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):
 
October 28, 2008

 
EXTERRAN PARTNERS, L.P.
 
 
__________________________________________
 
 
(Exact name of registrant as specified in its charter)
 
     
Delaware
001-33078
22-3935108
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Officer Appointment of Ernie Danner

On October 28, 2008, the board of directors (the “Board”) of Exterran GP LLC, the general partner of Exterran General Partner, L.P., the general partner of Exterran Partners, L.P., appointed Ernie L. Danner, 54, as President and Chief Operating Officer of Exterran GP LLC.  Mr. Danner was appointed as President and Chief Operating Officer of Exterran Holdings, Inc. (“Exterran”), the indirect owner of Exterran GP LLC, effective on October 8, 2008.  Mr. Danner has been a director of Exterran since the consummation of the merger of Universal Compression Holdings, Inc. (“Universal”) and Hanover Compressor Company on August 20, 2007 and previously served as a director of Universal beginning with Universal’s acquisition of Tidewater Compression Service, Inc. in 1998. Mr. Danner served in various positions of increasing responsibility at Universal from 1998 until 2007, including as an Executive Vice President of Universal from February 1998 to 2007 and Chief Operating Officer from July 2006 to August 2007. Prior to joining Universal, Mr. Danner served as Chief Financial Officer and Senior Vice President of MidCon Corp., an interstate pipeline company and a wholly owned subsidiary of Occidental Petroleum Corporation.  Mr. Danner is also a director of Copano Energy, LLC (a midstream natural gas company) and Horizon Lines, LLC (a Jones Act shipping company), and he serves on the Board of Trustees of the John Cooper School in The Woodlands, Texas.

Stephen A. Snider, Exterran GP LLC’s Chief Executive Officer, ceased serving as Exterran GP LLC’s President upon Mr. Danner’s appointment to that position.

Mr. Danner entered into a change of control agreement with Exterran and will participate in Exterran’s Annual Pay Performance Plan, as described in Exterran’s Current Report on Form 8-K, filed on October 10, 2008 (the “Exterran 8-K”).  Neither we nor Exterran GP LLC have any form of employment agreement with Mr. Danner, either written or oral, that guarantees salaries, salary increases, bonuses or benefits.  There are no other arrangements or understandings between Mr. Danner and any other person pursuant to which he was selected as an officer. There are no family relationships between Mr. Danner and any executive officer or director of us, Exterran GP LLC or Exterran.

Appointment of Mr. Danner as Director

On October 28, 2008, Mr. Danner was appointed as a director of Exterran GP LLC.   Mr. Danner has not been appointed to serve on any Board committee.  As a non-independent director, Mr. Danner will not receive remuneration for his services on the Board.  Mr. Danner will receive remuneration for his services as President and Chief Operating Officer of Exterran, which indirectly owns all of the interest in Exterran GP LLC and a majority interest in us.  As disclosed in the Exterran 8-K, Mr. Danner’s base salary as President and Chief Operating Officer of Exterran has been set at $450,000, and he will participate in Exterran’s Annual Pay Performance Plan.  Under the terms of our omnibus agreement with Exterran, we will be allocated a portion of Mr. Danner’s compensation cost to reimburse Exterran for the services he will provide to us as President and Chief Operating Officer of Exterran GP LLC, which we intend to disclose in our annual proxy statement.

Amendment to Exterran Partners, L.P. Long-Term Incentive Plan

On October 28, 2008, the Board adopted an amendment (the “Plan Amendment”) to our Long-Term Incentive Plan (the “Plan”) and an amendment to the form of Grant of Options (the “Grant Amendment”) under the Plan.  The Plan Amendment and the Grant Amendment amend the Plan and the form of Grant of Options, respectively, to allow us the option to settle any exercised Option (as defined in the Plan) in a payment in cash equal to the Fair Market Value (as defined in the Plan) of the number of common units that we would otherwise issue upon exercise of such Option less the exercise price and any amounts we require to meet our withholding requirements under applicable law.

The foregoing description of the Plan Amendment and the Grant Amendment is qualified in its entirety by reference to the full texts of the Plan Amendment and the Grant Amendment, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Retirement Arrangements for Mr. Snider

As previously announced in Exterran’s Current Report on Form 8-K filed on October 10, 2008, Stephen A. Snider, Exterran’s Chief Executive Officer, plans to retire from that position by the end of June 2009.   Mr. Snider also intends to resign as our Chief Executive Officer by the end of June 2009.  In preparation for Mr. Snider’s retirement and in recognition of his service to Exterran and to us, on October 27, 2008, the compensation committee of Exterran’s board of directors approved amendments to each award agreement pursuant to which Mr. Snider was granted outstanding options, restricted stock or Partnership unit appreciation rights (collectively, the “Exterran Award Agreements”) under the Universal Compression Holdings, Inc. Incentive Stock Option Plan, the Universal Compression Holdings, Inc. Restricted Stock Plan for Executive Officers and the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan.  The amendments provide that (a) each outstanding unvested option and share of restricted stock granted under the Exterran Award Agreements will vest in full upon Mr. Snider’s retirement date and (b) the exercise term of each option and unit appreciation right granted under the Exterran Award Agreements will be extended through its original term, as set forth in the applicable plan or Exterran Award Agreement.

On October 28, 2008, the Board’s compensation committee approved amendments to each award agreement pursuant to which Mr. Snider was granted outstanding unit options or phantom units with distribution equivalent rights (collectively, the “Partnership Award Agreements”) under the Plan.  The amendments provide that (a) each outstanding phantom unit granted under the Partnership Award Agreements will vest in full upon Mr. Snider’s retirement date and (b) the exercise term of each unit option granted under the Partnership Award Agreements will be extended through its original term, as set forth in the applicable Partnership Award Agreement.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.                        Description
 
10.1
Second Amendment to Exterran Partners, L.P. Long-Term Incentive Plan.
 
 
10.2
Form of Amendment No. 2 to Grant of Options under the Exterran Partners, L.P. Long-Term Incentive Plan.
 
 

 

 
 
 

 
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
         
       
(Registrant)
  
       
October 30, 2008
 
By:
    /s/ DANIEL K. SCHLANGER
       
 
       
Daniel K. Schlanger
       
Senior Vice President and Chief Financial Officer


 
 
 


 
Exhibit Index

10.1
 
Second Amendment to Exterran Partners, L.P. Long-Term Incentive Plan.
     
10.2
 
Form of Amendment No. 2 to Grant of Options under the Exterran Partners, L.P. Long-Term Incentive Plan.
Exhibit 10.1
 
 SECOND AMENDMENT TO
 
EXTERRAN PARTNERS, L.P.
 
LONG-TERM INCENTIVE PLAN
 

SECTION 1.   Amendment .  This Second Amendment (this “Second Amendment”) to Exterran Partners, L.P. Long-Term Incentive Plan, as amended through the date hereof (the “Plan”), has been adopted by Exterran GP LLC, a Delaware limited liability company (the “Company”), the general partner of Exterran General Partner, L.P., a Delaware limited partnership (the “General Partner”) which is the general partner of Exterran Partners, L.P., a Delaware limited partnership and formerly named Universal Compression Partners, L.P. (the “Partnership”).  This Amendment amends the Plan as follows:
 
(i)           Section 6(a) of the Plan is amended to add the following clause (iv):
 
“(iv) The terms of any Option grant may include the right of the Company,  the grantee or both as provided in the grant agreement relating thereto, in lieu of issuing or receiving (as the case may be) Units (or any portion thereof) upon an exercise of an Option to make or receive (as the case may be) a payment in cash equal to the Fair Market Value of the number of Units that would otherwise be issued upon exercise of such Option (or any portion thereof) less the exercise price thereof and any amounts the Company or any of its Affiliates may require to meet its withholding obligations under such applicable law.”
 
SECTION 2.   General .  Except for the provisions of the Plan that are expressly amended by this Second Amendment, the Plan shall remain in full force without change.
 
IN WITNESS WHEREOF, this Second Amendment has been duly executed by the Company as of October 28, 2008.
 
EXTERRAN GP LLC
 

 
By:            /s/ DANIEL K. SCHLANGER            
Name: Daniel K. Schlanger
Title:   Senior Vice President, Chief
Financial Officer and Director

 

Exhibit 10.2
 

 
Exterran Partners, L.P.
 
Long-Term Incentive Plan
 
Amendment No. 2 to Grant of Options
 
Grantee :
 
Original Grant Date :
 
Original Option Grant Amount:
 
Amendment Date:
 

 
1.  
Amendment of Options .  The grantee named above (the “Grantee”) and Exterran GP LLC on behalf of Exterran General Partner, L.P. (the “Company”) hereby agree to amend pursuant to this Amendment No. 2 to Grant of Options (this “Amendment”) the original grant agreement in respect of the grant of options to purchase Common   Units (“Units”) of Exterran Partners, L.P. described above (the “Options”), as amended through the date hereof (the “Grant Agreement”).  Except as otherwise provided in this Amendment, the terms and conditions of the Grant Agreement shall remain in full force and effect.  In the event of any conflict between the terms of this Amendment and the Exterran Partners, L.P. Long-Term Incentive Plan (the “Plan”), the Plan shall control.  Capitalized terms used but not defined in this Amendment shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise.
 
2.  
Payment upon Exercise .  Upon the exercise of the Options, at the election of the Company, the Company shall (a) transfer Units to the Grantee pursuant to the terms of the Grant Agreement, (b) make a cash payment to the Grantee equal to the excess of the aggregate Fair Market Value of the Units as to which the Options are exercised over the sum of (1) the aggregate purchase price of the Units as to which the Options are exercised and (2) any amounts the Company or any of its Affiliates may require to meet its withholding obligations under such applicable law or (c) take any combination of the actions described in clauses (a) and (b) above.
 
3.  
Binding Effect .  This Amendment shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under you.
 
4.  
Entire Agreement .   This Amendment and the Grant Agreement constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Options.
 
5.  
Modifications .  Except as provided below, any modification of this Amendment shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.  However, the Company may make any change to this Amendment that is not adverse to your rights under this Amendment.
 
6.  
Governing Law .  This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.
 
IN WITNESS WHEREOF , the Company has caused this Amendment to be executed by its duly authorized officer all effective as of the day and year first above written.
 
Exterran General Partner, L.P.,
by its general partner

Exterran GP LLC

 
By:              
Name:
Title:                                                                             
 


Agreed to and accepted:


Grantee


By:              
Name: