CREDIT AGREEMENT Dated as of August 4, 2014 among COMPRESSCO PARTNERS, L.P. and COMPRESSCO PARTNERS SUB, INC., as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, L/C Issuer, and Swing Line Lender, Barclays Bank PLC,...Credit Agreement • August 4th, 2014 • Compressco Partners, L.P. • Oil & gas field services, nec • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into as of August 4, 2014, among COMPRESSCO PARTNERS, L.P., a Delaware limited partnership (“Compressco LP”), COMPRESSCO PARTNERS SUB, INC., a Delaware corporation (“Sub Inc.”, and together with Compressco LP, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, L/C Issuer, and Swing Line Lender, CAPITAL ONE, NA and CREDIT SUISSE AG, each as Co-Documentation Agents, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and WELLS FARGO BANK, N.A., each as Co-Syndication Agents and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Arranger.
COMPRESSCO PARTNERS, L.P., COMPRESSCO FINANCE INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.25% SENIOR NOTES DUE 2022 INDENTURE Dated as of August 4, 2014 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • August 4th, 2014 • Compressco Partners, L.P. • Oil & gas field services, nec • New York
INDENTURE dated as of August 4, 2014 among Compressco Partners, L.P., a Delaware limited partnership (the “Company”), Compressco Finance Inc., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Compressco Partners, L.P., Compressco Finance Inc., The Guarantors listed on Schedule A hereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of August 4, 2014Registration Rights Agreement • August 4th, 2014 • Compressco Partners, L.P. • Oil & gas field services, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of July 29, 2014 (the “Purchase Agreement”), by and among the Obligors and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers, as supplemented by the Purchase Agreement Joinder, dated as of August 4, 2014, by and among the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Obligors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement as set forth in Section 5(f) of the Purchase Agreement.
PURCHASE AGREEMENTPurchase Agreement • August 4th, 2014 • Compressco Partners, L.P. • Oil & gas field services, nec • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), from the Issuers to the Depositary.
PURCHASE AGREEMENT JOINDERPurchase Agreement • August 4th, 2014 • Compressco Partners, L.P. • Oil & gas field services, nec • New York
Reference is made to the purchase agreement, dated as of July 29, 2014 (the “Purchase Agreement”), initially by and among Compressco Partners, L.P., a Delaware limited partnership (the “Partnership”), and Compressco Finance Inc., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the guarantors named therein and you, as representatives of the several initial purchasers (the “Initial Purchasers”), concerning the purchase of the Securities (as defined in the Purchase Agreement) by the several Initial Purchasers from the Issuers. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Purchase Agreement.
