exv10w1






Exhibit 10.1





 


CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT



by and among



COMPRESSCO, INC.,



COMPRESSCO FIELD SERVICES, INC.,



COMPRESSCO CANADA, INC.,



COMPRESSCO DE MEXICO, S. DE R.L. DE C.V.,



COMPRESSCO PARTNERS GP INC.,



COMPRESSCO PARTNERS, L.P.,



COMPRESSCO PARTNERS OPERATING, LLC,



COMPRESSCO NETHERLANDS B.V.,



COMPRESSCO HOLDINGS, LLC,



COMPRESSCO NETHERLANDS COÖPERATIEF U.A.,



COMPRESSCO PARTNERS SUB, INC.,



TETRA INTERNATIONAL INCORPORATED,



PRODUCTION ENHANCEMENT MEXICO, S. DE R.L. DE C.V.,



and



TETRA TECHNOLOGIES, INC.



Dated as of June 20, 2011



 



 









 





CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




     This Contribution, Conveyance and Assumption Agreement, dated as of June 20, 2011 (this
“Agreement”), is by and among Compressco, Inc., a Delaware corporation and wholly owned subsidiary
of TETRA (“Compressco”), Compressco Field Services, Inc., an Oklahoma corporation and wholly owned
subsidiary of Compressco (“CFSI”), Compressco Canada, Inc., an Alberta corporation and wholly owned
subsidiary of Compressco (“Cansub”), Compressco de Mexico, S. de R.L. de C.V., a Mexico limited
liability company of variable capital (sociedad de responsibilidad limitada de capital variable)
and subsidiary of Mexico Sub I and Mexico Sub II (“CP Mexico”), Compressco Partners GP Inc., a
Delaware corporation and wholly owned subsidiary of CFSI (the “General Partner”), Compressco
Partners, L.P., a Delaware limited partnership and subsidiary of CFSI and the General Partner (the
“Partnership”), Compressco Partners Operating, LLC, a Delaware limited liability company and wholly
owned subsidiary of CFSI (“OPCO”), Compressco Netherlands B.V., a Netherlands private limited
liability company and wholly owned subsidiary of CFSI (“Compressco Dutch BV”), Compressco Holdings,
LLC, a Delaware limited liability company and wholly owned subsidiary of CFSI (“Compressco
Holdings”), Compressco Netherlands Coöperatief U.A., a Netherlands coöperatief and subsidiary of
CFSI and Compressco Holdings (“Compressco Dutch Co-op”), Compressco Partners Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Partnership (“MLP Sub”), TETRA International
Incorporated, a Delaware corporation and wholly owned subsidiary of TETRA (“TII”), Production
Enhancement Mexico, S. de R.L. de C.V., a Mexico limited liability company of variable capital
(sociedad de responsibilidad limitada de capital variable) (“PE Mexico”) and a subsidiary of TII
and Providence Natural Gas, LLC, and TETRA Technologies Inc., a Delaware corporation (“TETRA”).
The above-defined entities are sometimes referred to in this Agreement singularly as a “Party” and
collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to
such terms in Article I.



RECITALS




     WHEREAS, the General Partner and CFSI have formed the Partnership, pursuant to the Delaware
Revised Uniform Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any
business activity that is approved by the General Partner and that lawfully may be conducted by a
limited partnership organized pursuant to the Delaware LP Act.



     WHEREAS, concurrently with or immediately following the completion of the transactions
contemplated hereby, the Partnership shall consummate an initial public offering (the “IPO”) of its
Common Units.



     WHEREAS, in furtherance of the objectives and purposes set forth in the preceding recitals,
the Parties hereby acknowledge that each of the following actions was taken prior to the date
hereof:




	 	A.1	 	 CFSI formed Compressco Leasing, LLC (“Leaseco”) under the terms of the Delaware
Limited Liability Company Act (the “Delaware LLC Act”) and contributed $1,000 to
Leaseco in exchange for all of the membership interests in Leaseco (all such membership
interests, the “Leaseco Interests”).




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	 	A.2 	 	 CFSI sold to Leaseco all of CFSI’s right, title and interest in and to the
Compressor Units owned and used by CFSI to conduct CFSI’s U.S.-based production
enhancement services business, including, but not limited to, Compressor Units set
forth on Schedule 1 (such Compressor Units, the “U.S. Service Compressor
Units”) in exchange for an obligation by Leaseco to pay to CFSI an amount of
$11,931,204.91 (such obligation, the “Leaseco Loan”) under that Inter-Company Loan
Agreement by and between CFSI and Leaseco, dated as of March 31, 2011 (the “Leaseco
Loan Agreement”), and thereafter Leaseco leased the U.S. Service Compressor Units to
CFSI.
	 
	 	A.3 	 	 CFSI formed Compressco Mexico Investment I, LLC (“Mexico Sub 1”) under the
terms of the Delaware LLC Act and contributed $1,000 to Mexico Sub 1 in exchange for
all of the membership interests in Mexico Sub 1 (all such membership interests, the
“Mexico Sub 1 Interests”).
	 
	 	A.4 	 	 CFSI formed Compressco Mexico Investment II, LLC (“Mexico Sub 2”) under the
terms of the Delaware LLC Act and contributed $1,000 to Mexico Sub 2 in exchange for
all of the membership interests in Mexico Sub 2 (all such membership interests, the
“Mexico Sub 2 Interests”).
	 
	 	A.5 	 	 Mexico Sub 1 and Mexico Sub 2 formed CP Mexico under Mexico laws and
contributed MXN $1,530 and MXN $1,470, respectively, to CP Mexico, in exchange for 51%
and 49% of the membership interests, respectively, in CP Mexico.
	 
	 	A.6 	 	 CFSI formed the General Partner under the terms of the Delaware General
Corporation Law (the “DGCL”) and contributed $1,000 to the General Partner in exchange
for all of the shares of common stock of the General Partner.
	 
	 	A.7 	 	 CFSI and the General Partner formed the Partnership under the terms of the
Delaware LP Act and contributed $999 and $1, respectively, to the Partnership in
exchange for a 99.9% limited partner interest (the “Initial LP Interest”) and a 0.1%
general partner interest (the “Initial GP Interest”), respectively, in the Partnership.
	 
	 	A.8 	 	 CFSI formed OPCO under the terms of the Delaware LLC Act and contributed $1,000
to OPCO in exchange for all of the membership interests in OPCO (all such membership
interests, the “OPCO Interests”).
	 
	 	A.9 	 	 CFSI formed Compressco Field Services International, LLC (“Argentina Sub 1”)
under the Delaware LLC Act and contributed $1,000 to Argentina Sub 1 in exchange for
all of the membership interests in Argentina Sub 1 (all such membership interests, the
“Argentina Sub 1 Interests”).
	 
	 	A.10 	 	 CFSI formed Compressco International, LLC (“Argentina Sub 2”) under the
Delaware LLC Act and contributed $1,000 to Argentina Sub 2 in exchange for all of the
membership interests in Argentina Sub 2 (all such membership interests, the “Argentina
Sub 2 Interests”).




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	 	A.11 	 	 CFSI and TII formed Compressco de Argentina S.R.L. (“Compressco Argentina”)
under Argentina laws and contributed $12,600, represented by 3,600 limited liability
company interests, and $1,400, represented by 400 limited liability company interests,
respectively, to Compressco Argentina in exchange for 90% and 10% of the limited
liability company interests, respectively, in Compressco Argentina, and thereafter CFSI
contributed its 90% limited liability company interest in Compressco Argentina to
Argentina Sub 1 and TII sold its 10% limited liability company interest in Compressco
Argentina to Argentina Sub 2.
	 
	 	A.12 	 	 CFSI formed Compressco Dutch BV under the laws of the Netherlands and
contributed €18,000.00 to Compressco Dutch BV in exchange for all of the ownership
interests in Compressco Dutch BV (the “Compressco Dutch BV
Interests”).
	 
	 	A.13 	 	 CFSI formed Compressco Holdings under the Delaware LLC Act and contributed
$1,000 in exchange for all of the membership interests in Compressco Holdings (all such
membership interests, the “Compressco Holdings Interests”).
	 
	 	A.14 	 	 CFSI and Compressco Holdings formed Compressco Dutch Co-op under the laws of
the Netherlands, and contributed €990 and €10, respectively, in exchange for 99% and
1%, respectively, of the membership interests in Compressco Dutch Co-op.
	 
	 	A.15 	 	 The Partnership formed MLP Sub under the terms of the DGCL and contributed
$1,000 to MLP Sub in exchange for all of the shares of common stock of MLP Sub.





     WHEREAS, in furtherance of the objectives and purposes set forth in the first two recitals
hereto, the Parties desire that each of the following transactions shall occur on the Closing Date
(as hereinafter defined):




	 	B.1 	 	 CFSI shall convey and contribute to the General Partner all of CFSI’s right,
title and interest in and to the Initial LP Interest.
	 
	 	B.2 	 	 TETRA shall convey and contribute to Compressco all of TETRA’s right, title and
interest in all of the Intellectual Property owned by TETRA and used by CFSI and its
subsidiaries to conduct their businesses (such Intellectual Property, the “TETRA
Intellectual Property”).
	 
	 	B.3 	 	 Compressco shall convey and contribute to CFSI all of Compressco’s right, title
and interest in (a) all of the Intellectual Property owned by Compressco and used by
CFSI and its subsidiaries to conduct their businesses (such Intellectual Property, the
“Compressco Intellectual Property”) and (b) all of the TETRA Intellectual Property.




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	 	B.4 	 	 Compressco shall convey and contribute to CFSI all of Compressco’s right, title
and interest in all of the outstanding shares of common stock of Cansub, no par value
(the “Cansub Shares”).
	 
	 	B.5 	 	 CFSI shall sell to Cansub all of CFSI’s right, title and interest in (a) all of
the Equipment owned and leased by CFSI to Cansub to conduct Cansub’s Canada-based
production enhancement equipment rental business, including, but not limited to,
Equipment set forth on Schedule 2 (such Equipment, the “Cansub Equipment”), (b)
all of the Equipment owned and used by CFSI to conduct CFSI’s Indonesia-based
production enhancement equipment rental business, including, but not limited to,
Equipment set forth on Schedule 3 (such Equipment, the “Indonesian Equipment”)
and (c) the production enhancement rental contracts pursuant to which CFSI conducts its
Indonesia-based production enhancement equipment rental business and all accounts
receivable associated with such contracts, including, but not limited to, production
enhancement rental contracts set forth on Schedule 3 (such contracts and
accounts receivable, the “Indonesian Contracts” and, together with the Cansub Equipment
and Indonesian Equipment, the “Cansub Assets”) in exchange for $3,600,000 and an
obligation by Cansub to pay to CFSI an amount equal to $8,036,377 (such obligation, the
“Cansub Loan”) under that Inter-Company Loan Agreement by and between CFSI and Cansub,
dated as of even date herewith (the “Cansub Loan Agreement”).
	 
	 	B.6 	 	 CFSI shall convey and contribute to Compressco Dutch BV all of CFSI’s right,
title and interest in (a) all of the Cansub Shares, (b) all of the Mexico Sub 1
Interests, and (c) all of the Mexico Sub 2 Interests.
	 
	 	B.7 	 	 CFSI shall convey and contribute to Compressco Dutch Co-op and Compressco
Holdings all of CFSI’s right, title and interest in 99.0% and 1.0% of the Compressco
Dutch BV Interests, respectively, and Compressco Holdings shall convey and contribute
to Compressco Dutch Co-op all of Compressco Holdings’ right, title and interest in such
1.0% of the Compressco Dutch BV Interests.
	 
	 	B.8 	 	 CFSI shall (a) convey and contribute to OPCO all of CFSI’s right, title and
interest in (i) the production enhancement services contracts pursuant to which CFSI
conducts its U.S.-based production enhancement services business, including, but not
limited to, production enhancement services contracts set forth on Schedule 4
(such contracts, the “Domestic Services Contracts”), (ii) all of CFSI’s leasehold
interests in the U.S. Service Compressor Units, including, but not limited to,
leasehold interests set forth on Schedule 5 (such leasehold interests, the
“U.S. Leasehold Interests”), (iii) the Equipment owned and used by CFSI to conduct
CFSI’s U.S.-based production enhancement services business, including, but not limited
to, Equipment set forth on Schedule 6 (such Equipment, the “U.S. Service
Equipment”), (iv) all of the Leaseco Interests, (v) all of the membership interests in
Compressco Dutch Co-op that are owned by CFSI (the “CFSI Dutch Co-op Interest”), (vi)
all of the Compressco Holdings Interests, (viii) all of the Argentina Sub 1 Interests
and (viii) all of the Argentina Sub 2 Interests; and (b)




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	 	 	 	assign to OPCO all of CFSI’s right, title and interest in (i) the Leaseco Loan and
(ii) the Cansub Loan.
	 
	 	B.9 	 	 CFSI shall convey and contribute to the General Partner all of CFSI’s right,
title and interest in (a) all of the OPCO Interests, (b) all of the CFSI Intellectual
Property, (c) all of the assets (other than any CFSI Intellectual Property, Indonesian
Equipment or Indonesian Contracts) and liabilities constituting CFSI’s (i)
manufacturing business and (ii) production enhancement equipment rental business,
including, but not limited to, Assets & Liabilities set forth on Schedule 7
(such assets and liabilities, the “MLP Sub Business”), and (d) all of CFSI’s remaining
assets and liabilities that are not conveyed with the Previously Contributed Assets,
including, but not limited to, Assets & Liabilities set forth on Schedule 8
(such assets and liabilities, collectively, the “Other Assets & Liabilities” and,
together with such OPCO Interests, the CFSI Intellectual Property and the MLP Sub
Business, the “GP Contribution”), in exchange for the assumption by the General Partner
of a $32.2 million liability owed by CFSI to Tetra Financial Services, Inc. (the
“Intercompany Liability”).
	 
	 	B.10 	 	 The Partnership shall (a) redeem the Initial LP Interest and the Initial GP
Interest in the Partnership held by the General Partner and (b) refund and distribute
to the General Partner the initial capital contributions made by CFSI and the General
Partner to the Partnership, along with any interest or other profit that resulted from
the investment or other use of such initial capital contributions.
	 
	 	B.11 	 	 The General Partner shall convey and contribute to the Partnership all of the
General Partner’s right, title and interest in the GP Contribution, in exchange for (a)
a 2.0% general partner interest in the Partnership, (b) the Incentive Distribution
Rights, (c) 5,303,546 Common Units, (d) 5,521,094 Subordinated Units, (e) a right to
receive the proceeds from the Over-Allotment Option (as hereinafter defined) and/or
additional Common Units (to the extent the Over-Allotment Option is not exercised) and
(f) the assumption by the Partnership of the Intercompany Liability.
	 
	 	B.12 	 	 TII shall (a) cancel its lease agreements with respect to the Equipment that
TII currently leases to CP Mexico and PE Mexico, including, but not limited to,
Equipment set forth on Schedule 9 (such Equipment, the “TII Equipment”), and
convey and contribute to the Partnership all of TII’s right, title and interest in and
to the TII Equipment, and (b) convey and contribute to the Partnership all of TII’s
right, title and interest in all of the membership interests (such membership
interests, the “Providence Interest”) of Providence Natural Gas, LLC, an Oklahoma
limited liability company and wholly owned subsidiary of TII, and TII’s 0.002%
ownership interest in the membership interests of PE Mexico (such 0.002%, the “PE
Mexico Interest”) (such TII Equipment, the Providence Interest and the PE Mexico
Interest, together, the “TII Contribution”) in exchange for 723,211 Common Units and
752,876 Subordinated Units.




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	 	B.13 	 	 The Partnership shall convey and contribute to OPCO all of the Partnership’s
right, title and interest in and to (a) the TII Contribution, (b) a Joint Intellectual
Property Interest and (c) the Other Assets & Liabilities.
	 
	 	B.14 	 	 OPCO shall (a) convey and contribute (i) to Compressco Holdings all of OPCO’s
right, title and interest in 1.0% of the Providence Interest, and Compressco Holdings
shall convey and contribute to Compressco Dutch Co-op all of Compressco Holdings’
right, title and interest in such 1.0% of the Providence Interest, (ii) to Compressco
Dutch Co-op all of OPCO’s right, title and interest in 99.0% of the Providence
Interest, and (iii) to Leaseco all of OPCO’s right, title and interest in and to the
TII Equipment, and (b) sell to Compressco Dutch BV all of OPCO’s right, title and
interest in the PE Mexico Interest, in exchange for $526
	 
	 	B.15 	 	 Compressco Dutch Co-op shall convey and contribute to Compressco Dutch BV all
of Compressco Dutch Co-op’s right, title and interest in the Providence Interest.
	 
	 	B.16 	 	 Pursuant to the Underwriting Agreement (as hereinafter defined), the
Underwriters (as hereinafter defined) shall contribute $53.4 million in cash to the
Partnership in exchange for 2,670,000 Common Units.
	 
	 	B.17 	 	 The public shall purchase, through the Underwriters, 2,670,000 Common Units for
an aggregate price of $53.4 million in cash, less amounts of (a) $3,417,600 in the
aggregate (the “Spread”), payable to the Underwriters for the Underwriters’ discount of
6.4%, and (b) $133,500 in the aggregate (the “Structuring Fee”), payable to Raymond
James & Associates, Inc. and J.P. Morgan Securities, Inc. for a structuring fee.
	 
	 	B.18 	 	 The Partnership shall use a portion of the net proceeds received from the IPO
to (a) pay IPO-related transaction expenses (excluding the Spread and the Structuring
Fee) estimated to be approximately $7.3 million, (b) pay TETRA Financial Services, Inc.
to retire the Intercompany Liability, and (c) pay financing fees and related
transactions costs incurred in connection with the placement of a new revolving credit
facility of the Partnership, and the Partnership shall convey and contribute to OPCO
the remaining net proceeds of the IPO for use in growing its wellhead compression-based
and other related production enhancement services business.
	 
	 	B.19 	 	 The Partnership shall convey and contribute to MLP Sub all of the Partnership’s
right, title and interest in (a) the MLP Sub Business and (b) a Joint Intellectual
Property Interest.
	 
	 	B.20 	 	 Leaseco and Compressco Dutch BV shall enter into a Equipment Rental Contract,
dated of even date herewith (the “Lease Agreement”), pursuant to which Leaseco shall
lease to Compressco Dutch BV the TII Equipment.
	 
	 	B.21 	 	 Compressco Dutch BV, CP Mexico and PE Mexico shall enter into a Equipment
Rental Subcontract, dated of even date herewith (a “Sublease Agreement”),




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	 	 	 	pursuant to which Compressco Dutch BV shall sublease to CP Mexico and PE Mexico the
TII Equipment.
	 
	 	B.22 	 	 If the Underwriters exercise the Over-Allotment Option, in whole or in part,
the Partnership shall distribute the exercise proceeds (excluding the Spread and the
Structuring Fee) to the General Partner. If the Over-Allotment Option is not exercised
or is partially exercised, then the Partnership shall distribute any and all Common
Units not sold pursuant to the exercise of the Over-Allotment Option to the General
Partner.





     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements herein contained, the Parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     The terms set forth below in this ARTICLE I shall have the meanings ascribed to them below:



     “Assets & Liabilities” means, with respect to any business, all Equipment, Owned Real
Property, Tangible Personal Property, Intellectual Property, Permits, Contracts, Books and Records,
Rights and Claims, Other Intangible Assets, all accrued expenses and any scheduled liabilities of
the business.



     “Books and Records” means collectively books, records, ledgers, files, invoices, documents,
work papers, correspondence, lists (including customer lists and supplier lists), all tangible and
digital or electronic copies of technology, designs, formulae (chemical and otherwise), copies of
software, databases, procedures, schedules, methods, discoveries, processes, techniques, research
and development, technical data, tools, materials, specifications, information technology
infrastructure, apparatuses, creations, improvements, works of authorship in any media,
confidential, proprietary or non-public information, and other similar materials.



     “CFSI Intellectual Property” means (i) all Intellectual Property owned by CFSI and used or
held by CFSI and used by CFSI to conduct its businesses, (ii) the TETRA Intellectual Property and
(iii) the Compressco Intellectual Property.



     “Closing Date” has the meaning assigned to such term in the Underwriting Agreement.



     “Commission” means the U.S. Securities and Exchange Commission.



     “Common Unit” has the meaning assigned to such term in the Partnership Agreement.



     “Compressor Unit” means a wellhead compressor unit, including GasJack® compressor units and
VJackTM compressor units.



     “Contract” means any contract, agreement, option, right to acquire, preferential purchase
right, preemptive right, warrant, indenture, debenture, note, bond, loan, loan agreement,



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collective bargaining agreement, lease, mortgage, franchise, license, purchase order, bid,
commitment, letter of credit, guaranty, surety or any other legally binding arrangement, whether
oral or written.




     “Effective Time” means the time at which the Registration Statement is declared effective by
the Commission.



     “Equipment” means all Compressor Units, well monitoring assets, automated sand separation
assets, together with any tangible components thereof, all related appliances, parts, accessories,
appurtenances, accessions, additions, improvements and replacements thereto, all other equipment or
components of any nature from time to time incorporated or installed therein and all substitutions
for any of the foregoing.



     “Incentive Distribution Rights” has the meaning assigned to such term in the Partnership
Agreement.



     “Intellectual Property” means all of the following intellectual property owned or held by the
conveying entity: (a) patents and patent applications; (b) registered and unregistered copyrights
and copyright applications; (c) trademarks, service marks, trade names, logos, and trade dress,
common law or statutory, together with the goodwill associated therewith, and any registrations or
applications for the foregoing; (d) domain names; (e) trade secrets and confidential information,
including but not limited to, confidential manufacturing and marketing information; and (f) the
right to sue and collect for past, present and future infringement and misappropriation of all such
intellectual property.



     “Joint Intellectual Property Interest” shall mean a joint and undivided interest in and to the
CFSI Intellectual Property, which joint and undivided interest is subject to terms and conditions
of the Joint Ownership Interest Agreement, dated of even date hereof, by and between MLP Sub and
OPCO.



     “Other Intangible Assets” means any other intangible assets included in the balance sheet of
the conveying entity, including all goodwill associated therewith.



     “Over-Allotment Option” has the meaning assigned to such term in the Partnership Agreement.



     “Owned Real Property” means all real property owned and used in connection with the ownership
and operations of the business.



     “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of the date hereof.



     “Permits” means all permits, licenses, certificates, authorizations and approvals granted by
any governmental authority and used or held in connection with the operation of the business.



     “Previously Contributed Assets” means the Initial LP Interest, the Cansub Shares, the Cansub
Assets, the Mexico Sub 1 Interest, the Mexico Sub 2 Interest, the Cansub Loan and Cansub Loan
Agreement, the Compressco Dutch BV Interests, the Domestic Services Contracts,



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the U.S. Leasehold Interests, the U.S. Service Equipment, the Leaseco Interests, the CFSI
Dutch Co-op Interest, the Compressco Holdings Interests, the Argentina Sub 1 Interests, the
Argentina Sub 2 Interests, the Leaseco Loan and Leaseco Loan Agreement, the OPCO Interests, the
CFSI Intellectual Property and the MLP Sub Business and all Assets & Liabilities conveyed
therewith.




     “Registration Statement” means the Registration Statement on Form S-1 filed with the
Commission (Registration No. 333-155260), as amended and effective at the Effective Time.



     “Rights and Claims” means all of the conveying entity’s rights, claims, counterclaims, cross
claims, credits, causes of action or rights of set-off against third parties relating to the other
Assets & Liabilities, including, without limitation, unliquidated rights under manufacturers’ and
vendors’ warranties and claims under or against insurance policies.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Subordinated Unit” has the meaning assigned to such term in the Partnership Agreement.



     “Tangible Personal Property” means all of the Equipment, tools, machinery, parts, products,
materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible
personal property used or owned in the conduct of the business.



     “Underwriters” means those underwriters listed in the Underwriting Agreement.



     “Underwriting Agreement” means that certain Underwriting Agreement between Raymond James &
Associates, Inc. and J.P. Morgan Securities, Inc., as representatives of the Underwriters, the
General Partner and the Partnership, dated as of June 14, 2011.



ARTICLE II

CONTRIBUTION, SALE, ACKNOWLEDGEMENTS AND DISTRIBUTIONS




     Section 2.1 Contribution of CFSI’s Limited Partner Interest in the Partnership to the
General Partner. CFSI hereby grants, contributes, conveys, assigns, transfers, sets over and
delivers to the General Partner, its successors and assigns, for its and their own use forever, all
of CFSI’s right, title and interest in and to the Initial LP Interest, and the General Partner
hereby accepts all of CFSI’s right, title and interest in and to the Initial LP Interest.



     Section 2.2 Contribution of Intellectual Property by TETRA to Compressco. TETRA
hereby grants, contributes, conveys, assigns, transfers, sets over and delivers to Compressco, its
successors and its assigns, for its and their own use forever, all of TETRA’s right, title and
interest in and to all of the TETRA Intellectual Property, and Compressco hereby accepts all of
TETRA’s right, title and interest in and to the TETRA Intellectual Property.



     Section 2.3 Contribution of Intellectual Property by Compressco to CFSI. Compressco
hereby grants, contributes, conveys, assigns, transfers, sets over and delivers to CFSI, its
successors and its assigns, for its and their own use forever, all of Compressco’s right, title and
interest in and to all of the Compressco Intellectual Property, and CFSI hereby accepts all of
Compressco’s right, title and interest in and to the Compressco Intellectual Property.



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     Section 2.4 Contribution of the Cansub Shares by Compressco to CFSI. Compressco
hereby grants, contributes, conveys, assigns, transfers, sets over and delivers to CFSI, its
successors and its assigns, for its and their own use forever, all of Compressco’s right, title and
interest in and to all of the Cansub Shares, and CFSI hereby accepts all of Compressco’s right,
title and interest in and to the Cansub Shares.



     Section 2.5 Sale of the Cansub Assets by CFSI to Cansub. CFSI hereby grants,
contributes, conveys, assigns, transfers, sets over and delivers to Cansub, its successors and its
assigns, for its and their own use forever, all of CFSI’s right, title and interest in and to the
Cansub Assets, and Cansub hereby accepts all of CFSI’s right, title and interest in and to the
Cansub Assets, in exchange for $3,600,000 and the Cansub Loan, and Cansub hereby agrees to pay,
perform and discharge, as and when due, all of the obligations of Cansub under the Cansub Loan
Agreement accruing on and after the date of this Agreement.



     Section 2.6 Contribution of the Cansub Shares, the Mexico Sub 1 Interests and the Mexico
Sub 2 Interests by CFSI to Compressco Dutch BV. CFSI hereby grants, contributes, conveys,
assigns, transfers, sets over and delivers to Compressco Dutch BV, its successors and its assigns,
for its and their own use forever, all of CFSI’s right, title and interest in and to (a) all of the
Cansub Shares, (b) all of the Mexico Sub 1 Interests and (c) all of the Mexico Sub 2 Interests, and
Compressco Dutch BV hereby accepts all of CFSI’s right, title and interest in and to such ownership
interests.



     Section 2.7 Contribution and Transfer of Ownership Interests in Compressco Dutch BV by
CFSI to Compressco Dutch Co-op and Compressco Holdings. (a) CFSI hereby agrees to contribute
and transfer the full legal and beneficial title to 17,820 shares in the issued share capital of
Compressco Dutch BV (being 99.0% of the total issued share capital) to Compressco Dutch Co-op, its
successors and its assigns, for its and their own use forever, and Compressco Dutch Co-op hereby
agrees to accept the full legal and beneficial title to such shares, each by executing a Dutch
notarial deed of transfer of shares, as a result of which the membership account of CFSI shall be
credited with the value of the 17,820 contributed shares in accordance with article 14 paragraph 2
of the articles of association of Compressco Dutch Co-op, and (b) CFSI hereby agrees to contribute
and transfer the full legal and beneficial title to 180 shares in the issued share capital of
Compressco Dutch BV (being 1.0% of the total issued share capital) to Compressco Holdings, its
successors and its assigns, for its and their own use forever, and Compressco Holdings hereby
agrees to accept the full legal and beneficial title to such shares, each by executing a Dutch
notarial deed of transfer of shares. Compressco Dutch BV undertakes to acknowledge the transfers of
the shares by co-signing the Dutch notarial deeds of transfer and hereby agrees to enter the
transfers of the shares in its shareholders’ register forthwith.



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     Section 2.8 Contribution of 1.0% of Ownership Interests in Compressco Dutch BV by
Compressco Holdings to Compressco Dutch Co-op. Compressco Holdings hereby agrees to contribute
and transfer the full legal and beneficial title to 180 shares in the issued share capital of
Compressco Dutch BV (being 1.0% of the total issued share capital) to Compressco Dutch Co-op, its
successors and its assigns, for its and their own use forever, and Compressco Dutch Co-op hereby
agrees to accept the full legal and beneficial title to such shares, each by executing a Dutch
notarial deed of transfer of shares, as a result of which the membership account of Compressco
Holdings shall be credited with the value of the 180 contributed shares in accordance with article
14 paragraph 2 of the articles of association of Compressco Dutch Co-op. Compressco Dutch BV
undertakes to acknowledge the transfer of the shares by co-signing the Dutch notarial deed of
transfer and hereby agrees to enter the transfer of the shares in its shareholders’ register
forthwith.



     Section 2.9 Contribution of the Domestic Services Contracts, U.S. Leasehold Interests,
U.S. Service Equipment, Leaseco Loan, Leaseco Interests, Ownership Interests in Dutch Co-op,
Compressco Holdings Interest, Cansub Loan, Argentina Sub 1 Interests and Argentina Sub 2 Interests
by CFSI to OPCO. CFSI hereby grants, distributes, conveys, assigns, transfers, sets over and
delivers to OPCO, its successors and assigns, for its and their own use forever, all of CFSI’s
right, title and interest in and to (a) the Domestic Services Contracts, (b) the U.S. Leasehold
Interests, (c) the U.S. Service Equipment, (d) the Leaseco Loan, (e) all of the Leaseco Interests,
(f) the CFSI Dutch Co-op Interest, (g) all of the Compressco Holdings Interests, (h) the Cansub
Loan; (i) all of the Argentina Sub 1 Interests and (j) all of the Argentina Sub 2 Interests, and
OPCO hereby accepts all of CFSI’s right, title and interest in and to each of the items set forth
in clauses (a) through (j) above, assumes all of CFSI’s duties and obligations under each of the
items set forth in clauses (a), (b), (d) and (h) above, and agrees to pay, perform and discharge,
as and when due, all of CFSI’s obligations under each of the agreements governing the items set
forth in clauses (a), (b), (d) and (h) accruing on and after the date of this Agreement.



     Section 2.10 Contribution of the GP Contribution by CFSI to the General Partner. CFSI
hereby grants, contributes, conveys, assigns, transfers, sets over and delivers to the General
Partner, its successors and its assigns, for its and their own use forever, all of CFSI’s right,
title and interest in and to the GP Contribution, and the General Partner hereby accepts all of
CFSI’s right, title and interest in and to the GP Contribution, assumes all of CFSI’s duties and
obligations under the liabilities of the MLP Sub Business and the Other Assets & Liabilities, and
agrees to pay, perform and discharge, as and when due, all of the obligations of CFSI under the
agreements governing the liabilities of the MLP Sub Business and the Other Assets & Liabilities
accruing on and after the date of this Agreement, in exchange for the assumption by the General
Partner of the Intercompany Liability, and the General Partner hereby accepts the Intercompany
Liability, assumes all of CFSI’s duties and obligations under the Intercompany Liability, and
agrees to pay, perform and discharge, as and when due, all of CFSI’s obligations under the
Intercompany Liability accruing on and after the date of this Agreement.



     Section 2.11 Redemption of the Initial Partner Interests in the Partnership and the Return
of Initial Capital Contributions. The Partnership (a) hereby redeems the Initial LP Interest
and the Initial GP Interest in the Partnership held by the General Partner and (b) hereby refunds
and distributes to the General Partner the initial capital contributions made by CFSI and



11









 




the General Partner to the Partnership along with any interest or other profit that resulted
from the investment or other use of such initial capital contributions.




     Section 2.12 Contribution of the GP Contribution by the General Partner to the
Partnership. The General Partner hereby grants, contributes, conveys, assigns, transfers, sets
over and delivers to the Partnership, its successors and its assigns, for its and their own use
forever, all of the General Partner’s right, title and interest in and to the GP Contribution, and
the Partnership hereby accepts all of the General Partner’s right, title and interest in and to the
GP Contribution, assumes all of the General Partner’s duties and obligations under the liabilities
of the MLP Sub Business and the Other Assets & Liabilities, and agrees to pay, perform and
discharge, as and when due, all of the obligations of the General Partner under the agreements
governing the liabilities of the MLP Sub Business and the Other Assets & Liabilities accruing on
and after the date of this Agreement, in exchange for (a) the assumption of the Intercompany
Liability by the Partnership, and the Partnership hereby accepts the Intercompany Liability,
assumes all of the General Partner’s duties and obligations under the Intercompany Liability, and
agrees to pay, perform and discharge, as and when due, all of the obligations of the General
Partner under the Intercompany Liability accruing on and after the date of this Agreement, and (b)
(i) a 2.0% general partner interest in the Partnership (ii) the Incentive Distribution Rights,
(iii) 5,303,546 Common Units, (iv) 5,521,094 Subordinated Units, and (v) the right to receive
proceeds from the Over-Allotment Option and/or additional Common Units (to the extent the
Over-Allotment Option is not exercised), and the General Partner hereby accepts each of the items
set forth in clauses (i) through (v) above.



     Section 2.13 Cancellation of TII Equipment Rental Contracts by TII, CP Mexico and PE
Mexico. (a) Each of TII and CP Mexico hereby acknowledge the cancellation and termination of
that Equipment Rental Contract, dated November 1, 2008, by and between TII and CP Mexico, pursuant
to which TII leased compressor units and related equipment to CP Mexico, and (b) each of TII and PE
Mexico hereby acknowledge the cancellation and termination of that Equipment Rental Contract, dated
November 1, 2008, by and between TII and PE Mexico, pursuant to which TII leased compressor units
and related equipment to PE Mexico.



     Section 2.14 Contribution of the TII Contribution by TII to the Partnership. TII
hereby grants, contributes, conveys, assigns, transfers, sets over and delivers to the Partnership,
its successors and its assigns, for its and their own use forever, all of TII’s right, title and
interest in and to the TII Contribution, and the Partnership hereby accepts all of TII’s right,
title and interest in and to the TII Contribution, in exchange for (a) 723,211 Common Units, and
(b) 752,876 Subordinated Units, and TII hereby accepts such Common Units and Subordinated Units.



     Section 2.15 Contribution of the TII Contribution and the Other Assets & Liabilities by
the Partnership to OPCO. The Partnership hereby grants, contributes, conveys, assigns,
transfers, sets over and delivers to OPCO, its successors and its assigns, for its and their own
use forever, all right, title and interest in and to the TII Contribution, a Joint Intellectual
Property Interest and the Other Assets & Liabilities, and OPCO hereby accepts all of the
Partnership’s right, title and interest in and to the TII Contribution, such Joint Intellectual
Property Interest, and the Other Assets & Liabilities, assumes all of the Partnership’s duties and



12









 




obligations under the liabilities of the Other Assets & Liabilities, and agrees to pay,
perform and discharge, as and when due, all of the obligations of the Partnership under the
liabilities of the Other Assets & Liabilities accruing on and after the date of this Agreement.




     Section 2.16 Contribution of Ownership Interests in Providence by OPCO to Compressco
Holdings and Compressco Dutch Co-op. (a) OPCO hereby grants, contributes, conveys, assigns,
transfers, sets over and delivers to Compressco Holdings, its successors and its assigns, for its
and their own use forever, all of OPCO’s right, title and interest in and to 1.0% of the Providence
Interest, and Compressco Holdings hereby accepts all of OPCO’s right, title and interest in and to
such 1.0% of the Providence Interest, and (b) OPCO hereby grants, contributes, conveys, assigns,
transfers, sets over and delivers to Compressco Dutch Co-op, its successors and its assigns, for
its and their own use forever, all of OPCO’s right, title and interest in and to 99.0% of the
Providence Interest, and Compressco Dutch Co-op hereby accepts all of OPCO’s right, title and
interest in and to such 99.0% of the Providence Interest, as a result of which the membership
account of OPCO shall be credited with the total value of the above-mentioned contribution of 99.0%
of the Providence Interest, in accordance with article 14 paragraph 2 of the articles of
association of Compressco Dutch Co-op.



     Section 2.17 Contribution of Ownership Interests in Providence by Compressco Holdings to
Compressco Dutch Co-op. Compressco Holdings hereby grants, contributes, conveys, assigns,
transfers, sets over and delivers to Compressco Dutch Co-op, its successors and its assigns, for
its and their own use forever, all of Compressco Holdings’ right, title and interest in and to 1.0%
of the Providence Interest, and Compressco Dutch Co-op hereby accepts all of Compressco Holdings’
right, title and interest in and to such 1.0% of the Providence Interest, as a result of which the
membership account of Compressco Holdings shall be credited with the total value of the
above-mentioned contribution of 1.0% of the Providence Interest, in accordance with article 14
paragraph 2 of the articles of association of Compressco Dutch Co-op.



     Section 2.18 Contribution of the TII Equipment by OPCO to Leaseco. OPCO hereby
grants, contributes, conveys, assigns, transfers, sets over and delivers to Leaseco, its successors
and its assigns, for its and their own use forever, all right, title and interest in and to the TII
Equipment, and Leaseco hereby accepts all of OPCO’s right, title and interest in and to the TII
Equipment.



     Section 2.19 Sale of PE Mexico Interest by OPCO to Compressco Dutch BV. OPCO hereby
grants, contributes, conveys, assigns, transfers, sets over and delivers to Compressco Dutch BV,
its successors and its assigns, for its and their own use forever, all of OPCO’s right, title and
interest in and to the PE Mexico Interest, and Compressco Dutch BV hereby accepts all of OPCO’s
right, title and interest in and to the PE Mexico Interest, in exchange for $526.



     Section 2.20 Contribution of Ownership Interests in Providence by Compressco Dutch Co-op
to Compressco Dutch BV. Compressco Dutch Co-op hereby grants, contributes, conveys, assigns,
transfers, sets over and delivers to Compressco Dutch BV, its successors and its assigns, for its
and their own use forever, all of Compressco Dutch Co-op’s right, title and interest in and to the
Providence Interest, and Compressco Dutch BV hereby accepts all of Compressco Dutch Co-op’s right,
title and interest in and to such ownership interests.



13









 





     Section 2.21 Underwriters’ Cash Contribution. The Parties hereby acknowledge that the
Underwriters have, pursuant to the Underwriting Agreement, made a capital contribution to the
Partnership of $53.4 million in cash (or, a net capital contribution to the Partnership of
$49,848,900 after the Spread and the Structuring Fee payable to Raymond James & Associates, Inc.
and J.P. Morgan Securities, Inc), in exchange for the issuance by the Partnership to the
Underwriters of 2,670,000 Common Units.



     Section 2.22 Payment of Transaction Expenses by the Partnership and Contribution of Net
Proceeds by the Partnership to OPCO. The Parties hereby acknowledge (a) the payment by the
Partnership, in connection with the transactions contemplated hereby, of estimated transaction
expenses in the amount of approximately $7.3 million (exclusive of the Spread and the Structuring
Fee), (b) the payment of $32.2 million to TETRA Financial Services to retire the Intercompany
Liability, (c) the payment of $375,000 of financing fees and related transactions costs incurred in
connection with the placement of a new revolving credit facility of the Partnership, and (d) the
contribution by the Partnership to OPCO of $9.93 million of the net proceeds received from the IPO
for use in growing the Partnership’s wellhead compression-based and other related production
enhancement services business.



     Section 2.23 Contribution of the MLP Sub Business by the Partnership to MLP Sub. The
Partnership hereby grants, contributes, conveys, assigns, transfers, sets over and delivers to MLP
Sub, its successors and its assigns, for its and their own use forever, all right, title and
interest in and to the MLP Sub Business and a Joint Intellectual Property Interest, and MLP Sub
hereby accepts such MLP Sub Business and such Joint Intellectual Property Interest, assumes all of
the Partnership’s duties and obligations under the liabilities of the MLP Sub Business, and agrees
to pay, perform and discharge, as and when due, all of the obligations of the Partnership under the
liabilities of the MLP Sub Business accruing on and after the date of this Agreement.



     Section 2.24 Lease Agreement by and between Leaseco and Compressco Dutch BV. Leaseco
and Compressco Dutch BV hereby acknowledge the effectiveness of the Lease Agreement, pursuant to
which Leaseco shall lease to Compressco Dutch BV the TII Equipment.



     Section 2.25 Sublease Agreement by and among Compressco Dutch BV, CP Mexico and PE
Mexico. Compressco Dutch BV, CP Mexico and PE Mexico hereby acknowledge the effectiveness of
the Sublease Agreement, pursuant to which Compressco Dutch BV shall sublease to CP Mexico and PE
Mexico the TII Equipment.



ARTICLE III

ADDITIONAL TRANSACTIONS




     Section 3.1 Sale and Purchase of Additional Common Units. If the Over-Allotment
Option is exercised in whole or in part, the Underwriters shall contribute additional cash to the
Partnership (the “Proceeds”), in exchange for up to an additional 400,500 Common Units on the basis
of the IPO price per Common Unit set forth in the Registration Statement, net of the Spread and the
Structuring Fee.



14









 





     Section 3.2 Exercise of the Over-Allotment Option. The Parties hereby acknowledge
that, if the Underwriters elect to exercise the Over-Allotment Option, the Partnership shall
distribute that portion of the Proceeds to the General Partner that is equal in value to the amount
by which the value of the GP Contribution exceeded the value of the Common Units and Subordinated
Units received by the General Partner in exchange for the GP Contribution. If the Underwriters do
not exercise or partially exercise the Over-Allotment Option, the Partnership shall distribute to
the General Partner the Common Units that are not purchased by the Underwriters pursuant to the
Over-Allotment Option.



ARTICLE IV

FURTHER ASSURANCES




     From time to time after the Closing Date, and without any further consideration, the Parties
hereby agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of
sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all
such other acts and things, all in accordance with applicable law, as may be necessary or
appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights,
titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are
intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and
their respective successors and assigns beneficial and record title to the interests contributed
and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out
the purposes and intent of this Agreement.



ARTICLE V

CLOSING DATE




     Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of ARTICLE II and ARTICLE III of this Agreement shall be operative or have any effect until the
Closing Date, at which time all the provisions of ARTICLE II of this Agreement shall be effective
and operative in accordance with ARTICLE VI, without further action by any Party hereto.



ARTICLE VI

MISCELLANEOUS




     Section 6.1 Order of Completion of Transactions. The transactions provided for in
Article II and Article III of this Agreement shall be completed on the Closing Date in the
following order: first, the transactions provided for in Article II shall be completed on the
Closing Date in the order set forth therein; and second, following the completion of the
transactions provided for in Article II, the transactions provided for in Article III, if they
occur, shall be completed.



     Section 6.2 Headings; References; Interpretation. All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole,
including, without limitation, all Schedules and Exhibits attached hereto,



15









 




and not to any particular provision of this Agreement. All references herein to Articles,
Sections, Schedules and Exhibits shall, unless the context requires a different construction, be
deemed to be references to the Articles and Sections of this Agreement and the Schedules and
Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby
incorporated herein and made a part hereof for all purposes. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural and vice versa. The use herein of the word
“including” following any general statement, term or matter shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not non-limiting language (such as “without
limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that could reasonably fall within the
broadest possible scope of such general statement, term or matter.




     Section 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.



     Section 6.4 No Third-Party Rights. The provisions of this Agreement are intended to
bind the Parties as to each other and are not intended to and do not create rights in any other
person or confer upon any other person any benefits, rights or remedies, and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement.



     Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts
with the same effect as if all signatories had signed the same document. All counterparts shall be
construed together and shall constitute one and the same instrument.



     Section 6.6 Choice of Law. This Agreement shall be subject to and governed by the laws
of the State of Delaware. Each Party hereby submits to the jurisdiction of the state and federal
courts in the State of Delaware.



     Section 6.7 Severability. If any of the provisions of this Agreement are held by any
court of competent jurisdiction to contravene, or to be invalid under, the laws of any political
body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not
contain the particular provisions or provisions held to be invalid and an equitable adjustment
shall be made and necessary provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.



     Section 6.8 Amendment or Modification. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties. Each such instrument shall be
reduced to writing and shall be designated on its face as an amendment to this Agreement.



     Section 6.9 Integration. This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether oral or written,
with respect to the subject matter of this Agreement and such instruments. This Agreement and such
instruments contain the entire understanding of the Parties with respect to the subject matter



16









 




hereof and thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the Parties after the date of this Agreement.




     Section 6.10 Deed; Bill of Sale; Assignment and Assumption Agreement. To the extent
required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of
sale” or “assignment and assumption agreement” of the assets, interests and obligations granted,
contributed, conveyed, assigned, transferred, set over and delivered herein.



(Remainder of page intentionally left blank. Signature pages follow.)








17 









 








     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date
first above written.



	 	 	 	 	 
	 	COMPRESSCO, INC.

 	 
	 	By:  	/s/
Ronald J. Foster	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 
	 	COMPRESSCO FIELD SERVICES, INC.

 	 
	 	By:  	/s/
Ronald J. Foster	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 
	 	COMPRESSCO CANADA, INC.

 	 
	 	By:  	/s/
Ronald J. Foster	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 
	 	COMPRESSCO DE MEXICO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/
Philip N. Longorio	 
	 	 	Name:  	Philip N. Longorio 	 
	 	 	Title:  	President 	 
	 
	 	COMPRESSCO PARTNERS GP INC.

 	 
	 	By:  	/s/
Ronald J. Foster	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 



CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




 










 







	 	 	 	 	 
	 	COMPRESSCO PARTNERS, L.P.

 	 
	 	By:  	Compressco Partners GP Inc., 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Ronald J. Foster	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 
	 	COMPRESSCO PARTNERS OPERATING, LLC

 	 
	 	By:  	Compressco Field Services, Inc., 	 
	 	 	its sole member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Ronald J. Foster 	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 
	 	COMPRESSCO NETHERLANDS B.V.

 	 
	 	By:  	Intertrust (Netherlands) B.V.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/
A. Konijn	 
	 	 	Name:  	
A. Konijn	 
	 	 	Title:  	Managing Director	 
	 
	 	COMPRESSCO HOLDINGS, LLC

 	 
	 	By:  	Compressco Field Services, Inc.,
 its sole member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Ronald J. Foster
 	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 




CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT





 









 







	 	 	 	 	 
	 	COMPRESSCO NETHERLANDS 
COÖPERATIEF U.A.

 	 
	 	By:  	Intertrust (Netherlands) B.V.
 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/
A.Konijn
 	 
	 	 	Name:  	A.Konijn	 
	 	 	Title:  	Managing Director	 
	 
	 	COMPRESSCO PARTNERS SUB, INC.

 	 
	 	By:  	/s/ Ronald J. Foster	 
	 	 	Name:  	Ronald J. Foster 	 
	 	 	Title:  	President 	 
	 
	 	TETRA INTERNATIONAL INCORPORATED

 	 
	 	By:  	/s/ Stuart M. Brightman	 
	 	 	Name:  	Stuart M. Brightman 	 
	 	 	Title:  	President 	 
	 
	 	PRODUCTION ENHANCEMENT MEXICO,
S.
 DE R.L. DE C.V.

 	 
	 	By:  	/s/ Bass C. Wallace	 
	 	 	Name:  	Bass C. Wallace 	 
	 	 	Title:  	Secretary 	 
	 
	 	TETRA TECHNOLOGIES INC.

 	 
	 	By:  	/s/
Stuart M. Brightman	 
	 	 	Name:  	Stuart M. Brightman 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT






 









 








SCHEDULE 1




U.S. SERVICE COMPRESSOR UNITS



1-1







 









 








SCHEDULE 2




CANSUB EQUIPMENT



2-1



 









 





SCHEDULE 3




INDONESIAN EQUIPMENT and INDONESIAN CONTRACTS



3-1



 









 





SCHEDULE 4




DOMESTIC SERVICES CONTRACTS



4-1




 









 








SCHEDULE 5




U.S. LEASEHOLD INTERESTS



5-1




 









 








SCHEDULE 6




U.S. SERVICE EQUIPMENT



6-1



 









 





SCHEDULE 7




MLP SUB BUSINESS



7-1







 









 








SCHEDULE 8




OTHER ASSETS & LIABILITIES



8-1



 









 





SCHEDULE 9




TII EQUIPMENT



9-1