0001104659-13-003454 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of USA COMPRESSION PARTNERS, LP A Delaware limited partnership Dated as of January 18, 2013
USA Compression Partners, LP • January 18th, 2013 • Natural gas transmission • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP, dated as of January 18, 2013, is entered into by and among USA Compression GP, LLC, a Delaware limited liability company, as the General Partner, and USA Compression Holdings, LLC, a Delaware limited liability company, as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of USA COMPRESSION GP, LLC A Delaware Limited Liability Company Dated as of January 18, 2013
Limited Liability Company Agreement • January 18th, 2013 • USA Compression Partners, LP • Natural gas transmission • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of USA Compression GP, LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of this 18th day of January, 2013 by USA Compression Holdings, LLC, a Delaware limited liability company (“Holdings”), the sole member of the Company.

USA COMPRESSION PARTNERS, LP 11,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT January 14, 2013
Underwriting Agreement • January 18th, 2013 • USA Compression Partners, LP • Natural gas transmission • New York
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