Exhibit 10.1

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

dated as of October 13, 2009

among

EXTERRAN PARTNERS, L.P.,
in its individual capacity and as Manager

EXLP ABS 2009 LLC,
as Issuer

EXLP OPERATING LLC,

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Bank Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its individual capacity and as the Intercreditor Collateral Agent

TABLE OF CONTENTS

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

     This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of October 13, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “ Agreement ” ) is among:

     (i) Exterran Partners, L.P., a Delaware limited partnership, in its individual capacity (in such capacity, together with its successors and permitted assigns, “ EXLP ” ), and when and if it acts as Manager under the Management Agreement (in such capacity, and for so long as EXLP is such Manager under that Agreement, the “ Manager ” );

     (ii) EXLP ABS 2009 LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ ABS 2009 ” );

     (iii) EXLP Operating LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ EXLPOP ”);

     (iv) Wells Fargo Bank, National Association, as indenture trustee under the hereinafter defined Securitization Indenture for the benefit of the Noteholders and the other Persons set forth therein (in such capacity, together with its successors and permitted assigns, the “ Indenture Trustee ” );

     (v) Wachovia Bank, National Association, as Administrative Agent on behalf of the Bank Lenders as hereinafter defined (in such capacity, together with its successors and permitted assigns, the “ Bank Agent ” ); and

     (vi) Wells Fargo Bank, National Association, in its individual capacity and as the Intercreditor collateral agent for the Securitization Secured Parties (as defined herein), the Bank Lenders (as defined herein), and EXLP (in such capacity, together with its successors and permitted assigns, the “ Intercreditor Collateral Agent ” ).

RECITALS

     (1) WHEREAS, EXLP, in its individual capacity and when and if it serves as Manager, may receive from time to time Collections relating to the Domestic Contract Compression Business of (a) EXLP and its subsidiaries and (b) ABS 2009; and

     (2) WHEREAS, EXLP’s operating subsidiary, EXLPOP has a bank account in its name to which Users will be directed to transmit Collections, namely, the EXLP/ABS 2009/Wells Lockbox Account (as hereinafter defined), and another bank account in its name in which Collections are from time to time deposited, namely, the EXLP/JPMC Lockbox Account (as hereinafter defined);

     (3) WHEREAS, of even date herewith, EXLPOP, JPMorgan Chase Bank, N.A., and Intercreditor Collateral Agent entered into that certain Blocked Account Control Agreement,

pursuant to which control by the Intercreditor Agent on behalf of the Collection Parties was established in the EXLP/JPMC Lockbox Account (as hereinafter defined);

     (4) WHEREAS, the parties hereto desire to execute and deliver this Agreement to set forth certain agreements among them with respect to such Collections as provided below.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

     Section 1. Rules of Usage; Definitions.

     (a) The following rules of usage shall apply to this Agreement (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein.

     (i) The defined terms in this Agreement shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender.

     (ii) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

     (iii) Except as otherwise expressly provided, any definition defined herein shall be equally applicable to the singular and plural forms of the terms defined.

     (iv) Except as otherwise expressly provided, references in this Agreement to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to this Agreement.

     (v) References to any Person shall include such Person, its successors and permitted assigns and transferees.

     (vi) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, restated, modified, extended or supplemented from time to time in accordance with the applicable provisions thereof.

     (vii) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement thereof, or restatement thereof.

     (viii) When used in this Agreement, words such as “hereunder,” “hereto,” “hereof” and “herein” and other words of like import shall, unless the

context clearly indicates to the contrary, refer to the whole of this Agreement (including any other document to the extent incorporated or referred to herein (whether or not actually attached hereto)) and not to any particular article, section, subsection, paragraph or clause hereof.

     (ix) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to any enumeration of specific matters, to matters similar to those specifically mentioned.

     (x) All terms used in the UCC and not specifically defined in this Agreement are used therein as defined in the UCC; provided, however, that references in this Agreement to any section of the UCC shall mean, on or after the effective date of the adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

     (xi) Except as otherwise expressly provided, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

     (b) Definitions . The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the content otherwise requires, have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

      “ ABS 2009 ” has the meaning specified in clause (ii) of the preamble hereto.

      “ ABS Leasing 2009 ” means EXLP ABS Leasing 2009 LLC, the wholly-owned subsidiary of ABS 2009.

      “ Agreement ” has the meaning specified in the preamble hereto.

      “ Allocated Collections ” means all or any portion of the Collections as of any date of determination that have been allocated pursuant to the provisions of Sections 7 and 8 of this Agreement.

      “ Allocation Accounting Firm ” has the meaning specified in Section 7(a)(ii) hereof.

      “Ancillary Equipment” means one or more pieces or items of equipment that have been attached to, or that are located adjacent to, a Compressor that can be removed without causing damage to, or a loss of functionality in, such Compressor including, without limitation, any emissions package or monitoring equipment, catalytic converter, precooling package, gas processing plant or equipment, starting air compressor, dehydrator and/or separator.

      “ Bank Agent ” has the meaning specified in clause (v) of the preamble hereto.

      “ Bank Collateral ” means any collateral in which the Bank Agent has been granted a security interest by EXLP and certain of its subsidiaries to secure the obligations under the Bank Credit Agreement.

      “ Bank Collateral Agreement ” means that certain Collateral Agreement, dated as of October 20, 2006, made by EXLPOP (formerly known as UC Operating Partnership, L.P.), UCLP OLP GP LLC (cancelled on June 20, 2007), EXLP (formerly known as Universal Compression Partners, L.P.), and EXLP Leasing LLC (formerly known as UCLP Leasing, L.P.) in favor of the Bank Agent for the ratable benefit of the Secured Creditors (as defined therein), as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

      “ Bank Credit Agreement ” means that certain Senior Secured Credit Agreement, dated as of October 20, 2006, by and among EXLPOP (formerly known as UC Operating Partnership, L.P.), as borrower, EXLP (formerly known as Universal Compression Partners, L.P.), as Guarantor, Wachovia Bank, National Association, as Administrative Agent, Deutsche Bank Trust Company Americas, as Syndication Agent, Fortis Capital Corp. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the other lenders signatory thereto, arranged by Wachovia Capital Markets LLC and Deutsche Bank Securities Inc, as Joint Lead Arrangers and Joint Book Runners, as such credit agreement has been and may hereafter be amended, modified, restated or supplemented from time to time.

      “ Bank Default ” means an Event of Default (as defined in the Bank Credit Agreement) that has occurred and is continuing under the Bank Credit Agreement.

      “ Bank Documents ” means the Bank Credit Agreement, the Bank Collateral Agreement, the Secured Hedging Agreement, and each other agreement, document or instrument executed in connection with the Bank Credit Agreement or the Bank Collateral Agreement.

      “ Bank Lenders ” means the lenders from time to time party to the Bank Credit Agreement and the counterparties to the Secured Hedging Agreement.

      “ Bankruptcy Code ” means the Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

      “ Blocked Account Agreement ” means the Blocked Account Control Agreement referred to in clause (3) of the Recitals hereto.

      “ Business Day ” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York, Minneapolis, Minnesota or Houston, Texas are authorized or obligated by law, executive order or governmental decree to be closed.

      “ Collateral ” means the Securitization Collateral and the Non-Securitization Collateral.

      “ Collection Parties ” means the Securitization Secured Parties, the Bank Lenders, and the Bank Agent.

      “ Collections ” means cash, checks and other instruments or any other method of payment and all other amounts whatsoever owned by, owing to or paid to (a) EXLP or its subsidiaries, (b) EXLP in its capacity as Manager, or (c) ABS 2009, in each case from time to time.

      “ Compressor ” means a natural gas compressor equipment unit, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements, and replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing but excluding any Ancillary Equipment attached thereto that is not required for the normal operation of such natural gas compressor equipment unit.

      “ Disputed Allocations ” has the meaning specified in Section 7(c) hereof.

      “ Domestic Contract Compression Business ” means (i) with respect to EXLP, the natural gas compression contract business of EXLP and its subsidiaries in the United States of America and (ii) with respect to ABS 2009, the natural gas compression contract business of ABS 2009 in the United States of America.

     “ EXH ” means Exterran Holdings, Inc.

      “ EXLP ” has the meaning specified in clause (i) of the preamble hereto.

      “ EXLP Account ” means any account maintained with Intercreditor Collateral Agent on behalf of and in the name of EXLPOP or EXLP.

      “ EXLP Accountants ” has the meaning specified in Section 7(a)(ii) .

      “ EXLP/ABS 2009/Wells Lockbox Account ” means the lockbox account number 4121809537 maintained in the name of EXLPOP, subject to a right of control in favor of Intercreditor Collateral Agent, for the benefit of the Collection Parties and EXLP. The remittance address to be used for payments and deposits to the Lockbox Account is EXLP Operating LLC, P.O. Box 202609, Dallas, Texas 75320-2609.

      “ EXLP/JPMC Lockbox Account ” means the lockbox account number 713449403, and maintained in the name of EXLPOP, subject to a right of control in favor of Intercreditor Collateral Agent, for the benefit of the Collection Parties and EXLP. The remittance address to be used for payments and deposits to the Lockbox Account is EXLP Operating LLC, P.O. Box 974908, Dallas, Texas 75397-4908.

      “ EXLP Obligations ” means any and all sums owing under the Bank Documents and all other obligations, direct or contingent, joint, several or independent of EXLP or any other obligor under the Bank Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

      “EXLPOP ”has the meaning specified in clause (iii) of the preamble hereto.

      “ Indenture Trustee ” has the meaning specified in clause (iv) of the preamble hereto.

      “ Intercreditor Collateral Agent ” has the meaning specified in clause (vi) of the preamble hereto.

      “ Interest Rate Hedge Provider ” means any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to the Securitization Indenture.

      “ Lien ” means any security interest, lien (statutory or other), charge, pledge, equity, mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.

      “ Lockbox Accounts ” means collectively, the EXLP/ABS 2009/Wells Lockbox Account and the EXLP/JPMC Lockbox Account.

      “ Lockbox Agreements ” has the meaning specified in Section 22 hereof.

      “ Management Agreement ” means that certain Management Agreement, dated as of October 13, 2009 by and between EXLP as Manager, ABS 2009, and ABS Leasing 2009, as such agreement may be amended, modified or supplemented from time to time.

      “ Manager ” has the meaning specified in clause (i) of the preamble hereto.

      “ Misallocation ” has the meaning specified in Section 7(b)(iii) hereof.

      “ Non-Securitization Collateral ” means (i) all Compressors and other assets received by EXLP or the Manager that do not constitute Securitization Collateral and (ii) all Non-Securitization Collections.

      “ Non-Securitization Collections ” means all Collections received by EXLP and/or the Manager that do not constitute Securitization Collections.

      “ Noteholder ” means a Person in whose name a Note is registered in accordance with the terms of the Securitization Indenture.

      “ Notes ” means any of the promissory notes executed by ABS 2009 and ABS Leasing 2009 and authenticated by or on behalf of the Indenture Trustee pursuant to and issued under the Securitization Indenture.

      “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership or other entity.

      “ Related Documents ” is defined in Appendix A to the Securitization Indenture.

      “ Repetitive Wire Instructions ” means a notice substantially in the form of Exhibit “A” attached hereto.

      “ Requisite Global Majority ” is defined in Appendix A to the Securitization Indenture.

      “ Returned Items ” collectively means the Returned Items specified in Section 9(b)(ii) hereof.

      “ Secured Hedging Agreement ” has the meaning assigned in the Bank Collateral Agreement.

      “ Securitization Account ” has the meaning specified in Section 7(b)(ii) hereof, which account shall initially be the Trust Account.

      “ Securitization Accountants ” has the meaning specified in Section 7(a)(ii) hereof.

      “ Securitization Collateral ” means, collectively, all right, title and interest of ABS 2009 in the property and rights subject to the security interest granted by ABS 2009 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts) and all right, title and interest of ABS Leasing 2009 in the property and rights subject to the security interest granted by ABS Leasing 2009 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts).

      “ Securitization Collections ” has the meaning specified in Section 2 hereof.

      “ Securitization Compressors ” means, as of any date of determination, all Compressors owned by ABS 2009 or ABS Leasing 2009 or leased to ABS 2009 by ABS Leasing 2009 as of such date.

      “ Securitization Default ” means a Manager Default (as defined in Appendix A to the Securitization Indenture), an Event of Default (as defined in Appendix A to the Securitization Indenture) or a EXLP Event (as defined in Appendix A to the Securitization Indenture).

      “ Securitization Documents ” means the Securitization Indenture, the Management Agreement, each other Related Document (as defined in Appendix A to the Securitization Indenture) and each other agreement, document or instrument executed in connection with the Securitization Indenture.

      “ Securitization Indenture ” means that certain Indenture, dated as of October 13, 2009, between ABS 2009, ABS Leasing 2009, and the Indenture Trustee, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including any supplements thereto.

      “ Securitization Obligations ” means, collectively, (a) any and all sums owing (i) to the Noteholders under the Securitization Indenture, (ii) to the Indenture Trustee under the Securitization Indenture or any other Securitization Document and (iii) to the Interest Rate Hedge Providers and (b) without duplication of amounts described in clause (a) , all other obligations, direct or contingent, joint, several or independent of ABS 2009, or any other obligor under the Securitization Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such i