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USAC > SEC Filings for USAC > Form 8-K on 17-Dec-2013All Recent SEC Filings

Show all filings for USA COMPRESSION PARTNERS, LP

Form 8-K for USA COMPRESSION PARTNERS, LP


17-Dec-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On December 13, 2013, USA Compression Partners, LP (the "Registrant") entered into the Fifth Amended and Restated Credit Agreement (the "Fifth A&R Credit Agreement") by and among the Registrant, USAC OpCo 2, LLC and USAC Leasing 2, LLC, as guarantors, USA Compression Partners, LLC and USAC Leasing, LLC, as borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as agent and an LC issuer, J.P. Morgan Securities LLC, as lead arranger and sole book runner, Wells Fargo Bank, N.A., as documentation agent, and Regions Bank, as syndication agent. The Fifth A&R Credit Agreement amended and restated that certain Fourth Amended and Restated Credit Agreement, dated as of June 1, 2012, as amended (the "Fourth A&R Credit Agreement"). A copy of the Fifth A&R Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report").

The Fifth A&R Credit Agreement amended the Fourth A&R Credit Agreement to, among other things, (i) increase the borrowing capacity under the revolving credit facility from $600.0 million to $850.0 million (subject to availability under a borrowing base), (ii) extend the termination date (and the maturity date of the obligations thereunder) from October 5, 2015 to December 13, 2018, (iii) subject to the terms of the Fifth A&R Credit Agreement, permit up to $100.0 million of future increases in borrowing capacity, (iv) modify the leverage ratio covenant to be 5.5 to 1.0 through the end of the fiscal quarter ending June 30, 2015, and 5.0 to 1.0 thereafter and (v) reduce the applicable margin for eurodollar borrowings to range from 1.50% to 2.25%, depending on the leverage ratio of the Registrant, all as more fully set forth in the Fifth A&R Credit Agreement.

As of the close of business on December 12, 2013, the Registrant had approximately $415.8 million of outstanding borrowings and no outstanding letters of credit under the Fourth A&R Credit Agreement. In connection with entering into the Fifth A&R Credit Agreement, the Registrant paid certain upfront fees and amendment fees to the lenders party thereto and paid certain arrangement fees to the arranger of the Fifth A&R Credit Agreement. Amounts borrowed and repaid under the Fifth A&R Credit Agreement may be re-borrowed.

The description set forth above is qualified in its entirety by the Fifth A&R Credit Agreement, which is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

Exhibit No.                                 Description

10.1           Fifth Amended and Restated Credit Agreement dated as of December 13,
               2013, by and among USA Compression Partners, LP, USAC OpCo 2, LLC and
               USAC Leasing 2, LLC, as guarantors, USA Compression Partners, LLC and
               USAC Leasing, LLC, as borrowers, the lenders party thereto from time
               to time, JPMorgan Chase Bank, N.A., as agent and LC issuer, J.P.
               Morgan Securities LLC, as lead arranger and sole book runner, Wells
               Fargo Bank, N.A., as documentation agent, and Regions Bank, as
               syndication agent.


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