Platinum Energy Solutions, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated September 29, 2011 (the “Closing Date”) is entered into by and among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”) (the “Initial Purchasers”). To the extent there are no additional Initial Purchasers other than J.P. Morgan, the term Initial Purchasers shall mean either the singular or plural as the context requires.

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Amended and Restated Term Note $ 5,800,000 Date: December 17, 2012
Term Note • December 21st, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

Promise to Pay. On or before January 1, 2017, for value received, Platinum Energy Solutions, Inc., a Nevada corporation ("Borrower"), promises to pay to ICON Agent, LLC, a Delaware limited liability company whose address is 3 Park Avenue, 36th Floor, New York, NY 10016 (as agent for the Lender, the “Agent”), for the benefit of ICON ECI FUND FIFTEEN, L.P., a Delaware limited partnership, whose address is c/o ICON Agent, LLC, 3 Park Avenue, 36th Floor, New York, NY 10016 (the "Lender"), or order, in lawful money of the United States of America, the sum of Five Million Eight Hundred Thousand Dollars ($5,800,000) or so much thereof as may be advanced and outstanding, plus interest on the unpaid principal balance at the rate or rates set forth in the Credit Agreement, which interest is assessed on the unpaid principal balance of this Note as outstanding from time to time, commencing on the date hereof, and at the Agent's option at the rate of 3.00% per annum above the applicable note rate(s

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PREPAYMENT AGREEMENT
Prepayment Agreement • September 27th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Texas

This Prepayment Agreement (the “Agreement”) is made and entered into this 1st day of September, 2010, but effective as of September 1, 2010 (the “Effective Date”), between Encana Oil & Gas (USA) Inc. (“Encana”) and Platinum Energy Solutions, Inc. (“Contractor”). Encana and Contractor may each also be referred to herein as a “Party” or collectively as the “Parties.”

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 20th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 11, 2012, is made and entered into by and among JPMorgan Chase Bank, N.A. (“Bank”), Platinum Energy Solutions, Inc., a Nevada corporation (“Borrower”), and Platinum Pressure Pumping, Inc., a Delaware corporation (the “Guarantor”).

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Credit Agreement
Credit Agreement • January 18th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

For calculation purposes, the Bank will round to the nearest 100th. Until December 31, 2011, Level II shall be applicable to all Advances. At any time that an Event of Default has occurred and is continuing, or at the option of Bank, if Borrower does not deliver the annual or monthly financial statements required by Section 4.5, Level I shall apply, including for purposes of calculating the applicable default interest rate.

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FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT OF PLATINUM ENERGY SOLUTIONS, INC.
Stockholders Agreement • January 23rd, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec

This First Amendment to Stockholders Agreement of Platinum Energy Solutions, Inc. is made as of January 19, 2012 (this “Amendment”), by and among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), and the Investors and the Stockholders set forth on the signature page hereto.

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SECURITY AGREEMENT
Security Agreement • January 18th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

This SECURITY AGREEMENT (this “Agreement”), dated as of December 28, 2011, among PLATINUM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Borrower”), the other Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (including the Borrower, each a “Grantor” and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., a national banking association (together with its successors and assigns, the “Lender”).

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SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT OF PLATINUM ENERGY SOLUTIONS, INC.
Stockholders Agreement • May 21st, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec

This Second Amendment to Stockholders Agreement of Platinum Energy Solutions, Inc. is made as of March 6, 2012 (this “Amendment”), by and among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), and the Investors and the Stockholders set forth on the signature page hereto.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • September 27th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of September 26, 2011 (this “First Supplemental Indenture”), among Platinum Energy Solutions, Inc., a Nevada corporation (“PES”), Platinum Pressure Pumping, Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) and Collateral Agent (“Collateral Agent”) under the Indenture referred to below.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Confidential Agreement SUPPLY AGREEMENT
Supply Agreement • January 9th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Texas

This Supply Agreement (this “Agreement”), is entered into effective October 5, 2011 (the “Effective Date”), by and between flexFrac Proppant Sand Suppliers LLC, a Texas limited liability company (“Supplier”) located at 558 S. Central Expressway, Richardson, Texas 75080 and Platinum Energy Solutions, Inc., a Nevada corporation, located at 2100 West Loop South, Suite 1601, Houston, TX 77027 , hereinafter (“Customer”). Customer and Supplier may also be referred to hereafter as a party or collectively as the parties.

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JOINDER NO. 1 TO SECURITY AGREEMENT
Security Agreement • January 18th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec

Joinder No. 1 (this “Joinder”), dated as of December 28, 2011 to the Security Agreement, dated as of December 28, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally and solidarily, “Grantors” and each, individually, a “Grantor”) and JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Lender”).

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MASTER SERVICE AGREEMENT THIS AGREEMENT CONTAINS PROVISIONS...
Master Service Agreement • September 27th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Colorado

THIS MASTER SERVICE AGREEMENT (“Agreement”) is made and entered into the 1st day of September, 2010, between EnCana Oil & Gas (USA) Inc, (“EnCana”), and Platinum Energy Solutions, Inc. (“Contractor”). This agreement shall govern the work performed by Contractor for EnCana in conjunction with one or more Work Orders.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SUPPLY AND SERVICE AGREEMENT
Supply and Service Agreement • December 12th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Texas

THIS SUPPLY AND SERVICE AGREEMENT (this “Agreement”), is dated as of July 22, 2011 between Platinum Energy Solutions, Inc. (“Buyer”), and * LLC (“Supplier”). Each of Buyer and Supplier is a “Party” to this Agreement and both are sometimes referred to collectively as the “Parties”.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ADDENDUM
Fracturing Services Agreement • September 27th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec

This Addendum (this “Addendum”), dated as of January 14, 2011, to the Agreement for Fracturing Services (Eagle Ford Shale), effective as of September 1, 2010 (the “Fracturing Agreement”), between Platinum Energy Solutions, Inc. (“PES”) and Petrohawk Energy Corporation (“Petrohawk”) and the Escrow Agreement between PES, Petrohawk and Morgan Stanley Trust, N.A. (the “Escrow Agreement,” together with the Fracturing Agreement, the “Agreements”), is between PES, Petrohawk and Morgan Stanley Trust, N.A. (the “Escrow Agent”), solely with respect to the Escrow Agreement, and is made a part of each of the Agreements, and each of the Agreements is hereby amended and supplemented as set forth below. All capitalized terms used in this Addendum and not defined herein shall have the respective meanings ascribed to them in the Fracturing Agreement.

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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • December 21st, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of December 17, 2012, by and among PLATINUM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Borrower”), Platinum Pressure Pumping, Inc. (“Guarantor”) and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (including the Borrower and the Guarantor, each a “Grantor” and collectively, the “Grantors”), and ICON AGENT, LLC, a Delaware limited liability company (the “Agent”), as agent for the Lenders party to the Credit Agreement (defined below).

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MASTER SERVICE CONTRACT
Master Service Contract • September 27th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Texas

THIS MASTER SERVICE CONTRACT (hereafter referred to as the “Contract”) is made by and between Petrohawk Energy Corporation, a Delaware Corporation whose address is 1000 Louisiana Street, Suite., 5600, Houston, Texas 77002 (hereafter referred to as “Petrohawk”), and the contractor identified on the signature page of this Contract (hereafter referred to as “Contractor”).

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Amended and Restated Credit Agreement
Credit Agreement • December 21st, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

This Amended and Restated Credit Agreement (this “Agreement”) dated as of December 17, 2012 is among the lenders set forth on Schedule B attached hereto (together with their respective successors and assigns, each herein referred to as a “Lender” and collectively, the “Lenders”), ICON AGENT, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns, “Agent”), PLATINUM ENERGY SOLUTIONS, INC, a Nevada corporation (the “Borrower”), whose address is 2100 West Loop South, Suite 1400, Houston, Texas 77027, and PLATINUM PRESSURE PUMPING, INC., a Delaware corporation (the “Guarantor”), whose address is 2100 West Loop South, Suite 1400, Houston, Texas 77027.

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of September 29, 2011 (this “Amendment”), made by Platinum Energy Solutions, Inc., a Nevada corporation (“Issuer”), and Platinum Pressure Pumping, Inc., a Delaware corporation (the “Guarantor”).

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • January 18th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of December 28, 2011, and entered into by and between JPMorgan Chase Bank, N.A., a national banking association, and its successors and assigns (“First Lien Lender”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Second Lien Documents (as defined below), including its successors and assigns in such capacity from time to time (“Second Lien Trustee”).

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Dated as of December 17, 2012
Continuing Guaranty • December 21st, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

Reference is made to (a) that certain Credit Agreement dated as of December 28, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Original Credit Agreement”) among Platinum Energy Solutions, Inc., a Nevada corporation (the “Borrower”), Platinum Pressure Pumping, Inc., a Delaware corporation (the “Guarantor”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), which Original Credit Agreement was assigned to the Lenders parties to the Credit Agreement (defined below) and ICON Agent, LLC (the “Agent”) as agent for the Lenders pursuant to that certain Loan Purchase Agreement dated December 17, 2012, by and between JPMorgan Chase Bank, N.A. as seller, and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., ICON ECI Fund Fifteen, L.P. and Hardwood Partners, LLC, as purchasers, and the documents made in connection therewith, which Original Credit Agreement is further amended and restated pursuant to that certain Amended and Restated Credit

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SUPPLY AND SERVICE AGREEMENT
Supply and Service Agreement • January 20th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Texas

THIS SUPPLY AND SERVICE AGREEMENT (this “Agreement”), is dated as of July 22, 2011 between Platinum Energy Solutions, Inc. (“Buyer”), and Frac Sand Services LLC (“Supplier”). Each of Buyer and Supplier is a “Party” to this Agreement and both are sometimes referred to collectively as the “Parties”.

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 20th, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Delaware

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of May 9, 2012 by and among Platinum Energy Solutions Inc., a Nevada corporation (the “Company”), the holders acquiring units consisting of the Company's Common Stock and Series A Preferred Stock set forth on Schedule A attached hereto (the “Series A Investors”), the holders of the Company's Series B Preferred Stock set forth on Schedule A attached hereto (the “Series B Investors” together with the Series A Investors, the “Investors”) and each other stockholder of the Company that has become a party to this Agreement and identified on Schedule A attached hereto (collectively with the Investors, “Stockholders”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • December 12th, 2011 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • Texas

SECOND SUPPLEMENTAL INDENTURE, dated as of September 29, 2011 (this “Second Supplemental Indenture”), among Platinum Energy Solutions, Inc., a Nevada corporation (“PES”), Platinum Pressure Pumping, Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (“Trustee”) and Collateral Agent (“Collateral Agent”) under the Indenture referred to below.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 21st, 2012 • Platinum Energy Solutions, Inc. • Oil & gas field services, nec • New York

Stock Purchase Agreement (this “Agreement”), dated as of March 21, 2012, by and among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”) and each entity and person that is listed on the signature pages hereto. Each such entity and person, together with its successors and permitted assigns, is referred to herein as a “Purchaser,” and all such entities and persons, together with their respective successors and permitted assigns, are collectively referred to herein as the “Purchasers.”

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