AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN USA COMPRESSION PARTNERS, LLC AND DENNIS J. MOODY

WITNESSETH

WHEREAS, the Company and the Employee previously entered into the Employment Agreement; and

WHEREAS, the Company and the Employee desire to amend the terms of the Employment Agreement as set forth herein in order to modify the title and responsibilities of the Employee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employee and the Company hereby agree as of the Amendment Date to the following:

1.               Employee.  Section 1 of the Employment Agreement is amended and restated as follows:

“During the Employment Period (as defined in Section 4 below), the Company shall employ Employee, and Employee shall serve, as Vice President — Operations Services of the Company.”

2.               Duties and Responsibilities of Employee.  The second sentence of Section 2(a) of the Employment Agreement is amended and restated as follows:

“Employee’s duties will include those normally incidental to the positions of Vice President - Operations Services, as well as whatever additional duties may be assigned to Employee by the Chief Operating Officer, the Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of the Company Group in addition to the Company.”

3.               No Other Amendment.  Except as expressly set forth in this Amendment, the Employment Agreement, shall remain unchanged and shall continue in full force and effect according to its terms.

4.               Acknowledgement.  The Employee acknowledges and agrees that he has carefully read this Amendment in its entirety, fully understands and agrees to its terms and provisions and intends and agrees that it be final and legally binding on the Employee and the Company.