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): March 7, 2012

EXTERRAN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33078   22-3935108

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

16666 Northchase Drive, Houston, Texas   77060
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (281) 836-7000

Not Applicable

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:

 

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

 

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

 

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

 

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

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

First Amendment to Third Amended and Restated Omnibus Agreement

In connection with the completion of the Transactions described in Item 2.01, below, on March 8, 2012, Exterran Partners, L.P. (the “Partnership” or “we”) entered into a First Amendment to Third Amended and Restated Omnibus Agreement (the “Omnibus Amendment”) with Exterran Holdings, Inc. (“EXH”), Exterran Energy Solutions, L.P. (“EESLP”), Exterran GP LLC (“GP LLC”), Exterran General Partner, L.P. (“GP”) and EXLP Operating LLC (“EXLP Operating”). The Third Amended and Restated Omnibus Agreement, dated as of June 10, 2011, as amended by the Omnibus Amendment, governs several relationships between us and EXH, including:

 

  1. Certain agreements not to compete between us and our affiliates, on the one hand, and EXH and its affiliates, on the other hand;

 

  2. EXH’s obligation to provide all operational staff, corporate staff and support services reasonably necessary to run our business and our obligation to reimburse EXH for the provision of such services, subject to certain limitations;

 

  3. The terms under which we, EXH and our respective affiliates may transfer compression equipment;

 

  4. The terms under which we may purchase newly-fabricated compression equipment from EXH’s affiliates;

 

  5. EXH’s licensing of certain intellectual property to us, including our and EXH’s logos; and

 

  6. Our obligation to indemnify EXH for certain liabilities, and EXH’s obligation to indemnify us for certain liabilities.

The Omnibus Amendment amends the Third Amended and Restated Omnibus Agreement to, among other things, (1) increase the cap on selling, general and administrative costs allocable from EXH to us based on such costs incurred by EXH on our behalf from $9.0 million per quarter to $10.5 million per quarter and (2) extend the term of the caps on our obligation to reimburse EXH for selling, general and administrative costs and operating costs EXH allocates to us based on such costs EXH incurs on our behalf for an additional year such that the caps will now terminate on December 31, 2013.

Each of the parties to the Third Amended and Restated Omnibus Agreement, other than EXH, is a direct or indirect subsidiary of EXH. As a result, certain individuals, including officers of EXH and officers and directors of GP LLC, serve as officers and/or directors of more than one of such entities. Also, EXH holds (as of the date of this Form 8-K) an indirect 30% limited partner interest in us through its subsidiaries and an approximate 2% general partner interest and incentive distribution rights in us through its indirect ownership of GP, our general partner.

First Amendment to Amended and Restated Senior Secured Credit Agreement and Increase in Revolving Credit Commitments

On March 7, 2012, we, as Guarantor, and EXLP Operating, our wholly owned subsidiary, as Borrower, entered into the First Amendment to Amended and Restated Senior Secured Credit Agreement (the “Credit Agreement Amendment”) with Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, and the other lenders signatory thereto. The Credit Agreement Amendment amends the Amended and Restated Senior Secured Credit Agreement, dated as of November 3, 2010 (the “Credit Agreement”), among us, EXLP Operating, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank plc and The Royal Bank of Scotland plc, as Co-Documentation Agents, and the other lenders signatory thereto, in order to, among other things, (i) provide that the revolving credit commitments and/or term commitments may be increased by up to $400 million in the aggregate after the effective date of the Credit Agreement Amendment, (ii) increase the sublimit for swingline loans to $50 million and (iii) eliminate the requirement that term loans be prepaid with a portion of the net proceeds of any

issuance by us of senior notes. Immediately after the effectiveness of the Credit Agreement Amendment, certain of the lenders increased their revolving credit commitments under the Credit Agreement, and one new financial institution provided a revolving credit commitment under the Credit Agreement, resulting in a $200 million increase in the aggregate revolving credit commitments under the Credit Agreement. The Credit Agreement now provides for a $750 million revolving credit facility (with a $100 million sublimit for letters of credit and a $50 million sublimit for swingline loans) and a $150 million term loan facility.

The foregoing summary is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 1.01 by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported, on February 22, 2012, we entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with EXH, Exterran Energy Corp., Exterran General Holdings, LLC, EESLP, EES Leasing LLC, EXH GP LP LLC, GP LLC, EXH MLP LP LLC (“MLP LP LLC”), GP, EXLP Operating and EXLP Leasing LLC (“EXLP Leasing”). The Contribution Agreement is incorporated herein by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 24, 2012. Pursuant to the Contribution Agreement, on March 8, 2012, we and the other parties to the Contribution Agreement completed the following transactions (collectively, the “Transactions”):

1. A series of conveyances, contributions and distributions by EESLP to various parties to the Contribution Agreement and ultimately to EXLP Operating and EXLP Leasing of: (a) specified compression services customer contracts and compression equipment used to provide compression services under those contracts, (b) certain other compression equipment currently being leased by us from EESLP and (c) a natural gas processing plant with a capacity of 10 million cubic feet per day and a related long-term processing services agreement;

2. Our payment to EXH of $77.4 million in cash; and

3. EXLP Operating’s assumption and repayment of $105.4 million of EXH’s debt.

The Conflicts Committee of the Board of Directors of GP LLC, acting pursuant to delegated authority under our First Amended and Restated Agreement of Limited Partnership, as amended, approved the terms of the Contribution Agreement and the Transactions. The description in Item 1.01 above of the relationships between the parties to the Omnibus Amendment and the description in Item 2.03 below of our and EXLP Operating’s financing of the Transactions are incorporated herein by reference.

 

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

The description of the Credit Agreement Amendment described above under Item 1.01 is incorporated in this Item 2.03 by reference. A copy of the Credit Agreement Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 2.03 by reference.

On March 8, 2012, EXLP Operating assumed $105.4 million of EXH’s debt in connection with the Transactions described in Item 2.01 and repaid that debt in full with borrowings under the Credit Facility. We funded the cash portion of the consideration for the acquisition described in Item 2.01 above with additional borrowings under the Credit Facility of $77.4 million.

 

Item 3.02 Unregistered Sales of Equity Securities

On March 5, 2012, we completed the sale of 4,500,000 common units in a public underwritten offering. In connection with this sale and as permitted under our Partnership Agreement, on March 7, 2012, we issued 91,415 General Partner Units to GP in consideration of the continuation of GP’s approximate 2.0% general partner interest in the Partnership. We received a capital contribution from GP in the amount of $2.2 million as consideration for such units.

Item 7.01 Regulation FD Disclosure

On March 9, 2012, we announced the closing of the transactions described in Items 1.01, 2.01 and 2.03 above. A copy of the press release is filed as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

(b) Pro Forma Financial Information

The financial statements required by Items 9.01(a) and 9.01(b) were included in Item 9.01 of our Current Report on Form 8-K/A filed on February 24, 2012.

(d) Exhibits

 

Exhibit No.

  

Description

10.1    First Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 7, 2012, among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, and the other lenders signatory thereto
99.1    Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated March 9, 2012

SIGNATURES

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 PARTNERS, L.P.
  By:   Exterran General Partner, L.P., its general partner
  By:   Exterran GP LLC, its general partner

March 13, 2012

  By:  

/s/ Kenneth R. Bickett

   

Kenneth R. Bickett

    Vice President and Controller

Exhibit Index

 

Exhibit No.

  

Description

10.1    First Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 7, 2012, among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, and the other lenders signatory thereto
99.1    Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated March 9, 2012

Exhibit 10.1

F IRST A MENDMENT TO A MENDED AND R ESTATED

S ENIOR S ECURED C REDIT A GREEMENT

THIS F IRST A MENDMENT TO A MENDED AND R ESTATED S ENIOR S ECURED C REDIT A GREEMENT (this “ First Amendment ”), dated as of March 7, 2012, is among EXLP OPERATING LLC, a limited liability company formed under the laws of the state of Delaware (the “ Borrower ”), EXTERRAN PARTNERS, L.P., a limited partnership formed under the laws of the state of Delaware (“ EXLP ”), the Lenders listed on the signature pages attached hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and as Swingline Lender.

R E C I T A L S

The Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Senior Credit Agreement dated as of November 3, 2010 (as heretofore amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”), pursuant to which the Lenders have made certain extensions of credit available to and on behalf of the Borrower; and

The Borrower has requested, and the Administrative Agent and the Lenders party hereto have agreed to, amend certain provisions of the Credit Agreement as more fully provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all references to Sections and Articles in this First Amendment refer to Sections and Articles of the Credit Agreement.

Section 2. Amendments to Credit Agreement .

2.1 Amendments to Section 1.02 .

(a) The following definition is hereby amended in its entirety to read as follows:

“ Agreement ” means this Amended and Restated Senior Secured Credit Agreement, as the same has been amended by that certain First Amendment, and as the same may from time to time be further amended, modified, supplemented or restated.

(b) The following defined term in Section 1.02 is hereby added as follows:

“ First Amendment ” means the First Amendment to the Amended and Restated Senior Secured Credit Agreement dated as of March 7, 2012, among the Borrower, EXLP, the Administrative Agent, the Swingline Lender and the Lenders party thereto.

“ First Amendment Effective Date ” means March 7, 2012.

2.2 Amendment to Section 2.06(c)(ii)(A) . Section 2.06(c)(ii)(A) is hereby amended and restated in its entirety to read as follows:

(A) such increase shall not be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof unless the Administrative Agent otherwise consents, and no such increase shall be permitted if, after giving effect thereto, the cumulative increases of the Aggregate Commitments pursuant to this Section 2.06(c) effected from and after the First Amendment Effective Date would exceed $400,000,000;

2.3 Amendment to Section 2.08(a)(i) . The Borrower has requested to increase the aggregate principal amount of Swingline Loans which may be outstanding to $50,000,000. On the First Amendment Effective Date, Section 2.08(a)(i) of the Credit Agreement is hereby amended by replacing $30,000,000 with $50,000,000.

2.4 Amendment to Section 3.04(c)(ii) . Section 3.04(c)(ii) is hereby amended by deleting such Section in its entirety.

Section 3. Conditions Precedent . This First Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “ First Amendment Effective Date ”):

3.1 The Administrative Agent shall have received from the Majority Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Persons.

3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

3.3 No Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this First Amendment.

Section 4. Intent to Increase Aggregate Revolving Commitments . In connection herewith, the Borrower has informed the Administrative Agent of the Borrower’s intent to, immediately after the effectiveness of this First Amendment, increase the Aggregate Revolving Commitments pursuant to Section 2.06(c)(ii)(A) of the Credit Agreement, as such Section is amended by this First Amendment, by $200,000,000 (the “ Specified Facility Increase ”). The parties hereto hereby agree that the effectiveness of the Specified Facility Increase shall be conditioned upon a pro rata reduction of the Aggregate Commitments (as defined in the hereinafter described EXH Credit Agreement) by $200,000,000. As used herein, the “ EXH Credit Agreement ” means that certain Senior Secured Credit Agreement dated as of July 8, 2011, among Exterran Holdings, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other agents party thereto, as heretofore amended, restated, supplemented or otherwise modified.

Section 5. Miscellaneous .

5.1 Confirmation . The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

5.2 Representations and Warranties .

(a) Ratification and Affirmation . The Borrower and EXLP hereby: (i) acknowledge the terms of this First Amendment; (ii) ratify and affirm their obligations under, and acknowledge, renew and extend their continued liability under, each Loan Document to which they are a party and agree that each Loan Document to which they are a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agree that from and after the First Amendment Effective Date each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (iv) represent and warrant to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment: (A) all of the representations and warranties made by the Borrower contained in each Loan Document to which they are a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof), unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date and (B) no Default or Event of Default has occurred and is continuing.

(b) Corporate Authority; Enforceability; No Conflicts . The Borrower and EXLP hereby represent and warrant to the Lenders that (i) they have all necessary power and authority to execute, deliver and perform the obligations under this First Amendment; (ii) the execution, delivery and performance by the Borrower and EXLP of this First Amendment has been duly authorized by all necessary action on their part; (iii) this First Amendment has been duly executed and delivered by the Borrower and EXLP and constitutes the legal, valid and binding obligation of the Borrower and EXLP in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditor’s rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) this First Amendment requires no authorizations, approvals or consent, or registration or filing with, or further action by, any Governmental Authority, except for those that have been obtained or made and are in effect; and (v) neither the execution and delivery of this First Amendment nor compliance with the terms hereof will contravene, or result in a breach of, the charter or by-laws of the Borrower or EXLP, any Governmental Requirement, any agreement or instrument to which the Borrower or EXLP is a party (other than any agreement or instrument the contravention of which or breach of which could not reasonably be expected to be materially adverse to any Secured 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.

5.3 Loan Document . This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

5.4 Counterparts . This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

5.5 NO ORAL AGREEMENT . THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

5.6 GOVERNING LAW . THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

[Signatures Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.

 

EXLP OPERATING LLC, as Borrower
By:  

/s/ J. Michael Anderson

Name:   J. Michael Anderson
Title:   Senior Vice President and
  Chief Financial Officer

 

Signature Page to First Amendment

EXTERRAN PARTNERS, L.P., as Guarantor
By:   EXTERRAN GENERAL PARTNER, L.P., its general partner
By:   EXTERRAN GP LLC, its general partner
By:  

/s/ J. Michael Anderson

Name:   J. Michael Anderson
Title:   Senior Vice President and
  Chief Financial Officer

 

Signature Page to First Amendment

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender and as a Lender
By:  

/s/ Donald W. Herrick, Jr.

Name:   Donald W. Herrick, Jr.
Title:   Director
JPMORGAN CHASE BANK, N.A., as a Lender
By:  

/s/ Thomas Okamoto

Name:   Thomas Okamoto
Title:   Authorized Officer
BARCLAYS BANK PLC, as a Lender
By:  

/s/ Michael Mozer

Name:   Michael Mozer
Title:   Vice President
THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By:  

/s/ Matthew Main

Name:   Matthew Main
Title:   Authorised Signatory
BNP PARIBAS, as a Lender
By:  

/s/ Michaela Braun

Name:   Michaela Braun
Title:   Director
By:  

/s/ Greg Smothers

Name:   Greg Smothers
Title:   Director

 

Signature Page to First Amendment

ROYAL BANK OF CANADA, as a Lender
By:  

/s/ Jason S. York

Name:   Jason S. York
Title:   Authorized Signatory
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:  

/s/ Shaheen Malik

Name:   Shaheen Malik
Title:   Vice President
By:  

/s/ Michael Spaight

Name:   Michael Spaight
Title:   Associate
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:  

/s/ Masakazu Hasegawa

Name:   Masakazu Hasegawa
Title:   Managing Director
REGIONS BANK, as a Lender
By:  

/s/ David Valentine

Name:   David Valentine
Title:   Vice President
COMPASS BANK, as a Lender
By:  

/s/ Jason Goetz

Name:   Jason Goetz
Title:   Vice President
CITIBANK, N.A., as a Lender
By:  

/s/ Yasantha Gunaratna

Name:   Yasantha Gunaratna
Title:   Vice President

 

Signature Page to First Amendment

BANK OF NOVA SCOTIA, as a Lender
By:  

/s/ Mark Sparrow

Name:   Mark Sparrow
Title:   Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:  

/s/ Sharada Manne

Name:   Sharada Manne
Title:   Director
By:  

/s/ Michael D. Willis

Name:   Michael D. Willis
Title:   Managing Director
BRANCH BANKING AND TRUST, as a Lender
By:  

/s/ De Von J. Lang

Name:   De Von J. Lang
Title:   Vice President
UNION BANK, N.A., as a Lender
By:  

/s/ Scott Gildea

Name:   Scott Gildea
Title:   Vice President
TRUSTMARK NATIONAL BANK, as a Lender
By:  

/s/ Jeff Deutsche

Name:   Jeff Deutsche
Title:   Senior Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:  

/s/ Dale A. Stein

Name:   Dale A. Stein
Title:   Senior Vice President

 

Signature Page to First Amendment

AMEGY BANK, N.A., as a Lender
By:  

/s/ Brad Ellis

Name:   Brad Ellis
Title:   Senior Vice President
RAYMOND JAMES BANK, N.A., as a Lender
By:  

/s/ Scott G. Axelrod

Name:   Scott G. Axelrod
Title:   Vice President
BOKF, N.A. D/B/A BANK OF TEXAS, as a Lender
By:  

/s/ Brian Harley

Name:   Brian Harley
Title:   Vice President

 

Signature Page to First Amendment

REAFFIRMATION AND RATIFICATION: Each Guarantor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party, including the Guaranty Agreement, and agrees that each Loan Document to which it is a party, including the Guaranty Agreement, remains in full force and effect as expressly amended hereby; and (c) represents and warrants to the Lenders that, as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the representations and warranties made by such Guarantor contained in each Loan Document to which such Guarantor is a party, including the Guaranty Agreement, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) as though made on and as of the First Amendment Effective Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing.

 

ACKNOWLEDGED AND RATIFIED:   EXTERRAN PARTNERS, L.P.
  By:   EXTERRAN GENERAL PARTNER, L.P., its general partner
  By:   EXTERRAN GP LLC, its general partner
  By:  

/s/ J. Michael Anderson

  Name:   J. Michael Anderson
  Title:   Senior Vice President and
    Chief Financial Officer
  EXLP LEASING LLC
  By:  

/s/ J. Michael Anderson

  Name:   J. Michael Anderson
  Title:   Senior Vice President and
    Chief Financial Officer

Exhibit 99.1

 

LOGO

For information, contact:

Investors – David Oatman 281-836-7035

Media – Susan Moore 281-836-7398

EXTERRAN PARTNERS COMPLETES ACQUISITION OF

COMPRESSION AND PROCESSING ASSETS FROM EXTERRAN HOLDINGS

HOUSTON (Mar. 9, 2012) – Exterran Holdings, Inc. (NYSE: EXH) and Exterran Partners, L.P. (NASDAQ: EXLP) today announced that Exterran Partners has completed its previously announced acquisition of compression and processing assets from Exterran Holdings.

The acquired assets include contracts serving approximately 40 customers of Exterran Holdings, together with approximately 400 compressor units used to provide compression services under those contracts. These compressors comprise approximately 188,000 horsepower, which represents approximately 5 percent (by available horsepower) of the combined U.S. contract operations business of Exterran Holdings and Exterran Partners. In addition, the acquired assets include approximately 140 compressor units, comprising approximately 75,000 horsepower previously leased from Exterran Holdings to Exterran Partners, and a natural gas processing plant with a capacity of 10 million cubic feet per day located in the northeastern United States used to provide processing services pursuant to a long-term services agreement.

The transaction consideration includes Exterran Partners’ assumption of approximately $105.4 million of Exterran Holdings’ debt and the payment of approximately $77.4 million in cash (which includes cash paid as consideration in lieu of the 1.9 million Exterran Partners units Exterran Holdings was originally due to receive as part of its consideration in the transaction). Exterran Holdings will use the cash proceeds from the transaction to reduce the outstanding debt balance under its credit facility. Exterran Partners financed the transaction (including funds utilized to immediately repay the debt assumed from Exterran Holdings) with approximately $78.8 million of borrowings under its revolving credit facility and approximately $104.0 million of net proceeds from its recently completed underwritten public offering of common units . In connection with the transaction, Exterran Partners on March 7, 2012 amended its senior secured credit facility to, among other things, increase its size by an additional $200 million to $900 million.

About Exterran Holdings and Exterran Partners

Exterran Holdings, Inc. is a global market leader in full service natural gas compression and a premier provider of operations, maintenance, service and equipment for oil and gas production, processing and transportation applications. Exterran Holdings serves customers across the energy spectrum – from producers to transporters to processors to storage owners. Headquartered in Houston, Texas, Exterran has approximately 10,000 employees and operates in approximately 30 countries.

Exterran Partners, L.P. provides natural gas contract operations services to customers throughout the United States. Exterran Holdings owns an equity interest in Exterran Partners.

For more information, visit www.exterran.com .