Exhibit 10.2




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TABLE OF CONTENTSARTICLE IDEFINITIONS1.1 Definitions
    
    
    1ARTICLE IISERVICES2.1 Services and Personnel Provided to the Partnership Group
    
    
    62.2 Subcontract Services Provided between the Partnership Entities and TETRA Entities
    
    
    8ARTICLE IIIEQUIPMENT TRANSFERS3.1 Equipment Transfers between the Partnership Entities and TETRA Entities
    
    
    8ARTICLE IVINDEMNIFICATION4.1 Environmental Indemnification
    
    
    94.2 Additional Indemnification
    
    
    104.3 Limitations Regarding Indemnification
    
    
    114.4 Indemnification Procedures
    
    
    11ARTICLE VMISCELLANEOUS5.1 Choice of Law; Submission to Jurisdiction
    
    
    125.2 Notice
    
    
    125.3 Entire Agreement
    
    
    135.4 Termination
    
    
    135.5 Effect of Waiver or Consent
    
    
    135.6 Amendment or Modification
    
    
    135.7 Assignment; Third Party Beneficiaries
    
    
    135.8 Counterparts
    
    
    135.9 Severability
    
    
    145.10 Gender, Parts, Articles and Sections
    
    
    145.11 Further Assurances
    
    
    145.12 Withholding or Granting of Consent
    
    
    145.13 Laws and Regulations
    
    
    145.14 Negation of Rights of Limited Partners, Assignees and Third Parties
    
    
    145.15 No Recourse Against Officers or Directors
    
    
    14SCHEDULES AND EXHIBITSSchedule 1.1  Fixed Margin Amount PercentageSchedule 2.1(c)  SG&A Services
 i




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OMNIBUS AGREEMENT
 TETRA General Partner Partnership Party Parties
 RECITALS:
      ARTICLE I
DEFINITIONS
 Definitions
   Affiliate




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Agreement
 Books and Records 
 Business Day
 Change of Control Applicable Person
 Closing Date
 Common Unit
 Compressco
 Compressor Unit ®
 Conflicts Committee
 2




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Contribution Agreement
 Covered Environmental Losses
 Environmental Laws
 Exchange Act
 Fabricated Cost
 Fixed Margin Amount Schedule 1.1 Fixed
Margin Amount Percentage
 Fabricated Margin Amount Percentage
 GAAP
 General Partner
 General Partner Services
 3




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Hazardous Substance
 Indemnified Party
 Indemnifying Party
 Intellectual Property
 Jointly-Owned Intellectual Property
 Losses
 Mexico Services
 Mexico-based TETRA Entities
 MLP Sub
 Net Book Value
 OPCO
 4




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Partnership
 Partnership Agreement
 Partnership Assets
 Partnership Entities
 Partnership Entity Intellectual Property
 Partnership Group MLP Sub OPCO
 Party Parties
 Person
 PES Equipment
 Services
 SG&A Services
 Subsidiary
 TETRA
 5




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TETRA Entities TETRA Entity
 Transfer
 Voluntary Cleanup Program
 Voting Securities
 ARTICLE II
SERVICES
 Services and Personnel Provided to the Partnership Group Mexico-based TETRA Entities
 General Partner Services
 Mexico Services
 6




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Schedule 2.1(c) SG&A Services Services
   Partnership Entity Intellectual Property
 7




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Subcontract Services Provided between the Partnership Entities and TETRA Entities
 ARTICLE III
EQUIPMENT TRANSFERS
 Equipment Transfers between the Partnership Entities and TETRA Entities Transfer
 8




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ARTICLE IV
INDEMNIFICATION
 Environmental Indemnification
    9




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Covered Environmental Losses
   Additional Indemnification Losses
    provided, however
 10




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Limitations Regarding Indemnification
    Indemnification Procedures
    11




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ARTICLE V
MISCELLANEOUS
 Choice of Law; Submission to Jurisdiction
 Notice
  
 12




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Entire Agreement
 Termination
 Effect of Waiver or Consent
 Amendment or Modification
 Assignment; Third Party Beneficiaries
 Counterparts
 13




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Severability
 Gender, Parts, Articles and Sections
 Further Assurances
 Withholding or Granting of Consent
 Laws and Regulations
 Negation of Rights of Limited Partners, Assignees and Third Parties
 No Recourse Against Officers or Directors
 Signature pages follow
 14




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TETRA TECHNOLOGIES, INC.By:
    
    /s/ Stuart M. BrightmanName:
    
    Stuart M. BrightmanTitle:
    
    President and Chief Executive
OfficerCOMPRESSCO PARTNERS GP INC.By:
    
    /s/ Ronald J. FosterName:
    
    Ronald J. FosterTitle:
    
    PresidentCOMPRESSCO PARTNERS, L.P.By:
    
    Compressco Partners GP Inc., its general partnerBy:
    
    /s/ Ronald J. FosterName:
    
    Ronald J. FosterTitle:
    
    President
 Omnibus Agreement




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SCHEDULE 1.1
 Fixed-Margin Amount Percentage




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SCHEDULE 2.1(c)
 SG&A Services
  (a)
    
    secretarial and general office services;(b)
    
    employee benefits administration services (including, without limitation,
equity plan administration services);(c)
    
    investor relations services;(d)
    
    human resources and payroll processing services;(e)
    
    financial services;(f)
    
    information and technology services;(g)
    
    audit services;(h)
    
    legal services;(i)
    
    engineering and technical services;(j)
    
    insurance and risk management services;(k)
    
    global supply chain and procurement services;(l)
    
    accounting services;(m)
    
    tax services;(n)
    
    health, safety and environmental (HSE) services;(o)
    
    facilities management services;(p)
    
    international business development; and(q)
    
    general sales/marketing services.