FTS INTERNATIONAL, INC. AS ISSUER,Indenture • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
FTS INTERNATIONAL, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2018 • FTS International, Inc. • Oil & gas field services, nec • New York
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and FTS INTERNATIONAL...Credit Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 19, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), and FTS INTERNATIONAL, INC., a Delaware corporation (“Parent Borrower,” together with the OpCo Borrower and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally,
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 25th, 2021 • FTS International, Inc. • Oil & gas field services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 21, 2021, by and among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
FTS INTERNATIONAL, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2018 • FTS International, Inc. • Oil & gas field services, nec • New York
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Director and Officer Indemnification Agreement, dated as of ___________, 2020 (this “Agreement”), is made by and between FTS International, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of November 19, 2020, among the 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 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
WARRANT AGREEMENTWarrant Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
This Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of November 19, 2020, between FTS International, Inc., a Delaware corporation (and any Successor Company (as defined below) that becomes successor to the Company in accordance with Section 15) (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent,” which term includes any successor thereto permitted under this Agreement). Capitalized terms that are used in this Agreement shall have the meanings set forth in Section 1 hereof.
AS ISSUER,Indenture • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
INDENTURE dated as of June 1, 2015 among FTS International, Inc. a corporation incorporated under the laws of Delaware (the “Issuer”), the Initial Guarantors (as defined herein), U.S. Bank National Association, as Collateral Agent and U.S. Bank National Association, as Trustee.
REGISTRATION RIGHTS AGREEMENT by and among FTS INTERNATIONAL, Inc. and THE HOLDERS PARTY HERETO Dated as of November 19, 2020Registration Rights Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 19, 2020 by and among FTS International, Inc., a Delaware corporation (the “Company”), and the Consenting Noteholders and Consenting Term Loan Lenders (each as defined in the Plan) party hereto pursuant to the Plan of Reorganization (the “Plan”) of the Company and certain of its subsidiaries and affiliates under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2018 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the “Company”), Maju Investments (Mauritius) Pte Ltd ( “Maju”), CHK Energy Holdings, Inc. (“Chesapeake”), Senja Capital Ltd (“Senja”), and Hampton Asset Holding Ltd. (“Hampton” and together with Maju, Chesapeake and Senja, the “Initial Holders”).
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Texas
This SEVERANCE AGREEMENT (this “Agreement”), dated as of May 3, 2016 (the “Effective Date”), is entered into by and between FTS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and Lance Turner, a resident of Texas (“Executive”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 5th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Director and Officer Indemnification Agreement, dated as of , (this “Agreement”), is made by and between FTS International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FTS INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 6th, 2018 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This AGREEMENT (this “Agreement”) is made as of February 6, 2018 (the “Date of Grant”), by and between FTS International, Inc., a Delaware corporation (the “Company”), and [·] (the “Grantee”).
INVESTORS’ RIGHTS AGREEMENT BY AND AMONG FTS INTERNATIONAL, INC., MAJU INVESTMENTS (MAURITIUS) PTE LTD AND CHK ENERGY HOLDINGS, INC.Investors’ Rights Agreement • February 6th, 2018 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the “Company”), Maju Investments (Mauritius) Pte Ltd (“Maju”) and CHK Energy Holdings, Inc. (“Chesapeake” and together with Maju, the “Investors”).
Attn: FTS International, Inc.; ProFrac Holdings, LLC; ProFrac Acquisitions, Inc. Re: Amendment No. 1 to Merger AgreementMerger Agreement • March 1st, 2022 • FTS International, Inc. • Oil & gas field services, nec
Reference is made to (i) the Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of October 21, 2021, among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), which provides, among other things, for the Merger of Merger Sub with and into the Company, with the Company surviving as a subsidiary of Parent (the “Merger”) and (ii) proposed Amendment No. 1 to Agreement and Plan of Merger, dated as of March 1, 2022, among the Company, Parent and Merger Sub (the “First Amendment”) which would amend the Original Merger Agreement to provide, among other things, for the shares of Class A common stock, par value $0.01, and Class B Common Stock, par value $0.01 (together, the “Shares”), of the Company held by THRC Holdings, LP (“THRC”) to remain outstanding following the effective time of
FTS INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 1st, 2018 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This AGREEMENT (this “Agreement”) is made as of February 6, 2018 (the “Date of Grant”), by and between FTS International, Inc., a Delaware corporation (the “Company”), and [•] (the “Grantee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 2022 • FTS International, Inc. • Oil & gas field services, nec
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2022 (this “Amendment”), is entered into by and among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 5th, 2021 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 21, 2021, is by and between FTS International, Inc., a Delaware corporation (the “Company”), and THRC Holdings, LP, a Texas limited partnership (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
SECOND AMENDED & RESTATED RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • September 21st, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
This SECOND AMENDED & RESTATED RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 15.02, this “Agreement”) is made and entered into as of August 22, 2020 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the “Parties”):1
INVESTORS’ RIGHTS AGREEMENT BY AND AMONG FTS INTERNATIONAL, INC., SENJA CAPITAL LTD AND HAMPTON ASSET HOLDING LTD.Investors’ Rights Agreement • February 6th, 2018 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the “Company”), Senja Capital Ltd (“Senja”), and Hampton Asset Holding Ltd. (“Hampton” and together with Senja, the “Investors”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and FTS INTERNATIONAL...Credit Agreement • February 22nd, 2018 • FTS International, Inc. • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 22, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), and FTS INTERNATIONAL, INC., a Delaware corporation (“Parent Borrower,” together with the OpCo Borrower and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally,
FIRST AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • January 23rd, 2018 • FTS International, Inc. • Oil & gas field services, nec • Texas
This FIRST AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), dated as of June 15, 2017, is entered into by and between FTS International, Inc., a Delaware corporation (the “Company”), and Lance Turner, a resident of Texas (“Executive”).
RIGHTS AGREEMENT dated as of November 19, 2020 betweenRights Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file with the Rights Agent and are also available from the Company upon written request.
FTS INTERNATIONAL, INC. DIRECTOR RESTRICTED STOCK UNIT AGREEMENTDirector Restricted Stock Unit Agreement • March 9th, 2018 • FTS International, Inc. • Oil & gas field services, nec • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [·], 2018 (the “Date of Grant”), by and between FTS International, Inc., a Delaware corporation (the “Company”), and [·] (the “Grantee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENTCredit Agreement • November 6th, 2020 • FTS International, Inc. • Oil & gas field services, nec
This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENT (this "Amendment") is entered into as of August 14, 2020, by and among the Lenders (as defined in the Credit Agreement) that are parties hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacities, "Agent"), FTS INTERNATIONAL SERVICES, LLC., a Texas limited liability company ("OpCo Borrower"), and FTS INTERNATIONAL, INC., a Delaware corporation ("Parent Borrower" and, together with OpCo Borrower, each a "Borrower" and individually and collectively, jointly and severally, the "Borrowers"), and FTS INTERNATIONAL MANUFACTURING, LLC, a Texas limited liability company ("Guarantor").
JOINT FILING AGREEMENTJoint Filing Agreement • November 24th, 2020 • FTS International, Inc. • Oil & gas field services, nec
In accordance the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of any filing required by such party under Section 16 of the Exchange Act (including amendments thereto) with respect to the common stock, par value $0.001 per share, of FTS International, Inc. [FTSI] and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of November 24, 2020.
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec
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 WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2020 • FTS International, Inc. • Oil & gas field services, nec
In accordance the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of any filing required by such party under Section 16 of the Exchange Act (including amendments thereto) with respect to the common stock, par value $0.001 per share, of FTS International, Inc. [FTSI] and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of December 2, 2020.
TERM LOAN AGREEMENT dated as of April 16, 2014, by and amongTerm Loan Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
TERM LOAN AGREEMENT, dated as of April 16, 2014, by and among FTS INTERNATIONAL, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 6, 2014, (the “Effective Date”), by and between FTS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and Perry Harris, a resident of Texas (“Executive”).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec
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 U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as agent for the Noteholders (as defined below) (in such capacity, together with its successors and assigns in such capacity, “Agent”).
PARI PASSU INTERCREDITOR AGREEMENT dated as of April 16, 2014 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Loan Collateral Agent, U.S. BANK NATIONAL ASSOCIATION as Notes Collateral Agent, and each Additional Pari Passu Collateral Agent from...Pari Passu Intercreditor Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of April 16, 2014, among WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Term Loan Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Term Loan Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”), each Additional Pari Passu Collateral Agent (as defined below) from time to time party hereto for the Additional Pari Passu Secured Parties (as defined below) of the Series (as defined below) with respect to which it is acting in such capacity, each of the Grantors (as defined below) and each Additional Grantor (as defined below).
FIRST AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • January 23rd, 2018 • FTS International, Inc. • Oil & gas field services, nec • Texas
This FIRST AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), dated as of June 15, 2017, is entered into by and between FTS International, Inc., a Delaware corporation (the “Company”), and Buddy Petersen, a resident of Texas (“Executive”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 22nd, 2018 • FTS International, Inc. • Oil & gas field services, nec
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 22nd day of February, 2018, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
