Exhibit 10.1
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 10, 2024, relating to the
Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the “Borrower”), PROFRAC HOLDINGS, LLC, a Texas limited liability company, (“Holdings”), the
other Guarantors party hereto, each of the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Agent and the Collateral Agent for the Lenders.
RECITALS
WHEREAS, the Borrower, Holdings, the other Obligors from time to time party thereto, the Lenders from time to time party
thereto, the Letter of Credit Issuers from time to time party thereto, the Swingline Lender, the Agent and the Collateral Agent are parties to that certain Credit Agreement dated as of March 4, 2022 (as amended by that certain First Amendment
to Credit Agreement dated as of July 25, 2022, that certain Second Amendment to Credit Agreement dated as of November 1, 2022, that certain Third Amendment to Credit Agreement dated as of December 30, 2022, that certain Fourth
Amendment to Credit Agreement dated as of February 23, 2023, that certain Fifth Amendment to Credit Agreement dated as of April 14, 2023, that certain Sixth Amendment to Credit Agreement dated as of September 29, 2023, and that
certain Seventh Amendment to Credit Agreement dated as of December 27, 2023, and as further amended, supplemented, waived or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Existing
Credit Agreement” and, as amended by this Amendment, and as further amended, restated, supplemented or otherwise modified from time to time after the effectiveness of this Amendment, the “Credit Agreement”);
WHEREAS, the Borrower, as the “Company”, Holdings and the other Guarantors party thereto, as the “Notes
Guarantors”, and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent (the “Indenture Agent”), have entered into that certain Indenture, dated as of December 27, 2023 (as
amended, restated, supplemented and otherwise modified from time to time prior to the date hereof, the “Existing Indenture”), providing for the issuance of the Borrower’s Senior Secured Floating Rate Notes due 2029;
WHEREAS, the Borrower has advised the Agent and the Lenders that the Borrower desires to acquire, directly or indirectly, 100%
of the issued and outstanding Stock in Advanced Stimulation Technologies, Inc., a Texas corporation (“AST”), pursuant to that certain Stock Purchase Agreement, dated as of May 2, 2024 (as executed, together with any other
amendments, restatements, supplements or other modifications thereto in effect as of the Eighth Amendment Effective Date, and any other amendments, restatements, supplements or modifications thereto, or any waivers or consents thereunder after the
Eighth Amendment Effective Date to the extent not prohibited by the Credit Agreement, the “AST Acquisition Agreement”), among AST, Autry C. Stephens, an individual residing in the State of Texas, as the “Seller” and
Borrower, as the “Purchaser” (such transaction, the “AST Acquisition”);
WHEREAS, in connection
with the AST Acquisition, the Borrower has advised the Agent and the Lenders that the Borrower desires to issue an additional $120 million aggregate principal