Exhibit 3.1
 FIRST AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 COMPRESSCO PARTNERS, L.P.




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONSSection 1.1 Definitions
    
    
    1Section 1.2 Construction
    
    
    24ARTICLE IIORGANIZATIONSection 2.1 Formation
    
    
    24Section 2.2 Name
    
    
    25Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    25Section 2.4 Purpose and Business
    
    
    25Section 2.5 Powers
    
    
    25Section 2.6 Term
    
    
    26Section 2.7 Title to Partnership Assets
    
    
    26ARTICLE IIIRIGHTS OF LIMITED PARTNERSSection 3.1 Limitation of Liability
    
    
    26Section 3.2 Management of Business
    
    
    26Section 3.3 Outside Activities of the Limited Partners
    
    
    27Section 3.4 Rights of Limited Partners
    
    
    27ARTICLE IVCERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTSSection 4.1 Certificates
    
    
    28Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    28Section 4.3 Record Holders
    
    
    29Section 4.4 Transfer Generally
    
    
    29Section 4.5 Registration and Transfer of Limited Partner Interests
    
    
    30Section 4.6 Transfer of the General Partners General Partner Interest
    
    
    31Section 4.7 Restrictions on Transfers
    
    
    32
 i




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ARTICLE VCAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTSSection 5.1 Organizational Contributions
    
    
    33Section 5.2 Contributions by the General Partner and its Affiliates
    
    
    33Section 5.3 Contributions by Initial Limited Partners
    
    
    34Section 5.4 Interest and Withdrawal
    
    
    34Section 5.5 Capital Accounts
    
    
    34Section 5.6 Issuances of Additional Partnership Interests
    
    
    37Section 5.7 Conversion of Subordinated Units
    
    
    38Section 5.8 Limited Preemptive Right
    
    
    38Section 5.9 Splits and Combinations
    
    
    39Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests
    
    
    39Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights
    
    
    39ARTICLE VIALLOCATIONS AND DISTRIBUTIONSSection 6.1 Allocations for Capital Account Purposes
    
    
    41Section 6.2 Allocations for Tax Purposes
    
    
    51Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders
    
    
    52Section 6.4 Distributions of Available Cash from Operating Surplus
    
    
    53Section 6.5 Distributions of Available Cash from Capital Surplus
    
    
    55Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
    
    
    55Section 6.7 Special Provisions Relating to the Holders of Subordinated Units
    
    
    56Section 6.8 Special Provisions Relating to the Holders of Incentive Distribution Rights
    
    
    56Section 6.9 Entity-Level Taxation
    
    
    56ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESSSection 7.1 Management
    
    
    57Section 7.2 Certificate of Limited Partnership
    
    
    59Section 7.3 Restrictions on the General Partners Authority
    
    
    60Section 7.4 Reimbursement of the General Partner
    
    
    60Section 7.5 Outside Activities
    
    
    61Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group Members
    
    
    62Section 7.7 Indemnification
    
    
    63Section 7.8 Liability of Indemnitees
    
    
    65
 ii




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Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
    
    
    65Section 7.10 Other Matters Concerning the General Partner
    
    
    67Section 7.11 Purchase or Sale of Partnership Interests
    
    
    68Section 7.12 Registration Rights of the General Partner and its Affiliates
    
    
    68Section 7.13 Reliance by Third Parties
    
    
    70ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTSSection 8.1 Records and Accounting
    
    
    71Section 8.2 Fiscal Year
    
    
    71Section 8.3 Reports
    
    
    71ARTICLE IXTAX MATTERSSection 9.1 Tax Returns and Information
    
    
    72Section 9.2 Tax Elections
    
    
    72Section 9.3 Tax Controversies
    
    
    72Section 9.4 Withholding; Tax Payments
    
    
    73ARTICLE XADMISSION OF PARTNERSSection 10.1 Admission of Limited Partners
    
    
    73Section 10.2 Admission of Substituted Limited Partners
    
    
    74Section 10.3 Admission of Successor General Partner
    
    
    75Section 10.4 Amendment of Agreement and Certificate of Limited Partnership
    
    
    75ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERSSection 11.1 Withdrawal of the General Partner
    
    
    75Section 11.2 Removal of the General Partner
    
    
    77Section 11.3 Interest of Departing General Partner and Successor General Partner
    
    
    77Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages
    
    
    79Section 11.5 Withdrawal of Limited Partners
    
    
    79
 iii




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ARTICLE XIIDISSOLUTION AND LIQUIDATIONSection 12.1 Dissolution
    
    
    79Section 12.2 Continuation of the Business of the Partnership After Dissolution
    
    
    80Section 12.3 Liquidator
    
    
    80Section 12.4 Liquidation
    
    
    81Section 12.5 Cancellation of Certificate of Limited Partnership
    
    
    82Section 12.6 Return of Contributions
    
    
    82Section 12.7 Waiver of Partition
    
    
    82Section 12.8 Capital Account Restoration
    
    
    82ARTICLE XIIIAMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATESection 13.1 Amendments to be Adopted Solely by the General Partner
    
    
    82Section 13.2 Amendment Procedures
    
    
    84Section 13.3 Amendment Requirements
    
    
    84Section 13.4 Special Meetings
    
    
    85Section 13.5 Notice of a Meeting
    
    
    85Section 13.6 Record Date
    
    
    86Section 13.7 Adjournment
    
    
    86Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes
    
    
    86Section 13.9 Quorum and Voting
    
    
    86Section 13.10 Conduct of a Meeting
    
    
    87Section 13.11 Action Without a Meeting
    
    
    87Section 13.12 Right to Vote and Related Matters
    
    
    88Section 13.13 Voting of Incentive Distribution Rights
    
    
    88ARTICLE XIVMERGER, CONSOLIDATION OR CONVERSIONSection 14.1 Authority
    
    
    89Section 14.2 Procedure for Merger, Consolidation or Conversion
    
    
    89Section 14.3 Approval by Limited Partners
    
    
    91Section 14.4 Certificate of Merger
    
    
    92Section 14.5 Effect of Merger, Consolidation or Conversion
    
    
    92ARTICLE XVRIGHT TO ACQUIRE LIMITED PARTNER INTERESTSSection 15.1 Right to Acquire Limited Partner Interests
    
    
    93
 iv




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ARTICLE XVIGENERAL PROVISIONSSection 16.1 Addresses and Notices; Written Communications
    
    
    95Section 16.2 Further Action
    
    
    96Section 16.3 Binding Effect
    
    
    96Section 16.4 Integration
    
    
    96Section 16.5 Creditors
    
    
    96Section 16.6 Waiver
    
    
    96Section 16.7 Third-Party Beneficiaries
    
    
    96Section 16.8 Counterparts
    
    
    96Section 16.9 Applicable Law; Forum, Venue and Jurisdiction
    
    
    96Section 16.10 Invalidity of Provisions
    
    
    97Section 16.11 Consent of Partners
    
    
    97Section 16.12 Facsimile Signatures
    
    
    97Exhibit A Certificate Evidencing Common Units Representing Limited Partner Interests in Compressco Partners, L.P.
 v




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FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF COMPRESSCO PARTNERS, L.P.
 Partnership
 Original Partnership Agreement
   ARTICLE I
 DEFINITIONS
 Definitions
 Acquisition
 Additional Book Basis
  1




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provided
 Additional Book Basis Derivative Items Excess Additional Book Basis
 Adjusted Capital Account
 Adjusted Operating Surplus
 2




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Adjusted Property
 Affiliate
 Aggregate Quantity of IDR Reset Common Units
 Aggregate Remaining Net Positive Adjustments
 Agreed Allocation
 Agreed Value
 Agreement
 Assignee
 Associate
 3




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Available Cash
   provided however provided further
  Board of Directors
 4




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Book Basis Derivative Items
 Book-Down Event
 Book-Tax Disparity
 Book-Up Event
 Business Day
 Capital Account
 Capital Contribution
 Capital Improvement
 5




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Capital Surplus
 Carrying Value provided
 Cause
 Certificate
 Certificate of Limited Partnership
 claim
 Closing
 Closing Date
 Closing Price
 6




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Code
 Combined Interest
 Commences Commercial Service
 Commission
 Common Unit
 Common Unit Arrearage
 Conflicts Committee
 Contributed Property
 Contribution Agreement
 7




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Cumulative Common Unit Arrearage
 Curative Allocation
 Current Market Price
 Deferred Issuance and Distribution
 Delaware Act
 Departing General Partner
 8




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Depositary
 Disposed of Adjusted Property
 Economic Risk of Loss
 Estimated Incremental Quarterly Tax Amount
 Estimated Maintenance Capital Expenditures
 Event of Withdrawal
 Excess Distribution
 Excess Distribution Unit
 Expansion Capital Expenditures
 Final Subordinated Units
 9




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First Liquidation Target Amount
 First Target Distribution
 Fully Diluted Weighted Average Basis provided however provided further
 General Partner
 General Partner Interest
 GP Contribution
 10




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Gross Liability Value
 Group
 Group Member
 Group Member Agreement
 Holder
 IDR Reset Common Unit
 IDR Reset Election
 Incentive Distribution Right
 Incentive Distributions
 Incremental Income Taxes
 Indemnified Persons
 Indemnitee
 11




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provided
 Initial Common Units
 Initial Limited Partners
 Initial Offering
 Initial Unit Price
 Interim Capital Transactions
 Investment Capital Expenditures
 Liability
 12




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Limited Partner provided however
 Limited Partner Interest provided however
 Liquidation Date
 Liquidator
 LTIP
 Maintenance Capital Expenditures
 13




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Merger Agreement
 Minimum Quarterly Distribution
 National Securities Exchange
 Net Agreed Value
 Net Income provided
 Net Loss
 14




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provided
 Net Positive Adjustments
 Net Termination Gain provided however
 Net Termination Loss provided however
 Nonrecourse Built-in Gain
 Nonrecourse Deductions
 Nonrecourse Liability
 Notice of Election to Purchase
 Notional General Partner Units
 15




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Omnibus Agreement
 Operating Expenditures
    Operating Surplus
  16




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provided however
 Operating Surplus
 Opinion of Counsel
 Option Closing Date
 Original Partnership Agreement
 Organizational Limited Partner
 Outstanding provided however
 17




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provided further provided provided
 Over-Allotment Option
 Partner Nonrecourse Debt
 Partner Nonrecourse Debt Minimum Gain
 Partner Nonrecourse Deductions
 Partners
 Partnership
 Partnership Group
 Partnership Interest
 Partnership Minimum Gain
 Percentage Interest
 18




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Person
 Per Unit Capital Amount
 Plan of Conversion
 Pro Rata
 Purchase Date
 Quarter
 Recapture Income
 Record Date
 Record Holder
 19




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Registration Statement
 Remaining Net Positive Adjustments
 Required Allocations
 Reset MQD
 Reset Notice
 Second Liquidation Target Amount
 Second Target Distribution
 Securities Act
 Securities Exchange Act
 Share of Additional Book Basis Derivative Items
 20




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Special Approval
 Subordinated Unit
 Subordination Period
   21




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Subsidiary
 Substituted Limited Partner
 Surviving Business Entity
 Target Distribution
 Third Target Distribution
 22




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TII
 TII Contribution
 Trading Day
 transfer
 Transfer Agent provided
 Transfer Application
 Underwriter
 Underwriting Agreement
 Unit
 Unitholders
 Unit Majority
 Unpaid MQD
 Unrealized Gain
 23




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Unrealized Loss
 Unrecovered Initial Unit Price
 Unrestricted Person
 U.S. GAAP
 Withdrawal Opinion of Counsel
 Working Capital Borrowings provided
 Construction
 ARTICLE II
 ORGANIZATION
 Formation
 24




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Name
 Registered Office; Registered Agent; Principal Office; Other Offices
 Purpose and Business provided however
 Powers
 25




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Term
 Title to Partnership Assets provided however provided further
 ARTICLE III
 RIGHTS OF LIMITED PARTNERS
 Limitation of Liability
 Management of Business
 26




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Outside Activities of the Limited Partners
 Rights of Limited Partners
         27




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ARTICLE IV
 CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
 Certificates provided however
 Mutilated, Destroyed, Lost or Stolen Certificates
      28




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Record Holders
 Transfer Generally
   29




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Registration and Transfer of Limited Partner Interests
  provided
   30




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Transfer of the General Partners General Partner Interest
    31




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Restrictions on Transfers
  provided however
     32




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ARTICLE V
 CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
 Organizational Contributions
 Contributions by the General Partner and its Affiliates
   33




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Contributions by Initial Limited Partners
    Interest and Withdrawal
 Capital Accounts
  34




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provided
      35




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provided however
 36




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Issuances of Additional Partnership Interests
   37




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Conversion of Subordinated Units
    Limited Preemptive Right
 38




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Splits and Combinations
     Fully Paid and Non-Assessable Nature of Limited Partner Interests
 Issuance of Common Units in Connection with Reset of Incentive Distribution
Rights
  39




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IDR Reset Election IDR Reset Common
Units Reset MQD Aggregate Quantity of IDR Reset Common
Units
 Reset Notice
 provided however
  40




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ARTICLE VI
 ALLOCATIONS AND DISTRIBUTIONS
 Allocations for Capital Account Purposes
 Net Income
 41




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Net Loss
 First provided
  Net Termination Gains and Losses provided however
  First
 42




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Second Unpaid MQD
 Third
 Fourth First Liquidation Target Amount
 Fifth Second Liquidation Target Amount
 43




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Sixth
 Finally
  First
 Second
 Third provided
 Fourth
  provided
 44




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Special Allocations
 Partnership Minimum Gain Chargeback
 Chargeback of Partner Nonrecourse Debt Minimum Gain
 45




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Priority Allocations
 Excess
Distribution Excess Distribution Unit
  Qualified Income Offset provided
 46




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Gross Income Allocation provided
 Nonrecourse Deductions
 Partner Nonrecourse Deductions
 Nonrecourse Liabilities
 Code Section 754 Adjustments
 47




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Economic Uniformity; Changes in Law
 Final Subordinated Units
   48




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Curative Allocation
   Corrective and Other Allocations
  49




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Disposed of Adjusted Property
   50




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Special Curative Allocation in Event of Liquidation Prior to End of
Subordination Period
 Allocations for Tax Purposes
  provided
  51




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provided however
 provided however provided further
  Requirement and Characterization of Distributions; Distributions to Record Holders
  52




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Capital Surplus
   Distributions of Available Cash from Operating Surplus
 During Subordination Period
 First
 Second
 Third
 Fourth
 53




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Fifth
 Sixth
 Thereafter
 provided however
 After Subordination Period
 First
 Second
 Third
 Fourth
 54




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Thereafter
 provided however
 Distributions of Available Cash from Capital Surplus
 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
   55




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Special Provisions Relating to the Holders of Subordinated Units
 provided however provided however
  provided however
 Special Provisions Relating to the Holders of Incentive Distribution Rights
 Entity-Level Taxation
 56




---



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Incremental Income Taxes Estimated Incremental Quarterly Tax
Amount provided
 ARTICLE VII
 MANAGEMENT AND OPERATION OF BUSINESS
 Management
   57




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##### 



58




---



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Certificate of Limited Partnership
 59




---



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Restrictions on the General Partners Authority provided however
 Reimbursement of the General Partner
    60




---



##### 



Outside Activities
    61




---



##### 



Loans from the General Partner; Loans or Contributions from the Partnership or Group Members
 provided however
 62




---



##### 



Indemnification
 provided provided further
  63




---



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64




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Liability of Indemnitees
     Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
  65




---



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66




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Other Matters Concerning the General Partner
   67




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Purchase or Sale of Partnership Interests provided
 Registration Rights of the General Partner and its Affiliates
 Holder provided however provided
further however provided however
 68




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##### 



provided
 Indemnified Persons provided however
 69




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##### 



provided however
 provided
  Reliance by Third Parties
  70




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ARTICLE VIII
 BOOKS, RECORDS, ACCOUNTING AND REPORTS
 Records and Accounting provided
 Fiscal Year
 Reports
   71




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ARTICLE IX
 TAX MATTERS
 Tax Returns and Information
 Tax Elections
   Tax Controversies
 72




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Withholding; Tax Payments
   ARTICLE X
 ADMISSION OF PARTNERS
 Admission of Limited Partners
   73




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Admission of Substituted Limited Partners
 74




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Admission of Successor General Partner provided however
 Amendment of Agreement and Certificate of Limited Partnership
 ARTICLE XI
 WITHDRAWAL OR REMOVAL OF PARTNERS
 Withdrawal of the General Partner
 Event of
Withdrawal
     75




---



##### 



provided Withdrawal Opinion of Counsel
 76




---



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Removal of the General Partner
 Interest of Departing General Partner and Successor General Partner
 Combined Interest
 77




---



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78




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Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of
Cumulative Common Unit Arrearages
 provided
  provided however
 Withdrawal of Limited Partners provided however
 ARTICLE XII
 DISSOLUTION AND LIQUIDATION
 Dissolution
 79




---



##### 



Continuation of the Business of the Partnership After Dissolution
   provided
 Liquidator
 80




---



##### 



Liquidation
    81




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Cancellation of Certificate of Limited Partnership
 Return of Contributions
 Waiver of Partition
 Capital Account Restoration
 ARTICLE XIII
 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
 Amendments to be Adopted Solely by the General Partner
    82




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83




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Amendment Procedures
 Amendment Requirements
   84




---



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Special Meetings
 Notice of a Meeting
 85




---



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Record Date
 Adjournment
 Waiver of Notice; Approval of Meeting; Approval of Minutes
 Quorum and Voting
 86




---



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Conduct of a Meeting
 Action Without a Meeting
 87




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Right to Vote and Related Matters Outstanding
  Voting of Incentive Distribution Rights.
    88




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provided
 ARTICLE XIV
 MERGER, CONSOLIDATION OR CONVERSION
 Authority Merger Agreement Plan of Conversion
 Procedure for Merger, Consolidation or Conversion
 provided however
   Surviving Business Entity
   89




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provided
         90




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provided
  Approval by Limited Partners
     91




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Certificate of Merger
 Effect of Merger, Consolidation or Conversion
     92




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ARTICLE XV
 RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
 Right to Acquire Limited Partner Interests
  93




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Notice of Election to Purchase
  94




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ARTICLE XVI
 GENERAL PROVISIONS
 Addresses and Notices; Written Communications
   95




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##### 



Further Action
 Binding Effect
 Integration
 Creditors
 Waiver
 Third-Party Beneficiaries
 Counterparts
 Applicable Law; Forum, Venue and Jurisdiction
    96




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provided
 Invalidity of Provisions
 Consent of Partners
 Facsimile Signatures
 [ ]
 97




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GENERAL PARTNER:
COMPRESSCO PARTNERS GP INC.By:

/s/
Ronald J. FosterName:
    Ronald J. FosterTitle:
    President Signature Page
Compressco Partners, L.P.
First Amended and Restated Agreement of Limited Partnership




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EXHIBIT A
to the First Amended and Restated
Agreement of Limited Partnership of
 Compressco
Partners, L.P.
 Certificate Evidencing Common Units
Representing Limited Partner Interests in
Compressco Partners, L.P.
 No. __________                     __________ Common Units
 Partnership Agreement Partnership Holder Common Units
  A-1




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Dated:
    
    Compressco Partners, L.P.Countersigned and Registered by:
    
    By: Compressco Partners GP Inc. Computershare Trust Company, N.A.,
    By:As Transfer Agent and Registrar
    
    Name:Title:By:Name:Title:
 A-2




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[ ]
 ABBREVIATIONS
  TEN COM  as tenants in common
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT  as tenants by the entireties
    
    __________ Custodian _________JT TEN  as joint tenants with right of
survivorship and not as tenants in common
    
    (Cust)                     (Minor) 
Under Uniform Gifts/Transfers to CD Minors
Act (State)
  ASSIGNMENT OF COMMON UNITS OF  COMPRESSCO PARTNERS, L.P.
  (Please print or typewrite name and address
of assignee)
    
    (Please insert Social
Security or other
identifying number of
assignee)
  Date: ____________________________________
    
    NOTE: The signature to any
endorsement hereon must
correspond with the name as
written upon the face of
this Certificate in every
particular, without
alteration, enlargement or
change.THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15
    
    (Signature)
(Signature)
   A-3




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APPLICATION FOR TRANSFER OF COMMON UNITS
  Assignee
 Partnership Agreement
  Social Security or other identifying number
    
    Signature of AssigneePurchase Price including commissions, if any
    
    Name and Address of Assignee
 A-4




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Type of Entity (check one):
 o Individual
    
    o Partnership
    
    o Corporation
 o Trust
    
    o Other (specify)
 Nationality (check one):
 o U.S. Citizen, Resident or Domestic Entity
    
    o Non-resident Alieno Foreign Corporation
  Code
 Complete Either A or B:
 A. Individual Interestholder
    B. Partnership, Corporation or Other Interestholder
      A-5




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A-6