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Item 1.01.
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Entry into Material Definitive Agreement.
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As previously reported, on August 24, 2016 Exterran Corporation (“Exterran” or the “Company”) entered into that certain Third Amendment, Consent and Waiver to Amended and Restated Credit Agreement (the “Third Amendment”) by and among Exterran Energy Solutions, L.P. (“EESLP”), the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Third Amendment waived and modified certain provisions under the Amended and Restated Credit Agreement, dated as of October 5, 2015 (the “Credit Agreement”), as a result of the need for the Company to restate its previously issued financial statements, as previously reported.
Under the Third Amendment, the lenders extended the waivers previously granted under that certain Second Amendment, Consent and Waiver to Amended and Restated Credit Agreement and First Amendment to Guaranty and Collateral Agreement (the “Second Amendment”) dated as of June 17, 2016, by and among EESLP, the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, to November 30, 2016 unless on or prior to that date, the Company delivered the Financial Information Deliverables (as defined in the Third Amendment), and further extended to no later than November 30, 2016 the deadline by which the Company was required to deliver to the lenders its quarterly report for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 to be filed with the Securities and Exchange Commission (“SEC”) and the related respective compliance certificates demonstrating compliance with the financial covenants set forth in the Credit Agreement. In addition to certain other amendments to the Credit Agreement, the Third Amendment amended the definition of ‘EBITDA’ to allow adjustments for certain Restructuring Costs and Restatement Costs (in each case as defined in the Third Amendment) to the extent such costs were incurred during the years ending December 31, 2016 and 2017.
On November 22, 2016, the Company entered into that certain Fourth Amendment, Consent and Waiver to Amended and Restated Credit Agreement (the “Fourth Amendment”) by and among EESLP, the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. Under the Fourth Amendment, the lenders extended the waivers previously granted under the Third Amendment to February 28, 2017 unless on or prior to that date, the Company delivers the Financial Information Deliverables (as defined in the Fourth Amendment), and further extended to no later than February 28, 2017 the deadline by which the Company is required to deliver to the lenders its quarterly report for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 to be filed with the SEC and the related respective compliance certificates demonstrating compliance with the financial covenants set forth in the Credit Agreement.
The foregoing description of the Fourth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.