AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 4th, 2023 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
(“Agreement”) dated as of April 28, 2023 (the “Amendment Effective Date”), is among Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “Borrower”), the guarantors party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as an issuing bank (in such capacity, the “Issuing Bank”).
•] Shares SOLARIS OILFIELD INFRASTRUCTURE, INC. Class A common stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
CREDIT AGREEMENT dated as of December 1, 2016 among SOLARIS OILFIELD INFRASTRUCTURE, LLC, The Lenders From Time to Time Party Hereto and WOODFOREST NATIONAL BANK, as Administrative AgentCredit Agreement • May 2nd, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this “Agreement”) dated as of December 1, 2016 (the “Effective Date”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company, the LENDERS party hereto, and WOODFOREST NATIONAL BANK, as Administrative Agent for the Lenders. In consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows:
7,000,000 Shares SOLARIS OILFIELD INFRASTRUCTURE, INC. Class A common stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
10,100,000 Shares SOLARIS OILFIELD INFRASTRUCTURE, INC. Class A common stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 11, 2017 by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and W. Howard Keenan, Jr. (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2017, by and among Solaris Infrastructure, LLC, a Delaware limited liability company (“Solaris”), Solaris Oilfield Infrastructure Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
TAX RECEIVABLE AGREEMENT by and among SOLARIS OILFIELD INFRASTRUCTURE, INC. CERTAIN OTHER PERSONS NAMED HEREIN, YORKTOWN ENERGY PARTNERS X, L.P., AS AGENT and SOLARIS SUB MANAGER LLC, AS AGENT DATED AS OF [ ], 2017Tax Receivable Agreement • April 18th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], 2017, is hereby entered into by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2023 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of June 1, 2023 by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and Christopher P. Wirtz (“Indemnitee”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS OILFIELD INFRASTRUCTURE, LLC DATED AS OF MAY 11, 2017Limited Liability Company Agreement • May 17th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 11, 2017, by and among Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “Company”), Solaris Oilfield Infrastructure, Inc. (“PubCo”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 16th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Restricted Stock Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and you.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2018 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of August 10, 2018 by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and Ray N. Walker, Jr. (“Indemnitee”).
TAX RECEIVABLE AGREEMENT by and among SOLARIS OILFIELD INFRASTRUCTURE, INC. CERTAIN OTHER PERSONS NAMED HEREIN, YORKTOWN ENERGY PARTNERS X, L.P., AS AGENT and SOLARIS SUB MANAGER LLC, AS AGENT DATED AS OF MAY 17, 2017Tax Receivable Agreement • May 23rd, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 17, 2017, is hereby entered into by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.
Lock-Up AgreementLock-Up Agreement • September 17th, 2024 • Solaris Energy Infrastructure, Inc. • Oil & gas field machinery & equipment
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Contribution Agreement, dated as of July 9, 2024 (the “Contribution Agreement”), by and among (a) Solaris Oilfield Infrastructure, Inc., a Delaware corporation (“Acquiror Parent”), (b) Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company and a subsidiary of Acquiror Parent (“Acquiror”), (c) (i) John A. Johnson, an individual resident of the State of Florida, and (ii) John Tuma, an individual resident of the State of Texas, and (d) (i) J Turbines, Inc., a Delaware corporation, and (ii) KTR Management Company, LLC, a Texas limited liability company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Contribution Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 23rd, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 17, 2017 by and among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders which is a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and WOODFOREST NATIONAL BANK, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 23rd, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of May 17, 2017, by and between Solaris Oilfield Infrastructure, Inc., a corporation organized under the laws of the state of Delaware (the “Corporation”), and Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “Company;” together with the Corporation, the “Service Recipients” and individually, a “Service Recipient”), on the one hand, and Solaris Energy Management, LLC, a Delaware limited liability company (the “Service Provider”), on the other hand.
SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • May 16th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”) and you.
SAND STORAGE AND TRANSLOAD AGREEMENT AGREEMENT ID: CW2238264Sand Storage and Transload Agreement Agreement • October 19th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Oklahoma
THIS SAND STORAGE AND TRANSLOAD AGREEMENT (“Agreement”) made as of July 27th, 2017 (the “Execution Date”), by and between Solaris Logistics, LLC (“Contractor”) and Devon Energy Production Company, L.P. (“Company”). Contractor and Company may each be referred to herein as a “Party” or collectively as “Parties”.
SENIOR SECURED TERM LOAN AGREEMENT Dated as of September 11, 2024 SOLARIS ENERGY INFRASTRUCTURE, LLC, as Borrower, SOLARIS ENERGY INFRASTRUCTURE, INC., as Parent THE OTHER OBLIGORS PARTY HERETO, THE LENDERS PARTY HERETO AND BANCO SANTANDER, S.A. NEW...Senior Secured Term Loan Agreement • September 17th, 2024 • Solaris Energy Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
This SENIOR SECURED TERM LOAN AGREEMENT is dated as of September 11, 2024 (as amended, modified or supplemented from time to time, this “Agreement”), among SOLARIS ENERGY INFRASTRUCTURE, LLC, a Delaware limited liability company (“Borrower”), SOLARIS OILFIELD SITE SERVICES OPERATING, LLC, a Texas limited liability company (“Site Services Operating”), SOLARIS OILFIELD EARLY PROPERTY, LLC, a Texas limited liability company (“Early Property”), SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC, a Delaware limited liability company (“Site Services Personnel”), SOLARIS LOGISTICS, LLC, a Delaware limited liability company (“Logistics”), SOLARIS OILFIELD TECHNOLOGIES, LLC, a Delaware limited liability company (“Technologies”), SOLARIS TRANSPORTATION, LLC, a Delaware limited liability company (“Transportation”), MOBILE ENERGY RENTALS LLC, a Texas limited liability company (“Mobile”), SOLARIS ENERGY INFRASTRUCTURE, INC., a Delaware corporation (“Parent”), the financial institutions party to this Agre
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 28th, 2023 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment
This AMENDMENT NO. 1 (this “Amendment”), dated as of June 27, 2023, to that certain Tax Receivable Agreement, dated as of May 17, 2017 (the “Agreement”), by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.
INDENMINFICATION AGREEMENTIndenminfication Agreement • November 2nd, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of November 1, 2017 by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and Christopher M. Powell (“Indemnitee”).
FIRST AMENDMENT TO SAND STORAGE AND TRANSLOAD AGREEMENTTransload Agreement • December 20th, 2018 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Oklahoma
THIS FIRST AMENDMENT TO SAND STORAGE AND TRANSLOAD AGREEMENT ( “Amendment 1”) made as of December 17, 2018 (the “Execution Date”), by and between Solaris Logistics, LLC (“Contractor”) and Devon Energy Production Company, L.P. (“Company”). Contractor and Company may each be referred to herein as a “Party” or collectively as “Parties”.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2019 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 1, 2018 by and among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders which is a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and WOODFOREST NATIONAL BANK, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2019 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
made and entered into as of December 21, 2018 by and among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders which is a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and WOODFOREST NATIONAL BANK, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
CONTRIBUTION AGREEMENT by and among SOLARIS OILFIELD INFRASTRUCTURE, INC., as Acquiror Parent, Solaris Oilfield Infrastructure, LLC, as Acquiror, J TURBINES, INC. AND KTR MANAGEMENT COMPANY, LLC, together, as Contributors, and JOHN A. JOHNSON AND JOHN...Contribution Agreement • July 10th, 2024 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Texas
This Contribution Agreement (this “Agreement”) is entered into as of July 9, 2024 (the “Execution Date”), by and among (a) Solaris Oilfield Infrastructure, Inc., a Delaware corporation (“Acquiror Parent”), (b) Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company and a subsidiary of Acquiror Parent (“Acquiror”), (c) (i) John A. Johnson, an individual resident of the State of Florida (“Johnson”), and (ii) John Tuma, an individual resident of the State of Texas (“Tuma” and together with Johnson, the “Contributor Owners” and each, individually, a “Contributor Owner”), and (d) (i) J Turbines, Inc., a Delaware corporation (“J Turbines”), and (ii) KTR Management Company, LLC, a Texas limited liability company (“KTR” and together with J Turbines, the “Contributors” and each, individually, a “Contributor” and the Contributors together with the Contributor Owners, collectively, the “Contributor Parties” and each, individually, a “Contributor Party”). The parties to this Agr
ABL / TERM INTERCREDITOR AGREEMENTIntercreditor Agreement • October 8th, 2024 • Solaris Energy Infrastructure, Inc. • Oil & gas field machinery & equipment • New York
INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 2, 2024, among BANK OF AMERICA, N.A., as ABL Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), SILVER POINT FINANCE, LLC, as Term Loan Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), each of the Loan Parties (as defined below) party hereto, and Banco Santander, S.A. New York Branch, as administrative agent under the Existing Term Loan Credit Agreement (as defined below).
SAND STORAGE AND TRANSLOAD AGREEMENT AGREEMENT ID: CW2238264And Transload Agreement Agreement • September 29th, 2017 • Solaris Oilfield Infrastructure, Inc. • Oil & gas field machinery & equipment • Oklahoma
THIS SAND STORAGE AND TRANSLOAD AGREEMENT (“Agreement”) made as of July 27th, 2017 (the “Execution Date”), by and between Solaris Logistics, LLC (“Contractor”) and *** (“Company”). Contractor and Company may each be referred to herein as a “Party” or collectively as “Parties”.
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS OILFIELD INFRASTRUCTURE, LLCLimited Liability Company Agreement • September 17th, 2024 • Solaris Energy Infrastructure, Inc. • Oil & gas field machinery & equipment • Delaware
This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS OILFIELD INFRASTRUCTURE, LLC (this “Amendment”), dated as of September 11, 2024, is adopted, executed and agreed to, for good and valuable consideration, by and among Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (the “Company”), Solaris Oilfield Infrastructure, Inc., a Delaware corporation and the sole managing member of the Company (the “Managing Member”) and the additional members listed on the signature pages hereto (collectively, the “Additional Members”).
