tti-ex101_24.htm

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 30, 2021, is by and among TETRA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and certain of its Subsidiaries party hereto, collectively, as Borrowers (together with the Company, the “Existing Borrowers”), TETRA Technologies U.K. Limited, a limited liability company incorporated in England and Wales with company number 01774672 (the “New Borrower” and, together with the Existing Borrowers, the “Borrowers” and each, a “Borrower”), COMPRESSCO FIELD SERVICES, L.L.C., an Oklahoma limited liability company (“Field Services”), COMPRESSCO TESTING, L.L.C., an Oklahoma limited liability company (“Testing” and together with Field Services, the “New Guarantors” and each a “New Guarantor”), the other Loan Parties party hereto, the Lenders party hereto, the Issuing Banks party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Company entered into that certain Credit Agreement dated as of September 10, 2018, by and among the Borrowers party thereto, the other Loan Parties party thereto, the Administrative Agent, the Lenders party thereto, and the Issuing Banks party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement , as amended by this Amendment, the “Credit Agreement”; capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Credit Agreement);

WHEREAS, the Borrowers have requested that the Administrative Agent, the Lenders, and the Issuing Banks enter into this Amendment to amend the Existing Credit Agreement for certain purposes as provided herein; and

WHEREAS, the Administrative Agent, the Lenders, the Issuing Banks, and the Borrowers have agreed to amend the Existing Credit Agreement as provided herein, on and subject to the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrowers, the Administrative Agent, the Lenders, and the Issuing Banks hereby agree as follows:

SECTION 1. Amendments. Subject to the satisfaction (or waiver in writing) of each condition precedent set forth in Section 5 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Existing Credit Agreement shall be amended effective as of the Second Amendment Effective Date in the manner provided in this Section 1.

1.1Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended by deleting the red, stricken text (indicated textually in the same manner as the following example: ~~red, stricken text~~) therefrom and by adding the blue, double-underlined text (indicated in the same manner as the following example: blue, double-underlined text) thereto, in each case, as set forth on Exhibit A attached hereto.

1.2Amendments to Existing Credit Agreement Exhibits. Exhibit A and Exhibit G to the Existing Credit Agreement are hereby amended by deleting the red, stricken text (indicated textually in the same manner as the following example: ~~red, stricken text~~) therefrom and by adding the blue, double-underlined text (indicated in the same manner as the following example: blue, double-underlined text) thereto, in each case, as set forth on Exhibit B attached hereto.

SECTION 2. Decrease of Commitments. The Lenders have agreed among themselves to, among other things, permit one or more of the Lenders to decrease their respective Commitments under the Credit Agreement (each a “Decreasing Lender”). Each of the Administrative Agent, each Lender, each Borrower, and each other Credit Party hereby consents to the decrease in each Decreasing Lender’s Commitment as contemplated by this Amendment and as set forth on the Commitment Schedule attached to the Credit Agreement, as amended by this Amendment. On the date this Amendment becomes effective and after giving effect to such decrease of the Commitments, the Applicable Percentage of each Lender shall be as set forth on the Commitment Schedule attached to the Credit Agreement, as amended by this Amendment. Each Lender hereby consents to the Applicable Percentages and the Commitments set forth on the Commitment Schedule attached to the Credit Agreement, as amended by this Amendment.

SECTION 3. Joinder of New Borrower. The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a UK Borrower for all purposes of the Credit Agreement and shall have all of the obligations of a UK Borrower thereunder as if it had executed the Credit Agreement on the Effective Date in such capacity. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including, without limitation, all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, all of the covenants set forth in Article V and Article VI of the Credit Agreement and all of the guaranty obligations set forth in Article X of the Credit Agreement, in each case, as applicable to the New Borrower. Without limiting the generality of the foregoing terms of this Section 3, the New Borrower, subject to the limitations set forth in Sections 10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other UK Borrowers, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the UK Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the UK Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Borrower will, jointly and severally together with the other UK Borrowers, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the UK Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The New Borrower hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Borrower upon the execution of this Amendment by the New Borrower.

SECTION 4. Joinder of New Guarantors. Each New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such New Guarantor will be deemed to be a U.S. Loan Guarantor for all purposes of the Credit Agreement and shall have all of the obligations of a U.S. Loan Guarantor thereunder as if it had executed the Credit Agreement on the Effective Date in such capacity. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the U.S. Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Article V and Article VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement, in each case, as applicable to such New Guarantor. Without limiting the generality of the foregoing terms of this Section 4, each New Guarantor, subject to the limitations set forth in Sections 10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other U.S. Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), such New Guarantor will, jointly and severally together with the other U.S. Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Each New Guarantor hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by such New

SECTION 5. Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment, the reallocation and decrease of the Commitments contained in Section 2 of this Amendment, the joinder of the New Borrower contained in Section 3 of this Amendment, and the joinder of the New Guarantors contained in Section 4 of this Amendment, in each case, shall be effective upon the satisfaction (or waiver in writing) of each of the conditions set forth in this Section 5.

5.1Execution and Delivery. Each Loan Party, the Administrative Agent, the Issuing Banks, and each of the Lenders shall have executed and delivered this Amendment.

5.2No Default. After giving effect to the amendments contained herein, no Default shall have occurred and be continuing.

5.3Fees. The Borrowers shall have paid to the Administrative Agent the fees separately agreed upon by the Administrative Agent and the Borrowers and invoiced to the Borrowers on or prior to the date hereof, including fully earned and nonrefundable upfront fees for the benefit of the Lenders set forth in that certain Fee Letter, dated as of June 22, 2021, between the Administrative Agent and the Company.

5.4Amendment to Intercreditor Agreement. Each Loan Party party thereto, the Administrative Agent and the Term Loan Agent shall have executed and delivered an amendment to the Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent.

5.5UK Collateral Documentation. The New Borrower shall have executed and delivered the UK Debenture and such other documentation required under the Credit Agreement to be executed and delivered by the New Borrower on the date hereof.

5.6KYC Information. The Administrative Agent shall have received from the New Borrower all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the beneficial ownership regulations (31 CFR §1010.230)), as requested by the Administrative Agent in accordance with the Credit Agreement.

5.7Representations and Warranties. The representations and warranties of the Borrowers set forth in Section 7 of this Amendment are true and correct.

5.8Certificates. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization or incorporation, existence and (if applicable) good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

5.9Opinions of Counsel. The Borrowers shall have furnished to the Administrative Agent opinions of U.S. counsel to the U.S. Loan Parties in form and substance satisfactory to the Administrative Agent and Lenders, covering such matters relating to the U.S. Loan Parties, this Amendment and the transactions contemplated hereby (other than as to English law) as the Administrative Agent and Lenders may reasonably request, and the Borrowers hereby request that such counsel deliver such opinion.

5.10English Law Legal Opinion. The Administrative Agent shall have received a written opinion of Norton Rose Fulbright LLP, counsel to the Administrative Agent as to English law, in form and substance satisfactory to the Administrative Agent.

5.11Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

5.12Legal Matters Satisfactory. All legal matters incident to the consummation of the transactions contemplated hereby shall be reasonably satisfactory to special counsel for the Administrative Agent.

The Administrative Agent is hereby authorized and directed to declare this Amendment effective when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 (or the waiver of such conditions in accordance with Section 9.02(b) of the Existing Credit Agreement). Such declaration shall be final, conclusive, and binding upon all of the parties to the Credit Agreement for all purposes.

6.1Control Agreements. On or before the date that is forty-five (45) days after the date of this Amendment (or such later date as the Administrative Agent may agree), the Administrative Agent shall have received each Deposit Account Control Agreement required to be delivered pursuant to Section 5.18(d) of the Credit Agreement.

SECTION 7. Representations and Warranties of the Borrowers. To induce the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Lenders as follows:

7.1Reaffirmation of Representations and Warranties. Immediately after giving effect to the amendments contained herein, each representation and warranty of such Borrower or any other Loan Party contained in the Credit Agreement or in any other Loan Document shall be true and correct in all material respects on the date of this Amendment (except that any representation or warranty which by its terms was made as of a specified date shall be true and correct in all material respects only as of such specified date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” shall be true and correct in all respects).

7.2Corporate Authority; No Conflicts. The execution, delivery and performance by such Borrower of this Amendment and all other documents, instruments and agreements contemplated in Section 5 to which it is a party (a) are within such Borrower’s corporate, constitutional, or other organizational powers, (b) have been duly authorized by all necessary corporate, constitutional or other organizational actions, (c) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (d) will not violate any Requirement of Law applicable to such Borrower or any Organizational Document of such Borrower, (e) will not violate or result in a default under any indenture, agreement or other instrument governing any Material Indebtedness binding upon such Borrower or the assets of such Borrower, or give rise to a right thereunder to require any payment to be made by such Borrower, and (f) will not result in the creation or imposition of any Lien on any asset of such Borrower, except Liens created pursuant to the Loan Documents.

7.3Enforceability. This Amendment constitutes the valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to, and as may be limited by, applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and other Legal Reservations.

8.1Reaffirmation of Loan Documents and Liens. By its signature below, each Borrower hereby (a) acknowledges and agrees that, except as expressly provided herein, the Credit Agreement and each of the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect, (b) ratifies and reaffirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement and each other Loan Document to which it is a party, (c) ratifies and reaffirms all of the Liens granted by it to secure the payment and performance of any of the Secured Obligations and (d) acknowledges that the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of (i) any right, power or remedy of the Administrative Agent or any Lender under any of the Loan Documents or (ii) any Default now existing or hereafter arising. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement , and each reference in the other Loan Documents to “the Credit Agreement ”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement as modified hereby. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

8.2Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.3Legal Expenses. Notwithstanding anything to the contrary herein, the Borrowers hereby agree to pay all reasonable and documented fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents required to be paid by the Borrowers pursuant to Section 9.03(a) of the Credit Agreement, including further settling of accounts between the Borrowers and the Administrative Agent with respect to such fees and expenses, including any fees and expenses incurred after the period covered by any invoice submitted on the date hereof.

8.4Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. However, this Amendment shall bind no party until each Borrower, the Lenders, the Issuing Banks, and the Administrative Agent have executed a counterpart. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

8.5Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

8.6Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

8.7Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


OTHER LOAN PARTIES:

COMPRESSCO, INC. TETRA APPLIED HOLDING COMPANY TETRA FINANCIAL SERVICES, INC. TETRA FOREIGN INVESTMENTS, LLC TETRA-HAMILTON FRAC WATER SERVICES, LLC TETRA INTERNATIONAL INCORPORATED TETRA MICRONUTRIENTS, INC. TETRA PROCESS SERVICES, L.C. TETRA PRODUCTION TESTING HOLDING LLC TETRA PRODUCTION TESTING SERVICES, LLC

By:	COMPRESSCO, INC., its sole member

By:	/s/ Jacek Mucha
Name:	Jacek Mucha
Title:	Treasurer

______________________________

JPMORGAN CHASE BANK, N.A.
and
BANK OF AMERICA, N.A.,
as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

		Page No.
Section 1.01	Defined Terms	1
Section 1.02	Classification of Loans and Borrowings	4061
Section 1.03	Terms Generally	4161
Section 1.04	Accounting Terms; GAAP	4162
Section 1.05	Pro Forma Adjustments for Acquisitions and Dispositions	4262
Section 1.06	Status of Obligations	4262
Section 1.07	Exchange Rates; ~~Determination~~Currency Equivalents.	63
Section 1.08	Interest Rates; LIBOR Notification	63
Section 1.09	Letter of ~~U.S.~~ ~~Dollar~~Credit Amounts	4265
Section 1.10	Divisions	65

ARTICLE II

THE CREDITS

Section 2.01	Commitments	4365
Section 2.02	Loans and Borrowings	4366
Section 2.03	Requests for Borrowings	4366
Section 2.04	Protective Advances	4467
Section 2.05	Swingline Loans and Overadvances	4568
Section 2.06	Letters of Credit	4670
Section 2.07	Funding of Borrowings	5377
Section 2.08	Interest Elections	5377
Section 2.09	Termination and Reduction of Commitments; Increase in Commitments	5479
Section 2.10	Repayment of Loans; Evidence of Debt	5781
Section 2.11	Prepayment of Loans	5883
Section 2.12	Fees	6085
Section 2.13	Interest	6186
Section 2.14	Alternate Rate of Interest; Illegality	6187
Section 2.15	Increased Costs	6391
Section 2.16	Break Funding Payments	6492
Section 2.17	Withholding of Taxes; Gross-Up	6593
Section 2.18	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	68100
Section 2.19	Mitigation Obligations; Replacement of Lenders	71104
Section 2.20	Defaulting Lenders	72104
Section 2.21	Returned Payments	74106
Section 2.22	Banking Services and Swap Agreements	74106

Section 3.01	Organization; Powers	75107
Section 3.02	Authorization; Enforceability	75107
Section 3.03	Governmental Approvals; No Conflicts	75107
Section 3.04	Financial Condition; No Material Adverse Change	75108
Section 3.05	Properties and Intellectual Property	75108
Section 3.06	Litigation and Environmental Matters	76109
Section 3.07	Compliance with Laws and Agreements; No Default	76109
Section 3.08	Investment Company Status	77109
Section 3.09	Taxes	77109
Section 3.10	ERISA 77; Foreign Pensions	109
Section 3.11	Disclosure	77110
Section 3.12	Material Agreements	78111
Section 3.13	Solvency	78111
Section 3.14	Insurance	78112
Section 3.15	Capitalization and Subsidiaries	79112
Section 3.16	Security Interest in Collateral	79112
Section 3.17	Employment Matters	79113
Section 3.18	Federal Reserve Regulations	80113
Section 3.19	Use of Proceeds	80113
Section 3.20	No Burdensome Restrictions	80113
Section 3.21	Anti-Corruption Laws and Sanctions	80113
Section 3.22	Affiliate Transactions	80114
Section 3.23	Common Enterprise	80114
Section 3.24	Qualified ECP Guarantor	81114
Section 3.25	~~EEA~~Affected Financial Institutions	81114
Section 3.26	Centre of Main Interest and Establishments	114

Section 5.06	Books and Records; Inspection Rights; Field Examinations	91125
Section 5.07	Compliance with Laws and Material Contractual Obligations	92126
Section 5.08	Use of Proceeds	92126
Section 5.09	Accuracy of Information	93127
Section 5.10	Insurance	93127
Section 5.11	Casualty and Condemnation	93127
Section 5.12	Appraisals	93128
Section 5.13	Depository Banks	94128
Section 5.14	Additional Collateral; Further Assurances.	94128
Section 5.15	Designation and Conversion of Restricted and Unrestricted Subsidiaries	95130
Section 5.16	~~Post-Closing Obligations~~	97Reserved
Section 5.17	Designation of Additional Borrowers	97131
Section 5.18	UK Borrower Cash Management Provisions	132
Section 5.19	Notification of Account Debtors	133
Section 5.20	Financial Assistance	133

Section 6.01	Indebtedness	98133
Section 6.02	Liens	~~100~~136
Section 6.03	Fundamental Changes	~~102~~138
Section 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	~~103~~138
Section 6.05	Asset Sales	~~104~~140
Section 6.06	Sale and Leaseback Transactions	~~106~~142
Section 6.07	Swap Agreements	~~106~~142
Section 6.08	Restricted Payments; Certain Payments of Indebtedness	~~106~~142
Section 6.09	Transactions with Affiliates	~~108~~143
Section 6.10	Restrictive Agreements	~~108~~144
Section 6.11	Amendment of Material Documents	~~108~~144
Section 6.12	Fixed Charge Coverage Ratio	~~109~~144

Section 8.03	Duties and Obligations	~~113~~149
Section 8.04	Reliance	~~114~~150
Section 8.05	Actions through Sub-Agents	~~114~~150
Section 8.06	Resignation	~~114~~151
Section 8.07	Non-Reliance ~~115~~; Acknowledgment of Lenders and Issuing Banks	151
Section 8.08	Other Agency Titles	~~116~~154
Section 8.09	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	~~116~~154
Section 8.10	Flood Laws	~~117~~154
Section 8.11	Appointment of Administrative Agent as UK Security Trustee	154

Section 9.01	Notices	~~117~~158
Section 9.02	Waivers; Amendments	~~119~~160
Section 9.03	Expenses; Indemnity; Damage Waiver	~~122~~163
Section 9.04	Successors and Assigns	~~124~~165
Section 9.05	Survival	~~128~~169
Section 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	~~129~~169
Section 9.07	Severability	~~129~~171
Section 9.08	Right of Setoff	~~129~~171
Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	~~130~~171
Section 9.10	WAIVER OF JURY TRIAL	~~130~~172
Section 9.11	Headings	~~131~~172
Section 9.12	Confidentiality	~~131~~172
Section 9.13	Several Obligations; Nonreliance; Violation of Law	~~132~~173
Section 9.14	USA PATRIOT Act ~~132~~; U.K. “Know Your Customer” Checks	174
Section 9.15	Disclosure	~~132~~174
Section 9.16	Appointment for Perfection	~~132~~174
Section 9.17	Interest Rate Limitation	~~133~~175
Section 9.18	Marketing Consent	~~133~~175
Section 9.19	Acknowledgement and Consent to Bail-In of ~~EEA~~Affected Financial Institutions	~~133~~175
Section 9.20	No Fiduciary Duty, etc	~~133~~176
Section 9.21	Acknowledgement Regarding Any Supported QFCs	176
Section 9.22	Judgment Currency	177
Section 9.23	Anti-Money Laundering Legislation	177
Section 9.24	Waiver of Immunity	178
Section 9.25	Process Agent	178

Section 10.01	Guaranty	~~134~~178
Section 10.02	Guaranty of Payment	~~135~~179
Section 10.03	No Discharge or Diminishment of Loan Guaranty	~~135~~179
Section 10.04	Defenses Waived	~~136~~180
Section 10.05	Rights of Subrogation	~~136~~181
Section 10.06	Reinstatement; Stay of Acceleration	~~136~~181
Section 10.07	Information	~~137~~181
Section 10.08	Termination	~~137~~182
Section 10.09	Taxes	~~137~~182
Section 10.10	Maximum Liability	~~137~~182
Section 10.11	Contribution	~~137~~182
Section 10.12	Liability Cumulative	~~138~~183
Section 10.13	Keepwell	~~138~~183

Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Form of Borrowing Base Certificate
Exhibit C	—	Form of Compliance Certificate
Exhibit D-1	—	Form of Joinder Agreement
Exhibit D-2	—	Form of Borrower Assumption Agreement
Exhibit E-1	—	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for
		U.S. Federal Income Tax Purposes)
Exhibit E-2	—	U.S. Tax Certificate (For Non-U.S. Participants that are not
		Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E-3	—	U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships

Commitment Schedule
Schedule 1.01	—	Existing Letters of Credit
Schedule 3.05	—	Properties
Schedule 3.06	—	Disclosed Matters
Schedule 3.09	—	Taxes
Schedule 3.12	—	Material Contracts
Schedule 3.14	—	Insurance
Schedule 3.15	—	Capitalization and Subsidiaries
Schedule 3.22	—	Affiliate Transactions
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.04	—	Existing Investments
Schedule 6.09	—	Existing Transactions
Schedule 6.10	—	Existing Restrictions

CREDIT AGREEMENT dated as of September 10, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement ”) among TETRA TECHNOLOGIES, INC., a Delaware corporation (the “Company ”), and certain of its Subsidiaries party hereto, collectively, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Section 1.01Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.

“Account” ~~has the meaning assigned~~ tomeans (a) with respect to any U.S. Loan Party, “Accounts” (as such term is defined in the U.S. Security Agreement ), and (b) with respect to any UK Borrower, “Book Debts” (as such term is defined in the UK Debenture).

“Acquisition ” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Borrower or any Restricted Subsidiary (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (a) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar governing body of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Acquisition Payment Conditions ” means, with respect to any Permitted Acquisition to be made pursuant to Section 6.04(m), (a) no Default or Event of Default shall have occurred and be continuing on the date of such Permitted Acquisition, or would result immediately after giving effect to such Permitted Acquisition, (b) immediately after giving effect to and at all times during the thirty (30) consecutive day period immediately prior to such Permitted Acquisition, the Borrowers shall have (1) (x) Availability calculated on a pro forma basis immediately after giving effect to such Permitted Acquisition of not less than the greater of (A) 17.5% of the greater of the Borrowing Base and the Commitments or (B) $15,000,000, and (y) a Fixed Charge Coverage Ratio calculated on a pro forma basis immediately after giving effect to such Permitted Acquisition of not less than 1.00 to 1.00 or (2) Availability calculated on a pro forma basis immediately after giving effect to such Permitted Acquisition of not less than the greater of (A) 22.5% of the greater

of the Borrowing Base and the Commitments or (B) $17,500,000 and (c) the Borrower Representative shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to the items described in (a) and (b) above and attaching calculations for item (b).

“Additional Lender Agreement ” has the meaning assigned to such term in Section 2.09(f).

“Adjusted LIBO Rate” means, with respect to any ~~Eurodollar~~Term Benchmark Borrowing for any Interest Period or for any ABR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (a) the Statutory Reserve Rate.

“Administrative Agent ” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent and security trustee for the Lenders hereunder, and any successor administrative agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person.

“Agent Parties ” has the meaning assigned to such term in Section 9.01(d)(ii).

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.

“~~Agreed Currencies” means (~~i ) dollars, (ii) so long as such currencies remain Eligible Currencies, British Pounds Sterling, Canadian Dollars, Japanese Yen, Mexican Pesos, Swiss Francs, and Euros, and (iii) any other Eligible Currency which the Borrower Representative requests the Administrative Agent to include as an Agreed Currency hereunder and which is acceptable to all of the Lenders. ~~For the purposes of this definition, each of the specific currencies referred to in~~ ~~clause (ii), above, shall mean and be deemed to refer to the lawful currency of the jurisdiction referred to in connection with such currency, e.g., “Canadian Dollars” means the lawful currency of~~ ~~Canada.~~“Agreed Currencies ” means dollars and each Alternative Currency.

“Allocable Amount ” has the meaning assigned to such term in Section 10.11(b).

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the LIBO Interpolated Rate) at approximately 11:00 a.m. London time on such day~~, subject to the interest rate floors set forth therein~~. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 ~~hereof~~ (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of ~~clause~~clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Alternative Currency ” means (a) so long as such currency remains an Eligible Currency, British Pounds Sterling, and (b) any other Eligible Currency which the Borrower Representative requests the Administrative Agent to include as an Agreed Currency hereunder and which is acceptable to all of the Lenders; provided that each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted into Dollars. For the purposes of this definition, each of the specific currencies referred to in clause (a), above, shall mean and be deemed to refer to the lawful currency of the jurisdiction referred to in connection with such currency, e.g., “British Pounds Sterling” means the lawful currency of the United Kingdom.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Restricted Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Guaranteed Obligations ” means (a) with respect to the U.S. Loan Guarantors, the Guaranteed Obligations and (b) with respect to the UK Borrowers, the UK Guaranteed Obligations.

“Applicable Percentage ” means, (a) with respect to any Lender, with respect to Revolving Loans, LC Exposure, ~~Swingline Exposure or~~ Overadvance Exposure or Swingline Exposure, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate Commitments of all Lenders (provided that, if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at that time), and (b) with respect to Protective Advance Exposure, a percentage based upon its share of the Aggregate Revolving Exposure and the unused Commitments; provided that, in accordance with Section 2.20, so long

as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under ~~clauses~~clause (a) ~~and~~ ~~(b)~~ above.

“Applicable Period” has the meaning assigned to such term in the definition of “Applicable Rate”.

“Applicable Rate ” means, for any day, with respect to any ABR Loan , Term Benchmark Loan or ~~Eurodollar~~RFR Loan, as the case may be, the applicable rate per annum set forth below under the caption “Revolver ABR Spread” or, “Revolver ~~Eurodollar~~ Term Benchmark Spread” or “RFR (SONIA) Spread”, as the case may be, based upon the Borrowers’ Fixed Charge Coverage Ratio as of the most recent determination date; provided that until the delivery to the Administrative Agent, pursuant to Section 5.01 , of the Company’s consolidated financial information and compliance certificate for the Company’s fiscal quarter ending September 30, ~~2018,~~2021, the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 23:

For purposes of the foregoing, (a) the Applicable Rate shall be determined on a quarterly basis and based upon the Company’s most recent quarterly consolidated financial statements delivered from time to time pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from a change in the Fixed Charge Coverage Ratio shall be effective during the period commencing on and including the first Business Day of the fiscal quarter in which such consolidated financial statements were delivered indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that the Fixed Charge Coverage Ratio shall be deemed to be in Category 3 (i ) at any time that an Event of Default has occurred and is continuing or (ii) at the option of the Administrative Agent or the direction of the Required Lenders, if the Borrowers fail to deliver the consolidated financial statements for any fiscal quarter required to be delivered by it pursuant to Section 5.01 , during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

In the event that any consolidated financial statements or compliance certificate required to be delivered pursuant to Section 5.01 is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an

“Applicable Period ”) than the Applicable Rate applied for such Applicable Period, and only in such case, then the Borrowers shall promptly (and in any event within two (2) Business Days) (A) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (B) determine the Applicable Rate for such Applicable Period based upon the corrected compliance certificate, and (C) pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.18 . The preceding sentence is in addition to the rights of the Administrative Agent and the Lenders with respect to Section 2.13 and Article VII and other of their respective rights under this Agreement.

“Applicable Time ” means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form reasonably acceptable to the Administrative Agent.

“Availability ” means, at any time, an amount equal to (a) the lesser of (i) the aggregate Commitments of all of the Lenders and (ii) the Borrowing Base, in each case, in effect at such time, minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings) at such time.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Commitment” means, at any time, the aggregate Commitments of the Lenders then in effect minus the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its entire Commitment) at such time.

“Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(f).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable ~~EEA~~ Resolution Authority in respect of any liability of an ~~EEA~~Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Banking Services ” means each and any of the following bank services provided to any Loan Party or its Subsidiaries (other than Compressco) by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (a) stored value cards, (a) merchant processing services, and (a) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, cash pooling services ~~and~~, interstate depository network services and foreign exchange and currency management services).

“Banking Services Obligations ” means any and all obligations of the Loan Parties and their Subsidiaries (other than Compressco), whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves ” means all reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“Bankruptcy Event ” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, howsoever described in any jurisdiction, or has had a receiver, conservator, trustee, administrator, monitor, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization, administration or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or any other applicable jurisdiction or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark ” means, initially, with respect to any (a) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (b) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election , as applicable, and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the

applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to ‎Section 2.14(b) or (c).

“Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency or in the case of an Other Benchmark Rate Election, “Benchmark Replacement” shall mean the alternative set forth in (3) below:

(1)in the case of any Loan denominated in Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2)in the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; and

(3)the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower Representative as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i ) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Borrower Representative shall be the term benchmark rate that is used in lieu of a LIBOR-based rate in the relevant other Dollar-denominated syndicated credit facilities; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1)for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a)the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; and

(b)the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2)for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower Representative for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as

the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;

(3)in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower Representative pursuant to ‎Section 2.14(c); or

(4)in the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (Chicago time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.

For the avoidance of doubt, (i ) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all

Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the NYFRB, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with ‎Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with ‎Section 2.14.

“Beneficial Owner ” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such Tax relates.

“~~Board” means the Board of Governors~~ ~~of the Federal Reserve System of the~~ ~~U.S.~~“BHC Act Affiliate ” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

“Board ” means the Board of Governors of the Federal Reserve System of the U.S.

“~~Borrower” or “Borrowers” means, individually or~~ ~~collectively, the Company and any Domestic Subsidiary that on the date hereof is, or hereafter becomes, a party to this Agreement as a Borrower and their successors and permitted assigns~~.“Borrower DTTP Filing” means an HM Revenue & Customs Form DTTP2 duly completed and filed by the relevant UK Borrower, which:

(a)where it relates to a UK Treaty Lender that is a party to this Agreement as a Lender on the Second Amendment Effective Date, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in the Commitment Schedule, and (i ) where the UK Borrower is a party to this Agreement on the Second Amendment Effective Date, is filed with HM Revenue & Customs within 30 days after the Second Amendment Effective Date; or (ii) where the UK Borrower is not a party to this Agreement on the Second Amendment Effective Date, is filed with HM Revenue & Customs within 30 days after the date on which that UK Borrower becomes a party to this Agreement; or

(b)where it relates to a UK Treaty Lender that is not a party to this Agreement as a Lender on the Second Amendment Effective Date, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a party to this Agreement as a Lender, and (i ) where the UK Borrower is a party to this Agreement as at the date on which that UK Treaty Lender becomes a party to this Agreement as a Lender, is filed with HM Revenue & Customs within 30 days after that date; or (ii) where the UK Borrower is not a party to this Agreement as at the date on which that UK Treaty Lender comes a party to this Agreement as a Lender, is filed with HM Revenue & Customs within 30 days after the date on which that UK Borrower becomes a party to this Agreement.

“Borrower Representative ” has the meaning assigned to such term in Section 11.01.

“Borrowers ” means, collectively, the U.S. Borrowers and the UK Borrowers, and “Borrower” means any of the foregoing.

“Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of ~~Eurodollar~~Term Benchmark Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.

“Borrowing Base” means~~, at any time,~~ the sum of: (a) the U.S. Borrowing Base plus (b) the UK Borrowing Base.

~~(b)~~85% of the net orderly liquidation value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent of the Borrowers’ Eligible Inventory at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis; ~~minus~~

~~The Administrative Agent may, in its Permitted Discretion, (~~i~~) reduce the advance rates set forth above, (ii) reduce one or more of the~~ ~~sublimits~~ ~~used in computing the Borrowing Base, (iii) establish additional standards of eligibility or~~ ~~(iv)~~ ~~establish or adjust Reserves. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate~~ ~~delivered to the Administrative Agent pursuant to~~ ~~Section 5.01(f)~~ ~~of this Agreement.~~ No Borrowing Base calculation shall include the Accounts or Inventory of a Person who becomes a Borrower after the Effective Date until completion of applicable field examinations and appraisals with respect to such Person and its Accounts and Inventory satisfactory to the Administrative Agent (which field examinations and appraisals shall not be included in the limits provided in ~~Section 5.06(b)~~).

“Borrowing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.

“Borrowing Request ” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03.

“Burdensome Restriction ” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

“Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Houston, Texas are authorized or required by law to remain closed; provided that, (a) when used in relation to Loans denominated in Sterling and in relation to the calculation or computation of LIBOR, the term “Business Day” shall also exclude any day on which banks are not open for general business in London, (b) when used in relation to RFR Loans and any interest rate settings, fundings , disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, the term “Business Day” shall also exclude any day that is not an RFR Business Day, and (c) when used in connection with a ~~Eurodollar~~ ~~Loan~~Term Benchmark Loan or in relation to the UK Borrowers , the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

“CAM Exchange ” means the exchange of the Lenders’ interests provided for in Article XII.

“CAM Exchange Date ” means the first date on which there shall occur (a) any event referred to in clause (h), (i) or (j) of Article VII with respect to any Borrower or (b) an acceleration of the Loans pursuant to Article VII.

“CAM Percentage ” means, as to each Lender, a fraction, expressed as a percentage, of which (a) the numerator shall be the aggregate U.S. Dollar Amount of the Designated Obligations owed to such Lender (whether or not at the time due and payable) on the date immediately prior to the CAM Exchange Date and (b) the denominator shall be the U.S. Dollar Amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) on the date immediately prior to the CAM Exchange Date.

“Capital Expenditures ” means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Restricted Subsidiaries prepared in accordance with GAAP, but excluding, without duplication, (a) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time, (b) such amounts to the extent financed with insurance or condemnation proceeds received with respect to loss of, damage to or taking of property of any Loan Party and (c) expenditures made with proceeds of any issuance of Equity Interests (other than Disqualified Stock).

“Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be capitalized in accordance with GAAP.

“Cash Dominion Trigger Period” means (a) a period commencing on any date on which Availability shall have been less than the greater of (i ) $10,000,000 and (ii) 12.5% of the lesser of the Borrowing Base and the Commitments and continuing until Availability shall have been in excess of the greater of (i ) $10,000,000 and (ii) 12.5% of the lesser of the Borrowing Base and the Commitments for thirty (30) consecutive days or (b) a period commencing on any date on which a Specified Default shall have occurred and continuing until no such Specified Default shall have existed during the preceding thirty (30) consecutive days.

“Central Bank Rate” means (A) the greater of (i ) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time and (b) any other Alternative Currency determined after the Second Amendment Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) zero; plus (B) the applicable Central Bank Rate Adjustment.

“Central Bank Rate Adjustment ” means, for any day, for any Loan denominated in (a) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i ) the average of SONIA for the five (5) most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA applicable during such period of five (5) RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, and (b) any other Alternative Currency determined after the Second Amendment Effective Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term; provided that if such rate shall be less than zero, such rate shall be deemed to be zero.

“Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and

outstanding Equity Interests of the Company or (b) except as the result of a transaction expressly permitted under this Agreement, the Company shall cease to own, free and clear of all Liens or other encumbrances (other than Liens permitted under ~~Section~~Sections 6.02(a) and (h)), at least 100% of the outstanding direct or indirect Equity Interests of the other Borrowers on a fully diluted basis.

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty; (a) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (a) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, or any European equivalent regulation (such as the European Market and Infrastructure Regulation), and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, including CRR and CRR II, in each case, pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans, Protective Advances or Overadvances.

“Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral ” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that at any time becomes or is intended to become, subject to a security interest, hypothec or Lien in favor of the Administrative Agent, on behalf of itself ~~and~~, the ~~Lenders~~Lender Parties and/or the other Secured Parties, to secure any or all of the Secured Obligations. For the avoidance of doubt, “Collateral” shall not include any owned or leased real property of any Loan Party ~~and~~ ~~all~~or any Excluded Assets.

“Collateral Access Agreement ” has the meaning assigned to such term in the U.S. Security Agreement. or such other Security Agreement, as the context may require.

“Collateral Documents ” means, collectively, the U.S. Security Agreement, the UK Collateral Documents, the Deposit Account Control Agreements, the Commodity Account Control Agreements, the Securities Account Control Agreements, the Luxembourg Account Pledge, and any other agreements, instruments and documents executed in connection with this Agreement

that are intended to create, perfect or evidence Liens to secure any or all of the Secured Obligations, including, without limitation, all other security agreements, debentures, deposit account control agreements, pledge agreements, guarantees, subordination agreements, share charges, pledges and collateral assignments executed on the Effective Date or thereafter by any Loan Party and delivered to the Administrative Agent, in each case as may be amended, restated, supplemented or otherwise modified from time to time.

“Collection Account” ~~has the meaning assigned~~ tomeans : (a) with respect to the U.S. Loan Parties, the “Collection Account” (as such term is defined in the U.S. Security Agreement ), and (b) with respect to the UK Borrowers, any “Collection Account” (as such term is defined in the UK Debenture).

“Commercial LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn U.S. Dollar Amount of all outstanding commercial Letters of Credit at such time; plus (b) the aggregate U.S. Dollar Amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Commercial LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Commercial LC Exposure at such time.

“Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans, together with the commitment of such Lender to acquire participations in Letters of Credit, Swingline Loans, Overadvances and Protective Advances hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (a) assignments by or to such Lender in accordance with Section 9.04 . The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with Section 9.04 . The initial aggregate amount of the Lenders’ Commitments as of the Second Amendment Effective Date is $~~100,000,000.~~80,000,000.

“Commitment Fee Rate ” means, with respect to the commitment fees payable hereunder, the applicable rate per annum set forth below under the caption “Commitment Fee Rate ” as determined based on the average utilization of the Commitments during the immediately preceding calendar month:

“Commitment Increase Agreement ” has the meaning assigned to such term in Section 2.09(f).

“Commitment Schedule” means the Schedule attached hereto identified as such.

“Commodity Account Control Agreement ” has the meaning assigned to such term in the U.S. Security Agreement.

“Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications ” has the meaning assigned to such term in Section 9.01(d)(ii).

“Competitor” means any Person that is a bona fide competitor of the Loan Parties in the same industry or line of business or a substantially similar industry or line of business.

“~~CSI~~ Compressco LP~~” means CSI Compressco LP, a Delaware limited~~ ~~partnership.~~“~~Compressco~~ Units ” means any general or limited partnership interests in, or any incentive distribution rights or other Equity Interest in, CSI Compressco LP.

“Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contribution Notice ” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004 (U.K.).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled ” have meanings correlative thereto.

“Corresponding Tenor ” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Party” means the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender.

“CRR-EU” means regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms and regulation 2019/876 of the European Union amending Regulation (EU) No 575/2013 and all delegated and implementing regulations supplementing that Regulation.

“CRR-UK” means CRR-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

“CRR II-EU” means regulation 2019/876 amending CRR-EU as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, large exposures, reporting and disclosure requirements, and Regulation (EU) No 648/2012 and all delegated and implementing regulations supplementing that Regulation.

“CRR II-UK” means CRR II-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

“CSI Compressco LP ” means CSI Compressco LP, a Delaware limited partnership.

“Daily Simple RFR” means, for any day (an “RFR Interest Day ”), an interest rate per annum equal to the greater of (a) for any RFR Loan denominated in Sterling, SONIA for the day that is five (5) Business Days prior to (A) if such RFR Interest Day is a Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day and (b) 0.00%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrowers.

“Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (i) fund any portion of its participations in Letters of Credit or Swingline Loans or (i) pay over to any Credit Party any other amount required to be paid by it hereunder, (a) has notified any Borrower, the Administrative Agent or any other Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (a) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (a) has become the subject of (i) a Bankruptcy Event or (i) a Bail-In Action.

“Deposit Account Control Agreement” ~~has the meaning assigned~~ tomeans (a) in respect of the U.S. Loan Parties, “Deposit Account Control Agreement” (as such term is defined in the ~~Security Agreement~~ U.S. Security Agreement) and (b) in respect of the UK Borrowers, a control agreement (or any similar agreement, documentation or requirement necessary, including notice to and acknowledgement from the account bank maintaining a Collection Account in the form provided for in the UK Debenture or otherwise agreed by the Administrative Agent in its Permitted Discretion) granting the Administrative Agent the ability to assert sole dominion and control of the relevant Collection Account(s).

“Designated Obligations” means all unpaid principal of and accrued and unpaid interest on the Revolving Loans, Swingline Loans and Protective Advances, all LC Exposure and all accrued and unpaid fees in respect of all of the foregoing.

“Disclosed Matters ” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.

“Disposition” or “Dispose ” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Stock” means ~~mean~~, with respect to any Person, any Equity Interests of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that is not Disqualified Stock), pursuant to a

sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than pursuant to customary provisions relating to redemptions upon a change of control or asset sale to the extent the terms of such Equity Interests provide that such Equity Interests shall not be required to be repurchased or redeemed until the Maturity Date has occurred), in whole or in part, in each case prior to the date that is 180 days after the Maturity Date hereunder; provided that, if such Equity Interests are issued under any plan for the benefit of employees of the Company or another Loan Party, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by ~~the~~a Borrower or any other Loan Party in order to satisfy applicable statutory or regulatory obligations.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division ” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor ” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Document ” has the meaning assigned to such term in the U.S. Security Agreement. or such other Security Agreement, as the context may require.

“Domestic Subsidiary ” means a Subsidiary organized under the laws of a jurisdiction located in the U.S. other than (i) a Subsidiary with no material assets other than Equity ~~interests~~Interests in one or more Foreign Subsidiaries and (ii) a Subsidiary of a Foreign Subsidiary.

“Early Opt-in Election” means, if the then-current Benchmark with respect to Dollars is the LIBO Rate, the occurrence of:

(1)a notification by the Administrative Agent to (or the request by the Borrower Representative to the Administrative Agent to notify) each of the other parties hereto that at least five (5) currently outstanding Dollar denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)the joint election by the Administrative Agent and the Borrower Representative to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower Representative and the Lenders.

“EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i ) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds received during such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges and any extraordinary non-cash losses for such period and (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory), minus (b) without duplication and to the extent included in Net Income for such period, (i ) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.

“ECP ” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (a) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (a) any institution established in an EEA Member Country which is a subsidiary of an institution described in ~~clauses~~clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System ” means any electronic system, including e-mail, e-fax, web portal access for the Borrowers, Intralinks^®, ClearPar ®, Debt Domain, Syndtrak and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any Issuing Bank or any of their respective Related Parties or any other Person, providing for access to data (or transmission of data, in the case of e-mail and e-fax) protected by passcodes or other security system.

“Eligible Accounts ” means, at any time, the Accounts of the Borrowers which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension of Loans and the issuance of Letters of Credit. Without limiting the Administrative

Agent’s discretion provided herein, Eligible Accounts shall not include any Account of a Borrower:

(a)which is not subject to a first priority perfected security interest in favor of the Administrative Agent (which, in the case of Accounts of any UK Borrowers, shall be a first ranking fixed charge);

(b)which is subject to any Lien other than (i ) a Lien in favor of the Administrative Agent or (ii) a Permitted Encumbrance or a Lien permitted pursuant to Section 6.02(h) which, in each case, does not have priority over the Lien in favor of the Administrative Agent;

(c)(i) which is unpaid more than ninety (90) days after the date of the original invoice therefor or more than sixty (60) days after the original due date therefor (“Overage”) (when calculating the amount under this clause (i), for the same Account Debtor, the Administrative Agent shall include the net amount of such Overage and add back any credits, but only to the extent that such credits do not exceed the total gross receivables from such Account Debtor), or (i) which has been written off the books of such Borrower or otherwise designated as uncollectible;

(d)which is owing by an Account Debtor for which more than fifty percent (50%) of the Accounts owing from such Account Debtor and its Affiliates are ineligible hereunder;

(e)which is owing by an Account Debtor rated (or whose parent is rated) Baa3 or higher from Moody'’s or BBB- or higher from S&P to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Borrowers exceeds thirty-five percent (35%) of the aggregate amount of Eligible Accounts, or Accounts with respect to an Account Debtor other than one previously described by this clause (e) whose Accounts owing to Borrowers exceed twenty-five percent (25%), but in each case only to the extent of such excess;

(f)with respect to which any covenant, representation or warranty contained in this Agreement or in ~~the~~any Security Agreement has been breached or is not true;

(g)which (i ) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon any Borrower’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h)for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by such Borrower or if such Account was invoiced more than once (but only with respect to the Account or portion of the Account that is duplicative);

(i)with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(j)which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, administrator, monitor or liquidator of its assets or, in the case of any Account Debtor of the UK Borrowers, any equivalent of the foregoing in the applicable jurisdiction, (i) had possession of all or a material part of its property taken by any receiver, custodian, trustee ~~or liquidator~~, administrator, monitor or liquidator of its assets or, in the case of any Account Debtor of the UK Borrowers, any equivalent of the foregoing in the applicable jurisdiction, (i) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any ~~state or federal bankruptcy~~ ~~laws~~Insolvency Law (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (i) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (i) become insolvent (as defined by the Bankruptcy Code), or (i) ceased operation of its business;

(k)which is owed by any Account Debtor which has sold all or substantially all of its assets;

(l)which is owed by an Account Debtor which (i) does not maintain its chief executive office ~~in the U.S. or Canada (~~(or the equivalent in the applicable jurisdiction) in the U.S. or Canada (in the case of Accounts owing to any U.S. Borrower) or the U.S., Canada, or an Eligible Foreign Jurisdiction (in the case of Accounts owing to the UK Borrowers) (in any case, other than an Account Debtor otherwise acceptable to the Administrative Agent in its Permitted Discretion) or (i) is not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, ~~Canada, or any province of~~ ~~Canada~~Canada or any province of Canada (in the case of Accounts owing to any U.S. Borrower), or the U.S., any state of the U.S., or the District of Columbia, Canada or any province of Canada, or an Eligible Foreign Jurisdiction (in the case of Accounts owing to the UK Borrowers), unless, in any such case, such Account is backed by a ~~Letter~~letter of ~~Credit~~credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent;

(m)which, in respect of any Account of any UK Borrower, the contract or agreement underlying such Account is governed by (or, if no governing law is expressed therein, is deemed to be governed by) the laws of any jurisdiction other than the U.S., any state of the U.S., Canada, any province of Canada, or any Eligible Foreign Jurisdiction;

(n)which, in respect of any Account of any UK Borrower, is subject to any limitation on charging or other restriction (whether arising by operation of law, by agreement or otherwise) which would under the local governing law of the contract have the effect of restricting the creation of a charge over such Account in the manner required by the UK Debenture, in each case, in favor or for the benefit of the Administrative Agent, unless the Administrative Agent has determined that (i) such limitation is not enforceable or is ineffective under applicable law or has been waived by the applicable Account Debtor or (ii) the applicable Account Debtor has consented to such assignment or the creation of such security;

(o)~~(m)~~ which is owed in any currency other than U.S. ~~dollars~~ Dollars , in the case of any U.S. Borrower, or Dollars or Sterling, in the case of any UK Borrower;

(p)~~(n)~~ which is owed by (i) any Governmental Authority of any country other than the U.S. unless such Account is backed by a ~~Letter~~letter of ~~Credit~~credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, or (i) any Governmental Authority of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

(q)~~(o)~~ which is owed by any Affiliate of any Loan Party (including Compressco) or any employee, officer, director, agent or equity holder of any Loan Party or any of its Affiliates;

(r)~~(p)~~ which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(s)~~(q)~~ which is subject to any counterclaim, deduction, defense, setoff or dispute, but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(t)~~(r)~~ which is evidenced by any promissory note, chattel paper or negotiable instrument;

(u)~~(s)~~ which is owed by an Account Debtor (i ) located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit any applicable Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has filed such report or is qualified to do business in such jurisdiction or (ii) which is a Sanctioned Person;

(v)~~(t)~~ with respect to which any applicable Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, but only to the extent of any such reduction, or any Account which was partially paid and any applicable Borrower created a new receivable for the unpaid portion of such Account;

(w)~~(u)~~ which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, or those of a foreign jurisdiction, including without limitation (if applicable) the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(x)~~(v)~~ which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than a Borrower has or has had an ownership interest in such goods, or which indicates any party other than a Borrower as payee or remittance party;

(z)which is an Account of any UK Borrower, until such time as the obligations of such UK Borrower under clause (d) of Section 5.18 have been satisfied; or

(aa)~~(x)~~ which the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which the Administrative Agent otherwise determines is unacceptable in its Permitted Discretion.

In the event that an Account of a Borrower which was previously an Eligible Account ceases to be an Eligible Account hereunder, the applicable Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that any Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (i) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Borrower to reduce the amount of such Account.

“Eligible Currency ” means any currency other than dollars (i ) that is readily available, (ii) that is freely traded, (iii) which is convertible into dollars in the international interbank market and (iv) as to which ana U.S. Dollar Amount may be readily calculated. If, after the designation by the Lenders of any currency as an Agreed Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such currency is, in the determination of the Administrative Agent, no longer readily available or freely traded or (z) in the determination of the Administrative Agent, ana U.S. Dollar Amount of such currency is not readily calculable, the Administrative Agent shall promptly notify the Lenders and the Borrower Representative, and such currency shall no longer be an Agreed Currency until such time as all of the Lenders agree to reinstate such currency as an Agreed Currency.

“Eligible Foreign Jurisdiction” means any of Australia, Austria, Belgium, Denmark, Finland, France, Germany, Italy, Ireland, Luxembourg, the Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and any member country of the United Kingdom.

“Eligible Inventory ” means, at any time, the Inventory of the Borrowers which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for the extension of Loans and the issuance of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory of a Borrower shall not include any Inventory:

(a)which is not subject to a first priority perfected Lien (or, in the case of a UK Borrower, a first ranking fixed or floating charge) in favor of the Administrative Agent;

(c)which is, in the Administrative Agent’s Permitted Discretion, slow moving, obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

(d)with respect to which any covenant, representation or warranty contained in this Agreement or in ~~the~~any Security Agreement has been breached or is not true and which does not conform to all standards imposed by any Governmental Authority;

(e)in which any Person other than the applicable Borrower shall (i) have any direct or indirect ownership, interest or title or (i) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f)which (i) is not finished goods or which constitutes work-in-process, raw materials, spare or replacement parts or subassemblies, or (i) constitutes packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type (x) held for sale in the ordinary course of business or (y) to be used to provide fluid management, frac flowback, production well testing, offshore rig cooling and compression services or other ancillary services which the Borrowers are permitted to provide pursuant to Section 5.03;

(g)with respect to any U.S. Borrower, which is not located in the U.S. or is in transit with a common carrier from vendors and suppliers and, with respect to any UK Borrower, which is not located in the United Kingdom or the U.S.;

(h)which is located in any location leased by a Borrower unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Rent Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion; provided, that no Collateral Access Agreement shall be required or Rent Reserve shall be implemented until (A) with respect to any U.S. Loan Party, the sixtieth (60^th) day after the Effective Date and (B) with respect to any UK Borrower, the sixtieth (60^th ) day after the Second Amendment Effective Date;

(i)which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document, unless (i) such warehouseman, bailee or other third party has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Rent Reserve has been established by the Administrative Agent in its Permitted Discretion; provided, that no Collateral Access Agreement shall be required or Rent Reserve shall be implemented until (A) with respect to any U.S. Loan Party, the sixtieth (60^th) day after the

Effective Date and (B) with respect to any UK Borrower, the sixtieth (60^th) day after the Second Amendment Effective Date;

(j)which is being processed offsite at a third party location or outside processor, or is in-transit to or from such third party location or outside processor, unless (i) such processor or other third party has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) a Rent Reserve has been established by the Administrative Agent in its Permitted Discretion; provided, that no Collateral Access Agreement shall be required or Rent Reserve shall be implemented until (A) with respect to any U.S. Loan Party, the sixtieth (60^th) day after the Effective Date and (B) with respect to any UK Borrower, the sixtieth (60^th) day after the Second Amendment Effective Date;

(n)which contains or bears any intellectual property rights licensed to any Loan Party unless the Administrative Agent is satisfied that it may sell or otherwise ~~dispose~~Dispose of such Inventory without (i) infringing the rights of such licensor, (i) violating any contract with such licensor, or (i) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(o)which is not reflected in a current perpetual inventory report of the Borrowers (unless such Inventory is reflected in a report to the Administrative Agent as “in transit” Inventory);

(r)of any UK Borrower for which (i ) any contract or related documentation (such as invoices or purchase orders) relating to such Inventory includes retention of title rights in favor of the vendor or supplier thereof, or (ii) under applicable governing laws, retention of title may be imposed unilaterally by the vendor or supplier thereof; or

(s)~~(r)~~ which the Administrative Agent otherwise determines is unacceptable in its Permitted Discretion.

In the event that Inventory of a Borrower which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the applicable Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

“Eligible Investment Grade Account” means an Eligible Account that is owed by an Investment Grade Account Debtor.

“Eligible Unbilled Account ” means an Account of a U.S. Borrower owed by an Account Debtor which meets all criteria of an “Eligible Account” except that (a) as of any date of determination, the invoice with respect thereto has not yet been submitted to such Account Debtor, so long as the period following the date on which the applicable Borrower recognizes such Account in its books and records and prior to the date of the issuance of the invoice with respect thereto is less than thirty (30) days, and (b) all Eligible Unbilled Accounts shall not exceed, in the aggregate, 20% of U.S. Availability as set forth in the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 5.01(f) of this Agreement, provided that, for the purposes of this clause (b), Eligible Unbilled Accounts owed by Shell Exploration and Production Company shall not exceed, in the aggregate, 5% of U.S. Availability as set forth in the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 5.01(f) of this Agreement.

“Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, binding notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material, or to health and safety matters related to exposure to Hazardous Materials in the environment.

“Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (a) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (a) any exposure to any Hazardous Materials, (a) the Release or threatened Release of any Hazardous Materials into the environment or (a) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day notice period is waived); (a) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, with respect to a Plan; (a) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an

application for a waiver of the minimum funding standard with respect to any Plan; (a) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (a) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (a) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (a) the receipt by any Borrower or any ERISA Affiliate of any notice concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is insolvent or in endangered, critical or critical and declining status, within the meaning of ERISA.

“EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“~~Eurodollar~~”, ~~when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.~~

“Excluded Assets” ~~has the meaning assigned to such~~ ~~term~~means, collectively, (a) the “Excluded Assets” (as defined in the U.S. Security Agreement) and (b) the “Excluded Assets” (as defined in the UK Debenture).

“Excluded Swap Obligation ” means, with respect to any Loan Party individually determined on a Loan Party by Loan Party basis, any Swap Obligation if, and solely to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (i) that are Other Connection Taxes; (a) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment (in each case, other than a UK Obligation) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrowers under

Section 2.19(b)) or (i) such Lender changes its lending office, except in each case to the extent that, pursuant to Section ~~2.17~~,2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office; (a) Taxes (other than any Taxes arising on any payments by or on account of any obligation of a UK Borrower) attributable to such Recipient’s failure to comply with Section 2.17(f); ~~and~~ (a) any ~~U.S. Federal withholding~~ Taxes imposed under FATCA.; and (a) any Taxes that would have given rise to an increased payment under Section 2.17(a) but for the application of one of the exclusions in Section 2.17(g)(i).

“Existing Credit Agreement ” means that certain Credit Agreement dated as of June 27, 2006, by and among the Company, the other borrowers party thereto, the lenders from time to time party thereto and JPMCB, as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof.

“Existing Letters of Credit ” means the letters of credit originally issued under the terms of the Existing Credit Agreement, which are outstanding on the Effective Date and are listed on Schedule 1.01.

“FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FATCA Deduction” means a deduction or withholding from a payment under a Loan Document for and on account of any Taxes required by FATCA.

“Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter ” means, collectively, (a) that certain fee letter dated June 27, 2018, between the Company and JPMCB and (a) any other agreement now or at any time hereafter entered into between the Borrowers, the Administrative Agent, any Lead Arranger and/or any of their Affiliates in connection with this Agreement or any transactions contemplated hereby or related thereto, as such letter agreement and such other agreements may from time to time be amended, restated, supplemented or modified.

“Financial Covenant Testing Period ” means (a) any period commencing on the first date on which Availability is less than the greater of (a) $10,000,000 and (b) 12.5% of the lesser of (i) the Borrowing Base then in effect and (ii) the Commitments, and continuing until the date upon

which both (x) Availability has been equal to or greater than the greater of (a) $10,000,000 and (b) 12.5% of the lesser of (i ) the Borrowing Base then in effect and (ii) the Commitments at all times during the preceding thirty (30) consecutive day period, and (y) no Event of Default has occurred and is continuing during such thirty (30) consecutive day period and (b) a period commencing on any date on which a Specified Default shall have occurred and continuing until no Specified Default shall have existed during the preceding thirty (30) consecutive days.

“Financial Officer” means the chief financial officer, principal accounting officer, chief accounting officer, treasurer, controller or vice president of finance of a Borrower.

“Financial Support Direction ” means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004 (U.K.).

“Fixed Charge Coverage Ratio” means, at any date, the ratio of (a) EBITDA for the applicable measurement period, minus Unfinanced Capital Expenditures made during such period to (a) Fixed Charges, all calculated for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“Fixed Charges ” means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments on Indebtedness actually made or required to be made, plus any excess cash flow mandatory prepayment pursuant to Section 2.04(b)(i) of the Term Loan Agreement, but for the avoidance of doubt excluding any mandatory prepayment from asset sales and casualty events pursuant to Sections 2.04(b)(ii) and 2.04(b)(iii) of the Term Loan Agreement), plus Capital Lease Obligation payments, plus expenses for Taxes paid in cash, plus Restricted Payments paid in cash, plus cash contributions to any Plan, all calculated for the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, plus payments made in respect of the Swiftwater Earnout.

“Floor ” means the benchmark rate floor, if any, provided in this Agreement (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate or each Daily Simple RFR, as applicable.

“Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (a) if a Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Letter of Credit ” means a Letter of Credit denominated in a Foreign Currency.

“Foreign Pension Plan ” means any pension plan, pension undertaking, supplemental pension, defined benefit pension scheme, occupational pension scheme, retirement savings or other retirement income plan, obligation or arrangement of any kind that is not subject to U.S. law

and that is established, maintained or contributed to by any Loan Party or in respect of which any Loan Party has any liability, obligation or contingent liability.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“Funding Account ” has the meaning assigned to such term in Section 4.01(h).

“Governmental Authority ” means the government of the U.S., any other nation or any political subdivision thereof, whether state or local, the European Central Bank, the Council of Ministers of the European Union, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity (including any European supranational body) exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (a) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (a) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (a) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section ~~10.01~~.10.01.

“Guarantor Payments ” has the meaning assigned to such term in Section 10.11(a).

“Hazardous Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any law or regulation related to protection of the environment; (a) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (a) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, explosive, radioactive, freon gas or radon.

“Impacted LIBO Rate Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (a) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (a) all obligations of such Person upon which interest charges are customarily paid, (a) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (a) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i ) accounts payable incurred in the ordinary course of business not past due for more than 60 days after the due date therefor or outstanding for more than 90 days after the date such invoice was created, unless such account is being contested in good faith and appropriate reserves made, (ii) customary purchase price holdbacks in respect of portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and (iii) deferred compensation accrued in the ordinary course of business), (a) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (it being understood that if such Person has not assumed or otherwise become personally liable for any such Indebtedness, the amount of the Indebtedness of such Person in connection therewith shall be limited to the lesser of the face amount of such Indebtedness or the fair market value of all property of such Person securing such Indebtedness), (a) all Guarantees by such Person of Indebtedness of others, (a) all Capital Lease Obligations of such Person, (a) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (a) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (a) obligations under any earn-out (which for all purposes of this Agreement, shall be valued at the maximum potential amount payable with respect to each such earn-out), (a) any other Off-Balance Sheet Liability and (a) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (i) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except (i ) to the extent the terms of such Indebtedness provide that such Person is not liable therefor and (ii) that no Loan Party or Restricted Subsidiary shall be deemed liable for any Indebtedness of Compressco solely arising from the ownership of CSI Compressco LP by CSI Compressco GP. Notwithstanding anything to the contrary contained herein, Indebtedness shall not include (i ) any amounts relating to preferred equity (other than Disqualified Stock) or (ii) any obligation that is repayable solely by the delivery of Equity Interests (other than the Disqualified Stock), or in exchange for Equity Interests (other than Disqualified Stock).

“Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of the Borrowers under any Loan Document and (a) to the extent not otherwise described in the foregoing clause (a) hereof, Other Taxes.

“Ineligible Institution ” has the meaning assigned to such term in Section 9.04(b).

“Insolvency Laws ” means each of the Bankruptcy Code and the United Kingdom’s Insolvency Act 1986, in each case as amended, and any other applicable national, state, provincial, territorial or federal bankruptcy laws, each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction, including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it and including any rules and regulations pursuant thereto.

“Insolvency Regulation ” means Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast).

“Intercreditor Agreement ” means that certain Intercreditor Agreement dated as of the Effective Date, among certain of the ~~Borrower~~Borrowers , each other Loan Party from time to time party thereto, the Administrative Agent, as the ABL ~~Agent~~Representative , and the Term Loan Agent, as the Term Loan Representative, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Election Request ” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Expense ” means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of the Company and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness and capitalized interest of the Company and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Company and its Restricted Subsidiaries for such period in accordance with GAAP.

“Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first calendar day of each calendar month, upon any prepayment and the Maturity Date, ~~and~~ (b) with respect to any ~~Eurodollar Loan, the last~~ ~~day~~RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Maturity Date, and (c) with respect to any Term Benchmark Loan , the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a ~~Eurodollar~~Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period), upon any prepayment and the Maturity Date.

“Interest Period” means, with respect to any ~~Eurodollar~~Term Benchmark Borrowing, the period commencing on the date of such ~~Eurodollar~~Term Benchmark Borrowing and ending on the numerically corresponding day in the calendar month that is one, ~~two,~~ three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the Borrower Representative may elect;

provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless , in the case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day ~~and~~ , (ii) any Interest Period pertaining to a Term Benchmark Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(f) shall be available for specification in such Borrowing Request or Interest Election Request . For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing that is continued or converted, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“~~Interpolated Rate” means, at any time, for any Interest Period, the rate per annum~~ (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: ~~the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted~~ ~~Interest Period and~~ ~~the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted~~ ~~Interest Period, in each case, at such time; provided, that, if any~~ ~~Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.~~

“Inventory” has the meaning assigned to such term in the applicable Security Agreement.

“Investment Grade Account Debtor ” means, at any time, any Account Debtor, including, without limitation, Baker Hughes Company, Halliburton Energy Services, Inc., and Schlumberger Limited, whose securities are rated BBB- or better by S&P or Baa3 or better by Moody’s at such time.

“ISDA Definitions ” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank ” means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder, and any other Lender from time to time designated by the Borrower Representative as an Issuing Bank, with the consent of such Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the

Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Issuing Bank Sublimit” means, as of the Effective Date, (i ) $20,000,000 in the case of JPMCB, and (ii) such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by any other Issuing Bank; provided that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit, upon providing five (5) days’ prior written notice thereof to the Administrative Agent and solely with respect to any increase, written consent of the Borrower Representative; provided that, in no event shall the aggregate amount of any and/or all Issuing Bank Sublimits exceed $20,000,000 at any time.

“Joinder Agreement ” means a Joinder Agreement in substantially the form of Exhibit D-1.

“JPMCB ” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“LC Collateral Account ” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement ” means any payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lead Arrangers ” means JPMCB and Bank of America, N.A., in their capacities as joint lead arrangers.

(a)the principle that remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors;

(c)similar principles, rights and defenses under the law of any relevant jurisdiction; and

(d)any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Administrative Agent under this Agreement or any other Loan Document.

“Lender Parties ” means, individually and collectively as the context may require, the Administrative Agent, the Lenders, the Issuing Banks and the Qualified Counterparties party to any Banking Services Agreement or Swap Agreement with any Loan Party.

“Lenders ” means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.

“Letters of Credit” means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit ” means any one of them or each of them singularly, as the context may require.

“Liabilities ” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“LIBO Interpolated Rate ” means, at any time, with respect to any Term Benchmark Borrowing denominated in Dollars and for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that is shorter than the Impacted LIBO Rate Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available for the applicable Agreed Currency) that exceeds the Impacted LIBO Rate Interest Period, in each case, at such time; provided, that, if any LIBO Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“LIBO Rate” means, with respect to any ~~Eurodollar~~Term Benchmark Borrowing for any applicable Interest Period or for any ABR Borrowing, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”) with respect to such Agreed Currency, then the LIBO Rate shall be the LIBO Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such LIBO Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error). Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any ~~Eurodollar~~Term Benchmark Borrowing denominated in Dollars and for any ~~applicable~~ Interest Period or for any ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for ~~dollars~~such Agreed Currency ) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event

such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to ~~zero for the purposes of this Agreement.~~be zero for the purposes of this Agreement.

“Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest (including, in the case of a UK Borrower, any land charge, pledge, lien, assignment by way of security, assignment or transfer for security purpose or other security interest securing an obligation of any person or any other agreement or arrangement having a similar effect) in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention (including extended retention of title) agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan Documents ” means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, the Intercreditor Agreement, any Fee Letter, the Perfection Certificate and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, fee letters, contracts, notices, letter of credit agreements, letter of credit applications and any agreements between the Borrower Representative and the applicable Issuing Bank regarding such Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Borrower Representative and such Issuing Bank in connection with the issuance of Letters of Credit, whether heretofore, now or hereafter executed by or on behalf of any Loan Party, and delivered to any Issuing Bank, the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” means, collectively, (a) the ~~Borrowers,~~U.S. Loan Parties and (b) the UK Borrowers ~~’ Material Domestic Subsidiaries (other than Unrestricted Subsidiaries and~~ ~~Compressco), (c) any Restricted Subsidiary~~ ~~party to this Agreement on the Effective Date and (d) any other Restricted Subsidiary who~~ ~~becomes a party to this Agreement pursuant to a Joinder Agreement, including pursuant to~~ ~~Section 5.14, and their respective successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require~~.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective Advances.

“Luxembourg Account Pledge ” means an Account Pledge Agreement (in form and substance reasonably satisfactory to the Administrative Agent) between TETRA Technologies U.K. Limited and the Administrative Agent with respect to certain bank accounts of TETRA Technologies U.K. Limited opened with J.P. Morgan Bank Luxembourg, S.A., as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition (financial or otherwise) of the Company and its Restricted Subsidiaries taken as a whole, (b) the ability of the Loan Parties taken as a whole to perform their material obligations under the Loan Documents, (c) any material portion of the Collateral or the Administrative Agent’s Liens (on behalf of itself and the other Secured Parties) on any material portion of the Collateral or the priority of such Liens (other than solely as the result of any action or failure to act on the part of the Administrative Agent), or (d) the material rights of or benefits available to the Administrative Agent, the Issuing Banks or the Lenders under any of the Loan Documents.

“Material Contract” means (a) any contract or other arrangement, whether written or oral, to which the Company or any other Loan Party is a party as to which (individually or together with all substantially related contracts), in each case, involves aggregate revenues or expenditures in excess of $25,000,000 in any fiscal year and (b) any agreement or instrument evidencing or governing Material Indebtedness.

“Material Domestic Subsidiary” means any Restricted Subsidiary that (a) is a Domestic Subsidiary and, together with its own consolidated Restricted Subsidiaries, either (i ) owns or holds assets with an aggregate value greater than two and one-half percent (2.5%) of the aggregate value of all the assets of the Company and its Restricted Subsidiaries on a consolidated basis, or (ii) has gross revenues in excess of two and one-half percent (2.5%) of the gross revenues of the Company and its Restricted Subsidiaries on a consolidated basis, in each case based on the most recent consolidated financial statements of the Company; provided that if (x) the aggregate value of all the assets of all Restricted Subsidiaries that would not constitute Material Domestic Subsidiaries exceeds five percent (5%) of the aggregate value of all of the assets of the Company and its Restricted Subsidiaries, on a consolidated basis, or (y) the gross revenues of all Restricted Subsidiaries that would not constitute Material Domestic Subsidiaries exceeds five percent (5%) of the gross revenues of the Company and its Restricted Subsidiaries, on a consolidated basis, then in each case one or more of such excluded Restricted Subsidiaries shall for all purposes of this Agreement be deemed to be Material Domestic Subsidiaries in descending order based on the aggregate value of their assets or their gross revenues until such excess has been eliminated, or (b) is a ~~“restricted subsidiary” or~~ guarantor with respect to the Specified Term Indebtedness. For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall (i ) CSI Compressco GP or any of the entities comprising Compressco or (ii) any Foreign Subsidiary, in either case, constitute a Material Domestic Subsidiary.

“Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Company and its Restricted Subsidiaries in an aggregate outstanding

principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the obligations of the Loan Parties or any of their Restricted Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means ~~September 10, 2023~~May 31, 2025 or any earlier date on which the Commitments are terminated pursuant to the terms hereof.

“Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate contributes to, or within the past five years, has contributed to or has any liability.

“Net Income ” means, for any period, the consolidated net income (or loss) of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries, (a) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which the Company or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by a Loan Party in the form of dividends or similar distributions and (a) the undistributed earnings of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (i) in the case of a casualty, insurance proceeds and (i) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (a) the sum of (i) all fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other ~~disposition~~Disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (iii) any reserve for adjustments in respect of the sale price of such asset or assets established in accordance with GAAP and (iv) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower Representative).

“Non-Consenting Lender ” has the meaning assigned to such term in Section 9.02(d).

“Non-Recourse Pledgor ” means each of CSI Compressco GP and CSI Compressco Investment LLC, a Delaware limited liability company.

“NYFRB Rate” means, for any day, the greater of (i) the Federal Funds Effective Rate in effect on such day and (i) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“~~Obligations~~” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, any Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred in connection therewith or any of the Letters of Credit or other instruments at any time evidencing any ~~thereof.~~“Obligations ” means, individually and collectively, the U.S. Obligations and the UK Obligations, as the context may require.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Off-Balance Sheet Liability ” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (a) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (a) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

“Organizational Documents ” means, with respect to any Person, the charter, articles or certificate of formation, organization or incorporation and bylaws, limited liability company agreement, partnership agreement or other equivalent organizational or governing documents of such Person.

“Original Indebtedness ” has the meaning assigned to such term in Section 6.01(f).

“Other Benchmark Rate Election” means, with respect to any Loan denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence of:

(a)a request by the Borrower Representative to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Borrower Representative, Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate, a term benchmark rate as a benchmark rate, and

(b)the Administrative Agent, in its sole discretion, and the Borrower Representative jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower Representative and the Lenders.

“Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any Loan Document).

“Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overadvance Exposure” means, as to any Lender at any time, an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Overadvances outstanding at such time.

“Overage” has the meaning assigned to such term in the definition of “Eligible Accounts”.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight ~~Eurodollar~~ ~~borrowings~~Term Benchmark Borrowings denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Overnight Rate” means, as the context may require, (a) the UK Overnight Rate or (b) the U.S. Overnight Rate.

“Paid in Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (a) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank, in an amount equal to 103% of the LC Exposure as of the date of such payment), (a) the indefeasible payment in full in cash of the accrued and unpaid fees, (a) the payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (a) the termination of all Commitments, and (a) the termination of the Swap Obligations and, if requested by the Administrative Agent or the applicable Secured Party, the termination of such Banking Services under clause (a) or (b) of the definition thereof constituting Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.

“Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant Register ” has the meaning assigned to such term in Section 9.04(c).

“Payment Conditions ” means, with respect to any Restricted Payment made pursuant to Section 6.08(a)(ivviii), any investment made pursuant to Section 6.04(o), or payment of Indebtedness pursuant to Section 6.08(b)(ii)(B), (a) no Default or Event of Default shall have occurred and be continuing on the date of such Restricted Payment, investment or payment of Indebtedness, or would result immediately after giving effect to such Restricted Payment, investment or payment of Indebtedness, (b) immediately after giving effect to and at all times during the thirty (30) consecutive day period immediately prior to such Restricted Payment, investment or payment of Indebtedness, the Borrowers shall have (1) (x) Availability, calculated on a pro forma basis immediately after giving effect thereto, of not less than the greater of (A) 17.5% of the greater of the Borrowing Base and the Commitments or (B) $15,000,000, and (y) a Fixed Charge Coverage Ratio, calculated on a pro forma basis immediately after giving effect thereto, of not less than 1.00 to 1.00 or (2) Availability, calculated on a pro forma basis immediately after giving effect thereto, of not less than the greater of (A) 25% of the greater of the Borrowing Base and the Commitments or (B) $20,000,000 and (c) the Borrower Representative shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to the items described in (a) and (b) above and attaching calculations for item (b).

“PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pensions Regulator ” means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004 (U.K.).

“Perfection Certificate ” means that certain Perfection Certificate dated as of the date hereof, executed by the Loan Parties and addressed to the Administrative Agent.

“Permitted Acquisition ” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

(b)the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in which the Borrowers and their Restricted Subsidiaries are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto;

(c)both immediately before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct (except (i ) any such representation or warranty which relates to a specified prior date and (ii) to the extent the Lenders have been notified in writing by the Borrower Representative that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty) and no Default or Event of Default exists, will exist, or would result therefrom;

(d)with respect to any Permitted Acquisition (or series of related Permitted Acquisitions) for which the purchase consideration payable (including deferred payment obligations) in connection therewith exceeds $25,000,000 in the aggregate, not less than ten (10) days prior to the anticipated closing date of the proposed Acquisition (or such shorter period prior to such Acquisition as the Administrative Agent may permit in its sole discretion), the Borrower Representative has provided the Administrative Agent (i ) notice of such Acquisition, (ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial statements, statements of cash flow, and Availability projections and (iii) copies of the acquisition agreement and other material documents relative to the proposed Acquisition;

(e)if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the Administrative Agent shall have conducted an appraisal, audit or field examination, as applicable, of such Accounts and Inventory, the results of which shall be satisfactory to the Administrative Agent; provided that such appraisals, audits or field examinations shall not be a condition to consummating a Permitted Acquisition if such Accounts and Inventory are not to be included in the determination of the Borrowing Base at the consummation of the Permitted Acquisition;

(f)if such Acquisition is an acquisition of assets located in the U.S., then such Acquisition is structured so that a Loan Party shall acquire such assets;

(g)if such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, a Borrower or a Loan Party, as applicable, shall be the surviving entity;

(h)no Loan Party nor any Restricted Subsidiary shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that would reasonably be expected to have a Material Adverse Effect;

(i)in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated unless the Administrative Agent and the Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated;

(j)the Borrower Representative shall certify to the Administrative Agent and the Lenders (and provide the Administrative Agent and the Lenders with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) that, immediately after giving effect to the completion of such Acquisition, the Acquisition Payment Conditions are satisfied;

(k)all actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of any Loan Party or any Restricted Subsidiary, as applicable, including receipt of all documentation and other information required by bank regulatory authorities under applicable “Know Your Customer” and anti-money laundering rules and regulations, shall have been taken, in each case, unless such newly acquired or formed wholly-owned Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 5.15(b) immediately upon the consummation of such Acquisition; and

(l)the Borrower Representative shall have delivered to the Administrative Agent the final executed material documentation relating to such Acquisition within ten (10) Business Days following the consummation thereof (or such later date as the Administrative Agent may agree in its sole discretion).

“Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

(a)Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.03;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’ and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not yet delinquent or are being contested in compliance with Section 5.03;

(c)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or other similar laws or regulations under any Requirement of Law;

(d)deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(e)Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by any Loan Party or its Subsidiaries, as lessee, in the ordinary course of business covering only the property of the lessor under such lease;

(f)judgment Liens in respect of judgments that do not constitute an Event of Default under clause (km) of Article VII;

(g)easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;

(h)the interests of lessors under operating leases and non-exclusive licensors under license agreements;

(i)encumbrances, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property or rights-of-way of a Person for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other natural resources, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in title of any property or rights-of-way, in each case, that are imposed by law or arise in the ordinary course of business, that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;

(j)Liens that are replacements of ~~Permitted~~ Liens permitted under Section 6.02 to the extent that the original Indebtedness is the subject of permitted ~~Refinancing~~Refinance Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness;

(k)Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 6.01;

(l)rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person; and

(m)zoning, planning and Environmental Laws and ordinances and municipal regulations, which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary course of business;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clauses (f) and (j) above.

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date of acquisition thereof;

(b)investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c)investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e)money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (i) are rated AAA by S&P and Aaa by Moody’s and (i) have portfolio assets of at least $5,000,000,000.

“Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform ” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

(a)any sale, transfer or other ~~disposition~~Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party or any Restricted Subsidiary, other than ~~dispositions~~Dispositions permitted by Section 6.05(a); or

(b)any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or Restricted Subsidiary with a fair value immediately prior to such event equal to or greater than $1,000,000.

“Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal offices in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Protective Advance ” has the meaning assigned to such term in Section 2.04.

“Protective Advance Exposure” means, as to any Lender at any time, an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time.

“QFC ” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Qualified Counterparty ” means, with respect to any Banking Services or Swap Agreements, any counterparty thereto that, at the time such Banking Services or Swap Agreement was entered into or as of the Second Amendment Effective Date, was the Administrative Agent, a Lender or an Affiliate thereof.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each U.S. Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient ” means, as applicable, (a) the Administrative Agent, (a) any Lender and (a) any Issuing Bank, or any combination thereof (as the context requires).

“Reference Time ” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, (b) if the RFR for such Benchmark is SONIA, then four (4) Business Days prior to such setting, or (c) if such Benchmark is neither the LIBO Rate nor SONIA, the time determined by the Administrative Agent in its reasonable discretion.

“Refinance Indebtedness ” has the meaning assigned to such term in Section 6.01(f).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.

“Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping of any substance into the environment.

“Relevant Governmental Body” means (i ) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board and/or the NYFRB, or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, and (iii) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate ” means (a) with respect to any Term Benchmark Borrowing denominated in Dollars, the LIBO Rate, or (b) with respect to any Borrowing denominated in Sterling, the Daily Simple RFR.

“Rent Reserve ” means, with respect to any facility, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located and with respect to which no Collateral Access Agreement is in effect, a reserve equal to (a) in the case of any leased location, three (3) months’ rent at such facility, warehouse distribution center, regional distribution center or depot and (a) in the case of any other location, any amount determined by the Administrative Agent in its Permitted Discretion in respect of liabilities owed to the applicable consignee, bailee or warehouseman.

“Report ” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the assets of the Borrowers from information furnished by or on behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“Required Lenders ” means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Commitments representing greater than 51% of the sum of the

Aggregate Revolving Exposure and unused Commitments at such time; provided, that, as long as there are fewer than three (3) Lenders (who are not Affiliates of one another or Defaulting Lenders), Required Lenders shall mean all Lenders (who are not Affiliates of one another).

“Requirement of Law ” means, with respect to any Person, any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves ” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, UK Priority Payables Reserve (in the case of a UK Borrower), Banking Services Reserves, Rent Reserves, volatility reserves, reserves for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap ~~Agreement~~ Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation, reserves for amounts which rank ahead of the Administrative Agent’s Lien on the Collateral by operation of law and reserves for taxes (including applicable sales tax and any VAT), fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party , reserves to account for fluctuations in the exchange rates of Sterling into Dollars, reserves for VAT, and other reserves to reflect any impediments to the Administrative Agent’s ability to realize upon the Collateral (including, without limitation, in respect of royalties payable on Inventory which contains or bears licensed intellectual property rights)).

“Resolution Authority ” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any of its Restricted Subsidiaries (including in respect of Disqualified Stock), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any of its Restricted Subsidiaries (including Disqualified Stock) or any option, warrant or other right to acquire any such Equity Interests in the Company or any of its Restricted Subsidiaries.

“Restricted Subsidiary ” means any direct or indirect Subsidiary of the Company (unless otherwise specified) that is not an Unrestricted Subsidiary. For purposes of this Agreement and the other Loan Documents, Compressco is not, and will not, constitute a Restricted Subsidiary.

“Revaluation Date” means ~~the redetermination of the U.S. Dollar Amount of (a) the Commercial LC Exposure, (b) the Standby LC Exposure, (c) any Foreign Letter of Credit or (d) LC Disbursements made in respect of~~(a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the Borrowing of such Loan and (ii) with respect

to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with respect to any Foreign Letter of Credit denominated in an Alternative Currency, ~~in each case on a Revaluation~~ ~~Date.~~“~~Revaluation~~ ~~Date” means (~~aeach of the following: (i ) each date of issuance of a Foreign Letter of Credit, (bii ) each date of an amendment of any such Foreign Letter of Credit having the effect of changing the amount thereof, (ciii ) each date of any payment by the applicable Issuing Bank under any Foreign Letter of Credit, (div ) the date notice demanding cash collateralization is delivered to the Borrower Representative pursuant to Section 2.06(j); and (ec) such additional dates as the Administrative Agent or the applicable Issuing Bank shall determine or the Required Lenders shall require.

“Revolving Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure and its Swingline Exposure at such time, plus (b) its Protective Advance Exposure outstanding at such time, plus (c) its Overadvance Exposure at such time.

“Revolving Loan” means a Loan made pursuant to Section 2.01(a) or Section 2.01(b).

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Business Day ” means, for any Loan denominated in Sterling, any day except for (a) a Saturday, (b) a Sunday or (c) a day on which banks are closed for general business in London.

“RFR Interest Day ” has the meaning specified in the definition of “Daily Simple RFR”.

“RFR Loan ” means a Loan that bears interest at a rate based on the Daily Simple RFR.

“S&P” means ~~Standard &~~ ~~Poor’s~~S&P Global Ratings ~~Services, a Standard & Poor’s Financial Services LLC business~~, an S&P Global Inc. business, and any successor thereto that is a nationally recognized rating agency.

“Sale and Leaseback Transaction ” has the meaning assigned to such term in Section 6.06.

“Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea~~, Sudan~~ and Syria).

“Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (a) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such

Person or Persons described in the foregoing ~~clauses~~clause (a) or (b) or (d) any Person otherwise the subject of any Sanctions.

“Sanctions ” means all economic or financial sanctions, trade embargoes or anti-terrorism laws imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“~~Secured Obligations” means all Obligations, together with all~~ ~~Banking Services Obligations and~~ ~~Swap Obligations owing to one or more Lenders or their respective Affiliates;~~ ~~provided~~, ~~however~~, that the definition of “Secured Obligations” shall not create any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan ~~Party.~~“Second Amendment Effective Date ” means July 30, 2021.

“Secured Obligations ” means the U.S. Secured Obligations and the UK Secured Obligations.

“Secured Parties ” means (a) the Administrative Agent, (a) the Lenders, (a) each Issuing Bank, (a) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (a) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (a) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (a) the successors and assigns of each of the foregoing that are Lenders or Affiliates of a Lender, provided, that, for purposes of clauses (d) and (e) above, only to the extent the Banking Services Obligations or obligations under any Swap Agreement, as applicable, owing to any such successor or assign constitute Secured Obligations.

“~~Security Agreement” means~~ that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of the Effective Date, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Securities Account Control Agreement ” has the meaning assigned to such term in the U.S. Security Agreement.

“Security Agreement” means , individually and collectively as the context may require, (a) the U.S. Security Agreement and (b) the UK Collateral Documents.

“Settlement Date ” has the meaning assigned to such term in Section 2.05(de).

“SOFR ” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SONIA ” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Administrator ” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website ” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Specified Defaults ” means Events of Default arising under Sections ~~7.1~~7.01(a), (b), (d) (with respect to Article VI), (e) (with respect to Sections 5.01 and 5.10), (f), (g), (h), (i), (j) and (km).

“Specified Term Indebtedness ” has the meaning assigned to such term in Section 6.01(k).

“Standby LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn U.S. Dollar Amount of all standby Letters of Credit outstanding at such time plus (b) the aggregate U.S. Dollar Amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Standby LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Standby LC Exposure at such time.


U.K. BORROWER:

TETRA TECHNOLOGIES U.K. LIMITED, a limited liability company incorporated in England and Wales with company number 01774672

By:	/s/ Brady Murphy
Name:	Brady Murphy
Title:	Director


JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank, Swingline Lender and a Lender


By:	/s/ J. Devin Mock
Name:	J. Devin Mock
Title:	Authorized Officer


BANK OF AMERICA, N.A., as a Lender


By:	/s/ Terrance O. McKinney
Name:	Terrance O. McKinney
Title:	Senior Vice President

Section 4.01	Effective Date	81115
Section 4.02	Each Credit Event	85119

Section 5.01	Financial Statements; Borrowing Base and Other Information	86120
Section 5.02	Notices of Material Events	89123
Section 5.03	Existence; Conduct of Business	90124
Section 5.04	Payment of Obligations	91125
Section 5.05	Maintenance of Properties	91125


U.S. BORROWER:

TETRA TECHNOLOGIES, INC., a Delaware corporation

By:	/s/ Jacek Mucha
Name:	Jacek Mucha
Title:	Vice President – Finance, Treasurer, and Assistant Secretary


NEW GUARANTORS:

COMPRESSCO FIELD SERVICES, L.L.C., an Oklahoma limited liability company

By:	/s/ Jacek Mucha
Name:	Jacek Mucha
Title:	Treasurer


COMPRESSCO TESTING, L.L.C., an Oklahoma limited liability company

By:	COMPRESSCO, INC., its sole member

By:	/s/ Jacek Mucha
Name:	Jacek Mucha
Title:	Treasurer


T-PRODUCTION TESTING, LLC

By:	TETRA PRODUCTION TESTING HOLDING LLC, its sole member

By:	/s/ Jacek Mucha
Name:	Jacek Mucha
Title:	Treasurer

Section 8.01	Appointment	~~112~~148
Section 8.02	Rights as a Lender	~~113~~149

Section 11.01	Appointment; Nature of Relationship	~~139~~184
Section 11.02	Powers	~~139~~184
Section 11.03	Employment of Agents	~~139~~184
Section 11.04	Notices	~~139~~184
Section 11.05	Successor Borrower Representative	~~139~~184
Section 11.06	Execution of Loan Documents; Borrowing Base Certificate	~~140~~184


Fixed Charge Coverage Ratio	Revolver ABR Spread	Revolver ~~Eurodollar~~Term Benchmark Spread	RFR (SONIA) Spread
Category 1 > 2.00 to 1.00	~~0.75~~1.00%	~~1.75~~2.00%	2.00%
Category 2 ≤ 2.00 to 1.00 but > 1.50 to 1.00	~~1.00~~1.25%	~~2.00~~2.25%	2.25%
Category 3 ≤ 1.50 to 1.00	~~1.25~~1.50%	~~2.25~~2.50%	2.50%


Average Utilization	Commitment Fee Rate
Category 1 > 50.0%	0.375%
Category 2 ≤ 50.0%	0.500%