Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On August 3, 2020 (the "Amendment Effective Date"), USA Compression Partners, LP
(the "Partnership") entered into Amendment No. 1 (the "First Amendment") to its
Sixth Amended and Restated Credit Agreement among the Partnership, as borrower,
the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank,
N.A., as agent and LC Issuer (as defined therein) (as amended from time to time,
the "Credit Agreement").

The First Amendment amended the Credit Agreement to, among other items, increase
the maximum funded debt to EBITDA ratio to (i) 5.75 to 1.00 for the fiscal
quarters ending September 30, 2020 and December 31, 2020, (ii) 5.50 to 1.00 for
the fiscal quarters ending March 31, 2021 and June 30, 2021 and (iii) 5.25 to
1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021
(reverting back to 5.00 to 1.00 for each fiscal quarter thereafter). In
addition, the First Amendment provides that the 0.5 increase in maximum funded
debt to EBITDA ratio applicable to certain future acquisitions (for the six
consecutive month period in which any such acquisition occurs) is only available
beginning with the fiscal quarter ending September 30, 2021, and in any case
shall not increase the maximum funded debt to EBITDA ratio above 5.50 to 1.00.

The First Amendment also provides that, from the Amendment Effective Date until
the last day of the fiscal quarter ending December 31, 2021 (the "Covenant
Relief Period"), the availability requirement in order to make restricted
payments from capital contributions and from available cash are each increased
from $100 million to $250 million and the availability requirement in order to
make prepayments of the Partnership's senior notes, any subordinated
indebtedness or any other indebtedness for borrowed money is increased from $100
million to $250 million. In addition, during the Covenant Relief Period, the
applicable margin for Eurodollar borrowings is increased from a range of
2.00%-2.75% to a range of 2.25%- 3.00%. The First Amendment further provides
that the Partnership becomes guarantor of the obligations of all other
guarantors under the Credit Agreement.

As of the close of business on the Amendment Effective Date, the Loan Parties
(as defined in the Credit Agreement) had approximately $435.0 million of
outstanding borrowings and no outstanding letters of credit under the Credit
Agreement. The Credit Agreement will mature in April 2023. Amounts borrowed and
repaid under the Credit Agreement may be re-borrowed.

In connection with entering into the First Amendment, the Partnership paid certain amendment fees to certain lenders party thereto and paid a certain arrangement fee to the arranger of the First Amendment.



The disclosure contained in this Item 2.03 does not purport to be a complete
description of the First Amendment and is qualified in its entirety by reference
to the First Amendment, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.               Description
10.1                        Amendment No. 1 to the Sixth Amended and

Restated Credit Agreement among

USA Compression Partners, LP, as borrower, the

guarantors party thereto


                          from time to time, the lenders party thereto from

time to time and JPMorgan

Chase Bank, N.A., as agent and LC Issuer
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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