Bond Compressco CSI LP 7.25% ( US20467BAB53 ) in USD

Issuer Compressco CSI LP
Market price 100 %  ▲ 
Country  United States
ISIN code  US20467BAB53 ( in USD )
Interest rate 7.25% per year ( payment 2 times a year)
Maturity 14/08/2022 - Bond has expired



Prospectus brochure of the bond CSI Compressco L.P./CSI Compressco Finance Inc US20467BAB53 in USD 7.25%, expired


Minimal amount 2 000 USD
Total amount 350 000 000 USD
Cusip 20467BAB5
Standard & Poor's ( S&P ) rating CCC ( Extremely speculative )
Moody's rating Caa3 ( Default imminent with little prospect for recovery )
Detailed description CSI Compressco LP is a leading provider of natural gas compression services and equipment, offering a comprehensive range of solutions for the energy industry, including rentals, sales, and service.

The Bond issued by Compressco CSI LP ( United States ) , in USD, with the ISIN code US20467BAB53, pays a coupon of 7.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2022

The Bond issued by Compressco CSI LP ( United States ) , in USD, with the ISIN code US20467BAB53, was rated Caa3 ( Default imminent with little prospect for recovery ) by Moody's credit rating agency.

The Bond issued by Compressco CSI LP ( United States ) , in USD, with the ISIN code US20467BAB53, was rated CCC ( Extremely speculative ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-204654


PROSPECTUS
CSI Compressco LP
CSI Compressco Finance Inc.
Offer to Issue
Up to $350,000,000 of
7.25% Senior Notes due 2022
That Have Been Registered Under
the Securities Act of 1933
("new notes")
In Exchange For
Up to $350,000,000 of
7.25% Senior Notes due 2022
That Have Not Been Registered Under
the Securities Act of 1933
("old notes")


Terms of the New Notes:

· The terms of the new notes are identical to the terms of the old notes that were issued in August 2014, except that the new notes will be

registered under the Securities Act of 1933, as amended, or the Securities Act, and therefore freely tradable, and will not contain
restrictions on transfer, registration rights or provisions for additional interest.
Terms of the Exchange Offer:


· We are offering to issue new notes in exchange for the same principal amount of old notes.


· Interest on the new notes will accrue at the rate of 7.25% per annum, and will be payable on February 15 and August 15 of each year.


· The exchange offer expires at 5:00 p.m., New York City time, on July 17, 2015, unless extended.


· Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

· Your exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes. Please read "Certain U.S.

Federal Income Tax Consequences."


You should carefully consider the risks set forth under "Risk Factors" beginning on page 9 of this prospectus
for a discussion of factors you should consider before participating in the exchange offer.

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Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus is June 18, 2015.
Table of Contents
This prospectus is part of a registration statement we filed with the SEC. In making your investment decision, you should rely only on the
information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any
other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities or
soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer
or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the
information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.
Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

i
CAUTIONARY STATEMENT--REGARDING FORWARD-LOOKING STATEMENTS

ii
PROSPECTUS SUMMARY

1
RISK FACTORS

9
PROPERTIES
26
EXCHANGE OFFER
27
RATIO OF EARNINGS TO FIXED CHARGES
32
USE OF PROCEEDS
33
UNAUDITED PRO FORMA, AS ADJUSTED CONDENSED COMBINED FINANCIAL INFORMATION
34
SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
38
DESCRIPTION OF BUSINESS
39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
48
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
67
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
69
EXECUTIVE COMPENSATION
74
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
101
DESCRIPTION OF NOTES
105
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
163
LEGAL MATTERS
164
EXPERTS
164
INDEX TO FINANCIAL STATEMENTS
F-i
LETTER OF TRANSMITTAL
A-1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports and other information with the SEC. You may read and copy any materials we file at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on their
Public Reference Room. Our SEC filings are also available at the SEC's website at http://www.sec.gov, which contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC. You can also obtain information about us at
the offices of the NASDAQ Stock Market, One Liberty Plaza, 165 Broadway, New York, New York 10006, or on our website at
http://www.compressco.com. Information on our website or any other website is not incorporated by reference into this prospectus and does not
constitute a part of this prospectus unless specifically so designated and filed with the SEC.

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Table of Contents
You may request a copy of the notes and the indenture governing the notes, and we will provide such document to you at no cost, by
contacting us at:
CSI Compressco LP
P.O. Box 60760
Midland, Texas 79711
Attn: Investor Relations
Tel: (432) 563-1170
CAUTIONARY STATEMENT--REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of the U.S.
federal securities laws. We have based these forward-looking statements largely on our current expectations and projections about future events
and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, among other things, the risk factors discussed in this prospectus under the caption "Risk Factors" and in
our Annual Report on Form 10-K for the year ended December 31, 2014 (our "2014 Annual Report") and other factors, most of which are beyond
our control.
When used herein, the words "assume," "may," "will," "should," "goal," "anticipate," "expect," "estimate," "could," "believe," "seek,"
"plan," "intend," "project" or "target" and similar expressions that convey the uncertainty of future events or outcomes are intended to identify
such forward-looking statements.
Where any forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we
caution that, while we believe these assumptions or bases to be reasonable and to have been made in good faith, assumed facts or bases almost
always vary from actual results, and the difference between assumed facts or bases and actual results could be material, depending on the
circumstances. It is important to note that actual results could differ materially from those projected by such forward-looking statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable and such forward-looking statements
are based upon the best data available on the date this prospectus is filed with the SEC, we cannot assure you that such expectations will prove
correct. Although it is not possible to identify all of the risks we encounter, we have identified the following significant risk factors that could
affect our business, including our results of operations, cash provided by operations and the level of cash distributions:


· economic and operating conditions that are outside of our control, including the supply, demand, and prices of crude oil and natural gas;


· the levels of competition we encounter;


· the activity levels of our customers;


· the availability of adequate sources of capital to us;


· our ability to comply with contractual obligations, including those under our financing arrangements;


· our operational performance;


· risks related to acquisitions and our growth strategy, including our recent acquisition of Compressor Systems, Inc.;


· the availability of raw materials and labor at reasonable prices;


· risks related to our foreign operations;

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· the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies; and


· other risks and uncertainties including those described under "Risk Factors."
All readers are cautioned that the forward-looking statements contained in this prospectus are not guarantees of future performance, and our
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expectations may not be realized or the forward-looking events and circumstances may not occur. Actual results may differ materially from those
anticipated or implied in the forward-looking statements due to factors described elsewhere in this prospectus, including under the heading "Risk
Factors" in this prospectus. You should not put any undue reliance on any forward-looking statements. All forward-looking statements included in
this prospectus are made only as of the date hereof. Except as required by state and federal securities laws, we undertake no obligation to update or
revise any forward-looking statements as a result of information, future events or otherwise.

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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that you should
consider. You should carefully read this entire prospectus for a more complete understanding of our business, the terms of this offering and
the terms of the notes, as well as the tax and other considerations that are important in making your investment decision. You should also read
"Risk Factors" contained in this prospectus for more information about important risks that you should consider.
For the purpose of this prospectus, unless the context requires otherwise, when we refer to "we," "us," "our," and "the Partnership,"
we are describing CSI Compressco LP and its wholly owned subsidiaries on a consolidated basis. References to "CSI Compressco GP" or
"our general partner" refer to our general partner, CSI Compressco GP Inc. References to "TETRA" refer to TETRA Technologies, Inc. and
TETRA's controlled subsidiaries, other than us. References to "Compressco" refer to Compressco, Inc. and its controlled subsidiaries, other
than us. References to "TETRA International" refer to TETRA International Incorporated and TETRA International's controlled subsidiaries,
other than us. References to "CSI Compressco Predecessor" or "our Predecessor" refer to the predecessor of CSI Compressco LP for
accounting purposes. Our Predecessor consists of (1) all the historical assets, liabilities and operations of Compressco, combined with
(2) certain assets, liabilities and operations of TETRA International conducting wellhead compression-based production enhancement
services and related well monitoring and automated sand separation services in Mexico. For the purpose of this prospectus, unless the context
requires otherwise, references to "CSI" refer to Compressor Systems, Inc. and its subsidiaries.
In this prospectus, we refer to the notes to be issued in the exchange offer as the "new notes" and the notes issued in August 2014 as
"old notes." We refer to the new notes and the old notes collectively as the "notes."
CSI Compressco LP
We are a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing, and
storage. Our compression and related services business includes a fleet of over 6,000 compressor packages providing in excess of 1.0 million
in aggregate horsepower, utilizing a full spectrum of low-, medium-, and high-horsepower engines. In certain Latin American markets, we
also provide well monitoring services and automated sand separation services in connection with our primary low-horsepower compression
services. Our equipment and parts sales business includes the fabrication and sale of standard compressor packages, custom-designed
compressor packages, and engine-driven oilfield fluid pump systems designed and fabricated primarily at our facilities in Midland, Texas and
Oklahoma City, Oklahoma, as well as the sale of compressor parts and components manufactured by third-party suppliers. Our aftermarket
services business provides compressor package operation, maintenance, overhaul and reconfiguration services. Our customers comprise a
broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of
the onshore producing regions of the United States as well as in a number of foreign countries, including Mexico, Canada, and Argentina.
CSI Compressco Finance Inc. was incorporated under the laws of the State of Delaware in 2014, is 100% owned by CSI Compressco
Sub Inc., a wholly owned subsidiary of CSI Compressco LP, and has no assets or current operations and has been formed for the sole purpose
of acting as a co-issuer of debt securities and therefore falls within the meaning of a "minor" subsidiary under Rule 3-10(h) of Regulation S-
X. Its activities are limited to co-issuing debt securities and engaging in other activities incidental thereto.
Our principal executive offices are located at 3809 S. FM 1788, Midland, Texas, 79706, and our telephone number is (432) 563-1170.
Our website is http://www.compressco.com. Information on our website or any other website is not incorporated by reference into this
prospectus and does not constitute a part of this prospectus.
For additional information as to our business, properties and financial condition please refer to the documents cited in "Where You Can
Find More Information."


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Table of Contents
The Exchange Offer
On August 4, 2014, we completed a private offering of the old notes. We entered into a registration rights agreement with the initial
purchasers in the private offering pursuant to which we agreed to deliver to you this prospectus and to use commercially reasonable efforts to
complete the exchange offer on or before August 4, 2015.

Old Notes
$350 million aggregate principal amount of 7.25% Senior Notes due 2022, issued
pursuant to Rule 144A and Regulation S promulgated under the Securities Act. Transfer
restrictions apply to the old notes.

New Notes
Up to $350 million aggregate principal amount of 7.25% Senior Notes due 2022. The
terms of the new notes are identical to the terms of the old notes, except that the new
notes will be registered under the Securities Act, and will not have restrictions on
transfer, registration rights or provisions for additional interest.

Except as provided below, we believe that the new notes may be offered for resale,

resold and otherwise transferred by you without compliance with the registration and
prospectus delivery provisions of the Securities Act provided that:


· the new notes are being acquired in the ordinary course of business,

· you are not participating, do not intend to participate, and have no arrangement or

understanding with any person to participate in the distribution of the new notes
issued to you in the exchange offer,


· you are not our affiliate, and

· you are not a broker-dealer tendering old notes acquired directly from us for your

account.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action
letters issued to third parties that are not related to us. The SEC has not considered this
exchange offer in the context of a no-action letter, and we cannot assure you that the
SEC would make similar determinations with respect to this exchange offer. If any of
these conditions are not satisfied, or if our belief is not accurate, and you transfer any
new notes issued to you in the exchange offer without delivering a resale prospectus

meeting the requirements of the Securities Act or without an exemption from registration
of your new notes from those requirements, you may incur liability under the Securities
Act. We will not assume, nor will we indemnify you against, any such liability. Each
broker-dealer that receives new notes for its own account in exchange for old notes,
where the old notes were acquired by such broker-dealer as a result of market-making or
other trading activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new notes. See "Plan of Distribution."


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Exchange Offer
We are offering to issue freely tradable new notes in exchange for the same principal
amount of old notes. The old notes may be tendered only in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. We will issue new notes in
exchange for all old notes that are validly tendered and not withdrawn prior to the
expiration of the exchange offer. We will cause the exchange to be effected promptly
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after the expiration date of the exchange offer.

The new notes will evidence the same debt as the old notes and will be issued under and
entitled to the benefits of the same indenture that governs the old notes. Because we

have registered the offers and sales of the new notes, the new notes will not be subject to
transfer restrictions, and holders of old notes that have tendered and had their
outstanding notes accepted in the exchange offer will have no further registration rights.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on July 17, 2015,
unless we decide to extend it.

Conditions to the Exchange Offer
The registration rights agreement does not require us to accept old notes for exchange if
the exchange offer, or the making of any exchange by a holder of the old notes, would
violate any applicable law or interpretation of the staff of the SEC. The exchange offer
is not conditioned on a minimum aggregate principal amount of old notes being
tendered. Please read "Exchange Offer--Conditions to the Exchange Offer" for more
information about the conditions to the exchange offer.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The
Depository Trust Company, or DTC, for tendering notes held in book-entry form. These
procedures for using DTC's Automated Tender Offer Program, or ATOP, require that
(i) the exchange agent receive, prior to the expiration date of the exchange offer, a
computer generated message known as an "agent's message" that is transmitted through
ATOP, and (ii) DTC confirms that:


· DTC has received your instructions to exchange your notes; and


· you agree to be bound by the terms of the letter of transmittal.


By transmitting an agent's message, you will represent to us that, among other things:


· the new notes you receive will be acquired in the ordinary course of your business;

· you are not participating, and you have no arrangement with any person or entity to

participate, in the distribution of the new notes;

· you are not our "affiliate," as defined in Rule 405 under the Securities Act, or a

broker-dealer tendering old notes acquired directly from us for resale pursuant to
Rule 144A or any other available exemption under the Securities Act; and


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· if you are not a broker-dealer, that you are not engaged in and do not intend to

engage in the distribution of the new notes.

For more information on tendering your old notes, please refer to the section in this

prospectus entitled "Exchange Offer--Terms of the Exchange Offer," "--Procedures
for Tendering" and "Description of Notes--Book-Entry, Delivery and Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration date of
the exchange offer. To withdraw, you must submit a notice of withdrawal to the
exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the
expiration date of the exchange offer. Please refer to the section in this prospectus
entitled "Exchange Offer--Withdrawal of Tenders."
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Acceptance of Old Notes and Delivery of New Notes If you fulfill all conditions required for proper acceptance of old notes, we will accept
any and all old notes that you properly tender in the exchange offer on or before
5:00 p.m., New York City time, on the expiration date of the exchange offer. We will
return any old notes that we do not accept for exchange to you without expense
promptly after the expiration date of the exchange offer and acceptance of the old notes
for exchange. Please refer to the section in this prospectus entitled "Exchange Offer--
Terms of the Exchange Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this
prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We are
making this exchange offer solely to satisfy our obligations under our registration rights
agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your old notes in this exchange offer, you will no longer be able
to require us to register the old notes under the Securities Act except in limited
circumstances provided under the registration rights agreement. In addition, you will not
be able to resell, offer to resell or otherwise transfer the old notes unless we have
registered the old notes under the Securities Act, or unless you resell, offer to resell or
otherwise transfer them under an exemption from the registration requirements of, or in
a transaction not subject to, the Securities Act.

U.S. Federal Income Tax Considerations
The exchange of old notes for new notes in the exchange offer will not be a taxable
event for U.S. federal income tax purposes. Please read "Certain U.S. Federal Income
Tax Consequences."

Exchange Agent
We have appointed U.S. Bank National Association as exchange agent for the exchange
offer. You should direct questions and requests for assistance, as well as requests for
additional copies of this


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prospectus or the letter of transmittal, to the exchange agent addressed as follows: U.S.
Bank National Association, Corporate Trust Services, Attention: Specialized Finance

Department, 111 Fillmore Ave. E., St. Paul, MN 55107. Eligible institutions may make
requests by facsimile at (651) 466-7372, and may confirm facsimile delivery by calling
(800) 934-6802.


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Terms of the New Notes
The new notes will be identical to the old notes, except that the new notes will be registered under the Securities Act and will not have
restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old notes,
and the same indenture will govern the new notes and the old notes.
The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the
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information that is important to you. For a more complete understanding of the new notes, please refer to the section of this prospectus
entitled "Description of Notes."

Issuers
CSI Compressco LP and CSI Compressco Finance Inc.

CSI Compressco Finance Inc., incorporated under the laws of the State of Delaware in
2014, is a wholly owned indirect subsidiary of CSI Compressco LP and has no assets or

current operations. CSI Compressco Finance Inc. was incorporated for the sole purpose
of acting as a co-issuer of debt securities.

Notes Offered
$350 million aggregate principal amount of the Issuers' 7.25% Senior Notes due 2022.

Maturity Date
August 15, 2022.

Interest
7.25% per annum, payable semi-annually in arrears on February 15 and August 15 of
each year, beginning August 15, 2015.

Ranking
Like the old notes, the new notes will be the unsecured unsubordinated obligations of the
Issuers. Accordingly, they will rank:

· pari passu in right of payment with all existing and future unsecured

unsubordinated indebtedness of the Issuers;


· senior in right of payment to any future subordinated indebtedness of the Issuers;


· structurally subordinated to all obligations of any of the Issuers' subsidiaries; and

· effectively junior in right of payment to all existing and future secured

indebtedness of the Issuers, to the extent of the value of the assets of the Issuers
constituting collateral securing such indebtedness.


The guarantees rank:

· pari passu in right of payment with all existing and future unsecured

unsubordinated indebtedness of each guarantor;

· senior in right of payment to any future subordinated indebtedness of each

guarantor; and

· effectively junior in right of payment to all existing and future secured

indebtedness of each guarantor, to the extent of the value of the assets of each
guarantor constituting collateral securing such indebtedness.


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Optional Redemption
Beginning on August 15, 2017, we may redeem some or all of the notes at the
redemption prices listed under "Description of Notes--Optional Redemption" plus
accrued and unpaid interest, if any, on the notes to the date of redemption.

At any time prior to August 15, 2017, we may redeem up to 35% of the aggregate
principal amount of the notes with a cash amount equal to the net cash proceeds of
certain sales of our equity securities at 107.250% of the principal amount, plus accrued

and unpaid interest, if any, to the date of redemption. We may make that redemption
only if, after the redemption, at least 65% of the aggregate principal amount of the notes
originally issued remains outstanding and the redemption occurs within 180 days of the
closing of an equity offering. See "Description of Notes--Optional Redemption."
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We may, from time to time prior to August 15, 2017, redeem all or a part of the notes,
at a redemption price equal to 100% of the aggregate principal amount of the notes

redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any, to the
date of redemption.

Change of Control
If we experience certain kinds of changes of control, we must give holders of the notes
the opportunity to sell us their notes at 101% of their principal amount, plus accrued and
unpaid interest, if any.

Covenants
The indenture governing the notes contains certain covenants limiting our ability and the
ability of our restricted subsidiaries to, under certain circumstances:

· pay distributions on, purchase or redeem our common units or purchase or redeem

our subordinated debt;

· incur or guarantee additional indebtedness or issue certain kinds of preferred equity

securities;


· create or incur certain liens securing indebtedness;

· enter into agreements that restrict distributions or other payments from our

restricted subsidiaries to us;


· consolidate, merge or transfer all or substantially all of our assets; and


· engage in transactions with affiliates.

These covenants are subject to important exceptions and qualifications as described in

this prospectus under the caption "Description of Notes--Covenants."

Absence of Established Market for the New Notes
The new notes generally will be freely transferable and will be fungible with the notes
originally issued under the indenture governing the notes. There can be no assurance as
to the development, maintenance or liquidity of any market for the new notes.

We do not intend to apply for a listing of the new notes on any securities exchange or

for the inclusion of the new notes on any automated dealer quotation system.


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Ratio of Earnings to Fixed Charges
The table below sets forth our ratio of earnings to fixed charges for the periods presented.

CSI Compressco LP


Predecessor

CSI Compressco LP

Year Ended
Three


December 31,

Year Ended December 31,

Months
Ended
March 31,


2010

2011
2012
2013
2014
2015

Ratio of earnings to fixed charges


1.21x
2.78x
87.71x
29.48x
1.45x

1.27x
For purposes of calculating the ratio of consolidated earnings to fixed charges:

·
"earnings" is the aggregate of the following items: pre-tax income from continuing operations before adjustment for income or loss

from equity investees; plus fixed charges; plus amortization of capitalized interest; and less capitalized interest; and

·
"fixed charges" means the sum of the following: interest expensed and capitalized; amortized premiums, discounts and capitalized
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expenses related to indebtedness; and an estimate of the interest within rental expense. Fixed charges are not reduced by any allowance
for funds used during construction.

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RISK FACTORS
An investment in the notes involves a high degree of risk. Before deciding to invest in the notes, you should consider carefully the risks and
uncertainties described below with all of the other information provided elsewhere in this prospectus. While these are the risks and uncertainties
we believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or which may
adversely affect our business. If any of these risks actually occur, our business, financial condition or results of operations could be materially
adversely affected.
Risks Related to Investing in the New Notes
If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer old notes will remain
restricted and may be adversely affected.
We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with respect to your tender of old notes.
If you do not exchange your old notes for new notes pursuant to the exchange offer, the old notes you hold will continue to be subject to the
existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to,
the Securities Act and applicable state securities laws. We do not plan to register old notes under the Securities Act unless our registration rights
agreement with the initial purchasers of the old notes requires us to do so. Further, if you continue to hold any old notes after the exchange offer is
consummated, you may have trouble selling them because the principal amount of the currently outstanding old notes may be reduced as a result of
the exchange offer.
Restrictions in our Credit Agreement and the indenture governing the notes could adversely affect our business, financial condition, results of
operations, ability to make distributions to unitholders and the value of our units.
As of May 22, 2015, the outstanding borrowings, including $1.1 million of letters of credit, under our Credit Agreement, dated August 4, 2014 (the
"Credit Agreement") which we entered to in connection with the acquisition of CSI, were approximately $224.1 million. Our Credit Agreement
has a borrowing capacity of up to $400 million. We depend on the earnings and cash flow generated by our operations to meet our debt service
obligations. Payments of principal and interest on our debt reduce cash available for distribution on our units. The operating and financial
restrictions and covenants applicable to the Credit Agreement and the indenture governing the notes restrict our ability to take certain actions.
Violations of these restrictions may result in our inability to borrow under the Credit Agreement, including to fund distributions (if we elected to
do so). For example, the Credit Agreement and the indenture governing the notes restricts our ability to, among others:


· incur certain additional debt or issue certain guarantees;


· incur or permit certain liens to exist;


· conduct businesses that are not substantially similar or related to our current business;


· pay dividends or make other distributions;


· make certain loans, investments, acquisitions, or other restricted payments;


· cancel, terminate or modify certain material agreements;


· dispose of assets outside the ordinary course of business;


· enter into sale-leaseback transactions;


· enter into certain hedging contracts and certain other prohibited contracts;

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