CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT among

Exhibit 2.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

among

EXTERRAN HOLDINGS, INC.

EXTERRAN ENERGY CORP.

EXTERRAN GENERAL HOLDINGS LLC

EXTERRAN ENERGY SOLUTIONS, L.P.

EES LEASING LLC

EXH GP LP LLC

EXTERRAN GP LLC

EXH MLP LP LLC

EXTERRAN GENERAL PARTNER, L.P.

EXLP OPERATING LLC

EXLP LEASING LLC

and

EXTERRAN PARTNERS, L.P.

dated as of

OCTOBER 2, 2009

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     This Contribution, Conveyance and Assumption Agreement (this “ Agreement ”) is made and entered into as of October 2, 2009 by and among Exterran Holdings, Inc., a Delaware corporation (“ EXH ”), Exterran Energy Corp., a Delaware corporation (“ EEC ”), Exterran General Holdings LLC, a Delaware limited liability company (“ General Holdings ”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“ EESLP ”), EES Leasing LLC, a Delaware limited liability company (“ EES Leasing ”), EXH GP LP LLC, a Delaware limited liability company (“ LP LLC ”), Exterran GP LLC, a Delaware limited liability company (“ GP LLC ”), EXH MLP LP LLC, a Delaware limited liability company (“ MLP LP LLC ”), Exterran General Partner, L.P., a Delaware limited partnership (“ GP ”), EXLP Operating LLC, a Delaware limited liability company (“ EXLP Operating ”), EXLP Leasing LLC, a Delaware limited liability company (“ EXLP Leasing ”), and Exterran Partners, L.P., a Delaware limited partnership (“ MLP ”).

RECITALS :

     WHEREAS, prior to the Closing (as defined below) or within 10 business days following the Closing (as required by Section 6.5 ), EESLP shall acquire certain compression services agreements and compression equipment from Exterran ABS 2007 LLC, a Delaware limited liability company (“ ABS 2007 ”), and Exterran ABS Leasing 2007 LLC, a Delaware limited liability company (“ ABS Leasing ”); and

     WHEREAS, at the Closing (as defined below), each of the following events shall occur:

     1. EEC will assume $57,200,000 of EXH’s indebtedness under EXH’s revolving credit facility (the “ Assumed Debt ”) in exchange for a reduction in the balance under the existing revolving note, dated August 20, 2007, from EEC (formerly Hanover Compressor Company) in favor of EXH (the “ EEC Note ”);

     2. General Holdings will assume the Assumed Debt in exchange for a reduction in the balance under the existing revolving note, dated August 20, 2007, from General Holdings (formerly Hanover Compression General Holdings LLC) in favor of EEC (the “ General Holdings Note ”);

     3. EESLP will assume the Assumed Debt in exchange for a reduction in the balance under the existing revolving note, dated August 20, 2007, from EESLP in favor of General Holdings (the “ EESLP-General Holdings Note ”);

     4. EES Leasing will sell to EESLP the compression equipment set forth on Schedule A , as modified in accordance with Section 6.4 (the “ EES Leasing Compression Equipment ”), that is, as of the Closing Date, used to provide compression services under certain compression services agreements (such compression services agreements, the “ EES CSAs ”), and in exchange the balance under the existing revolving note, dated October 1, 2007, from EES Leasing in favor of EESLP (the “ EES Leasing Note ”) will be reduced by an amount equal to the net book value of the EES Leasing Compression Equipment as of the Closing Date, all pursuant to and in

accordance with that certain Bill of Sale between EES Leasing and EESLP in the form set forth as Exhibit A (the “ EES Leasing Bill of Sale ”);

     5. EESLP will transfer the (a) EES CSAs, (b) the EES Leasing Compression Equipment, (c) the master agreements set forth on Schedule C (other than the provisions thereof, if any, pursuant to which services other than Competitive Services (as defined in that certain First Amended and Restated Omnibus Agreement (as amended and restated on or prior to the Closing Date, the “ Omnibus Agreement ”), dated as of August 20, 2007, by and among EXH, EESLP (individually and as successor to Exterran, Inc., a Texas corporation), GP LLC, GP, MLP and EXLP Operating) are to be provided), (d) the compression equipment set forth on Schedule B , as modified in accordance with Section 6.4 (the “ EESLP Compression Equipment ” and, together with the EES Leasing Compression Equipment, the “ Compression Equipment ”), and (e) the compression services agreements pursuant to which the EESLP Compression Equipment is, as of the Closing Date, used to provide compression services (such compression services agreements, the “ EESLP CSAs ” and, together with the master agreements set forth on Schedule C and the EES CSAs, the “ CSAs ”), to MLP pursuant to and in accordance with that certain Bill of Sale between EESLP and MLP dated as of the Closing Date in the form set forth as Exhibit B (the “ EESLP Bill of Sale ”) (of which Compression Equipment and CSAs (i) an undivided 1.9973000268% interest shall be deemed contributed to LP LLC, by LP LLC to GP and by GP to MLP, (ii) an undivided 0.0000199732% interest shall be deemed contributed to GP LLC, by GP LLC to GP and by GP to MLP and (iii) an undivided 98.002% interest shall be deemed contributed to MLP LP LLC and by MLP LP LLC to MLP) in exchange for (A) MLP’s issuance of 4,739,927 common units (the “ New Common Units ”) representing limited partner interests in MLP to MLP LP LLC, (B) MLP’s issuance of 96,601 general partner units (the “ New GP Units ”) in MLP in consideration of GP’s continuation of its 1.99732% general partner interest in MLP and (C) MLP’s assumption of the Assumed Debt (of which Assumed Debt (i) an undivided 1.9973000268% interest is deemed assumed by LP LLC, by GP from LP LLC and by MLP from GP, (ii) an undivided 0.0000199732% interest is deemed assumed by GP LLC, by GP from GP LLC and by MLP from GP and (iii) an undivided 98.002% interest is deemed assumed by MLP LP LLC and by MLP from MLP LP LLC);

     6. MLP will sell the CSAs and the Compression Equipment to EXLP Operating in exchange for EXLP Operating’s assumption of the Assumed Debt and a capital contribution from MLP to EXLP Operating or a dividend from EXLP Operating to MLP, as applicable, all pursuant to and in accordance with that certain Bill of Sale between MLP and EXLP Operating dated as of the date hereof in the form set forth as Exhibit C (the “ MLP Bill of Sale ”);

     7. EXLP Operating will sell the Compression Equipment to EXLP Leasing, and in exchange the balance under the existing revolving note, dated July 30, 2008, from EXLP Leasing in favor of EXLP Operating (the “ EXLP Leasing Note ”) will be increased by an amount equal to the net book value of the Compression Equipment as of the Closing Date, all pursuant to and in accordance with that certain Bill of Sale between EXLP Operating and EXLP Leasing dated as of the date hereof in the form set forth as Exhibit D (the “ EXLP Operating Bill of Sale ”); and

     8. EXLP Operating will repay the Assumed Debt.

     NOW, THEREFORE, in consideration of the mutual undertakings and agreements contained in this Agreement, the parties hereto agree as follows:

ARTICLE I
CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS

     1.1 Transactions . On the terms and subject to the conditions of this Agreement, at the Closing, each of the following transactions (collectively, the “ Transactions ”) will occur:

          (a) EEC will assume the Assumed Debt in exchange for a reduction in the balance under the EEC Note;

          (b) General Holdings will assume the Assumed Debt in exchange for a reduction in the balance under the General Holdings Note;

          (c) EESLP will assume the Assumed Debt in exchange for a reduction in the balance under the EESLP-General Holdings Note;

          (d) EES Leasing will grant, sell, bargain, convey, assign, transfer, set over and deliver to EESLP, its successors and assigns, for its own use forever, all right, title and interest in and to the EES Leasing Compression Equipment, and the balance under the EES Leasing Note will be reduced by an amount equal to the net book value of the EES Leasing Compression Equipment as of the Closing Date, all as further evidenced by the execution and delivery of the EES Leasing Bill of Sale by EES Leasing and EESLP;

          (e) EESLP will transfer, convey, assign, set over and deliver to MLP, its successors and assigns, for its own use forever, all right, title and interest in and to the CSAs and the Compression Equipment, and MLP will accept such Compression Equipment and assume such CSAs (of which (i) an undivided 1.9973000268% interest shall be deemed contributed by EESLP to LP LLC, by LP LLC to GP and by GP to MLP, (ii) an undivided 0.0000199732% interest shall be deemed contributed by EESLP to GP LLC, by GP LLC to GP and by GP to MLP and (iii) an undivided 98.002% interest shall be deemed contributed by EESLP to MLP LP LLC and by MLP LP LLC to MLP) in exchange for (i) MLP’s issuance of the New Common Units to MLP LP LLC, (ii) MLP’s issuance of the New GP Units to GP in continuation of GP’s 1.99732% general partner interest in MLP and (iii) MLP’s assumption of the Assumed Debt (of which (i) an undivided 1.9973000268% interest is deemed assumed by LP LLC, by GP from LP LLC and by MLP from GP, (ii) an undivided 0.0000199732% interest is deemed assumed by GP LLC, by GP from GP LLC and by MLP from GP and (iii) an undivided 98.002% interest is deemed assumed by MLP LP LLC and by MLP from MLP LP LLC), as further evidenced by the execution and delivery of the EESLP Bill of Sale by EESLP and MLP;

          (f) MLP will grant, sell, bargain, convey, assign, transfer, set over and deliver to EXLP Operating, its successors and assigns, for its own use forever, all right, title and interest in and to the Compression Equipment and the CSAs, and EXLP Operating will accept such Compression Equipment and assume such CSAs in exchange for EXLP Operating’s assumption of the Assumed Debt and a capital contribution from MLP to EXLP Operating or a dividend from EXLP Operating to MLP, as applicable, as further evidenced by the execution and delivery of the MLP Bill of Sale by MLP and EXLP Operating;

          (g) EXLP Operating will grant, sell, bargain, convey, assign, transfer, set over and deliver to EXLP Leasing, its successors and assigns, for its own use forever, all right, title and interest in and to the Compression Equipment, and EXLP Leasing will accept such Compression Equipment, and in exchange the balance under the EXLP Leasing Note will be increased by an amount equal to the net book value of the Compression Equipment as of the Closing Date, as further evidenced by the execution and delivery of the EXLP Operating Bill of Sale by EXLP Operating and EXLP Leasing; and

          (h) The parties acknowledge that EXLP Operating will repay the Assumed Debt.

     1.2 Transaction Taxes . All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“ Transaction Taxes ”), shall be borne 50% by EES Leasing and EESLP (each a “ Contributor ” and, together, the “ Contributors ”) and 50% by MLP. To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, MLP shall prepare and file all such returns. The parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible party prior to the due date of such taxes.

     1.3 Proration of 2009 Ad Valorem Taxes . Ad valorem taxes relating to the EES Leasing Compression Equipment for the 2009 year shall be prorated on a daily basis between EXLP Leasing on the one hand and EES Leasing on the other hand, with EES Leasing responsible for the prorated portion of such taxes for the period (for purposes of this Section 1.3, “period” means the period beginning on the assessment date for ad valorem taxes through the day before the next assessment date for such taxes) up to and including the Closing Date and EXLP Leasing responsible for the prorated portion of such taxes after the Closing Date. Ad valorem taxes relating to the EESLP Compression Equipment for the 2009 year shall be prorated on a daily basis between EXLP Leasing on the one hand and EESLP on the other hand, with EESLP responsible for the prorated portion of such taxes for the period up to and including the Closing Date and EXLP Leasing responsible for the prorated portion of such taxes after the Closing Date. The party that receives the ad valorem tax billing (the “ Billed Party ”) shall provide a copy of such billing to the other party together with a calculation of the prorated ad valorem taxes owed by each party. The party that did not receive the ad valorem tax billing shall pay its prorated portion of the ad valorem taxes to the Billed Party prior to the due date of such taxes and the Billed Party shall be responsible for the timely payment of the ad valorem taxes to the taxing authorities.

ARTICLE II
CLOSING

     2.1 Closing . Subject to the terms and conditions of this Agreement, the closing (the “ Closing ”) of the Transactions will be held at the offices of Baker Botts L.L.P., 910 Louisiana Street, Suite 3200, Houston, Texas at 9:00 a.m., Houston, Texas time on a date, as mutually agreed by the parties, that is within the first five business days immediately following the date of

fulfillment or waiver (in accordance with the provisions hereof) of the last to be fulfilled or waived of the conditions set forth in Section 5.1 , or, if on such day any condition set forth in Section 5.2 or Section 5.3 has not been fulfilled or waived (in accordance with the provisions hereof) (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions), as soon as practicable after all the conditions set forth in Section 5.2 or Section 5.3 , as applicable, have been fulfilled or waived in accordance with this Agreement. The date on which the Closing occurs is referred to as the “ Closing Date .”

     2.2 Deliveries at the Closing . At the Closing:

          (a) Each party will execute and deliver the bills of sale described in Section 1.1 to which it is a party;

          (b) EXLP Operating will assume the Assumed Debt;

          (c) MLP will issue the New Common Units to MLP LP LLC and the New GP Units to GP;

          (d) EXLP Operating will repay the Assumed Debt;

          (e) The Contributors will deliver to MLP a certificate (i) stating that each of the Contributors is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing their U.S. Employer Identification Numbers and (iii) providing their addresses, all pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”);

          (f) The Contributors will deliver, or cause to be delivered, to MLP all other documents, certificates and other instruments required to be delivered or caused to be delivered by the Contributors pursuant hereto;

          (g) Each party will execute and deliver all other documents, certificates and other instruments required to be delivered or caused to be delivered by it pursuant to this Agreement; and

          (h) Each party to the Omnibus Agreement will execute the Second Amended and Restated Omnibus Agreement in the form set forth as Exhibit E to this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

     Each of the Contributors hereby represents and warrants, jointly and severally, to MLP, EXLP Operating and EXLP Leasing (collectively, the “ Recipients ”) that as of the date hereof:

     3.1 Organization and Existence . Each of the Contributors, ABS 2007 and ABS Leasing has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of formation, with full limited liability company or limited partnership power and authority to own, lease and operate the properties and assets it now owns, leases and operates and to carry on its business as and where such properties and assets are now owned or held and such

business is now conducted. Each of the Contributors, ABS 2007 and ABS Leasing is duly qualified to transact business and is in good standing as a limited liability company or limited partnership in each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualify or to be in good standing does not have a material adverse effect on the business, financial or operating condition or results of operations of the Business (defined herein) or the Assets (defined herein), taken as a whole (a “ Material Adverse Effect ”).

     3.2 Authority and Approval . Each of the Contributors has the limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the Transactions and to perform all the terms and conditions hereof to be performed by it. The execution and delivery by the Contributors of this Agreement, the performance by each of them of all the terms and conditions hereof to be performed by it and the consummation of the Transactions have been duly authorized and approved by all requisite limited liability company or limited partnership action of each of the Contributors. This Agreement constitutes the valid and binding obligation of each of the Contributors, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

     3.3 No Conflict . Except as set forth in Schedule 3.3 , this Agreement and the execution and delivery hereof by the Contributors do not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not:

          (a) conflict with any of the provisions of the charter documents or bylaws or equivalent governing instruments of the Contributors or the provisions of the CSAs;

          (b) conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any Contributor;

          (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any material indenture, mortgage, lien or material agreement, contract, commitment or instrument to which any Contributor is a party or by which it is bound or to which any of its property is subject;

          (d) result in the creation of, or afford any person the right to obtain, any material lien, charge or encumbrance on the capital stock or other equity interests, property or assets of any Contributor under any such material indenture, mortgage, lien, agreement, contract, commitment or instrument; or

          (e) result in the revocation, cancellation, suspension or material modification, singly or in the aggregate, of any Governmental Approval (as defined below) any Contributor possesses that is necessary or desirable for the ownership, lease or operation of its properties and

other assets in the conduct of its business as now conducted, including any Governmental Approvals under any applicable Environmental Law (as defined below);

except, in the case of clauses (b), (c), (d) and (e), as would not have, individually or in the aggregate, a Material Adverse Effect and except for such as will have been cured at or prior to the Closing.

     3.4 Consents . Other than filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “ HSR Act ”) and except for notice to, or consent of, Governmental Authorities (as defined below) related to the transfer of environmental permits, no consent, approval, license, permit, order, or authorization of, or registration, declaration, or filing with, (each a “ Governmental Approval ”) any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (collectively, “ Governmental Authorities ”) or other person or entity is required to be obtained or made by or with respect to the Contributors in connection with:

          (a) the execution, delivery, and performance of this Agreement or the consummation of the Transactions;

          (b) the enforcement against the Contributors of their respective obligations hereunder; or

          (c) following the Closing, the conduct by MLP of the business (the “ Business ”) represented by the Compression Equipment and CSAs (the “ Assets ”) as it was conducted immediately prior to the Closing.

     3.5 Laws and Regulations; Litigation . Schedule 3.5 sets forth a list as of the date hereof of all pending claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “ Litigation ”) with respect to which any of the Contributors, ABS 2007 or ABS Leasing has been contacted in writing by or on behalf of the plaintiff or claimant, against or affecting the Business or the Assets or the Contributors’, ABS 2007’s or ABS Leasing’s ownership of the Business or the Assets (other than Litigation under any Environmental Law, which is the subject of Section 3.9 ) and that (i) would individually, or in the aggregate, have a Material Adverse Effect or (ii) seek any material injunctive relief. Except as set forth in Schedule 3.5 or as would not, individually or in the aggregate, have a Material Adverse Effect, (x) the Contributors, ABS 2007 and ABS Leasing are not in violation of or in default under any law or regulation or under any order (other than Environmental Laws, which are the subject of Section 3.9 ) of any Governmental Authority applicable to it and (y) there is no Litigation (other than Litigation under any Environmental Law, which is the subject of Section 3.9 ) pending or, to any Contributor’s knowledge, threatened against or affecting such Contributor, ABS 2007 or ABS Leasing, or any of their respective properties or assets, at law or in equity, by or before any Governmental Authority having jurisdiction over such party. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Litigation is pending or, to any Contributor’s knowledge, threatened to which any Contributor, ABS 2007 or ABS Leasing is or may become a party that questions or involves the validity or enforceability of any of such Contributor’s, ABS 2007’s or ABS

Leasing’s obligations under this Agreement or seeks to prevent or delay, or damages in connection with, the consummation of the Transactions.

     3.6 No Adverse Changes . Except as set forth in Schedule 3.6 and for changes in the ordinary course of business due to matters that generally affect the economy or the industry in which the Business is engaged (including but not limited to fluctuations in the prices of natural gas or crude oil or any derivative of natural gas or crude oil), since June 30, 2009 there have been no changes in the Assets or the liabilities, financial or operational condition or results of operations of the Business that have a Material Adverse Effect. Except as set forth in Schedule 3.6 , since January 1, 2009 the Contributors, ABS 2007 and ABS Leasing have caused the Business to be conducted in the ordinary course and in substantially the same manner as previously conducted.

     3.7 Employee Benefits . The Business does not have and never has had any employees. None of the Contributors, ABS 2007 or ABS Leasing is a party to or is bound by any collective bargaining agreement with respect to any employees who perform services in connection with the Business. The Business does not and has never sponsored, maintained, contributed to or been a party to any employee benefit plan as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, or any other employee benefit or compensation arrangement, agreement or program.

     3.8 Management Projections; Financial and Operational Information . The projections (including projections of maintenance capital and allocated sales, general and administrative expense required for the Assets) provided to the MLP (including those provided to Sanders Morris Harris Inc. (“ Sanders Morris ”), the financial advisor to the conflicts committee (the “ Conflicts Committee ”) of the Board of Directors of GP LLC) by the Contributors as part of MLP’s due diligence review of the Business in connection with this Agreement are consistent with management’s current expectations. The information regarding horsepower, revenues and costs of sales relating to the Assets and the Business provided to Sanders Morris as part of its review of the Assets for the Conflicts Committee (the “ Financial and Operational Information ”) is materially correct and materially complete for the periods covered, and is derived from the Contributors’ books and records.

     3.9 Environmental Matters . With respect to the Business, except as do not (individually or in the aggregate) have a Material Adverse Effect, the Contributors (i) are in compliance with any and all applicable federal, state and local laws and regulations relating to the prevention of pollution or protection of the environment or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“ Environmental Laws ”), (ii) have received all permits required of them under applicable Environmental Laws to conduct the Business as presently conducted, (iii) are in compliance with all terms and conditions of any such permits and (iv) do not have any liability in connection with the release into the environment of any Hazardous Material. The term “ Hazardous Material ” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical,

material, waste or substance regulated under or within the meaning of any applicable Environmental Law.

     3.10 Contracts .

          (a) True and complete copies of the CSAs have been made available to MLP. Except as set forth in Schedule 3.10 , the Contributors, ABS 2007 and ABS Leasing are not and, to the Contributors’ knowledge, no other party is in default under or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under or a breach or violation or lapse of) any term, condition or provision of any CSA except for defaults, breaches, violations or events that, individually or in the aggregate, do not have a Material Adverse Effect.

          (b) Except as set forth in Schedule 3.10 , each of the CSAs constitutes a valid, binding and enforceable obligation of the Contributors, ABS 2007 or ABS Leasing that are parties thereto and, to the Contributors’ knowledge, enforceable obligations of any other party thereto, in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and no defenses, off-sets or counterclaims have been asserted or, to the Contributors’ knowledge, threatened by any party thereto, nor has any Contributor, ABS 2007 or ABS Leasing waived any material rights thereunder.

          (c) Except as set forth in Schedule 3.10 , to the Contributors’ knowledge, (i) none of the Contributors, ABS 2007 or ABS Leasing has received any compensation for services provided under any CSA that is subject to any refund or creates any repayment obligation either by or to any Contributor, ABS 2007 or ABS Leasing, and there is no basis for a claim that a refund is due and (ii) EXLP Operating will be entitled to receive the full contract price, in accordance with the terms of each CSA, for all services provided under that CSA on and after the Closing Date.

     3.11 Compression Equipment .

          (a) ABS Leasing and EES Leasing have good and valid title to the Compression Equipment, in each case free and clear of all security interests, liens, mortgages, pledges, charges, encumbrances and rights of others (“ Liens ”) for sums not yet due except (i) those set forth in Schedule 3.11 , (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, (iii) Liens for taxes that are not due and payable or that may thereafter be paid without penalty, (iv) Liens securing debt of ABS 2007 or EXH that will be released prior to or as of the Closing (a complete list of which is set forth on Schedule 3.11 ) and (v) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Business (the Liens described in clauses (i), (ii), (iii), (iv) and (v) above are hereinafter referred to collectively as “ Permitted Liens ”), as well as free and clear of all preferential purchase rights, options or other rights to purchase.

          (b) The Compression Equipment is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and