AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT

This Agreement and Fourth Amendment to Credit Agreement (this “Amendment”) dated as of July 1, 2016 is among TETRA TECHNOLOGIES, INC. (the “Parent”), a Delaware corporation; JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the financial institutions (collectively, the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders.

WHEREAS, the Parent, the Lenders, Bank of America, National Association and Wells Fargo Bank, N.A., as Syndication Agents, Comerica Bank, as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent, executed and delivered that certain Credit Agreement (as amended and supplemented to the date hereof, the “Credit Agreement”) dated as of June 27, 2006, as amended by instruments dated as of December 15, 2006, October 29, 2010 and September 30, 2014; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parent and the Lenders do hereby agree as follows:

Section 1.Amendments to Credit Agreement.

(a)The definition of “Applicable Rate” contained in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Applicable Rate” means, for any day with respect to any ABR Loan or Eurocurrency Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurocurrency Spread” or “Commitment Fee Rate”, as the case may be, based upon the Leverage Ratio as of the most recent determination date:

For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal

quarter of the Parent’s fiscal year based upon the Parent’s consolidated financial statements delivered pursuant to Sections 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; but the Leverage Ratio shall be deemed to be in Category 1 at the request of the Required Lenders if the Parent fails to timely deliver the consolidated financial statements required to be delivered by it pursuant to Sections 5.01(a) or (b), during the period from the deadline for delivery thereof until such consolidated financial statements are received. Notwithstanding anything to the contrary set forth in this definition, the Applicable Rate for Swingline Loans shall be the same as the Applicable Rate for ABR Loans.

(b)A new definition of “Cash Equivalents” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Parent or any of its Restricted Subsidiaries free and clear of all Liens (other than Liens securing the Obligations and other Liens permitted hereunder):

(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 270 days from the date of acquisition thereof;

(c)    commercial paper issued by any entity organized under the laws of any state of the United States of America and rated with the two highest classifications available by Moody’s or S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof; and

(d)    Investments, classified in accordance with GAAP as current assets of the Parent or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the two highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

(c)A new definition of “Collateral Agent” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Collateral Agent” means JPMorgan Chase Bank, N.A., acting in its capacity as Collateral

Agent under that certain Collateral Agency Agreement dated as of July 1, 2016 executed by and among JPMorgan Chase Bank, N.A., as collateral agent, Parent, certain Affiliates of Debtor therein named, the Administrative Agent, and GSO Tetra Holdings LP., acting as agent under the GSO NPA, as the same may be amended, modified, supplemented and restated from time to time.

(d)A new definition of “Excess Cash Amount” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Excess Cash Amount” has the meaning set forth in Section 2.09(c).

(e)A new definition of “Excluded Assets” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Excluded Assets” means (i) all real property now or hereafter owned by Parent or any of its Subsidiaries, (ii) motor vehicles or assets with a certificate of title having an aggregate book value of not greater than $3,000,000, (iii) “commercial tort claims” (as that term is defined in the UCC) having an aggregate book value of not greater than $250,000, (iv) any outstanding Equity Interests in TETRA-Medit Oil Service (Libya), TETRA Technologies Nigeria Limited, TETRA Yemen for Oilfield Services Co., Ltd., TETRA (Thailand) Limited, or TETRA Technologies de Venezuela, S.A. and the outstanding Equity Interests in each other Foreign Subsidiary which is owned directly by Parent or any of its Domestic Subsidiaries in excess of 66% of issued and outstanding Equity Interests of such Foreign Subsidiary, (v) any property owned by any Foreign Subsidiary or any Unrestricted Subsidiary (other than any Pledged Compressco LP Units, which will not constitute Excluded Assets)), (vi) the Hedron Escrow Account, (vii) Equity Interests in CSI Compressco GP Inc. and (viii) any item of general intangibles that is now or hereafter held by Parent or any of its Subsidiaries but only to the extent that such item of general intangibles (or any agreement evidencing such item of general intangibles) contains a term, provision or other contractual obligation or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than Parent or any of its Subsidiaries) to, the grant, creation, attachment or perfection of the security interest granted in the Security Agreements, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9.406, 9.407, 9.408 or 9.409 of the UCC, and any successor provision thereto).

(f)A new definition of “Fixed Charge Coverage Ratio” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Fixed Charge Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) EBITDA minus cash income tax expense minus non-financed Capital Expenditures minus cash dividends and cash distributions by the Parent to (b) Interest Expense plus scheduled principal payments on Indebtedness (including Capital Lease Obligations) plus any Equity Interest repurchases, for the applicable period, in each case for the 12 months then ending and determined on a consolidated basis for the Parent and its Consolidated Restricted Subsidiaries.

(g)A new definition of “GSO NPA” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“GSO NPA” means that certain Note Purchase Agreement dated as of July 1, 2016 executed

by and between Parent and GSO TETRA HOLDINGS LP., as the sole current purchaser. Notwithstanding anything to the contrary set forth herein, all references herein to the GSO NPA shall mean the GSO NPA as it exists on the date hereof and without amendment except as may be approved by the Required Lenders and each such reference to the GSO NPA shall remain in effect regardless of termination of such Note Purchase Agreement for any reason (including by reason of payment of full of the underlying debt obligations).

(h)A new definition of “Hedron Escrow Account” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Hedron Escrow Account” means the escrow account maintained with JPMorgan Chase Bank, N.A. relating to warranty claims with respect to the Vanuatu flag vessel Tetra Hedron, Official Number 2056.

(i)The definition of “Loan Documents” contained in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Security Agreements, the Notice of Entire Agreement, the Contribution Agreement, any subordination agreement relating to Subordinated Debt, letter of credit applications and agreements between any Loan Party and any Issuing Bank regarding the respective rights and obligations between any Loan Party and such Issuing Bank in connection with the issuance of Letters of Credit, all instruments, certificates and agreements now or hereafter executed or delivered to the Administrative Agent or any Lender pursuant to any of the foregoing or in connection with the obligations under this Agreement and the other Loan Documents or any commitment regarding such obligations, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing. The term “Loan Document” as used herein shall not include any Swap Agreement (but the obligations now or hereafter owing to any Lender or any Affiliate of a Lender under a Swap Agreement shall nevertheless be secured by all collateral subject to the Loan Documents).

(j)The definition of “Material Indebtedness” contained in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Swap Agreement were terminated at such time.

(k)The definition of “Permitted Encumbrances” contained in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting clause (e) and substituting the foregoing clause (e) therefor and (ii) adding the following new clauses (j), (k) and (l) to the end of said definition:

    

(e)     (i) Liens for crew wages (including wages of the masters of any applicable vessels) incurred in the ordinary course of business and that are not yet due and payable or that are being contested in good faith by appropriate proceedings; (ii) Liens for necessaries provided to any applicable vessels incurred in the ordinary course of business that are not yet due and payable; (iii)

Liens arising by operation of law in the ordinary course of business in connection with operating, maintaining or repairing any applicable vessels that are not yet due and payable; and (iv) Liens for damages arising from maritime torts that are unclaimed or that are covered by insurance, or in respect of which a bond or other security has been posted on behalf of the ship owner with the appropriate court or other tribunal to prevent the arrest or to secure the release of any applicable vessel from arrest, unless any such Lien is being contested in good faith by appropriate proceedings;

(j)    Liens on the Hedron Escrow Account;

(k)    Liens incidental to the conduct of business or the ownership of properties and assets (whether arising by contract or by operation of law) incurred in the ordinary course of business and not in connection with the borrowing of money and that do not, in the aggregate, materially impair the use of such property in the operation of the business of the Parent and its Restricted Subsidiaries taken as a whole or the value of such property for the purposes of such business;

(l)    Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture to the extent securing Non-Recourse Debt (as defined in the GSO NPA);

(l)A new definition of “Pledged Compressco LP Units” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Pledged Compressco LP Units” means common units representing limited partner Equity Interests in and to CSI Compressco LP, a Delaware limited partnership, including any warrants, options or other rights entitling Parent or any Subsidiary to purchase or acquire any such common units. The Pledged Compressco LP Units shall not include any General Partner Interests, as such term is defined in the First Amended and Restated Agreement of Limited Partnership of CSI Compressco LP (the “Compressco Partnership Agreement”), but shall include Subordinated Units and Incentive Distribution Rights, as such terms are defined in the Compressco Partnership Agreement.

(m)A new definition of “Security Agreements” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Security Agreements” means, collectively, (i) the Security Agreements dated as of July 1, 2016 executed between Parent and each of its Restricted Subsidiaries which are Domestic Subsidiaries and CSI Compressco GP Inc. and CSI Compressco Investment LLC, respectively, and Collateral Agent and (ii) any and all security agreements, fleet or vessel mortgages or other lien instruments hereafter securing all or any part of the Obligations, as any of them may from time to time be amended, modified, restated or supplemented.

(n)The reference in Section 2.07(d) of the Credit Agreement to “$428,000,000” is hereby amended to read “$300,000,000”.

(o)Clauses (c) and (d) of Section 2.09 of the Credit Agreement are hereby re-styled as clauses (d) and (e), and a new clause (c) is hereby added to Section 2.09 of the Credit Agreement, such new clause to read in its entirety as follows:

(c)    If, as of the end of any Business Day, the consolidated cash and Cash Equivalents (other than (i) any cash set aside by Foreign Subsidiaries in the ordinary course of business or (ii)

cash in the Hebron Escrow Account)) balance of the Parent and its Restricted Subsidiaries exceeds $25,000,000 (the amount of such excess being referred to as the “Excess Cash Amount”), then, within five (5) Business Days of such date, the Parent shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an amount equal to the lesser of (x) such Excess Cash Amount and (y) the aggregate principal amount of all Loans outstanding at such time. Such prepayment will not result in the reduction of the Revolving Commitments. Notwithstanding anything contained herein to the contrary in no event shall this Section apply to the cash or Cash Equivalents of CSI Compressco LP or its Subsidiaries.

(p)Section 4.02 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a)    The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date.

(b)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the consolidated cash and Cash Equivalents (other than (i) any cash set aside by Foreign Subsidiaries in the ordinary course of business or (ii) cash in the Hebron Escrow Account)) balance of the Parent and its Restricted Subsidiaries shall not exceed an amount equal to $25,000,000. Notwithstanding anything contained herein to the contrary in no event shall this Section apply to the cash or Cash Equivalents of CSI Compressco LP or its Subsidiaries.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Parent on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

(q)The reference in Section 5.01(h) of the Credit Agreement to “one hundred twenty (120)” is hereby amended to read “sixty (60)”.

(r)Sections 5.01(h) and (i) of the Credit Agreement are hereby restyled as Sections 5.01(k) and (l), and new Sections 5.01(h), (i) and (j) are hereby added to the Credit Agreement, such new sections to read in their entireties as follows:

(h)    within 45 days after the end of each of the first three fiscal quarters of each fiscal

year of the Parent (commencing with the fiscal quarter ending June 30, 2016), its internally-prepared consolidating financial statements reconciling the financial condition of its Restricted Subsidiaries and Unrestricted Subsidiaries, in a format reasonably acceptable to the Required Lenders, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Restricted Subsidiaries and Unrestricted Subsidiaries of the Parent in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

(i)    if, at the time of delivery of any financial statements pursuant to Sections 5.01(a) or (b), Unrestricted Subsidiaries account for more than 10% of (i) the consolidated total assets of the Parent and its Subsidiaries reflected in the consolidated balance sheet included in such financial statements or (ii) the consolidated revenues of the Parent and its Subsidiaries reflected in the consolidated statement of income included in such financial statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such financial statements and the related unaudited statements of income, stockholders’ equity and cash flows for such Unrestricted Subsidiaries for such period, together with consolidating statements reflecting all eliminations or adjustments necessary to reconcile such group financial statements to the consolidated financial statements of the Parent and its Subsidiaries, shall be delivered together with the financial statements required pursuant to Sections 5.01(a) and (b);

(j)    concurrently with the delivery of any officer’s certificate pursuant to Section 7.2 of the GSO NPA, the Parent shall delivery of copy of such officer’s certificate to the Administrative Agent;

(s)Section 6.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.01 Financial Covenants.

(a)    Fixed Charge Coverage Ratio. The Parent will not permit the Fixed Charge Coverage Ratio at the end of any of its fiscal quarters to be less than 1.25 to 1.

(b)    Leverage Ratio. The Parent will not permit the Leverage Ratio to be greater than (i) 4.00 to 1 at the end of its fiscal quarters ending during the period from and including June 30, 2016 through and including March 31, 2018, (ii) 3.75 to 1 at the end of its fiscal quarters ending during the period from and including June 30, 2018 through and including December 31, 2018, and (iii) 3.50 to 1 at the end of each of its fiscal quarters ending thereafter.

(t)Section 6.02(h) of the Credit Agreement is hereby amended to read in its entirety as follows:

(h)    Indebtedness under the GSO NPA;

(u)The reference in Section 6.02(l) of the Credit Agreement to “$550,000,000” is hereby amended to read “$100,000,000”.

(v)Section 6.03(f) of the Credit Agreement is hereby amended to read in its entirety as follows:

(f)    Liens securing Indebtedness under the GSO NPA which also secure, on a parri passu basis, the Obligations;

(w)Section 6.06 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.06 Transactions with Affiliates. The Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to it than could be obtained on an arm’s-length basis from unrelated third parties and (b) transactions between or among the Parent and/or the Restricted Subsidiaries not involving any other Affiliate. Any transaction that is subject to the provisions of this Section must also comply with the terms of Section 10.10 of the GSO NPA, and the Parent shall be required to deliver to the Administrative Agent, concurrent with any delivery required under the GSO NPA, copies of any applicable resolutions and fairness opinions regarding the applicable transaction.

(x)Section 6.08 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.08 Capital Expenditures and Acquisitions. If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 3.00 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 2.50 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $75,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). Subject to the foregoing, the Parent and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.

(y)A new Section 6.12 is hereby added to Article VI of the Credit Agreement, such new Section to read in its entirety as follows:

SECTION 6.12 Sale of Assets. Except as permitted by Section 6.04, the Parent will not, and will not permit any Restricted Subsidiary to, consummate any Disposition (hereinafter defined), in one or a series of transactions, to any Person, other than:

(a)    Dispositions (other than Material Dispositions (hereinafter defined)) in the ordinary course of business;

(b)    Dispositions by the Parent to a Restricted Subsidiary or by a Restricted Subsidiary to the Parent or a Restricted Subsidiary; or

(c)    Dispositions (other than Material Dispositions) not otherwise permitted by Section 6.12(a) or Section 6.12(b); provided that:

Disposition of a single asset or a group of related assets or any other related sales in any fiscal year pursuant to this Section 6.12(c) does not exceed $25,000,000 in the aggregate; and

(d)    Notwithstanding the foregoing provisions of this Section, the Parent may, or may permit any Restricted Subsidiary to, make a Disposition (other than a Material Disposition) and the assets subject to such Disposition shall not be subject to or included in any of the foregoing limitations or the computation contained in Section 6.12(c) of the preceding sentence if the net proceeds from such Disposition are within 365 days of such Disposition:

(e)    Any prepayment of Obligations pursuant to the foregoing provisions of this Section shall be in accordance with Section 2.09, without regard to the minimum prepayment requirements of this Agreement, if such proceeds are less than such minimum.

(f)    Notwithstanding the foregoing provisions of this Section, and in addition to the other provisions applicable to Dispositions, the Parent shall not nor shall it permit any Subsidiary to consummate any Material Disposition (hereinafter defined) unless: (i) not less than five Business Days prior to consummating such Material Disposition, the Company gives notice of such Material Disposition to the Administrative Agent; (ii) in the case of a Material Disposition other than a Disposition of Compressco Units, the consideration for such Disposition is at least 75% cash; (iii) such Material Disposition is for a price not less than the Fair Market Value of the assets that are the subject of such Material Disposition, as certified in a resolution of the Board of Directors of the Parent; and (iv) the Parent uses the net available cash proceeds, if any, from such Material Disposition to prepay Secured Obligations (as defined in the Collateral Agency Agreement) on a pro rata basis. The term “Material Disposition” as used herein means any Disposition of (i) Compressco Units (hereinafter defined) or (ii) assets of the Fluids Division (hereinafter defined) having a Fair Market Value (hereinafter defined) exceeding $25,000,000 or (iii) assets forming a part of the collateral for the Obligations and not otherwise included in clauses (i) and (ii) above; provided, that Dispositions of assets described in clause (iii) above shall not constitute Material Dispositions so long as the Net Available Cash received by the Parent and its Subsidiaries with respect to all Dispositions in any fiscal year does not exceed $10,000,000 in the aggregate.

(g)    The following terms used in this Section shall have the meanings indicated:

Subsidiaries; provided, however, that the following shall not constitute Dispositions:

Disposition of Compressco Units to pay, prepay, redeem, purchase or otherwise retire such Indebtedness;

(a)    any Investment in the Parent or in a Restricted Subsidiary;

(b)    any Investment in Cash Equivalents;

(d)    any Investment made as a result of the receipt of non-cash consideration from a Disposition of assets that was made pursuant to and in compliance with this Section;

(e)    any Investment in any entity (except to the extent of cash payments in lieu of fractional shares) in exchange for the issuance of Equity Interests (other than Disqualified Stock (as defined in Section 6.13 hereof)) of the Parent;

(f)    any Investment received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by, or other transfer of title to, the Parent or any of its Restricted Subsidiaries with respect to any secured Investment in default, or (ii) litigation, arbitration or other disputes;

(g)    Investments represented by obligations under Swap Agreements;

(h)    Investments in any person or entity to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other deposits made in the ordinary course of business by the Parent or any of its Restricted Subsidiaries;

(i)    advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;

(j)    loans or advances to officers, directors or employees made in the ordinary course of business or consistent with past practice of the Parent or any Restricted Subsidiary in an aggregate principal amount not to exceed $2,500,000 at any one time outstanding;

(k)    prepayment of the Obligations;

(l)    receivables owing to the Parent or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Parent or any such Restricted Subsidiary deems reasonable under the circumstances;

(m)    any guaranty of Indebtedness that would not cause the Parent to fall out of compliance with the ratio tests under Section 6.01 or Section 6.02 other than a guaranty of Indebtedness of an Affiliate of the Parent that is not a Restricted Subsidiary;

(n)    any Investment existing on, or made pursuant to binding commitments existing on November 5, 2015 and disclosed to the Administrative Agent in writing; provided that the amount of any such Investment may be increased as required by the terms of such Investment as in existence

on November 5, 2015;

(o)    surety and performance bonds and workers’ compensation, utility, lease, tax, performance and similar deposits and prepaid expenses in the ordinary course of business;

(p)    guaranties by the Parent or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Parent or any such Restricted Subsidiary in the ordinary course of business;

(q)    Permitted Business Investments in amounts not to exceed the Restricted Payments permitted pursuant to Section 6.13;

(r)    Investments received as a result of a foreclosure by the Parent or any of its Restricted Subsidiaries with respect to any secured Investment in default; and

(s)    other Investments in any entity (including Investments in any Joint Venture (as defined in the GSO NPA)) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (s) that are at the time outstanding, that do not exceed $25,000,000; provided, however, that if any Investment pursuant to this clause (s) is made in any entity that is not a Restricted Subsidiary at the date of the making of such Investment and such entity becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (s) for so long as such entity continues to be a Restricted Subsidiary.

(z)A new Section 6.13 is hereby added to Article VI of the Credit Agreement, such new Section to read in its entirety as follows:

SECTION 6.13 Restricted Payments.

(a)    The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

repurchase or other acquisition of Subordinated Debt purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition), except a payment of interest or principal at the stated maturity thereof; or

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment,

Disqualified Stock), and (iii) the aggregate net cash proceeds, if any, received by the Parent or any of its Restricted Subsidiaries upon any conversion or exchange described in clauses (i) or (ii) above; plus

(b)    The provisions of Section 6.13(a) will not prohibit:

of such $2,500,000 amount that is unused in any fiscal year to be carried forward to the immediately succeeding twelve month period (but not to any twelve month period thereafter) and added to such amount, plus, to the extent not previously applied or included (A) the cash proceeds received by the Parent or any of its Restricted Subsidiaries from sales of Equity Interests of the Parent to employees or directors of the Parent or its Affiliates that occur after November 5, 2015 (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 6.13(a)(3)(B)) and (B) the cash proceeds of key man life insurance policies received by the Parent or any of its Restricted Subsidiaries after November 5, 2015;

that complies with Section 6.04;

(c)    The amount of all Restricted Payments (other than cash) shall be the Fair Market Value (as defined in Section 6.12 hereof) on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent or such Restricted Subsidiary of the Parent, as the case may be, pursuant to such Restricted Payment, except that the Fair Market Value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date of declaration. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by this Section will be determined in accordance with the definition of that term. For purposes of determining compliance with this Section in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (i) through (xiii) of Section 6.13(b), or is permitted pursuant to Section 6.13(a), the Parent will be permitted to classify such Restricted Payment (or portion thereof) on the date made in any manner that complies with this Section.

(d)    The following terms used in this Section shall have the meanings indicated:

in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Revolving Maturity Date.

Notwithstanding the preceding, no Indebtedness will be deemed to be Permitted Refinancing Indebtedness, unless:

(aa)Clause (k) of Article VII of the Credit Agreement is hereby amended to read in its entirety as follows:

(k)    one or more judgments for the payment of money (exclusive of amounts covered by insurance) in an aggregate amount in excess of $20,000,000 shall be rendered against the Parent or any Material Subsidiary and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Parent or any Material Subsidiary to enforce any such judgment;

(ab)New clauses (n), (o), (p) and (q) are hereby added to Article VII of the Credit Agreement, such new clauses to read in their entireties as follows:

(n)    the occurrence of an “Event of Default” under the GSO NPA;

(o)    any Subsidiary of Parent shall guaranty any Indebtedness under the GSO NPA without concurrently guarantying the Obligations, or Parent or any Subsidiary of Parent shall grant a Lien on any asset securing any Indebtedness under the GSO NPA without concurrently granting a parri passu Lien securing the Obligations;

(p)    any material property owned by Parent or any of its Subsidiaries (other than Excluded Assets) shall cease to be subject to a first priority Lien securing the Obligations, subject only to exceptions permitted under this Agreement;

(q)    the Parent and the Restricted Subsidiaries which are party to the Security Agreements and the Guaranties shall cease to own, in the aggregate, assets having an aggregate book value equal to or greater than eighty-five percent (85%) of the book value of all assets owned by the Parent and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP;

(ac)A new Section 9.20 is hereby added to the Credit Agreement, such new section to read in its entirety as follows:

SECTION 9.20. FATCA. For purposes of determining withholding Taxes imposed under FATCA (hereinafter defined), from and after July 1, 2016, the Parent and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans and the Loan Documents as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). The term “FATCA”, as used herein, means Sections 1471 through 1474 of the Code as of July 1, 2016 (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations

or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

(ad)Exhibit B to the Credit Agreement is hereby amended to be identical to Exhibit B attached hereto.

Section 2.Conditions. This Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement) (the “Effective Date”):

(a)the Administrative Agent (or its counsel) has received from the Loan Parties and all of the Lenders either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy or e-mail transmission of a signed signature page of this Amendment) that such party has signed counterparts of this Amendment,

(b)the Administrative Agent shall have received each of the following, each in form and substance satisfactory to the Administrative Agent:

(c)the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good

standing of the Parent and the Restricted Subsidiaries which are Domestic Subsidiaries, CSI Compressco GP Inc. and CSI Compressco Investment LLC, the authorization of the execution, delivery and performance of this Amendment and the related Loan Documents by the Parent and the Restricted Subsidiaries which are Domestic Subsidiaries, CSI Compressco GP Inc. and CSI Compressco Investment LLC and any other legal matters relating to this Amendment.

The Administrative Agent shall give, or cause to be given, prompt notice to the Parent and the Lenders as to whether the conditions specified in the immediately preceding sentence have been satisfied by the deadline set forth therein and shall specify the Effective Date; such notice may be oral, telephonic, written (including faxed) or by e-mail.

Section 3.Post-Closing Requirements. On or before July 31, 2016, Parent shall deliver to the Administrative Agent each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)stock certificates and stock powers related to Equity Interests in any Foreign Subsidiaries which are subject to a Security Agreement;

(b)executed account control agreements with respect to each material deposit account maintained by the Parent or any Restricted Subsidiary which has executed a Security Agreement with any institution other than JPMorgan Chase Bank, N.A.; and

(c)executed fleet mortgages and such other collateral documents as the Administrative Agent shall require to create and perfect a first-priority (except as expressly permitted by the Credit Agreement) Lien upon U.S. flag vessels Epic Explorer, Official Number 603607, Epic Seahorse, Official Number 587754, and Tetra Arapaho, Official Number 625271, and Vanuatu flag vessel Tetra Hedron, Official Number 2056.

Section 4.Representations True; No Default. The Parent represents and warrants that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except (i) to the extent any such representation or warranty is expressly limited to an earlier date, in which case, on and as of the date hereof, such representation or warranty shall continue to be true and correct in all material respects as of such specified earlier date and (ii) an adverse ruling in the arbitration described on Annex I hereto could have a Material, Adverse Effect on the ability of Epic Diving & Marine Services, LLC to perform its obligations under the Loan Documents. The Parent hereby certifies that no Default or Event of Default has occurred and is continuing.

Section 5.Ratification. Except as expressly amended hereby, the Loan Documents shall remain in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect.

Section 6.Definitions and References. Any term used in this Amendment that is defined in the Credit Agreement shall have the meaning therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Loan Documents or any other instrument, document or writing furnished to the Administrative Agent or any lender by any Loan Party and referring to the Credit Agreement shall mean the Credit Agreement as hereby amended.

Section 7.Expenses; Additional Information. The Parent shall pay to the Administrative Agent all reasonable expenses incurred in connection with the execution of this Amendment and the new Notes.

Section 8.Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of Parent and the Lenders and their respective successors, assigns, receivers and trustees (but Parent shall not assign its rights hereunder without the express prior written consent of the Administrative Agent and each Lender); (b) may be modified or amended only by a writing signed by the party against whom the same is to be enforced; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (d) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers, effective as of the date first above written.

By: /s/Joseph J. Meyer

Each Guarantor executes this Amendment to evidence its (a) consent, to the extent such consent is necessary or required, to the execution and delivery by the Parent of the Amendment; (b) confirmation that the Guaranty continues to cover all of the Debt (as such term is defined in the Guaranty), including Debt incurred under the Credit Agreement as amended by the Amendment, with the obligations of such Guarantor under the Guaranty limited as set forth therein, and (c) acknowledgement that the Lenders would not have executed this Amendment but for such consent and confirmation.

COMPRESSCO, INC.,

a Delaware corporation

MARITECH RESOURCES, LLC.

a Delaware limited liability company

TETRA APPLIED HOLDING COMPANY,

a Delaware corporation

TETRA APPLIED TECHNOLOGIES, LLC,

a Delaware limited liability company

TETRA FINANCIAL SERVICES, INC.

a Delaware corporation

TETRA FOREIGN INVESTMENTS, LLC.

a Delaware limited liability company

TETRA - HAMILTON FRAC WATER

SERVICES, LLC, an Oklahoma limited liability

company

TETRA MICRONUTRIENTS, INC.,

a Texas corporation

TETRA PROCESS SERVICES, L.C.,

a Texas limited liability company

TSB OFFSHORE, INC.,

a Delaware corporation

T-PRODUCTION TESTING, LLC,

a Texas limited liability company