Exhibit 4.1

 

USA COMPRESSION PARTNERS, LP,

 

USA COMPRESSION FINANCE CORP.

 

AND

 

THE GUARANTORS NAMED HEREIN

 

6.875% SENIOR NOTES DUE 2026

 

FIRST SUPPLEMENTAL INDENTURE
 SUBSIDIARY GUARANTEE

 

DATED AS OF APRIL 2, 2018

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
 TRUSTEE

 











 

This FIRST SUPPLEMENTAL INDENTURE, dated as of April 2, 2018 (this “Supplemental Indenture”), is among USA Compression Partners, LP, a Delaware limited partnership (the “Company”), USA Compression Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors, each of the parties identified under the caption “New Guarantors” on the signature pages hereto (the “New Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.

 

RECITALS

 

WHEREAS, the Issuers, the Initial Guarantors and the Trustee entered into an indenture, dated March 23, 2018 (the “Indenture”), pursuant to which the Issuers have issued $725,000,000 in the aggregate principal amount of 6.875% Senior Notes due 2026 (the “Notes”);

 

WHEREAS, Section 8.01 of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to add additional Guarantors to the Indenture, without the consent of the Holders; and

 

WHEREAS, all acts and things necessary to make this Supplemental Indenture a valid and legally binding agreement according to its terms, and a valid and legally binding amendment of and supplement to, the Indenture, have been duly done and performed.

 

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors, the New Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

 

ARTICLE 1

 

Section 1.01          This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

 

Section 1.02          This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors, the New Guarantors and the Trustee.

 

ARTICLE 2

 

Each New Guarantor hereby becomes a party to the Indenture as a Guarantor with respect to the Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes. Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor with respect to the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes.

 

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ARTICLE 3

 

Section 3.01          Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

 

Section 3.02          Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

 

Section 3.03          THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

Section 3.04          The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantor.

 

Section 3.05          The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

 

[NEXT PAGE IS SIGNATURE PAGE]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

	
 
	
 
    	
ISSUERS
    
	
 
	
 
    	
 
    
	
 
	
 
    	
USA COMPRESSION PARTNERS, LP
    
	
 
    	
 
    	
 
    	
 

	
 
    	
By:
    	
USA Compression GP, LLC, its general partner
    	
 

	
 
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric D. Long
    	
 

	
 
    	
 
    	
Name:
    	
Eric D. Long
    	
 

	
 
	
 
    	
 
    	
Title:
    	
President and Chief Executive Officer
    
	
 
    	
 
    	
 
    	
 

	
 
    	
USA COMPRESSION FINANCE CORP.
    	
 

	
 
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 

	
 
    	
By:
    	
/s/ Eric D. Long
    	
 

	
 
    	
 
    	
Name:
    	
Eric D. Long
    	
 

	
 
	
 
    	
 
    	
Title: 
    	
President and Chief Executive Officer
    
	
 
    	
 
    	
 
    	
 

	
 
    	
GUARANTORS
    	
 

	
 
	
 
    	
 
    
	
 
	
 
    	
USA COMPRESSION PARTNERS, LLC
    
	
 
    	
 
    	
 
    	
 

	
 
	
 
    	
By:
    	
USA Compression GP, LLC, its sole manager
    
	
 
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric D. Long
    	
 

	
 
    	
 
    	
Name:
    	
Eric D. Long
    	
 

	
 
	
 
    	
 
    	
Title: 
    	
President and Chief Executive Officer
    
	
 
    	
 
    	
 
    	
 

	
 
    	
USAC LEASING, LLC
    	
 

	
 
    	
 
    	
 
    	
 

	
 
	
 
    	
By:
    	
USA Compression GP, LLC, its sole manager
    
	
 
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric D. Long
    	
 

	
 
    	
 
    	
Name:
    	
Eric D. Long
    	
 

	
 
	
 
    	
 
    	
Title:
    	
President and Chief Executive Officer
    
												


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
USAC OPCO 2, LLC
    	
 

	
 
	
 
    	
 
    
	
 
    	
By:
    	
USA Compression GP, LLC, its sole manager
    	
 

	
 
    	
 
    	
 

	
 
    	
By:
    	
/s/ Eric D. Long
    	
 

	
 
    	
 
    	
Name:
    	
Eric D. Long
    	
 

	
 
	
 
    	
 
    	
Title:
    	
President and Chief Executive Officer
    
	
 
    	
 
    	
 

	
 
	
 
    	
USAC LEASING 2, LLC
    
	
 
	
 
    	
 
    
	
 
    	
By:
    	
USA Compression GP, LLC, its sole manager
    	
 

	
 
    	
 
    	
 

	
 
    	
By:
    	
/s/ Eric D. Long
    	
 

	
 
    	
 
    	
Name:
    	
Eric D. Long
    	
 

	
 
	
 
    	
 
    	
Title:
    	
President and Chief Executive Officer
    
	
 
    	
 
    	
 

	
 
	
 
    	
NEW GUARANTORS
    
	
 
	
 
    	
 
    
	
 
	
 
    	
CDM RESOURCE MANAGEMENT LLC
    
	
 
	
 
    	
 
    
	
 
    	
By:
    	
USA Compression Partners, LP, its sole member
    	
 

	
 
    	
 
    	
 

	
 
    	
By:
    	
USA Compression GP, LLC, its general partner
    	
 

	
 
    	
 
    	
 

	
 
    	
By:
    	
/s/ Matthew C. Liuzzi
    	
 

	
 
    	
 
    	
Name:
    	
Matthew C. Liuzzi
    	
 

	
 
	
 
    	
 
    	
Title:
    	
Vice President, Chief Financial
    
	
 
	
 
    	
 
    	
Officer and Treasurer
    
	
 
    	
 
    	
 

	
 
	
 
    	
CDM ENVIRONMENTAL & TECHNICAL SERVICES LLC
    
	
 
	
 
    	
 
    
	
 
    	
By:
    	
USA Compression Partners, LP, its sole member
    	
 

	
 
    	
 
    	
 

	
 
    	
By:
    	
USA Compression GP, LLC, its general partner
    	
 

	
 
    	
 
    	
 

	
 
    	
By:
    	
/s/ Matthew C. Liuzzi
    	
 

	
 
    	
 
    	
Name:
    	
Matthew C. Liuzzi
    	
 

	
 
	
 
    	
 
    	
Title:
    	
Vice President, Chief Financial
    
	
 
	
 
    	
 
    	
Officer and Treasurer
    
						


 

[Signature Page to Supplemental Indenture]

 











 

	
 
	
 
    	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
    
	
 
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John C. Stohlmann
    	
 

	
 
    	
 
    	
Name:
    	
John C. Stohlmann
    	
 

	
 
	
 
    	
 
    	
Title:
    	
Vice President
    
						


 

[Signature Page to Supplemental Indenture]