Exterran Partners, L.P. Long-Term Incentive Plan Amendment No. 2 to Grant of Options

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