{"url_path":"/sec/usac/8-k/2026-07-06/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1522727/0001193125-26-295524-index.html","accession_number":"0001193125-26-295524","cik":"0001522727","ticker":"USAC","issuer_name":"USA Compression Partners, LP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1522727/0001193125-26-295524-index.html","primary_entity_key":"0001522727","primary_entity_name":"USA Compression Partners, LP"},"word_count":6832,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nRedomiciliation from Delaware to Texas\n\nOn July 6, 2026, USA Compression Partners, LP (the “Partnership”) changed its state of formation from the State of Delaware to the State of Texas pursuant to a Plan of Conversion. This redomiciliation was approved by the board of directors of the general partner in reliance in part on the recommendation and Special Approval (as defined in the Delaware Partnership Agreement (as defined below)) of the Conflicts Committee (as defined in the Delaware Partnership Agreement).\n\nThe redomiciliation was accomplished by filing a Certificate of Conversion with the Delaware Secretary of State and a Certificate of Conversion and a Certificate of Formation with the Texas Secretary of State.\n\nFollowing the redomiciliation:\n\n \n\n \n•\n \n\nThe affairs of the Partnership ceased to be governed by the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) and became subject to the Texas Business Organizations Code (the “TBOC”), and the certificate of limited partnership and Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Delaware Partnership Agreement”) that were in effect immediately prior to the redomiciliation were replaced by the certificate of formation and Agreement of Limited Partnership of the Partnership (the “Texas Partnership Agreement”) approved in connection with the redomiciliation and Plan of Conversion. For clarity, references in this filing to “the Delaware Partnership” mean the Partnership as it existed prior to the time of the redomiciliation; and references to “the Texas Partnership” mean the Partnership at the time of and following the redomiciliation.\n\n \n\n \n•\n \n\nThe Partnership is deemed to be the same entity as it was prior to the redomiciliation, without interruption; all property that the Delaware Partnership had prior to the redomiciliation continues to be vested in the Texas Partnership; all debts, obligations and liabilities of the Delaware Partnership prior to the redomiciliation continue as the debts, obligations and other liabilities of the Texas Partnership after the redomiciliation; and, except as provided by law, all of the rights, privileges, immunities and powers which the Delaware Partnership possessed prior to the redomiciliation continue to be vested in the Texas Partnership without change after the redomiciliation.\n\n \n\n \n•\n \n\nAll unitholders of the Delaware Partnership immediately before the redomiciliation remain unitholders of the Texas Partnership immediately after the redomiciliation, in that each common unit of the Delaware Partnership converted into a common unit of the Texas Partnership.\n\n \n\n \n•\n \n\nEach option, warrant or other right to acquire common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an outstanding option, warrant or other right to acquire common units of the Texas Partnership.\n\n \n\n \n•\n \n\nEach phantom unit award, restricted unit award, cash restricted unit award or restricted unit relating to the common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an equivalent phantom unit award, restricted unit award, cash restricted unit award or restricted unit of the Texas Partnership having the same terms and conditions as were in effect immediately prior to the redomiciliation.\n\n \n\n \n•\n \n\nEach employee benefit plan, incentive compensation plan or other similar plan of the Delaware Partnership which was in effect immediately prior to the redomiciliation continues to be an employee benefit plan, incentive compensation plan or other similar plan of the Texas Partnership following the redomiciliation.\n\n \n•\n \n\nEach director or officer of the general partner who was in office immediately before the redomiciliation continues to hold his or her respective office with the general partner following the redomiciliation of the Partnership. The general partner is redomiciling from Delaware to Texas concurrently with the Partnership and will remain the general partner of the Partnership following the redomiciliation.\n\nThe redomiciliation did not result in any change in the Partnership’s CUSIP, trading symbol, federal tax identification number, or any material change in its business, offices, assets, liabilities, obligations or net worth, or employees. The Partnership continues to maintain its principal executive offices at 8115 Preston Road, Suite 700, Dallas, Texas 75225.\n\nThe rights of the unitholders were governed by the Delaware Partnership Agreement and the Delaware Act prior to the redomiciliation. Following the redomiciliation, the unitholders’ rights are governed by the Texas Partnership Agreement, as in effect upon consummation of the redomiciliation, and the TBOC. The Partnership believes that the rights and obligations of unitholders of the Partnership contained in the Delaware Partnership Agreement immediately prior to the conversion are substantially the same as the rights and obligations of unitholders of the Partnership contained in the Texas Partnership Agreement immediately after the conversion.\n\nSet forth below is a comparison between the rights of a unitholder under the Delaware Partnership Agreement and the Delaware Act, on the one hand, and the rights of a holder of units under the Texas Partnership Agreement and the TBOC, on the other hand. The comparison below is by its nature a summary and does not include descriptions of all of the terms in the Delaware Partnership Agreement or Texas Partnership Agreement or of all statutory provisions in the Delaware Act or the TBOC.\n\nThe following summary does not reflect any rules of the New York Stock Exchange or any other national exchange that may apply to the Partnership in connection with the matters discussed. This summary does not purport to be a complete discussion of, and is qualified in its entirety by reference to, the Delaware Act, the TBOC, the Delaware Partnership Agreement and the Texas Partnership Agreement.\n\nPurpose and Term of Existence\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nEngage in any business activity that is approved by the general partner and that lawfully may be conducted by a limited partnership.\n\n \n\nUntil dissolved pursuant to the terms of the Delaware Partnership Agreement.\n\n  \n\nEngage in any business activity that is approved by the general partner and that lawfully may be conducted by a limited partnership.\n\n \n\nUntil dissolved pursuant to the terms of the Texas Partnership Agreement.\n\nDistributions of Available Cash\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nWithin 45 days after the end of each quarter, the Partnership will distribute all of its available cash to the partners.\n\n \n\nAvailable cash is defined in the Delaware Partnership Agreement and generally means, with respect to each calendar quarter, all cash and cash equivalents on hand at the end of such quarter, less the amount of cash reserves established by the general partner to:\n\n \n\n•\n\nprovide for the proper conduct of the business;\n\n  \n\nWithin 45 days after the end of each quarter, the Partnership will distribute all of its available cash to the partners.\n\n \n\nAvailable cash is defined in the Texas Partnership Agreement and generally means, with respect to each calendar quarter, all cash and cash equivalents on hand at the end of such quarter, less the amount of cash reserves established by the general partner to:\n\n \n\n•\n\nprovide for the proper conduct of the business;\n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\n \n\n•\n\ncomply with applicable law, any of the Delaware Partnership’s debt instruments or other agreements; or\n\n \n\n•\n\nprovide funds for distributions to the Delaware Partnership’s unitholders for any one or more of the next four quarters.\n\n  \n\n \n\n•\n\ncomply with applicable law, any of the Texas Partnership’s debt instruments or other agreements; or\n\n \n\n•\n\nprovide funds for distributions to the Texas Partnership’s unitholders for any one or more of the next four quarters.\n\nDistributions upon Liquidation\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nProceeds from the liquidation of the Delaware Partnership’s assets will be used to discharge the liabilities of the Delaware Partnership. Any remaining assets will be distributed to partners per their capital account balances, subject to preferred unit liquidation preferences.\n  \nProceeds from the liquidation of the Texas Partnership’s assets will be used to discharge the liabilities of the Texas Partnership. Any remaining assets will be distributed to partners per their capital account balances, subject to preferred unit liquidation preferences.\n\nMerger and Consolidation\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nMerger or consolidation requires the prior consent of the general partner. Once approved by the general partner, unless the merger or consolidation is of a type not requiring limited partner approval, the merger agreement must be submitted to a vote of the limited partners, and the merger agreement will be approved upon receipt of the affirmative vote of the holders of a majority of the outstanding units (unless, in certain circumstances, the affirmative vote of a greater percentage is required). In certain specified circumstances set forth in the Delaware Partnership Agreement, the general partner can convert or merge the Delaware Partnership into another limited liability entity without the approval of the limited partners.\n  \nMerger or consolidation requires the prior consent of the general partner. Once approved by the general partner, unless the merger or consolidation is of a type not requiring limited partner approval, the merger agreement must be submitted to a vote of the limited partners, and the merger agreement will be approved upon receipt of the affirmative vote of the holders of a majority of the outstanding units (unless, in certain circumstances, the affirmative vote of a greater percentage is required). In certain specified circumstances set forth in the Texas Partnership Agreement, the general partner can convert or merge the Texas Partnership into another limited liability entity without the approval of the limited partners.\n\nDisposal of Assets\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nExcept in limited circumstances specified in the Delaware Partnership Agreement, the general partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Delaware Partnership in a single transaction or series of related transactions (including by way of merger, consolidation or other combination) without approval of the holders of a majority of the outstanding units. The general partner is able to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Delaware Partnership’s assets without approval, and, if such encumbrance is foreclosed or realized upon, sell the Delaware Partnership’s assets in satisfaction of such encumbrance.\n  \nExcept in limited circumstances specified in the Texas Partnership Agreement, the general partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Texas Partnership in a single transaction or series of related transactions (including by way of merger, consolidation or other combination) without approval of the holders of a majority of the outstanding units. The general partner is able to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Texas Partnership’s assets without approval, and, if such encumbrance is foreclosed or realized upon, sell the Texas Partnership’s assets in satisfaction of such encumbrance.\n\nRights and Obligations of the Different Classes of Unitholders\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nHolders of Common Units and general partner interests have certain voting, economic and other rights and obligations that are specific and particular to such equityholder’s class of equity.\n  \nHolders of Common Units and general partner interests have certain voting, economic and other rights and obligations that are specific and particular to such equityholder’s class of equity.\n\nTransfer of General Partner Interest\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe general partner may transfer all or any of its general partner interest at any time without unitholder approval if (i) the transferee assumes the rights and duties of the general partner and is bound by the Delaware Partnership Agreement, (ii) the Delaware Partnership receives an opinion of counsel confirming no loss of limited liability or taxable entity status under Delaware law, and (iii) the transferee agrees to purchase all of the general partner interest in the Delaware Partnership or membership interests of the general partner in each other subsidiary of the Delaware Partnership.\n  \nThe general partner may transfer all or any of its general partner interest at any time without unitholder approval if (i) the transferee assumes the rights and duties of the general partner and is bound by the Texas Partnership Agreement, (ii) the Texas Partnership receives an opinion of counsel confirming no loss of limited liability or taxable entity status under Texas law, and (iii) the transferee agrees to purchase all of the general partner interest in the Texas Partnership or membership interests of the general partner in each other subsidiary of the Texas Partnership.\n\nWithdrawal of General Partner\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe general partner may voluntarily withdraw at any time by giving at least 90 days’ advance written notice to unitholders. Upon voluntary withdrawal, the holders of a majority of the outstanding units may elect a successor general partner prior to the effective date of withdrawal.\n  \nThe general partner may voluntarily withdraw at any time by giving at least 90 days’ advance written notice to unitholders. Upon voluntary withdrawal, the holders of a majority of the outstanding units may elect a successor general partner prior to the effective date of withdrawal.\n\nRemoval of General Partner\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe general partner may be removed if such removal is approved by a vote of at least 66 2/3% of the outstanding units voting as a single class, including units held by the general partner and its affiliates, and the Delaware Partnership receives an opinion of counsel as to limited liability and tax matters. Any removal of the general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units, voting as a class.\n  \nThe general partner may be removed if such removal is approved by a vote of at least 66 2/3% of the outstanding units voting as a single class, including units held by the general partner and its affiliates, and the Texas Partnership receives an opinion of counsel as to limited liability and tax matters. Any removal of the general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units, voting as a class.\n\nLimited Call Rights\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nIf at any time the general partner and its affiliates own more than 80% of the issued and outstanding limited partner interests of any class, the general partner has the right, assignable to the Delaware Partnership or any of the general partner’s affiliates, to purchase all, but not less than all, of the outstanding units of that class held by non-affiliated persons, as of a record date to be selected by the general partner, on at least 10, but not more than 60, days’ notice. The purchase price in the event of this purchase is the greater of:\n\n \n\n•\n\nthe highest price paid by the general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which the general partner first mails notice of its election to purchase those limited partner interests; and\n\n \n\n•\n\nthe average of the daily closing prices of the partnership securities of such class over the 20 consecutive trading days preceding the date that is three days before the date the notice is mailed.\n\n  \n\nIf at any time the general partner and its affiliates own more than 80% of the issued and outstanding limited partner interests of any class, the general partner has the right, assignable to the Texas Partnership or any of the general partner’s affiliates, to purchase all, but not less than all, of the outstanding units of that class held by non-affiliated persons, as of a record date to be selected by the general partner, on at least 10, but not more than 60, days’ notice. The purchase price in the event of this purchase is the greater of:\n\n \n\n•\n\nthe highest price paid by the general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which the general partner first mails notice of its election to purchase those limited partner interests; and\n\n \n\n•\n\nthe average of the daily closing prices of the partnership securities of such class over the 20 consecutive trading days preceding the date that is three days before the date the notice is mailed.\n\nPartnership Agreement Amendment\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nAmendments to the Delaware Partnership Agreement may be proposed only by the general partner. However, the general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to the Delaware Partnership or the limited partners, including any duty to act in good faith or in the best interests of the Delaware Partnership or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, the general partner is required to seek written approval of the holders of the number of the Delaware Partnership’s units required to approve the amendment or to call a meeting of the limited partners to consider and vote upon the proposed amendment. Proposed amendments submitted to the unitholders must be approved by a requisite percentage of unitholders.\n\n \n\nThe Delaware Partnership’s general partner may generally make amendments to the Delaware Partnership Agreement without the approval of any limited partner to reflect:\n\n \n\n•\n\na change in the Delaware Partnership’s name, the location of its principal place of business, its registered agent or its registered office;\n\n  \n\nAmendments to the Texas Partnership Agreement may be proposed only by the general partner. However, the general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to the Texas Partnership or the limited partners, including any duty to act in good faith or in the best interests of the Texas Partnership or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, the general partner is required to seek written approval of the holders of the number of the Texas Partnership’s units required to approve the amendment or to call a meeting of the limited partners to consider and vote upon the proposed amendment. Proposed amendments submitted to the unitholders must be approved by a requisite percentage of unitholders.\n\n \n\nThe Texas Partnership’s general partner may generally make amendments to the Texas Partnership Agreement without the approval of any limited partner to reflect:\n\n \n\n•\n\na change in the Texas Partnership’s name, the location of its principal place of business, its registered agent or its registered office;\n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\n \n\n•\n\nthe admission, substitution, withdrawal or removal of partners in accordance with the Delaware Partnership Agreement;\n\n \n\n•\n\na change that the general partner determines to be necessary or appropriate to qualify or continue the qualification of the Delaware Partnership as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither the Partnership nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;\n\n \n\n•\n\na change that the general partner determines (i) does not adversely affect the limited partners (considered as a whole) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the units or comply with any rule, regulation, guideline or requirement of any national securities exchange on which the units are or will be listed, (iii) to be necessary or appropriate in connection with action taken by the general partner to effect a combination or split of the Delaware Partnership’s securities or (iv) to be required to effect the intent expressed in the Delaware Partnership’s Registration Statement or the intent of the provisions of the Delaware Partnership Agreement;\n\n \n\n•\n\na change in the Delaware Partnership’s fiscal year or taxable year and related changes;\n\n \n\n•\n\nan amendment that is necessary, in the opinion of the Delaware Partnership’s counsel, to prevent the general partner or its general partner or its general partner’s directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940 or “plan asset” regulations adopted under ERISA whether or not substantially similar to plan asset regulations currently applied or proposed;\n\n  \n\n \n\n•\n\nthe admission, substitution, withdrawal or removal of partners in accordance with the Texas Partnership Agreement;\n\n \n\n•\n\na change that the general partner determines to be necessary or appropriate to qualify or continue the qualification of the Texas Partnership as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither the Partnership nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;\n\n \n\n•\n\na change that the general partner determines (i) does not adversely affect the limited partners (considered as a whole) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the TBOC) or (B) facilitate the trading of the units or comply with any rule, regulation, guideline or requirement of any national securities exchange on which the units are or will be listed, (iii) to be necessary or appropriate in connection with action taken by the general partner to effect a combination or split of the Texas Partnership’s securities or (iv) to be required to effect the intent expressed in the Texas Partnership’s Registration Statement or the intent of the provisions of the Texas Partnership Agreement;\n\n \n\n•\n\na change in the Texas Partnership’s fiscal year or taxable year and related changes;\n\n \n\n•\n\nan amendment that is necessary, in the opinion of the Texas Partnership’s counsel, to prevent the general partner or its general partner or its general partner’s directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940 or “plan asset” regulations adopted under ERISA whether or not substantially similar to plan asset regulations currently applied or proposed;\n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\n \n\n•\n\nan amendment that the Delaware Partnership’s general partner determines to be necessary or appropriate in connection with the authorization or issuance of additional partnership interests;\n\n \n\n•\n\nany amendment expressly permitted in the Delaware Partnership Agreement to be made by the general partner acting alone;\n\n \n\n•\n\nan amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the Delaware Partnership Agreement;\n\n \n\n•\n\nany amendment that the general partner determines to be necessary or appropriate for the formation by the Delaware Partnership of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the Delaware Partnership Agreement;\n\n \n\n•\n\nconversions into, mergers with or conveyances to another limited liability entity pursuant to the Delaware Partnership Agreement; or\n\n \n\n•\n\nany other amendments substantially similar to any of the matters described in the clauses above.\n\n  \n\n \n\n•\n\nan amendment that the Texas Partnership’s general partner determines to be necessary or appropriate in connection with the authorization or issuance of additional partnership interests;\n\n \n\n•\n\nany amendment expressly permitted in the Texas Partnership Agreement to be made by the general partner acting alone;\n\n \n\n•\n\nan amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the Texas Partnership Agreement;\n\n \n\n•\n\nany amendment that the general partner determines to be necessary or appropriate for the formation by the Texas Partnership of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the Texas Partnership Agreement;\n\n \n\n•\n\nconversions into, mergers with or conveyances to another limited liability entity pursuant to the Texas Partnership Agreement; or\n\n \n\n•\n\nany other amendments substantially similar to any of the matters described in the clauses above.\n\nDissolution\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe Delaware Partnership will dissolve and its affairs will be wound up, if:\n\n \n\n•\n\nthe general partner withdraws and no successor is elected;\n\n \n\n•\n\nthe general partner elects to dissolve the Delaware Partnership and the election is approved by the holders of a majority of the outstanding units;\n\n \n\n•\n\nthere is an entry of a judicial decree for dissolution pursuant to the Delaware Act; or\n\n \n\n•\n\nat any time there are no limited partners.\n\n  \n\nThe Texas Partnership will dissolve and its affairs will be wound up, if:\n\n \n\n•\n\nthe general partner withdraws and no successor is elected;\n\n \n\n•\n\nthe general partner elects to dissolve the Texas Partnership and the election is approved by the holders of a majority of the outstanding units;\n\n \n\n•\n\nthere is an entry of a judicial decree for dissolution pursuant to the TBOC; or\n\n \n\n•\n\nat any time there are no limited partners.\n\nManagement\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe general partner will conduct, direct and manage all of the Delaware Partnership’s activities. Except as specifically granted in the Delaware Partnership Agreement, all management powers over the business and affairs of the Delaware Partnership will be exclusively vested in the general partner, and no limited partner or assignee will have any management power over the business and affairs of the Delaware Partnership. Subject to certain restrictions contained in the Delaware Partnership Agreement, the general\n  \nThe general partner will conduct, direct and manage all of the Texas Partnership’s activities. Except as specifically granted in the Texas Partnership Agreement, all management powers over the business and affairs of the Texas Partnership will be exclusively vested in the general partner, and no limited partner or assignee will have any management power over the business and affairs of the Texas Partnership. Subject to certain restrictions contained in the Texas Partnership Agreement, the general partner has full\n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\npartner has full power and authority to do all things and on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Delaware Partnership.\n\n \n\nCommon Unitholders of the Delaware Partnership have no right to elect the general partner or the board of directors of the general partner. The general partner has the right to appoint and replace the members of the board of directors, including all of its independent directors. In addition, the limited partners are limited in their ability to remove the general partner.\n\n  \n\npower and authority to do all things and on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Texas Partnership.\n\n \n\nCommon Unitholders of the Texas Partnership have no right to elect the general partner or the board of directors of the general partner. The general partner has the right to appoint and replace the members of the board of directors, including all of its independent directors. In addition, the limited partners are limited in their ability to remove the general partner.\n\nIssuance of Partnership Interests\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe Delaware Partnership may issue an unlimited number of additional partnership interests and other equity securities, including securities senior to the Delaware Partnership’s Common Units, without the approval of existing unitholders.\n  \nThe Texas Partnership may issue an unlimited number of additional partnership interests and other equity securities, including securities senior to the Texas Partnership’s Common Units, without the approval of existing unitholders.\n\nTransfer of Units; Status as a Limited Partner\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe Delaware Partnership shall not recognize any transfer of limited partner interests until the certificates evidencing such interests are surrendered.\n\n \n\nBy acceptance of the transfer of any limited partner interest in accordance with the Delaware Partnership Agreement a transferee:\n\n \n\n•\n\nshall be admitted to the Delaware Partnership as a limited partner;\n\n \n\n•\n\nshall become bound, and shall be deemed to have agreed to be bound, by the terms of the Delaware Partnership Agreement;\n\n \n\n•\n\nrepresents that such transferee has the capacity, power and authority to enter into the Delaware Partnership Agreement; and\n\n \n\n•\n\nmakes the consents, acknowledgements and waivers contained in the Delaware Partnership Agreement, all with or without execution of the Delaware Partnership Agreement by such transferee.\n\n  \n\nThe Texas Partnership shall not recognize any transfer of limited partner interests until the certificates evidencing such interests are surrendered.\n\n \n\nBy acceptance of the transfer of any limited partner interest in accordance with the Texas Partnership Agreement a transferee:\n\n \n\n•\n\nshall be admitted to the Texas Partnership as a limited partner;\n\n \n\n•\n\nshall become bound, and shall be deemed to have agreed to be bound, by the terms of the Texas Partnership Agreement;\n\n \n\n•\n\nrepresents that such transferee has the capacity, power and authority to enter into the Texas Partnership Agreement; and\n\n \n\n•\n\nmakes the consents, acknowledgements and waivers contained in the Texas Partnership Agreement, all with or without execution of the Texas Partnership Agreement by such transferee.\n\nIndemnification\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nUnder the Delaware Partnership Agreement, in most circumstances, the Delaware Partnership will\n  \nUnder the Texas Partnership Agreement, in most circumstances, the Texas Partnership will indemnify\n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nindemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:\n\n \n\n•\n\nits general partner;\n\n \n\n•\n\nany departing general partner;\n\n \n\n•\n\nany person who is or was an affiliate of its general partner or any departing general partner;\n\n \n\n•\n\nany person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of the Delaware Partnership, its subsidiaries, its general partner, any departing general partner or any of their affiliates;\n\n \n\n•\n\nany person who is or was serving at the request of a general partner, any departing general partner or any of their respective affiliates as a manager, managing member, director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to the Delaware Partnership or its subsidiaries;\n\n \n\n•\n\nany person who controls a general partner or departing general partner; and\n\n \n\n•\n\nany person designated by its general partner.\n\n \n\nAny indemnification under these provisions will only be out of the Delaware Partnership’s assets. Unless it otherwise agrees, the Delaware Partnership’s general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Delaware Partnership to enable the Delaware Partnership to effectuate, indemnification. The Delaware Partnership may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless whether it would have the power to indemnify the person against liabilities under the Delaware Partnership Agreement.\n\n  \n\nthe following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:\n\n \n\n•\n\nits general partner;\n\n \n\n•\n\nany departing general partner;\n\n \n\n•\n\nany person who is or was an affiliate of its general partner or any departing general partner;\n\n \n\n•\n\nany person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of the Texas Partnership, its subsidiaries, its general partner, any departing general partner or any of their affiliates;\n\n \n\n•\n\nany person who is or was serving at the request of a general partner, any departing general partner or any of their respective affiliates as a manager, managing member, director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to the Texas Partnership or its subsidiaries;\n\n \n\n•\n\nany person who controls a general partner or departing general partner; and\n\n \n\n•\n\nany person designated by its general partner.\n\n \n\nAny indemnification under these provisions will only be out of the Texas Partnership’s assets. Unless it otherwise agrees, the Texas Partnership’s general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Texas Partnership to enable the Texas Partnership to effectuate, indemnification. The Texas Partnership may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless whether it would have the power to indemnify the person against liabilities under the Texas Partnership Agreement.\n\nMeetings; Voting\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nA special meeting of the limited partners may be called by the general partner or by the limited partners owning 20% or more of the outstanding securities of the Delaware Partnership of the class for which a meeting is proposed.\n\n \n\nUnitholders are entitled to vote on the following matters:\n\n \n\n•\n\nthe sale or disposition of all or substantially all of the Delaware Partnership and its subsidiaries’ assets;\n\n  \n\nA special meeting of the limited partners may be called by the general partner or by the limited partners owning 20% or more of the outstanding securities of the Texas Partnership of the class for which a meeting is proposed.\n\n \n\nUnitholders are entitled to vote on the following matters:\n\n \n\n•\n\nthe sale or disposition of all or substantially all of the Texas Partnership and its subsidiaries’ assets;\n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\n \n\n•\n\nthe election of a successor general partner following the withdrawal or removal of the general partner;\n\n \n\n•\n\nan election to dissolve the Delaware Partnership by the general partner;\n\n \n\n•\n\nthe continuation of the Delaware Partnership following dissolution of the Delaware Partnership, subject to the terms of the Delaware Partnership Agreement;\n\n \n\n•\n\ncertain amendments of the Delaware Partnership Agreement; and\n\n \n\n•\n\na merger agreement or a plan of conversion, subject to the terms of the Delaware Partnership Agreement.\n\n \n\nHolders of more than 20% of any class of securities of the Delaware Partnership may not vote on any matter except for the general partner, its affiliates, their direct transferees and their indirect transferees approved by the general partner, or any other holder that acquired such securities with the prior approval of the general partner.\n\n  \n\n \n\n•\n\nthe election of a successor general partner following the withdrawal or removal of the general partner;\n\n \n\n•\n\nan election to dissolve the Texas Partnership by the general partner;\n\n \n\n•\n\nthe continuation of the Texas Partnership following dissolution of the Texas Partnership, subject to the terms of the Texas Partnership Agreement;\n\n \n\n•\n\ncertain amendments of the Texas Partnership Agreement; and\n\n \n\n•\n\na merger agreement or a plan of conversion, subject to the terms of the Texas Partnership Agreement.\n\n \n\nHolders of more than 20% of any class of securities of the Texas Partnership may not vote on any matter except for the general partner, its affiliates, their direct transferees and their indirect transferees approved by the general partner, or any other holder that acquired such securities with the prior approval of the general partner.\n\nElimination of Fiduciary Duties\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nPursuant to the Delaware Partnership Agreement, default general partner fiduciary duties under state governing law are generally replaced with a requirement for the general partner to act in “good faith,” which is defined in the Delaware Partnership Agreement to mean the general partner’s subjective belief that an action is in the best interests of the Delaware Partnership and its subsidiaries. With respect to certain other actions taken in its individual capacity, the general partner is permitted to act in its sole discretion with no duty to the limited partners.\n  \nPursuant to the Texas Partnership Agreement, default general partner fiduciary duties under state governing law are generally replaced with a requirement for the general partner to act in “good faith,” which is defined in the Texas Partnership Agreement to mean the general partner’s subjective belief that an action is in the best interests of the Texas Partnership and its subsidiaries. With respect to certain other actions taken in its individual capacity, the general partner is permitted to act in its sole discretion with no duty to the limited partners.\n\nExculpation of General Partner and Affiliated Persons\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe general partner and its officers and directors will not be liable to the Delaware Partnership or limited partners for acts or omissions or any breach of duty without a final and non-appealable judgment being entered into against the general partner or its officers or directors for such acts or omissions or in circumstances involving acting in bad faith, or in the case of a criminal matter, acting with the knowledge that the conduct was unlawful.\n  \nThe general partner and its officers and directors will not be liable to the Texas Partnership or limited partners for acts or omissions or any breach of duty without a final and non-appealable judgment being entered into against the general partner or its officers or directors for such acts or omissions or in circumstances involving acting in bad faith, or in the case of a criminal matter, acting with the knowledge that the conduct was unlawful.\n\nConflicted Transaction Approvals\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nWhenever a potential conflict of interest exists or arises between the general partner or any of its affiliates, on the one hand, and the Delaware Partnership, any of its affiliates, any partner or any assignee, on the other, any resolution or course of action by the general partner or its affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partners, and shall not constitute a breach of the Delaware Partnership Agreement or of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by the Conflicts Committee, (ii) approved by the vote of the holders of a majority of the Common Units (excluding Common Units owned by the general partner and its affiliates), (iii) on terms no less favorable to the Delaware Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Delaware Partnership, taking into account the totality of the relationships between the parties involved.\n  \nWhenever a potential conflict of interest exists or arises between the general partner or any of its affiliates, on the one hand, and the Texas Partnership, any of its affiliates, any partner or any assignee, on the other, any resolution or course of action by the general partner or its affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partners, and shall not constitute a breach of the Texas Partnership Agreement or of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by the Conflicts Committee, (ii) approved by the vote of the holders of a majority of the Common Units (excluding Common Units owned by the general partner and its affiliates), (iii) on terms no less favorable to the Texas Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Texas Partnership, taking into account the totality of the relationships between the parties involved.\n\nApplicable Law; Forum, Venue and Jurisdiction\n\n \n\nDelaware Partnership\n\n  \n\nTexas Partnership\n\nThe Delaware Partnership Agreement is governed by Delaware law and requires that specified claims, suits, actions or proceedings — including those relating to the partnership agreement or any partnership interest, those arising under the Delaware Act, and those arising under the federal securities laws — be brought exclusively in the Court of Chancery of the State of Delaware (or, if that court does not have subject matter jurisdiction, another court located in the State of Delaware with subject matter jurisdiction), subject to the exceptions provided by law for claims within the exclusive jurisdiction of the federal courts.\n  \nThe Texas Partnership Agreement is governed by Texas law and requires that specified claims, suits, actions or proceedings — including those relating to the partnership agreement or any partnership interest, those arising under the TBOC, and those arising under the federal securities laws — be brought exclusively in the Business Court in the First Business Court Division of the State of Texas (or, if that court does not have subject matter jurisdiction, another court located in the State of Texas with subject matter jurisdiction), subject to the exceptions provided by law for claims within the exclusive jurisdiction of the federal courts.\n\nAgreement of Limited Partnership of the Partnership Following the Redomiciliation\n\nThe Texas Partnership’s certificate of formation and the Texas Partnership Agreement, as currently in effect, are similar in substance to the Delaware Partnership’s certificate of limited partnership and the Delaware Partnership Agreement, which were in effect prior to the redomiciliation, except as necessary to accommodate differences between the laws of the two states.\n\nThe foregoing description of provisions of the Partnership’s Plan of Conversion, certificate of formation and the Texas Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Conversion, certificate of formation and the Texas Partnership Agreement, copies of which are filed as Exhibits 2.1, 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference."}