AMENDMENT NO.16 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT ----------------------------------------------------- THIS AMENDMENT NO. 16 (this "Agreement") is entered into as of January 19, 2011, by and among BEST ENERGY SERVICES, INC (f/k/a...Revolving Credit, Term Loan and Security Agreement • February 4th, 2011 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THE PROPERTY OPTION AGREEMENT WILLIAM A. HOWELL AND HRE EXPLORATION LTD. THE NOR MINERAL PROPERTY PROVINCE OF BRITISH COLUMBIAProperty Option Agreement • April 25th, 2007 • Hybrook Resources Corp. • British Columbia
HRE EXPLORATION LTD.., a body corporate, incorporated under the laws of British Columbia and having offices located at 401 - 1917 West 4th Avenue, Vancouver, British Columbia, V6T 1M7, Canada;
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Employment Agreement (“Agreement”), dated as of April 1, 2010 (“Effective Date”) by and between Best Energy Services, Inc., a Delaware corporation (“Employer” or the “Company”), and Eugene Allen (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
EMPLOYMENT AGREEMENT, dated as of March 5, 2008, by and between Best Energy Services, Inc., a Nevada company with offices at 1010 Lamar Suite 1200 Houston, Texas 77002 (“BES” or the “Company”), and James W. Carroll (the “Employee”).
Escrow AgreementEscrow Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Escrow Agreement (the “Agreement”), dated as of February 14, 2008 (the “Closing Date”), by and among (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), (ii) Robert L. Beeman, a resident of Moab, Utah (“Seller”), and (iii) JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (“Escrow Agent”).
COLLATERAL ASSIGNMENTCollateral Assignment • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignee and Lenders (as defined below), now existing or hereafter arising under any agreement among Assignor and BEST WELL SERVICE, INC. (“BWS”) and BOB BEEMAN DRILLING COMPANY (“BBD” and together with Assignor and BWS, the “Borrowers”), Lenders and Assignee, including, without limitation, that certain Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008, among Borrowers, the financial institutions named therein or which hereafter become a party thereto (“Lenders”), and Assignee as agent for Lenders (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of its rights, but not its obligations, under that certain Stock Purchase Agreement dated as of February 14, 2008, between Assignor and Tony Bruce, a resident of Liberal, Kans
This Agreement ("Agreement") dated January 20, 2009 is made and entered intoSeparation Agreement • April 15th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
between Best Energy Services, Inc., a Nevada corporation with offices at 1010 Lamar, Suite 1200 Houston, Texas 77002 ("BES" or the "Company"), and Larry W. Hargrave ("Hargrave") as follows:
Noncompetition, Nondisclosure and Nonsolicitation AgreementNoncompetition, Nondisclosure and Nonsolicitation Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Noncompetition, Nondisclosure and Nonsolicitation Agreement (this “Agreement”) is made as of February 14, 2008, by and between Best Energy Services, Inc., a Nevada corporation (“Buyer”), and Robert L. Beeman (“Seller”).
ReleaseRelease • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Release is being executed and delivered in accordance with Section 2.4(a)(ii) of the Stock Purchase Agreement dated February 14, 2008 (the “Agreement”) by and between Best Energy Services, Inc., a Nevada corporation ("Buyer") and Tony Bruce, a resident of Liberal, Kansas ("Seller"). The undersigned (“Shareholder”) is the sole shareholder of Best Well Service, Inc., a Kansas corporation (the “Company”) and will directly benefit from the Agreement, including receiving the Purchase Price. Capitalized terms used in this Release without definition have the respective meanings given to them in the Agreement.
ContractRevolving Credit, Term Loan and Security Agreement • February 19th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
LEASE AGREEMENT By and Between ROBERT L. BEEMAN (Landlord) And BEST ENERGY SERVICES, INC. (Tenant). Effective February 14, 2008Lease Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement of Lease (“Lease”) is made this 14th day of February, 2008, between Robert L. Beeman (hereinafter referred to as "Landlord"), and Best Energy Services, Inc., a Nevada corporation, (hereinafter referred to as "Tenant").
Stock Purchase AgreementStock Purchase Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Stock Purchase Agreement (“Agreement”) is made as of February 14, 2008, by and between (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), and (ii) Tony Bruce, a resident of Liberal, Kansas (“Seller”).
RENEWAL AND EXTENSION AGREEMENTRenewal and Extension Agreement • April 27th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Renewal and Extension Agreement is entered into effective as of April 7, 2010 between Best Energy Services, Inc. (“Company”) and James Byrd, Jr. (“Byrd”)
TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • January 14th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND AMENDMENT NO. 5 (this “Agreement”) is entered into as of January 13, 2010, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
Asset Purchase AgreementAsset Purchase Agreement • March 4th, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Asset Purchase Agreement (“Agreement”) is made as of February 27, 2008, by and among (i) Best Energy Service, Inc., a Nevada corporation (“Buyer”), and (ii) Robert L. Beeman d/b/a BB Drilling Co. (“Seller”).
COMMON STOCK PURCHASE WARRANT To Purchase ____________ Shares of Common Stock of BEST ENERGY SERVICES, INC.Warrant Agreement • March 26th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ____________________________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on January ___, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BEST ENERGY SERVICES, INC., a Nevada corporation (the “Company”), up to ______________ shares (the “Warrant Shares”) of common stock, par value $0.001 per share of the Company (the “Common Stock”). The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(c).
CONSULTING AGREEMENTConsulting Agreement • January 26th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Consulting Agreement (this “Agreement”) is entered into as of January 20, 2009 (the “Effective Date”), between Best Energy Services, Inc., a Nevada corporation with offices at 1010 Lamar,
Attention: Mr. Larry HargravePlacement Agent Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
This will confirm the understanding and agreement (this "Agreement") between Andrew Garrett, Inc. and its affiliates (collectively, the "Placement Agent"), and Best Energy Services, Inc. and its affiliates (collectively, the "Company") as follows:
WAIVER AND AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • April 16th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND AMENDMENT NO. 1 (this “Agreement”) is entered into as of April 15, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”), and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this ___ day of February, 2010 by and between Best Energy Services, Inc., a Nevada corporation (the "Company"), and the undersigned (the “Purchaser”).
AMENDMENT NO. 4 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • November 19th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDMENT NO. 4 (this “Agreement”) is entered into as of November 9, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
TERM NOTETerm Note • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC.), a Nevada corporation (“Best”), BOB BEEMAN DRILLING COMPANY, a Utah corporation (“BBD”) and BEST WELL SERVICE, INC., a Kansas corporation (“BWS” and together with Best and BBD, each a “Borrower” and jointly and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
This Agreement ("Agreement") dated January 21, 2009 is made and entered into betweenEmployment Agreement • April 15th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
this Agreement and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby contract, covenant, and agree as follows:
Asset Purchase AgreementAsset Purchase Agreement • March 4th, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
AMENDED AND RESTATED TERM NOTETerm Note • April 16th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Amended and Restated Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among BEST ENERGY SERVICES, INC. (f/k/a HYBROOK RESOURCES CORP.), a Nevada corporation (“Best”), BOB BEEMAN DRILLING COMPANY, a Utah corporation (“BBD”) and BEST WELL SERVICE, INC., a Kansas corporation (“BWS” and together with Best and BBD, each a “Borrower” and jointly and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
Best Energy Services, Inc. September 3, 2010 Andrew Garrett, Inc. Attention: Andrew Sycoff Chairman, President and Chief Executive Officer Two Grand Central Tower 140 East 45th Street New York, New York 10017 Re: Consulting/Financial Advisory...Consulting/Financial Advisory Agreement • September 8th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
WAIVER AND AMENDMENT NO. 10 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • May 17th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND AMENDMENT NO. 10 (this “Agreement”) is entered into as of May 7, 2010, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
AMENDMENT NO. 9 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • March 17th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDMENT NO. 9 (this “Agreement”) is entered into as of March 16, 2010, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
Employment AgreementEmployment Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Employment Agreement (“Agreement”), dated as of February 14, 2008 (the “Effective Date”), is made between Best Energy Services, Inc., a Nevada corporation (the “Company”), and Tony Bruce (the “Executive”).
AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • November 18th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDMENT NO. 3 (this “Agreement”) is entered into as of October 19, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”) and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC.), BOB BEEMAN DRILLING COMPANY and BEST WELL SERVICE, INC. (BORROWERS)...Revolving Credit and Term Loan Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008 among HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC. on the Closing Date), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”), and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
WAIVER AND AMENDMENT NO. 2 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • November 18th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND AMENDMENT NO. 2 (this “Agreement”) is entered into as of August 19, 2009, by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”), and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
BEST ENERGY SERVICES, INC HOUSTON, TEXAS 77056Participation Agreement • April 27th, 2010 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This letter agreement (the “Agreement”) will evidence the understanding of Bruce Nickel as a Participant (“Participant”) and Best Energy Services, Inc. (“Best”) with regard to Participant’s participation in the East Texas Project known as the “Akin Prospect” currently being developed by Best Energy Ventures, LLC (“BEV”), a wholly owned subsidiary of BES.
AGREEMENTEmployment Agreement • January 26th, 2009 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement (“Agreement”) dated January 21, 2009 is made and entered into between Best Energy Services, Inc., a Nevada corporation with offices at
Asset Purchase AgreementAsset Purchase Agreement • March 4th, 2008 • Best Energy Services, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Asset Purchase Agreement (“Agreement”) is made as of February 27, 2008, by and among (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), (ii) American Rig Housing, Inc., a Texas corporation (“Seller”), and (iii) Larry Hargave, a resident of Houston, Texas (“Shareholder”).
