Form 8-K TETRA TECHNOLOGIES INC For: Apr 30

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May 6, 2015 4:42 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): April 30, 2015

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)



Delaware	1-13455	74-2148293
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 367-1983

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed by TETRA Technologies, Inc. (the “Company”) in the Company’s Current Report on Form 8-K filed on March 24, 2015 (the “Prior Form 8-K"), the Company entered into a Note Purchase Agreement (as amended, the “Note Purchase Agreement”) dated March 18, 2015, by and among the Company and Wells Fargo Energy Capital, Inc. (“WFEC”), in its capacity as noteholder representative for the noteholders (the “Noteholder Representative”) and in its capacity as the sole initial purchaser. The Note Purchase Agreement relates to the Company’s issuance and sale of $50.0 million aggregate principal amount of its Senior Secured Notes due April 1, 2017 (whether one or more, the “Senior Secured Notes”). On April 30, 2015 (the “Closing Date”), the Company completed the issuance and sale of the Senior Secured Notes pursuant to the Note Purchase Agreement in a private placement transaction. The Senior Secured Notes are guaranteed on a secured basis by certain of the Company’s domestic subsidiaries (the “Guarantors”) pursuant to a Subsidiary Guaranty dated as of the Closing Date (the “Subsidiary Guaranty”) in favor of WFEC, in its capacity as the Noteholder Representative, for the benefit of the noteholders referred to in the Note Purchase Agreement. The Senior Secured Notes are secured by certain collateral as set forth in the Pledge and Security Agreement (the “Pledge Agreement”) dated as of the Closing Date by and among the Company, the Guarantors and certain of the Company’s domestic subsidiaries that are not Guarantors (the “Non-Recourse Pledgors,” and collectively with the Company and the Guarantors, the “Grantors”), and WFEC, in its capacity as Noteholder Representative and collateral agent. In connection with the issuance of the Senior Secured Notes and the execution of the Pledge Agreement, the Company, CSI Compressco LP (the “Partnership”) and WFEC, in its capacity as Noteholder Representative, entered into a Registration Rights Agreement (the “Registration Rights Agreement”) relating to the common units of the Partnership included in the collateral as set forth in the Pledge Agreement.

Net proceeds from the sale of the Senior Secured Notes were used to provide a portion of the funds necessary to repay the $90.0 million principal amount repayment of the Company’s Series 2008-B Senior Notes that matured and became due and payable on April 30, 2015.

The Senior Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act.

The foregoing summary of the Note Purchase Agreement, Senior Secured Notes, Subsidiary Guaranty, Pledge Agreement and Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note Purchase Agreement, filed as Exhibit 10.1 to the Prior Form 8-K and incorporated herein by reference, and to the full text of the Senior Secured Note, Subsidiary Guaranty, Pledge Agreement and Registration Rights Agreement, copies of which are filed as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In addition, the information set forth in the Prior Form 8-K, as well as the information set forth below in Item 2.03 of this Current Report on Form 8-K, is incorporated by reference into this Item 1.01.

Affiliates of WFEC have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company and its affiliates.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Senior Secured Notes

Pursuant to the terms of the Note Purchase Agreement, on the Closing Date the Company issued and sold the Senior Secured Notes in the aggregate principal amount of $50.0 million to WFEC in a private placement exempt from the registration requirements of the Securities Act. The Senior Secured Notes will mature on April 1, 2017. The principal portion of the indebtedness evidenced by the Senior Secured Notes will consist entirely of tranches that bear interest at LIBOR plus an applicable margin (“LIBOR Tranches”) and tranches that bear interest at a base rate (as described in the Note Purchase Agreement) plus an applicable margin (the “Base Rate Tranche”). On the Closing Date, a single Senior Secured Note was issued and it bears interest at the rate of LIBOR plus an applicable margin as set forth in the Note Purchase Agreement. The Company may convert the LIBOR Tranche into a Base Rate Tranche in accordance with the Note Purchase Agreement. For a further discussion of the LIBOR Tranche and Base Rate Tranche, as well as additional payment terms of the Senior Secured Notes, refer to Item 2.03 of the Prior 8-K, which is incorporated herein by reference.

The foregoing description of the Senior Secured Notes does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Senior Secured Note, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Subsidiary Guaranty

Payment of principal of and interest on the Senior Secured Notes, and all other amounts due under the Note Purchase Agreement, is guaranteed by the Guarantors pursuant to the terms of the Subsidiary Guaranty. Pursuant to the Subsidiary Guaranty, the Guarantors have unconditionally and irrevocably guaranteed to WFEC, for the ratable benefit of it, the noteholders and their respective successors and assigns, the due, prompt and complete payment by the Company of any and all amounts owed by the Company or any Guarantor to WFEC or any noteholder under any of the Note Purchase Agreement, the Senior Secured Notes, the Subsidiary Guaranty, the Pledge Agreement, the Registration Rights Agreement or other agreements delivered pursuant to the Note Purchase Agreement.

The foregoing description of the Subsidiary Guaranty does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Subsidiary Guaranty, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Pledge and Security Agreement

Under the Pledge Agreement, the Grantors (other than CSI Compressco GP Inc. and CSI Compressco Investment LLC) have pledged, assigned and granted to WFEC, on behalf of and for the ratable benefit of WFEC and the noteholders, first priority security interests in certain collateral as set forth under the Pledge Agreement, which includes the accounts of such Grantors. In addition, CSI Compressco GP Inc., CSI Compressco Investment LLC and TETRA International Incorporated have pledged to WFEC, on behalf of and for the ratable benefit of WFEC and the noteholders, first priority security interests in the common units in the Partnership held by such parties.

The foregoing description of the Pledge Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Pledge Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Registration Rights Agreement

On the Closing Date, the Company and the Partnership entered into the Registration Rights Agreement with WFEC, in its capacity as Noteholder Representative. Pursuant to the terms of the Registration Rights Agreement, the Partnership has agreed, until such time as all obligations under the Note Purchase Agreement have been paid and performed in full, to file a registration statement providing for the sale of the common units of the Partnership owned and pledged pursuant to the Pledge Agreement that have not been previously sold pursuant to Rule 144 of the Securities Act or a registration statement filed under the Securities Act as promptly as practicable following written demand from WFEC after the occurrence of an event of default under the Note Purchase Agreement. Under the Registration Rights Agreement, with respect to any offering of equity securities for cash proposed by the Partnership following an event of default under the Note Purchase Agreement, WFEC will have the right to have its Registrable Securities included in such offering subject to the terms of the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number		Description
4.1		Senior Secured Note due April 1, 2017.
4.2		Subsidiary Guaranty dated April 30, 2015, executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC and TETRA Applied Technologies, LLC, in favor of Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative for the benefit of the noteholders.
10.1		Pledge and Security Agreement, dated as of April 30, 2015, by and among TETRA Technologies, Inc., Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC, CSI Compressco GP Inc., TETRA Applied Technologies, LLC and CSI Compressco Investment LLC, as the grantors, and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative and collateral agent.
10.2		Registration Rights Agreement, dated as of April 30, 2015, by and among CSI Compressco LP, TETRA Technologies, Inc., and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	TETRA Technologies, Inc.

By:	/s/Elijio V. Serrano
	Elijio V. Serrano
	Senior Vice President & Chief Financial Officer
Date: May 6, 2015

EXHIBIT INDEX



Exhibit Number		Description
4.1		Senior Secured Note due April 1, 2017.
4.2		Subsidiary Guaranty dated April 30, 2015, executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC and TETRA Applied Technologies, LLC, in favor of Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative for the benefit of the noteholders.
10.1		Pledge and Security Agreement, dated as of April 30, 2015, by and among TETRA Technologies, Inc., Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC, CSI Compressco GP Inc., TETRA Applied Technologies, LLC and CSI Compressco Investment LLC, as the grantors, and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative and collateral agent.
10.2		Registration Rights Agreement, dated as of April 30, 2015, by and among CSI Compressco LP, TETRA Technologies, Inc., and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative.

EXHIBIT 4.1

SENIOR SECURED NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM.

TETRA TECHNOLOGIES, INC.

SENIOR SECURED NOTES DUE APRIL 1, 2017



No. R-1	April 30, 2015
$50,000,000	PPN: 88162F C#0

FOR VALUE RECEIVED, the undersigned, TETRA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), promises to pay to WELLS FARGO ENERGY CAPITAL, INC., or registered assigns, the principal sum of FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00) together with interest on the principal hereof outstanding until maturity, as more particularly described, and at the rates set forth, in the Note Purchase Agreement referred to below. Payments of principal and interest with respect to this Note are to be made at the times set forth in the Note Purchase Agreement referred to below in lawful money of the United States of America at the principal office of the Noteholder Representative (as defined in the Note Purchase Agreement) in Houston, Texas or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is issued pursuant to a Note Purchase Agreement dated as of March 18, 2015 (as from time to time amended, the “Note Purchase Agreement”), among the Company, the Noteholder Representative and the respective Initial Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement.

This Note has been registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any prepayment premium) and with the effect provided in the Note Purchase Agreement.

Payment of the principal of, and interest on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of April 30, 2015 by certain Subsidiaries of the Company, as amended or supplemented from time to time, and secured pursuant to the terms of a Pledge and Security Agreement dated as of April 30, 2015 by the Company and certain Subsidiaries of the Company, as amended or supplemented from time to time.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York excluding choice-of-law principles of the laws of such State that would require the application of the laws of a jurisdiction other than such State.

[Signature Page Follows]

TETRA TECHNOLOGIES, INC.

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Vice President - Finance, Treasurer and

Assistant Secretary

EXHIBIT 4.2

SUBSIDIARY GUARANTY

THIS SUBSIDIARY GUARANTY (this “Guaranty”) dated April 30, 2015 is made by the undersigned (each, a “Guarantor”), in favor of Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative (“Noteholder Representative”) for the benefit of the Noteholders referred to in the Note Purchase Agreement (defined below), including each Initial Purchaser named in the Note Purchase Agreement, and their respective successors and assigns (Noteholder Representative, the Noteholders, and their successors and assigns, collectively, the “Beneficiaries”).

W I T N E S S E T H:

WHEREAS, TETRA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), the Noteholder Representative and the Initial Purchasers have entered into a Note Purchase Agreement dated as of March 18, 2015 (as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Note Purchase Agreement”);

WHEREAS, pursuant to the Note Purchase Agreement, the Company has issued $50,000,000 principal amount of Notes;

WHEREAS, the Company directly or indirectly owns all or a substantial portion of the issued and outstanding capital stock or membership interests, as the case may be, of each Guarantor and, by virtue of such ownership and otherwise, such Guarantor will derive substantial benefits from the purchase by the Noteholders of the Company’s Notes;

WHEREAS, it is a condition precedent to the obligation of the Initial Purchasers to purchase the Notes that each Guarantor shall have executed and delivered this Guaranty to Noteholder Representative and it is and will be a condition to the sale of subsequent series of the Notes that this Guaranty run in favor of the holders of such subsequent series of Notes; and

WHEREAS, each Guarantor desires to execute and deliver this Guaranty to satisfy the conditions described in the preceding paragraph;

NOW, THEREFORE, in consideration of the premises and other benefits to each Guarantor and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, each Guarantor makes this Guaranty as follows:

SECTION 1. Definitions. Any capitalized terms not otherwise herein defined shall have the meanings attributed to them in the Note Purchase Agreement.

SECTION 2. Guaranty. Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to Noteholder Representative, for the ratable benefit of the Beneficiaries, the due, prompt and complete payment by the Company of the Notes Obligations, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) in accordance with the terms of the Notes, the Note Purchase Agreement and the other Notes Documents. This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to

be paid such amounts to the Beneficiaries under the terms of such Notes Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Notes Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Noteholder Representative and the Noteholders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the reasonable fees and expenses of counsel. Each Guarantor covenants that, so long as any Notes Obligation remains outstanding, it will, and, if necessary, will enable the Company to, fully comply with the conditions, covenants and agreements set forth in the Note Purchase Agreement. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.

SECTION 3. Guarantor’s Obligations Unconditional. The obligations of each Guarantor under this Guaranty shall be primary, absolute and unconditional obligations of each Guarantor, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense based upon any claim each Guarantor or any other person may have against the Company or any other person, and to the full extent permitted by applicable law shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not each Guarantor or the Company shall have any knowledge or notice thereof), including:

(a)any termination, amendment or modification of or deletion from or addition or supplement to or other change in any of the Notes Documents or any other instrument or agreement applicable to any of the parties to any of the Notes Documents;

(b)any furnishing or acceptance of any security, or any release of any security, for the Notes Obligations, or the failure of any security or the failure of any person to perfect any interest in any collateral;

(c)any failure, omission or delay on the part of the Company to conform or comply with any term of any of the Notes Documents or any other instrument or agreement referred to in paragraph (a) above, including, without limitation, failure to give notice to any Guarantor of the occurrence of a “Default” or an “Event of Default” under any Notes Document;

(d)any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Notes Document, or any other waiver, consent, extension, indulgence, compromise, settlement, release or other action or inaction under or in respect of any of the Notes Documents or any other instrument or agreement referred to in paragraph (a) above or any obligation or liability of the Company, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument or agreement or any such obligation or liability;

(e)any failure, omission or delay on the part of Noteholder Representative or any of the Noteholders to enforce, assert or exercise any right, power or remedy conferred on Noteholder Representative or such Noteholder in this Guaranty, or any such failure, omission or delay on the part of Noteholder

Representative or such Noteholder in connection with any Notes Document, or any other action on the part of Noteholder Representative or such Noteholder;

(f)any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Company, any other Guarantor or to any other person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

(g)any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Notes Documents or any other agreement or instrument referred to in paragraph (a) above or any term hereof;

(h)any merger or consolidation of the Company or any Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of the Company or any Guarantor to any other person;

(i)any change in the ownership of any shares of capital stock of the Company or any change in the corporate relationship between the Company and any Guarantor, or any termination of such relationship;

(j)any release or discharge, by operation of law, of any other Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty; or

(k)any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense (other than the defense of payment) or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against any Guarantor.

SECTION 4. Full Recourse Obligations. The obligations of each Guarantor set forth herein constitute the full recourse obligations of such Guarantor enforceable against it (subject to the last sentence of Section 2) to the full extent of all its assets and properties.

SECTION 5. Waiver. Each Guarantor unconditionally waives, to the extent permitted by applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to such Guarantor of the incurrence of any of the Notes Obligations, notice to such Guarantor or the Company of any breach or default by such Guarantor or the Company with respect to any of the Notes Obligations or any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights of Noteholder Representative or the Noteholders against such Guarantor, (c) presentment to or demand of payment from the Company or the Guarantor with respect to any amount due under any Notes Document or protest for nonpayment or dishonor, (d) any right to the enforcement, assertion or exercise by Noteholder Representative or any of the Noteholders of any right, power, privilege or remedy conferred in the Note Purchase Agreement or any other Notes Document or otherwise, (e) any requirement of diligence on the part of Noteholder Representative or any of the Noteholders, (f) any requirement to exhaust any remedies or to mitigate the damages resulting from any default under any Notes Document, (g) any notice of any sale, transfer or other disposition by Noteholder Representative or any of the Noteholders of any right, title to or interest in the Note Purchase Agreement or in any other Notes Document and (h) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release (other than a release of such Guarantor herefrom pursuant to Section

1.4 of the Note Purchase Agreement) or defense of a guarantor or surety (other than the defense of payment) or which might otherwise limit recourse against such Guarantor.

SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity. Until all Notes Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of Noteholder Representative or any of the Noteholders against the Company or against any collateral security or guaranty or right of offset held by Noteholder Representative or the Noteholders for the payment of the Notes Obligations. Until all Notes Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as any Notes Obligations remain outstanding, if any amount shall be paid by or on behalf of the Company to any Guarantor on account of any of the rights waived in this Section 6, such amount shall be held by such Guarantor in trust, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Noteholder Representative for the benefit of the Beneficiaries (duly endorsed by such Guarantor to Noteholder Representative, if required), to be applied against the Notes Obligations, whether matured or unmatured, in such order as the Noteholders may determine. The provisions of this Section 6 shall survive the term of this Guaranty and the payment in full of the Notes Obligations.

SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the sums due to the Beneficiaries pursuant to the terms of the Note Purchase Agreement or any other Notes Document is rescinded or must otherwise be restored or returned by such Beneficiaries upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other person, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or other person or any substantial part of its property, or otherwise, all as though such payment had not been made. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing, and such acceleration shall at such time be prevented by reason of the pendency against the Company or any other person of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all other Notes Obligations shall be deemed to have been accelerated with the same effect as if Noteholder Representative or any Noteholder had accelerated the same in accordance with the terms of the Note Purchase Agreement or other applicable Notes Document, and such Guarantor shall forthwith pay such principal amount, make-whole amount, if any, and interest thereon and any other amounts guaranteed hereunder without further notice or demand.

SECTION 8. Term of Agreement. This Guaranty and all guaranties, covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Notes Obligations shall be paid and performed in full and all of the agreements of such Guarantor hereunder shall be duly paid and performed in full; provided that each Guarantor shall be automatically and immediately released herefrom without any further act by any Person as provided in Section 1.4 of the Note Purchase Agreement.

SECTION 9. Representations and Warranties. Each Guarantor represents and warrants to Noteholder Representative and each Noteholder that:

(a)such Guarantor is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of

organization and has the corporate, limited partnership or limited liability company, as the case may be, power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged;

(b)such Guarantor has the corporate, limited partnership or limited liability company, as the case may be, power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty, and has taken all necessary corporate, limited partnership or limited liability company, as the case may be, action to authorize its execution, delivery and performance of this Guaranty;

(c)this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(d)the execution, delivery and performance of this Guaranty will not violate any provision of any requirement of law or material contractual obligation of such Guarantor and will not result in or require the creation or imposition of any Lien on any of the properties, revenues or assets of such Guarantor pursuant to the provisions of any material contractual obligation of such Guarantor or any requirement of law;

(e)no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority is required as to such Guarantor in connection with the execution, delivery or performance of this Guaranty by such Guarantor or the validity or enforceability of this Guaranty;

(f)no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Guarantor, threatened by or against such Guarantor or any of its properties or revenues (i) with respect to this Guaranty or any of the transactions contemplated hereby or (ii) which could reasonably be expected to have a Material Adverse Effect;

(g)the execution, delivery and performance of this Guaranty by such Guarantor will not violate any provision of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, applicable to such Guarantor or of the certificate or articles of incorporation, bylaws, certificate of formation, articles of organization or operating agreement, as applicable, of such Guarantor or of any securities issued by such Guarantor;

(h)after giving effect to the transactions contemplated herein, such Guarantor is Solvent;

(i)after giving effect to the issuance and sale of the Notes and the application of the proceeds thereof and due consideration to any rights of contribution and reimbursement, such Guarantor has received fair consideration and reasonably equivalent value for the incurrence of its obligations hereunder or as contemplated hereunder; and

(j)the representations and warranties in the Note Purchase Agreement, to the extent relating to such Guarantor, are incorporated herein by reference, the same as if stated verbatim herein as representations and warranties made by such Guarantor, and such Guarantor, jointly and severally with each other Guarantor, represents and warrants that each of such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein).

SECTION 10. Notices. All notices and communications provided for hereunder shall be in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid), addressed (a) if to the Company, Noteholder Representative or any Noteholder, at the address or facsimile number set forth in the Note Purchase Agreement or (b) if to a Guarantor, in care of the Company at the Company’s address or facsimile number set forth in the Note Purchase Agreement, or in each case at such other address or facsimile number as the Company, Noteholder Representative, such Noteholder or such Guarantor shall from time to time designate in writing to the other parties. Any notice so addressed shall be deemed to be given when actually received.

SECTION 11. Survival. All warranties, representations and covenants made by each Guarantor herein or in any certificate or other instrument delivered by it or on its behalf hereunder shall be considered to have been relied upon by Noteholder Representative and the Noteholders and shall survive the execution and delivery of this Guaranty, regardless of any investigation made by Noteholder Representative or any of the Noteholders. All statements in any such certificate or other instrument shall constitute warranties and representations by such Guarantor hereunder.

SECTION 12. Jurisdiction and Process; Waiver of Jury Trial.

(a)Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating solely to this Guaranty, the Notes or the other Notes Documents. To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)Each Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.2(a) of the Note Purchase Agreement brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c)The Company consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 12(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 10, to it. Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d)Nothing in this Section 12 shall affect the right of any Noteholder to serve process in any manner permitted by law, or limit any right that any Noteholder may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)EACH GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

SECTION 13. Additional Guarantors. If any Subsidiary is required to become a party to this Guaranty pursuant to Section 9.6 of the Note Purchase Agreement and is not signatory hereto on the date hereof, then such Subsidiary will become a Guarantor for all purposes of this Guaranty upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 attached hereto.

SECTION 14. Miscellaneous. Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to the benefit of, each Guarantor, Noteholder Representative and the Noteholders and their respective successors and assigns. No term or provision of this Guaranty may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by each Guarantor, Noteholder Representative and each Noteholder, except for a release and discharge of this Guaranty permitted by, and in compliance with, Section 1.4 of the Note Purchase Agreement. The section and paragraph headings in this Guaranty are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof, and all references herein to numbered sections, unless otherwise indicated, are to sections in this Guaranty. This Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York excluding choice-of-law principles of the laws of such State that would require the application of the laws of a jurisdiction other than such State.

[Signature Page Follows]

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

COMPRESSCO FIELD SERVICES, L.L.C.

EPIC DIVING & MARINE SERVICES, LLC

TETRA INTERNATIONAL INCORPORATED

TETRA PRODUCTION TESTING SERVICES, LLC

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Treasurer

TETRA APPLIED TECHNOLOGIES, LLC

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Assistant Treasurer

Annex 1 to

Subsidiary Guaranty

ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of __________________________, 20___, by ______________________________, a ____________________ (the “Additional Guarantor”), in favor of Wells Fargo Energy Capital, Inc., as Noteholder Representative (in such capacity, the “Noteholder Representative”) for the Secured Parties. All capitalized terms not defined herein have the meaning ascribed to them in the Note Purchase Agreement referred to below.

PRELIMINARY STATEMENTS

A. TETRA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), the Initial Purchasers party thereto and the Noteholder Representative have entered into a Note Purchase Agreement, dated as of March 18, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”).

B. In connection with the Note Purchase Agreement, each of the Subsidiary Guarantors are party to the Subsidiary Guaranty, dated as of April 30, 2015 (as amended, restated or otherwise modified from time to time, the “Subsidiary Guaranty”), in favor of the Noteholder Representative for the benefit of the Secured Parties.

C. The Note Purchase Agreement requires the Additional Guarantor to become a party to the Subsidiary Guaranty.

D. The Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Subsidiary Guaranty.

ACCORDINGLY, IT IS AGREED:

1.Subsidiary Guaranty. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 13 of the Subsidiary Guaranty, hereby becomes a party to the Subsidiary Guaranty as a “Guarantor” thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 9 of the Subsidiary Guaranty is, as to itself, true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2.GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTOR]

By:

Name:

Title:

EXHIBIT 10.1

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Pledge and Security Agreement”) is entered into as of April 30, 2015, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that may become a party hereto as provided herein, each a “Grantor, and collectively, the “Grantors”), and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative and collateral agent (together with its successors in such capacity, the “Noteholder Representative”) for the Noteholders (such Noteholders, together with the Noteholder Representative, collectively, the “Secured Parties”).

PRELIMINARY STATEMENTS

WHEREAS, pursuant to the Note Purchase Agreement, the Company has issued $50,000,000 principal amount of Notes;

WHEREAS, the Company directly or indirectly owns all or a substantial portion of the issued and outstanding capital stock or membership interests, as the case may be, of each Grantor and, by virtue of such ownership and otherwise, such Grantor will derive substantial benefits from the purchase by the Noteholders of the Company’s Notes;

WHEREAS, it is a condition precedent to the obligation of the Initial Purchasers to purchase the Notes that each Grantor shall have executed and delivered this Pledge and Security Agreement to Noteholder Representative and it is and will be a condition to the sale of subsequent series of the Notes that this Pledge and Security Agreement run in favor of the holders of such subsequent series of Notes; and

WHEREAS, each Grantor desires to execute and deliver this Pledge and Security Agreement to satisfy the conditions described in the preceding paragraph;

NOW, THEREFORE, in consideration of the premises and other benefits to each Grantor and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, each Grantor and the Noteholder Representative, on behalf of the Secured Parties, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1. Terms Defined in Note Purchase Agreement. All capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Note Purchase Agreement.

1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Pledge and Security Agreement or the Note Purchase Agreement are used herein as defined in the UCC.

1.3. Definitions of Certain Terms Used Herein. As used in this Pledge and Security Agreement, in addition to the terms defined in the introductory paragraph hereto and in the Preliminary Statements, the following terms have the following meanings:

“Account” has the meaning set forth in Article 9 of the UCC.

“Account Debtor” means a Person who is obligated on an Account.

“Amendment” has the meaning set forth in Section 4.3 hereof.

“Article” means a numbered article of this Pledge and Security Agreement, unless another document is specifically referenced.

“Assumption Agreement” means an Assumption Agreement substantially in the form of Annex 1 hereto.

“Collateral” has the meaning set forth in Article II.

“Collateral Account” means any Deposit Account under the sole dominion and control of the Noteholder Representative established by the Noteholder Representative as provided in Section 7.1.

“Common Units” means the common units representing limited partner interests in the Issuer including and any warrants, options or other rights entitling any Grantor to purchase or acquire any such common units.

“Control” has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Noteholder Representative, among (a) any Grantor, (b) a securities intermediary holding such Grantor’s assets constituting Collateral, including funds and securities, or the Issuer, and (c) the Noteholder Representative, which in any case is sufficient to establish the Noteholder Representative’s Control over the Common Units.

“Effective Date” means (a) with respect to the Company and each other Grantor party hereto on the date hereof, the date of the “Closing” as defined in the Note Purchase Agreement, and (b) with respect to each other Grantor, the “Effective Date” as defined in the Assumption Agreement by means of which such Grantor becomes a party hereto.

“Excluded Accounts” means Accounts owned by CSI Compressco GP, Inc. or CSI Compressco Investment LLC.

“Excluded Equity” means all General Partner Interests and Incentive Distribution Rights, each as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer dated as of June 20, 2011.

“Excluded Payments” has the meaning set forth in Section 4.5(d)(iii) hereof.

“Exhibit” refers to a specific exhibit to this Pledge and Security Agreement (unless another document is specifically referenced) as from time to time supplemented by any Assumption Agreement.

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

“Non-Recourse Pledgor” has the meaning set forth in Section 8.22 hereof.

“Pledged Equity” means all Common Units in the Issuer now owned or hereafter acquired by the Grantors that constitute Collateral hereunder, whether or not evidenced by certificates physically delivered to the Noteholder Representative pursuant to this Pledge and Security Agreement, including without limitation the Common Units set forth on Exhibit C.

“Proceeds” has the meaning set forth in Article 9 of the UCC and, in any event shall include, without limitation, all dividends or other income from the Pledged Equity or other Collateral, collections thereon or distributions or payments with respect thereto.

“Receivables” means the Accounts and any other rights or claims to receive money which, in both cases, are otherwise included as Collateral.

“Section” means a numbered section of this Pledge and Security Agreement, unless another document is specifically referenced.

“Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Common Units constituting Collateral, any right to receive any Common Units and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by the Issuer.

“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Noteholder Representative’s or any Secured Party’s Lien on any Collateral.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

GRANT OF SECURITY INTEREST

Each Grantor hereby pledges, assigns and grants to the Noteholder Representative, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all of the following items, categories and types of personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”):


(i)	all Accounts (excluding Excluded Accounts);


(ii)	all of the issued and outstanding Common Units in the Issuer now owned or hereafter acquired by such Grantor including, without limitation, the Common Units set forth on Exhibit C hereto;


(iii)	any Securities Accounts in which the Pledged Equity is held; and


(iv)	all accessions to, substitutions for and replacements, Proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;

to secure the prompt and complete payment and performance of the Notes Obligations. Notwithstanding the foregoing, and for the avoidance of doubt, the Collateral shall not include the Excluded Equity.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Grantor represents and warrants to the Noteholder Representative and the Secured Parties that:

3.1.Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Noteholder Representative the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against each Grantor in the locations listed on Exhibit D, the Noteholder Representative will have a validly perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by the filing of financing statements, subject only to Liens created hereunder and

Permitted Encumbrances. The Noteholder Representative’s security interest in the Pledged Equity has been perfected by Control for purposes of the UCC.

3.2.Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

3.3.Principal Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A.

3.4.Securities Accounts. All of such Grantor’s Securities Accounts in which Pledged Equity is held as of the Effective Date are listed on Exhibit B.

3.5.Exact Names. Such Grantor’s name in which it has executed this Pledge and Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization as of the Effective Date. Except as may be described in Exhibit A or in an applicable Assumption Agreement, such Grantor has not, during the past five years prior to its becoming a party hereto, had any other name or been a party to any merger or consolidation.

3.6.No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Noteholder Representative as the secured party, (b) financing statements with respect to Liens permitted by Section 4.1(e), and (c) financing statements being terminated concurrently with the execution hereof.

3.7.Accounts. The names of the obligors, amounts owing, due dates and other information with respect to its Accounts are and will be correctly stated in all records of such Grantor relating thereto and in all invoices with respect thereto furnished to the Noteholder Representative by such Grantor from time to time upon request by Noteholder Representative or otherwise in accordance herewith. As of the time when each Account arises, such Grantor shall be deemed to have represented and warranted that such Account and all records relating thereto, are genuine and in all material respects what they purport to be. With respect to its Accounts, except as notified to the Noteholder Representative or could not reasonably be expected to have a Material Adverse Effect, (a) all Accounts represent bona fide sales of inventory, rental equipment or rendering of services to Account Debtors in the ordinary course of such Grantor's business and are not evidenced by a judgment, Instrument or Chattel Paper; (b) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business; (c) to such Grantor's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor's books and records and any invoices and statements with respect thereto; (d) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which could reasonably be expected to result in any adverse change in such Account Debtor's financial condition; and (e) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due.

3.8.Pledged Equity.

(a)Exhibit C sets forth a complete and accurate list of all Pledged Equity owned by such Grantor as of the Effective Date. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Equity listed on Exhibit C as being owned by it. Such Grantor further represents and warrants that (i) all Pledged Equity owned by it is duly authorized and validly issued and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Noteholder Representative representing Pledged Equity, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Noteholder Representative

so that the Noteholder Representative may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Equity held by a securities intermediary is covered by a Control Agreement, and (iv) a Control Agreement has been entered into with respect to any Pledged Equity that is in the form of uncertificated securities.

(b)In addition, (i) none of the Pledged Equity owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, and (ii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Equity pursuant to this Pledge and Security Agreement or for the execution, delivery and performance of this Pledge and Security Agreement by such Grantor, or for the exercise by the Noteholder Representative of the voting or other rights provided for in this Pledge and Security Agreement or for the remedies in respect of the Pledged Equity pursuant to this Pledge and Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

ARTICLE IV

COVENANTS

From the date of this Pledge and Security Agreement, and thereafter until this Pledge and Security Agreement is terminated, each Grantor agrees that:

4.1. General.

(a)Access to Records.

(i)Such Grantor, other than any Non-Recourse Pledgor, will comply with the Company’s covenants contained in Section 9.8 of the Note Purchase Agreement concerning maintenance of books and records and provision of access to such records and the Collateral to the Noteholder Representative;

(ii)Such Grantor, if a Non-Recourse Pledgor, will maintain, with respect to all Collateral owned by it, proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Grantor, as the case may be. Such Grantor will keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of Collateral owned by it. Such Grantor has devised a system of internal accounting controls sufficient to provide reasonable assurances that its books, records, and accounts accurately reflect all transactions and dispositions of Collateral owned by it, and such Grantor will continue to maintain such system.

(b)Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Noteholder Representative to file, and if requested will deliver to the Noteholder Representative, all financing statements and other documents, and to take such other actions, as may from time to time be requested by the Noteholder Representative in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Noteholder Representative may be filed in any filing office in any UCC jurisdiction and may (i) describe such Grantor’s Collateral by any description which reasonably approximates the description contained in this Pledge and Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office’s acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Such Grantor also agrees to furnish any such information to the Noteholder Representative promptly upon reasonable request. Such Grantor also ratifies its authorization for the Noteholder Representative to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(c)Further Assurances. Such Grantor will, if so requested by the Noteholder Representative, furnish to the Noteholder Representative, as often as the Noteholder Representative reasonably requests, statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Noteholder Representative may request, all in such detail as the Noteholder Representative may reasonably specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Noteholder Representative in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.

(d)Disposition of Collateral.

(iii)Such Grantor, other than any Non-Recourse Pledgor, will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 10.7 of the Note Purchase Agreement;

(iv)Such Grantor, if a Non-Recourse Pledgor, will not sell, lease, transfer or otherwise dispose of, including by way of merger, any Collateral except for dispositions of the Pledged Equity for 100% cash consideration and for fair market value, so long as such Grantor and the Company have complied in all respects with Section 8.4 of the Note Purchase Agreement;

promptly following request by the Company, the Noteholder Representative shall, at the Company’s expense, take all actions necessary to terminate the security interest created hereunder in any Collateral that is the subject of a permitted disposition hereunder and shall return to the Company all original certificates representing any Common Units that are so disposed.

(e)Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) Liens created hereunder and (ii) Permitted Encumbrances.

(f)Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Noteholder Representative, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

(g)Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

4.2 Receivables.

(a) Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising in the ordinary course of business.

(b) Collection of Receivables. Except as otherwise provided in this Pledge and Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense and consistent with past practices, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

(c) Delivery of Invoices. Such Grantor will deliver to the Noteholder Representative, immediately upon its request after the occurrence and during the continuation of an Event of Default, duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Noteholder Representative shall specify.

(d) Disclosure of Counterclaims on Receivables. Upon delivery of any duplicate invoices or records related to Receivables in accordance herewith, if (i) any material discount, credit or agreement to make a rebate or to otherwise materially reduce the amount owing on any Receivable owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any such Receivable, such Grantor will promptly disclose such fact to the Noteholder Representative in writing in connection with the inspection by the Noteholder Representative of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Noteholder Representative relating to such Receivable.

4.3. Delivery of Certificated Securities. Such Grantor will deliver to the Noteholder Representative (a) immediately upon the Effective Date, the originals of all certificated Securities constituting Collateral owned by it on the Effective Date (if any then exist), (b) following the Effective Date, upon receipt thereof, any certificated Securities constituting Collateral, and (c) upon the Noteholder Representative’s request, a duly executed amendment to this Pledge and Security Agreement (an “Amendment”), substantially in the form of Exhibit E hereto, pursuant to which such Grantor will identify and ratify the pledge of such additional Collateral. Such Grantor hereby authorizes the Noteholder Representative to attach each Amendment to this Pledge and Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

4.4. Uncertificated Pledged Equity. Such Grantor will permit the Noteholder Representative from time to time to cause the Issuer (and, if held with a securities intermediary, such securities intermediary) of uncertificated Securities or other types of Pledged Equity not represented by certificates to mark their books and records with respect thereto to reflect the Lien of the Noteholder Representative granted pursuant to this Pledge and Security Agreement. With respect to any Pledged Equity owned by it, such Grantor will take any action necessary to cause (a) the Issuer (if it has issued uncertificated Securities which are Pledged Equity) and (b) any securities intermediary which is the holder of any such Pledged Equity, to cause the Noteholder Representative to have and retain Control over such Pledged Equity including, without limitation, by causing such Person to enter into a Control Agreement.

4.5. Pledged Equity.

(a)Changes in Capital Structure of the Issuer. Such Grantor will not vote any Pledged Equity in favor of any dissolution or liquidation of the Issuer.

(b)Registration of Pledged Equity. Such Grantor will permit any registerable Pledged Equity owned by it to be registered in the name of the Noteholder Representative or its nominee at any time during the continuance of an Event of Default upon notice from the Noteholder Representative.

(c)Exercise of Rights in Pledged Equity.

(i) Without in anyway limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Equity owned by it for all purposes not inconsistent with this Pledge and Security Agreement, the Note Purchase Agreement or any other Notes Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Noteholder Representative in respect of such Pledged Equity.

(ii)Such Grantor will permit the Noteholder Representative or its nominee at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Equity owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Common Units constituting such Pledged Equity as if it were the absolute owner thereof.

(iii)Subject to Section 5.2, Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Equity owned by it to the

extent not in violation of the Note Purchase Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”), which shall be delivered to the Noteholder Representative pursuant to the following subsection (iv) and immediately applied by Noteholder Representative to the Notes Obligations: (A) dividends and other distributions paid or payable in cash in respect of such Pledged Equity in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of the Issuer; and (B) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Equity, except to the extent such amounts are not accepted as a prepayment pursuant to Section 8.4 of the Note Purchase Agreement, in which case Grantor shall be entitled to receive such amounts; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Pledge and Security Agreement; and

(iv)All Excluded Payments and all other dispositions in respect of any of the Pledged Equity owned by a Grantor, whenever paid or made, shall be delivered to the Noteholder Representative to hold as Pledged Equity and shall, if received by such Grantor, be received in trust for the benefit of the Noteholder Representative, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Noteholder Representative as Pledged Equity in the same form as so received (with any necessary endorsement).

(c) Securities. No Grantor shall permit any Common Units which are included within the Collateral at any time to constitute a Security or permit the Issuer to take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security have been delivered to the Noteholder Representative and such Security is properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the Issuer thereof or otherwise, or (ii) the Noteholder Representative has entered into a Control Agreement with the Issuer or with a securities intermediary relating to such Security.

4.6 No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Noteholder Representative provided for in this Pledge and Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Noteholder Representative of any one or more of such rights, powers or remedies.

4.7. Control Agreements. For each Securities Account that in which Collateral is held that such Grantor at any time maintains, such Grantor will, substantially contemporaneously with the opening of such Securities Account, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Noteholder Representative, cause the securities intermediary that maintains such Securities Account to agree to comply at any time with instructions from the Noteholder Representative to such securities intermediary directing the disposition of funds from time to time credited to such Securities Account, without further consent of such Grantor, or take such other action as the Noteholder Representative may approve in order to perfect the Noteholder Representative’s security interest in such Securities Account.

4.8. Change of Name or Location; etc. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices, or the location of its records concerning the Collateral, (c) change its corporate structure, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Noteholder Representative shall have received at least thirty days’ prior written notice of such change. Each Grantor agrees to take any reasonable action requested by the Noteholder Representative in connection therewith (including any action to continue the perfection of any Liens in favor of the Noteholder Representative, on behalf of the Secured Parties, in any Collateral).

4.9 Additional Grantors. Each Grantor agrees to cause each of its Subsidiaries that is required to become a party to this Pledge and Security Agreement pursuant to Section 9.6 of the Note Purchase Agreement to become a Grantor for all purposes of this Pledge and Security Agreement by executing and delivering an Assumption Agreement substantially in the form of Annex 1 hereto.

ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

5.1 Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:

(a) The breach by any Grantor of any of the terms or provisions of Article IV or Article VII.

(b) The breach by any Grantor (other than a breach which constitutes an Event of Default under any other Section of this Article V) of any of the terms or provisions of this Pledge and Security Agreement which is not remedied within thirty (30) days after such breach.

5.2 Remedies. Upon the occurrence of an Event of Default:

(a)the Noteholder Representative may, or at the direction of the Required Noteholders, shall, exercise any or all of the following rights and remedies:

(i)those rights and remedies provided in this Pledge and Security Agreement, the Note Purchase Agreement, or any other Notes Document; provided that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Noteholder Representative and the Secured Parties prior to an Event of Default;

(ii)those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;

(iii)the right to give notice of sole control or any other instruction under any Control Agreement and take any action therein with respect to such Collateral, and the right to endorse and collect any cash proceeds of the Collateral;

(iv)without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, the right to enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process), the right to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Noteholder Representative may deem commercially reasonable;

(v)concurrently with written notice to the applicable Grantor, the right to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Equity, to exchange certificates or instruments representing or evidencing Pledged Equity for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Equity as though the Noteholder Representative was the outright owner thereof, and to take any actions provided for in the Registration Rights Agreement; and

(vi)the right to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder).

(b)The Noteholder Representative, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(c)The Noteholder Representative shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Noteholder Representative and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

(d)Until the Noteholder Representative is able to effect a sale, lease, or other disposition of Collateral, the Noteholder Representative shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving or protecting the Collateral or its value, enforcing this Pledge and Security Agreement, perfecting and maintaining the perfection and priority of the Noteholder Representative’s security interest in the Collateral or for any other purpose deemed appropriate by the Noteholder Representative. The Noteholder Representative may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Noteholder Representative’s remedies (for the benefit of the Noteholder Representative and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.

(e)Notwithstanding the foregoing, neither the Noteholder Representative nor any Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Notes Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Notes Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

(f)Each Grantor recognizes that the Noteholder Representative may be unable to effect a public sale of any or all the Pledged Equity and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Noteholder Representative shall be under no obligation to delay a sale of any of the Pledged Equity done in accordance with applicable laws for the period of time necessary to permit any Grantor or the Issuer to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the Issuer would agree to do so.

5.3. Grantor’s Obligations Upon Default. Upon the request of the Noteholder Representative after the occurrence of an Event of Default, each Grantor will:

(a)assemble and make available to the Noteholder Representative the Collateral and all books and records relating thereto at any place or places specified by the Noteholder Representative, whether at a Grantor’s premises or elsewhere;

(b)permit the Noteholder Representative, by the Noteholder Representative’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and

records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy; and

(c)at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Noteholder Representative and each Noteholder, at any time, and from time to time, promptly upon the Noteholder Representative’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

5.3. Grant of Intellectual Property License. For the purpose of enabling the Noteholder Representative to exercise the rights and remedies under this Article V at such time as the Noteholder Representative shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Noteholder Representative, for the benefit of the Noteholder Representative and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any intellectual property rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY

6.1.Account Verification and Collection. During the continuance of an Event of Default, the Noteholder Representative shall have the right at any time at the Grantors’ expense to (a) verify the validity, amount or any other material information relating to any Receivables, including verification with the relevant Account Debtors, and (b) enforce collection of any such Receivables and to adjust, settle or compromise the amount of payment thereof, all in the same manner as the Grantors.

6.2.Authorization for Secured Party to Take Certain Action.

(a) Each Grantor irrevocably authorizes the Noteholder Representative at any time and from time to time in the sole discretion of the Noteholder Representative and appoints the Noteholder Representative as its attorney in fact to do all acts and things necessary or desirable in the Noteholder Representative’s sole discretion to preserve and protect the Collateral and perfect and maintain the perfection and priority of the Noteholder Representative’s security interest in the Collateral including, without limitation, (i) to execute on behalf of such Grantor as debtor and to file financing statements, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Pledge and Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Noteholder Representative in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Noteholder Representative’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the Issuer or with securities intermediaries holding Pledged Equity as may be necessary or advisable to give the Noteholder Representative Control over such Pledged Equity, (v) to apply the proceeds of any Collateral received by the Noteholder Representative to the Notes Obligations as provided in Section 7.1, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) during the continuance of an Event of Default, to contact Account Debtors for any reason, (viii) during the continuance of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Noteholder Representative or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) during the continuance of an Event of Default, to sign such Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) during the continuance of an Event of Default, to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables, (xii) during the continuance of an Event of Default, to settle, adjust or

compromise any legal proceedings brought to collect Receivables, (xiii) during the continuance of an Event of Default, to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) during the continuance of an Event of Default, to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) during the continuance of an Event of Default, to change the address for delivery of mail addressed to such Grantor to such address as the Noteholder Representative may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Pledge and Security Agreement; and such Grantor agrees to reimburse the Noteholder Representative on demand for any payment made or any reasonable expense incurred by the Noteholder Representative in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Pledge and Security Agreement, the Note Purchase Agreement or under any other Notes Document.

(b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Noteholder Representative, for the benefit of the Noteholder Representative and Secured Parties, under this Section 6.2 are solely to protect the Noteholder Representative’s interests in the Collateral and shall not impose any duty upon the Noteholder Representative or any Secured Party to exercise any such powers.

6.3.Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE NOTEHOLDER REPRESENTATIVE AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN IN SECTION 6.2 ABOVE) TO TAKE THOSE ACTIONS WITH RESPECT TO ITS PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED EQUITY, THE APPOINTMENT OF THE NOTEHOLDER REPRESENTATIVE AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED EQUITY WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED EQUITY ON THE RECORD BOOKS OF THE ISSUER) BY ANY PERSON (INCLUDING THE ISSUER OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT.

6.4.Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE NOTEHOLDER REPRESENTATIVE AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS PLEDGE AND SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE NOTEHOLDER REPRESENTATIVE, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE VII

COLLECTION AND APPLICATION OF RECEIVABLES AND OTHER COLLATERAL PROCEEDS

7.1.Collection and Application of Receivables and Other Collateral Proceeds. The Noteholder Representative hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Noteholder Representative may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Noteholder Representative at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables,

when collected by such Grantor, (a) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Noteholder Representative if required, in a Collateral Account maintained under the sole dominion and control of the Noteholder Representative, subject to withdrawal by the Noteholder Representative for the account of the Secured Parties only as provided below in this Section, and (b) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured Parties) shall continue to be collateral security for the Notes Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Noteholder Representative’s election, the Noteholder Representative may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Notes Obligations of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties segregated from other funds of such Grantor, and shall, at the request of the Noteholder Representative, forthwith upon receipt by such Grantor, be turned over to the Noteholder Representative in the exact form received by such Grantor (duly endorsed by such Grantor to the Noteholder Representative, if required). All Proceeds received by the Noteholder Representative hereunder shall be held by the Noteholder Representative in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Noteholder Representative in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Notes Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Noteholder Representative’s election, the Noteholder Representative may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Notes Obligations of such Grantor in such order as the Noteholder Representative may elect in compliance with the Note Purchase Agreement, and any part of such funds which the Noteholder Representative elects not so to apply and deems not required as collateral security for such Notes Obligations shall be paid over from time to time by the Noteholder Representative to the Company or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Notes Obligations shall have been paid in full shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same.

ARTICLE VIII

GENERAL PROVISIONS

8.1.Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed sent within a reasonable time if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Noteholder Representative or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Noteholder Representative or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Noteholder Representative or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or under the power of sale conferred by this Pledge and Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Pledge and Security Agreement or any Collateral.

8.2.Limitation on Noteholder Representative’s and any Secured Party’s Duty with Respect to the Collateral. The Noteholder Representative shall have no obligation to prepare the Collateral for sale. The Noteholder

Representative and each Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Noteholder Representative nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Noteholder Representative or such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Noteholder Representative to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Noteholder Representative (a) to fail to incur expenses deemed significant by the Noteholder Representative to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Noteholder Representative against risks of loss, collection or disposition of Collateral or to provide to the Noteholder Representative a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Noteholder Representative, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Noteholder Representative in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Noteholder Representative would be commercially reasonable in the Noteholder Representative’s exercise of remedies against the Collateral and that other actions or omissions by the Noteholder Representative shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Noteholder Representative that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.

8.3.Compromises and Collection of Collateral. The Grantors and the Noteholder Representative recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Noteholder Representative may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Noteholder Representative in its sole discretion shall determine or abandon any Receivable, and any such action by the Noteholder Representative shall be commercially reasonable so long as the Noteholder Representative acts in good faith based on information known to it at the time it takes any such action.

8.4.Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Noteholder Representative may perform or pay any obligation which any Grantor has agreed to perform or pay in this Pledge and Security Agreement and the Grantors shall reimburse the Noteholder Representative for any amounts paid by the Noteholder Representative pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Noteholder Representative pursuant to the preceding sentence shall be included in the Notes Obligations and payable on demand.

8.5.Specific Performance of Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained herein will cause irreparable injury to the Noteholder Representative and the Secured Parties, that the Noteholder Representative and Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees that the covenants of the Grantors contained herein shall be specifically enforceable against the Grantors.

8.6.Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Noteholder Representative or other conduct of the Noteholder Representative, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Noteholder Representative or the Secured Parties unless such authorization is in writing signed by the Noteholder Representative with the consent or at the direction of the Required Lenders

8.7.No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Noteholder Representative or any Noteholder to exercise any right or remedy granted under this Pledge and Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Pledge and Security Agreement whatsoever shall be valid unless in writing signed by the Noteholder Representative with the concurrence or at the direction of the Noteholders to the extent required under Section 17 of the Note Purchase Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Pledge and Security Agreement or by law afforded shall be cumulative and all shall be available to the Noteholder Representative and the Secured Parties until the Notes Obligations have been paid in full.

8.8.Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Pledge and Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Pledge and Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Pledge and Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Pledge and Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Pledge and Security Agreement are declared to be severable.

8.9.Reinstatement. This Pledge and Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Notes Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

8.10.Benefit of Agreement. The terms and provisions of this Pledge and Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Noteholder Representative and the Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Pledge and Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Pledge and Security Agreement or any interest herein, without the prior written consent of the Noteholder Representative. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Notes Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Noteholder Representative, for the benefit of the Noteholder Representative and the Secured Parties, hereunder.

8.11.Survival of Representations. All representations and warranties of the Grantors contained in this Pledge and Security Agreement shall survive the execution and delivery of this Pledge and Security Agreement, as of the date made.

8.12.Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Pledge and Security Agreement shall be paid by the Grantors, together with interest and penalties, if any, upon and pursuant to the terms set forth in Section 9.4 of the Note Purchase Agreement. The Grantors shall reimburse the Noteholder Representative for any and all reasonable out-of-pocket expenses (including reasonable attorneys’, auditors’ and accountants’ fees) paid or incurred by the Noteholder Representative in connection with the preparation, execution, delivery, administration, collection and enforcement of this Pledge and Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Notwithstanding the foregoing, unless an Event of Default is continuing, Grantors shall be required to reimburse the Noteholder Representative for only one audit per calendar year. Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

8.13.Headings. The title of and section headings in this Pledge and Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Pledge and Security Agreement.

8.14.Termination. This Pledge and Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Notes Obligations outstanding) until all of the Notes Obligations have been indefeasibly paid and performed in full and no obligations of the Noteholder Representative or the Secured Parties which would give rise to any Notes Obligations are outstanding.

8.15.Entire Agreement. This Pledge and Security Agreement, the Note Purchase Agreement, and the other Notes Documents embody the entire agreement and understanding between the Grantors and the Noteholder Representative relating to the Collateral and supersede all prior agreements and understandings between the Grantors and the Noteholder Representative relating to the Collateral.

8.16.CHOICE OF LAW. THIS PLEDGE AND SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.17.CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT, IN EITHER CASE, SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AND SECURITY AGREEMENT OR ANY OTHER NOTES DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE NOTEHOLDER REPRESENTATIVE OR ANY SECURED PARTY OR GRANTOR TO BRING PROCEEDINGS IN THE COURTS OF ANY OTHER JURISDICTION.

8.18.WAIVER OF JURY TRIAL. EACH GRANTOR, THE NOTEHOLDER REPRESENTATIVE AND EACH SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE AND SECURITY AGREEMENT OR ANY OTHER NOTES DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

8.19.Indemnity. Each Grantor hereby agrees to indemnify the Noteholder Representative and the Secured Parties, and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Noteholder Representative or any Secured Party is a party thereto) imposed on, incurred by or asserted against the Noteholder Representative or the Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Pledge and Security Agreement, or the

manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Noteholder Representative or the Secured Parties or any Grantor).

8.20.Counterparts. This Pledge and Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Pledge and Security Agreement by signing any such counterpart. Delivery of an executed counterpart of this Pledge and Security Agreement by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart of this Pledge and Security Agreement.

8.21.Lien Absolute. All obligations of each Grantor hereunder shall be absolute and unconditional irrespective of:

(a)any extension, renewal, settlement, compromise, waiver or release in respect of any of the Notes Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Notes Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Notes Obligations;

(b)any lack of validity or enforceability relating to or against any Grantor or any other guarantor of any of the Notes Obligations, for any reason related to the Note Purchase Agreement, any other Notes Document or any other agreement or instrument governing or evidencing any Notes Obligations, or any applicable law purporting to prohibit the payment by any Grantor or any other guarantor of the Notes Obligations of the principal of or interest on the Notes Obligations;

(c)any modification or amendment of or supplement to the Note Purchase Agreement or any other Notes Document;

(d)any change in the time, manner or place of payment of, or in any other term of, all or any part of the Notes Obligations, or any other amendment or waiver of or any consent to any departure from the Note Purchase Agreement, any other Notes Document or any other agreement or instrument governing or evidencing any Notes Obligations, including any increase or decrease in the rate of interest thereon;

(e)any change in the corporate existence, structure or ownership of any Grantor or any other guarantor of any of the Notes Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Grantor or any other guarantor of the Notes Obligations, or any of their assets or any resulting release or discharge of any obligation of any Grantor or any other guarantor or any of the Notes Obligations;

(f)any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Notes Document or Notes Obligations;

(g)any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Note Purchase Agreement, any other Notes Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of any Grantor; or

(h)any other act or omission to act or delay of any kind by any Grantor or any other guarantor of the Notes Obligations, the Noteholder Representative, any Noteholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Grantor’s obligations hereunder;

8.22.Non-Recourse. Notwithstanding anything herein to the contrary, this Pledge and Security Agreement is not intended to create any liability of any Grantor that is not the Company or a Subsidiary Guarantor (each, a “Non-

Recourse Pledgor”) for performance of the Notes Obligations or any payment or indemnity obligations hereunder and, with respect to each Non-Recourse Pledgor, is intended only to provide a security interest in the Collateral to secure the Notes Obligations. No Secured Party shall have any recourse against any Non-Recourse Pledgor (including any recourse against assets of such Non-Recourse Pledgor that do not constitute Collateral for any deficiency remaining after disposition of Collateral) except its remedies specified herein or available under law with respect to the Collateral following an Event of Default.

8.23.Release. Each Grantor consents and agrees that the Noteholder Representative may at any time, or from time to time, in its discretion:

(a)renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Notes Obligations; and

(b)exchange, release and/or surrender all or any of the Collateral (including the Pledged Equity), or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Noteholder Representative in connection with all or any of the Notes Obligations; all in such manner and upon such terms as the Noteholder Representative may deem proper, and without notice to or further assent from any Grantor, it being hereby agreed that each Grantor shall be and remain bound upon this Pledge and Security Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Notes Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Note Purchase Agreement, or any other agreement governing any Notes Obligations.

ARTICLE IX

NOTICES

9.1. Sending Notices. Any notice required or permitted to be given under this Pledge and Security Agreement shall be given in accordance with Section 18 of the Note Purchase Agreement, with each notice to each Grantor other than the Company being given in the same manner as notice to the Company under the Note Purchase Agreement, provided that such notice shall in each case be addressed to such Grantor at its notice address set forth on Exhibit A.

9.2. Change in Address for Notices. Each of the Grantors, the Noteholder Representative and the Noteholders may change the address for service of notice upon it by a notice in writing to the other parties.

ARTICLE X

THE NOTEHOLDER REPRESENTATIVE

Wells Fargo Energy Capital, Inc. has been appointed Noteholder Representative for the Secured Parties hereunder pursuant to Section 23 of the Note Purchase Agreement. It is expressly understood and agreed by the parties to this Pledge and Security Agreement that any authority conferred upon the Noteholder Representative hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Noteholder Representative pursuant to the Note Purchase Agreement, and that the Noteholder Representative has agreed to act (and any successor Noteholder Representative shall act) as such hereunder only on the express conditions contained in such Section 23. Any successor Noteholder Representative appointed pursuant to Section 23 of the Note Purchase Agreement shall be entitled to all the rights, interests and benefits of the Noteholder Representative hereunder.

ARTICLE XI

INSTRUCTIONS TO THE ISSUER

11.1 Each Grantor hereby authorizes and instructs the Issuer to comply with any instruction received by it from the Noteholder Representative in writing that (a) states that an Event of Default has occurred and (b) is otherwise in accordance with the terms of this Pledge and Security Agreement, without any other or further instructions from such Grantor.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Grantors and the Noteholder Representative have executed this Pledge and Security Agreement as of the date first above written.

GRANTORS:

TETRA TECHNOLOGIES, INC.

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Vice President - Finance, Treasurer and

Assistant Secretary

COMPRESSCO FIELD SERVICES, L.L.C.

EPIC DIVING & MARINE SERVICES, LLC

TETRA INTERNATIONAL INCORPORATED

TETRA PRODUCTION TESTING SERVICES, LLC

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Treasurer

CSI COMPRESSCO GP INC.

TETRA APPLIED TECHNOLOGIES, LLC

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Assistant Treasurer

CSI COMPRESSCO INVESTMENT LLC

By: CSI Compressco GP Inc.,

its sole managing member

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Assistant Treasurer

NOTEHOLDER REPRESENTATIVE:

Wells Fargo Energy Capital, Inc., as Noteholder Representative

By: /s/ Charles C. O’Brien, III

Name: Charles C. O’Brien, III

Title: Assistant Vice President

EXHIBIT A

(See Sections 3.2, 3.3, 3.5 and 9.1 of Pledge and Security Agreement)

NOTICE ADDRESS FOR ALL GRANTORS:

c/o TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, TX 77380

Attention: Corporate Secretary

Fax: (281) 364-4398

Email: [email protected]

ENTITY INFORMATION

TETRA TECHNOLOGIES, INC.

I. Name of Grantor: TETRA Technologies, Inc.

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Corporation

IV. Organizational Number assigned by State of Incorporation or Organization: 0907784

V. Federal Identification Number: 74-2148293


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: TETRA RESOURCES, INC.

COMPRESSCO FIELD SERVICES, L.L.C.

I. Name of Grantor: Compressco Field Services, L.L.C.

II. State of Incorporation or Organization: Oklahoma

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization: 3512386291

V. Federal Identification Number: 73-1334889


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: EconoFab, Inc.; Gas Jack, Inc.; Compressco Field Services, Inc.

CSI COMPRESSCO GP INC.

I. Name of Grantor: CSI Compressco GP Inc.

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Corporation

IV. Organizational Number assigned by State of Incorporation or Organization: 4617910

V. Federal Identification Number: 94-3450899


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: Compressco Partners GP Inc.

CSI COMPRESSCO INVESTMENT LLC

I. Name of Grantor: CSI Compressco Investment LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization: 4624739

V. Federal Identification Number: 30-0515322


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: Compressco Partners Manufacturing, LLC; Compressco Partners Investment

LLC

EPIC DIVING & MARINE SERVICES, LLC

I. Name of Grantor: Epic Diving & Marine Services, LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization: 4114193

V. Federal Identification Number: 72-1612501


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: EDS Acquisition, LLC; Epic Diving Services, LLC

TETRA APPLIED TECHNOLOGIES, LLC

I. Name of Grantor: TETRA Applied Technologies, LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization: 4377967

V. Federal Identification Number: 75-2255844


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: TAT Acquisition, LLC

TETRA INTERNATIONAL INCORPORATED

I. Name of Grantor: TETRA International Incorporated

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Corporation

IV. Organizational Number assigned by State of Incorporation or Organization: 2255598

V. Federal Identification Number: 76-0341653


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: None

TETRA PRODUCTION TESTING SERVICES, LLC

I. Name of Grantor: TETRA Production Testing Services, LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization: 4377968

V. Federal Identification Number: 81-0545621


VI.	Principal Place of Business and Mailing Address: Same as Notice Address above


VII.	Prior Names: TPTS Reorganization, LLC

EXHIBIT B

(See Section 3.4 of Pledge and Security Agreement)

SECURITIES ACCOUNTS

None.

EXHIBIT C

(See Section 3.8 of Pledge and Security Agreement and Definition of “Pledged Equity”)

LIST OF PLEDGED EQUITY



Name of Grantor	Issuer	Certificate Number(s)	Number of Common Units	Percentage of all Outstanding Common Units of Issuer
CSI Compressco GP Inc.	CSI Compressco LP	ZQ00000005 ZQ00000007 ZQ00000008 ZQ00000009 ZQ00000010	400,500 2,706,160 2,706,160 2,706,160 2,706,160	33.87%
CSI Compressco Investment LLC	CSI Compressco LP	ZQ00000003	1,390,290	4.19%
TETRA International Incorporated	CSI Compressco LP	ZQ00000006	1,476,087	4.45%

EXHIBIT D

(See Section 3.1 of Pledge and Security Agreement)

FILING OFFICES



Name of Grantor	Filing Office
TETRA Technologies, Inc.	Delaware
Compressco Field Services, L.L.C.	Oklahoma
CSI Compressco GP Inc.	Delaware
CSI Compressco Investment LLC	Delaware
Epic Diving & Marine Services, LLC	Delaware
TETRA Applied Technologies, LLC	Delaware
TETRA International Incorporated	Delaware
TETRA Production Testing Services, LLC	Delaware

EXHIBIT E

(See Section 4.3 of Pledge and Security Agreement)

AMENDMENT

Reference is made to that certain Pledge and Security Agreement, dated April 30, 2015, by and among TETRA Technologies, Inc., a Delaware corporation, the other Grantors party thereto, and Wells Fargo Energy Capital, Inc., as the Noteholder Representative, (the “Pledge and Security Agreement”).

This Amendment, dated ________________, ___ (the “Effective Date”) is delivered pursuant to Section 4.3 of the Pledge and Security Agreement. All defined terms herein have the meanings ascribed thereto or incorporated by reference in the Pledge and Security Agreement.

The undersigned hereby certifies that the representations and warranties in Article III of the Pledge and Security Agreement are and continue to be true and correct (after giving effect to this Amendment). The undersigned further agrees that this Amendment may be attached to the Pledge and Security Agreement and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in Exhibit C to the Pledge and Security Agreement and shall secure all Notes Obligations referred to in the Pledge and Security Agreement.

By:

Name:

Title:

SCHEDULE I TO AMENDMENT

PLEDGED EQUITY



Name of Grantor	Issuer	Certificate Number(s)	Number of Common Units	Percentage of all Outstanding Common Units of Issuer
[_____]	[_____]	[_____]	[_____]	[_____]

Annex 1 to

Pledge and Security Agreement

ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of __________________________, 20___, by ______________________________, a ____________________ (the “Additional Grantor”), in favor of Wells Fargo Energy Capital, Inc., as Noteholder Representative (in such capacity, the “Noteholder Representative”) for the Secured Parties. All capitalized terms not defined herein have the meaning ascribed to them in the Note Purchase Agreement referred to below.

PRELIMINARY STATEMENTS

B. In connection with the Note Purchase Agreement, the Company the other Grantors are party to that certain Pledge and Security Agreement, dated as of April 30, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), in favor of the Noteholder Representative for the benefit of the Secured Parties.

C. The Note Purchase Agreement requires the Additional Grantor to become a party to the Pledge and Security Agreement.

D. The Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Pledge and Security Agreement.

ACCORDINGLY, IT IS AGREED:

1.Pledge and Security Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 4.9 of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a “Grantor” thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder and grants a security interest to the Noteholder Representative, as provided therein, in all of its right, title and interest in and to the Collateral to secure the prompt and complete payment and performance of the Notes Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the appropriate Exhibits to the Pledge and Security Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article III of the Pledge and Security Agreement is, as to itself, true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By:

Name:

Title:

EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

by and among

CSI COMPRESSCO LP

TETRA TECHNOLOGIES, INC.

and

WELLS FARGO ENERGY CAPITAL, INC.,

as Noteholder Representative

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2015, by and among CSI COMPRESSCO LP, a Delaware limited partnership (the “Partnership”), TETRA Technologies, Inc., a Delaware corporation (“TETRA”), and WELLS FARGO ENERGY CAPITAL, INC., in its capacity as the noteholder representative (together with its successors and assigns in such capacity, the “Noteholder Representative”) for the Noteholders;

WHEREAS, TETRA, the Noteholder Representative, in such capacity, and the initial purchasers party thereto (the “Initial Purchasers”) entered into a Note Purchase Agreement, dated March 18, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), pursuant to which TETRA agreed to issue and sell, and the Initial Purchasers agreed to purchase, $50,000,000 aggregate principal amount of its Senior Secured Notes due April 1, 2017 (the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement);

WHEREAS, in connection with the Note Purchase Agreement, TETRA, the other Grantors (as defined in the Pledge Agreement) and the Noteholder Representative, in such capacity, entered into a Pledge and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which each of the Grantors pledged and granted a security interest in all of its right, title and interest in and to its Collateral, which includes all of the common units representing limited partner interests (the “Common Units”) of the Partnership held by the Grantors, in favor of the Noteholder Representative, for the benefit of the Noteholders, to secure the Notes Obligations;

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth herein for the benefit of the Noteholder Representative, the Initial Purchasers, the Noteholders and their respective successors and assigns pursuant to the Note Purchase Agreement; and

WHEREAS, it is a condition to the obligations of the Initial Purchasers under the Note Purchase Agreement that this Agreement be executed and delivered by the Partnership.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1. 1Terms Defined in Note Purchase Agreement. All capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Note Purchase Agreement.

Section 1. 2Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling”, “controlled by”, and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Units” has the meaning specified therefor in the recitals of this Agreement.

“Demand Registration Statement” has the meaning specified therefor in Section 2.1(a) of this Agreement.

“Effectiveness Period” has the meaning specified therefor in Section 2.1(a) of this Agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Included Registrable Securities” has the meaning specified therefor in Section 2.2(a) of this Agreement.

“Initial Purchasers” has the meaning specified therefor in the recitals of this Agreement.

“Loss” has the meaning specified therefor in Section 2.6(a) of this Agreement.

“Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.

“Note Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement.

“Noteholder Representative” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Notes” has the meaning specified therefor in the recitals of this Agreement.

“Partnership” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Piggyback Offering” has the meaning specified therefor in Section 2.2(a) of this Agreement.

“Pledge Agreement” has the meaning specified therefor in the recitals of this Agreement.

“Pledged Units” means (a) the Common Units that have been pledged, or any Common Units that from time to time become pledged, to the Noteholder Representative for the benefit of the Noteholders and any other secured parties pursuant to the Collateral Documents as security for the repayment of all obligations owing to the Noteholder Representative and the Noteholders pursuant to the Note Purchase Agreement and the other Notes Documents including, without limitation, the Common Units listed on Schedule 1 hereto, and (b) any security issued in respect of the Common Units described in clause (a) because of or in connection with any conversion, dividend, distribution or split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Registrable Securities” means the Pledged Units; provided that “Registrable Securities” shall not include any Pledged Units that (a) are not owned by TETRA, a subsidiary of TETRA or the Noteholder Representative, or (b) have been sold pursuant to Rule 144 of the Securities Act, in a transaction registered pursuant to a registration statement filed under the Securities Act or otherwise.

"Registration Expenses” means all expenses incurred in effecting or keeping effective any registration of the resale of Registrable Securities pursuant to this Agreement or in effecting any offering pursuant to this Agreement, including, without limitation, all registration, qualification, filing and listing fees, printing expenses, fees and disbursements of counsel for the Partnership, blue sky fees and expenses, expenses of the Partnership’s independent accountants (including the expenses of any regular or special reviews or audits or “comfort” letters incident to or required by any such registration) and the reasonable fees and expenses of one firm of counsel for the Noteholder

Representative and the Noteholders, but shall not include any underwriting discounts, selling commissions, brokerage fees and stock transfer taxes attributable to the sale of Registrable Securities by the Noteholder Representative.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Shelf Registration Statement” has the meaning specified therefor in Section 2.1(a) of this Agreement

“TETRA” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Underwritten Offering” means an offering (including an offering pursuant to a registration statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1Demand Registration.

(a)As promptly as practicable following written demand from the Noteholder Representative following the occurrence of an Event of Default, but in no event later than twenty days following receipt of such demand, the Partnership shall file with the Commission a registration statement under the Securities Act providing for the resale of all Registrable Securities (the “Shelf Registration Statement”), including the prospectus to be used in connection therewith. The Shelf Registration Statement shall be filed on Form S-3 pursuant to Rule 415 under the Securities Act or any successor form or rule that may be adopted by the Commission. The Partnership shall use its reasonable commercial efforts to cause the Shelf Registration Statement to become effective as promptly as practicable and to remain effective to the extent necessary to ensure that it is available for the resale of all Registrable Securities until all Common Units covered by such Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). If the Partnership is unable to file, cause to be effective or maintain the effectiveness of the Shelf Registration Statement as required under this Section 2.1(a), the Noteholder Representative shall have the right to require the Partnership to register under and in accordance with the provisions of the Securities Act the resale of all or any portion of the Registrable Securities in accordance with the provisions hereof as soon as the Partnership becomes able to file, cause to be effective and maintain the effectiveness of such Shelf Registration Statement. Following receipt of such request from the Noteholder Representative (which shall specify the approximate aggregate number of Registrable Securities the resale of which is to be registered and the expected method or methods of disposition of such Registrable Securities), the Partnership shall use its reasonable commercial efforts to file as promptly as reasonably practicable, but not later than 90 days after receipt by the Partnership of such request, a registration statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Noteholder Representative in accordance with the method(s) of distribution specified by the Noteholder Representative (the “Demand Registration Statement”) and shall use its reasonable commercial efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Person other than the Noteholder Representative shall be permitted to offer securities under the Shelf Registration Statement or the Demand Registration Statement without the written consent of the Noteholder Representative.

(b)Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Noteholder Representative, suspend the Noteholder Representative’s use of any prospectus that is a part of the Shelf Registration Statement or the Demand Registration Statement (in which event the Noteholder Representative shall discontinue sales of the Registrable Securities pursuant to such Registration Statement but Noteholder Representative may settle any contracted sales of Registrable Securities), if (i) the Partnership or any of its subsidiaries is pursuing an acquisition, merger, reorganization, disposition, financing or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the prospectus or the Registration Statement, (ii) for reasons beyond the Partnership’s reasonable control any required financial statements are unavailable for filing by the Partnership with the Commission or (iii) the Partnership or any of its subsidiaries has experienced

some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership or its unitholders; provided, however, in no event shall the Noteholder Representative be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to the Shelf Registration Statement or the Demand Registration Statement for a period that exceeds an aggregate of 60 days in succession or 150 days in any 365-day period. Upon public disclosure of the events, financial statements or information described in clauses (i), (ii) or (iii) above or the termination of such condition(s), the Partnership shall (A) provide prompt written notice of the same to the Noteholder Representative notifying the Noteholder Representative that sales of Registrable Securities are permitted and (B) take such other actions to permit sales of Registrable Securities as contemplated in this Agreement.

Section 2.2Piggyback Offering.

(a)Following the occurrence of an Event of Default, if the Partnership shall at any time propose to conduct an offering (proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership for cash (other than an offering relating solely to an employee benefit plan) (a “Piggyback Offering”), the Partnership shall give the Noteholder Representative notice thereof and shall use its reasonable commercial efforts to conduct such Piggyback Offering in a manner that would permit the inclusion of Registrable Securities in such Piggyback Offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by the Noteholder Representative as the Noteholder Representative requests in writing. If the proposed Piggyback Offering pursuant to this Section 2.2(a) shall be an Underwritten Offering and the Managing Underwriter(s) of such offering advise the Partnership and the Noteholder Representative that, in the good faith judgment of the Managing Underwriter(s), the inclusion of all or some of the Registrable Securities would adversely and materially affect the success of the Piggyback Offering, the Partnership shall include in such Piggyback Offering only that number or amount, if any, of Registrable Securities that, in the good faith judgment of the Managing Underwriter(s), will not so adversely and materially affect the Piggyback Offering.

(b)Notwithstanding Section 2.2(a), if, at any time after giving written notice of its intention to conduct or facilitate a Piggyback Offering, the Partnership shall determine for any reason not to conduct or facilitate such Piggyback Offering, the Partnership may, at its election, give written notice of such determination to the Noteholder Representative, if the Noteholder Representative requested the inclusion of Registrable Securities in such Piggyback Registration, and thereupon the Partnership shall be relieved of its obligation to include the Registrable Securities requested to be included by the Noteholder Representative (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith).

(c)No inclusion of Registrable Securities in any Piggyback Offering under this Section 2.2 shall relieve the Partnership of its obligations, if any, to effect the registration of Registrable Securities or facilitate an offering pursuant to Section 2.1 and Section 2.3, respectively.

Section 2.3Demand Offerings; Procedures Relating to Underwritten Offerings.

(a)Demand Offerings. Following the occurrence of an Event of Default, at any time following the date on which the Shelf Registration Statement or the Demand Registration Statement becomes effective, at the request of the Noteholder Representative, the Partnership shall facilitate in the manner described in this Agreement an offering of some or all of the Registrable Securities registered on such Registration Statement, including, if requested by the Noteholder Representative, pursuant to an Underwritten Offering, and the Partnership shall take all such reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the offering, including the participation by Partnership management in roadshows related to such offering. There shall be no limit on the number of “takedown” sales from the Shelf Registration Statement or offerings requested by the Noteholder Representative hereunder. However, in no event shall the Partnership be required to facilitate more than four Underwritten Offerings hereunder; provided, however, that in the event that the Managing Underwriter(s) of such offering advise the Partnership and the Noteholder Representative that, in the good faith opinion of the Managing Underwriter(s), the inclusion of all or some of such Registrable Securities would adversely and materially affect the success of the offering, and less than 80% of the Registrable Securities sought to be included in such offering by the

Noteholder Representative are included in such consummated offering, then such offering shall not count for purposes of the limitation on the number of Underwritten Offerings.

(b)Procedures Relating to Underwritten Offerings. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter(s). In connection with an Underwritten Offering under this Agreement, the Noteholder Representative and the Partnership shall be obligated to enter into an underwriting agreement that contains customary representations, covenants, indemnities, rights and obligations and that includes indemnities to the effect provided in Section 2.6. The Noteholder Representative may not participate in such Underwritten Offering unless the Noteholder Representative agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. The Noteholder Representative may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for the Noteholder Representative’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. The Noteholder Representative shall not be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding the Noteholder Representative and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by applicable law.

(c)No offering pursuant to this Section 2.3 shall relieve the Partnership of its obligations to effect resales of Registrable Securities pursuant to Section 2.2.

Section 2.4General Procedures. In connection with its obligations contained in Section 2.1, Section 2.2 and Section 2.3, the Partnership will:

(a)prepare and file with the Commission such amendments and supplements to the applicable registration statement and the prospectus included therein as may be necessary to keep such registration statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement;

(b)furnish to the Noteholder Representative (i) as far in advance as reasonably practicable before filing any registration statement contemplated by this Agreement, or any supplement or amendment thereto, reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), provide the Noteholder Representative the opportunity to object to any information pertaining to the Noteholder Representative and its plan of distribution that is contained therein and make the corrections reasonably requested by the Noteholder Representative with respect to such information prior to filing such registration statement or supplement or amendment thereto, and (ii) such number of copies of the registration statement and the prospectus included therein and any supplements and amendments thereto as the Noteholder Representative may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;

(c)if applicable, use its reasonable commercial efforts to register or qualify the Registrable Securities covered by the registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Noteholder Representative or, in the case of an Underwritten Offering, the Managing Underwriter(s), shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(d)promptly notify the Noteholder Representative of (i) the filing of any registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any

filing referred to in clause (i) and any written request by the Commission for amendments or supplements to such registration statement or any prospectus or prospectus supplement thereto;

(e)immediately notify the Noteholder Representative of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in any registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of any registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto. Following the provision of such notice, the Noteholder Representative shall forthwith discontinue disposition of the affected Registrable Securities until the Noteholder Representative’s receipt of the copies of the supplemented or amended prospectus or until the Noteholder Representative is advised in writing by the Partnership that the use of the prospectus may be resumed;

(f)subject to appropriate confidentiality obligations, promptly furnish to the Noteholder Representative copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) over an offering of Registrable Securities;

(g)in the case of an Underwritten Offering, furnish to the underwriters an opinion of counsel for the Partnership and “cold comfort” letters signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, in each case, in such customary form as the underwriters may reasonably request;

(h)make available to the appropriate representatives of the Managing Underwriter(s) and the Noteholder Representative access to such information and the Partnership’s personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act;

(i)cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed;

(j)enter into customary agreements and take such other actions as are reasonably requested by the Noteholder Representative or the underwriters, if any, in order to expedite or facilitate the registration or disposition of such Registrable Securities; and

(k)except as set forth herein, pay all Registration Expenses, without reimbursement by the Noteholder Representative, the Initial Purchasers or the Noteholders.

Section 2.5Restrictions on Public Sale of Registrable Securities. The Noteholder Representative agrees that in connection with any public offering of the Common Units, and upon the request of the Managing Underwriter(s) in such offering, the Noteholder Representative shall not, without the prior written consent of the Managing Underwriter(s), during the period commencing on the commencement of such offering and ending on the date specified by such Managing Underwriter(s) (such period not to exceed 60 days), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Units or any securities convertible into, exercisable for or

exchangeable for Common Units, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities. The foregoing provisions of this Section 2.5 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2.2 and shall not apply to the Noteholder Representative if it does not beneficially own greater than 5% of the then outstanding Common Units, and shall be applicable to the Noteholder Representative only if all officers and directors of the Partnership are subject to the same restrictions. Notwithstanding anything to the contrary contained in this Section 2.5, the Noteholder Representative shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 2.5 in the event and to the extent that the Managing Underwriter(s) permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or other insider.

Section 2.6Indemnification.

(a)By the Partnership. In the event of a registration or offering or sale of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless the Noteholder Representative, each Noteholder, each of its directors, officers and Affiliates, and each underwriter, if any, and its Affiliates pursuant to the applicable underwriting agreement with such underwriter against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (each, a “Loss” and collectively, “Losses”) to which such Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Person in writing specifically for use in any registration statement, prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person, and shall survive the transfer of such securities by such Person.

(b)By Noteholder Representative. The Noteholder Representative agrees to indemnify and hold harmless the Partnership and its directors, officers and Affiliates to the same extent as the foregoing indemnity from the Partnership to the Noteholder Representative and the Noteholders, but only with respect to information regarding the Noteholder Representative furnished in writing by or on behalf of the Noteholder Representative expressly for inclusion in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, and then only to the extent a Loss arises out of or is based upon an untrue statement or omission made in conformity with information furnished by the Noteholder Representative; provided, however, that the liability of the Noteholder Representative shall not be greater in amount than the dollar amount of the proceeds (net of underwriting fees, discounts and selling commissions) received by the Noteholder Representative from the sale of the Registrable Securities giving rise to such indemnification.

(c)Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action brought against the indemnified party, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i)

if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 45 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so or (ii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense (but with no more than one firm of counsel for all indemnified parties in each jurisdiction plus any necessary local counsel as determined by the indemnified party) and the indemnifying party shall be liable for any expenses therefor. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the written consent of the indemnifying party (not unreasonably withheld), unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.

(d)Contribution. If the indemnification provided for in this Section 2.6 is held by a court or government agency of competent jurisdiction to be unavailable to the indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses as between the Partnership, on the one hand, and the Noteholder Representative, on the other, in such proportion as is appropriate to reflect the relative fault of the Partnership, on the one hand, and of the Noteholder Representative, on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall the Noteholder Representative be required to contribute an aggregate amount in excess of the dollar amount of proceeds received by the Noteholder Representative from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the Partnership, on the one hand, and the Noteholder Representative, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)Other Indemnification. The provisions of this Section 2.6 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.7Rule 144 Compliance. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, following the occurrence of an Event of Default, the Partnership agrees to use its commercially reasonable efforts to:

(a)make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b)file with the Commission in a timely manner all reports and other documents required of the Partnership under the Securities Act and the Exchange Act; and

(c)furnish to the Noteholder Representative so long as the Noteholder Representative owns Registrable Securities, promptly upon request, a written statement by the Partnership as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed or furnished by the Partnership as the Noteholder Representative may reasonably request in connection with the sale of Registrable Securities without registration.

Section 2.8Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Noteholder Representative by the Partnership under this Article II may be transferred or assigned by the Noteholder Representative to one or more transferee(s) or assignee(s) of such Registrable Securities, provided that (a) the Partnership is given written notice of any said transfer or assignment, stating the name and address of each such transferee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and (b) each such transferee assumes in writing responsibility for its portion of the obligations of the Noteholder Representative under this Agreement.

Section 2.9Representations and Covenants of the Partnership. The Partnership represents and warrants to the Noteholder Representative and the Noteholders that there are no other registration rights agreements in effect on the date of this Agreement (other than contained in the partnership agreement of the Partnership). The Partnership covenants and agrees to not (a) grant any registration rights to third parties that are more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Noteholder Representative or the Noteholders in this Agreement. The Partnership covenants and agrees not to effect any public or private sale or distribution of equity securities of the Partnership (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(a)(2) thereof), during the ten day period prior to, and during the 60 day period beginning with, the consummation of any Underwritten Offering of Registrable Securities in which the Noteholder Representative is participating pursuant to this Agreement.

Section 2.10Merger or Consolidation. In the event the Partnership engages in a merger or consolidation in which Common Units are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to the Noteholder Representative and the Noteholders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Partnership in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Partnership will use its reasonable commercial efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement.

ARTICLE III

TETRA OBLIGATIONS

Section 3.1Payment or Reimbursement. Notwithstanding any provision hereof to the contrary, any and all costs and expenses (including without limitation all Registration Expenses and all amounts paid or to be paid by the Partnership pursuant to Section 2.6 in respect of Losses) incurred or to be incurred by the Partnership in order to comply with the terms of this Agreement shall be paid directly by TETRA in the ordinary course of business, or if paid by the Partnership shall be reimbursed promptly to the Partnership by TETRA; provided that the provisions of this Section 3.1 shall not in any way limit or relieve the Partnership of any liability or obligation to the Noteholder Representative under this Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.1Communications. All notices and communications provided for hereunder shall be in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid) or (b) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to the Noteholder Representative, to the Noteholder Representative at 1000 Louisiana Street, 9th Floor, Houston, Texas 77002 or by facsimile to (713) 652-5874, or at such address or facsimile number as the Noteholder Representative shall have specified to the Partnership in writing, or

(ii) if to the Partnership, at 3809 S. FM 1788, Midland, Texas 79706 or by facsimile to (432) 561-9732, or at such address or facsimile number as the Partnership shall have specified to the Noteholder Representative in writing; or

(iii) if to Tetra, at 24955 Interstate 45 North, The Woodlands, TX 77380 or by facsimile to (281) 364-4306, or at such address or facsimile number as TETRA shall have specified to the Noteholder Representative in writing.

Notices under this Section 4.1 will be deemed given only when actually received.

Section 4.2Termination. This Agreement and all covenants and agreements of the Partnership contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Notes Obligations shall be paid and performed in full; provided, that the provisions of Section 2.4(k) and Section 2.6 shall survive any such termination.

Section 4.3Pledge Agreement. The Partnership hereby acknowledges and consents to the pledge of the Common Units by the Grantors under the Pledge Agreement. The Partnership acknowledges and agrees that the pledge of the Common Units under the Pledge Agreement was duly authorized and consented to in accordance with the organizational documents (including, without limitation, the partnership agreement or similar document) of the Partnership.

Section 4.4Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

Section 4.5Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed to the fullest extent permitted by applicable law that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity which such Person may have.

Section 4.6Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 4.7Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 4.8Governing Law; Submission to Jurisdiction. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in New York City, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 4.9Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising

out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 4.9.

Section 4.10Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 4.11Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the rights granted by the Partnership set forth herein. This Agreement supersedes any prior agreements and understandings between the parties with respect to such subject matter.

Section 4.12Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the Noteholder Representative.

Section 4.13No Presumption. In the event that any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

(The remainder of this page is intentionally left blank.)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CSI COMPRESSCO LP

By: CSI Compressco GP Inc., its general partner

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Assistant Treasurer

Acknowledged and agreed to solely for purposes of Section 3.1 hereof:

TETRA TECHNOLOGIES, INC.

By: /s/ Joseph J. Meyer

Name: Joseph J. Meyer

Title: Vice President - Finance and Treasurer

WELLS FARGO ENERGY CAPITAL, INC., as Noteholder Representative

By: /s/ Charles C. O’Brien, III

Name: Charles C. O’Brien, III

Title: Assistant Vice President

Schedule 1

Pledged Common Units



Grantor	Number and Description of Pledged Common Units
TETRA International Incorporated	1,476,087 Common Units
CSI Compressco GP Inc.	11,225,140 Common Units
CSI Compressco Investment LLC	1,390,290 Common Units

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Form 8-K TETRA TECHNOLOGIES INC For: Apr 30

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