EXTERRAN ENERGY SOLUTIONS, L.P. EES FINANCE CORP. Registration Rights AgreementRegistration Rights Agreement • April 4th, 2017 • Exterran Corp • Services-equipment rental & leasing, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated April 4, 2017 (the “Agreement”) is entered into by and among Exterran Energy Solutions, L.P., a Delaware limited partnership (the “Partnership”), EES Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), Exterran Corporation, a Delaware Corporation (“Exterran Corporation”), and Wells Fargo Securities, LLC, as representative of the several initial purchasers (collectively, the “Initial Purchasers”) named on Schedule I to the Purchase Agreement (as defined herein).
AGREEMENT AND PLAN OF MERGER by and among ENERFLEX LTD., ENERFLEX US HOLDINGS INC., and EXTERRAN CORPORATION Dated as of January 24, 2022Agreement and Plan of Merger • January 24th, 2022 • Exterran Corp • Services-equipment rental & leasing, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2022 (this “Agreement”), by and among Enerflex Ltd., a Canadian corporation (“Parent”), Enerflex US Holdings Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and Exterran Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes hereinafter referred to individually as a “Party” and collectively, the “Parties”.
EXTERRAN ENERGY SOLUTIONS, L.P. and EES FINANCE CORP., as Issuers, EXTERRAN CORPORATION, as Parent, and EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO INDENTURE Dated as of April 4, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee 8.125% Senior...Indenture • April 4th, 2017 • Exterran Corp • Services-equipment rental & leasing, nec • New York
THIS INDENTURE dated as of April 4, 2017 is among Exterran Energy Solutions, L.P., a Delaware limited partnership (the “Company”), EES Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), Exterran Corporation, a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined) party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
AWARD NOTICE AND AGREEMENT TIME-VESTED RESTRICTED STOCK UNITSAward Notice and Agreement • May 2nd, 2019 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) restricted stock units under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). Each restricted stock unit shall be issued in tandem with a corresponding Dividend Equivalent, which shall entitle you to payments in accordance with Section 2 below. All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.) EXTERRAN GENERAL HOLDINGS LLC EXTERRAN ENERGY SOLUTIONS, L.P. EXTERRAN CORPORATION AROC CORP. EESLP LP LLC AROC SERVICES GP LLC AROC SERVICES LP...Separation and Distribution Agreement • October 6th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [·], 2015 (this “Agreement”), by and among Exterran Holdings, Inc., a Delaware corporation (“RemainCo”), Exterran General Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of RemainCo (“General Holdings”), Exterran Energy Solutions, L.P., a Delaware limited partnership and indirect wholly owned subsidiary of RemainCo (“EESLP”), Exterran Corporation, a Delaware corporation and wholly owned subsidiary of RemainCo (“SpinCo”), AROC Corp., a Delaware corporation and wholly owned subsidiary of EESLP (“Controlled”), EESLP LP LLC, a Delaware limited liability company and wholly owned subsidiary of SpinCo (“EESLP LP”), AROC Services GP LLC, a Delaware limited liability company and wholly owned subsidiary of Controlled (“Controlled GP”), AROC Services LP LLC, a Delaware limited liability company and wholly owned subsidiary of Controlled (“Controlled LP”), and Archrock Services, L.P., a Delawar
CREDIT AGREEMENT dated as of July 10, 2015 by and among EXTERRAN CORPORATION, as Parent, EXTERRAN ENERGY SOLUTIONS, L.P., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as...Credit Agreement • August 6th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS CREDIT AGREEMENT dated as of July 10, 2015 is by and among EXTERRAN CORPORATION, a Delaware corporation (“Parent”), EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 28th, 2020 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made and entered into effective as of _______, 2020 (the “Effective Date”), by and between Exterran Corporation, a Delaware corporation (the “Company”), and _________ (“Executive”).
SUPPLY AGREEMENTSupply Agreement • November 5th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Supply Agreement (this “Agreement”), dated November 3, 2015, is entered into by and among Archrock Services, L.P., a Delaware limited partnership, and EXLP Operating LLC (to be renamed Archrock Partners Operating LLC), a Delaware limited liability company, on the one hand (each a “Buyer,” and collectively, the “Buyers”), and Exterran Energy Solutions, L.P., a Delaware limited partnership, on the other hand (“Seller”). Buyers and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”
AWARD NOTICE AND AGREEMENT TIME-VESTED RESTRICTED STOCKNotice and Agreement • May 2nd, 2019 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) shares of restricted stock under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 5, 2015 by and among EXTERRAN CORPORATION, as Parent, EXTERRAN ENERGY SOLUTIONS, L.P., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, CRÉDIT AGRICOLE CORPORATE...Credit Agreement • October 6th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 5, 2015 is by and among EXTERRAN CORPORATION, a Delaware corporation (“Parent”), EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 5th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Delaware
This INDEMNIFICATION AGREEMENT made and entered into as of April 28, 2015 (“Agreement”), by and between EXTERRAN CORPORATION, a Delaware corporation (“Company”), and [ ] (“Indemnitee”).
FORM OF MASTER SERVICES AGREEMENTForm of Master Services Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Master Services Agreement (this “Agreement”) is made and entered into this [ · ] day of [ · ], 2015, by and between Archrock Services, L.P., a Delaware limited partnership (“Contractor”), and Exterran Energy Solutions, L.P., a Delaware limited partnership (“Company”). Company and Contractor are hereafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 26th, 2016 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Amendment No. 1 (this “Amendment”), dated as of December 15, 2015, to that certain Separation and Distribution Agreement, dated as of November 3, 2015 (the “Agreement”), is entered into by and among Archrock, Inc., a Delaware corporation formerly named Exterran Holdings, Inc. (“RemainCo”), Exterran General Holdings LLC, a Delaware limited liability company (“General Holdings”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“EESLP”), Exterran Corporation, a Delaware corporation (“SpinCo”), AROC Corp., a Delaware corporation (“Controlled”), EESLP LP LLC, a Delaware limited liability company (“EESLP LP”), AROC Services GP LLC, a Delaware limited liability company (“Controlled GP”), AROC Services LP LLC, a Delaware limited liability company (“Controlled LP”), and Archrock Services, L.P., a Delaware limited partnership (“OpCo”). RemainCo, General Holdings, EESLP, SpinCo, Controlled, EESLP LP, Controlled GP, Controlled LP and OpCo are each referred to herein as a “Par
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Delaware
This INDEMNIFICATION AGREEMENT made and entered into as of (“Agreement”), by and between EXTERRAN CORPORATION, a Delaware corporation (“Company”), and (“Indemnitee”).
AWARD NOTICE AND AGREEMENT PERFORMANCE UNITSNotice and Agreement Performance Units • May 2nd, 2019 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) a Performance Award (your “Award”) under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
FORM OF SEVERANCE BENEFIT AGREEMENTForm of Severance Benefit Agreement • August 6th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS SEVERANCE BENEFIT AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], 2015 (the “Effective Date”), by and between Exterran Corporation, a Delaware corporation (the “Company”) and [ ] (the “Executive”).
SEVERANCE BENEFIT AGREEMENTSeverance Benefit Agreement • February 28th, 2020 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS SEVERANCE BENEFIT AGREEMENT (this “Agreement”) is made and entered into effective as of _________ (the “Effective Date”), by and between Exterran Corporation, a Delaware corporation (the “Company”) and ____________ (the “Executive”).
AWARD NOTICE AND AGREEMENT 2021 TIME-VESTED CASH-SETTLED RESTRICTED STOCK UNITSAward Notice and Agreement • May 4th, 2021 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
Exterran Corporation (the “Company”), on behalf of your employer, a wholly-owned subsidiary of the Company, has granted to you restricted stock units under the Exterran Corporation 2020 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), subject to the terms and conditions set forth in this Award Notice and Agreement (the “Award Notice”) and the Plan. Each restricted stock unit shall be issued in tandem with a corresponding Dividend Equivalent, which shall entitle you to payments in accordance with Section 2 below. All capitalized terms not explicitly defined in this Award Notice but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
AWARD NOTICE AND AGREEMENT 2021 PERFORMANCE CASH-SETTLED UNITSAward Notice and Agreement • May 4th, 2021 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”), on behalf of your employer, a wholly-owned subsidiary of the Company, has granted to you a Performance Award (your “Award”) under the Exterran Corporation 2020 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), subject to the terms and conditions set forth in this Award Notice (this “Award Notice”) and the Plan. All capitalized terms not explicitly defined in this Award Notice but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
FORM OF CHANGE OF CONTROL AGREEMENTForm of Change of Control Agreement • August 6th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), is made and entered into effective as of [ ], 2015 (the “Effective Date”), by and between Exterran Corporation, a Delaware corporation (the “Company”), and [ ] (“Executive”).
FORM OF STORAGE AGREEMENTForm of Storage Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS STORAGE AGREEMENT (the “Agreement”) is made this [ · ] day of [ · ], 2015 (“Effective Date”) between Exterran Energy Solutions, L.P., a Delaware limited partnership (hereinafter referred to as the “Storage Provider”), on the one hand and Archrock Services, L.P., a Delaware limited partnership, and EXLP Operating, LLC (to be renamed Archrock Field Services LLC), a Delaware limited liability company, on the other hand (each an “Owner” or collectively the “Owners”). Owners and Storage Provider may be referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Supply Agreement (as defined below).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EXTERRAN HOLDINGS, INC. AND EXTERRAN CORPORATION DATED AS OF NOVEMBER 3, 2015Employee Matters Agreement • November 5th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Employee Matters Agreement (the “Agreement”) is entered into effective as of November 3, 2015, by and between Exterran Holdings, Inc. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and Exterran Corporation, a Delaware corporation and wholly owned subsidiary of RemainCo (“SpinCo”), each a “Party” and together, the “Parties.” Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in Article I.
AGREEMENTAgreement Agreement • March 2nd, 2020 • Exterran Corp • Services-equipment rental & leasing, nec • Delaware
AGREEMENT (the “Agreement”), dated February 29, 2020, by and among Exterran Corporation, a Delaware corporation (the “Company”), and Chai Trust Company, LLC, an Illinois limited liability company (“Chai Trust”).
AWARD NOTICE AND AGREEMENT TIME-VESTED RESTRICTED STOCKNotice and Agreement • March 10th, 2017 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) shares of restricted stock under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
EXTERRAN CORPORATION FORM OF AWARD NOTICE AND AGREEMENT TIME-VESTED NON- QUALIFIED STOCK OPTIONNotice and Agreement • November 5th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) a Non-Qualified Stock Option to purchase shares of Common Stock of the Company under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2016 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This THIRD AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of August 24, 2016, is by and among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (the “Borrower”), Exterran Corporation, a corporation formed under the laws of the state of Delaware (“Parent”), the Guarantors party hereto, 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”).
FORM OF SUPPLY AGREEMENTForm of Supply Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Supply Agreement (this “Agreement”), dated [·], 2015, is entered into by and among Archrock Services, L.P., a Delaware limited partnership, and EXLP Operating LLC (to be renamed Archrock Field Services LLC), a Delaware limited liability company, on the one hand (each a “Buyer,” and collectively, the “Buyers”), and Exterran Energy Solutions, L.P., a Delaware limited partnership, on the other hand (“Seller”). Buyers and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”
First Amendment to Second Amended and Restated Credit AgreementCredit Agreement • December 15th, 2020 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This First Amendment to Second Amended and Restated Credit Agreement (this “First Amendment”), dated as of December 11, 2020, is by and among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), Exterran Corporation, a corporation formed under the laws of the State of Delaware (“Parent”), the Guarantors party hereto, 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”).
FORM OF TAX MATTERS AGREEMENTForm of Tax Matters Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of [ · ], 2015, by and between EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and EXTERRAN CORPORATION, a Delaware corporation (“SpinCo”). All capitalized terms not otherwise defined shall have the meanings set forth in Article I.
EXTERRAN CORPORATION AWARD NOTICE AND AGREEMENTAward Notice and Agreement • May 4th, 2021 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you an Other Stock-Based Award consisting of shares of Common Stock under the Exterran Corporation 2020 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), subject to the terms and conditions set forth in this Award Notice (the “Award Notice”) and the Plan. Unless otherwise defined herein, capitalized terms used in this Award Notice shall have the respective meanings ascribed to them in the Plan.
COMMON STOCK AWARD FOR NON-EMPLOYEE DIRECTORSAward Notice and Agreement • March 10th, 2017 • Exterran Corp • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) an Other Stock-Based Award consisting of shares of Common Stock under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”), subject to the terms and conditions set forth in this Award Notice and Agreement (the “Award Notice”) and the Plan. Unless otherwise defined herein, capitalized terms used in this Award Notice shall have the respective meanings ascribed to them in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 26th, 2016 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This FIRST AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of April 22, 2016, is by and among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (the “Borrower”), Exterran Corporation, a corporation formed under the laws of the state of Delaware (“Parent”), the Guarantors party hereto, 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”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 9th, 2018 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 9, 2018 is by and among EXTERRAN CORPORATION, a Delaware corporation (“Parent”), EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent.
FORM OF AWARD NOTICE AND AGREEMENT TIME-VESTED RESTRICTED STOCKExterran Corp • November 5th, 2015 • Services-equipment rental & leasing, nec
Exterran Corporation (the “Company”) has granted to you (the “Participant”) shares of restricted stock under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
Second Amendment, Consent and Waiver to Amended and Restated Credit Agreement and First Amendment to Guaranty and Collateral AgreementCredit Agreement • June 23rd, 2016 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Second Amendment, Consent and Waiver to Amended and Restated Credit Agreement and First Amendment to Guaranty and Collateral Agreement (this “Second Amendment”), dated as of June 17, 2016, is by and among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (the “Borrower”), Exterran Corporation, a corporation formed under the laws of the state of Delaware (“Parent”), the Guarantors party hereto, 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”).
