Item 5. Other Information
ITEM 5. Other Information
On October 28, 2022, we entered into a second amendment (the “Second Amendment”) to that certain Services Agreement, dated effective as of January 1, 2013, and as amended by that Amendment No. 1 dated effective November 3, 2017 (as amended, the “Services Agreement”), with our General Partner and USA Compression Management Services, LLC, a Delaware limited liability company, and a wholly owned subsidiary of our General Partner. The Second Amendment extended the term of the Services Agreement until December 31, 2027, subject to certain termination conditions.
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ITEM 6. Exhibits
The following documents are filed, furnished or incorporated by reference as part of this report:
Exhibit
Number Description
3.1 Certificate of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to Amendment No. 3 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on December 21, 2011)
3.2 Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018)
10.1* Amendment No. 2 to Services Agreement, dated effective as of October 31, 2022, by and among USA Compression Partners, LP, USA Compression GP, LLC and USA Compression Management Services, LLC
10.2*† Separation and Restrictive Covenant Agreement and Full Release and Waiver of Claims dated August 23, 2022, with Matthew C. Liuzzi
22.1 List of Subsidiary Guarantors and Co-Issuer (incorporated by reference to Exhibit 22.1 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-35779) filed on February 15, 2022)
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2# Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1* The following materials from USA Compression Partners, LP’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) our unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, (ii) our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, (iii) our unaudited condensed consolidated statements of changes in partners’ capital (deficit) for the nine months ended September 30, 2022 and 2021, (iv) our unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021, and (v) the related notes to our unaudited condensed consolidated financial statements.
104* The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, formatted in Inline XBRL (included with Exhibit 101)
________________________________
* Filed herewith.
# Furnished herewith. Not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
† Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
November 1, 2022 USA COMPRESSION PARTNERS, LP
By: USA Compression GP, LLC
its General Partner
By: /s/ Michael C. Pearl
Michael C. Pearl
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/ G. Tracy Owens
G. Tracy Owens
Vice President of Finance and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.