FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT
This First Amendment (this “ Amendment ”) to the First Amended And Restated Omnibus Agreement (the “
Omnibus Agreement ”) is entered into on, and effective as of, July 30, 2008 (the “ Effective Date ”), and is by
and among Exterran Holdings, Inc., a Delaware corporation (“ Exterran ”), Exterran Energy Solutions, L.P., a
Delaware limited partnership (“ EES ”), Exterran GP LLC, a Delaware limited liability company formerly named
UCO GP, LLC (“ GP LLC ”), Exterran General Partner, L.P., a Delaware limited partnership formerly named
as UCO General Partner, L.P. (the “ General Partner ”), Exterran Partners, L.P., a Delaware limited
partnership (the “ Partnership ) and EXLP Operating LLC (the “ Operating Company ”). The above-named
entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the Parties .”
Capitalized terms used but not defined herein shall have the meaning given thereto in the Omnibus Agreement.
A. The Parties, together with Exterran, Inc., a Texas corporation, (“ EI ”), entered into the Omnibus
Agreement on, and effective as of August 20, 2007.
B. As a result of a reorganization that occurred on May 31, 2008 (the “ Reorganization ”), EI was merged
with and into EES.
C. The Parties desire to amend Section 3.2(a) of the Omnibus Agreement to (i) increase the maximum selling,
general and administrative costs that may be allocated to the Partnership to take into account the contribution of
certain compression services agreements and compression equipment (the “ New Assets ”) to the Partnership in
the transaction (the “Transaction” ) set forth in that certain Contribution, Conveyance and Assumption
Agreement by and among Exterran, Hanover Compressor Company, Hanover Compression General Holdings,
LLC, EES, Exterran ABS 2007 LLC, Exterran ABS Leasing 2007 LLC, EES Leasing LLC, EXH GP LP LLC,
GP LLC, EXH MLP LP LLC, the General Partner, the O