Exhibit 3.1
AMENDMENT NO. 2 TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CSI COMPRESSCO LP
December 24, 2018
This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of CSI Compressco LP, a Delaware limited partnership (the “Partnership”), dated as of August 8, 2016, as amended by Amendment No. 1 thereto dated as of November 5, 2018 (as amended, the “Partnership Agreement”), is entered into effective as of December 24, 2018, by CSI Compressco GP Inc., a Delaware corporation (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
RECITALS
WHEREAS, the General Partner desires to amend certain provisions in Section 5.12(b)(iv)(B) of the Partnership Agreement;
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect;provided,however, that any amendment that would change, modify or amend, whether or not such change, modification or amendment would have a material adverse effect on, the rights or preferences of the Series A Preferred Units must be approved by the affirmative vote or prior written consent of the Series A Required Holders as contemplated by Section 13.3(f) of the Partnership Agreement;
WHEREAS, Section 5.12(b)(ii)(B) of the Partnership Agreement provides that the affirmative vote or prior written consent of the Record Holders of the Series A Required Voting Percentage shall be required for any amendment to the Partnership Agreement that is adverse to any of the rights, preferences and privileges of the Series A Preferred Units; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect other than the Series A Preferred Unitholders and the Record Holders of the Series A Required Voting Percentage have consented in writing to the adoption of this Amendment in accordance with Section 5.12(b)(ii)(B) of the Partnership Agreement.
NOW, THEREFORE, the General Partner hereby amends the Partnership Agreement as follows:
Section 1. Amendment. Section 5.12(b)(iv)(B) of the Partnership Agreement is hereby amended and restated in its entirety as follows:
