CAS will proceed with the refund request by researching the account to verify if there are no outstanding unpaid invoices. If all is in good standing the “Refund Request” is completed and forward to management for approval. Checks will be sent only after verifying that the customer has the credits on their account. (Verification). (e.g. A reassignment may have caused a company to pay an invoice that was no longer their responsibility and they no longer have any Hanover compressors, thus they would request a refund) The analysts will complete a standardized check request form designed by the Hanover collection department with all the detail info requested per the form. (Completeness). All supporting documentation, account status and billing history reports, will be attached. The request will be forwarded on to the DOC for approval. . If approved the DOC will sign the form and send it on to the AP department for processing. (Authorization). The CAS will make the adjusting enrty to clear the credit balance from A/R. A/P will then

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mail the check to the customer. The Collector will make a copy of the transaction for their file.

Accounts Receivable/Collections/Credit Authorizations

Provided by Dave Gutierrez
Title: DOC
Responsibilities: Managing Credit and Collections Departments

Credit Authorizations
When attempting to approve new customers that have sales in excess of $50,000 the DOC and the Collections CM will attempt to look at financial statements for the company. (Credit Checks/Authorizations) They attempt to determine the liquid net worth of the company and then look at 15-20% of that value for credit limit approval limits. They can also look at company trends, NACM reports, Dun and Bradstreet reports, and trade references. For most rentals they look for credit for 90 days. For example, a $1,500 a month rental times 3 months equals $4,500. A credit limit of $5,000 would be what the DOC and Collections CM would attempt to obtain. When talking to trade references they will ask about twice the attempted credit limit or in the previous example $10,000.

For smaller firms they try to be a little more flexible. These companies rent smaller horsepower items that the bigger firms will not rent. They will be more creative with payment options such as requiring first and last month rent to be paid in advance. If the client is within trucking range it is relatively easy for Hanover to get the compressor back if the client does not pay their bill. Hanover also looks at the qualitative factors like the reputation and payment history of the customer as well as the prior relationship of the customer with Hanover in making credit limit decisions.

The Collections CM approves credit limits up to $25,000 and the DOC provides secondary approval for all limits over that amount.

Accounts Receivable Month End
Hanover performs a hard close on the 30^th of each month. When the check and other deposits come in, they are recorded on a cash sheet by Treasury. That sheet is sent to the Cash Application Analyst the next day. Cash Application Analyst makes sure that the information is correct and enters the information in the Oracle. Cash Application Analyst only enters information in Oracle once the Analyst is certain that the information is accurate. Since it may occasionally take two days from the time when the deposit and checks are received until they are recorded in Oracle, all deposits and checks that are received on the last two days of month are accrued for in unapplied cash account in GL. Any unbilled or unapplied revenue at the month end is also accrued for in separate G/L account. Finally, any unbilled or unapplied revenue or unapplied cash related to International A/R is accrued for in separate G/L account. (Accruals-Timing-Cutoff/Completeness) Also, the Cash Applications Analyst performs journal entries to clear out the AR clearing account at the end of the

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month and now daily as of July 25, 2005. The DOC signs off on these journal entries and they are filed at a central location. (Approval of manual JE’s) These accounts all roll into the total receivable balance monthly and quarterly.

Quarterly the DOC puts together a schedule of bad debts for all items to be written off. An adjustment is then performed for the bad debts write offs. A copy is provided to various individuals for review.

Collections

The DOC oversees the unapplied cash report by requiring all collectors to work a part of it each week and the CAS daily as of July 25, 2005. This is an attempt to clear as much as possible by month end.

     AR041 A Quarterly review and analysis of outstanding receivables is performed by the Director of Credit to ensure that collection issues are resolved in a timely manner and uncollectible accounts are reserved and written off as appropriate. The Director of Credit prepares a Bad Debt Reserve Analysis which is reviewed with Treasury Management on a quarterly basis. The Collections CM runs an over 90 day report over $50,000 that is reviewed by the DOC. The DOC reviews these reports with the collectors and reviews collectors’ notes on-line to determine which clients may have issues and the DOC helps resolve significant issues with past due accounts as required The Collections CM additionally helps in this regard. (Expedite collections) The DOC is the only one allowed to approve special terms and/or payment arrangements with a customer regarding invoice payment. E-mail correspondence or other documentation (hard copy and/or on-line) is kept documenting discussions with the client. Also, collection accounts placed with an attorney are documented.

If there is a credit is to be generated for a customer and it is the responsibility of operations then the operations department must complete a credit request form.

Accounts Receivable has a reserve account for any credit or bad debts. This reserve is created by taking 10% of the over 90 day items and 2.5 % of the remaining outstanding items. This reserve also includes amounts for specifically identified accounts which are accounts that have been determined to be at risk of default. The DOC looks at these problem accounts every quarter in order to update them. The DOC sends this updated version to the Treasurer for discussion and approval. The reserve analysis preparation and review procedure is documented quarterly.

     AR049 Oracle AR provides that adjustments to accounts receivable are accurately calculated and recorded. (This is a field control, and related testing is documented in locations’ matrices.)

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(OR003089) Credit memos are approved based on company policy. (This is a field control, and related testing is documented in locations’ matrices.)

Setting Credit Limits

Definitions

1.	Credit Application: Approved form to be used in all new credit application requests. Blank forms are located on US Division shared drive H.
2.	Credit Investigator: Person in the Credit Department assigned to prepare the customer file for analysis by gathering commercial credit information that includes but is not limited to, credit application, public information sources, and financial statements.
3.	Credit Approver: Person in the Credit Department responsible for determining the recommended credit limit.
4.	Trade references: Suppliers who have sold the customer on open credit terms in the past and are willing to give objective ledger information about balances and payment habits.
5.	Bank references: Banks or financial institutions who have loaned capital to customers and are willing to give objective loan and payment information.

Responsibilities

1.	Accounts Receivable Manager – Responsible for protecting the Accounts Receivable asset from risk of credit loss through the execution of the Credit Policy in the areas of credit approval and collections as well as management of day-to-day operations of the Credit Department.
2.	Business Unit Manager – Co-owner of the responsibility for protection of the Accounts Receivable asset through collection of outstanding Accounts Receivable balances in their Business Unit. Responsible for obtaining credit information from their customers and to aid in the investigation process where needed. Co-owner of the responsibility of establishing payment terms.
3.	VP of Financial Services – Responsible for protecting the Accounts Receivable asset from risk of credit loss through the execution of the Credit Policy in the areas of credit approval and collections. Co-owner of the responsibility of establishing payment terms.

Approval Authority

1.	Accounts Receivable Manager – Approval level of up to $500,000 for credit sales. Approval level is delegated from the Vice President of Financial Services.
2.	Vice President of Financial Services – Approval level of up to $3,000,000. Approval level is delegated from Chief Financial Officer.
3.	Chief Financial Officer – Approval level of up to $5,000,000 or as governed by the Board of Directors delegation of authority guidelines.
4.	Operating Division President – Approval level of up to $5,000,000 or as governed by the Board of Directors delegation of authority guidelines.

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Determination of a Credit Limit

1.	Based on the customer’s financial capacity and willingness to honor its’ financial obligations over time.
2.	Accurate credit limit requires analysis of the customer financial and qualitative information.

Credit Approval Process (see appendix A – Checklist for Obtaining Credit)

1.	Customer fills out Credit Application form and signs.
2.	Customer attaches financial statements as available (income statement, balance sheet, statement of cash flows).
3.	Credit Investigator obtains information from the trade and bank references supplied on the Credit Application and records it to the customer file.
4.	Credit Investigator reviews, analyzes, and records financial statements to the customer file.
5.	Credit Approver reviews all information in the customer file and determines a recommended credit limit based on credit policy criteria.
6.	All information obtained or contained in the customer file is to be treated with complete confidentiality. All information shared by the Credit Department with other Universal Compression departments for the purpose of granting credit is to be treated with complete confidentiality.
7.	Credit Limit information is internal and is designed to manage credit risk and is subject to change. Credit Limits are not to be discussed or disclosed to anyone outside of the company.

When Proposed Credit Limit is Greater than Recommended Credit Limit

1.	Security arrangements must be made to approve the credit sale. Security arrangements can include but are not limited to: corporate guarantee from related entity, Irrevocable Letter of Credit issued by a bank that is acceptable to Universal Compression, deposit on the account and prepayment of all or part of the proposed sale.
2.	Authority to approve credit sales above recommended credit limits will reside with management at level of Division President and above.

Payment Terms

Establishment of payment terms will be a shared responsibility of the Business Unit Management and Financial Services Department. Standard payment terms will apply to all customers who have an assigned credit limit.

1.	Standard payment terms will be Net 30 days from date of invoice for aftermarket services and parts invoices.
2.	Standard payment terms will be 1st of the month following issuance for contract compression invoices.
3.	The standard for fabrication invoices will be Net 30 days from date of invoice. Invoices will be based on milestones in the project and executed through progress billing invoices.

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No shipments of the completed project are to go out until all progress billings that are due have been paid.

When Standard Payment Terms are Not Appropriate

1.	Field sales professional will advise the Business Unit management and Accounts Receivable Manager of reason standard terms do not apply.
2.	Field sales professional will submit a payment terms authorization form with the justification for the deviation from standard included to the Business Unit Manager. The Business Unit Manager will approve and route to the Accounts Receivable Manager.
3.	Accounts Receivable Manager will review, make assessments and recommendations as necessary.
4.	Accounts Receivable Manager will route to VP of Financial Services for final approval.

Changes to the Credit Policy and Procedures

1.	Changes to the Credit Policy and Procedures will be initiated by the Credit Manager.
2.	All changes will be in writing and approved by the Vice President of Financial Services.

CREDIT INVESTIGATION PROCEDURES

Addendum to “Setting Credit Limits” Policy

Delegation Of Authority Guidelines:

Credit Approval Amounts:
Credit Analyst	$	10,000
Credit Manager –Canada	$	10,000
AR Supervisor	$	100,000
AR Manager	$	500,000	**
VP Financial Services	$	3,000,000 **a

** — Initial Approval or Increase of Existing Limit

a-Additional approval levels delegated based on written approval from corporate officers on a case by case basis

For all initial credit limit approvals or modifications to inactive accounts after September 1, 2004 the following minimum standards must be documented in the credit file:

Credit Limits Below $10,000
To include but is not limited to:

1. Completed & approved Customer Master Approval (CMA) form (Appendix A)

2. Signed and completed credit application or substitute form from customer (Appendix B)

3. Completed credit references from 3 independent trade reference sources.

4. Bank reference as available.

5. Copy of executed proof of security documents, when applicable, (Corporate Guarantee, Letter of Credit, ect) with original to appropriate entity (eg Guarantee to Legal Department).

Credit Limits Above $10,000:
To include but is not limited to:

1. Completed & approved CMA form.

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2. Signed and completed credit application or substitute form from customer (Appendix B)

3. Dun & Bradstreet or similar trade bureau report, or documentation that such report was requested but not available.

4. Adequate public credit and financial information such as audited financial statements, bank references, or completed credit references from 3 independent trade reference sources.

5. Copy of executed proof of security documents, when applicable, (Corporate Guarantee, Letter of Credit, ect) with original to appropriate entity (eg Guarantee to Legal Department).

NOTE: Written approval by the AR Manager or Company Officer with sufficient approval authority may be substituted for items 3 through 5 above.

Responsibilities:

Credit Manager — Canada: Responsible for making entries into JDE to set up approved new accounts and to make approved changes to the Address Book and Customer Master. Responsible for the timeliness of the credit approval process and compliance to standard procedures. Responsible for the investigation and approval of new and existing accounts and sales order holds within delegation of authority limits. Responsible for the maintenance of the credit files and the related archive process.

Credit Analyst: Responsible for making entries into JDE to set up approved new accounts and to make approved changes to the Address Book and Customer Master. Responsible for the timeliness of the credit approval process and compliance to standard procedures. Responsible for the investigation and approval of new and existing accounts and sales order holds within delegation of authority limits. Responsible for the maintenance of the credit files and the related archive process.

AR Credit and Collections Supervisor: Supervises approval work assigned Collections Clerks. Responsible for the investigation and approval of new and existing accounts and sales order holds within delegation of authority limits.

AR Manager: Supervises approval work of the Credit Department and is responsible for the investigation and approval of new and existing accounts and sales order holds within delegation of authority limits.

VP of Financial Services: General supervision of the approval work done in the Credit Department and for specific approval of those new and existing accounts within delegation of authority limits.

Credit Investigation Process:

1) New account requests will be routed to the Credit Analyst or Credit Manager – Canada for Canadian accounts.

2) Account will be investigated adhering to minimum standards for the credit file.

3) New limits will be established with proper approval signed on the Customer Master Approval (CMA) form. CANADA: Credit Manager Canada will email this and credit file information to AR Manager or AR Credit and Collections Supervisor.

4) Approved completed credit files with signed CMA will be routed to Credit Analyst for posting to the Address Book in JDE. CANADA: Credit Manager Canada will be notified of approved completed credit files and approval will be granted in the Customer Master Workflow process in JDE.

5) Credit Analyst and Credit Manager – Canada will also maintain the Customer Master File in their respective areas in JDE and consequently initiate the workflow process for those requests over their limit to the appropriate approver.

6) Credit Analyst and Credit Manager – Canada will file the completed credit files.

Credit Holds:

1) Holds will be monitored through the Release Holds screen in JDE by the Credit Analyst, Credit Manager – Canada, AR Credit and Collections Supervisor, and AR Manager, based on the delegation of authority guidelines regarding the total exposure amounts related to the hold.

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2) Situations calling for a credit limit change will be treated as any other existing account request for changing the credit limit and will follow the credit investigation process.

Lease Takeover Accounts

1)	Fleet Applications Coordinators will send Credit Analyst information regarding company taking over lease if an account is not already established.
2)	Credit Analyst will set new account up and notify coordinator, sales, and appropriate credit approver if over their delegation of authority limits.
3)	Credit Analyst will work with the salesman to obtain proper credit information adhering to minimum standards for the credit file and credit approval will follow the credit investigation process.
4)	Any contingencies involving extension of credit to these customers will be worked out between Credit and Sales Management.

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EXHIBIT “C”

FORM OF MANAGER REPORT

[SEE ATTACHED]

EXHIBIT “D”

OVERHAUL POLICY

Overhaul Capitalization Guidelines (Service Types C71 through C78)

• Separate overhaul cap-adds are required for each component (i.e. engine overhaul, compressor overhaul, cooler overhaul).

• On integral units (i.e. Ajax) the power-end is defined as the frame out to the power cylinders and heads. The compressor-end is defined as the C.E. crosshead pin and guide out.

• Capitalized overhauls are limited to one current asset per overhaul type. The net book value of any existing overhaul asset will be expensed to the responsible region.

• Minimum total cost to qualify for capitalization is based on HP:

		Overhaul		Top End
Horsepower of Unit		Minimum Cost		Minimum Cost
	0-70	$	5,000		N/A
	71-699	$	7,500	$	3,000	*
	700+	$	10,000	$	7,000

• Freight charges for swing components and overhaul parts to the work site, and lift equipment associated with the overhaul or swing should be included for capitalization.

• Freight charges within a single region from the yard to the shop for overhaul should be included for capitalization.

• Freight charges to transport a unit from a customer site to a shop for overhaul, from a shop to a customer lease site, or between two separate regional shops should not be included for capitalization.

• Removal of structures over the compressor package to facilitate in overhaul of the component should be included for capitalization.

• On compressor overhauls, only parts on the compressor within the cylinder suction and discharge flanges, and to the mounting feet and coupling should be included for capitalization. If re-grouting the frame is required as part of the overhaul, these costs may be included for capitalization.

• On engine overhauls, only parts on the engine, to the mounting feet and coupling should be included for capitalization. This includes, auxiliary components

	mounted on the engine such as starters, governors, alternators, fuel regulators, oil coolers, after-coolers, and ignition devices. On smaller units with a separate engine radiator, repair of the radiator may be included with the overhaul for capitalization.
•	Replacement of catalyst elements should not be included for capitalization.
•	On engine swings, a supplemental work order is to be opened to capture charges for engine adders. Missing parts not sent in with the engine core will not be capitalized.
•	Complete top-end overhauls may be capitalized when the entire set of heads are replaced. Additional parts may include fuel regulators, magnetos, water pumps, thermostats, carburetors, and turbochargers.
•	Top-end overhauls on G3400 series Turbocharged Caterpillar engines should not be included for capitalization
•	On cooler overhauls replacement bundles or tubes, structural repairs to the cooler, and fan/drive components should be included for capitalization. Where repairs to individual sections meet capital minimum cost amounts, a separate cap-add is allowed for each section so long as each asset can be identified. Identifiers for cooler sections should be as follows: EJW, IC1, IC2, IC3, and AC. Only one fixed asset is allowed per section.
•	Labor to overhaul or exchange the component should be capitalized.
•	Labor and materials associated with problems with start-up and / or running the unit, troubleshooting, or standby time should not be included for capitalization.
•	Any charges associated with repairs performed prior to or after the overhaul should not be included for capitalization.
•	Coolant / antifreeze should not be included for capitalization and should be expensed as part of R&M cost.
•	Oil should not be included for capitalization and should be expensed as part of R&M cost.
•	Spare parts should not be included for capitalization and should be expensed as part of R&M cost.
•	Additional charges for general repairs of the unit and make ready charges are not to be included on the overhaul cap-add and should be expensed if not covered by a separate cap-add. These may include, but are not limited to: dump valves, process piping, vessels, relief valves, mist pad replacement, panel repairs, control repairs, etc.

• Re-cylindering and re-staging units may be capitalizable if it is determined that it increases the quantity and / or quality of services received from the unit by extending the useful life of the asset or increasing the lot-term utilization. Such charges should not be included as a capitalized overhaul, but should be captured under a separate modification or repackage cap-add.

• Additions of AFRC systems and new catalytic converters may be capitalizable, but should be captured under a separate cap-add as a modification.

• New panels and engine control devices may be capitalizable, but should be captured under a separate cap-add as a modification.

See Overhaul Capital Expenditures corporate accounting policy FA101 for clarification.

Schedule 5.7(a)

SUBLIMITS TO PERILS SCHEDULE

EX-10.12

Exhibit 10.12

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

dated as of August 20, 2007

among

EXTERRAN, INC.,
in its individual capacity and as Manager

EXTERRAN ABS 2007 LLC,
as Issuer

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Bank Agent,

THE VARIOUS FINANCIAL INSTITUTIONS that may from time to time
become parties hereto as Exterran Lenders

and

JPMorgan Chase Bank, N.A.,
in its individual capacity and as Intercreditor Collateral Agent

TABLE OF CONTENTS

Section 1. Rules of Usage; Definitions	2
Section 2. Securitization Collections	8
Section 3. Acknowledgments Regarding Securitization Collateral	8
Section 4. Acknowledgment Regarding Non-Securitization Collateral	9
Section 5. Intercreditor Collateral Agent	10
Section 6. Establishment of Accounts: Deposit of Collections	12
Section 7. Allocation of Collections: Disbursements of Collections	13
Section 8. Monitoring of Allocation Process; Effect of a Securitization Default; Effect of a Bank Default	17
Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right of Set-off	19
Section 10. Resignation by or Removal of Intercreditor Collateral Agent	21
Section 11. No Implied Waivers, Etc	22
Section 12. Amendments	22
Section 13. Benefit of Agreement; Joinder	22
Section 14. Severability	23
Section 15. Counterparts	23
Section 16. Notices	23
Section 17. Headings	23
Section 18. Governing Law	23
Section 19. No Petition	23
Section 20. Insolvency	23
Section 21. Termination	24
Section 22. Entire Agreement	24

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

     This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is among:

     (i) Exterran, Inc., a Texas corporation, in its individual capacity (in such capacity, together with its successors and permitted assigns, “EI”), and as Manager under the Management Agreement (in such capacity, and for so long as EI is such Manager under that Agreement, the “Manager”);

     (ii) Exterran ABS 2007 LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ABS 2007”);

     (iii) Wells Fargo Bank, National Association, as indenture trustee under the hereinafter defined Securitization Indenture for the benefit of the Noteholders and the other Persons set forth therein (in such capacity, together with its successors and permitted assigns, the “Indenture Trustee”);

     (iv) Wachovia Bank, National Association, as U.S. administrative agent on behalf of the Bank Lenders as hereinafter defined (in such capacity, together with its successors and permitted assigns, the “Bank Agent”);

     (v) JPMorgan Chase Bank, N.A., in its individual capacity and as collateral agent for the Securitization Secured Parties (as defined herein), the Exterran Lenders (as defined herein) and EI (in such capacity, together with its successors and permitted assigns, the “Intercreditor Collateral Agent”); and

     (vi) The Additional Exterran Lenders that from time to time become a party hereto in accordance with Section 13 hereof.

RECITALS

     (1) WHEREAS, EI, in its individual capacity and as Manager, may receive from time to time Collections relating to the Domestic Contract Compression Business of (a) EI and its subsidiaries and (b) ABS 2007; and

     (2) WHEREAS, the parties hereto desire to execute and deliver this Agreement to set forth certain agreements among them with respect to such Collections as provided below.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

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     Section 1. Rules of Usage; Definitions.

     (a) The following rules of usage shall apply to this Agreement (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein.

     (i) The defined terms in this Agreement shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender.

     (ii) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

     (iii) Except as otherwise expressly provided, any definition defined herein shall be equally applicable to the singular and plural forms of the terms defined.

     (iv) Except as otherwise expressly provided, references in this Agreement to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to this Agreement.

     (v) References to any Person shall include such Person, its successors and permitted assigns and transferees.

     (vi) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, restated, modified, extended or supplemented from time to time in accordance with the applicable provisions thereof.

     (vii) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement thereof, or restatement thereof.

     (viii) When used in this Agreement, words such as “hereunder,” “hereto,” “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement (including any other document to the extent incorporated or referred to herein (whether or not actually attached hereto)) and not to any particular article, section, subsection, paragraph or clause hereof.

     (ix) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to any enumeration of specific matters, to matters similar to those specifically mentioned.

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     (x) All terms used in the UCC and not specifically defined in this Agreement are used therein as defined in the UCC; provided, however, that references in this Agreement to any section of the UCC shall mean, on or after the effective date of the adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

     (xi) Except as otherwise expressly provided, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

     (b) Definitions. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the content otherwise requires, have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “ABS 2007” has the meaning specified in clause (ii) of the preamble hereto.

     “Additional Exterran Lenders” means any Person that is a Exterran Lender other than a Bank Lender and executes and delivers a “Supplemental Agreement” substantially in the form of Exhibit “B” attached hereto pursuant to and in accordance with the terms of Section 13 hereof.

     “Agreement” has the meaning specified in the preamble hereto.

     “Allocated Collections” means all or any portion of the Collections as of any date of determination that have been allocated pursuant to the provisions of Sections 7 and 8 of this Agreement.

     “Allocation Accounting Firm” has the meaning specified in Section 7(a)(ii) hereof.

     “Bank Agent” has the meaning specified in clause (iv) of the preamble hereto.

     “Bank Collateral” means any collateral in which the Bank Agent has been granted a security interest by Exterran, EI and certain of their subsidiaries to secure the obligations under the Bank Credit Agreement.

     “Bank Collateral Agreement” means collectively that certain (a) US Collateral Agreement, dated as of August 20, 2007, by Exterran Holdings, Inc., Exterran, Inc., Exterran Energy Solutions, L.P., EI Leasing LLC and UCI MLP LP LLC in favor of Wachovia Bank, National Association, as US Administrative Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, (b) Pledge and Security Agreement, dated as of August 20, 2007, by Exterran and certain of the subsidiaries of Exterran in favor of the Bank Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and (c) any other Security Instrument (as defined in the Bank Credit Agreement) from time to time outstanding.

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     “Bank Credit Agreement” means that certain Senior Secured Credit Agreement, dated as of August 20, 2007, among Exterran, EI, Universal Compression Canada Limited Partnership, the Bank Agent, Wachovia Capital Finance Corporation (Canada) as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent and Bank of America, N.A., Calyon New York Branch and Fortis Capital Corp. as Documentation Agents and the Bank Lenders, as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

     “Bank Default” means an Event of Default (as defined in the Bank Credit Agreement) that has occurred and is continuing under the Bank Credit Agreement.

     “Bank Documents” means the Bank Credit Agreement, the Bank Collateral Agreement, the Secured Hedging Agreements, the Secured Treasury Management Agreement and each other agreement, document or instrument executed in connection with the Bank Credit Agreement or the Bank Collateral Agreement.

     “Bank Lenders” means the lenders from time to time party to the Bank Credit Agreement and the counterparties to the Secured Hedging Agreements.

     “Bankruptcy Code” means the Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

     “Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York, Minneapolis, Minnesota or Houston, Texas are authorized or obligated by law, executive order or governmental decree to be closed.

     “Collateral” means the Securitization Collateral and the Non-Securitization Collateral.

     “Collection Parties” means the Securitization Secured Parties and the Exterran Lenders.

     “Collections” means cash, checks and other instruments or any other method of payment and all other amounts whatsoever owned by, owing to or paid to (a) EI or its subsidiaries, (b) EI in its capacity as Manager, or (c) ABS 2007, in each case from time to time.

     “Compressor” means a natural gas or coal methane compressor equipment unit, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements, replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.

     “Disputed Allocations” has the meaning specified in Section 7(c) hereof.

     “Domestic Contract Compression Business” means (i) with respect to EI, the natural gas compression contract business of EI and its subsidiaries in the United States of America and (ii) with respect to ABS 2007, the natural gas compression contract business of ABS 2007 in the United States of America.

     “EESLP” means Exterran Energy Solutions, L.P., a Delaware limited partnership.

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     “EESLP Lockbox Account” means the Lockbox Account under the Intercreditor and Collateral Agency Agreement of even date herewith among Exterran Energy Solutions, L.P., in its individual capacity and as Manager, Exterran ABS 2007 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as US Administrative Agent, the various financial institutions that may from time to time become parties thereto as Exterran Lenders, and Wells Fargo Bank, National Association, in its individual capacity and as Intercreditor Collateral Agent.

     “EI” has the meaning specified in clause (i) of the preamble hereto.

     “EI Account” means account no. 636283384 maintained with the Intercreditor Collateral Agent on behalf of and in the name of EI.

     “EI Accountants” has the meaning specified in Section 7(a)(ii).

     “Enhancement Agreement” is defined in Appendix A to the Securitization Indenture.

     “Exterran” means Exterran Holding, Inc., a Delaware corporation.

     “Exterran Lender Documents” means the credit agreements, reimbursement agreements, Secured Hedging Agreements, lease agreements, indentures, including, without limitation, the Bank Documents, that Exterran has entered into, or may enter into in the future, with various Exterran Lenders, pursuant to which Exterran has granted or may in the future grant to any or all such Exterran Lenders, a security interest in and Liens on any NonSecuritization Collateral.

     “Exterran Lenders” means the various lenders, lessors and/or owners, including, without limitation, the Bank Agent, the Bank Lenders and each Additional Exterran Lender, with which Exterran has entered into, or may enter into in the future, any Exterran Lender Document.

     “Exterran Obligations” means any and all sums owing under the Exterran Lender Documents and all other obligations, direct or contingent, joint, several or independent of Exterran or any other obligor under the Exterran Lender Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

     “Indenture Trustee” has the meaning specified in clause (iii) of the preamble hereto.

     “Intercreditor Collateral Agent” has the meaning specified in clause (vi) of the preamble hereto.

     “Interest Rate Hedge Provider” means any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to the Securitization Indenture.

     “Lien” means any security interest, lien (statutory or other), charge, pledge, equity, mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.

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     “Lockbox Account” means the lockbox account number 972641, and the related separate bank deposit account, account number 636283392 maintained in the name of the Intercreditor Collateral Agent for the benefit of the Collection Parties and EI with the Intercreditor Collateral Agent. The remittance address to be used for payments and deposits to the Lockbox Account is Exterran, Inc., P.O. Box 972641, Dallas, Texas 75397-2641.

     “Lockbox Agreements” has the meaning specified in Section 22 hereof.

     “Management Agreement” means that certain Management Agreement, dated as of August 20, 2007 by and between the Manager and ABS 2007, as such agreement may be amended, modified or supplemented from time to time.

     “Manager” has the meaning specified in clause (i) of the preamble hereto.

     “Misallocation” has the meaning specified in Section 7(b)(iii) hereof.

     “Non-Securitization Collateral” means (i) all Compressors and other assets received by EI or the Manager that do not constitute Securitization Collateral and (ii) all Non-Securitization Collections.

     “Non-Securitization Collections” means all Collections received by EI and/or the Manager that do not constitute Securitization Collections.

     “Noteholder” means a Person in whose name a Note is registered in accordance with the terms of the Securitization Indenture.

     “Notes” means any of the promissory notes executed by ABS 2007 and authenticated by or on behalf of the Indenture Trustee pursuant to and issued under the Securitization Indenture.

     “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership or other entity.

     “Related Documents” is defined in Appendix A to the Securitization Indenture.

     “Repetitive Wire Instructions” means a notice substantially in the form of Exhibit “A” attached hereto.

     “Requisite Global Majority” is defined in Appendix A to the Securitization Indenture.

     “Returned Items” has the meaning specified in Section 9(b)(ii) hereof.

     “Secured Hedging Agreements” has the meaning assigned in the Bank Collateral Agreement.

     “Secured Treasury Management Agreement” has the meaning assigned in the Bank Colalteral Agreement.

     “Securitization Account” has the meaning specified in Section 7(b)(ii) hereof, which account shall initially be the Trust Account.

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     “Securitization Accountants” has the meaning specified in Section 7(a)(ii) hereof.

     “Securitization Collateral” means, collectively, all right, title and interest of ABS 2007 in the property and rights subject to the security interest granted by ABS 2007 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts).

     “Securitization Collections” has the meaning specified in Section 2 hereof.

     “Securitization Compressors” means, as of any date of determination, all Compressors owned by ABS 2007 as of such date.

     “Securitization Default” means a Manager Default (as defined in Appendix A to the Securitization Indenture), an Event of Default (as defined in Appendix A to the Securitization Indenture) or a Exterran Event (as defined in Appendix A to the Securitization Indenture).

     “Securitization Documents” means the Securitization Indenture, the Enhancement Agreements, the Management Agreement, each other Related Document (as defined in Appendix A to the Securitization Indenture) and each other agreement, document or instrument executed in connection with the Securitization Indenture.

     “Securitization Indenture” means that certain Indenture, dated as of August 20, 2007, between ABS 2007 and the Indenture Trustee, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including any supplements thereto.

     “Securitization Obligations” means, collectively, (a) any and all sums owing (i) to the Noteholders under the Securitization Indenture, (ii) to any Series Enhancer, including under any Enhancement Agreement, (iii) to the Indenture Trustee under the Securitization Indenture or any other Securitization Document and (iv) to the Interest Rate Hedge Providers and (b) without duplication of amounts described in clause (a), all other obligations, direct or contingent, joint, several or independent of ABS 2007, or any other obligor under the Securitization Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

     “Securitization Secured Parties” means, collectively, the Indenture Trustee, ABS 2007, each Series Enhancer, each Interest Rate Hedge Provider, and the Noteholders.

     “Series Enhancer” is defined in Appendix A to the Securitization Indenture.

     “Trust Account” is defined in Appendix A to the Securitization Indenture.

     “UCC” means the Uniform Commercial Code (or any successor statute) of the State of New York as in effect from time to time or of any other state or jurisdiction the laws of which are required by Section 9-301 thereof to be applied in connection with the issue of perfection of security interests.

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     “UCLP” means Universal Compression Partners, L.P., a Delaware limited partnership

     “Unallocated Collections” has the meaning specified in Section 7(a)(ii) hereof.

     “User” means any Person (other than ABS 2007) that contracts or subcontracts for the service of any Securitization Compressor.

     “User Contract” means any contract with respect to the service of one or more Securitization Compressors entered into between the ABS 2007 (or Exterran acting on behalf of ABS 2007), as obligor, and a User, as obligee.

     Section 2. Securitization Collections. The following shall constitute the “Securitization Collections”:

     (a) all Collections in respect of ABS 2007’s Domestic Contract Compression Business, including, without limitation, any and all contract payments under User Contracts of the Securitization Compressors;

     (b) all Collections in respect of the sale, transfer or disposition of any Securitization Collateral and all Collections in respect of any casualty or other event of loss affecting any Securitization Collateral; and

     (c) all proceeds and products of any and all of the foregoing.

     Section 3. Acknowledgments Regarding Securitization Collateral. Each Exterran Lender party hereto hereby acknowledges and agrees that, until all Securitization Obligations shall have been paid in full in cash:

     (a) In the event that any Liens on or security interest in all or any portion of the Securitization Collateral at any time exists in favor of any Exterran Lenders, each such Exterran Lender will, immediately upon the request of the Indenture Trustee, release or otherwise terminate such security interest in and Lien upon such Securitization Collateral and such Exterran Lender will immediately deliver such release documents as the Indenture Trustee may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Securitization Collateral now or at any time hereafter granted by ABS 2007 to the Indenture Trustee or, pursuant to the Securitization Documents, secure the Securitization Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Securitization Collateral heretofore, now or at any time hereafter granted by Exterran to any Exterran Lender, either pursuant to the Exterran Lender Documents or otherwise (and, as such, any interest of any Exterran Lender in the Securitization Collections and the Securitization Collateral shall be at all times subordinated to the interest of the Indenture Trustee therein), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 3(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Securitization

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Obligations or the Securitization Documents, on the one hand, or the Exterran Obligations or the Exterran Lender Documents, on the other hand, nor by any action or inaction which the Indenture Trustee, or any other beneficiary under the Securitization Indenture may take or fail to take in respect of the Securitization Collections and the Securitization Collateral.

     (c) Each Exterran Lender hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Lien) it may have, now or in the future, to the Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Securitization Collateral, including, without limitation, the Securitization Collections, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Securitization Collateral, including, without limitation, the Securitization Collections, or (iii) contact any. Users or other Persons that are account debtors or obligees with respect to any Securitization Collateral, to the extent such contact relates to any User Contract or other Securitization Collateral.

     Section 4. Acknowledgment Regarding Non-Securitization Collateral. The Indenture Trustee hereby acknowledges and agrees that, so long as any Exterran Obligations are outstanding:

     (a) In the event that any Liens on or security interest in all or any portion of the Non-Securitization Collateral at any time exists in favor of the Indenture Trustee, the Indenture Trustee will, immediately upon the request of EI or the Bank Agent, release or otherwise terminate such security interest in and Lien upon such Non-Securitization Collateral and the Indenture Trustee will immediately deliver such release documents as EI or the Bank Agent may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Non-Securitization Collateral now or at any time hereafter granted by EI to any Exterran Lender pursuant to the Exterran Lender Documents, secure the Exterran Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Non-Securitization Collateral heretofore, now or at any time hereafter granted to the Indenture Trustee, either pursuant to the Securitization Documents or otherwise (and, as such, any interest of the Indenture Trustee in the Non-Securitization Collections and the Non-Securitization Collateral shall be at all times subordinated to the interest of any such Exterran Lender), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 4(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Exterran Obligations or the Exterran Lender Documents, on the one hand, or the Securitization Obligations or the Securitization Documents, on the other hand, nor by any action or inaction which the Exterran Lenders may take or fail to take in respect of the Non-Securitization Collateral.

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     (c) The Indenture Trustee hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Liens) it may have, now or in the future, to the Non-Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Non-Securitization Collateral, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Non-Securitization Collateral, or (iii) contact any parties who are account debtors or obligees with respect to Non-Securitization Compressors to the extent such contact relates to the Non-Securitization Collateral.

     Section 5. Intercreditor Collateral Agent.

     (a) Appointment. Each of the Collection Parties and EI hereby designates the Intercreditor Collateral Agent to act, and the Intercreditor Collateral Agent hereby accepts such designation to act, as specified herein and as such Collection Party’s nominee and agent under the Exterran Lender Documents and under the Securitization Documents, as the case may be, and, in the case of EI, to act as EI’s nominee and agent under the Exterran Lender Documents, the Securitization Documents and otherwise for EI in its own capacity, to hold for such Collection Party’s and EI’s respective benefit, as its interest may appear, all Collections from the Collateral that may from time to time be in the possession or control of the Intercreditor Collateral Agent in the Lockbox Account. Without prejudice to the rights of the Collection Parties to enforce the Securitization Documents and the Exterran Lender Documents, as applicable, each of the Collection Parties and EI hereby irrevocably authorizes the Intercreditor Collateral Agent to take such action, to exercise such powers and remedies and to perform such duties hereunder as are specifically provided or delegated to or required of the Intercreditor Collateral Agent by the terms hereof and such other powers as are reasonably incidental thereto. The Intercreditor Collateral Agent may perform any of its duties hereunder by or through its agents or employees.

     (b) Duties of Intercreditor Collateral Agent.

     (i) The Intercreditor Collateral Agent shall not be deemed to have any knowledge (imputed or otherwise) of: (A) any of the terms or conditions of the Exterran Lender Documents, the Securitization Documents or any documents referred to therein or relating to any financing arrangement between or among any of the Collection Parties and/or EI, or any other party, or any breach thereof, or (B) any occurrence or existence of a default thereunder. The Intercreditor Collateral Agent has no obligation to inform any Person of any breach under any such Exterran Lender Document or Securitization Document or take any action in connection with any of the foregoing, except such actions as are specified in this Agreement.

     (ii) The Intercreditor Collateral Agent is not responsible for the enforceability or validity of any security interest in the Collateral and the Lockbox Account.

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     (iii) The Intercreditor Collateral Agent shall have no duties or responsibilities to the Collection Parties or EI except those expressly set forth or described herein and the duty to exercise “ordinary care” with respect to the Collections in its possession or under its control and as required by applicable law. With respect to the immediately preceding sentence, the Intercreditor Collateral Agent shall be deemed to have exercised “ordinary care” if its action or failure to act is in conformity with general banking usages or is otherwise in accordance with commercially reasonable practices of the banking industry. Except as set forth above with respect to the Intercreditor Collateral Agent’s duties with respect to the Collections in its possession or under its control, neither the Intercreditor Collateral Agent nor any of its officers, directors, employees or agents shall be liable to the Collection Parties or EI for any action taken or omitted by it as such hereunder, or in connection herewith, unless caused by its or their gross negligence or willful misconduct.

     (iv) The duties of the Intercreditor Collateral Agent as agent of the Collection Parties and EI shall be mechanical and administrative in nature. The Intercreditor Collateral Agent shall not have, by reason of this Agreement or any Securitization Document or Exterran Lender Document, a fiduciary relationship in respect of any Collection Parties or EI and nothing herein expressed or implied, is intended to or shall be so construed as to impose upon the Intercreditor Collateral Agent any obligations in respect of any Securitization Document or Exterran Lender Document except as expressly set forth herein. The Intercreditor Collateral Agent shall not be liable for consequential, incidental or special damages even if it has been advised of the possibility of same. The Intercreditor Collateral Agent shall not be liable for failure to perform its obligations when the failure arises out of causes beyond its control, including, without limitation, an act of a governmental or regulatory authority, an act of God, accident, equipment failure, labor disputes or system failure, provided it has exercised commercially reasonable diligence with respect thereto.

     (c) Reliance of the Intercreditor Collateral Agent. The Intercreditor Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message that the Intercreditor Collateral Agent reasonably believes in good faith to be signed, sent or made by any apparently authorized person or entity, with respect to all matters pertaining to the Collateral (including, without limitation, the Collections) and the Lockbox Account and its duties hereunder. Neither any Collection Party nor EI shall have any right of action whatsoever against the Intercreditor Collateral Agent as a result of the Intercreditor Collateral Agent acting or refraining from acting based upon instructions given to the Intercreditor Collateral Agent pursuant to and consistent with this Agreement to so act or refrain from acting, provided that such action or refraining from acting is in accordance with this Agreement. Unless expressly provided herein, the Intercreditor Collateral Agent shall have a reasonable opportunity to act after the receipt of any notice or instruction as described herein.

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     Section 6. Establishment of Accounts: Deposit of Collections.

     (a) EI shall cause the Lockbox Account to be maintained with the Intercreditor Collateral Agent. The Lockbox Account shall at all times be held in the name of, and under the exclusive dominion and control of, the Intercreditor Collateral Agent for the benefit of the Collection Parties and EI, at the expense of EI. EI in its individual capacity agrees that the Lockbox Account shall be under the exclusive dominion and control of the Intercreditor Collateral Agent and that it shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto, except with respect to Non-Securitization Collections constituting Non-Securitization Collateral to the extent provided in Section 7(b)(i) hereof and with respect to Securitization Collections constituting Securitization Collateral pursuant to Section 7(b)(ii) hereof. The Collection Parties hereby agree that the Lockbox Account shall be under the exclusive dominion and control of the Intercreditor Collateral Agent and the Collection Parties shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto. Each of EI and the Intercreditor Collateral Agent agrees that it shall not transfer any funds from the Lockbox Account to the Securitization Account or the EI Account or to any other account unless such transfer is in accordance with Section 7 or Section 8 hereof.

     (b) Without limiting the effectiveness of the security interests or Liens granted under the Securitization Indenture or any other Securitization Document, ABS 2007, hereby assigns, conveys, mortgages and hypothecates to the Intercreditor Collateral Agent, for the benefit of the Indenture Trustee, and hereby pledges and grants to the Intercreditor Collateral Agent, for the benefit of the Indenture Trustee, a security interest in and a continuing Lien on, all of ABS 2007’s right, title and interest, whether now owned or existing or hereafter created or acquired in, to and under the Lockbox Account, including, without limitation, any and all deposits, monies, securities or other property (including any investment property) from time to time in or constituting the Lockbox Account, including any Collections in respect of any Securitization Collateral, as security for its obligations under this Agreement and the Securitization Documents.

     (c) EI, in its own capacity, as Manager under the Securitization Documents and as manager and/or collection agent from time to time for various third parties, in each such capacity, hereby assigns, conveys, mortgages and hypothecates to the Intercreditor Collateral Agent, for the benefit of the Exterran Lenders and the Securitization Secured Parties (and the successors and assigns of any of them), and hereby pledges and grants to the Intercreditor Collateral Agent, for the benefit of the Exterran Lenders and the Securitization Secured Parties (and for the benefit of the successors and assigns of any of them), as their interests may appear, a security interest in and a continuing Lien on, all of EI’s right, title and interest, whether now owned or existing or hereafter created or acquired in, to and under Lockbox Account, including, without limitation, any and all deposits, monies, securities or other property (including any investment property) from time to time in or constituting the Lockbox Account, including any Collections from the Domestic Contract Compression Business in respect of any Securitization Collateral and Non-Securitization Collateral, as security for its obligations under this Agreement, the Securitization Documents and the Exterran Lender Documents.

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     (d) The parties hereto each agree and acknowledge that (i) the security interests and Liens granted pursuant to this Section 6 constitute “control” under and for purposes of Section 9104(a)(1) of the UCC for the benefit of the various parties named herein, (ii) JPMorgan Chase Bank, N.A., in its individual capacity and as the Intercreditor Collateral Agent, will, for purposes of Section 9-104(a)(2) and Sections 8-106 and 8-501 of the UCC, for the benefit of the Indenture Trustee, comply with instructions originated by the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds in the Lockbox Account that are properly allocable to the Securitization Collateral pursuant to Section 7 and 8 hereof without further notice by or to any party and (iii) the Intercreditor Collateral Agent’s jurisdiction for purposes of Article 9-304 of the UCC is New York. Notwithstanding the foregoing, the Intercreditor Collateral Agent and each of the Collection Parties agree that EI shall have the right to allocate Collections in the Lockbox Account to the extent provided in Section 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof and disburse any Non-Securitization Collections to the extent so permitted in accordance with Section 7(b)(i) hereof.

     (e) EI shall (i) cause all Collections with respect to the Domestic Contract Compression Business, including, without limitation, all contract payments made by Users, account debtors, obligees or sub-obligees of Securitization Compressors and by account debtors, obligees or sub-obligees of any Non-Securitization Compressors, all casualty proceeds from Securitization Compressors and Non-Securitization Compressors, all other payments from the Domestic Contract Compression Business in respect of the Securitization Collateral and Non-Securitization Compressors paid by account debtors, and other obligors in respect thereof, to be deposited directly in, or credited directly to, the Lockbox Account and (ii) notify all persons and entities obligated to EI, or making payments to EI for the benefit of any other Person, in respect of the Domestic Contract Compression Business to make all such payments directly into the Lockbox Account. For the avoidance of doubt, any receipts of funds in respect of contract payments made by users, account debtors, obligees or sub-obligees of compressors owned by UCLP or any subsidiary of UCLP, and any casualty proceeds or other proceeds payable to or receivable by UCLP or such subsidiary are not to be deposited in the Lockbox Account.

     Section 7. Allocation of Collections: Disbursements of Collections.

     (a) Allocations.

     (i) On each Business Day, EI shall allocate all Collections then on deposit in or constituting the Lockbox Account between Securitization Collections and Non-Securitization Collections and provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made, provided, however, that until November 20, 2007, such allocations and notice shall be made as soon as possible but no later than the Business Day following that date of receipt of the related Collections. EI will do

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monthly reallocations of Collections related to Securitization Compressors transferred in or out of the Securitization Collateral during such period.

     (ii) In the event the Bank Agent at any time or for any reason questions any Allocated Collection, EI agrees to promptly cooperate and direct the EI Accountants (as defined below) to work with the Bank Agent and its representatives to explain such Allocated Collection and provide such other information regarding same as reasonably requested from time to time by the Bank Agent. The Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint an independent accounting firm (the “Securitization Accountants”) to examine, from time to time, the books and records of EI that would constitute the basis for properly allocating any Collections then on deposit in the Lockbox Account that have theretofore not been allocated (collectively, the “Unallocated Collections”), including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with EI’s in-house accountants (the “EI Accountants”) (and EI hereby agrees that it shall direct the EI Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Unallocated Collections and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and EI shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such allocations in each case; provided, however, that if the EI Accountants and the Securitization Accountants are not able to agree on the allocation of such Unallocated Collections within five (5) Business Days, then EI (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall select another nationally recognized accounting firm (the “Allocation Accounting Firm”) which is reasonably acceptable to EI and the Indenture Trustee to determine the proper allocation of such Unallocated Collections. The determination of such Allocation Accounting Firm shall be final and binding upon EI, the Bank Agent, the other EI Lenders, the Indenture Trustee and the Requisite Global Majority, and EI shall promptly provide notice of such appointment to the Bank Agent. EI agrees that it shall make the Bank Agent privy to all communications involving the Allocation Accounting Firm relating to the proper allocation of such Unallocated Collections and the Bank Agent shall be entitled to communicate with EI and the Allocation Accounting Firm regarding the same. EI shall allocate all Unallocated Collections (a) as mutually agreed by the EI Accountants and the Securitization Accountants or (b) as determined by the Allocation Accounting Firm pursuant to this Section 7(a)(ii), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made.

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     (iii) In the event that EI is replaced as Manager, then allocations of Collections pursuant to Section 7(a)(i) or 7(a)(ii) above shall be made in good faith based upon the information provided by the replacement Manager.

     (iv) Notwithstanding anything contained herein to the contrary, each of the parties hereto agrees that the provisions of Sections 3 and 4 above constitute a “subordination agreement” for purposes of Section 510(a) of the Bankruptcy Code.

     (v) Each party hereto agrees that it will abide by allocations of Collections held in the Lockbox Account made in accordance with this Section 7(a).

     (b) Disbursements.

     (i) So long as the Intercreditor Collateral Agent has not received notice pursuant to Section 8(b) or 8(c) to the effect that a Securitization Default or Bank Default, respectively, has occurred (and had a commercially reasonable opportunity to act thereon) on any Business Day, after EI makes any allocation of Collections pursuant to Sections 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof, EI may use electronic banking methods acceptable to the Intercreditor Collateral Agent and consistent with past practice to direct the Intercreditor Collateral Agent to transfer collected funds from the Lockbox Account to the EI Account in an amount in the aggregate equal to the Allocated Collections constituting Non-Securitization Collections, prior to the close of business on such day; provided, however, that until such times as EI and EESLP use the same accounting software for tracking and allocating receipts EI may use such methods to direct the Intercreditor Collateral Agent to transfer, prior to the close of business on such date, collected funds from the Lockbox Account to the EESLP Lockbox Account in an amount equal to the Allocated Collections consisting of Non-Securitization Collections from the use of Compressors that had been owned prior to August 20, 2007 by EESLP or any of its subsidiaries; provided further, however, (i) if such electronic banking methods are not available due to force majeure, such transfer shall be made as promptly as practicable after such electronic banking methods resume and (ii) to the extent EI is obligated by Applicable Law to obtain evidence of approvals to make such transfers and it is not practicable to obtain such evidence or approvals on such Business Day, such transfer shall be made by noon Central Time on the next Business Day. After the occurrence of a Securitization Default or a Bank Default, Allocated Collections constituting Non-Securitization Collections shall be disbursed in accordance with Section 8(c) hereof.

     (ii) So long as the Intercreditor Collateral Agent has not received notice pursuant to Section 8(b) or 8(c) to the effect that a Securitization Default or a Bank Default, respectively, has occurred (and has had a commercially reasonable opportunity to act thereon), on the same Business Day as EI makes any allocation of Collections pursuant to Section 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof, prior to the close of business on such day, EI will use electronic banking methods

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acceptable to the Intercreditor Collateral Agent and consistent with past practice to direct the Intercreditor Collateral Agent to transfer funds from the Lockbox Account to the Trust Account or the account specified by the Indenture Trustee (at the direction of the Requisite Global Majority) in the then current Repetitive Wire Instructions delivered to the Intercreditor Collateral Agent (such account, or any other account that may be specified by the Indenture Trustee in a subsequent delivery of Repetitive Wire Instructions, the “Securitization Account”) in an amount equal to the Allocated Collections constituting Securitization Collections. After the occurrence of a Securitization Default or a Bank Default, Allocated Collections constituting Securitization Collections shall be disbursed in accordance with Section 8(b) hereof.

     (iii) In the event that an allocation of Collections under Section 7(a) or disbursement of Allocated Collections pursuant to Section 7(b) is made to (A) the EI Account in excess of the Non-Securitization Collections or (B) the Securitization Account in excess of the Securitization Collections (any such event in clauses (A) and (B) above, a “Misallocation”), then EI shall immediately notify the Indenture Trustee and the Bank Agent thereof, and (x) in the case of a Misallocation described in clause (A) above, EI and the Exterran Lenders and (y) in the case of a Misallocation described in clause (B) above, the Indenture Trustee, shall, upon receipt of such written notice from EI to the effect of the foregoing, hold such amount for the benefit of the Intercreditor Collateral Agent and the Securitization Secured Parties or the Exterran Lenders, as applicable, and remit and pay over any and all such amounts received to the Intercreditor Collateral Agent for proper allocation in accordance with the provisions of Section 7(a) above or Section 7(c) or 8(a) below (as applicable), to the extent that such amounts are still held by such Person. In the event that any Misallocation occurs, EI covenants and agrees to deposit into the Lockbox Account an amount in cash equal to such Misallocation (net of any portion thereof that has been paid over by the Exterran Lenders or the Indenture Trustee pursuant to the preceding sentence) for proper allocation and disbursement in accordance with the provisions hereof within three (3) Business Days after the earlier of the date on which EI shall have knowledge thereof and the date on which EI receives notice from any other Person (including pursuant to the procedures described in Section 7(c) hereof) of such Misallocation.

     (c) Disputed Allocations.

In the event that the Indenture Trustee (acting at the direction of the Requisite Global Majority) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “Disputed Allocations”), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to examine, from time to time, the books and records of EI which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the EI Accountants (and EI hereby agrees that it shall direct the EI Accountants to cooperate with the

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Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and EI shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the EI Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then EI (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Finn shall be final and binding upon EI, the Bank Agent, the Other Exterran Lenders, the Indenture Trustee and the Requisite Global Majority. EI shall allocate all Disputed Allocations (i) as mutually agreed by the EI Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made.

     (i) In the event the Bank Agent at any time or for any reason questions any Allocated Collection, EI agrees to promptly cooperate and direct the EI Accountants to work with the Bank Agent and its representatives to explain such Allocated Collection and provide such other information regarding same as reasonably requested from time to time by the Bank Agent.

     Section 8. Monitoring of Allocation Process; Effect of a Securitization Default; Effect of a Bank Default.

     (a) Monitoring of Allocation Process. The Indenture Trustee (acting at the direction of the Requisite Global Majority or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to examine, from time to time, the books and records of EI that would constitute the basis for properly allocating the Collections, including, without limitation, any User Contracts, contracts, agreements and invoices in respect thereof, and such Securitization Accountants shall (i) cooperate with the EI Accountants (and EI hereby agrees that it shall direct the EI Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of all Collections from time to time on deposit in the Lockbox Account and (ii) have access to such books and records that would constitute the basis for properly allocating the Collections, including, without limitation, any User Contracts, contracts, agreements and invoices in respect thereof, and any other resources of EI reasonably necessary to monitor the allocation process on a day-to-day basis with respect to all current or future allocations of Collections received by or in the Lockbox Account as set forth in this Agreement; provided, however, that if the EI Accountants and the Securitization Accountants are not able to agree on the allocation of any such Collections, then EI (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority) shall appoint the

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Allocation Accounting Firm to determine the proper allocation of all such Collections and all future Collection from such date. The Indenture Trustee shall have no duty to monitor the allocation process pursuant to Section 7 or 8 hereof, and shall take action only upon the receipt of direction from the Requisite Global Majority. Upon and after the exercise by the Indenture Trustee’s rights under this Section 8(a), EI shall allocate all Collections then on deposit in the Lockbox Account and all future Collections received by or deposited in the Lockbox Account (x) as mutually agreed by the EI Accountants and the Securitization Accountants or (y) as determined by the Allocation Accounting Firm pursuant to this Section 8(a), and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made.

     (b) Effect of a Securitization Default. After the occurrence of a Securitization Default the Indenture Trustee shall notify the Intercreditor Collateral Agent to such effect and after the Intercreditor Collateral Agent has received such notice and has had a commercially reasonable opportunity to act thereon, then, subject to the other provisions of this Agreement and to the terms of the Securitization Documents, (i) the Intercreditor Collateral Agent shall take such steps as may be instructed in writing by the Indenture Trustee (as directed by the Requisite Global Majority) to receive, hold and distribute all or any portion of the Securitization Collateral (including, without limitation, any Securitization Collections) and proceeds thereof and to comply with its other obligations set forth in this Agreement, and (ii) the Indenture Trustee (at the direction of the Requisite Global Majority) may take such steps as it is entitled to take under the Securitization Documents with respect to enforcement of any Securitization Document and collection and realization of the Securitization Collateral (or any portion thereof) and the proceeds thereof. In permitting the Indenture Trustee to distribute Securitization Collateral from the Lockbox Account pursuant to this Section 8(b), the Intercreditor Collateral Agent may rely conclusively on the notice provided by the Indenture Trustee to the effect that a Securitization Default has occurred without conducting any independent investigation thereof and notwithstanding any assertion or evidence to the contrary.

     (c) Effect of a Bank Default. After the occurrence of a Bank Default the Bank Agent shall notify the Intercreditor Collateral Agent to such effect and after the Intercreditor Collateral Agent has received such notice and has had a commercially reasonable opportunity to act thereon, then, subject to the other provisions of this Agreement and to the terms of the Bank Documents, (i) the Intercreditor Collateral Agent shall take such steps as may be instructed in writing by the Bank Agent to receive, hold and distribute all or any portion of the Bank Collateral and proceeds thereof and to comply with its other obligations set forth in this Agreement, and (ii) the Bank Agent may take such steps as it is entitled to take under the Bank Documents with respect to enforcement of any Bank Document and collection and realization of the Bank Collateral (or any portion thereof) and the proceeds thereof. In permitting the Indenture Trustee to distribute Non-Securitization Collateral from the Lockbox Account pursuant to this Section 8(c), the Intercreditor Collateral Agent may rely conclusively on the notice provided by the Bank Agent to the effect that a Bank Default has occurred without

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conducting any independent investigation thereof and notwithstanding any assertion or evidence to the contrary.

     (d) Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from the Lockbox Account only in accordance with instructions from EI or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EI, the Bank Agent and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EI, the Bank Agent and the Indenture Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds on the Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent shall not have received appropriate instructions within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement, and the Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.

     Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right of Set-off.

     (a) EI shall be liable to pay to the Intercreditor Collateral Agent from time to time reasonable compensation for its services. EI shall be liable to reimburse the Intercreditor Collateral Agent upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Intercreditor Collateral Agent’s agents and counsel and all fees, costs and expenses of any Securitization Accountants and/or Allocation Accounting Firm engaged pursuant to the terms hereof. EI shall indemnify the Intercreditor Collateral Agent for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable attorney’s fees and expenses), loss or liability incurred by it without gross negligence or bad faith on its part, arising out of or in connection with the performance of its rights or duties hereunder, the Lockbox Account and the services provided in conjunction therewith. The Intercreditor Collateral

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Agent shall notify EI promptly of any claim asserted against the Intercreditor Collateral Agent for which it may seek indemnity. However, failure by the Intercreditor Collateral Agent to notify EI shall not relieve EI of its obligations hereunder. Upon the Intercreditor Collateral Agent’s request, EI shall defend the claim and the Intercreditor Collateral Agent shall provide reasonable cooperation at EI’s expense in the defense. The Intercreditor Collateral Agent may have separate counsel and EI shall be liable to pay the reasonable fees and expenses of such counsel. EI need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld or delayed. EI need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Intercreditor Collateral Agent through the Intercreditor Collateral Agent’s gross negligence or bad faith. Any amount due under this Section 9(a) that remains unpaid for thirty (30) days after notice thereof shall bear interest at the federal funds rate from the date of notice to the date of payment.

     (b) (i) Except as provided below, the Intercreditor Collateral Agent and JPMorgan Chase Bank N.A., in its individual capacity, each hereby subordinates all Liens, encumbrances, claims and rights of setoff it may have, now or in the future, against the Lockbox Account or any Collateral or Collections (including checks or other items evidencing the same held therein) or any other property in such Lockbox Account to the prior payment in full in cash of all Securitization Obligations and Exterran Obligations and agree that the Liens and security interests securing such Securitization Obligations and Exterran Obligations are superior to any such Liens, encumbrances, claims and rights of setoff which the Intercreditor Collateral Agent or JPMorgan Chase Bank N.A., in its individual capacity, might have or obtain in the Lockbox Account or any Collateral or Collections or any other property in such Lockbox Account.

     (ii) Notwithstanding the foregoing, the Intercreditor Collateral Agent and JPMorgan Chase Bank N.A., in its individual capacity, may debit the Lockbox Account from time to time, for (a) checks and other items, including, without limitation, any automated clearinghouse transactions, which are returned for any reason (“Returned Items”), (b) necessary account adjustments, and (c) overdrafts; provided, however, no such offset shall be made unless the Intercreditor Collateral Agent advises EI of the amount thereof in accordance with the Intercreditor Collateral Agent’s current practice.

     (iii) In the event that any charges or fees are then due from EI or any other party hereto to the Intercreditor Collateral Agent under this Agreement or related to any Returned Items, the Lockbox Account or the services provided hereunder, EI agrees to pay such amounts to the Intercreditor Collateral Agent within thirty (30) days of EI’s receipt by the Intercreditor Collateral Agent of a written invoice therefor. In the event that EI fails to pay the amounts described in the preceding sentence within the time period set forth above, then the Intercreditor Collateral Agent shall have the right to debit the Lockbox Account for such amounts which obligation of EI shall not be relieved by any such offset or debit by the Intercreditor Collateral Agent (and, upon payment by EI of such

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amounts to the Intercreditor Collateral Agent, the Intercreditor Collateral Agent shall deposit such amounts into the Lockbox Account).

     (iv) In the event there are insufficient funds in the Lockbox Account to reimburse the Intercreditor Collateral Agent for the amount of any Returned Items or unpaid charges or fees for which the Intercreditor Collateral Agent is entitled to debit the Lockbox Account in accordance with clause (ii) or (iii) above, then EI shall (x) reimburse the Intercreditor Collateral Agent immediately upon demand and (y) to the extent Collections in respect of Returned Items have been disbursed to any Collection Party in accordance with the terms of this Agreement, may debit an amount equal to such disbursement from future allocations to such Collection Party.

     Section 10. Resignation by or Removal of Intercreditor Collateral Agent.

     (a) The Intercreditor Collateral Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least sixty (60) days’ prior written notice to each of EI, the Indenture Trustee and each Exterran Lender then party thereto. EI (with the consent of the Requisite Global Majority which consent shall not be unreasonably withheld) may, at any time, for or without cause, remove the Intercreditor Collateral Agent by giving at least twenty (20) days prior written notice to the Intercreditor Collateral Agent, the Indenture Trustee and each Exterran Lender then party thereto.

     (b) Upon the effectiveness of any such notice of resignation or removal given pursuant to Section 10(a) above, EI shall appoint a successor Intercreditor Collateral Agent hereunder (with the consent and approval of the Requisite Global Majority (such consent and approval not to be unreasonably withheld)) which shall be an incorporated bank or trust company and which shall execute counterparts hereof or such other instrument reasonably satisfactory to evidence acceptance of the duties and obligations of the Intercreditor Collateral Agent hereunder.

     (c) If a successor Intercreditor Collateral Agent shall not have been so appointed within the applicable notice period, the Requisite Global Majority shall then appoint a successor Intercreditor Collateral Agent which shall be a bank or trust company with a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and which shall execute counterparts hereof or such other instrument reasonably satisfactory to evidence acceptance of the duties and obligations of the Intercreditor Collateral Agent hereunder and which shall serve as Intercreditor Collateral Agent hereunder or thereunder until such time, if any, as EI appoints a successor Intercreditor Collateral Agent as provided above.

     (d) After the resignation or removal of any Intercreditor Collateral Agent pursuant to this Section 10, the provisions of Section 5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Intercreditor Collateral Agent hereunder, and Section 9(a) above shall continue to inure to its benefit.

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     Section 11. No Implied Waivers, Etc. Except as expressly provided herein, nothing in this Agreement shall be deemed to constitute a waiver of or shall otherwise affect any of the interests, rights or remedies which either the Exterran Lenders or the Indenture Trustee may have under the Exterran Lender Documents or the Securitization Documents, respectively, or under applicable law.

     Section 12. Amendments. No term or provision of this Agreement may be amended, modified, waived, discharged or terminated orally and any such term or provision may only be amended, modified, waived, discharged or terminated by an instrument in writing signed by the Indenture Trustee (at the direction of the Requisite Global Majority), EI, the Bank Agent and the Intercreditor Collateral Agent; provided, however, that no such instrument or agreement shall amend, modify or waive any provision of this Agreement relating to the allocation of Collections hereunder or otherwise affect the rights of any Collection Party or EI to receive distributions and/or payments of Collections allocated hereunder or under any other Related Documents, without the written consent of such Collection Party or EI, as the case may be, then party to this Agreement (in addition to the other Parties required to consent thereto).

     Section 13. Benefit of Agreement; Joinder.

     (a) This Agreement is intended solely for the benefit of the Collection Parties and EI and their respective successors and assigns and no other Person shall have any right, power, benefit, privilege, priority or interest under or through this Agreement. Each party hereto agrees that, if the Indenture Trustee shall fail to act as directed by the Requisite Global Majority at any time at which it is so required hereunder or under any Related Documents, then the Requisite Global Majority shall be entitled to directly enforce the provisions of this Agreement or take any such action directly in its own capacity or on behalf of the Indenture Trustee.

     (b) Additional Exterran Lenders not initially party to this Agreement shall be entitled to participate in this Agreement, as it may from time to time be amended or supplemented, by executing a “Supplemental Agreement”, substantially in the form of Exhibit “B” hereto, accepting the terms of this Agreement, as amended and supplemented to the date of such execution. Upon execution and delivery of such “Supplemental Agreement”, such party shall become a Exterran Lender hereunder with the same force and effect as if originally named as a Exterran Lender herein. Such participation shall require the written approval of EI and the Intercreditor Collateral Agent but shall not require the further authorization or approval of any of the other parties hereto, provided that the participation in this Agreement by such additional party does not conflict with the Exterran Lender Documents or the Securitization Documents, and provided further that EI shall have given five (5) days’ prior written notice of the participation in this Agreement by such additional party to the Indenture Trustee and each Series Enhancer. EI shall promptly furnish each of the Indenture Trustee, each Series Enhancer and the Intercreditor Collateral Agent then party to this Agreement with a copy of the executed Supplemental Agreement with such additional party. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Exterran Lender as a party to this Agreement.

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     Section 14. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction the substantive laws of which are held to be applicable hereto shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute a single agreement.

     Section 16. Notices. All notices and other communications provided to any party hereto under this Agreement shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth on the signature pages hereof or at such other address or facsimile number as may be designated by such party from time to time in a notice complying as to delivery with the terms of this section to the other parties. Any notice, if mailed or sent by courier or hand delivery, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when such notice is transmitted and receipt is confirmed by telephone or electronic means.

     Section 17. Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

     Section 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation, Section 5-1401 of the New York General Obligations Law, except that matters relating solely to the operations of the Lockbox Account and the payment of checks and other items governed by Articles 3 and 4 of the Uniform Commercial Code shall be governed by and construed in accordance with the laws of the State of Texas.

     Section 19. No Petition. (a) Each of the Exterran Lenders hereby covenants and agrees that (i) prior to the date which is one year and one day after the payment in full of all Securitization Obligations, it will not institute against or join any other Person in instituting against ABS 2007 or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States, including, without limitation, the Bankruptcy Code, or any state of the United States, (ii) it will not seek to challenge or contest, in any proceeding, suit or action of any nature whatsoever or otherwise, any transfer, disposition, contribution to capital or “true sale” of any Securitization Collateral or other assets pursuant to any of the Securitization Documents and (iii) it will not seek, through any proceeding, suit or action of any nature whatsoever or otherwise, the consolidation, financial or otherwise, of ABS 2007 with any other Person.

     (b) The provisions of this Section 19 shall be continuing and shall survive any termination of this Agreement.

     Section 20. Insolvency. This Agreement shall be applicable both before and after the filing of any petition by or against EI under the Bankruptcy Code and all converted or

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succeeding cases in respect thereof, and all references herein to EI shall be deemed to apply to a trustee for EI, as the case may be, and EI, as debtor-in-possession. The relative rights of the Exterran Lenders and the Indenture Trustee in or to any allocation of or distributions or disbursements from or in respect of any Non-Securitization Collections or proceeds of Non-Securitization Collections, or Securitization Collections or proceeds of Securitization Collections, respectively, shall continue after the filing thereof on the same basis as prior to the date of the petition, notwithstanding any court order approving the financing of or use of cash collateral by EI as debtor-in-possession or by any trustee appointed in its case.

     Section 21. Termination. This Agreement shall terminate upon the indefeasible payment in full in cash of all Securitization Obligations and the satisfaction and discharge of the Securitization Indenture.

     Section 22. Entire Agreement. The provisions of the Intercreditor Collateral Agent’s commercial account agreement or other treasury management agreement and related service terms governing the relationship between EI and the Intercreditor Collateral Agent with respect to the Lockbox Account and any other applicable account (collectively, the “Lockbox Agreements”) are incorporated by reference to the extent not inconsistent with this Agreement. In the event of conflict among the provisions of this Agreement and the Lockbox Agreements, the provisions of this Agreement shall control. This Intercreditor Agreement, and the other Related Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect thereto.

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SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first written above.

EXTERRAN, INC., in its individual capacity and as Manager
By:	/s/ J. Michael Anderson
	J. Michael Anderson, Senior Vice President and Chief Financial Officer
Address:	4444 Brittmoore Road Houston, TX 77041
Facsimile No.: 713-466-6720 Telephone No.: 713-335-7295
Attn.: J. Michael Anderson

Signature Page To
Intercreditor And Collateral Agency Agreement

EXTERRAN ABS 2007 LLC
By:	/s/ J. Michael Anderson
	J. Michael Anderson, Senior Vice President and Chief Financial Officer
Address:	4444 Brittmoore Road Houston, TX 77041
Facsimile No.: 713-466-6720 Telephone No.: 713-335-7295
Attn.: J. Michael Anderson

Signature Page To
Intercreditor And Collateral Agency Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ Melissa Philibert
Name:	Melissa Philibert
Title:	Vice President
Address:	MAC N9311-161
Sixth Street and Marquette Avenue Minneapolis, MN 55479
Facsimile No.: 612-667-3464 Telephone No.: 612-667-8058
Attn.: Corporate Trust Services — Asset-Backed Administration

Signature Page To
Intercreditor And Collateral Agency Agreement

WACHOVIA BANK, NATIONAL ASSOCIATION, as Bank Agent
By:	/s/ Daniel Miller
Name:	Daniel Miller
Title:	Managing Director
Address:	Structured Asset Finance
	301 S. College St., Mailcode:
	Charlotte, North Carolina 28288-0610
	Facsimile No.: 704-374-
	Telephone No.: 704-383-
Attn.: [Senior Vice President, Risk Management]

Signature Page To
Intercreditor And Collateral Agency Agreement

JPMORGAN CHASE BANK, N.A., in its individual capacity and as Intercreditor Collateral
By:	/s/ Dianne L. Russell
Name:	Dianne L. Russell
Title:	Vice President
Address:	712 Main Street, Floor 12 South
	Houston, Texas 77002
Facsimile No.: 713-216-7794 Telephone No.: 713-216-6603
Attn.: Thomas Okamoto

Signature Page To
Intercreditor And Collateral Agency Agreement

Exhibit “A”

FORM OF

REPETITIVE WIRE INSTRUCTIONS

To:      Intercreditor Collateral Agent

     Reference is hereby made to that certain Intercreditor And Collateral Agency Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”), among Exterran, Inc., in its individual capacity and as Manager, Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as the Bank Agent, JPMorgan Chase Bank, N.A., in its individual capacity and as collateral agent for the Securitization Secured Parties (as defined herein), the Exterran Lenders (as defined herein) and EI (in such capacity, together with its successors and permitted assigns, the “Intercreditor Collateral Agent”).

     JPMorgan Chase Bank, N.A., in its individual capacity and as the Intercreditor Collateral Agent and the Additional Exterran Lenders from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

     The undersigned, as Indenture Trustee, hereby notifies you that following account constitutes the “Securitization Account” for purposes of the Intercreditor Agreement, and all amounts required to be transferred pursuant to the Intercreditor Agreement to the Securitization Account shall be transferred electronically to such account in accordance therewith and at such times as required thereunder:

Bank Name:	Wells Fargo Bank, N.A.
ABA No.:	121000248
Account Number:	0001038377
Account Name:	Wells Fargo Corporate Trust
For further credit to:	Acct #22469401 Exterran Trust Acct
	Attn: Karleen Bratland 612-667-3536

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A-1

     You may rely on this notice and the account information for the Securitization Account set forth herein unless and until you receive a subsequent Repetitive Wire Instruction from the Indenture Trustee (in which case the instructions set forth herein shall be automatically terminated and you shall rely on the instructions set forth in such subsequent Repetitive Wire Instruction).

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

A-2

Exhibit “B”

FORM OF

SUPPLEMENTAL AGREEMENT

     This Supplemental Agreement, dated as of [___], 20[___] (as amended, supplemented or otherwise modified from time to time, this “Supplemental Agreement”), is by and among [___] (the “New Exterran Lender”), Exterran, Inc., in its individual capacity and as Manager under the Management Agreement (as defined below) (“EI”), and JPMorgan Chase Bank, N.A., in its capacity as Intercreditor Collateral Agent (the “Intercreditor Collateral Agent”) under the Intercreditor Agreement (as defined below). Capitalized terms used in this Supplemental Agreement but not defined herein shall have the meanings assigned to such terms in the Intercreditor and Collateral Agency Agreement, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”), among EI, UCO Compression 2005 LLC, a Delaware limited liability company, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as the Bank Agent, the Intercreditor Collateral Agent and the Additional Exterran Lenders from time to time party thereto.

     Accordingly, EI, the Intercreditor Collateral Agent and the New Exterran Lender agree as follows:

     Section 1. The New Exterran Lender hereby acknowledges that it has received and reviewed a copy of the Intercreditor Agreement as in effect on the date hereof and agrees:

     (a) that by its execution and delivery hereof, it has joined the Intercreditor Agreement as a Exterran Lender party thereto with the same force and effect as if originally signatory thereof and named therein as a Exterran Lender;

     (b) to be bound by all covenants, agreements and acknowledgments attributable to a Exterran Lender in the Intercreditor Agreement; and

     (c) to perform all obligations required of it by the Intercreditor Agreement.

Each reference to a “Exterran Lender” in the Intercreditor Agreement shall be deemed to include the New Exterran Lender. The Intercreditor Agreement is hereby incorporated herein by reference.

     Section 2. The New Exterran Lender represents and warrants to EI and the Intercreditor Collateral Agent that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

     Section 3. This Supplemental Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplemental Agreement shall become effective when the Intercreditor Collateral Agent shall have received counterparts of this Supplemental Agreement that, when taken together, bear the signatures of the New Exterran Lender, EI and the Intercreditor Collateral

B-1

Agent. Delivery of an executed signature page to this Supplemental Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Supplemental Agreement.

     Section 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

     Section 5. In case any one or more of the provisions contained in this Supplemental Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     Section 6. All communications and notices hereunder shall be in writing and given as provided in Section 16 of the Intercreditor Agreement. All communications and notices hereunder to the New Exterran Lender shall be given to it at the address set forth under its signature below.

     Section 7. The New Exterran Lender agrees to reimburse the Intercreditor Collateral Agent for its out-of-pocket expenses in connection with this Supplemental Agreement, including the fees, disbursements and other charges of counsel for the Intercreditor Collateral Agent.

     Section 8. THIS SUPPLEMENTAL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW.

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B-2

     IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Agreement to be duly executed and delivered by its proper and duly authorized officer as of this ___day of _______.

[NEW EXTERRAN LENDER]

By:

Name:

Title:

Address:

EXTERRAN, INC.

By:

Name:

Title:

JPMorgan Chase Bank, N.A.,
as Intercreditor Collateral Agent

By:

Name:

Title:

B-3

EX-10.13

Exhibit 10.13

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

dated as of August 20, 2007

among

EXTERRAN ENERGY SOLUTIONS, L.P.,
in its individual capacity and as Manager

EXTERRAN ABS 2007 LLC,
as Issuer

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Bank Agent

THE VARIOUS FINANCIAL INSTITUTIONS that may from time to time
become parties hereto as Exterran Lenders

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its individual capacity and as Intercreditor Collateral Agent

TABLE OF CONTENTS

Section 1. Rules of Usage; Definitions.	2
Section 2. Securitization Collections	8
Section 3. Acknowledgments Regarding Securitization Collateral	8
Section 4. Acknowledgment Regarding Non-Securitization Collateral	9
Section 5. Intercreditor Collateral Agent	10
Section 6. Establishment of Accounts: Deposit of Collections	12
Section 7. Allocation of Collections: Disbursements of Collections	13
Section 8. Monitoring of Allocation Process; Effect of a Securitization Default; Effect of a Bank Default	17
Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right of Set-off	19
Section 10. Resignation by or Removal of Intercreditor Collateral Agent	21
Section 11. No Implied Waivers, Etc.	22
Section 12. Amendments	22
Section 13. Benefit of Agreement; Joinder	22
Section 14. Severability	23
Section 15. Counterparts	23
Section 16. Notices	23
Section 17. Headings	23
Section 18. Governing Law	23
Section 19. No Petition	23
Section 20. Insolvency	24
Section 21. Termination	24
Section 22. Entire Agreement	24

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INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

     This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is among:

     (i) Exterran Energy Solutions, L.P., a Delaware limited partnership, in its individual capacity (in such capacity, together with its successors and permitted assigns, “EESLP”), and when and if it acts as Manager under the Management Agreement (in such capacity, and for so long as EESLP is such Manager under that Agreement, the “Manager”);

     (ii) Exterran ABS 2007 LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ABS 2007”);

     (iii) Wells Fargo Bank, National Association, as indenture trustee under the hereinafter defined Securitization Indenture for the benefit of the Noteholders and the other Persons set forth therein (in such capacity, together with its successors and permitted assigns, the “Indenture Trustee”);

     (iv) Wachovia Bank, National Association, as U.S. administrative agent on behalf of the Bank Lenders as hereinafter defined (in such capacity, together with its successors and permitted assigns, the “Bank Agent”);

     (v) Wells Fargo Bank, National Association, in its individual capacity and as collateral agent for the Securitization Secured Parties (as defined herein), the Exterran Lenders (as defined herein) and EESLP (in such capacity, together with its successors and permitted assigns, the “Intercreditor Collateral Agent”); and

     (vi) The Additional Exterran Lenders that from time to time become a party hereto in accordance with Section 13 hereof.

RECITALS

     (1) WHEREAS, EESLP, in its individual capacity and when and if it serves as Manager, may receive from time to time Collections relating to the Domestic Contract Compression Business of (a) EESLP and its subsidiaries and (b) ABS 2007; and

     (2) WHEREAS, the parties hereto desire to execute and deliver this Agreement to set forth certain agreements among them with respect to such Collections as provided below.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

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Section 1. Rules of Usage; Definitions.

     (a) The following rules of usage shall apply to this Agreement (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein.

     (i) The defined terms in this Agreement shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender.

     (ii) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

     (iii) Except as otherwise expressly provided, any definition defined herein shall be equally applicable to the singular and plural forms of the terms defined.

     (iv) Except as otherwise expressly provided, references in this Agreement to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to this Agreement.

     (v) References to any Person shall include such Person, its successors and permitted assigns and transferees.

     (vi) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, restated, modified, extended or supplemented from time to time in accordance with the applicable provisions thereof.

     (vii) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement thereof, or restatement thereof.

     (viii) When used in this Agreement, words such as “hereunder,” “hereto,” “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement (including any other document to the extent incorporated or referred to herein (whether or not actually attached hereto)) and not to any particular article, section, subsection, paragraph or clause hereof.

     (ix) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to any enumeration of specific matters, to matters similar to those specifically mentioned.

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     (x) All terms used in the UCC and not specifically defined in this Agreement are used therein as defined in the UCC; provided, however, that references in this Agreement to any section of the UCC shall mean, on or after the effective date of the adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

     (xi) Except as otherwise expressly provided, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

     (b) Definitions. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the content otherwise requires, have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “ABS 2007” has the meaning specified in clause (ii) of the preamble hereto.

     “Additional Exterran Lenders” means any Person that is a Exterran Lender other than a Bank Lender and executes and delivers a “Supplemental Agreement” substantially in the form of Exhibit “B” attached hereto pursuant to and in accordance with the terms of Section 13 hereof.

     “Agreement” has the meaning specified in the preamble hereto.

     “Allocated Collections” means all or any portion of the Collections as of any date of determination that have been allocated pursuant to the provisions of Sections 7 and 8 of this Agreement.

     “Allocation Accounting Firm” has the meaning specified in Section 7(a)(ii) hereof.

     “Bank Agent” has the meaning specified in clause (iv) of the preamble hereto.

     “Bank Collateral” means any collateral in which the Bank Agent has been granted a security interest by Exterran, EESLP and certain of their subsidiaries to secure the obligations under the Bank Credit Agreement.

     “Bank Collateral Agreement” means collectively that certain (a) US Collateral Agreement, dated as of August 20, 2007, by Exterran Holdings, Inc., Exterran, Inc., Exterran Energy Solutions, L.P., EI Leasing LLC and UCI MLP LP LLC in favor of Wachovia Bank, National Association, as US Administrative Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, (b) Pledge and Security Agreement, dated as of August 20, 2007, by Exterran and certain of the subsidiaries of Exterran in favor of the Bank Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and (c) any other Security Instrument (as defined in the Bank Credit Agreement) from time to time outstanding.

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     “Bank Credit Agreement” means that certain Senior Secured Credit Agreement, dated as of August 20, 2007, among Exterran, EESLP, Universal Compression Canada Limited Partnership, the Bank Agent, Wachovia Capital Finance Corporation (Canada) as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., Calyon New York Branch, and Fortis Capital Corp., as Documentation Agents, and the Bank Lenders, as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

     “Bank Default” means an Event of Default (as defined in the Bank Credit Agreement) that has occurred and is continuing under the Bank Credit Agreement.

     “Bank Documents” means the Bank Credit Agreement, the Bank Collateral Agreement, the Secured Hedging Agreements, the Secured Treasury Management Agreement and each other agreement, document or instrument executed in connection with the Bank Credit Agreement or the Bank Collateral Agreement.

     “Bank Lenders” means the lenders from time to time party to the Bank Credit Agreement and the counterparties to the Secured Hedging Agreements.

     “Bankruptcy Code” means the Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

     “Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York, Minneapolis, Minnesota or Houston, Texas are authorized or obligated by law, executive order or governmental decree to be closed.

     “Collateral” means the Securitization Collateral and the Non-Securitization Collateral.

     “Collection Parties” means the Securitization Secured Parties and the Exterran Lenders.

     “Collections” means cash, checks and other instruments or any other method of payment and all other amounts whatsoever owned by, owing to or paid to (a) EESLP or its subsidiaries, (b) EESLP in its capacity as Manager, or (c) ABS 2007, in each case from time to time.

     “Compressor” means a natural gas or coal methane compressor equipment unit, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements, replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.

     “Disputed Allocations” has the meaning specified in Section 7(c) hereof.

     “Domestic Contract Compression Business” means (i) with respect to EESLP, the natural gas compression contract business of EESLP and its subsidiaries in the United States of America and (ii) with respect to ABS 2007, the natural gas compression contract business of ABS 2007 in the United States of America.

     “EESLP” has the meaning specified in clause (i) of the preamble hereto.

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     “EESLP Account” means account no. 4175-620527 maintained with the Intercreditor Collateral Agent on behalf of and in the name of EESLP.

     “EESLP Accountants” has the meaning specified in Section 7(a)(ii).

     “EI” means Exterran, Inc., a Texas corporation.

     “EI Lockbox Account” means the Lockbox Account under the Intercreditor and Collateral Agency Agreement of even date herewith among Exterran, Inc., Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, Wachovia Bank, National Association, the various financial institutions that may from time to time become parties thereto as Exterran Lenders and JPMorgan Chase Bank, N.A.

     “Enhancement Agreement” is defined in Appendix A to the Securitization Indenture.

     “Exterran” means Exterran Holdings, Inc., a Delaware corporation.

     “Exterran Lender Documents” means the credit agreements, reimbursement agreements, Secured Hedging Agreements, lease agreements, indentures, including, without limitation, the Bank Documents, that Exterran has entered into, or may enter into in the future, with various Exterran Lenders, pursuant to which Exterran has granted or may in the future grant to any or all such Exterran Lenders, a security interest in and Liens on any NonSecuritization Collateral.

     “Exterran Lenders” means the various lenders, lessors and/or owners, including, without limitation, the Bank Agent, the Bank Lenders and each Additional Exterran Lender, with which Exterran has entered into, or may enter into in the future, any Exterran Lender Document.

     “Exterran Obligations” means any and all sums owing under the Exterran Lender Documents and all other obligations, direct or contingent, joint, several or independent of Exterran or any other obligor under the Exterran Lender Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

     “Indenture Trustee” has the meaning specified in clause (iii) of the preamble hereto.

     “Intercreditor Collateral Agent” has the meaning specified in clause (vi) of the preamble hereto.

     “Interest Rate Hedge Provider” means any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to the Securitization Indenture.

     “Lien” means any security interest, lien (statutory or other), charge, pledge, equity, mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.

     “Lockbox Account” means the lockbox account number [n/a], and the related separate bank deposit account, account number 4175620527 maintained in the name of EESLP, subject to

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a right of control in favor of the Intercreditor Collateral Agent for the benefit of the Collection Parties and EESLP with the Intercreditor Collateral Agent. The remittance address to be used for payments and deposits to the Lockbox Account is Exterran Energy Solutions, L.P., P.O. Box 201160, Dallas, Texas 75320-1160.

     “Lockbox Agreements” has the meaning specified in Section 22 hereof.

     “Management Agreement” means that certain Management Agreement, dated as of August 20, 2007 by and between the Manager and ABS 2007, as such agreement may be amended, modified or supplemented from time to time.

     “Manager” has the meaning specified in clause (i) of the preamble hereto.

     “Misallocation” has the meaning specified in Section 7(b)(iii) hereof.

     “Non-Securitization Collateral” means (i) all Compressors and other assets received by EESLP or the Manager that do not constitute Securitization Collateral and (ii) all Non-Securitization Collections.

     “Non-Securitization Collections” means all Collections received by EESLP and/or the Manager that do not constitute Securitization Collections.

     “Noteholder” means a Person in whose name a Note is registered in accordance with the terms of the Securitization Indenture.

     “Notes” means any of the promissory notes executed by ABS 2007 and authenticated by or on behalf of the Indenture Trustee pursuant to and issued under the Securitization Indenture.

     “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership or other entity.

     “Related Documents” is defined in Appendix A to the Securitization Indenture.

     “Repetitive Wire Instructions” means a notice substantially in the form of Exhibit “A” attached hereto.

     “Requisite Global Majority” is defined in Appendix A to the Securitization Indenture.

     “Returned Items” has the meaning specified in Section 9(b)(ii) hereof.

     “Secured Hedging Agreements” has the meaning assigned in the Bank Collateral Agreement.

     “Secured Treasury Management Agreement” has the meaning specified in the Bank Collateral Agreement.

     “Securitization Account” has the meaning specified in Section 7(b)(ii) hereof, which account shall initially be the Trust Account.

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     “Securitization Accountants” has the meaning specified in Section 7(a)(ii) hereof.

     “Securitization Collateral” means, collectively, all right, title and interest of ABS 2007 in the property and rights subject to the security interest granted by ABS 2007 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts).

     “Securitization Collections” has the meaning specified in Section 2 hereof.

     “Securitization Compressors” means, as of any date of determination, all Compressors owned by ABS 2007 as of such date.

     “Securitization Default” means a Manager Default (as defined in Appendix A to the Securitization Indenture), an Event of Default (as defined in Appendix A to the Securitization Indenture) or a Exterran Event (as defined in Appendix A to the Securitization Indenture).

     “Securitization Documents” means the Securitization Indenture, the Enhancement Agreements, the Management Agreement, each other Related Document (as defined in Appendix A to the Securitization Indenture) and each other agreement, document or instrument executed in connection with the Securitization Indenture.

     “Securitization Indenture” means that certain Indenture, dated as of August 20, 2007, between ABS 2007 and the Indenture Trustee, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including any supplements thereto.

     “Securitization Obligations” means, collectively, (a) any and all sums owing (i) to the Noteholders under the Securitization Indenture, (ii) to any Series Enhancer, including under any Enhancement Agreement, (iii) to the Indenture Trustee under the Securitization Indenture or any other Securitization Document and (iv) to the Interest Rate Hedge Providers and (b) without duplication of amounts described in clause (a), all other obligations, direct or contingent, joint, several or independent of ABS 2007, or any other obligor under the Securitization Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

     “Securitization Secured Parties” means, collectively, the Indenture Trustee, ABS 2007, each Series Enhancer, each Interest Rate Hedge Provider, and the Noteholders.

     “Series Enhancer” is defined in Appendix A to the Securitization Indenture.

     “Trust Account” is defined in Appendix A to the Securitization Indenture.

     “UCC” means the Uniform Commercial Code (or any successor statute) of the State of New York as in effect from time to time or of any other state or jurisdiction the laws of which are required by Section 9-301 thereof to be applied in connection with the issue of perfection of security interests.

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     “UCLP” means Universal Compression Partners, L.P., a Delaware limited partnership.

     “Unallocated Collections” has the meaning specified in Section 7(a)(ii) hereof.

     “User” means any Person (other than ABS 2007) that contracts or subcontracts for the service of any Securitization Compressor.

     “User Contract” means any contract with respect to the service of one or more Securitization Compressors entered into between the ABS 2007 (or Exterran acting on behalf of ABS 2007), as obligor, and a User, as obligee.

     Section 2. Securitization Collections. The following shall constitute the “Securitization Collections”:

     (a) all Collections in respect of ABS 2007’s Domestic Contract Compression Business, including, without limitation, any and all contract payments under User Contracts of the Securitization Compressors;

     (b) all Collections in respect of the sale, transfer or disposition of any Securitization Collateral and all Collections in respect of any casualty or other event of loss affecting any Securitization Collateral; and

     (c) all proceeds and products of any and all of the foregoing.

     Section 3. Acknowledgments Regarding Securitization Collateral. Each Exterran Lender party hereto hereby acknowledges and agrees that, until all Securitization Obligations shall have been paid in full in cash:

     (a) In the event that any Liens on or security interest in all or any portion of the Securitization Collateral at any time exists in favor of any Exterran Lenders, each such Exterran Lender will, immediately upon the request of the Indenture Trustee, release or otherwise terminate such security interest in and Lien upon such Securitization Collateral and such Exterran Lender will immediately deliver such release documents as the Indenture Trustee may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Securitization Collateral now or at any time hereafter granted by ABS 2007 to the Indenture Trustee or, pursuant to the Securitization Documents, secure the Securitization Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Securitization Collateral heretofore, now or at any time hereafter granted by Exterran to any Exterran Lender, either pursuant to the Exterran Lender Documents or otherwise (and, as such, any interest of any Exterran Lender in the Securitization Collections and the Securitization Collateral shall be at all times subordinated to the interest of the Indenture Trustee therein), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 3(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Securitization

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Obligations or the Securitization Documents, on the one hand, or the Exterran Obligations or the Exterran Lender Documents, on the other hand, nor by any action or inaction which the Indenture Trustee, or any other beneficiary under the Securitization Indenture may take or fail to take in respect of the Securitization Collections and the Securitization Collateral.

     (c) Each Exterran Lender hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Lien) it may have, now or in the future, to the Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Securitization Collateral, including, without limitation, the Securitization Collections, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Securitization Collateral, including, without limitation, the Securitization Collections, or (iii) contact any. Users or other Persons that are account debtors or obligees with respect to any Securitization Collateral, to the extent such contact relates to any User Contract or other Securitization Collateral.

     Section 4. Acknowledgment Regarding Non-Securitization Collateral. The Indenture Trustee hereby acknowledges and agrees that, so long as any Exterran Obligations are outstanding:

     (a) In the event that any Liens on or security interest in all or any portion of the Non-Securitization Collateral at any time exists in favor of the Indenture Trustee, the Indenture Trustee will, immediately upon the request of EESLP or the Bank Agent, release or otherwise terminate such security interest in and Lien upon such Non-Securitization Collateral and the Indenture Trustee will immediately deliver such release documents as EESLP or the Bank Agent may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Non-Securitization Collateral now or at any time hereafter granted by EESLP to any Exterran Lender pursuant to the Exterran Lender Documents, secure the Exterran Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Non-Securitization Collateral heretofore, now or at any time hereafter granted to the Indenture Trustee, either pursuant to the Securitization Documents or otherwise (and, as such, any interest of the Indenture Trustee in the Non-Securitization Collections and the Non-Securitization Collateral shall be at all times subordinated to the interest of any such Exterran Lender), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 4(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Exterran Obligations or the Exterran Lender Documents, on the one hand, or the Securitization Obligations or the Securitization Documents, on the other hand, nor by any action or inaction which the Exterran Lenders may take or fail to take in respect of the Non-Securitization Collateral.

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     (c) The Indenture Trustee hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Liens) it may have, now or in the future, to the Non-Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Non-Securitization Collateral, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Non-Securitization Collateral, or (iii) contact any parties who are account debtors or obligees with respect to Non-Securitization Compressors to the extent such contact relates to the Non-Securitization Collateral.

     Section 5. Intercreditor Collateral Agent.

     (a) Appointment. Each of the Collection Parties and EESLP hereby designates the Intercreditor Collateral Agent to act, and the Intercreditor Collateral Agent hereby accepts such designation to act, as specified herein and as such Collection Party’s nominee and agent under the Exterran Lender Documents and under the Securitization Documents, as the case may be, and, in the case of EESLP, to act as EESLP’s nominee and agent under the Exterran Lender Documents, the Securitization Documents and otherwise for EESLP in its own capacity, to hold for such Collection Party’s and EESLP’s respective benefit, as its interest may appear, all Collections from the Collateral that may from time to time be in the possession or control of the Intercreditor Collateral Agent in the Lockbox Account. Without prejudice to the rights of the Collection Parties to enforce the Securitization Documents and the Exterran Lender Documents, as applicable, each of the Collection Parties and EESLP hereby irrevocably authorizes the Intercreditor Collateral Agent to take such action, to exercise such powers and remedies and to perform such duties hereunder as are specifically provided or delegated to or required of the Intercreditor Collateral Agent by the terms hereof and such other powers as are reasonably incidental thereto. The Intercreditor Collateral Agent may perform any of its duties hereunder by or through its agents or employees.

     (b) Duties of Intercreditor Collateral Agent.

     (i) The Intercreditor Collateral Agent shall not be deemed to have any knowledge (imputed or otherwise) of: (A) any of the terms or conditions of the Exterran Lender Documents, the Securitization Documents or any documents referred to therein or relating to any financing arrangement between or among any of the Collection Parties and/or EESLP, or any other party, or any breach thereof, or (B) any occurrence or existence of a default thereunder. The Intercreditor Collateral Agent has no obligation to inform any Person of any breach under any such Exterran Lender Document or Securitization Document or take any action in connection with any of the foregoing, except such actions as are specified in this Agreement.

     (ii) The Intercreditor Collateral Agent is not responsible for the enforceability or validity of any security interest in the Collateral and the Lockbox Account.

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     (iii) The Intercreditor Collateral Agent shall have no duties or responsibilities to the Collection Parties or EESLP except those expressly set forth or described herein and the duty to exercise “ordinary care” with respect to the Collections in its possession or under its control and as required by applicable law. With respect to the immediately preceding sentence, the Intercreditor Collateral Agent shall be deemed to have exercised “ordinary care” if its action or failure to act is in conformity with general banking usages or is otherwise in accordance with commercially reasonable practices of the banking industry. Except as set forth above with respect to the Intercreditor Collateral Agent’s duties with respect to the Collections in its possession or under its control, neither the Intercreditor Collateral Agent nor any of its officers, directors, employees or agents shall be liable to the Collection Parties or EESLP for any action taken or omitted by it as such hereunder, or in connection herewith, unless caused by its or their gross negligence or willful misconduct.

     (iv) The duties of the Intercreditor Collateral Agent as agent of the Collection Parties and EESLP shall be mechanical and administrative in nature. The Intercreditor Collateral Agent shall not have, by reason of this Agreement or any Securitization Document or Exterran Lender Document, a fiduciary relationship in respect of any Collection Parties or EESLP and nothing herein expressed or implied, is intended to or shall be so construed as to impose upon the Intercreditor Collateral Agent any obligations in respect of any Securitization Document or Exterran Lender Document except as expressly set forth herein. The Intercreditor Collateral Agent shall not be liable for consequential, incidental or special damages even if it has been advised of the possibility of same. The Intercreditor Collateral Agent shall not be liable for failure to perform its obligations when the failure arises out of causes beyond its control, including, without limitation, an act of a governmental or regulatory authority, an act of God, accident, equipment failure, labor disputes or system failure, provided it has exercised commercially reasonable diligence with respect thereto.

     (c) Reliance of the Intercreditor Collateral Agent. The Intercreditor Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message that the Intercreditor Collateral Agent reasonably believes in good faith to be signed, sent or made by any apparently authorized person or entity, with respect to all matters pertaining to the Collateral (including, without limitation, the Collections) and the Lockbox Account and its duties hereunder. Neither any Collection Party nor EESLP shall have any right of action whatsoever against the Intercreditor Collateral Agent as a result of the Intercreditor Collateral Agent acting or refraining from acting based upon instructions given to the Intercreditor Collateral Agent pursuant to and consistent with this Agreement to so act or refrain from acting, provided that such action or refraining from acting is in accordance with this Agreement. Unless expressly provided herein, the Intercreditor Collateral Agent shall have a reasonable opportunity to act after the receipt of any notice or instruction as described herein.

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     Section 6. Establishment of Accounts: Deposit of Collections.

     (a) EESLP shall cause the Lockbox Account to be maintained with the Intercreditor Collateral Agent. The Lockbox Account shall at all times be held in the name of EESLP, but under the exclusive dominion and control of, the Intercreditor Collateral Agent for the benefit of the Collection Parties and EESLP, at the expense of EESLP. EESLP in its individual capacity agrees that the Lockbox Account shall be under the exclusive dominion and control of the Intercreditor Collateral Agent and that it shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto, except with respect to Non-Securitization Collections constituting Non-Securitization Collateral to the extent provided in Section 7(b)(i) hereof and with respect to Securitization Collections constituting Securitization Collateral pursuant to Section 7(b)(ii) hereof. The Collection Parties hereby agree that the Lockbox Account shall be under the exclusive dominion and control of the Intercreditor Collateral Agent and the Collection Parties shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto. Each of EESLP and the Intercreditor Collateral Agent agrees that it shall not transfer any funds from the Lockbox Account to the Securitization Account or the EESLP Account or to any other account unless such transfer is in accordance with Section 7 or Section 8 hereof.

     (b) Without limiting the effectiveness of the security interests or Liens granted under the Securitization Indenture or any other Securitization Document, ABS 2007, hereby assigns, conveys, mortgages and hypothecates to the Intercreditor Collateral Agent, for the benefit of the Indenture Trustee, and hereby pledges and grants to the Intercreditor Collateral Agent, for the benefit of the Indenture Trustee, a security interest in and a continuing Lien on, all of ABS 2007’s right, title and interest, whether now owned or existing or hereafter created or acquired in, to and under the Lockbox Account, including, without limitation, any and all deposits, monies, securities or other property (including any investment property) from time to time in or constituting the Lockbox Account, including any Collections in respect of any Securitization Collateral, as security for its obligations under this Agreement and the Securitization Documents.

     (c) EESLP, in its own capacity, as Manager under the Securitization Documents (when it serves in that capacity) and as manager and/or collection agent from time to time for various third parties, in each such capacity, hereby assigns, conveys, mortgages and hypothecates to the Intercreditor Collateral Agent, for the benefit of the Exterran Lenders and the Securitization Secured Parties (and the successors and assigns of any of them), and hereby pledges and grants to the Intercreditor Collateral Agent, for the benefit of the Exterran Lenders and the Securitization Secured Parties (and for the benefit of the successors and assigns of any of them), as their interests may appear, a security interest in and a continuing Lien on, all of EESLP’s right, title and interest, whether now owned or existing or hereafter created or acquired in, to and under Lockbox Account, including, without limitation, any and all deposits, monies, securities or other property (including any investment property) from time to time in or constituting the Lockbox Account, including any Collections from the Domestic Contract Compression Business in respect of any Securitization Collateral and Non-Securitization Collateral, as

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security for its obligations under this Agreement, the Securitization Documents and the Exterran Lender Documents.

     (d) The parties hereto each agree and acknowledge that (i) the security interests and Liens granted pursuant to this Section 6 constitute “control” under and for purposes of Section 9104(a)(1) of the UCC for the benefit of the various parties named herein, (ii) Wells Fargo Bank, National Association, in its individual capacity and as the Intercreditor Collateral Agent, will, for purposes of Section 9-104(a)(2) and Sections 8-106 and 8-501 of the UCC, for the benefit of the Indenture Trustee, comply with instructions originated by the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds in the Lockbox Account that are properly allocable to the Securitization Collateral pursuant to Section 7 and 8 hereof without further notice by or to any party and (iii) the Intercreditor Collateral Agent’s jurisdiction for purposes of Article 9-304 of the UCC is New York. Notwithstanding the foregoing, the Intercreditor Collateral Agent and each of the Collection Parties agree that EESLP shall have the right to allocate Collections in the Lockbox Account to the extent provided in Section 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof and disburse any Non-Securitization Collections to the extent so permitted in accordance with Section 7(b)(i) hereof.

     (e) EESLP shall (i) cause all Collections with respect to the Domestic Contract Compression Business, including, without limitation, all contract payments made by Users, account debtors, obligees or sub-obligees of Securitization Compressors and by account debtors, obligees or sub-obligees of any Non-Securitization Compressors, all casualty proceeds from Securitization Compressors and Non-Securitization Compressors, all other payments from the Domestic Contract Compression Business in respect of the Securitization Collateral and Non-Securitization Compressors paid by account debtors, and other obligors in respect thereof, to be deposited directly in, or credited directly to, the Lockbox Account and (ii) notify all persons and entities obligated to EESLP, or making payments to EESLP for the benefit of any other Person, in respect of the Domestic Contract Compression Business to make all such payments directly into the Lockbox Account. For the avoidance of doubt, any receipts of funds in respect of contract payments made by users, account debtors, obligees or sub-obligees of compressors owned by UCLP or any subsidiary of UCLP, and any casualty proceeds or other proceeds payable to or receivable by UCLP or such subsidiary are not to be deposited in the Lockbox Account.

     Section 7. Allocation of Collections: Disbursements of Collections.

     (a) Allocations.

     (i) On each Business Day, EESLP shall allocate all Collections then on deposit in or constituting the Lockbox Account between Securitization Collections and Non-Securitization Collections and provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which

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such allocations are made, provided, however, that until November 20, 2007, such allocations and notice shall be made as soon as possible but no later than the Business Day following that date of receipt of the related Collections. EESLP will do monthly reallocations of Collections related to Securitization Compressors transferred in or out of the Securitization Collateral during such period.

     (ii) In the event the Bank Agent at any time or for any reason questions any Allocated Collection, EESLP agrees to promptly cooperate and direct the EESLP Accountants (as defined below) to work with the Bank Agent and its representatives to explain such Allocated Collection and provide such other information regarding same as reasonably requested from time to time by the Bank Agent. The Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint an independent accounting firm (the “Securitization Accountants”) to examine, from time to time, the books and records of EESLP that would constitute the basis for properly allocating any Collections then on deposit in the Lockbox Account that have theretofore not been allocated (collectively, the “Unallocated Collections”), including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with EESLP’s in-house accountants (the “EESLP Accountants”) (and EESLP hereby agrees that it shall direct the EESLP Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Unallocated Collections and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and EESLP shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such allocations in each case; provided, however, that if the EESLP Accountants and the Securitization Accountants are not able to agree on the allocation of such Unallocated Collections within five (5) Business Days, then EESLP (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall select another nationally recognized accounting firm (the “Allocation Accounting Firm”) which is reasonably acceptable to EESLP and the Indenture Trustee to determine the proper allocation of such Unallocated Collections. The determination of such Allocation Accounting Firm shall be final and binding upon EESLP, the Bank Agent, the other EESLP Lenders, the Indenture Trustee and the Requisite Global Majority, and EESLP shall promptly provide notice of such appointment to the Bank Agent. EESLP agrees that it shall make the Bank Agent privy to all communications involving the Allocation Accounting Firm relating to the proper allocation of such Unallocated Collections and the Bank Agent shall be entitled to communicate with EESLP and the Allocation Accounting Firm regarding the same. EESLP shall allocate all Unallocated Collections (a) as mutually agreed by the EESLP Accountants and the Securitization Accountants or (b) as determined by the Allocation Accounting Firm pursuant to this Section 7(a)(ii), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile

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or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made.

     (iii) In the event that EESLP is replaced as Manager, then allocations of Collections pursuant to Section 7(a)(i) or 7(a)(ii) above shall be made in good faith based upon the information provided by the replacement Manager.

     (iv) Notwithstanding anything contained herein to the contrary, each of the parties hereto agrees that the provisions of Sections 3 and 4 above constitute a “subordination agreement” for purposes of Section 510(a) of the Bankruptcy Code.

     (v) Each party hereto agrees that it will abide by allocations of Collections held in the Lockbox Account made in accordance with this Section 7(a).

     (b) Disbursements.

     (i) So long as the Intercreditor Collateral Agent has not received notice pursuant to Section 8(b) or 8(c) to the effect that a Securitization Default or Bank Default, respectively, has occurred (and had a commercially reasonable opportunity to act thereon) on any Business Day, after EESLP makes any allocation of Collections pursuant to Sections 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof, EESLP may use electronic banking methods acceptable to the Intercreditor Collateral Agent and consistent with past practice to direct the Intercreditor Collateral Agent to transfer collected funds from the Lockbox Account to the EESLP Account in an amount in the aggregate equal to the Allocated Collections constituting Non-Securitization Collections, prior to the close of business on such day; provided, however, that until such times as EI and EESLP use the same accounting software for tracking and allocating receipts EESLP may use such methods to direct the Intercreditor Collateral Agent to transfer, prior to the close of business on such day, collected funds from the Lockbox Account to the EI Lockbox Account in an amount equal to the Allocated Collections constituting Non-Securitization Collections from the use of Compressors that had been owned prior to August 20, 2007 by EI or any of its subsidiaries; provided further, however, (i) if such electronic banking methods are not available due to force majeure, such transfer shall be made as promptly as practicable after such electronic banking methods resume and (ii) to the extent EESLP is obligated by Applicable Law to obtain evidence of approvals to make such transfers and it is not practicable to obtain such evidence or approvals on such Business Day, such transfer shall be made by noon Central Time on the next Business Day. After the occurrence of a Securitization Default or a Bank Default, Allocated Collections constituting Non-Securitization Collections shall be disbursed in accordance with Section 8(c) hereof.

     (ii) So long as the Intercreditor Collateral Agent has not received notice pursuant to Section 8(b) or 8(c) to the effect that a Securitization Default

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or a Bank Default, respectively, has occurred (and has had a commercially reasonable opportunity to act thereon), on the same Business Day as EESLP makes any allocation of Collections pursuant to Section 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof, prior to the close of business on such day, EESLP will use electronic banking methods acceptable to the Intercreditor Collateral Agent and consistent with past practice to direct the Intercreditor Collateral Agent to transfer funds from the Lockbox Account to the Trust Account or the account specified by the Indenture Trustee (at the direction of the Requisite Global Majority) in the then current Repetitive Wire Instructions delivered to the Intercreditor Collateral Agent (such account, or any other account that may be specified by the Indenture Trustee in a subsequent delivery of Repetitive Wire Instructions, the “Securitization Account”) in an amount equal to the Allocated Collections constituting Securitization Collections. After the occurrence of a Securitization Default or a Bank Default, Allocated Collections constituting Securitization Collections shall be disbursed in accordance with Section 8(b) hereof.

     (iii) In the event that an allocation of Collections under Section 7(a) or disbursement of Allocated Collections pursuant to Section 7(b) is made to (A) the EESLP Account in excess of the Non-Securitization Collections or (B) the Securitization Account in excess of the Securitization Collections (any such event in clauses (A) and (B) above, a “Misallocation”), then EESLP shall immediately notify the Indenture Trustee and the Bank Agent thereof, and (x) in the case of a Misallocation described in clause (A) above, EESLP and the Exterran Lenders and (y) in the case of a Misallocation described in clause (B) above, the Indenture Trustee, shall, upon receipt of such written notice from EESLP to the effect of the foregoing, hold such amount for the benefit of the Intercreditor Collateral Agent and the Securitization Secured Parties or the Exterran Lenders, as applicable, and remit and pay over any and all such amounts received to the Intercreditor Collateral Agent for proper allocation in accordance with the provisions of Section 7(a) above or Section 7(c) or 8(a) below (as applicable), to the extent that such amounts are still held by such Person. In the event that any Misallocation occurs, EESLP covenants and agrees to deposit into the Lockbox Account an amount in cash equal to such Misallocation (net of any portion thereof that has been paid over by the Exterran Lenders or the Indenture Trustee pursuant to the preceding sentence) for proper allocation and disbursement in accordance with the provisions hereof within three (3) Business Days after the earlier of the date on which EESLP shall have knowledge thereof and the date on which EESLP receives notice from any other Person (including pursuant to the procedures described in Section 7(c) hereof) of such Misallocation.

     (c) Disputed Allocations.

In the event that the Indenture Trustee (acting at the direction of the Requisite Global Majority) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “Disputed Allocations”), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to

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examine, from time to time, the books and records of EESLP which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the EESLP Accountants (and EESLP hereby agrees that it shall direct the EESLP Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and EESLP shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the EESLP Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then EESLP (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Finn shall be final and binding upon EESLP, the Bank Agent, the Other Exterran Lenders, the Indenture Trustee and the Requisite Global Majority. EESLP shall allocate all Disputed Allocations (i) as mutually agreed by the EESLP Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made.

     (i) In the event the Bank Agent at any time or for any reason questions any Allocated Collection, EESLP agrees to promptly cooperate and direct the EESLP Accountants to work with the Bank Agent and its representatives to explain such Allocated Collection and provide such other information regarding same as reasonably requested from time to time by the Bank Agent.

     Section 8. Monitoring of Allocation Process; Effect of a Securitization Default; Effect of a Bank Default.

     (a) Monitoring of Allocation Process. The Indenture Trustee (acting at the direction of the Requisite Global Majority or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to examine, from time to time, the books and records of EESLP that would constitute the basis for properly allocating the Collections, including, without limitation, any User Contracts, contracts, agreements and invoices in respect thereof, and such Securitization Accountants shall (i) cooperate with the EESLP Accountants (and EESLP hereby agrees that it shall direct the EESLP Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of all Collections from time to time on deposit in the Lockbox Account and (ii) have access to such books and records that would constitute the basis for properly allocating the Collections, including, without limitation, any User Contracts, contracts, agreements and invoices in respect thereof, and any other resources of EESLP reasonably necessary to monitor the allocation process on a day-to-day basis with respect to all current or future

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allocations of Collections received by or in the Lockbox Account as set forth in this Agreement; provided, however, that if the EESLP Accountants and the Securitization Accountants are not able to agree on the allocation of any such Collections, then EESLP (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority) shall appoint the Allocation Accounting Firm to determine the proper allocation of all such Collections and all future Collection from such date. The Indenture Trustee shall have no duty to monitor the allocation process pursuant to Section 7 or 8 hereof, and shall take action only upon the receipt of direction from the Requisite Global Majority. Upon and after the exercise by the Indenture Trustee’s rights under this Section 8(a), EESLP shall allocate all Collections then on deposit in the Lockbox Account and all future Collections received by or deposited in the Lockbox Account (x) as mutually agreed by the EESLP Accountants and the Securitization Accountants or (y) as determined by the Allocation Accounting Firm pursuant to this Section 8(a), and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made.

     (b) Effect of a Securitization Default. After the occurrence of a Securitization Default the Indenture Trustee shall notify the Intercreditor Collateral Agent to such effect and after the Intercreditor Collateral Agent has received such notice and has had a commercially reasonable opportunity to act thereon, then, subject to the other provisions of this Agreement and to the terms of the Securitization Documents, (i) the Intercreditor Collateral Agent shall take such steps as may be instructed in writing by the Indenture Trustee (as directed by the Requisite Global Majority) to receive, hold and distribute all or any portion of the Securitization Collateral (including, without limitation, any Securitization Collections) and proceeds thereof and to comply with its other obligations set forth in this Agreement, and (ii) the Indenture Trustee (at the direction of the Requisite Global Majority) may take such steps as it is entitled to take under the Securitization Documents with respect to enforcement of any Securitization Document and collection and realization of the Securitization Collateral (or any portion thereof) and the proceeds thereof. In permitting the Indenture Trustee to distribute Securitization Collateral from the Lockbox Account pursuant to this Section 8(b), the Intercreditor Collateral Agent may rely conclusively on the notice provided by the Indenture Trustee to the effect that a Securitization Default has occurred without conducting any independent investigation thereof and notwithstanding any assertion or evidence to the contrary.

     (c) Effect of a Bank Default. After the occurrence of a Bank Default the Bank Agent shall notify the Intercreditor Collateral Agent to such effect and after the Intercreditor Collateral Agent has received such notice and has had a commercially reasonable opportunity to act thereon, then, subject to the other provisions of this Agreement and to the terms of the Bank Documents, (i) the Intercreditor Collateral Agent shall take such steps as may be instructed in writing by the Bank Agent to receive, hold and distribute all or any portion of the Bank Collateral and proceeds thereof and to comply with its other obligations set forth in this Agreement, and (ii) the Bank Agent may take such steps as it is entitled to take under the Bank Documents with respect to

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enforcement of any Bank Document and collection and realization of the Bank Collateral (or any portion thereof) and the proceeds thereof. In permitting the Indenture Trustee to distribute Non-Securitization Collateral from the Lockbox Account pursuant to this Section 8(c), the Intercreditor Collateral Agent may rely conclusively on the notice provided by the Bank Agent to the effect that a Bank Default has occurred without conducting any independent investigation thereof and notwithstanding any assertion or evidence to the contrary.

     (d) Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from the Lockbox Account only in accordance with instructions from EESLP or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EESLP, the Bank Agent and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EESLP, the Bank Agent and the Indenture Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds on the Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent shall not have received appropriate instructions within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement, and the Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.

     Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right of Set-off.

     (a) EESLP shall be liable to pay to the Intercreditor Collateral Agent from time to time reasonable compensation for its services. EESLP shall be liable to reimburse the Intercreditor Collateral Agent upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Intercreditor Collateral Agent’s agents and counsel and all fees, costs and expenses of any

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Securitization Accountants and/or Allocation Accounting Firm engaged pursuant to the terms hereof. EESLP shall indemnify the Intercreditor Collateral Agent for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable attorney’s fees and expenses), loss or liability incurred by it without gross negligence or bad faith on its part, arising out of or in connection with the performance of its rights or duties hereunder, the Lockbox Account and the services provided in conjunction therewith. The Intercreditor Collateral Agent shall notify EESLP promptly of any claim asserted against the Intercreditor Collateral Agent for which it may seek indemnity. However, failure by the Intercreditor Collateral Agent to notify EESLP shall not relieve EESLP of its obligations hereunder. Upon the Intercreditor Collateral Agent’s request, EESLP shall defend the claim and the Intercreditor Collateral Agent shall provide reasonable cooperation at EESLP’s expense in the defense. The Intercreditor Collateral Agent may have separate counsel and EESLP shall be liable to pay the reasonable fees and expenses of such counsel. EESLP need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld or delayed. EESLP need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Intercreditor Collateral Agent through the Intercreditor Collateral Agent’s gross negligence or bad faith. Any amount due under this Section 9(a) that remains unpaid for thirty (30) days after notice thereof shall bear interest at the federal funds rate from the date of notice to the date of payment.

     (b) (i) Except as provided below, the Intercreditor Collateral Agent and Wells Fargo Bank, National Association, in its individual capacity, each hereby subordinates all Liens, encumbrances, claims and rights of setoff it may have, now or in the future, against the Lockbox Account or any Collateral or Collections (including checks or other items evidencing the same held therein) or any other property in such Lockbox Account to the prior payment in full in cash of all Securitization Obligations and Exterran Obligations and agree that the Liens and security interests securing such Securitization Obligations and Exterran Obligations are superior to any such Liens, encumbrances, claims and rights of setoff which the Intercreditor Collateral Agent or Wells Fargo Bank, National Association, in its individual capacity, might have or obtain in the Lockbox Account or any Collateral or Collections or any other property in such Lockbox Account.

     (ii) Notwithstanding the foregoing, the Intercreditor Collateral Agent and Wells Fargo Bank, National Association, in its individual capacity, may debit the Lockbox Account from time to time, for (a) checks and other items, including, without limitation, any automated clearinghouse transactions, which are returned for any reason (“Returned Items”), (b) necessary account adjustments, and (c) overdrafts; provided, however, no such offset shall be made unless the Intercreditor Collateral Agent advises EESLP of the amount thereof in accordance with the Intercreditor Collateral Agent’s current practice.

     (iii) In the event that any charges or fees are then due from EESLP or any other party hereto to the Intercreditor Collateral Agent under this Agreement or related to any Returned Items, the Lockbox Account or the services provided

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hereunder, EESLP agrees to pay such amounts to the Intercreditor Collateral Agent within thirty (30) days of EESLP’s receipt by the Intercreditor Collateral Agent of a written invoice therefor. In the event that EESLP fails to pay the amounts described in the preceding sentence within the time period set forth above, then the Intercreditor Collateral Agent shall have the right to debit the Lockbox Account for such amounts which obligation of EESLP shall not be relieved by any such offset or debit by the Intercreditor Collateral Agent (and, upon payment by EESLP of such amounts to the Intercreditor Collateral Agent, the Intercreditor Collateral Agent shall deposit such amounts into the Lockbox Account).

     (iv) In the event there are insufficient funds in the Lockbox Account to reimburse the Intercreditor Collateral Agent for the amount of any Returned Items or unpaid charges or fees for which the Intercreditor Collateral Agent is entitled to debit the Lockbox Account in accordance with clause (ii) or (iii) above, then EESLP shall (x) reimburse the Intercreditor Collateral Agent immediately upon demand and (y) to the extent Collections in respect of Returned Items have been disbursed to any Collection Party in accordance with the terms of this Agreement, may debit an amount equal to such disbursement from future allocations to such Collection Party.

     Section 10. Resignation by or Removal of Intercreditor Collateral Agent.

     (a) The Intercreditor Collateral Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least sixty (60) days’ prior written notice to each of EESLP, the Indenture Trustee and each Exterran Lender then party thereto. EESLP (with the consent of the Requisite Global Majority which consent shall not be unreasonably withheld) may, at any time, for or without cause, remove the Intercreditor Collateral Agent by giving at least twenty (20) days prior written notice to the Intercreditor Collateral Agent, the Indenture Trustee and each Exterran Lender then party thereto.

     (b) Upon the effectiveness of any such notice of resignation or removal given pursuant to Section 10(a) above, EESLP shall appoint a successor Intercreditor Collateral Agent hereunder (with the consent and approval of the Requisite Global Majority (such consent and approval not to be unreasonably withheld)) which shall be an incorporated bank or trust company and which shall execute counterparts hereof or such other instrument reasonably satisfactory to evidence acceptance of the duties and obligations of the Intercreditor Collateral Agent hereunder.

     (c) If a successor Intercreditor Collateral Agent shall not have been so appointed within the applicable notice period, the Requisite Global Majority shall then appoint a successor Intercreditor Collateral Agent which shall be a bank or trust company with a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and which shall execute counterparts hereof or such other instrument reasonably satisfactory to evidence acceptance of the duties and obligations of the Intercreditor Collateral Agent hereunder and which shall serve as

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Intercreditor Collateral Agent hereunder or thereunder until such time, if any, as EESLP appoints a successor Intercreditor Collateral Agent as provided above.

     (d) After the resignation or removal of any Intercreditor Collateral Agent pursuant to this Section 10, the provisions of Section 5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Intercreditor Collateral Agent hereunder, and Section 9(a) above shall continue to inure to its benefit.

     Section 11. No Implied Waivers, Etc. Except as expressly provided herein, nothing in this Agreement shall be deemed to constitute a waiver of or shall otherwise affect any of the interests, rights or remedies which either the Exterran Lenders or the Indenture Trustee may have under the Exterran Lender Documents or the Securitization Documents, respectively, or under applicable law.

     Section 12. Amendments. No term or provision of this Agreement may be amended, modified, waived, discharged or terminated orally and any such term or provision may only be amended, modified, waived, discharged or terminated by an instrument in writing signed by the Indenture Trustee (at the direction of the Requisite Global Majority), EESLP, the Bank Agent and the Intercreditor Collateral Agent; provided, however, that no such instrument or agreement shall amend, modify or waive any provision of this Agreement relating to the allocation of Collections hereunder or otherwise affect the rights of any Collection Party or EESLP to receive distributions and/or payments of Collections allocated hereunder or under any other Related Documents, without the written consent of such Collection Party or EESLP, as the case may be, then party to this Agreement (in addition to the other Parties required to consent thereto).

     Section 13. Benefit of Agreement; Joinder.

     (a) This Agreement is intended solely for the benefit of the Collection Parties and EESLP and their respective successors and assigns and no other Person shall have any right, power, benefit, privilege, priority or interest under or through this Agreement. Each party hereto agrees that, if the Indenture Trustee shall fail to act as directed by the Requisite Global Majority at any time at which it is so required hereunder or under any Related Documents, then the Requisite Global Majority shall be entitled to directly enforce the provisions of this Agreement or take any such action directly in its own capacity or on behalf of the Indenture Trustee.

     (b) Additional Exterran Lenders not initially party to this Agreement shall be entitled to participate in this Agreement, as it may from time to time be amended or supplemented, by executing a “Supplemental Agreement”, substantially in the form of Exhibit “B” hereto, accepting the terms of this Agreement, as amended and supplemented to the date of such execution. Upon execution and delivery of such “Supplemental Agreement”, such party shall become a Exterran Lender hereunder with the same force and effect as if originally named as a Exterran Lender herein. Such participation shall require the written approval of EESLP and the Intercreditor Collateral Agent but shall not require the further authorization or approval of any of the other parties hereto, provided that the participation in this Agreement by such additional party does not conflict with the Exterran Lender Documents or the Securitization Documents,

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and provided further that EESLP shall have given five (5) days’ prior written notice of the participation in this Agreement by such additional party to the Indenture Trustee and each Series Enhancer. EESLP shall promptly furnish each of the Indenture Trustee, each Series Enhancer and the Intercreditor Collateral Agent then party to this Agreement with a copy of the executed Supplemental Agreement with such additional party. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Exterran Lender as a party to this Agreement.

     Section 14. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction the substantive laws of which are held to be applicable hereto shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute a single agreement.

     Section 16. Notices. All notices and other communications provided to any party hereto under this Agreement shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth on the signature pages hereof or at such other address or facsimile number as may be designated by such party from time to time in a notice complying as to delivery with the terms of this section to the other parties. Any notice, if mailed or sent by courier or hand delivery, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when such notice is transmitted and receipt is confirmed by telephone or electronic means.

     Section 17. Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

     Section 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation, Section 5-1401 of the New York General Obligations Law, except that matters relating solely to the operations of the Lockbox Account and the payment of checks and other items governed by Articles 3 and 4 of the Uniform Commercial Code shall be governed by and construed in accordance with the laws of the State of Texas.

     Section 19. No Petition. (a) Each of the Exterran Lenders hereby covenants and agrees that (i) prior to the date which is one year and one day after the payment in full of all Securitization Obligations, it will not institute against or join any other Person in instituting against ABS 2007 or any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States, including, without limitation, the Bankruptcy Code, or any state of the United States, (ii) it will not seek to challenge or contest, in any proceeding, suit or action of any nature whatsoever or otherwise, any transfer, disposition, contribution to capital or “true sale” of any Securitization Collateral or other assets pursuant to any of the Securitization Documents and (iii) it will not seek, through

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any proceeding, suit or action of any nature whatsoever or otherwise, the consolidation, financial or otherwise, of ABS 2007 with any other Person.

     (b) The provisions of this Section 19 shall be continuing and shall survive any termination of this Agreement.

     Section 20. Insolvency. This Agreement shall be applicable both before and after the filing of any petition by or against EESLP under the Bankruptcy Code and all converted or succeeding cases in respect thereof, and all references herein to EESLP shall be deemed to apply to a trustee for EESLP, as the case may be, and EESLP, as debtor-in-possession. The relative rights of the Exterran Lenders and the Indenture Trustee in or to any allocation of or distributions or disbursements from or in respect of any Non-Securitization Collections or proceeds of Non-Securitization Collections, or Securitization Collections or proceeds of Securitization Collections, respectively, shall continue after the filing thereof on the same basis as prior to the date of the petition, notwithstanding any court order approving the financing of or use of cash collateral by EESLP as debtor-in-possession or by any trustee appointed in its case.

     Section 21. Termination. This Agreement shall terminate upon the indefeasible payment in full in cash of all Securitization Obligations and the satisfaction and discharge of the Securitization Indenture.

     Section 22. Entire Agreement. The provisions of the Intercreditor Collateral Agent’s commercial account agreement, wholesale lockbox agreement applicable to the Lockbox Account, or other treasury management agreement and related service terms governing the relationship between EESLP and the Intercreditor Collateral Agent with respect to the Lockbox Account and any other applicable account (collectively, the “Lockbox Agreements”) are incorporated by reference. In the event of conflict among the provisions of this Agreement and the Lockbox Agreements, the provisions of this Agreement shall control. This Intercreditor Agreement, and the other Related Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect thereto.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first written above.

EXTERRAN ENERGY SOLUTIONS, L.P., in its individual capacity and as Manager
By:	/s/ J. Michael Anderson J. Michael Anderson, Senior Vice President
	and Chief Financial Officer
Address:	4444 Brittmoore Road
	Houston, TX 77041
Facsimile No.: 713-466-6720 Telephone No.: 713-335-7295 Attn.: J. Michael Anderson

Signature Page to
Intercreditor and Collateral Agency Agreement

EXTERRAN ABS 2007 LLC
By:	/s/ J. Michael Anderson J. Michael Anderson, Senior Vice President
Address:	4444 Brittmoore Road
	Houston, TX 77041
Facsimile No.: 713-466-6720 Telephone No.: 713-335-7295 Attn.: J. Michael Anderson

Signature Page to
Intercreditor and Collateral Agency Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
By: Name:	/s/ Melissa Philibert Melissa Philibert
Title:	Vice President
Address:	MAC N9311-161
Sixth Street and Marquette Avenue Minneapolis, MN 55479
Facsimile No.: 612-667-3464 Telephone No.: 612-667-8058
Attn.: Corporate Trust Services — Asset-Backed Administration

Signature Page to
Intercreditor and Collateral Agency Agreement

WACHOVIA BANK, NATIONAL ASSOCIATION, as Bank Agent
By: Name:	/s/ Daniel Miller Daniel Miller
Title:	Managing Director
Address:	Structured Asset Finance
	301 S. College St., Mailcode:
	Charlotte, North Carolina 28288-0610
	Facsimile No.: 704-374-
	Telephone No.: 704-383-
Attn.: [Senior Vice President, Risk Management]

Signature Page to
Intercreditor and Collateral Agency Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Intercreditor Collateral Agent
By: Name:	/s/ Donald W. Herrick, Jr. Donald W. Herrick, Jr.
Title:	Vice President
Address:	1000 Louisiana, 9th Floor
	Houston, Texas 77002
Facsimile No.: 713-739-1087 Telephone No.: 713-319-1372

Signature Page to
Intercreditor and Collateral Agency Agreement

Exhibit “A”

FORM OF
REPETITIVE WIRE INSTRUCTIONS

To: Intercreditor Collateral Agent

     Reference is hereby made to that certain Intercreditor And Collateral Agency Agreement, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”), among Exterran Energy Solutions, L.P., in its individual capacity and as Manager (when it serves in such capacity), Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as the Bank Agent; Wells Fargo Bank, National Association, in its individual capacity and as collateral agent for the Securitization Secured Parties (as defined herein), the Exterran Lenders (as defined herein) and EESLP (in such capacity, together with its successors and permitted assigns, the “Intercreditor Collateral Agent”).

     Wells Fargo Bank, National Association, in its individual capacity and as the Intercreditor Collateral Agent and the Additional Exterran Lenders from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

     The undersigned, as Indenture Trustee, hereby notifies you that following account constitutes the “Securitization Account” for purposes of the Intercreditor Agreement, and all amounts required to be transferred pursuant to the Intercreditor Agreement to the Securitization Account shall be transferred electronically to such account in accordance therewith and at such times as required thereunder:

Bank Name:	Wells Fargo Bank, N.A.
ABA No.:	121000248
Account Number:	0001038377
Account Name:	Wells Fargo Corporate Trust
For further credit to:	Acct #22469401 Exterran Trust Acct
	Attn: Karleen Bratland 612-667-3536

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A-1

     You may rely on this notice and the account information for the Securitization Account set forth herein unless and until you receive a subsequent Repetitive Wire Instruction from the Indenture Trustee (in which case the instructions set forth herein shall be automatically terminated and you shall rely on the instructions set forth in such subsequent Repetitive Wire Instruction).

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

A-2

Exhibit “B”

FORM OF
SUPPLEMENTAL AGREEMENT

     This Supplemental Agreement, dated as of [___], 20[___] (as amended, supplemented or otherwise modified from time to time, this “Supplemental Agreement”), is by and among [                                                            ] (the “New Exterran Lender”), Exterran Energy Solutions, L.P., in its individual capacity and as Manager under the Management Agreement (as defined below), when and if it is serving in such capacity (“EESLP”), and Wells Fargo Bank, National Association, in its capacity as Intercreditor Collateral Agent (the “Intercreditor Collateral Agent”) under the Intercreditor Agreement (as defined below). Capitalized terms used in this Supplemental Agreement but not defined herein shall have the meanings assigned to such terms in the Intercreditor and Collateral Agency Agreement, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”), among EESLP, UCO Compression 2005 LLC, a Delaware limited liability company, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as the Bank Agent, the Intercreditor Collateral Agent and the Additional Exterran Lenders from time to time party thereto.

     Accordingly, EESLP, the Intercreditor Collateral Agent and the New Exterran Lender agree as follows:

     Section 1. The New Exterran Lender hereby acknowledges that it has received and reviewed a copy of the Intercreditor Agreement as in effect on the date hereof and agrees:

     (a) that by its execution and delivery hereof, it has joined the Intercreditor Agreement as a Exterran Lender party thereto with the same force and effect as if originally signatory thereof and named therein as a Exterran Lender;

     (b) to be bound by all covenants, agreements and acknowledgments attributable to a Exterran Lender in the Intercreditor Agreement; and

     (c) to perform all obligations required of it by the Intercreditor Agreement.

Each reference to a “Exterran Lender” in the Intercreditor Agreement shall be deemed to include the New Exterran Lender. The Intercreditor Agreement is hereby incorporated herein by reference.

     Section 2. The New Exterran Lender represents and warrants to EESLP and the Intercreditor Collateral Agent that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

     Section 3. This Supplemental Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplemental Agreement shall become effective when the Intercreditor Collateral Agent shall have received counterparts of this Supplemental Agreement that, when taken

B-1

together, bear the signatures of the New Exterran Lender, EESLP and the Intercreditor Collateral Agent. Delivery of an executed signature page to this Supplemental Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Supplemental Agreement.

     Section 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

     Section 5. In case any one or more of the provisions contained in this Supplemental Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     Section 6. All communications and notices hereunder shall be in writing and given as provided in Section 16 of the Intercreditor Agreement. All communications and notices hereunder to the New Exterran Lender shall be given to it at the address set forth under its signature below.

     Section 7. The New Exterran Lender agrees to reimburse the Intercreditor Collateral Agent for its out-of-pocket expenses in connection with this Supplemental Agreement, including the fees, disbursements and other charges of counsel for the Intercreditor Collateral Agent.

     Section 8. THIS SUPPLEMENTAL AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW.

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B-2

     IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Agreement to be duly executed and delivered by its proper and duly authorized officer as of this                      day of                                                             .

[NEW EXTERRAN LENDER]

By:

Name:

Title:

Address:

EXTERRAN ENERGY SOLUTIONS, L.P.

By:

Name:

Title:

Wells Fargo Bank, National Association
as Intercreditor Collateral Agent

By:

Name:

Title:

B-3

EX-10.14

EXHIBIT 10.14

HANOVER COMPRESSOR COMPANY,

EXTERRAN HOLDINGS, INC.,

and

WILMINGTON TRUST COMPANY

as Trustee

First Supplemental Indenture

Dated as of August 20, 2007

to

Indenture

Dated as of March 15, 2001,

4.75% Convertible Senior Notes due 2008

FIRST SUPPLEMENTAL INDENTURE

     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2007 (this “First Supplemental Indenture”), is by and among Hanover Compressor Company, a Delaware corporation (“Hanover”), Exterran Holdings, Inc., a Delaware corporation (“Exterran”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”). All capitalized terms used in this First Supplemental Indenture without definition shall have the meanings specified in the Original Indenture referred to below, unless otherwise specified.

WITNESSETH:

     WHEREAS, Hanover has heretofore executed and delivered to the Trustee an Indenture, dated as of March 15, 2001 (the “Original Indenture”), pursuant to which Hanover issued its 4.75% Convertible Senior Notes due 2008 in the aggregate principal amount of $192,000,000, convertible under certain circumstances into shares of Hanover Common Stock (as defined below);

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of February 5, 2007, by and among Hanover, Universal Compression Holdings, Inc. (“Universal”), Exterran, Ulysses Sub, Inc., a wholly owned subsidiary of Exterran, and Hector Sub, Inc., a wholly owned subsidiary of Exterran, as amended (the “Merger Agreement”), (i) Ulysses Sub, Inc. will merge with and into Universal with Universal as the surviving corporation (the “Universal Merger”) and (ii) immediately following the Universal Merger, Hector Sub, Inc. will merge with and into Hanover with Hanover as the surviving corporation (such merger the “Hanover Merger”, and together with the Universal Merger, the “Mergers”);

     WHEREAS, as a result of the Mergers, Universal and Hanover will become wholly owned subsidiaries of Exterran;

     WHEREAS, pursuant to the Mergers, each outstanding share of Hanover Common Stock will be converted into the right to receive 0.325 shares of Exterran Common Stock for each share of common stock, par value $0.001 per share, of Hanover in accordance with the terms of the Merger Agreement;

     WHEREAS, Section 14.04 of the Original Indenture effectively obligates Exterran to execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding will have the right to convert such Security into the merger consideration receivable by the holders of Hanover Common Stock upon the Mergers;

     WHEREAS, Exterran hereby desires to fully and unconditionally guarantee all the payment obligations of the Hanover under the Securities and the Original Indenture;

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     WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Indenture or the Securities may be amended or supplemented without the consent of any Holder to, among other things, make any change that does not materially adversely affect the rights of any Holder, including changes to comply with Section 14.04 of the Original Indenture and to add guarantees of the Securities;

     WHEREAS, in connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel as contemplated by Sections 1.02, 1.03, 8.02 and 9.03 of the Original Indenture; and

     WHEREAS, all other acts necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument and all of the conditions and requirements set forth in the Indenture in relation to this First Supplemental Indenture have been performed and fulfilled, and the execution and delivery of this First Supplemental Indenture have been in all respects duly authorized.

     NOW, THEREFORE, the parties have executed and delivered this First Supplemental Indenture, and each of Exterran, Hanover and the Trustee hereby agrees for the other parties’ benefit, and for the equal and ratable benefit of the Holders, as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01 Definitions. The Original Indenture is hereby amended by inserting the following new definitions in appropriate alphabetical order:

“Exterran” means Exterran Holdings, Inc., a Delaware corporation, and any and all successors thereto.

“Exterran Common Stock” means the common stock, par value $0.01 per share, of Exterran.

“Hanover” or the “Company” means Hanover Compressor Company, a Delaware corporation.

“Hanover Common Stock” means the common stock, par value $0.001 per share, of Hanover.

“Hanover Merger” means the Hanover Merger, as defined in the Merger Agreement.

“Hanover Merger Effective Time” means the Effective Time, as defined in the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 5, 2007, by and among Hanover, Universal Compression Holdings, Inc.,

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Exterran, Ulysses Sub, Inc., a wholly owned subsidiary of Exterran and Hector Sub, Inc., a wholly owned subsidiary of Exterran, as amended.

“Mergers” means the Mergers, as defined in the Merger Agreement.

     Section 1.02 Common Stock. From and after the Hanover Merger Effective Time, all references in the Original Indenture to “Common Stock” or “Common Stock of the Company” shall be deemed to relate to Exterran Common Stock.

ARTICLE 2

EFFECT OF HANOVER MERGER ON CONVERSION PRIVILEGE

     Hanover and Exterran expressly agree that, in accordance with Section 14.04 of the Original Indenture, the Holder of each Security outstanding as of the Hanover Merger Effective Time shall have the right to convert such Security into the amount of Exterran Common Stock receivable upon completion of the Mergers by a holder of the number of shares of Hanover Common Stock issuable upon conversion of such Security into Hanover Common Stock at the Conversion Rate in effect immediately prior to the Mergers.

ARTICLE 3

EXTERRAN GUARANTEE

     The Original Indenture is hereby amended and supplemented by adding the following as Article XVII of the Original Indenture:

ARTICLE XVII

EXTERRAN GUARANTEE

SECTION 17.01. Exterran Guarantee.

     Subject as provided in the final paragraph of this Section 17.01, Exterran fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities held thereby and the obligations of the Company hereunder and thereunder, that the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at final maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Securities, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder, will be promptly paid in full, all in accordance with the terms hereof and thereof. Failing payment when so due of any amount so guaranteed for whatever reason, Exterran will be obligated to pay the same immediately. An Event of

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Default under this Indenture or the Securities shall constitute an event of default under this guarantee, and shall entitle the Holders to accelerate the obligations of Exterran hereunder in the same manner and to the same extent as the obligations of the Company. Exterran agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of Exterran. Exterran further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this guarantee will not be discharged except by complete performance of the payment obligations contained in the Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Exterran, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or Exterran, any amount paid by the Company or Exterran to the Trustee or such Holder, this guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Exterran agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the obligations guaranteed hereby. Exterran further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 402 of the Second Supplemental Indenture for the purposes of acceleration this guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Section 402 of the Second Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by Exterran for the purpose of this guarantee.

     This guarantee of Exterran is a continuing guarantee and shall remain in full force and effect and shall be binding upon Exterran and its respective successors and assigns to the extent set forth in this First Supplemental Indenture until full and final payment of all of the Company’s obligations under the Securities and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred in this First Supplemental Indenture upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This guarantee of Exterran is a guarantee of payment and not a guarantee of collection.

     This guarantee of Exterran is not intended to constitute a fraudulent transfer or conveyance of purposes of any applicable bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, or foreign law to the extent applicable to Exterran’s guarantee. To effectuate the foregoing

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intention, the obligations of Exterran under this guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Exterran that are relevant under such laws, result in the obligations of Exterran under this guarantee not constituting a fraudulent transfer or conveyance. In addition, the obligations of Exterran under this guarantee shall be limited to the extent required by applicable law.

ARTICLE 4
MISCELLANEOUS

     Section 4.01 Binding Agreement; Assignments. Whenever in this First Supplemental Indenture any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.

     Section 4.02 Relation to Original Indenture. This First Supplemental Indenture and all the terms and provisions herein contained shall form a part of the Original Indenture as fully and with the same effect as if all such terms and provisions had been originally set forth in the Original Indenture. The Original Indenture is hereby ratified and confirmed and shall remain and continue in full force and effect in accordance with its terms and provisions. The Original Indenture and this First Supplemental Indenture shall be read, taken and construed together as one instrument.

     Section 4.03 Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

     Section 4.04 Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 4.05 Effectiveness. This First Supplemental Indenture shall be effective as of the date first set forth above.

     Section 4.06 Trustee. The recitals contained herein shall be taken as the statements of Exterran and Hanover, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture.

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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

HANOVER COMPRESSOR COMPANY

By: /s/ David Edelmaier

Name: David Edelmaier

Title: Vice President, Finance and Treasury

EXTERRAN HOLDINGS, INC.

By: /s/ J. Michael Anderson

Name: J. Michael Anderson

Title: Senior Vice President and Chief Financial Officer

WILMINGTON TRUST COMPANY, as Trustee

By: /s/ Kristin L. Moore

Name: Kristin L. Moore

Title: Senior Financial Services Officer

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EX-10.15

EXHIBIT 10.15

Execution Copy

HANOVER COMPRESSOR COMPANY,

EXTERRAN HOLDINGS, INC.,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Eighth Supplemental Indenture

Dated as of August 20, 2007

to

Senior Indenture

Dated as of December 15, 2003,

as amended by the

Second Supplemental Indenture

Dated as of December 15, 2003

4.75% Convertible Senior Notes due 2014

EIGHTH SUPPLEMENTAL INDENTURE

     THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 20, 2007 (this “Eighth Supplemental Indenture”), is by and among Hanover Compressor Company, a Delaware corporation (“Hanover”), Exterran Holdings, Inc., a Delaware corporation (“Exterran”), and U.S. Bank National Association (as successor to Wachovia Bank, National Association), a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). All capitalized terms used in this Eighth Supplemental Indenture without definition shall have the meanings specified in the Original Indenture referred to below, unless otherwise specified.

WITNESSETH:

     WHEREAS, Hanover has heretofore executed and delivered to the Trustee an Indenture, dated as of December 15, 2003 (the “Base Indenture”), and a Second Supplemental Indenture, dated as of December 15, 2003 (the “Second Supplemental Indenture”, together with the Base Indenture, the “Original Indenture”, together with and as amended and supplemented by this Eighth Supplemental Indenture, the “Indenture”), pursuant to which Hanover issued its 4.75% Convertible Senior Notes due 2014 in the aggregate principal amount of $143,750,000, convertible under certain circumstances into shares of Hanover Common Stock (as defined below);

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of February 5, 2007, by and among Hanover, Universal Compression Holdings, Inc. (“Universal”), Exterran, Ulysses Sub, Inc., a wholly owned subsidiary of Exterran, and Hector Sub, Inc., a wholly owned subsidiary of Exterran, as amended (the “Merger Agreement”), (i) Ulysses Sub, Inc. will merge with and into Universal with Universal as the surviving corporation (the “Universal Merger”) and (ii) immediately following the Universal Merger, Hector Sub, Inc. will merge with and into Hanover with Hanover as the surviving corporation (such merger the “Hanover Merger”, and together with the Universal Merger, the “Mergers”);

     WHEREAS, as a result of the Mergers, Universal and Hanover will become wholly owned subsidiaries of Exterran;

     WHEREAS, pursuant to the Mergers, each outstanding share of Hanover Common Stock will be converted into the right to receive 0.325 shares of Exterran Common Stock for each share of common stock, par value $0.001 per share, of Hanover in accordance with the terms of the Merger Agreement;

     WHEREAS, Section 1705 of the Base Indenture effectively obligates Exterran to execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding will have the right to convert such Security into the merger consideration receivable by the holders of Hanover Common Stock upon the Mergers;

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     WHEREAS, Exterran hereby desires to fully and unconditionally guarantee all the payment obligations of the Hanover under the Securities and the Indenture;

     WHEREAS, pursuant to Section 601 of the Second Supplemental Indenture, the Indenture or the Securities may be amended or supplemented without the consent of any Holder to, among other things, add guarantees of the Securities or to make any other change that does not adversely affect the rights of any Holder in any material respect, including changes to comply with Section 1705 of the Base Indenture;

     WHEREAS, in connection with the execution and delivery of this Eighth Supplemental Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel as contemplated by Sections 102 and 103 of the Base Indenture and Sections 501 and 603 of the Second Supplemental Indenture; and

     WHEREAS, all other acts necessary to make this Eighth Supplemental Indenture a valid, binding and enforceable instrument and all of the conditions and requirements set forth in the Indenture in relation to this Eighth Supplemental Indenture have been performed and fulfilled, and the execution and delivery of this Eighth Supplemental Indenture have been in all respects duly authorized.

     NOW, THEREFORE, the parties have executed and delivered this Eighth Supplemental Indenture, and each of Exterran, Hanover and the Trustee hereby agrees for the other parties’ benefit, and for the equal and ratable benefit of the Holders, as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01 Definitions. The Original Indenture is hereby amended by inserting the following new definitions in appropriate alphabetical order:

“Exterran” means Exterran Holdings, Inc., a Delaware corporation, and any and all successors thereto.

“Exterran Common Stock” means the common stock, par value $0.01 per share, of Exterran.

“Hanover” or the “Company” means Hanover Compressor Company, a Delaware corporation.

“Hanover Common Stock” means the common stock, par value $0.001 per share, of Hanover.

“Hanover Merger” means the Hanover Merger, as defined in the Merger Agreement.

“Hanover Merger Effective Time” means the Effective Time, as defined in the Merger Agreement.

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“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 5, 2007, by and among Hanover, Universal Compression Holdings, Inc., Exterran, Ulysses Sub, Inc., a wholly owned subsidiary of Exterran and Hector Sub, Inc., a wholly owned subsidiary of Exterran, as amended.

“Mergers” means the Mergers, as defined in the Merger Agreement.

     Section 1.02 Common Stock. From and after the Hanover Merger Effective Time, all references in the Original Indenture to “Common Stock” or “Common Stock of the Company” shall be deemed to relate to Exterran Common Stock.

ARTICLE 2

EFFECT OF HANOVER MERGER ON CONVERSION PRIVILEGE

     Hanover and Exterran expressly agree that, in accordance with Section 1705 of the Base Indenture, the Holder of each Security outstanding as of the Hanover Merger Effective Time shall have the right to convert such Security into the amount of Exterran Common Stock receivable upon completion of the Mergers by a holder of the number of shares of Hanover Common Stock issuable upon conversion of such Security into Hanover Common Stock at the Conversion Price in effect immediately prior to the Mergers.

ARTICLE 3

EXTERRAN GUARANTEE

     The Original Indenture is hereby amended and supplemented by adding the following as Article Twelve of the Base Indenture:

ARTICLE TWELVE

Exterran Guarantee

Section 1201. Exterran Guarantee.

     Subject as provided in the final paragraph of this Section 1201, Exterran fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities held thereby and the obligations of the Company hereunder and thereunder, that the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at final maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Securities, and all other payment obligations of the Company to the Holders or the Trustee hereunder or

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thereunder, will be promptly paid in full, all in accordance with the terms hereof and thereof. Failing payment when so due of any amount so guaranteed for whatever reason, Exterran will be obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this guarantee, and shall entitle the Holders to accelerate the obligations of Exterran hereunder in the same manner and to the same extent as the obligations of the Company. Exterran agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of Exterran. Exterran further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this guarantee will not be discharged except by complete performance of the payment obligations contained in the Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Exterran, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or Exterran, any amount paid by the Company or Exterran to the Trustee or such Holder, this guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Exterran agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the obligations guaranteed hereby. Exterran further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 402 of the Second Supplemental Indenture for the purposes of acceleration this guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Section 402 of the Second Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by Exterran for the purpose of this guarantee.

     This guarantee of Exterran is a continuing guarantee and shall remain in full force and effect and shall be binding upon Exterran and its respective successors and assigns to the extent set forth in this Eighth Supplemental Indenture until full and final payment of all of the Company’s obligations under the Securities and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred in this Eighth Supplemental Indenture upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This guarantee of Exterran is a guarantee of payment and not a guarantee of collection.

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     This guarantee of Exterran is not intended to constitute a fraudulent transfer or conveyance of purposes of any applicable bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, or foreign law to the extent applicable to Exterran’s guarantee. To effectuate the foregoing intention, the obligations of Exterran under this guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Exterran that are relevant under such laws, result in the obligations of Exterran under this guarantee not constituting a fraudulent transfer or conveyance. In addition, the obligations of Exterran under this guarantee shall be limited to the extent required by applicable law.

ARTICLE 4
MISCELLANEOUS

     Section 4.01 Binding Agreement; Assignments. Whenever in this Eighth Supplemental Indenture any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.

     Section 4.02 Relation to Original Indenture. This Eighth Supplemental Indenture and all the terms and provisions herein contained shall form a part of the Original Indenture as fully and with the same effect as if all such terms and provisions had been originally set forth in the Original Indenture. The Original Indenture is hereby ratified and confirmed and shall remain and continue in full force and effect in accordance with its terms and provisions. The Original Indenture and this Eighth Supplemental Indenture shall be read, taken and construed together as one instrument.

     Section 4.03 Counterparts. This Eighth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

     Section 4.04 Governing Law. This Eighth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 4.05 Effectiveness. This Eighth Supplemental Indenture shall be effective as of the date first set forth above.

     Section 4.06 Trustee. The recitals contained herein shall be taken as the statements of Exterran and Hanover, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture.

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     IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the day and year first above written.

HANOVER COMPRESSOR COMPANY

By: /s/ David Edelmaier

Name: David Edelmaier

Title: Vice President, Finance and Treasury

EXTERRAN HOLDINGS, INC.

By: /s/ J. Michael Anderson

Name: J. Michael Anderson

Title: Senior Vice President and Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/ Steven A. Finklea

Name: Steven A. Finklea, CCTS

Title: Vice President

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EX-10.16

EXHIBIT 10.16

EXTERRAN HOLDINGS, INC.

DIRECTORS’ STOCK AND DEFERRAL PLAN

INTRODUCTION

     The Board of Directors (the “Board”) of Exterran Holdings, Inc., a Delaware corporation (the “Company”), has adopted the Exterran Holdings, Inc. Directors’ Stock and Deferral Plan (the “Plan”) covering an aggregate of 100,000 shares of common stock, $0.01 par value, of the Company (“Common Stock”). The Plan is effective as of August 20, 2007 (“Effective Date”).

1. PURPOSE

     The purpose of the Plan is to provide non-employee directors of the Company’s Board of Directors (the “Directors”) with an opportunity to receive Common Stock from the Company as payment for their Director retainer fees and meeting fees (together, the “Retainer Fees”) which will:

     (a) enhance their interest in the Company’s welfare;

     (b) furnish them an additional incentive to continue their services for the Company; and

     (c) provide an additional means through which the Company may attract qualified persons to serve on the Board.

2. ADMINISTRATION

     The Plan will be administered by a committee appointed by the Board from time to time (the “Committee”); provided, however, that in the absence of a Committee being appointed by the Board, the Committee shall mean the entire Board. The Committee may delegate some or all of its administrative powers and responsibilities to such other persons from time to time as it deems appropriate.

3. PARTICIPANTS

     Members of the Board who are not employees of the Company or any subsidiary of the Company (“Participants”) are eligible to participate in the Plan.

4. GRANT OF STOCK

     The eligible individual Directors, on or before December 31 of each year, may elect, by filing a written notice to the Committee, in the form and manner prescribed by the Committee (“Election Form”), to receive a percentage equal to 25%, 50%, 75% or 100% of their Retainer Fees for the following calendar year in the form of shares of Common Stock. Any portion of the Retainer Fees that is not paid in the form of Common Stock will be paid to the Director in cash.

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With respect to the portion of the Retainer Fees to be paid in Common Stock for each quarter, the number of shares for each quarter shall be determined by dividing the dollar amount of such portion of the Retainer Fees that would otherwise be paid in cash to the Participant for such quarter by the closing sales price per share of the Common Stock on the last day of such quarter, as reported on the New York Stock Exchange or successor exchange (“NYSE”) or, if the Common Stock is not listed on the NYSE, then as quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), or if no closing sales price is reported or quoted on such date, then the closing sales price on the last preceding day on which the Common Stock was traded, as reported by the NYSE or NASDAQ, as the case may be. Any fractional shares shall be paid to the Director in cash.

     The Company will issue the shares of Common Stock (in book entry form) to the Participants, as soon as practicable after the end of the applicable quarter, but in no event later than thirty (30) days after the end of the applicable quarter, unless the Participant has elected to defer the receipt of the Common Stock pursuant to paragraph 5 of this Plan.

     Eligible Directors who are first elected or appointed to the Board during a particular calendar year, provided their service as a Director commences prior to the last quarter for such year, may participate in the Plan for that initial year of service, by filing with the Committee an Election Form within the first thirty (30) days after the commencement date of their service as a Director (an “Initial Year Election”). A Director’s Initial Year Election will apply solely to the Retainer Fees to be received for the remaining full quarters of that year commencing after the date the Election Form is filed with the Committee. A Director who initially commences service during the last quarter of a year shall not be eligible to participate in the Plan for such commencement year. Notwithstanding the foregoing or any other provision of the Plan to the contrary, if the Effective Date occurs prior to the final quarter of 2007, all eligible Directors as of the Effective Date will be entitled to make an election hereunder within thirty (30) days of the Effective Date with respect to Retainer Fees to be received for the remaining full quarters of 2007 commencing after the Effective Date. In the event of a Participant’s death prior to the end of the quarter, the Company shall issue the whole shares of Common Stock, with any fractional units paid in cash, to the Participant’s estate as soon as practicable following the Participant’s death.

     Elections shall apply only to a single calendar year and shall be irrevocable for that year. Participants shall be fully vested in their right to receive Common Stock at all times.

5. ELECTION TO DEFER

     Notwithstanding any other provision of the Plan to the contrary, at the time an eligible Director makes an election to receive all or a portion of the Director’s Retainer Fees in the form of shares of Common Stock, the Director also may elect, on the Election Form, to defer until a later date the receipt of a percentage equal to 25%, 50%, 75% or 100% of the Retainer Fees that the Participant has elected to receive in the form of Common Stock.

     Any election by an eligible Director to defer Retainer Fees for a period pursuant to this paragraph 5 of the Plan must be made and filed with the Committee at the same time the Director

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makes the election under paragraph 4 hereunder and such election shall be irrevocable. The deferral period may be any period of time of not less than six (6) months from the end of the quarter the Common Stock would have otherwise been paid to the Director; provided, however, that any deferral period shall automatically terminate upon the occurrence of a separation from service as a Director for any reason. Notwithstanding the foregoing or any other provision of the Plan to the contrary, no deferral under this paragraph 5 shall be permitted for Common Stock received for 2007.

     The Board, in its discretion, may accelerate the termination of deferral periods in the event of a change in control of the Company. For purposes of the Plan, a “Change in Control” of the Company means the occurrence of any of the following events:

     (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (i), any acquisition by any Person pursuant to a transaction which complies with clause (A) of subsection (iii) of this definition shall not constitute a Change in Control; or

     (ii) Individuals, who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered for purposes of this definition as though such individual was a member of the Incumbent Board, but excluding, for these purposes, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

     (iii) the consummation of a reorganization, merger or consolidation involving the Company or any of its subsidiaries, or the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than to an entity wholly owned, directly or indirectly, by the Company) (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Resulting Corporation in

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substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction. The term “Resulting Corporation” means (1) the Company or its successor, or (2) if as a result of a Corporate Transaction the Company or its successor becomes a subsidiary of another entity, then such entity or the parent of such entity, as applicable, or (3) in the event of a Corporate Transaction involving the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, then the transferee of such assets in such Corporate Transaction. Notwithstanding the foregoing, neither the sale, lease or other disposition of assets by the Company or its subsidiaries to Universal Compression Partners, L.P. or its successor nor the sale, lease or other disposition of any interest in Universal Compression Partners, L.P., its general partner or its successor shall, in and of itself, constitute a Change in Control for purposes of this Plan.

In addition to meeting the requirements of an event under subparagraphs (i), (ii) or (iii) above, the Change in Control shall meet the requirements of corporate change under Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”), and the accompanying Treasury regulations and guidelines issued by the Internal Revenue Service.

     Any eligible Director who makes an election to defer hereunder shall be credited with phantom units of Common Stock at the same time and in the same number (plus an amount for fractional shares) as if such Director had elected not to defer any portion of the Retainer Fees. The phantom units of Common Stock shall be subject to adjustment as set forth in paragraph 6 of this Plan, as if such shares represented by such phantom units had been issued. Any dividends that are payable with respect to outstanding Common Stock shall not be eligible for deferral hereunder and shall be paid to eligible Directors at the same time and in the same amount as if the shares of Common Stock represented by an electing Director’s phantom units hereunder were outstanding.

     The Company shall issue the whole shares of Common Stock (in book entry form) represented by a Participant’s phantom units as soon as practicable after the end of the deferral period applicable to such units, with any fractional units paid in cash, but in no event later than December 31st of the year during which the deferral period ended or, if later, ninety (90) day after the end of the deferral period. The foregoing notwithstanding to the contrary, in no event shall the whole shares of Common Stock, and cash for any fractional units, represented by a Participant’s phantom units for 2007 be issued (or paid as the case of cash for fractional shares) later than March 15, 2008.

     In the event of a Participant’s death, the Company shall issue the whole shares of Common Stock represented by the Participant’s phantom units, with any fractional units paid in cash, to the Participant’s estate as soon as practicable following the Participant’s death.

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6. CAPITAL ADJUSTMENTS AND REORGANIZATIONS

     The existence of the Plan shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or any Company affiliate’s capital structure or its business, any merger or consolidation of the Company or any affiliate of the Company, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any affiliate or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

     The shares of Common Stock available under the Plan are as presently constituted, but if, and whenever, prior to payment of such shares, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which a Participant may be entitled (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased, other than through a Company-directed share repurchase program. Any fractional share resulting from such adjustment shall be rounded up to the next whole share.

     In the event of changes in the outstanding Common Stock by reason of recapitalization, reorganization, merger, consolidation, combination, stock split, stock dividend, spin-off, exchange or other relevant changes in capitalization or distributions to the holders of Common Stock occurring prior to payment of the shares under the Plan and not otherwise provided for under the Plan, which would have the effect of diluting or enlarging the rights of Participants, such shares and any notice evidencing such shares shall be subject to adjustment by the Committee, in its sole discretion, as to the number and price of such shares of Common Stock. In the event of any such change in the outstanding Common Stock or distribution to the holders of Common Stock, or upon the occurrence of any other event described in this paragraph 6, the aggregate number of shares available under the Plan and the maximum number of shares that may be elected to be received by Participants under the Plan may be appropriately adjusted to the extent, if any, determined by the Committee, whose determination shall be conclusive.

     Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock due a Participant pursuant to an election under the Plan.

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7. INTERPRETATION

     The Committee shall interpret the Plan and shall prescribe such rules and regulations in connection with the operation of the Plan as it determines to be advisable for the administration of the Plan. The Committee may rescind and amend its rules and regulations.

8. AMENDMENT OR DISCONTINUANCE

     The Plan may be amended or discontinued by the Board at any time.

9. EFFECT OF PLAN

     Nothing in this Plan shall be construed as conferring upon any Participant the right to continue as a Director.

10. APPLICABLE LAW

     The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws principles.

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EX-10.17

Exhibit 10.17

CONSULTING AGREEMENT

     This Consulting Agreement (this “Agreement”) is entered into and effective as of August 20, 2007, by and between Exterran Holdings, Inc., a Delaware corporation (“Company”), and Ernie L. Danner (“Consultant”).

W I T N E S S E T H:

     A. As an executive officer of Universal Compression Holdings, Inc. (“Universal”) and a member of its board of directors, Consultant has become familiar with and aware of Confidential Information (as hereinafter defined), and future plans with respect thereto, all of which has been and will be established and maintained at great expense to Company; this information is a trade secret and constitutes the valuable goodwill of Company.

     B. In connection with closing of the business combination of Universal and Hanover Compressor Company (“Hanover”) pursuant to that certain Agreement and Plan of Merger among Hanover, Universal, Iliad Holdings, Inc., Hector Sub, Inc. and Ulysses Sub, Inc., dated as of February 5, 2007, as amended, Consultant’s service as an executive officer and director of Universal will terminate, and Consultant will become a director of Exterran Holdings, Inc., the parent company of Universal and Hanover following the business combination.

     C. Consultant desires to provide consulting services to Company under the terms and conditions described herein, and Company desires such services.

A G R E E M E N T S

     In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

     1. Consulting Services. During the Term (as defined herein), Consultant will provide (a) such services of a consulting, advisory or similar nature as an executive officer of the Company may reasonably request with respect to the business and affairs of Company related to Company’s current business and internal and external growth opportunities and (b) such other services to which the President of Company and Consultant mutually agree from time to time. In each case, Consultant will be available to Company for consultation at such times and locations as Company reasonably may request and that are agreeable to consultant; provided, however, that under no circumstances shall Consultant be required to provide more than 20% of the level of services that Consultant performed in the course of his employment with Universal prior to the date hereof. Without the prior written consent of Company, Consultant will not have authority to act or make decisions for, give instructions or orders on behalf of or make commitments on behalf of Company. The parties agree that Consultant is and shall be treated for all purposes as an independent contractor to Company and no employment, partnership, agency, joint venture or other relationship shall be created or construed herefrom.

     2. Compensation.

     (a) For the services rendered by Consultant, Company shall compensate Consultant with payment of Twenty–nine thousand five hundred eighty three dollars and thirty–three cents DOLLARS ($29,583.33) per month of the Term, to be

paid in monthly payments beginning on the first date of the Term, contingent upon Consultant’s satisfaction of all the terms of this Agreement. In addition, Company shall reimburse Consultant for all reasonable out-of-pocket expenses actually paid by Consultant in providing the consulting services requested by Company in Section 1. Company shall reimburse such expenses within 60 days of receipt of reasonable documentation of such expenses.

     (b) In addition, during the Term (and for such period following the Term as is provided in Section 3(b) hereof), Company shall provide medical and welfare benefits to Consultant and/or Consultant’s family equal to those that would have been provided to them in accordance with Universal’s plans, programs, practices and policies if Consultant’s employment with Universal had not been terminated; provided, however, that with respect to any of such plans, programs, practices or policies requiring an employee contribution, Consultant shall continue to pay the monthly employee contribution for same, and provided further, that if Consultant becomes employed by another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.

     3. Term; Termination; Rights on Termination. The term of this Agreement shall begin on the date hereof and continue on a month-to-month basis until terminated by either party upon one month’s advance written notice (the “Term”). Upon termination of this Agreement for any reason provided above, all rights and obligations of Company and Consultant under this Agreement shall cease as of the effective date of termination, except that (a) Consultant’s obligations under Sections 4, 5, 6 and 7 hereof shall survive such termination in accordance with their terms and (b) notwithstanding anything to the contrary contained in any other agreement or arrangement between Consultant and Company or Universal, Company shall continue, for a period of two years immediately following the date of termination of this Agreement, to provide Consultant and/or Consultant’s family with the medical and welfare benefits described in Section 2(b) hereof, subject to the limitations set forth therein.

     4. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists and other property delivered to or compiled by Consultant by or on behalf of Company or any entity controlling, controlled by or under common control with Company (an “Affiliate”) or the representatives, vendors or customers thereof that pertain to the business of Company or any Affiliate shall be and remain the property of Company or such Affiliate, as the case may be, and be subject at all times to the discretion and control thereof. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of Company or its Affiliates that are collected or held by Consultant shall be delivered promptly to Company or its Affiliates, as the case may be, without request by such party, upon termination of the Term, without regard to the cause or reasons for such termination. Because of the difficulty of measuring economic losses to Company and its Affiliates as a result of a breach of this Section 4, and because of the immediate and irreparable damage that could be caused to Company and its Affiliates for which it would have no other remedy, since monetary damages alone may not be an adequate remedy, Consultant agrees that this Section 4 may be enforced by Company in the event of breach by him, by, without limitation, injunctions, restraining orders and other equitable actions.

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     5. Independent Contractor. Consultant expressly acknowledges that he will be acting as an independent contractor and not as an employee, for all purposes. Accordingly, Consultant agrees not to hold himself out to the public as an employee of Company. As an independent contractor, Consultant shall be responsible for the payment of social security withholding tax and all other federal, state and local taxes. Consultant shall further be obligated to secure, at his sole cost, insurance as may be required by law. Subject to Company’s obligation to pay reasonable out-of-pocket expenses actually paid by Consultant as provided in Section 2(a), Consultant shall also be solely responsible for any and all costs associated in performing the services to be rendered under this Agreement.

     6. Successors.

     (a) This Agreement is personal to Consultant and shall not be assignable by Consultant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Consultant’s legal representatives.

     (b) This Agreement shall inure to the benefit of and be binding upon Company and its successors and assigns.

     (c) Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Company would be required to perform it if no such succession had taken place.

     7. Miscellaneous.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. CONSULTANT HEREBY AGREES THAT VENUE FOR ANY DISPUTE RELATED TO THIS AGREEMENT SHALL BE FILED AND HEARD BY THE COURTS IN AND FOR HARRIS COUNTY, TEXAS, OR THE U.S. DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION.

     (b) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives that specifically refers to this Agreement.

     (c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to Consultant, Ernie L. Danner, 60 Autumn Crescent, The Woodlands, Texas 77381; and if to Company, Exterran Holdings, Inc. 4444 Brittmoore Road, Houston, Texas 77041, Attention:

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General Counsel, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

     (d) If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.

     (e) Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     IN WITNESS WHEREOF, Consultant and Company have executed this Agreement:

CONSULTANT:
	/s/ Ernie L. Danner
	Name: Ernie L. Danner
EXTERRAN HOLDINGS, INC.
By:	/s/ Steven A. Snider
	Name: Steven A. Snider
	Title: President and Chief Executive Officer

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EX-10.18

Exhibit 10.18

EXTERRAN HOLDINGS, INC.
2007 STOCK INCENTIVE PLAN

I. PURPOSE

     The purpose of the EXTERRAN HOLDINGS, INC. 2007 STOCK INCENTIVE PLAN is to provide a means through which Exterran Holdings, Inc., a Delaware corporation, and its Affiliates may attract highly-qualified persons to serve as Directors or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals, whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and Performance Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular Employee or Director as determined by the Committee in its sole discretion.

II. DEFINITIONS

     The following definitions shall be applicable throughout the Plan unless specifically modified by any paragraph:

     (a) “Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

     (b) “Award” means, individually or collectively, any Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, or Performance Awards granted under the terms of the Plan.

     (c) “Award Notice” means a written notice setting forth the terms of an Award.

     (d) “Board” means the Board of Directors of the Company.

     (e) “Cause” means (i) the commission by a Participant of an act of fraud, embezzlement or willful breach of a fiduciary duty to the Company or an Affiliate (including the unauthorized disclosure of confidential or proprietary material information of the Company or an Affiliate), (ii) a conviction of a Participant (or a plea of nolo contendere in lieu thereof) for a felony or a crime involving fraud, dishonesty or moral turpitude, (iii) willful failure of a Participant to follow the written directions of the chief executive officer of the Company or the Board, in the case of executive officers of the Company; (iv) willful misconduct as an Employee of the Company or an Affiliate; (v) willful failure of a Participant to render services to the Company or an Affiliate in accordance with his employment arrangement, which failure amounts to a material neglect of his duties to the Company or an Affiliate or (vi) substantial dependence, as determined by the Committee, in its sole discretion, on any drug, immediate precursor or other substance listed on Schedule IV of the Federal Comprehensive Drug Abuse Prevention and Control Act of 1970, as amended. With respect to any Participant residing outside of the United States, the

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Committee may revise the definition of “Cause” as appropriate to conform to the laws of the applicable non-U.S. jurisdiction.

     (f) “Code” means the U.S. Internal Revenue Code of 1986, as amended. References in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

     (g) “Committee” means the Committee defined in Paragraph IV(a) of the Plan.

     (h) “Common Stock” means the common stock, par value $.01 per share, of the Company, or any security into which such common stock may be changed by reason of any transaction or event of the type described in Paragraph XII.

     (i) “Company” means Exterran Holdings, Inc., a Delaware corporation, or any successors thereto.

     (j) “Corporate Change” means:

     (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), any acquisition by any Person pursuant to a transaction which complies with clause (A) of subsection (iii) of this definition shall not constitute a Corporate Change; or

     (ii) Individuals, who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered for purposes of this definition as though such individual was a member of the Incumbent Board, but excluding, for these purposes, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

     (iii) The consummation of a reorganization, merger or consolidation involving the Company or any of its subsidiaries, or the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than to an entity wholly owned, directly or indirectly, by the Company) (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Resulting Corporation in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction. The term “Resulting Corporation” means (1) the Company or its successor, or (2) if as a result of a Corporate

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Transaction the Company or its successor becomes a subsidiary of another entity, then such entity or the parent of such entity, as applicable, or (3) in the event of a Corporate Transaction involving the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, then the transferee of such assets in such Corporate Transaction. Notwithstanding the foregoing, neither the sale, lease or other disposition of assets by the Company or its subsidiaries to Universal Compression Partners, L.P. or its successor nor the sale, lease or other disposition of any interest in Universal Compression Partners, L.P., its general partner or its successor shall, in and of itself, constitute a Corporate Change for purposes of this Plan.

     (k) “Director” means an individual elected to the Board by the stockholders of the Company or by the Board under applicable corporate law and who is serving on the Board on the date the Plan is adopted by the Board, or is subsequently elected to the Board, and is not an Employee.

     (l) “Disability” means any physical or mental condition for which the Participant would be eligible to receive long-term disability benefits under the Company’s long-term disability plan. With respect to any Participant residing outside of the United States, the Committee may revise the definition of “Disability” as appropriate to conform to the laws of the applicable non-U.S. jurisdiction.

     (m) “Employee” means any person who is an employee of the Company or any Affiliate. If an entity ceases to be an Affiliate of the Company, a Participant employed by such entity shall be deemed to have terminated his employment with the Company and its Affiliates and shall cease to be an Employee under the Plan. For any and all purposes under the Plan, the term “Employee” shall exclude an individual hired as an independent contractor, leased employee, consultant, or a person otherwise designated by the Committee, the Company or an Affiliate at the time of hire as not eligible to participate in or receive benefits under the Plan, even if such ineligible individual is subsequently determined to be an employee by any governmental or judicial authority. For purposes of any Award granted to a person residing outside of the United States, the Committee may revise the definition of “Employee” as appropriate to conform to the laws of the applicable non-U.S. jurisdiction.

     (n) “Fair Market Value” of a share of Common Stock means, as of any specified date: (i) if the Common Stock is listed on a national securities exchange or quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), the closing sales price of a share of Common Stock on that date, or if no prices are reported on that date, on the last preceding day on which the Common Stock was traded, as reported by such exchange or NASDAQ, as the case may be; and (ii) if the Common Stock is not listed on a national securities exchange or quoted on the NASDAQ, but is traded in the over-the-counter market, the average of the bid and asked prices for a share of Common Stock on the most recent date on which the Common Stock was publicly traded. In the event the Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

     (o) “Incentive Stock Option” means an Option granted under Paragraph VII of the Plan that is an incentive stock option within the meaning of Section 422 of the Code.

     (p) “1934 Act” means the U.S. Securities Exchange Act of 1934, as amended.

     (q) “Non-Qualified Option” means an Option granted under Paragraph VII of the Plan that is not an Incentive Stock Option.

     (r) “Option” means an option to purchase shares of Common Stock granted under Paragraph VII of the Plan that may be either an Incentive Stock Option or a Non-Qualified Option.

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     (s) “Participant” means an Employee or Director who has been granted an Award under the Plan.

     (t) “Performance Award” means an opportunity for a Participant to earn additional compensation if certain Performance Measures or other criteria are met, as described in Paragraph XI of the Plan.

     (u) “Performance Measure” means any performance objective established by the Committee in its sole discretion, including, but not limited to, one or more of the following:

     (1) the price of a share of Common Stock;

     (2) the Company’s earnings per share;

     (3) the Company’s market share;

     (4) the market share of a business unit of the Company designated by the Committee;

     (5) the Company’s sales;

     (6) the sales of a business unit of the Company designated by the Committee;

     (7) the net income (before or after taxes) of the Company or any business unit of the Company designated by the Committee;

     (8) the cash flow return on investment, cash value added, and/or working cash flow of the Company or any business unit of the Company designated by the Committee;

     (9) the earnings before or after interest, leasing expense, taxes, depreciation, distributions on mandatorily redeemable preferred stock, and/or amortization of the Company or any business unit of the Company designated by the Committee;

     (10) the economic value added;

     (11) the return on stockholders’ equity achieved by the Company;

     (12) the return on capital employed of the Company or any business unit of the Company designated by the Committee; or

     (13) the total stockholders’ return achieved by the Company.

A Performance Measure may be subject to adjustment for changes in accounting standards required by the Financial Accounting Standards Board after the goal is established, for specified significant items or events, and may be absolute, relative to one or more other companies, or relative to one or more indexes, and may be contingent upon future performance of the Company or any Affiliate, division, or department thereof.

     (v) “Plan” means the Exterran Holdings, Inc. 2007 Stock Incentive Plan, as amended from time to time.

     (w) “Restricted Stock” means Common Stock subject to certain restrictions, as described in Paragraph VIII of the Plan.

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     (x) “Restricted Stock Unit” means a promise to deliver a share of Common Stock, or the Fair Market Value of such share in cash, in the future if certain criteria are met, as described in Paragraph IX of the Plan.

     (y) “Retirement” means a Termination of Service, other than due to Cause or death, on or after the Participant attains (i) age 65 or (ii) age 55 and with the written consent of the Committee. Notwithstanding the foregoing, with respect to a Participant residing outside of the United States, the Committee may revise the definition of “Retirement” as appropriate to conform to the laws of the applicable non-U.S. jurisdiction.

     (z) “Stock Appreciation Right” means a right entitling the Participant to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the Fair Market Value of a share of Common Stock on the date of grant, as described in Paragraph X of the Plan.

     (aa) “Termination of Service” means a Participant’s termination of employment, if an Employee, or a termination of service, if a Director, as the case may be. A Participant who is both an Employee and a Director shall not incur a Termination of Service until the Participant terminates both positions.

III. EFFECTIVE DATE AND DURATION OF THE PLAN

After its adoption by the Board, the Plan shall become effective upon the effective date of the consummation of the mergers pursuant to that certain Agreement and Plan of Merger dated February 5, 2007, among Hanover Compressor Company, Universal Compression Holdings, Inc., Exterran Holdings, Inc., Hector Sub, Inc., and Ulysses Sub, Inc. (the “Merger”), provided that the Plan has been approved by the stockholders of each of Hanover Compressor Company and Universal Compression Holdings, Inc. Notwithstanding any provision in the Plan, no Award shall be granted hereunder prior to such stockholder approval. No further Awards may be granted under the Plan after 7 years from the effective date of the Plan. The Plan shall remain in effect until all Awards granted under the Plan have been vested or forfeited and exercised or expired.

IV. ADMINISTRATION

     (a) Composition of Committee. The Plan shall be administered by the Compensation Committee of the Board or such other committee, if any, that may be designated by the Board to administer the Plan (the “Committee”); provided, however, that any and all members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists its Common Stock; provided, further, that Awards may be granted to individuals who are subject to Section 16(b) of the 1934 Act only if the Committee is comprised solely of two or more “Non-Employee Directors” as defined in Securities and Exchange Commission Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute fulfilling the same or similar function); provided, further, that any Award intended to qualify for the “performance-based compensation” exception under Section 162(m) of the Code shall be granted only if the Committee is comprised solely of two or more “outside directors” within the meaning of Section l62(m) of the Code and regulations pursuant thereto.

     (b) Powers. Subject to Paragraph IV(d), and the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine which Employees or Directors shall receive an Award, the time or times when such Award shall be made, the terms and conditions of an Award, the type of Award that shall be made, the number of shares subject to an Award and the value of an Award. In making such determinations, the Committee shall take into account the nature of the services rendered by the respective Employees or Directors, their present and potential contribution to the Company’s success and such other factors as the Committee, in its sole discretion, shall deem relevant.

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     (c) Additional Powers. The Committee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, this shall include the power to construe the Plan and the respective notices provided hereunder, to prescribe rules and regulations relating to the Plan, and to determine the terms, restrictions and provisions of the notice relating to each Award, including such terms, restrictions and provisions as shall be required in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any notice relating to an Award in the manner and to the extent it shall deem expedient to carry it into effect. Any determination or decision made by the Committee or its delegate (pursuant to Paragraph IV(d)) under the terms of the Plan shall be made in the sole discretion of the Committee or such delegate and shall be final and binding on all persons, including the Company and Participants, but subject to ratification by the Board if the Board so provides.

     (d) Delegation of Powers. Subject to Paragraph IV(a) above, the Committee may delegate to the Board or to the Chief Executive Officer or one or more other senior officers of the Company the authority to grant Awards to Employees who are not subject to Section 16(b) of the 1934 Act. Further, the Committee may delegate to the Governance Committee of the Board the authority to make Awards to Directors, including to determine which Director shall receive an Award, the time or times when such an Award shall be made, the terms and conditions of such an Award, the type of Award that shall be made to a Director, the number of shares subject to such an Award, and the value of such an Award. The Committee may delegate to the Chief Executive Officer or one or more other senior officers of the Company its administrative functions under this Plan with respect to the Awards. Any delegation described in this paragraph shall contain such limitations and restrictions as the Committee may provide and shall comply in all respects with the requirements of applicable law, including the Delaware General Corporation Law. The Committee may engage or authorize the engagement of a third party administrator or administrators to carry out administrative functions under the Plan.

     No member of the Committee or officer of the Company or an Affiliate to whom the Committee has delegated authority in accordance with the provisions of Paragraph IV of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company or Affiliate in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

     (e) Awards Outside of the United States. With respect to any Participant or eligible Employee who is resident outside of the United States, the Committee may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law, to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such non-U.S. jurisdictions. The Committee may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes.

V. SHARES SUBJECT TO THE PLAN; AWARD LIMITATIONS

     (a) Shares Subject to the Plan. Subject to adjustment as provided in Paragraph XII, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 4,750,000. The issuance of Common Stock under the Plan shall be counted against the overall number of shares available for delivery under a fungible reserve approach. Any Shares of Common Stock issued or reserved for issuance pursuant to Options or Stock Appreciation Rights shall be counted against the aggregate share limitation of the Plan as one share for every share subject thereto. Each Share of Common Stock issued pursuant to Restricted Stock or Restricted Stock Units shall be counted against the aggregate share limitation of the Plan as two shares for every share subject thereto. However, (a) if any Options or other

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stock-settled Awards are cancelled, expired, forfeited, settled in cash, or otherwise terminated without issuing the underlying shares of Common Stock to the Participant, such shares shall remain available for future grant under the Plan, and (b) if issued but unvested shares of Restricted Stock are forfeited, such shares shall become available for future grant under the Plan. Shares of Common Stock that are otherwise issuable to the Participant pursuant to an Award that are withheld to satisfy tax withholding obligations or to pay the exercise price of an Option shall be counted against the aggregate limitation of the Plan as provided herein and shall not become available for future grant under the Plan.

     (b) Share and Value Limitation on Individual Awards. The maximum number of shares of Common Stock that may be issuable under Awards granted to any one individual during any twelve month period shall not exceed 500,000 shares of Common Stock (subject to adjustment in the manner as provided in Paragraph XII). In addition, the maximum amount of cash compensation that may be paid under Awards intended to qualify for the “performance-based compensation” exception under Section 162(m) of the Code granted to any one individual during any twelve month period may not exceed $5,000,000. The limitations set forth in this paragraph are intended to permit certain awards under the Plan to constitute “performance-based” compensation for purposes of Section 162(m) of the Code.

     (c) Stock Offered. Subject to the limitations set forth in Paragraph V(a), the stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan.

VI. ELIGIBILITY AND GRANT OF AWARDS

     Subject to the delegation of power in Paragraph IV(d), the Committee, in its sole discretion, may from time to time grant Awards under the Plan as provided herein to any individual who, at the time of grant, is an Employee or a Director. An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan. Awards may include Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Awards or any combination thereof. The Plan is discretionary in nature, and the grant of Awards by the Committee is voluntary and occasional. The Committee’s selection of an eligible Employee or Director to receive an Award in any year or at any time shall not require the Committee to select such Employee or Director to receive an Award in any other year or at any other time. The selection of an Employee or Director to receive one type of Award under the Plan does not require the Committee to select such Employee or Director to receive any other type of Award under the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.

VII. STOCK OPTIONS

     (a) Option Types and Option Period. Options may be in the form of Incentive Stock Options and/or Non-Qualified Options for eligible Employees (as described below), as determined by the Committee, in its sole discretion. Any Options granted to Directors shall be Non-Qualified Options. Except as otherwise provided in Subparagraph (c) below or such shorter term as may be provided in an Award Notice, each Option shall expire 7 years from its date of grant and, unless provided otherwise in the Award Notice, shall be subject to earlier termination as follows: Options, to the extent vested as of the date a Participant incurs a Termination of Service, may be exercised only within three months of such date, unless such Termination of Service results from (i) death, Retirement or Disability of the Participant, in which case all vested Options held by such Participant may be exercised by the Participant, the Participant’s legal representative, heir or devisee, as the case may be, within two years from the date of the Participant’s Termination of Service, or (ii) Cause, in which event all outstanding vested Options held

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by such Participant shall be automatically forfeited unexercised on such termination; provided, however, that notwithstanding the foregoing, no termination event described in (i) above shall extend the expiration date of an Option beyond the 7th anniversary of its date of grant or, such shorter period, if any, as may be provided in the Award Notice.

     (b) Vesting. Subject to the further provisions of the Plan, Options shall vest and become exercisable in accordance with such vesting schedule as the Committee may establish in its sole discretion, including vesting upon the satisfaction of one or more Performance Measures. A Participant may not exercise an Option except to the extent it has become vested. Unless otherwise provided in the Award Notice, all unvested Options shall automatically become fully vested upon a Participant’s Termination of Service due to his or her death, Disability or Retirement. Options that are not vested on a Participant’s Termination of Service shall automatically terminate and be cancelled unexercised on such date.

     (c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be granted only to an Employee of the Company or any parent or subsidiary corporation (as defined in Section 424 of the Code) at the time the Option is granted. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treated as Non-Qualified Options. The Committee shall determine, in accordance with applicable provisions of the Code, any applicable treasury regulations and other administrative pronouncements, which of a Participant’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Participant of such determination as soon as practicable after such determination is made. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary corporation, within the meaning of Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the Option price is at least 110% of the Fair Market Value of the Common Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. An Incentive Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by such Participant or the Participant’s guardian or legal representative.

     (d) Award Notice. Each Option shall be evidenced by an Award Notice in such form and containing such provisions not inconsistent with the provisions of the Plan and under such terms as the Committee from time to time shall establish, including, without limitation, provisions to qualify an Incentive Stock Option under Section 422 of the Code. An Award Notice may provide for the payment of the Option price, in whole or in part, by cash, a check acceptable to the Company, the delivery of a number of already-owned shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such Option price (provided such shares have been owned for more than six months by the Participant), a “cashless broker exercise” of the Option through any other procedures established or approved by the Committee with respect thereto, or any combination of the foregoing. Further, an Award Notice may provide, in the sole discretion of the Committee, for the surrender of the right to purchase shares under the Option in return for a payment in cash or shares of Common Stock or a combination of cash and shares of Common Stock equal in value to the excess of the Fair Market Value of the shares with respect to which the right to purchase is surrendered over the Option price therefor, on such terms and conditions as the Committee in its sole discretion may prescribe. In the case of any such right that is granted in connection with an Incentive Stock Option, such right shall be exercisable only when the Fair Market Value of the Common Stock exceeds the price specified therefor in the Option or the portion thereof to be surrendered. The terms and conditions of the respective Award Notices need not be identical. Subject to the consent of the Participant, the Committee may, in its sole discretion, amend an

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outstanding Award Notice from time to time in any manner that is not inconsistent with the provisions of the Plan (including, without limitation, an amendment that accelerates the time at which the Option, or a portion thereof, may be exercisable).

     (e) Option Price and Payment. The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Committee but, subject to adjustment as provided in Paragraph XII, such purchase price shall not be less than the Fair Market Value of a share of Common Stock on the date such Option is granted. The Option or portion thereof shall be exercised, and any applicable taxes shall be withheld, in accordance with such procedures as are established or approved by the Committee.

     (f) Restrictions on Repricing of Options. Except as provided in Paragraph XII, the Committee may not amend any outstanding Award Notice to lower the exercise price (or cancel and replace any outstanding Option with Options having a lower exercise price).

     (g) Stockholder Rights and Privileges. The Participant shall be entitled to all the privileges and rights of a stockholder only with respect to such shares of Common Stock as have been purchased upon exercise of the Option and registered in the Participant’s name.

     (h) Options in Substitution for Options Granted by Other Employers. Options may be granted under the Plan from time to time or approved by the Committee or the Board in substitution of options held by individuals providing services to corporations or other entities who become Employees or Directors as result of a merger or consolidation or other business transaction with the Company or any Affiliate.

VIII. RESTRICTED STOCK

     (a) Restrictions to be Established by the Committee. Restricted Stock shall be subject to restrictions on disposition by the Participant and an obligation of the Participant to forfeit and surrender the shares to the Company under certain circumstances, and any other restrictions determined by the Committee in its sole discretion on the date of grant; provided, however, that such restrictions shall lapse upon:

     (i) the attainment of one or more Performance Measures;

     (ii) the Participant’s continued employment with the Company and its Affiliates or continued service as a Director for a specified period of time;

     (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion; or

     (iv) a combination of any of the foregoing.

Each grant of Restricted Stock may have different restrictions as established in the sole discretion of the Committee.

     (b) Other Terms and Conditions. Restricted Stock shall be registered in the name of the Participant. Unless provided otherwise in an Award Notice, the Participant shall have the right to receive dividends with respect to Restricted Stock, to vote Restricted Stock, and to enjoy all other stockholder rights, except that: (i) the Company shall retain custody of the Restricted Stock until the Restrictions have expired; (ii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted Stock until the restrictions have expired; and (iii) a breach of the terms and conditions

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established by the Committee pursuant to the Restricted Stock Notice shall cause a forfeiture of the Restricted Stock. If a Participant’s Termination of Service is due to his or her death or Disability, all Awards of Restricted Stock of such Participant then outstanding shall immediately vest in full and all restrictions applicable to such Awards shall terminate as of such date with all performance criteria, if any, applicable to such Awards deemed met at 100% of target. At the time of grant, the Committee may, in its sole discretion, establish additional terms, conditions or restrictions relating to the Restricted Stock. Such additional terms, conditions or restrictions shall be set forth in an Award Notice delivered in conjunction with the Award.

     (c) Payment for Restricted Stock. The Committee shall determine the amount and form of payment required from the Participant in exchange for a grant of Restricted Stock, if any, provided that in the absence of such a determination, a Participant shall not be required to make any payment for Restricted Stock, except to the extent otherwise required by law.

     (d) Committee’s Discretion to Accelerate Vesting of Restricted Stock. The Committee may, in its discretion and as of a date determined by the Committee, fully vest any or all of a Participant’s Restricted Stock and, upon such vesting, all restrictions applicable to such Restricted Stock shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph may vary among individual Participants and may vary among the Restricted Stock held by any individual Participant. Notwithstanding the preceding provisions of this paragraph, the Committee may not take any action described in this Subparagraph with respect to Restricted Stock that has been granted to a “covered employee” (within the meaning of Treasury Regulation Section 1.162-27(c)(2)) if such Award has been designed to meet the exception for performance-based compensation under Section 162(m) of the Code; provided, however, this prohibition shall not apply to an acceleration pursuant to Paragraph XII or due to death or Disability of the Participant.

     (e) Award Notice. Each grant of Restricted Stock shall be evidenced by an Award Notice in such form and containing such provisions not inconsistent with the provisions of the Plan and under such terms as the Committee from time to time shall establish. The terms and provisions of the respective Award Notices need not be identical. Subject to the consent of the Participant and the restriction set forth in the last sentence of Subparagraph (d) above, the Committee may, in its sole discretion, amend an outstanding Award Notice from time to time in any manner that is not inconsistent with the provisions of the Plan.

IX. RESTRICTED STOCK UNITS

     (a) Restrictions to be Established by the Committee. Restricted Stock Units shall be subject to a restriction on disposition by the Participant and an obligation of the Participant to forfeit the Restricted Stock Units under certain circumstances, and any other restrictions determined by the Committee in its sole discretion on the date of grant; provided, however, that such restrictions shall lapse upon:

     (i) the attainment of one or more Performance Measures;

     (ii) the Participant’s continued employment with the Company and its Affiliates or continued service as a Director for a specified period of time;

     (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion; or

     (iv) a combination of any of the foregoing.

Each Award of Restricted Stock Units may have different restrictions as established in the sole discretion of the Committee.

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     (b) Other Terms and Conditions. The Participant shall not be entitled to vote the shares of Common Stock underlying the Restricted Stock Units or enjoy any other stockholder rights unless and until the restrictions have lapsed and such shares have been registered in the Participant’s name. If a Participant’s Termination of Service is due to his or her death or Disability, all Restricted Stock Units of such Participant then outstanding shall immediately vest in full and all restrictions applicable to such Restricted Stock Units shall terminate as of such date with all performance criteria, if any, applicable to such Restricted Stock Units deemed met at 100% of target. At the time of grant, the Committee may, in its sole discretion, establish additional terms, conditions or restrictions relating to the Restricted Stock Units. Such additional terms, conditions or restrictions shall be set forth in an Award Notice delivered in conjunction with the Award.

     (c) Payment. Upon the lapse of the restrictions described in the Award Notice, the Participant shall receive as soon as practicable payment equal to the Fair Market Value of the shares of Common Stock underlying the Restricted Stock Units on the vesting date, less applicable withholding. Payment shall be in the form of shares of Common Stock, cash, other equity compensation, or a combination thereof, as determined by the Committee. Any cash payment shall be made in a lump sum or in installments, as prescribed in the Award Notice. Payment shall be made no later than 2-1/2 months following the end of the year in which the Restricted Stock Units vest, unless payment is to be made in installments, in which case such installments shall comply with the rules under Section 409A of the Code.

     (d) Committee’s Discretion to Accelerate Vesting of Restricted Stock Units. The Committee may, in its discretion and as of a date determined by the Committee, fully vest any portion or all of a Participant’s Restricted Stock Units and, upon such vesting, all restrictions applicable to such Restricted Stock Units shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph may vary among Participants and may vary among the Restricted Stock Units held by any Participant. Notwithstanding the preceding provisions of this paragraph, the Committee may not take any action described in this Subparagraph with respect to Restricted Stock Units that have been granted to a “covered employee” (within the meaning of Treasury Regulation Section 1.162-27(c)(2)) if such Award has been designed to meet the exception for performance-based compensation under Section 162(m) of the Code; provided, however, this prohibition shall not apply to an acceleration pursuant to Paragraph XII or due to death or Disability of the Participant.

     (e) Award Notice. Restricted Stock Units shall be evidenced by an Award Notice in such form and containing such provisions not inconsistent with the provisions of the Plan and under such terms as the Committee from time to time shall establish. The terms and provisions of the respective Award Notices need not be identical. Subject to the consent of the Participant and the restriction set forth in the last sentence of Subparagraph (d) above, the Committee may, in its sole discretion, amend an outstanding Award Notice from time to time in any manner that is not inconsistent with the provisions of the Plan.

X. STOCK APPRECIATION RIGHTS

     (a) Restrictions to be Established by the Committee. Stock Appreciation Rights shall be subject to a restriction on disposition by the Participant and an obligation of the Participant to forfeit the Stock Appreciation Rights under certain circumstances, and any other restrictions determined by the Committee in its sole discretion on the date of grant; provided, however, that such restrictions shall lapse upon:

     (i) the attainment of one or more Performance Measures;

     (ii) the Participant’s continued employment with the Company and its Affiliates or continued service as a Director for a specified period of time;

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     (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion; or

     (iv) a combination of any of the foregoing.

Each Award of Stock Appreciation Rights may have different restrictions as established in the sole discretion of the Committee.

     (b) Other Terms and Conditions. If a Participant’s Termination of Service is due to his or her death or Disability, all Stock Appreciation Rights of such Participant then outstanding shall immediately vest in full and all restrictions applicable to such Stock Appreciation Rights shall terminate as of such date with all performance criteria, if any, applicable to such Stock Appreciation Rights deemed met at 100% of target. At the time of grant, the Committee may, in its sole discretion, establish additional terms, conditions or restrictions relating to the Stock Appreciation Rights. Such additional terms, conditions or restrictions shall be set forth in the Award Notice delivered in conjunction with the Award.

     (c) Exercise Price and Payment. Subject to adjustment as provided in Paragraph XII, the exercise price of the Stock Appreciation Rights shall not be less than the Fair Market Value of the shares of Common Stock underlying the Stock Appreciation Rights on the date of grant. Upon the lapse of the restrictions described in the Award Notice, the Participant shall be entitled to exercise his or her Stock Appreciation Rights at any time up until the end of the period specified in the Award Notice. The Stock Appreciation Rights, or portion thereof, shall be exercised and any applicable taxes withheld, in accordance with such procedures as are established or approved by the Committee. Upon exercise of the Stock Appreciation Rights, the Participant shall be entitled to receive payment in an amount equal to: (i) the difference between the Fair Market Value of the underlying shares of Common Stock subject to the Stock Appreciation Rights on the date of exercise and the exercise price; times (ii) the number of shares of Common Stock with respect to which the Stock Appreciation Rights are exercised; less (iii) any applicable withholding taxes. Payment shall be made in the form of shares of Common Stock or cash, or a combination thereof, as determined by the Committee. Cash shall be paid in a lump sum payment and shall be based on the Fair Market Value of the underlying Common Stock on the exercise date.

     (d) Committee’s Discretion to Accelerate Vesting of Stock Appreciation Rights. The Committee may, in its discretion and as of a date determined by the Committee, fully vest any portion or all of a Participant’s Stock Appreciation Rights and, upon such vesting, all restrictions applicable to such Stock Appreciation Rights shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph may vary among Participants and may vary among the Stock Appreciation Rights held by any Participant. Notwithstanding the preceding provisions of this paragraph, the Committee may not take any action described in this Subparagraph with respect to any Stock Appreciation Rights that have been granted to a “covered employee” (within the meaning of Treasury Regulation Section 1.162-27(c)(2)) if such Award has been designed to meet the exception for performance-based compensation under Section 162(m) of the Code; provided, however, this prohibition shall not apply to an acceleration pursuant to Paragraph XII or due to death or Disability of the Participant.

     (e) Award Notice. Stock Appreciation Rights shall be evidenced by an Award Notice in such form and containing such provisions not inconsistent with the provisions of the Plan and under such terms as the Committee from time to time shall establish. The terms and provisions of the respective Award Notices need not be identical. Subject to the consent of the Participant and the restriction set forth in the last sentence of Subparagraph (d) above, the Committee may, in its sole discretion, amend an outstanding Award Notice from time to time in any manner that is not inconsistent with the provisions of the Plan.

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XI. PERFORMANCE AWARDS

     (a) Performance Period. The Committee shall establish, with respect to and at the time of each Performance Award, the maximum value of the Performance Award and the performance period over which the performance applicable to the Performance Award shall be measured.

     (b) Performance Measures and Other Criteria. A Performance Award shall be awarded to a Participant contingent upon future performance of the Company or any Affiliate, or a division or department of the Company or any Affiliate, during the performance period. With respect to Performance Awards intended to qualify as performance-based compensation under Section 162(m) of the Code, the Committee shall establish the Performance Measures applicable to such performance either (i) prior to the beginning of the performance period or (ii) within 90 days after the beginning of the performance period if the outcome of the performance targets is substantially uncertain at the time such targets are established, but not later than the date that 25% of the performance period has elapsed. The Committee shall provide that the vesting of the Performance Award will be based upon the Participant’s continued employment with the Company or its Affiliates or continued service as a Director for a specified period of time and

     (i) the attainment of one or more Performance Measures, or a combination thereof:

     (ii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion; or

     (iii) a combination of any of the foregoing.

The Committee, in its sole discretion, may also provide for an adjustable Performance Award value-based upon the level of achievement of Performance Measures.

     (c) Vesting. If a Participant’s Termination of Service is due to his or her death or Disability, all Performance Awards of such Participant then outstanding shall immediately vest in full and all restrictions applicable to such Awards shall terminate as of such date with all performance criteria, if any, applicable to such Awards deemed met at 100% of target.

     (d) Award Criteria. In determining the value of a Performance Award, the Committee shall take into account a Participant’s responsibility level, performance, potential, other Awards, total annual compensation and such other considerations as it deems appropriate. The Committee, in its sole discretion, may provide for a reduction in the value of a Participant’s Performance Award during the performance period.

     (e) Payment. Following the end of the performance period, the holder of a Performance Award shall be entitled to receive payment as soon as practicable of an amount not exceeding the maximum value of the Performance Award, based on the achievement of the Performance Measures for such performance period, as determined and certified in writing by the Committee. Payment of a Performance Award may be made in cash, Common Stock, Options or other equity compensation, or a combination thereof, as determined by the Committee. Payment shall be made in a lump sum or in installments as prescribed in the Award Notice. If a Performance Award covering shares of Common Stock is to be paid in cash, such payment shall be based on the Fair Market Value of a share of Common Stock on the payment date. Payment shall be made no later than 2-1/2 months following the end of the year in which the Performance Award vests, unless payment is to be made in installments, in which case such installments shall comply with the rules under Section 409A of the Code.

     (f) Award Notice. Each Performance Award shall be evidenced by a Award Notice in such form and containing such provisions not inconsistent with the provisions of the Plan and under such terms as the Committee from time to time shall establish. The terms and provisions of the respective Award

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Notices need not be identical. Subject to the consent of the Participant, the Committee may, in its sole discretion, amend an outstanding Award Notice from time to time in any manner that is not inconsistent with the provisions of the Plan.

XII. RECAPITALIZATION OR REORGANIZATION

     (a) No Effect on Right or Power. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of the Company or any Affiliate, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

     (b) Subdivision or Consolidation of Shares; Stock Dividends. If, and whenever, prior to the expiration of an Award previously granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a dividend on Common Stock which is paid in the form of Company stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, shall be adjusted as follows: (i) in the event of an increase in the number of outstanding shares, the number shares of Common Stock subject to the Award shall be proportionately increased, and the purchase price per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, the number shares of Common Stock subject to the Award shall be proportionately reduced, and the purchase price per share shall be proportionately increased, other than in the event of a Company-directed share repurchase program. Any fractional share resulting from such adjustment shall be rounded up to the next whole share. Such proportionate adjustments will be made for purposes of making sure that to the extent possible, the fair value of the Awards after the subdivision, consolidation or dividend is equal to the fair value before the change.

     (c) Corporate Changes. Except as otherwise specifically provided in an Award Notice, effective upon a Corporate Change (or at such earlier time as the Committee may provide), all Options then outstanding shall immediately become exercisable in full, all Restricted Stock shall vest in full and cease to be subject to any restrictions, all Restricted Stock Units shall vest in full and cease to be subject to any restrictions, any Stock Appreciation Rights shall immediately be exercisable in full, and all Awards, the payout of which is subject to Performance Measures, shall vest in full and become immediately payable at such levels as the Committee in its sole discretion shall determine. In addition, the Committee, acting in its sole discretion without the consent or approval of any Participant, may effect one or more of the following alternatives, which alternatives may vary among individual Participants and which may vary among Awards held by any individual Participant: (i) require the mandatory surrender to the Company by selected Participants of some or all of the outstanding Options, stock-settled Restricted Stock Units and stock-settled Stock Appreciation Rights held by such Participants as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company shall pay (or cause to be paid) to each such Participant an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Awards over the exercise price(s), if any, under such Awards for such shares, or (ii) provide that the number and class of shares of Common Stock covered by such Awards shall be adjusted so that such Awards shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee in its sole discretion.

     (d) Change of Control Value. For the purposes of clause (i) in Subparagraph (c) above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is

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applicable, as follows: (i) the per share price offered to stockholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Awards being surrendered are exercisable or payable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

     (e) Other Changes in the Common Stock. In the event of changes in the outstanding Common Stock by reason of recapitalization, reorganization, merger, consolidation, combination, stock split, stock dividend, spin-off, exchange or other relevant changes in capitalization or distributions to the holders of Common Stock occurring after the date of the grant of any Award and not otherwise provided for by this Paragraph XII, which would have the effect of diluting or enlarging the rights of Participants, such Award and any notice evidencing such Award shall be subject to equitable or proportionate adjustment by the Committee at its sole discretion as to the number and price of shares of Common Stock or other consideration subject to such Award. In the event of any such change in the outstanding Common Stock or distribution to the holders of Common Stock, or upon the occurrence of any other event described in this Paragraph XII, the aggregate number of shares available under the Plan and the maximum number of shares that may be subject to Awards granted to any one individual may be appropriately adjusted to the extent, if any, determined by the Committee, whose determination shall be conclusive. Such proportionate adjustments will be made for purposes of making sure that to the extent possible, the fair value of the Awards after the subdivision, consolidation or dividend is equal to the fair value before the change.

     (f) No Adjustments Unless Otherwise Provided. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to Awards theretofore granted or the purchase price per share, if applicable.

XIII. AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Awards have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in the Plan may be made that would impair the rights of a Participant with respect to any outstanding Award without the consent of the Participant, and provided, further, that the Board may not, without approval of the stockholders of the Company (a) amend the Plan to increase the maximum aggregate number of shares that may be issued under the Plan or change the class of individuals eligible to receive Awards under the Plan, (b) amend or delete Paragraph VII(f), or (c) amend Paragraph XII to delete items (a) or (b).

XIV. MISCELLANEOUS

     (a) No Right To An Award. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any individual any right to be granted an Option, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, or a Performance Award, or any other rights hereunder except as may be evidenced by an Award Notice, and then only to the extent and on the terms and conditions expressly set forth therein.

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     (b) Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation purposes, including Section 409A of the Code. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver shares of Common Stock or make payments; provided the Committee first determines in its sole discretion that the structure of such trusts or other arrangements shall not cause any change in the “unfunded” status of the Plan.

     (c) No Employment/Membership Rights Conferred. Nothing contained in the Plan or any Award shall (i) confer upon any Employee any right to continued employment with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or any Affiliate to terminate his or her employment at any time. Nothing contained in the Plan shall confer upon any Director any right to service, or interfere in any way with the right of the Company to terminate his or her service at any time.

     (d) Compliance with Securities Laws. The Company shall not be obligated to issue any shares of Common Stock pursuant to an Award granted under the Plan at any time when the shares covered by such Award have not been registered pursuant to applicable U.S. federal, state or non-U.S. securities laws, or, in the opinion of legal counsel for the Company, the issuance and sale of such shares is not covered under an applicable exemption from such registration requirements.

     (e) No Fractional Shares. No fractional shares of Common Stock nor cash in lieu of fractional shares of Common Stock shall be distributed or paid pursuant to an Award. For purposes of the foregoing, any fractional shares of Common Stock shall be rounded up to the nearest whole share.

     (f) Tax Obligations; Withholding of Shares. Except with respect to non-Employee Directors and as otherwise provided under the Plan, no later than the date as of which an amount first becomes includible in a Participant’s taxable income for U.S. federal, state, local or non-U.S. income or social insurance tax purposes with respect to an Award granted under the Plan, the Participant shall pay to the Company or the Affiliate employing the Participant, or make arrangements satisfactory to the Company or the Affiliate employing the Participant for the payment of any such income or social insurance taxes of any kind required by law to be withheld with respect to such taxable amount. Notwithstanding the foregoing, the Company and its Affiliates may, in its sole discretion, withhold a sufficient number of shares of Common Stock that are otherwise issuable to the Participant pursuant to an Award to satisfy any such income or social insurance taxes of any kind required by law to be withheld, as may be necessary in the opinion of the Company or the Affiliate to satisfy all obligations for the payment of such taxes. For purposes of the foregoing, the Committee may establish such rules, regulations and procedures as it deems necessary or appropriate.

     (g) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or an Affiliate from taking any action that is deemed by the Company or such Affiliate to be appropriate or in its best interest, regardless of whether such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Participant, representative of an Employee or Participant, or other person shall have any claim against the Company or any Affiliate as a result of any such action.

     (h) Restrictions on Transfer. An Award (other than an Incentive Stock Option, which shall be subject to the transfer restrictions set as forth in Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iii) if vested, with the consent of the Committee, in its sole discretion provided that any such transfer is permitted under the applicable securities laws.

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     (i) Limitations Period. Any Participant who believes he or she is being denied any benefit or right under the Plan may file a written claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designee, will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within one hundred and twenty (120) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision is final and conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

     (j) Section 409A of the Code. It is intended that any Awards under the Plan satisfy the requirements of Section 409A of the Code to avoid imposition of applicable taxes thereunder. Thus, notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under the Plan would result in the imposition of an applicable tax under Section 409A of the Code and related regulations and Treasury pronouncements, that Plan provision or Award may be reformed by the Committee solely to the extent the Committee, in its sole discretion, determines is necessary to avoid imposition of the applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an Award.

     (k) Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws principles.

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EX-10.19

EXHIBIT 10.19

CHANGE OF CONTROL AGREEMENT

          THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), made and entered into effective as of August 20, 2007 (the “Effective Date”), by and between Exterran Holdings, Inc., a Delaware corporation (the “Company”), and                      (“Executive”).

          WHEREAS, the Company and Executive desire to enter into an agreement regarding their respective rights and obligations in connection with a Change of Control during the Term of this Agreement;

          THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

     1. Term. This Agreement shall begin on the Effective Date and shall continue until August 20, 2009; provided, however, that commencing on August 20, 2008 and on each August 20 thereafter, the term of this Agreement shall automatically be extended for one additional year (such initial period, plus any extensions, plus, in the event of Executive’s Qualifying Termination of Employment for Good Reason, any additional time period necessitated by the Company’s right to cure as set forth in the definition of “Good Reason,” the “Term”), unless at least 90 days prior to such August 20 date the Board shall give written notice to Executive that the Term of this Agreement shall cease to be so extended. However, if a Change of Control shall occur during the Term, the Term shall automatically continue in effect for a period of 18 months plus, in the event of Executive’s Qualifying Termination of Employment for Good Reason, any additional time period necessitated by the Company’s right to cure as set forth in the definition of “Good Reason,” commencing on the date of such Change of Control. This Agreement shall automatically terminate on Executive’s termination of employment, except as provided in the definition of “Protected Period.” Termination of this Agreement shall not alter or impair any rights of Executive arising under this Agreement on or prior to such termination.

     2. Qualifying Termination of Employment. If Executive incurs a Qualifying Termination of Employment, Executive shall be entitled to the benefits provided in Sections 3 and 4 hereof. If Executive’s employment terminates for any reason other than for a Qualifying Termination of Employment, then Executive shall not be entitled to any benefits under this Agreement.

     3. Benefits Upon a Qualifying Termination of Employment.

     (a) Lump Sum. Following a Qualifying Termination of Employment, the Company shall pay to Executive, within five business days after the Date of Termination (or, if Code Section 409A is applicable to the payment, as soon as such payment can be made without being subject to the additional taxes and interest under Code Section 409A), an amount, in a lump sum payment, equal to the sum of:

     (i) The total of (A) Executive’s earned but unpaid Base Salary through the Date of Termination plus (B) Executive’s Target Bonus for the current year (prorated to Date of Termination) plus (C) any earned but unpaid

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Actual Bonus for the prior year (if the prior year’s Actual Bonus has not yet been calculated as of the Date of Termination such amount shall be payable when calculated, but in no event later than March 15th of the year following the Termination Year); plus

     (ii) Any portion of Executive’s vacation pay accrued, but not used, for the Termination Year as of the Date of Termination; plus

     (iii) The product of [two/three] multiplied by the sum of Executive’s Base Salary and Target Bonus amount for the Termination Year (not prorated); plus

     (iv) An amount equal to the total of the employer matching contributions that would have been credited to Executive’s account under the 401(k) Plan and any other deferred compensation plan of the Company (or any of its affiliated companies) had Executive made the required amount of elective deferrals or contributions to receive such maximum employer matching contributions under the 401(k) Plan and any other deferred compensation plan (and regardless of whether Executive actually made any such elective deferrals or contributions) during the 12-month period immediately preceding the month of Executive’s Date of Termination, multiplied by [two/three], such amount to be grossed up so that the amount Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above; plus

     (iv) Amounts previously deferred by Executive, if any, or earned but not paid, if any, under any Company incentive and nonqualified deferred compensation plans or programs as of the Date of Termination.

     (b) Continuing Medical Coverage. For a period of [two/three] years from Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate medical and/or welfare benefit plan, program, practice or policy, the Company shall provide benefits to Executive and/or Executive’s eligible dependents equal to those that would have been provided to them in accordance with the plans, programs, practices and policies if Executive’s employment had not been terminated; provided, however, that with respect to any of such plans, programs, practices or policies requiring an employee contribution, Executive shall continue to pay the monthly employee contribution for same, and provided further, that if Executive becomes employed by another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.

     (c) Awards. All stock options, restricted stock, restricted stock units, or other awards based in common stock of the Company, and all common units, unit appreciation rights, unit options and other awards based in common units representing limited partner interests of the Partnership, and all cash-based incentive awards held by Executive and

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not previously vested shall be 100% vested (except with respect to (i) an award that is subject to Code Section 409A if such acceleration would result in the imposition of applicable taxes and interest under Code Section 409A and (ii) awards denominated in or relating to common units of the Partnership that, by their terms, continue to vest following a termination of employment without cause or for good reason). Notwithstanding the terms of any Company (or affiliate) plan or agreement between the Company (or affiliate) and Executive to the contrary, the accelerated vesting of all stock options, restricted stock, restricted stock units, or other awards required pursuant to the terms of this Section 3(c) shall govern.

     (d) Interest. If any payment due under the terms of this Agreement is not timely made by the Company, its successors or assigns, interest shall accrue on such payment at the highest maximum legal rate permissible under applicable law from the date such payment first became due through the date it is paid.

     (e) Release. Notwithstanding anything in this Agreement to the contrary, no payment shall be made or benefits provided pursuant to this Agreement unless Executive signs and returns to the Company within 50 days following the date of a Qualifying Termination of Employment, and does not revoke within seven days thereafter, a complete release and waiver, in exchange for the severance payments described in Section 3(a) above, among other items, of all claims for liability and damages in any way related to Executive’s employment against the Company, its affiliates, their directors, officers, employees and agents, and their employee benefit plans and fiduciaries and agents of such plans in a form provided by the Company.

     (f) Severance Offset. Any cash severance payments provided under Section 3(a) shall be offset or reduced by the amount of any cash severance amounts payable to Executive under any other individual agreement the Company or an affiliate may have with Executive or any severance plan or program maintained by the Company or any affiliate for employees in general.

     (g) Code Section 409A Matters.

     (i) This Agreement is intended to comply with Code Section 409A and any ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. If a provision of the Agreement would result in the imposition of applicable taxes and interest under Code Section 409A, such provision may be reformed to avoid imposition of such taxes and interest and no action taken to comply with Code Section 409A shall be deemed to adversely affect any rights or benefits of Executive hereunder.

     (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulations Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this Agreement, other than with respect to medical benefits provided under

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Section 3(b), during Executive’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.

     (iii) If the Company determines, pursuant to policies adopted by the Board, that Executive is a “specified employee” within the meaning of Code Section 409A as of the date of his Date of Termination, no distributions or benefits that are subject to Code Section 409A shall be made under this Agreement before the date that is six months and two days after Executive’s Date of Termination (or, if earlier, the date of Executive’s death). In addition, in the event of a payment delayed under this Section 3(g)(iii), the Company agrees to pay to Executive, as of the date it makes the delayed payment, simple interest on such delayed amount at the applicable Federal rate provided for in Code Section 7872(f)(2)(A), based on the number of days the payment was delayed. If Executive disagrees with the Company’s determination that Code Section 409A requires such six-month delay with respect to a payment or benefit, such payment or benefit can be made prior to such delayed payment date if Executive agrees in writing (in the form approved by the Company) that should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not comply with the requirements of Code Section 409A, then (i) Executive agrees that he is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that he will not seek contribution, reimbursement or any other recovery from the Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs he incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to this Agreement are covered by Code Section 409A and were not properly reported as such.

     4. Certain Additional Payments by the Company.

     (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes

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(including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4(a), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $1,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

     (b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination shall be made by Deloitte & Touche LLP or, as provided below, such other certified public accounting firm as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days after the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five days after the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

     (c) Executive shall notify the Company in writing of any claim by the IRS that, if successful, would require the payment by the Company of the Gross-Up Payment (or an additional Gross-Up Payment) in the event the IRS seeks higher payment. Such notification shall be given as soon as practicable, but no later than ten business days after Executive is informed in writing of such claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on

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which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

     (i) Give the Company any information reasonably requested by the Company relating to such claim;

     (ii) Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

     (iii) Cooperate with the Company in good faith in order to effectively contest such claim; and

     (iv) Permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such costs and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall provide the amount of such payment to Executive as an additional payment (“Supplemental Payment”) (subject to Section 4(d)), and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment or Supplemental Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the IRS or any other taxing authority.

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     (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

     (e) If the amount of medical benefits provided under Section 3(b) or the value of such benefit coverage (including, without limitation, any insurance premiums paid by the Company to provide such benefits) is subject to any income, employment or similar tax imposed by federal, state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Income Tax”) because such benefits cannot be provided under a nondiscriminatory health plan described in Section 105 of the Code or for any other reason, the Company will pay to Executive an additional payment or payments (collectively, an “Income Tax Payment”). The Income Tax Payment will be in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), Executive retains an amount of the Income Tax Payment equal to the Income Tax imposed with respect to such welfare benefits or such welfare benefit coverage.

     5. Restrictions and Obligations of Executive.

     (a) Consideration for Restrictions and Covenants. The Company and Executive agree that the principal consideration for the agreement to make the payments provided in this Agreement by the Company to Executive is Executive’s compliance with the undertakings set forth in this Section 5. Notwithstanding any other provision of this Agreement to the contrary, Executive agrees to comply with the provisions of this Section 5 only if Executive actually receives any such payments from the Company pursuant to this Agreement.

     (b) Confidentiality. Executive acknowledges that the Company will provide Executive with Confidential Information and has previously provided Executive with Confidential Information. In return for consideration provided under this Agreement, Executive agrees that Executive will not, while employed by the Company or any affiliate and thereafter for a period of two years, disclose or make available to any other person or entity, or use for Executive’s own personal gain, any Confidential Information, except for such disclosures as required in the performance of Executive’s duties with the Company or as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

     (c) Non-Solicitation or Hire. During the term of Executive’s employment with the Company or any affiliate thereof and for a [two/three]-year period following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly (i) employ or seek to employ any person who is at the date of termination, or was at any time within the six-month period preceding the date of termination, an officer,

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general manager or director or equivalent or more senior level employee of the Company or any of its subsidiaries or otherwise solicit, encourage, cause or induce any such employee of the Company or any of its subsidiaries to terminate such employee’s employment with the Company or such subsidiary for the employment of another company (including for this purpose the contracting with any person who was an independent contractor (excluding consultant) of the Company during such period) or (ii) take any action that would interfere with the relationship of the Company or its subsidiaries with their suppliers or customers without, in either case, the prior written consent of the Company’s Board of Directors, or engage in any other action or business that would have a material adverse effect on the Company.

     (d) Non-Competition. During the term of Executive’s employment with the Company, or any affiliate thereof and for a [two/three]-year period following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly:

     (i) Engage in any managerial, administrative, advisory, consulting, operational or sales activities in a Restricted Business anywhere in the Restricted Area, including, without limitation, as a director or partner of such Restricted Business, or

     (ii) Organize, establish, operate, own, manage, control or have a direct or indirect investment or ownership interest in a Restricted Business or in any corporation, partnership (limited or general), limited liability company, enterprise or other business entity that engages in a Restricted Business anywhere in the Restricted Area.

Nothing contained in this Section 5 shall prohibit or otherwise restrict Executive from acquiring or owning, directly or indirectly, for passive investment purposes not intended to circumvent this Agreement, securities of any entity engaged, directly or indirectly, in a Restricted Business if either (i) such entity is a public entity and Executive (A) is not a controlling Person of, or a member of a group that controls, such entity and (B) owns, directly or indirectly, no more than 3% of any class of equity securities of such entity or (ii) such entity is not a public entity and Executive (A) is not a controlling Person of, or a member of a group that controls, such entity and (B) does not own, directly or indirectly, more than 1% of any class of equity securities of such entity.

     (e) Injunctive Relief. Executive acknowledges that monetary damages for any breach of Section 5(b), (c), and (d) above will not be an adequate remedy and that irreparable injury will result to the Company, its business and property, in the event of such a breach. For that reason, Executive agrees that in the event of a breach, in addition to recovering legal damages, the Company is entitled to proceed in equity for specific performance or to enjoin Executive from violating such provisions.

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     6. Miscellaneous Provisions.

     (a) Definitions Incorporated by Reference. Reference is made to Annex I hereto for definitions of certain capitalized terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein.

     (b) No Other Mitigation or Offset; Legal Fees. The provisions of this Agreement are not intended to, nor shall they be construed to, require that Executive mitigate the amount of any payment or benefit provided for in this Agreement by seeking or accepting other employment. Except as provided in Section 3(b), the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned or health benefits received by Executive as the result of employment outside of the Company. Without limitation of the foregoing, except as provided in Section 3(f), the Company’s obligations to Executive under this Agreement shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against Executive. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or Executive of the validity or enforceability of, or liability under, any provision of this Agreement other than Section 5 or any guarantee of performance thereto (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

     (c) Cooperation. If Executive becomes entitled to severance benefits under Section 3 of this Agreement, Executive agrees, for a one-year period following the Date of Termination, to provide reasonable cooperation to the Company in response to reasonable requests made by the Company for information or assistance, including but not limited to, participating upon reasonable notice in conferences and meetings, providing documents or information, aiding in the analysis of documents, or complying with any other reasonable requests by the Company including execution of any agreements that are reasonably necessary, provided such cooperation relates to matters concerning Executive’s duties with the Company and the requests do not, in the good faith opinion of Executive, materially interfere with Executive’s other activities.

     (d) Successors; Binding Agreement.

     (i) Except in the case of a merger involving the Company with respect to which under applicable law the surviving corporation of such merger will be obligated under this Agreement in the same manner and to the same extent as the Company would have been required if no such merger had taken place, the Company will require any successor, by purchase or otherwise, to all or substantially all of the business and/or assets of the Company, to execute an agreement whereby such successor expressly assumes and agrees to perform this Agreement in the same manner and to the same extent as the Company would have been required if no such succession had taken place and expressly agrees

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that Executive may enforce this Agreement against such successor. Failure of the Company to obtain any such required agreement and to deliver such agreement to Executive prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to payment from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive had terminated Executive’s employment for Good Reason in connection with a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that executes and delivers the agreement provided for in this Section 6(d)(i) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

     (ii) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to Executive hereunder if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s beneficiary as filed with the Company pursuant to this Agreement or, if there be no such designated beneficiary, to Executive’s estate.

     (e) Notice. All notices, consents, waivers, and other communications required under this Agreement must be in writing and will be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by facsimile (with confirmation of receipt), provided that a copy is mailed by certified mail, return receipt requested, or (iii) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

If to the Company:

Exterran Holdings, Inc.

4444 Brittmoore Road

Houston, Texas 77041

Attn: Chairman of the Board of Directors

Facsimile No.: 713-                    

If to Executive:

[                    ]

[                    ]

[                    ]

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     (f) Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and by the Chairman of the Board or an authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

     (g) Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to conflicts of laws principles. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, each of which shall remain in full force and effect.

     (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

     (i) Descriptive Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

     (j) Corporate Approval. This Agreement has been approved by the Board, and has been duly executed and delivered by Executive and on behalf of the Company by its duly authorized representative.

     (k) Disputes. The parties agree to resolve any claim or controversy arising out of or relating to this Agreement by binding arbitration under the Federal Arbitration Act before one arbitrator in the City of Houston, State of Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Company shall reimburse Executive, on a current basis, for all legal fees and expenses incurred by Executive in connection with any dispute arising under this Agreement, including, without limitation, the fees and expenses of the arbitrator, unless the arbitrator finds Executive brought such claim in bad faith, in which event each party shall pay its own costs and expenses and Executive shall repay to the Company any fees and expenses previously paid on Executive’s behalf by the Company.

     The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising during the period of this Agreement and which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination of this Agreement.

11

     (l) Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all taxes it is required to withhold pursuant to any applicable law or regulation.

     (m) No Employment Agreement. Nothing in this Agreement shall give Executive any rights to (or impose any obligations for) continued employment by the Company or any of its affiliates or any successors, nor shall it give the Company any rights (or impose any obligations) with respect to continued performance of duties by Executive for the Company or any of its affiliates or any successors.

     (n) Entire Agreement. This instrument contains the entire agreement of Executive and the Company with respect to the subject matter hereof, and hereby expressly terminates, rescinds and replaces in full any prior and contemporaneous promises, representations, understandings, arrangements and agreements between the parties relating to the subject matter hereof, whether written or oral, except that any existing change of control or similar agreement between Executive and Hanover Compressor Company, Universal Compression Holdings, Inc. or any of their respective affiliates shall continue in full force and effect according to its terms with respect to the Merger. However, nothing in this Agreement shall affect Executive’s rights under such compensation and benefit plans and programs of the Company in which Executive may participate, except as may be explicitly provided in this Agreement.

          IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple counterparts effective for all purposes as of the Effective Date.

EXTERRAN HOLDINGS, INC.

By:

Name:

Title:

EXECUTIVE

12

ANNEX I
TO
CHANGE OF CONTROL AGREEMENT

Definitions:

1.	401(k) Plan. “401(k) Plan” shall mean the Company’s 401(k) Retirement and Savings Plan or any successor plan and any other Code Section 401(a) qualified plan that includes a cash or deferral arrangement under Code Section 401(k).
2.	Actual Bonus. “Actual Bonus” shall mean the specific annual incentive award approved for Executive by the Board in the case of the Section 16 officers of the Company or approved by the Chief Executive Officer for non-Section 16 officers of the Company.
3.	Base Salary. “Base Salary” shall mean an Executive’s annual rate of base salary (without regard to bonus compensation) as in effect immediately prior to the Change of Control or as the same may be increased from time to time thereafter.
4.	Board. “Board” shall mean the Board of Directors of the Company.
5.	Cause. The Company shall have “Cause” to terminate Executive’s employment only upon (a) the commission by Executive of an act of fraud, embezzlement or willful breach of a fiduciary duty to the Company or an affiliate (including the unauthorized disclosure of confidential or proprietary material information of the Company or an affiliate), (b) a conviction of Executive (or a plea of nolo contendere in lieu thereof) for a felony or a crime involving fraud, dishonesty or moral turpitude, (c) willful failure of Executive to follow the written directions of the Board; (d) willful misconduct by Executive as an employee of the Company or an affiliate; (e) the willful failure of Executive to render services to the Company or an affiliate in accordance with Executive’s employment arrangement, which failure amounts to a material neglect of Executive’s duties to the Company or an affiliate; or (f) Executive’s substantial dependence, as determined in the sole discretion of the Board, on any drug, immediate precursor or other substance listed on Schedule IV of the Federal Comprehensive Drug Abuse Prevention and Control Act of 1970, as amended.
6.	Change of Control. A “Change of Control” of the Company shall mean:

(a) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), any acquisition by any Person pursuant to a transaction which complies with clause (A) of subsection (c) of this definition shall not constitute a Change of Control; or

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(b)

Individuals, who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered for purposes of this definition as though such individual was a member of the Incumbent Board, but excluding, for these purposes, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)

The consummation of a reorganization, merger or consolidation involving the Company or any of its subsidiaries, or the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than to an entity wholly owned, directly or indirectly, by the Company) (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Resulting Corporation in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction. The term “Resulting Corporation” means (1) the Company or its successor, or (2) if as a result of a Corporate Transaction the Company or its successor becomes a subsidiary of another entity, then such entity or the parent of such entity, as applicable, or (3) in the event of a Corporate Transaction involving the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, then the transferee of such assets or the parent of such transferee, as applicable, in such Corporate Transaction. Notwithstanding the foregoing, neither the sale, lease or other disposition of assets by the Company or its subsidiaries to the Partnership or its subsidiaries or their successors nor the sale, lease or other disposition of any interest in the Partnership, its general partner or its subsidiaries or their successors shall, in and of itself, constitute a Change of Control for purposes of this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, the Merger shall not constitute a Change of Control for purposes of this Agreement.

7. Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

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8.	Confidential Information. “Confidential Information” shall mean any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its affiliates or ventures or in which property rights have been assigned or otherwise conveyed to the Company or any of its affiliates or ventures, which information, data or knowledge has commercial value in the business in which the Company is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement.
9.	Date of Termination. “Date of Termination” shall mean (a) if Executive terminates his employment for Good Reason, that date provided in the definition of Good Reason, (b) with respect to a termination prior to a Change of Control that is deemed to be during the Protected Period (as provided in said definition), the date of such termination, or (c) if Executive’s employment is terminated for any other reason on or after a Change of Control, the date of such termination, and, in the case of each of clauses (a), (b) and (c) above, such termination is also a “separation from service” within the meaning of Code Section 409A.
10.	Disability. A “Disability” means Executive is entitled to long-term disability benefits under the Company’s long-term disability plan.
11.	Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
12.	Good Reason. “Good Reason” shall mean the occurrence of any of the following without Executive’s express written consent:

(a)	A permanent change in Executive’s duties or responsibilities which are materially inconsistent with either the type of duties and responsibilities of Executive then in effect or with Executive’s title, but excluding any such change that is in conjunction with and consistent with a promotion of Executive;
(b)	A reduction in Executive’s Base Salary.
(c)	A reduction in Executive’s annual Target Bonus percentage of Base Salary as in effect immediately prior to the Change of Control;
(d)	A material reduction in Executive’s employee benefits (without regard to bonus compensation, if any) if such reduction results in Executive receiving benefits which are, in the aggregate, materially less than the benefits received by other comparable employees of the Company generally;
(e)	Executive’s being required to be based at any other office or location of employment more than 50 miles from Executive’s primary office or location of employment immediately prior to the Change of Control; or
(f)	The willful failure by the Company to pay any compensation to Executive when due.

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However, Good Reason shall not exist with respect to a matter unless Executive gives the Company a Notice of Termination due to such matter within 18 months of the date of occurrence of the Change of Control. If Executive fails to give such Notice of Termination timely, Executive shall be deemed to have waived all rights Executive may have under this Agreement with respect to such matter. The Company shall have 30 business days from the date of such Notice of Termination to cure the matter. If the Company cures the matter, such Notice of Termination shall be deemed rescinded. If the Company fails to cure the matter timely, Executive shall be deemed to have terminated at the end of such 30-day period.

13.	IRS. “IRS” shall mean the Internal Revenue Service.
14.	Merger. “Merger” shall mean the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 5, 2007, as amended, by and among Universal Compression Holdings, Inc., Hanover Compressor Company, Exterran Holdings, Inc., Ulysses Sub, Inc. and Hector Sub, Inc.
15.	Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that sets forth in reasonable detail the facts and circumstances for termination of Executive’s employment.
16.	Partnership. “Partnership” shall mean Exterran Partners, L.P. (formerly named Universal Compression Partners, L.P.).
17.	Person. “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
18.	Protected Period. The “Protected Period” shall mean the period of time beginning with the Change of Control and ending on the 18-month anniversary of such Change of Control or Executive’s death, if earlier; provided, however, if Executive’s employment with the Company is terminated during the Term and within six months prior to the date on which a Change of Control occurs (e.g., not during the Protected Period), and it is reasonably demonstrated by Executive that such termination was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, or otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the Change of Control shall be deemed to have occurred on the date immediately prior to the date of Executive’s termination and Executive shall be deemed terminated by the Company during the Protected Period other than for Cause
19.	Qualifying Termination of Employment. A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

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20.	Restricted Area. “Restricted Area” shall mean any state in the United States, or any country in which the Company or its subsidiaries engages in any Restricted Business at any time during the term of Executive’s employment with the Company.
21.	Restricted Business. “Restricted Business” shall mean the business of designing, manufacturing, servicing, operating, marketing, assembling, renting or leasing of air or gas compressors or devices using comparable technologies or other business in which the Company or its subsidiaries may be engaged during the term of Executive’s employment with the Company. To the extent that any entity is primarily engaged in a business other than a Restricted Business, the term “Restricted Business” shall mean the operations, division, segment or subsidiary of such entity that is engaged in any Restricted Business.
22.	Target Bonus. “Target Bonus” shall mean the target annual incentive award opportunity for an Executive expressed as a percentage of salary as set forth in the annual management incentive plan covering such Executive.
23.	Term. “Term” shall have the meaning set forth in Section 1 of this Agreement.
24.	Termination Year. “Termination Year” shall mean the calendar year during which Executive’s Date of Termination occurs.

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EX-10.20

EXHIBIT 10.20

AMENDMENT NO. 1 TO
CHANGE OF CONTROL AGREEMENT

     THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is dated as of August [ ], 2007, by and between Hanover Compressor Company (the “Company”) and [ ] (“Executive”).

RECITALS:

1.

The Company and Executive entered into a Change of Control Agreement dated as of [July 29, 2005] (the “Agreement”).

2.

The Company and Executive wish to amend the Agreement in certain respects, including to allow the Company and its successor to benefit from a longer period of transition services provided by the Executive following the occurrence of an event constituting Good Reason (as defined in the Agreement) and to remove the Executive’s obligation to provide the Company with a notice of termination within 30 days following the occurrence of an event constituting Good Reason.

     NOW, THEREFORE, the parties agree to amend the Agreement as follows:

1. The following shall be substituted for the first clause of Section 3(e) of the Agreement:

          “(e) Release. Notwithstanding anything in this Agreement to the contrary, no payment shall be made [on account of Executive’s Target Bonus for the current year (prorated to the Date of Termination) under clause 3(a)(i) above or]¹ under clauses 3(a)(iii) and (iv) above or benefits provided pursuant to this Agreement unless Executive signs a complete release and waiver of all claims against the Company and its affiliates in a form provided by the Company during the 45-day period following the Date of Termination, and the revocation period for such release has expired.”

¹ Keep this language only if the payment of the Executive’s pro rata Target Bonus at termination is a separate severance payment and not a term of the Target Bonus plan itself.

2. The following shall be substituted for clause (a) of Section 7 of Annex I of the Agreement:

     “(a) if Executive terminates his employment for Good Reason, the date of such termination,”

3. The second clause of Section 9 of Annex I of the Agreement, beginning with the word “However” is deleted in its entirety.

          Except as otherwise expressly amended by this Amendment, the terms and provisions of the Agreement are hereby confirmed and ratified and remain in full force and effect.

     The parties have executed this Amendment effective as of August ___, 2007.

HANOVER COMPRESSOR COMPANY	EXECUTIVE
By:
Date:	Date:

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EX-99.1

Exhibit 99.1

Hanover Compressor Company Completes Tender Offers and Consent Solicitations

Hanover Compressor Company (“Hanover”) (NYSE:HC) today announced that it has completed its previously announced tender offers and consent solicitations for $550 million of its outstanding senior notes (as described in the table below and, collectively, the “Notes”). As of 5:00 p.m., New York City time, on August 17, 2007, Hanover had received tenders of Notes as displayed in the table below.

	CUSIP
Title of Security	Number		Principal Amount Outstanding		Principal Amount Tendered		% Tendered
8.625% Senior Notes due 2010		410768AF2	$	200,000,000	$	199,915,000		99.96	%
9.0% Senior Notes due 2014		410768AG0	$	200,000,000	$	200,000,000		100	%
7.5% Senior Notes due 2013		410768AH8	$	150,000,000	$	150,000,000		100	%

On August 20, 2007, Hanover accepted for purchase all of the tendered Notes. As a result, the supplemental indentures effecting certain proposed amendments to the indentures governing the Notes have become operative. The amendments to the indentures eliminate substantially all of the restrictive covenants and eliminate or modify certain events of default in the indentures governing the Notes, as described in the Offer to Purchase and Consent Solicitation Statement dated as of July 19, 2007.

As a result of Hanover’s acceptance for purchase of all of its outstanding 9.0 % Senior Notes due 2014 and 7.5% Senior Notes due 2013, the indentures relating to those series of Notes are expected to be satisfied and discharged.

Wachovia Securities acted as exclusive dealer manager in connection with the tender offers and consent solicitations.

CONTACT: Hanover Compressor Company, Houston
Vice President, Investor Relations & Technology
Stephen P. York, 832-554-4856

EX-99.2

Exhibit 99.2

Exterran Closes Debt Refinancing and Announces Stock Repurchase Program

HOUSTON, August 20, 2007 — Exterran Holdings, Inc. (NYSE: EXH) announced that, following the merger of Hanover Compressor Company and Universal Compression Holdings into Exterran today, Exterran has completed a refinancing of the outstanding debt of Hanover and Universal by closing two new debt facilities. Exterran entered into a $1.65 billion senior secured credit facility, consisting of an $850 million five-year revolving line of credit and an $800 million six-year term loan, with a syndicate of financial institutions as well as a $1.0 billion asset-backed securitization (ABS) facility. Initial borrowings under these facilities include approximately $65 million under the revolving line of credit, $800 million under the term loan and $400 million under the ABS facility. As a result of these new Exterran facilities, all of the debt of Universal and Hanover has been retired or refinanced, other than Hanover’s convertible debt securities, the credit facility of Exterran Partners, L.P. (formerly known as Universal Compression Partners, L.P.), and Hanover’s equipment trust notes. On Friday, August 17, 2007, Hanover called for redemption all $383 million aggregate principal amount of its equipment trust notes. Those notes will be refinanced with additional borrowings under Exterran’s new ABS facility.

“We are pleased by the strong market execution and attractive terms of these credit facilities, which we believe reflect the capital markets’ confidence in Exterran’s financial strength and business strategy,” said J. Michael Anderson, Exterran’s Senior Vice President and Chief Financial Officer. “This refinancing will provide Exterran with approximately $10 million to $12 million per year in ongoing interest expense savings, compared to the combined interest expense levels of Universal and Hanover today, and it gives Exterran the necessary financial flexibility to continue to pursue its business plan.”

The new credit facility was arranged by Wachovia Capital Markets, LLC and J.P. Morgan Securities, Inc., as Joint Lead Arrangers, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent. Bank of America, N.A., Calyon New York Branch and Fortis Capital Corp. were Co-Documentation Agents. The new ABS facility was arranged and provided by Wachovia Capital Markets, LLC.

In conjunction with this debt refinancing, Exterran is expected to record during the third quarter of 2007 approximately $75 million, on a pretax basis, in debt extinguishment costs, including call premium, swap termination and write-off of unamortized debt issuance costs.

Stock Repurchase Program

Exterran also announced that its Board of Directors today authorized the repurchase of up to $200 million of Exterran’s common stock. This authorization extends until August 2009. Exterran intends to make purchases from time to time as market conditions warrant and hold the repurchased shares in treasury for general corporate purposes.

About Exterran

Exterran Holdings, Inc. is the global market leader in full service natural gas compression and a premier provider of sales, operations, maintenance, fabrication, service and equipment for oil and gas production, processing and transportation applications. Exterran serves customers across the energy spectrum—from producers to transporters to processors to storage owners. Headquartered in Houston, Texas, Exterran and its 11,000 employees have operations in over 30 countries worldwide. For more information, visit www.exterran.com.

Forward-Looking Statements

All statements in this release (and oral statements made regarding the subjects of this release) other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside Exterran’s control, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, the refinancing plan with respect to the equipment trust notes, the expected ongoing interest expense savings as a result of the debt refinancing, the degree of financial flexibility and aid in the pursuit of Exterran’s business plan that the refinancing will provide and Exterran’s intentions with respect to acquiring its shares as part of the stock repurchase program. While Exterran believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the accuracy of the forward-looking information. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements include changes in Exterran’s credit rating and the factors that impact its credit rating, changes in the capital markets for both debt and equity, changes in prevailing interest rates and Exterran’s future performance.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Universal’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended by Amendment No. 1 thereto, Hanover’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended by Amendment No. 1 thereto, and those

set forth from time to time in Exterran’s, Universal’s and Hanover’s filings with the Securities and Exchange Commission (“SEC”), which are currently available through www.universalcompression.com and www.hanover-co.com and will later be available at www.exterran.com. Except as required by law, Exterran expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

For Exterran:
David Oatman, (713) 335-7460 (Investors)
Rick Goins, (832) 554-4918 (Media)