Common use of Capital Contributions and Issuance of Partnership Interests Clause in Contracts

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 32 Section 5.2 Contributions by the General Partner 40 and its Affiliates 32 Section 5.3 Contributions by Initial Limited Partners 40 33 Section 5.4 Interest and Withdrawal 40 33 Section 5.5 Capital Accounts 41 34 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 37 Section 5.7 Conversion of Subordinated Units 45 38 Section 5.8 Limited Preemptive Right 45 38 Section 5.9 Splits and Combinations 45 39 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 39 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4640

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions; Contributions by the General Partner and its Affiliates 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 41 Section 5.4 5.3 Interest and Withdrawal 40 41 Section 5.5 5.4 Capital Accounts 41 Section 5.6 5.5 Issuances of Additional Partnership Interests and Derivative Instruments 44 45 Section 5.7 5.6 Conversion of Subordinated Units 45 46 Section 5.8 5.7 Limited Preemptive Right 45 47 Section 5.9 5.8 Splits and Combinations 45 47 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 48 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4648 Section 5.11 Establishment of Series A Preferred Units 50 Section 5.12 Deemed Capital Contributions 63

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 38 Section 5.2 Contributions by the General Partner 40 and its Affiliates 39 Section 5.3 Contributions by Initial Limited Partners 40 39 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 40 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 43 Section 5.7 Conversion of Subordinated Units 45 44 Section 5.8 Limited Preemptive Right 45 44 Section 5.9 Splits and Combinations 45 44 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 45 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4645

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 36 Section 5.2 Contributions by the General Partner 40 and its Affiliates 37 Section 5.3 Contributions by Initial Limited Partners 40 37 Section 5.4 Interest and Withdrawal 40 38 Section 5.5 Capital Accounts 41 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 41 Section 5.7 Conversion of Subordinated Units 45 42 Section 5.8 Limited Preemptive Right 45 43 Section 5.9 Splits and Combinations 45 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 44 Section 5.11 Issuance of Common Class B Units in Connection with Reset Conversion of Management Incentive Distribution Rights 46Fee 44

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 42 Section 5.2 Contributions by the General Partner 40 and its Affiliates 42 Section 5.3 Contributions by Initial Limited Partners 40 43 Section 5.4 Interest and Withdrawal 40 43 Section 5.5 Capital Accounts 41 44 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 47 Section 5.7 Conversion of Subordinated Units 45 48 Section 5.8 Limited Preemptive Right 45 48 Section 5.9 Splits and Combinations 45 48 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 49 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4650

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 39 Section 5.2 Contributions by the General Partner and its Affiliates 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 41 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 and the Initial Limited Partners 25 Section 5.2 Common Unit Split and Conversion of Subordinated Units 25 Section 5.3 Contributions by Initial Limited Partners 40 26 Section 5.4 Interest and Withdrawal 40 26 Section 5.5 Capital Accounts 41 26 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 28 Section 5.7 Conversion of Subordinated Units 45 29 Section 5.8 Limited Preemptive Right 45 29 Section 5.9 Splits and Combinations 45 30 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 30 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4630

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 34 Section 5.2 Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 Recapitalization by the Partnership 35 Section 5.4 Contributions by Initial Limited Partners 40 35 Section 5.4 5.5 Interest and Withdrawal 40 35 Section 5.5 5.6 Capital Accounts 41 35 Section 5.6 5.7 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 5.8 Conversion of Subordinated Units 45 40 Section 5.8 5.9 Limited Preemptive Right 45 40 Section 5.9 5.10 Splits and Combinations 45 40 Section 5.10 5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 5.12 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4641

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 5.2 Contributions by Initial Limited Partners 40 35 Section 5.4 5.3 Interest and Withdrawal 40 36 Section 5.4 Capital Accounts 36 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 5.6 Conversion of Subordinated Units 45 40 Section 5.8 5.7 Limited Preemptive Right 45 40 Section 5.9 5.8 Splits and Combinations 45 41 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4641

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 37 Section 5.2 Contributions by the General Partner 40 and its Affiliates 37 Section 5.3 Contributions by Initial Limited Partners 40 Offering. 37 Section 5.4 Interest and Withdrawal 40 38 Section 5.5 Capital Accounts 41 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 42 Section 5.7 Conversion of Subordinated Units 45 42 Section 5.8 Limited Preemptive Right 45 43 Section 5.9 Splits and Combinations 45 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 43 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 44 Section 5.12 Establishment of Class B Units 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 37 Section 5.2 Contributions by the General Partner 40 and its Affiliates 37 Section 5.3 Contributions by Initial Limited Partners 40 Offering 38 Section 5.4 Interest and Withdrawal 40 38 Section 5.5 Capital Accounts 41 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 42 Section 5.7 Conversion of Subordinated Units 45 42 Section 5.8 Limited Preemptive Right 45 43 Section 5.9 Splits and Combinations 45 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 44 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 44 Section 5.12 Establishment of TexNew Mex Units. 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 and its Affiliates 41 Section 5.3 Contributions by Initial Limited Partners 40 41 Section 5.4 Interest and Withdrawal 40 42 Section 5.5 Capital Accounts 41 42 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 45 Section 5.7 Conversion of Subordinated Units 45 46 Section 5.8 Limited Preemptive Right 45 46 Section 5.9 Splits and Combinations 45 47 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 47 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4647

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 35 Section 5.2 Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 Contributions by Initial Limited Partners 40 Offering 36 Section 5.4 Interest and Withdrawal 40 36 Section 5.5 Capital Accounts 41 36 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 Conversion of Subordinated Units 45 40 Section 5.8 Limited Preemptive Right 45 41 Section 5.9 Splits and Combinations 45 41 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 42 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4642

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 39 Section 5.2 Contributions by the General Partner 40 39 Section 5.3 Contributions by Initial Limited Partners 40 39 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 40 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments Securities 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 35 Section 5.2 Contributions by Affiliates of the General Partner 40 36 Section 5.3 Contributions by Initial Limited Partners 40 36 Section 5.4 Interest and Withdrawal 40 36 Section 5.5 Capital Accounts 41 36 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 40 Section 5.7 Conversion of Subordinated Units 45 41 Section 5.8 Limited Preemptive Right 45 41 Section 5.9 Splits and Combinations 45 41 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 42 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4642

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 34 Section 5.2 Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 Contributions by Initial Limited Partners 40 35 Section 5.4 Interest and Withdrawal 40 35 Section 5.5 Capital Accounts 41 36 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 Conversion of Subordinated Units 45 40 Section 5.8 Limited Preemptive Right 45 40 Section 5.9 Splits and Combinations 45 40 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4641

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 37 Section 5.2 Contributions by the General Partner 40 and its Affiliates 38 Section 5.3 Contributions by Initial Limited Partners 40 Offering 38 Section 5.4 Interest and Withdrawal 40 38 Section 5.5 Capital Accounts 41 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 42 Section 5.7 Conversion of Subordinated Units 45 43 Section 5.8 Limited Preemptive Right 45 43 Section 5.9 Splits and Combinations 45 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 44 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 44 Section 5.12 Establishment of TexNew Mex Units 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 32 Section 5.2 Contributions by the General Partner 40 and its Affiliates 33 Section 5.3 Contributions by Initial Limited Partners 40 33 Section 5.4 Interest and Withdrawal 40 33 Section 5.5 Capital Accounts 41 33 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 36 Section 5.7 Conversion of Subordinated Units 45 37 Section 5.8 Limited Preemptive Right 45 37 Section 5.9 Splits and Combinations 45 38 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 38 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4638

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 41 Section 5.4 5.3 Interest and Withdrawal 40 41 Section 5.5 5.4 Capital Accounts 41 Section 5.6 5.5 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 5.6 Conversion of Subordinated Units 45 Section 5.8 5.7 Limited Preemptive Right 45 Section 5.9 5.8 Splits and Combinations 45 46 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 5.2 Contributions by Initial Limited Partners 40 36 Section 5.4 5.3 Interest and Withdrawal 40 36 Section 5.4 Capital Accounts 36 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 40 Section 5.7 5.6 Conversion of Subordinated Units 45 41 Section 5.8 5.7 Limited Preemptive Right 45 41 Section 5.9 5.8 Splits and Combinations 45 41 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 42 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4642

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 35 Section 5.2 Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 Contributions by Initial Limited Partners 40 36 Section 5.4 Interest and Withdrawal 40 36 Section 5.5 Capital Accounts 41 36 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 Conversion of Subordinated Units 45 40 Section 5.8 Limited Preemptive Right 45 41 Section 5.9 Splits and Combinations 45 41 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 42 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4642

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 General Partner and Limited Partner Interests 34 Section 5.2 Contributions by the General Partner 40 and USA Compression Holdings 34 Section 5.3 Contributions by Initial Limited Partners 40 35 Section 5.4 Interest and Withdrawal 40 35 Section 5.5 Capital Accounts 41 36 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 Conversion of Subordinated Units 45 40 Section 5.8 Limited Preemptive Right 45 40 Section 5.9 Splits and Combinations 45 40 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4641

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 41 Section 5.3 5.2 Contributions by Initial Limited Partners 40 41 Section 5.4 5.3 Interest and Withdrawal 40 41 Section 5.4 Capital Accounts 42 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 46 Section 5.7 5.6 Conversion of Subordinated Units 45 47 Section 5.8 5.7 Limited Preemptive Right 45 47 Section 5.9 5.8 Splits and Combinations 45 47 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 48 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4648 Section 5.11 Establishment of Series A Preferred Units 50 Section 5.12 Deemed Capital Contributions 63

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 36 Section 5.3 5.2 Contributions by Initial Limited Partners 40 36 Section 5.4 5.3 Interest and Withdrawal 40 37 Section 5.4 Capital Accounts 37 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 41 Section 5.7 5.6 Conversion of Subordinated Units 45 41 Section 5.8 5.7 Limited Preemptive Right 45 42 Section 5.9 5.8 Splits and Combinations 45 42 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 43 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4643 Section 5.11 Deemed Capital Contributions 44

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 33 Section 5.2 Contributions by the General Partner 40 and its Affiliates 34 Section 5.3 Contributions by Initial Limited Partners 40 34 Section 5.4 Interest and Withdrawal 40 35 Section 5.5 Capital Accounts 41 35 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Securities 38 Section 5.7 Conversion of Subordinated Units 45 39 Section 5.8 Limited Preemptive Right 45 40 Section 5.9 Splits and Combinations 45 41 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 Issuance of Common Class B Units in Connection with Reset of Incentive Distribution Rights 4642

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Reserved 36 Section 5.2 Contributions by the General Partner 40 and its Affiliates 36 Section 5.3 Contributions by Initial Limited Partners 40 36 Section 5.4 Interest and Withdrawal 40 36 Section 5.5 Capital Accounts 41 37 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 Conversion of Subordinated Units 45 Reserved 40 Section 5.8 Limited Preemptive Right 45 40 Section 5.9 Splits and Combinations 45 41 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 Issuance of Common Units in Connection with Reset Waiver of Incentive Distribution Rights 4641 Section 5.12 Establishment of Convertible Class B Units 42 Section 5.13 Transfers of Convertible Class B Units. 45

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 34 Section 5.2 Contributions by the General Partner 40 and its Affiliates 34 Section 5.3 Contributions by Initial Limited Partners 40 34 Section 5.4 Interest and Withdrawal 40 34 Section 5.5 Capital Accounts 41 35 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 38 Section 5.7 Conversion of Subordinated Units 45 39 Section 5.8 Limited Preemptive Right 45 39 Section 5.9 Splits and Combinations 45 39 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 40 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4640

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 34 Section 5.3 5.2 Contributions by Initial Limited Partners 40 34 Section 5.4 5.3 Interest and Withdrawal 40 34 Section 5.4 [Reserved] 34 Section 5.5 Capital Accounts 41 35 Section 5.6 Issuances Issuance of Additional Partnership Interests and Derivative Instruments 44 38 Section 5.7 Conversion of Subordinated Units 45 39 Section 5.8 Limited Preemptive Right 45 39 Section 5.9 Splits and Combinations 45 39 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 40 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4640

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 5.2 Contributions by Initial Limited Partners 40 35 Section 5.4 5.3 Interest and Withdrawal 40 36 Section 5.4 Capital Accounts 36 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 40 Section 5.7 5.6 Conversion of Subordinated Units 45 41 Section 5.8 5.7 Limited Preemptive Right 45 41 Section 5.9 5.8 Splits and Combinations 45 41 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 42 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4642 Section 5.11 Deemed Capital Contributions 44

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions Reserved 40 Section 5.2 Contributions by the General Partner and its Affiliates 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 45 Section 5.7 Conversion of Subordinated Units 45 Reserved 46 Section 5.8 Limited Preemptive Right 45 46 Section 5.9 Splits and Combinations 45 46 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 47 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4647 Section 5.12 Establishment of Series A Preferred Units 49

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 24 Section 5.2 Contributions by the General Partner 40 and its Affiliates 24 Section 5.3 Contributions by Initial Limited Partners 40 25 Section 5.4 Interest and Withdrawal 40 25 Section 5.5 Capital Accounts 41 25 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 27 Section 5.7 Conversion of Subordinated Units 45 28 Section 5.8 Limited Preemptive Right 45 28 Section 5.9 Splits and Combinations 45 28 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 29 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4629 Section 5.12 Deemed Capital Contributions 30

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions; Contributions by the General Partner 40 and its Affiliates 36 Section 5.3 5.2 Contributions by Initial Limited Partners 40 37 Section 5.4 5.3 Interest and Withdrawal 40 37 Section 5.4 Capital Accounts 37 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 41 Section 5.7 5.6 Conversion of Subordinated Units 45 42 Section 5.8 5.7 Limited Preemptive Right 45 42 Section 5.9 5.8 Splits and Combinations 45 42 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 43 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4643 Section 5.11 Deemed Capital Contributions 45

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 34 Section 5.2 Contributions by the General Partner 40 and its Affiliates 35 Section 5.3 Recapitalization by the Partnership 35 Section 5.4 Contributions by Initial Limited Partners 40 35 Section 5.4 5.5 Interest and Withdrawal 40 35 Section 5.5 5.6 Capital Accounts 41 35 Section 5.6 5.7 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 5.8 Conversion of Subordinated Units 45 40 Section 5.8 5.9 Limited Preemptive Right 45 40 Section 5.9 5.10 Splits and Combinations 45 41 Section 5.10 5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 5.12 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4641

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Transactions; Contributions by the General Partner 40 and its Affiliates 34 Section 5.3 5.2 Contributions by Initial Limited Partners 40 35 Section 5.4 5.3 Interest and Withdrawal 40 35 Section 5.4 Capital Accounts 35 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 39 Section 5.7 5.6 Conversion of Subordinated Units 45 40 Section 5.8 5.7 Limited Preemptive Right 45 40 Section 5.9 5.8 Splits and Combinations 45 40 Section 5.10 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 41 Section 5.11 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4641

Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 33 Section 5.2 Contributions by the General Partner 40 and its Affiliates 33 Section 5.3 Contributions by Initial Limited Partners 40 34 Section 5.4 Interest and Withdrawal 40 34 Section 5.5 Capital Accounts 41 34 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 37 Section 5.7 Conversion of Subordinated Units 45 38 Section 5.8 Limited Preemptive Right 45 38 Section 5.9 Splits and Combinations 45 39 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 39 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 4639