Keepwell
123
ARTICLE XVI
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
16.1
CHOICE OF LAW
124
16.2
CONSENT TO JURISDICTION
124
16.3
WAIVER OF JURY TRIAL
124
16.4
CONSENT TO SERVICE OF PROCESS
124
ARTICLE XVII
MISCELLANEOUS
17.1
AMENDMENT AND RESTATEMENT
124
EXHIBITS
EXHIBIT A.
FORM OF EURODOLLAR BORROWING NOTICE
EXHIBIT B.
FORM OF CONVERSION/CONTINUATION NOTICE
EXHIBIT C.
FORM OF REVOLVING NOTE
EXHIBIT D.
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E.
FORM OF JOINDER AGREEMENT
EXHIBIT F.
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT G.
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT H.
FORM OF TOTAL COMMITMENT INCREASE CERTIFICATE
EXHIBIT I.
FORM OF ADDITIONAL LENDER CERTIFICATE
SCHEDULES
SCHEDULE A
COMMITMENT SCHEDULE
SCHEDULE B
PRICING SCHEDULE
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 5.20
INDEBTEDNESS
SCHEDULE 5.21
AFFILIATE TRANSACTIONS
SCHEDULE 5.22
REAL PROPERTY; LEASES
SCHEDULE 5.23
INTELLECTUAL PROPERTY
SCHEDULE 5.24
INSURANCE
SCHEDULE 5.28
LABOR MATTERS
SCHEDULE 5.30
RATE MANAGEMENT OBLIGATIONS AND BANKING SERVICES OBLIGATIONS
SCHEDULE 6.11
COLLECTION ACCOUNTS AND LOCK BOX SERVICES
SCHEDULE 6.18
OTHER INVESTMENTS
SCHEDULE 6.19
LIENS
SCHEDULE 6.21
AFFILIATED TRANSACTIONS
v
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as may be amended, restated,
supplemented, or otherwise modified from time to time, this "Agreement"), dated
as of April 2, 2018 (the "Closing Date"), is among USA COMPRESSION PARTNERS, LP,
a Delaware limited partnership, as the Borrower (the "Borrower"), the Guarantors
(as defined below) party hereto from time to time, the Lenders (as defined
below) party hereto from time to time and JPMORGAN CHASE BANK, N.A., as an LC
Issuer and as the Agent (as each term is defined below).
RECITALS
WHEREAS, the Borrower, the Guarantors, the Agent, and certain of the Lenders are
parties to that certain Fifth Amended and Restated Credit Agreement, dated as of
December 13, 2013, as amended through the date hereof (the "Original Credit
Agreement");
WHEREAS, the Obligations (as defined in the Original Credit Agreement,
hereinafter, the "Existing Obligations") of the Borrower and the other Loan
Parties under the Original Credit Agreement and the Collateral Documents (as
defined in the Original Credit Agreement, such Collateral Documents hereinafter
the "Existing Collateral Documents") are secured by certain collateral
(hereinafter called the "Existing Collateral") and are guaranteed or supported
or otherwise benefited by the Existing Collateral Documents.
WHEREAS, the Borrower has now requested that the Lenders further amend, restate,
modify, extend, renew and restructure the loans made pursuant to the Original
Credit Agreement;
WHEREAS, the parties hereto intend that (a) the Existing Obligations which
remain unpaid and outstanding as of the Closing Date (which shall include the
Loans outstanding on the Closing Date under the Original Credit Agreement) shall
continue to exist under this Agreement on the terms set forth herein, (b) the
loans under the Original Credit Agreement, outstanding as of the Closing Date
shall be Loans under and as defined in this Agreement on the terms set forth
herein,