EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO AMENDED AND RESTATED 

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is made
and entered into effective as of December 5, 2014 (the “Effective Date”), by and among FLOTEK INDUSTRIES, INC., a corporation organized under the laws of the State of Delaware (“Holdings”), CESI CHEMICAL, INC.,
a corporation organized under the laws of the State of Oklahoma (“CESI Chemical”), CESI MANUFACTURING, LLC, a limited liability company organized under the laws of the State of Oklahoma (“CESI Manufacturing”),
MATERIAL TRANSLOGISTICS, INC., a corporation organized under the laws of the State of Texas (“MTI”), TELEDRIFT COMPANY, a corporation organized under the laws of the State of Delaware (“Teledrift”), TURBECO, INC., a
corporation organized under the laws of the State of Texas (“Turbeco”), USA PETROVALVE, INC., a corporation organized under the laws of the State of Texas (“USA Petrovalve”) and FLORIDA CHEMICAL COMPANY, INC., a
corporation organized under the laws of the State of Delaware (“Florida Chemical”; and together with Holdings, CESI Chemical, CESI Manufacturing, MTI, Teledrift, Turbeco, USA Petrovalve, and each Person joined hereto as a borrower
from time to time, collectively, jointly and severally, the “Borrowers”, and each individually a “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Lender (as defined in the hereinafter defined Credit
Agreement) and as agent for the Lenders (in such capacity, “Agent”). 
 PRELIMINARY STATEMENTS 

A. Borrowers, Lenders and the Agent are parties to that certain Amended and Restated Revolving Credit, Term Loan and Security Agreement dated
May 10, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”); 

B. Borrowers have requested that Agent make certain amendments to the Credit Agreement; and 

C. Subject to the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Agent and the Lenders are willing to make such amendments to the Credit Agreement, all as set forth herein. 
 NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

ARTICLE I 

DEFINITIONS 

1.01    Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless
otherwise stated. 
 ARTICLE II 

AMENDMENT 

2.01    Amendment to Section 7.7. Effective as of November 12, 2012, Section 7.7 of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 “7.7.    Dividends. Declare, pay or make any
dividend or distribution on any shares of the common stock or preferred stock of any Borrower that is a corporation (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its
funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock, or of any options to purchase or acquire any such shares of common or preferred stock of any Borrower that is a corporation, other than
dividends paid to another Borrower; provided that Holdings may repurchase or redeem up to $25,000,000 in shares of the issued common stock or preferred stock of Holdings so long as immediately prior to and after
giving effect to any such repurchase or redemption, (a) no Default or Event of Default shall have occurred or result therefrom, (b) Borrowers’ pro forma Undrawn Availability shall be greater than $10,000,000 (i) based on the
month-end Borrowing Base Certificate delivered by Borrowers to Agent for the month most recently ended and (ii) at the time of such repurchase or redemption, and (c) immediately prior to or simultaneously with such repurchase or
redemption, Borrowers shall deliver a certificate signed by an authorized officer of Borrowers certifying that the matters in clauses (a) and (b) above have been satisfied.” 

ARTICLE III 

CONDITIONS PRECEDENT; POST-CLOSING OBLIGATIONS 

3.01    Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of
the following conditions precedent, unless specifically waived in writing by the Agent: 
 (a) The Agent shall have received
the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel: 
 (i) this
Amendment duly executed by each Borrower; 
 (b) The representations and warranties contained herein and in the Credit
Agreement and the Other Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof; and 

(c) No Default or Event of Default shall have occurred and be continuing. 

ARTICLE IV  

NO WAIVER 

4.01    No Waiver. Nothing contained in this Amendment shall be construed as a waiver by the Agent or any
Lender of any covenant or provision of the Credit Agreement (as amended hereby), the Other Documents, this Amendment, or of any other contract or instrument between any Borrower and the Agent or any Lender, and the failure of the Agent or any Lender
at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of the Agent to thereafter demand strict compliance therewith. The Agent and each Lender hereby
reserves all rights granted under the Credit Agreement, the Other Documents, this Amendment and any other contract or instrument between any Borrower, Lenders and the Agent. 

  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 ARTICLE V 

RATIFICATIONS, REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS 

5.01    Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Credit Agreement and the Other Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the Other Documents are ratified
and confirmed and shall continue in full force and effect. Each Borrower hereby agrees that all liens and security interest securing payment of the Obligations under the Credit Agreement are hereby collectively renewed, ratified and brought forward
as security for the payment and performance of the Obligations. Each Borrower and the Agent agree that the Credit Agreement and the Other Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with
their respective terms. 
 5.02    Representations and Warranties with respect to Other Documents. Each
Borrower hereby represents and warrants to the Agent that (a) the execution, delivery and performance of this Amendment and any and all Other Documents executed and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of each Borrower and will not violate the Articles or Certificate of Incorporation or By-Laws or the Certificate of Formation or Operating Agreement of any Borrower; (b) the representations and warranties contained
in the Credit Agreement, as amended hereby, and the Other Documents are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date; (c) no Default or Event of Default
under the Credit Agreement, as amended hereby, has occurred and is continuing, unless such Default or Event of Default has been specifically waived in writing by the Agent; and (d) each Borrower is in full compliance with all covenants and
agreements contained in the Credit Agreement and the Other Documents, as amended hereby. 
 ARTICLE VI 

MISCELLANEOUS PROVISIONS 

6.01    Survival of Representations and Warranties. All representations and warranties made in the Credit
Agreement or the Other Documents, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the Other Documents, and no investigation by the Agent or any
closing shall affect the representations and warranties or the right of the Agent to rely upon them. 

6.02    Reference to Credit Agreement. Each of the Credit Agreement and the Other Documents, and any and all
other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and
such Other Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby. 

6.03    Expenses of the Agent. Each Borrower jointly and severally agrees to pay on demand all reasonable
costs and expenses incurred by the Agent in connection with any and all amendments, modifications, and supplements to the Other Documents, including, without limitation, the costs and fees of the Agent’s legal counsel, and all costs and
expenses incurred by the Agent in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any Other Documents, including, without, limitation, the costs and fees of the Agent’s legal
counsel. 

  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 6.04    Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 

6.05    Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agent,
Lenders and each Borrower and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent. 

6.06    Counterparts. This Amendment may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. 

6.07    Effect of Waiver. No consent or waiver, express or implied, by Lenders or the Agent to or for any
breach of or deviation from any covenant or condition by any Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 

6.08    Headings. The headings, captions, and arrangements used in this Amendment are for convenience only
and shall not affect the interpretation of this Amendment. 
 6.09    Applicable Law. THIS AMENDMENT AND ALL
OTHER AGREEMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 

6.10    Final Agreement. THE CREDIT AGREEMENT AND THE OTHER DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT
THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY THE BORROWERS AND THE AGENT. 
 6.11    Release. EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY ANY LOANS OR EXTENSIONS OF
CREDIT FROM AGENT AND LENDERS TO SUCH BORROWER UNDER THE CREDIT AGREEMENT OR THE OTHER DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDERS AND THE AGENT. EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND
FOREVER DISCHARGES LENDERS, THE AGENT, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED
OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDERS AND
THE AGENT, THEIR PREDECESSORS, 

  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY
LOANS OR EXTENSIONS OF CREDIT FROM LENDERS AND THE AGENT TO SUCH BORROWER UNDER THE CREDIT AGREEMENT OR THE OTHER DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS
OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. 

6.12    Guarantors Consent, Ratification and Release. Each of the undersigned hereby consents to the terms
of this Amendment, confirms and ratifies the terms of that certain Guaranty dated as of May 10, 2013 executed by each of the undersigned in favor of Agent and the other Lenders. Each of the undersigned acknowledges that its Guaranty is in full
force and effect and ratifies the same, acknowledges that such undersigned has no defense, counterclaim, set-off or any other claim to diminish such undersigned’s liability under such documents, that such undersigned’s consent is not
required to the effectiveness of the within and foregoing Amendment, and that no consent by any such undersigned is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Obligations,
the Collateral, or any of the Other Documents. EACH OF THE UNDERSIGNED HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND LENDERS, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS AMENDMENT AND THIS CONSENT ARE EXECUTED, WHICH EACH SUCH UNDERSIGNED MAY NOW OR HEREAFTER HAVE AGAINST AGENT, DOCUMENTATION AGENT OR ANY LENDER, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY,
AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE REVOLVING CREDIT AND SECURITY AGREEMENT, AS AMENDED BY THIS AMENDMENT, OR THE OTHER DOCUMENTS, AND NEGOTIATION FOR
AND EXECUTION OF THIS AMENDMENT AND THIS CONSENT. 
 [REMAINDER OF PAGE
INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW.] 

  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the Effective
Date. 
  

					
	BORROWERS:
		
		 	FLOTEK INDUSTRIES, INC., a Delaware corporation
		
		 	By: /s/ John
Chisholm                                        

		 	Name: John Chisholm
		 	Title:   CEO and President
		
		 	CESI CHEMICAL, INC., an Oklahoma corporation
		
		 	By: /s/ John
Chisholm                                        

		 	Name: John Chisholm
		 	Title:   CEO
		
		 	 CESI MANUFACTURING, LLC, an

Oklahoma limited liability company

		
		 	By: /s/ John
Chisholm                                        

		 	Name: John Chisholm
		 	Title:   CEO
		
		 	 MATERIAL TRANSLOGISTICS, INC.,

a Texas corporation

		
		 	By: /s/ John
Chisholm                                        

		 	Name: John Chisholm
		 	Title:   CEO and President
		
		 	TELEDRIFT COMPANY, a Delaware corporation
		
		 	By: /s/ John
Chisholm                                        

		 	Name: John Chisholm
		 	 Title:   CEO and President




  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 
			
	TURBECO, INC., a Texas corporation
	
	By: /s/ John Chisholm                            
	Name: John Chisholm
	Title:	 	CEO and President
	
	 USA PETROVALVE, INC., a Texas

corporation

	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	FLORIDA CHEMICAL COMPANY, INC., a Delaware corporation
	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	GUARANTORS:
	
	FLOTEK PAYMASTER, INC.
	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	 PADKO INTERNATIONAL

INCORPORATED

	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	 Title:
	 	CEO and President



  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 
			
	PETROVALVE, INC.
	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	FLOTEK INTERNATIONAL, INC.
	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	FC PRO, LLC
	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President
	
	FCC INTERNATIONAL, INC.
	
	By: /s/ John Chisholm                            
	Name:	 	John Chisholm
	Title:	 	CEO and President



  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 
			
	AGENT AND LENDER:
	
	PNC BANK, NATIONAL ASSOCIATION
	
	By: /s/ Anita
Inkollu                                        

	Name:	 	Anita Inkollu
	Title:	 	Vice President



  
 [Flotek] Second Amendment to A&R
Credit Agreement 








 
			
	LENDERS:
	
	CAPITAL ONE LEVERAGE FINANCE CORP.
	
	By:
/s/ Lawrence J. Cannariato                                

	 Name:
	 	Lawrence J. Cannariato
	 Title:
	 	Vice President



  
 [Flotek] Second Amendment to A&R
Credit Agreement