Attached files
file | filename |
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EX-4.1 - EX-4.1 - Archrock Partners, L.P. | h68223exv4w1.htm |
EX-4.2 - EX-4.2 - Archrock Partners, L.P. | h68223exv4w2.htm |
EX-10.2 - EX-10.2 - Archrock Partners, L.P. | h68223exv10w2.htm |
EX-10.1 - EX-10.1 - Archrock Partners, L.P. | h68223exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 13, 2009
EXTERRAN PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 001-33078 | 22-3935108 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
16666 Northchase Drive, Houston, Texas |
77060 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (281) 836-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 13, 2009, Exterran Partners, L.P. entered into a $150 million asset-backed
securitization facility (the 2009 ABS Facility). The issuer of the asset-backed notes (the ABS
Notes) will be EXLP ABS 2009 LLC (the Issuer), our wholly owned subsidiary. As of the date of
this Form 8-K, none of the ABS Notes has been issued.
The ABS Notes will be issued at a price equal to 100% of the principal amount thereof.
Interest and fees payable to the noteholders will accrue on the ABS Notes at a variable rate
consisting of an applicable margin of 3.25% plus, at the option of the Issuer, either LIBOR or a
Base Rate (as defined in the Series 2009-1 Supplement). The ABS Notes are revolving in nature and
are payable in July 2013. The amount outstanding at any time is limited to the lower of (i) a 75%
advance rate against appraised value, (ii) 4.0 times free cash flow or (iii) an interest coverage
test.
The ABS Notes will be issued pursuant to the Series 2009-1 Supplement, dated as of October 13,
2009, to the Indenture, dated as of October 13, 2009 (the Indenture), each entered into by and
between the Issuer, EXLP ABS Leasing 2009 LLC, a wholly owned subsidiary of the Issuer (the
Lessor), and Wells Fargo Bank, National Association, as Indenture Trustee (the Indenture
Trustee). The Indenture contains customary terms and conditions with respect to an issuance of
asset backed securities, including representations and warranties, covenants and events of default.
Repayment of the ABS Notes has been secured by a pledge of all of the assets of the Issuer and
the Lessor consisting primarily of compression services contracts, together with a fleet of natural
gas compressor units used to provide compression services under those contracts (collectively, the
Collateral Assets). We will manage the Collateral Assets pursuant to a Management Agreement
(described below). The collections relating to the Collateral Assets will then be allocated
pursuant to an Intercreditor and Collateral Agency Agreement dated as of October 13, 2009 among us,
the Issuer, EXLP Operating LLC, our wholly owned subsidiary, 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.
All Collateral Assets will be managed in accordance with the Management Agreement, dated as of
October 13, 2009, by and between us, the Issuer and the Lessor (the Management Agreement), which
requires us to operate, maintain and manage the compressor units that are part of the Collateral
Assets and to provide contract compression services to customers in the same manner as we perform
those services for our other similar assets in a nondiscriminatory manner. The Management Agreement
contains customary terms and conditions, including representations and warranties, covenants and
events of default. If we default under the Management Agreement, we may be removed as the manager,
in which event a back-up manager pursuant to the terms of a Back-up Management Agreement will
become the manager of the Collateral Assets.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the full text of the referenced agreements, which are filed herewith as Exhibits 4.1,
4.2, 10.1 and 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
4.1
|
Indenture, dated as of October 13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP ABS Leasing 2009 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $150,000,000 ABS facility consisting of $150,000,000 of Series 2009-1 Notes | |
4.2
|
Series 2009-1 Supplement, dated as of October 13, 2009, to Indenture dated as of October 13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP ABS Leasing 2009 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $150,000,000 of Series 2009-1 Notes | |
10.1
|
Intercreditor and Collateral Agency Agreement, dated as of October 13, 2009, by and among Exterran Partners, L.P., EXLP ABS 2009 LLC, 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 as the Intercreditor Collateral Agent | |
10.2
|
Management Agreement, dated as of October 13, 2009, by and between Exterran Partners, L.P., as Manager, EXLP ABS 2009 LLC, as Issuer, and EXLP ABS Leasing 2009 LLC |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXTERRAN PARTNERS, L.P. |
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By: | Exterran General Partner, L.P., its general partner |
|||
By: | Exterran GP LLC, its general partner (Registrant) |
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October 19, 2009 | By: | /s/ David S. Miller | ||
David S. Miller | ||||
Vice President and Chief Financial Officer | ||||
Exhibit Index
Exhibit No. | Description | |
4.1
|
Indenture, dated as of October 13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP ABS Leasing 2009 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $150,000,000 ABS facility consisting of $150,000,000 of Series 2009-1 Notes | |
4.2
|
Series 2009-1 Supplement, dated as of October 13, 2009, to Indenture dated as of October 13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP ABS Leasing 2009 LLC and Wells Fargo Bank, National Association, as Indenture Trustee, with respect to the $150,000,000 of Series 2009-1 Notes | |
10.1
|
Intercreditor and Collateral Agency Agreement, dated as of October 13, 2009, by and among Exterran Partners, L.P., EXLP ABS 2009 LLC, 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 as the Intercreditor Collateral Agent | |
10.2
|
Management Agreement, dated as of October 13, 2009, by and between Exterran Partners, L.P., as Manager, EXLP ABS 2009 LLC, as Issuer, and EXLP ABS Leasing 2009 |