104
16.3.
WAIVER OF JURY TRIAL
104
ARTICLE XVII MISCELLANEOUS
104
17.1.
AMENDMENT AND RESTATEMENT
104
17.2.
RELEASE
105
ARTICLE XVIII
105
JOINT AND SEVERAL LIABILITY
105
18.1.
Cross-Guaranty
105
18.2.
Waivers By Borrower
106
18.3.
Benefit of Guaranty
107
18.4.
Waiver of Subrogation, Etc
107
18.5.
Election of Remedies
107
18.6.
Limitation
107
18.7.
Contribution With Respect To Guaranty Obligations
108
18.8.
Liability Cumulative
108
18.9.
Structure of Credit Facility
109
v
EXHIBITS
EXHIBIT A.
FORM OF EURODOLLAR BORROWING NOTICE
EXHIBIT B.
FORM OF CONVERSION/CONTINUATION NOTICE
EXHIBIT C.
REVOLVING NOTE
EXHIBIT D.
FORM OF OPINION
EXHIBIT E.
COMPLIANCE CERTIFICATE
EXHIBIT F.
JOINDER AGREEMENT
EXHIBIT G.
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT H.
BORROWING BASE CERTIFICATE
EXHIBIT I.
FORM OF TOTAL COMMITMENT INCREASE CERTIFICATE
EXHIBIT J.
FORM OF ADDITIONAL LENDER CERTIFICATE
SCHEDULES
SCHEDULE A
COMMITMENT SCHEDULE
SCHEDULE B
PRICING SCHEDULE
SCHEDULE 1
DESCRIPTION OF SPECIFIED IPO TRANSACTIONS
SCHEDULE 4.1
CERTAIN COLLATERAL LOCATIONS
SCHEDULE 5.8
LITIGATION AND CONTINGENT OBLIGATIONS
SCHEDULE 5.9
CAPITALIZATION AND SUBSIDIARIES
SCHEDULE 5.12
NAMES; PRIOR TRANSACTIONS
SCHEDULE 5.14
MATERIAL AGREEMENTS
SCHEDULE 5.16
OWNERSHIP OF PROPERTIES
SCHEDULE 5.22
INDEBTEDNESS
SCHEDULE 5.23
AFFILIATE TRANSACTIONS
SCHEDULE 5.24
REAL PROPERTY; LEASES
SCHEDULE 5.25
INTELLECTUAL PROPERTY RIGHTS
SCHEDULE 5.26
INSURANCE
SCHEDULE 5.32
LABOR MATTERS
SCHEDULE 6.21
OTHER INVESTMENTS
SCHEDULE 6.22
LIENS
SCHEDULE 6.24
AFFILIATED TRANSACTIONS
vi
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (as may be amended, restated,
supplemented, or otherwise modified from time to time, this "Agreement"), dated
as of December 13, 2013 (the "Closing Date"), is among USA COMPRESSION PARTNERS,
LP, a Delaware limited partnership ("Holdings"), USAC OPCO 2, LLC, a Texas
limited liability company ("USAC OpCo 2") and USAC LEASING 2, LLC,
a Texas
limited liability company ("USAC Leasing 2"), as Guarantors (as defined below),
USA COMPRESSION PARTNERS, LLC, a Delaware limited liability company ("USA
Compression Partners") and USAC LEASING, LLC, a Delaware limited liability
company ("USAC Leasing"), as Borrowers (as defined below), the Lenders (as
defined below) party hereto from time to time, JPMORGAN CHASE BANK, N.A., a
national banking association, as an LC Issuer and as Agent (as each term is
defined below), WELLS FARGO BANK, N.A., as Documentation Agent (as defined
below), and REGIONS BANK, as Syndication Agent (as defined below).
RECITALS
WHEREAS, Holdings, Borrower, Agent, Documentation Agent, Syndication Agent, and
certain of the Lenders are parties to that certain Fourth Amended and Restated
Credit Agreement, dated as of June 1, 2012, as amended by that certain First
Amendment to Fourth Amended and Restated Credit Agreement, dated December 10,
2012 (the "Original Credit Agreement");
WHEREAS, pursuant to (i) that certain Joinder Agreement, dated as of August 30,
2013, by and between USAC Leasing 2 and JPMorgan Chase Bank, N.A., USAC Leasing
2 joined the Original Credit Agreement and the other Loan Documents as a Loan
Party and Guarantor and (ii) that certain Joinder Agreement, dated as of
August 30, 2013, by and between USAC OpCo 2 and JPMorgan Chase Bank, N.A., USAC
OpCo 2 joined the Original Credit Agreement and