AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT

Exhibit 10.20

Execution Version

AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT

This AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of June 22, 2015 (the “Execution Date”), but is effective as of June 1, 2015 (the “Effective Date”), by and among FTS International Services, LLC, as Grantor, (the “Grantor”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Term Loan Agreement dated as of April 16, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the “Term Loan Agreement”) by and among FTS INTERNATIONAL, INC. (“Borrower”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”),  and Agent, the Lenders have agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof;

WHEREAS, the Lenders are willing to make the financial accommodations to Borrower as provided for in the Term Loan Agreement and the other Loan Documents,  but only upon the condition, among others, that Grantor shall have executed and delivered to Agent, for the benefit of the Secured Parties, that certain Guaranty and Security Agreement, dated as of April 16, 2014 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”);

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantor executed and delivered to Agent, for the benefit of the Secured Parties, (a) a Trademark Security Agreement, dated as of April 16, 2014 and (b) a Trademark Security Agreement, dated as of March 31, 2015 (together, the “Existing Trademark Security Agreements”); and

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantor is executing and delivering to Agent, for the benefit of Secured Parties, this Amended and Restated Trademark Security Agreement to amend and restate the terms of the Existing Trademark Security Agreements;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1. DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Term Loan Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a) all of its Trademarks, Intellectual Property and Intellectual Property Licenses to which it is a party including those referred to on Schedule I;

(b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Intellectual Property License, and

(c) all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Intellectual Property License,

in each case, to the extent that such property constitutes ABL Collateral.

3. SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantor to Agent, the other Secured Parties or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving Grantor.

4. SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Guaranty and Security Agreement.  Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.

5. AUTHORIZATION TO SUPPLEMENT.  If Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  Grantor shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.  Without limiting Grantor’s obligations under this Section, Grantor hereby authorizes Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS.  This Trademark Security Agreement is a Loan Document.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver

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an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION.  THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

8. AMENDMENT AND RESTATEMENT. This Trademark Security Agreement is an amendment and restatement of the Existing Trademark Security Agreements.  All terms and provisions of this Trademark Security Agreement supersede, and amend and restate, in their entirety the Existing Trademark Security Agreements, except for (a) the Secured Obligations (as defined in the Existing Trademark Security Agreements) which shall survive and be renewed, extended, amended and restated by the terms of this Trademark Security Agreement and (b) the liens and security interests in the Trademark Collateral (as defined in the Existing Trademark Security Agreements) and any other assets or property of Grantor that were created, granted and/or perfected by the Existing Trademark Security Agreements or any other Indenture Documents, all of which liens and security interests shall continue and remain valid, binding and enforceable liens and security interests in the Trademark Collateral and such other assets and property.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the Execution Date, but effective as of the Effective Date.

GRANTOR:	FTS INTERNATIONAL SERVICES, LLC
	By:	/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT]

AGENT:	ACCEPTED AND ACKNOWLEDGED BY:
	XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association
	By:	/s/ Xxxxxxxxx Faith
		Name: Xxxxxxxxx Faith
		Title: Director

[SIGNATURE PAGE TO AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT]

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

UNITED STATES TRADEMARKS

U.S. Registrations:

Owner		Registration Number		Description
FTS International Services, LLC		4416031		Aquacor (design in blue) (International Classes 009 & 040)
FTS International Services, LLC		4416030		Aquacor (International Classes 009 & 040)
FTS International Services, LLC		4054905		CHL
FTS International Services, LLC		3497579		CITRINE
FTS International Services, LLC		3322250		CS-POLYBREAK 210
FTS International Services, LLC		4636429		DIAMOND
FTS International Services, LLC		4451132		DIAMOND design
FTS International Services, LLC		4189683		ECO GREEN
FTS International Services, LLC		4675488		ENERGIZE YOUR CAREER
FTS International Services, LLC		4151986		ENERGY SOLUTIONS. WORLDWIDE.
FTS International Services, LLC		4193471		“F” (shield design)
FTS International Services, LLC		4193472		“F” (shield design in color)
FTS International Services, LLC		4185461		“F” (stylized design)
FTS International Services, LLC		4204838		“F” (stylized design in color)
FTS International Services, LLC		4313998		F FTS INTERNATIONAL (horizontal design plus words)
FTS International Services, LLC		4318050		F FTS INTERNATIONAL (horizontal design plus words in color)
FTS International Services, LLC		4313999		F FTS INTERNATIONAL (vertical design plus words)
FTS International Services, LLC		4314000		F FTS INTERNATIONAL (vertical design plus words in color)
FTS International Services, LLC		4636479		F FTS INTERNATIONAL Unconventional by Design (horizontal design plus words)
FTS International Services, LLC		4011448		FRAC TECH
FTS International Services, LLC		3522979		FT Frac Tech (logo & design)
FTS International Services, LLC		4313997		FTS INTERNATIONAL
FTS International Services, LLC		4471425		FTS INTERNATIONAL MANUFACTURING
FTS International Services, LLC		4329229		FTS INTERNATIONAL PROPPANTS

Owner		Registration Number		Description
FTS International Services, LLC		4332747		FTS INTERNATIONAL SERVICES
FTS International Services, LLC		4388204		FTS INTERNATIONAL WIRELINE
FTS International Services, LLC		4332750		FTSI
FTS International Services, LLC		4290177		FTSI PROPPANTS
FTS International Services, LLC		3437249		JADE
FTS International Services, LLC		4214082		NPD
FTS International Services, LLC		4108769		NPD-2000
FTS International Services, LLC		4177022		NPD-3000
FTS International Services, LLC		3428709		OPAL
FTS International Services, LLC		4210164		PFP
FTS International Services, LLC		3393387		PLATINUM
FTS International Services, LLC		3383301		RUBY
FTS International Services, LLC		4159362		SLICKWATER GREEN
FTS International Services, LLC		4159141		SW-GREEN
FTS International Services, LLC		3393386		TURQUOISE
FTS International Services, LLC		4018863		VS (design)

U.S. Applications:

Owner		Application  Number		Description
FTS International Services, LLC		86/536,238		Aquacor (design) (International Class 001)
FTS International Services, LLC		86/536,206		Aquacor (International Class 001)
FTS International Services, LLC		86/314,435		JobPilot
FTS International Services, LLC		86/422,348		JobPilot (design)
FTS International Services, LLC		86/436,112		NuFlo
FTS International Services, LLC		86/469,748		Unconventional by Design (word)

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