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EXH > SEC Filings for EXH > Form 8-K on 2-Jul-2012All Recent SEC Filings

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Form 8-K for EXTERRAN HOLDINGS INC.


2-Jul-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial


Item 1.01 Entry into a Material Definitive Agreement

In December 2003, Hanover Compressor Company ("Hanover") issued its 4.75% convertible senior notes due 2014 (the "Notes") pursuant to the Indenture, dated as of December 15, 2003, between Hanover, certain subsidiary guarantors and Wachovia Bank, National Association, as trustee, as amended by the Second Supplemental Indenture, dated as of December 15, 2003 (as so amended, the "Original Indenture"). In connection with a series of mergers whereby Hanover became our wholly-owned subsidiary, on August 20, 2007, Exterran Holdings, Inc. ("we") entered into the Eighth Supplemental Indenture (together with the Original Indenture, the "Indenture") with Hanover, certain subsidiary guarantors and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (the "Trustee"), pursuant to which we agreed to fully and unconditionally guarantee the obligations of Hanover under the Notes.

On June 27, 2012, in connection with an organizational restructuring of certain of our subsidiaries, we entered into the Ninth Supplemental Indenture (the "Ninth Supplemental Indenture") with Exterran Energy LLC (successor to Hanover) and the Trustee. The Ninth Supplemental Indenture amends the Indenture to, among other things, effective June 27, 2012, (i) provide that we will become Exterran Energy LLC's successor under the Indenture, assuming all of Exterran Energy LLC's obligations and rights thereunder, and (ii) release Exterran Energy LLC from all obligations and covenants under the Indenture. As of June 27, 2012, the outstanding principal amount of the Notes was approximately $143,750,000.

The foregoing description of the Ninth Supplemental Indenture is qualified in its entirety by reference to the full text of the Ninth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

The information included or incorporated by reference in Item 1.01 above is incorporated in this Item 2.03 by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

4.1 Ninth Supplemental Indenture, dated as of June 27, 2012, by and among Exterran Holdings, Inc., Exterran Energy LLC and U.S. Bank National Association


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