KLX ENERGY SERVICES HOLDINGS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 14th, 2021 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
As further set forth in this agreement (this “Agreement”), KLX Energy Services Holdings, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”), on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2(b) of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 28th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Texas
This Executive Employment Agreement (this “Agreement”) by and between KLX Energy Services Holdings, Inc., a Delaware corporation (“Company”), and Max L. Bouthillette (“Executive”) is entered into as of the date hereof and shall be effective on the Effective Date (as defined below). Executive and Company shall be referred to individually as a “Party” and collectively as the “Parties” within this Agreement.
KLX ENERGY SERVICES HOLDINGS, INC. AND ANY GUARANTORS PARTY HERETO DEBT SECURITIES FORM OF INDENTURE Dated as of [ ], As TrusteeKLX Energy Services Holdings, Inc. • April 7th, 2023 • Oil & gas field services, nec • New York
INDENTURE dated as of , among KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), any Guarantors (as defined herein) party hereto and [ ], as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among KLX Energy Services Holdings, Inc. and Amin Khoury Dated as of September 14, 2018Assumption Agreement • September 19th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as of September 14, 2018 (this “Agreement”), by and among (i) KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), and (ii) Amin Khoury (together with his permitted transferees, collectively, the “Shareholder”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 20th, 2023 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
CREDIT AGREEMENT, dated as of August 10, 2018 (as the same may be amended, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”), among KLX ENERGY SERVICES HOLDINGS, INC., a Delaware corporation (the “Company”), the several Lenders from time to time parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, as Collateral Agent (as defined below) and as an Issuing Lender (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This Employment Agreement (this Agreement) is made as of October 9, 2018, by and between KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and Heather Floyd (the Executive). This Agreement shall become effective as of the Effective Date (as defined below).
KLX Energy Services Holdings, Inc.Restricted Stock Award Agreement • December 6th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This letter agreement confirms the terms and conditions of your employment with KLX Energy Services Holdings, Inc. (the Company) as set forth below:
AGREEMENT AND PLAN OF MERGER by and among KLX ENERGY SERVICES HOLDINGS, INC. KRYPTON INTERMEDIATE, LLC KRYPTON MERGER SUB, INC. and QUINTANA ENERGY SERVICES INC. Dated as of May 3, 2020Agreement and Plan of Merger • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2020 (this “Agreement”), by and among KLX Energy Services Holdings, Inc., a Delaware corporation (“Parent”), Krypton Intermediate, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Acquiror”), Krypton Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Quintana Energy Services Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 22nd, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 22, 2018, is among KLX ENERGY SERVICES HOLDINGS, INC. a Delaware corporation (the “Company”), each Guarantor that is a signatory hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), the Issuing Lenders and the Lenders.
October 22, 2018 KLX ENERGY SERVICES LLC, KLX ENERGY SERVICES HOLDINGS, INC., DISTRICT 5 INVESTMENTS, LP, 3M CAPITAL, INC., AND MARCO D. DAVIS UNIT PURCHASE AGREEMENTUnit Purchase Agreement • October 22nd, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
THIS UNIT PURCHASE AGREEMENT (this Agreement), dated as of October 22, 2018, is entered into by and among District 5 Investments, LP, a limited partnership organized under the laws of Texas (D5), 3M Capital, Inc., a corporation organized under the laws of Texas (3M), and Marco D. Davis (Davis, and together with D5 and 3M, each individually a Seller, and collectively, the Sellers), KLX Energy Services LLC, a limited liability company organized under the laws of Delaware (the Purchaser), and KLX Energy Services Holdings, Inc., a corporation organized under the laws of Delaware (Parent). Each of the Sellers, the Purchaser and Parent are referred to herein individually as a Party and collectively as the Parties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2020, by and among KLX Energy Services Holdings, Inc., a Delaware corporation (“Parent”), Archer Holdco LLC, a Texas limited liability company (“Archer”), Geveran Investments Limited, a limited company registered in Cyprus (“Geveran”), Famatown Finance Limited, a limited company registered in Cyprus (“Famatown”), Robertson QES Investment LLC, a Delaware limited liability company (“Robertson”), Quintana Energy Partners—QES Holdings LLC, a Delaware limited liability company (“QEP”), Quintana Energy Fund – TE, L.P., a Cayman Islands exempted limited partnership (“QEF TE”) and Quintana Energy Fund – FI, L.P., a Cayman Islands exempted limited partnership (“QEF FI”, and together with QEP and QEF TE, the “Quintana Funds”, and the Quintana Funds, together with Archer, Geveran, Famatown and Robertson, the “Stockholders” and each individually, a “Stockholder”). Parent and the Stockholders are sometimes r
FORM OF LETTER AGREEMENT BETWEEN AMIN J. KHOURY AND KLX ENERGY SERVICES HOLDINGS, INC. KLX Energy Services Holdings, Inc.Separation Agreement and Mutual Release • August 15th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This letter agreement confirms the terms and conditions of your employment with KLX Energy Services Holdings, Inc. (the Company) as set forth below:
SUPPORT AGREEMENTSupport Agreement • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of May 3, 2020, by and among Amin J. Khoury (the “Stockholder”) and Quintana Energy Services Inc., a Delaware corporation (“Quartz”).
SUPPORT AGREEMENTSupport Agreement • May 4th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of May 3, 2020, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”) and KLX Energy Services Holdings, Inc., a Delaware corporation (“Krypton”).
FORM OF KLX ENERGY SERVICES HOLDINGS, INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • September 13th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of [•] (the “Date of Grant”) by KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), for the benefit of < Name> (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the KLX Energy Services Holdings, Inc. Long-Term Incentive Plan (the “Plan”).
SEPARATION AGREEMENT AND MUTUAL RELEASESeparation Agreement and Mutual Release • July 28th, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This Separation Agreement and Mutual Release (the “Agreement”), is made as of July 28, 2020, by and between KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”) and Heather Floyd (“Employee”), for the purpose of memorializing the terms and conditions of the Employee’s departure from the Company’s employment.
FORM OF KLX ENERGY SERVICES HOLDINGS, INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTPlan Restricted Stock Award Agreement • February 16th, 2021 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of [•] (the “Date of Grant”) by KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), for the benefit of <Name> (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the KLX Energy Services Holdings, Inc. Long-Term Incentive Plan, as amended from time to time (the “Plan”).
Consulting AgreementConsulting Agreement • September 19th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This letter agreement (the “Agreement”) confirms the agreement between KLX Energy Services Holdings, Inc. (the “Company”) and you to engage in a consulting arrangement and sets forth the agreement between the Company and you regarding the terms of such consulting arrangement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Employment Agreement (this “Agreement”) is entered into effective as of February 25, 2015 (the “Effective Date”), by and between KLX Inc., a Delaware corporation (the “Company”), and Gary J. Roberts (the “Executive”).
Amended and Restated Consulting AgreementLetter Agreement • June 2nd, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This amended and restated letter agreement (the “Agreement”) confirms the agreement between KLX Energy Services Holdings, Inc. (the “Company”) and you to engage in a consulting arrangement and amends and restates that certain consulting letter agreement by and between you and the Company, dated September 14, 2018.
KLX ENERGY SERVICES HOLDINGS, INC. AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 11th, 2023 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • May 13th, 2022 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Executive Retention Agreement (this “Agreement”) is made by and between KLX Energy Services Holdings, Inc. (the “Company”) and [•] (“Executive”) and is subject in all respects to the terms and conditions of the Quintana Energy Services Inc. 2018 Long Term Incentive Plan (the “Plan”).
THIRD SUPPLEMENTAL INDENTUREIndenture • June 11th, 2021 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of August 25, 2020, among Krypton Intermediate, LLC, a Delaware limited liability company, Krypton HoldCo, LLC, a Delaware limited liability company, Quintana Energy Services Inc., a Delaware corporation, Quintana Energy Services LLC, a Delaware limited liability company, Centerline Trucking, LLC, a Delaware limited liability company, Great White Well Control LLC, a Delaware limited liability company, Consolidated OWS Management, Inc., a Delaware corporation, Q Directional MGMT, Inc., a Delaware corporation, QES Directional Drilling, LLC, a Delaware limited liability company, QES Management LLC, a Delaware limited liability company, QES Pressure Control LLC, an Oklahoma limited liability company, QES Pressure Pumping, LLC, a Delaware limited liability company, QES Wireline LLC, a Texas limited liability company, Twister Drilling Tools, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiaries”),
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Amended and Restated Employment Agreement (this Agreement) is entered as of September 14, 2018, by and between KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and Gary J. Roberts (the Executive).
Dated as of September 14, 2018 KLX ENERGY SERVICES HOLDINGS, INC. THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, N.A., as Collateral Agent and Administrative Agent GUARANTYKLX Energy Services Holdings, Inc. • September 19th, 2018 • Oil & gas field services, nec • New York
GUARANTY dated as of September 14, 2018 (as amended, restated, amended and restated, modified or supplemented from time to time, this Agreement) among KLX ENERGY SERVICES HOLDINGS, INC., the other GUARANTORS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Secured Parties referred to herein.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • March 9th, 2023 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of March 8, 2023, by and among KLX Energy Services Holdings, Inc., a Delaware corporation (“Parent”), Greene’s Holding Corporation, a Delaware corporation (the “Stockholder”) and any Transferee or Permitted Assignee (each as defined herein) who becomes a party to this Agreement by entering into a joinder agreement in the form attached hereto as Exhibit A. Parent, the Stockholder and any Transferee or Permitted Assignee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PURCHASE AND SALE AGREEMENT by and among KLX ENERGY SERVICES HOLDINGS, INC. as Buyer, and GREENE’S HOLDING CORPORATION as Seller dated March 8, 2023Purchase and Sale Agreement • March 9th, 2023 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • June 2nd, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec
This Separation and General Release Agreement (this “Agreement”) effective April 11, 2020, is made and entered into by and between KLX Energy Services Holdings, Inc., a Delaware corporation (“KLX Energy”), on behalf of itself and its past and present officers, owners, stockholders, partners, directors, agents, employees, successors, predecessors, assigns, representatives, attorneys, divisions, subsidiaries and affiliates, including, without limitation, KLX Energy Services LLC (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), (together with KLX Energy, collectively, the “Company”) and Gary J. Roberts (the “Executive”). The Company and Executive are referred to herein as a “Party” and the “Parties”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 15th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of April 30 2018 (the “Effective Date”), by and among KLX Inc., a Delaware Corporation (“Assignor”), KLX Energy Services LLC, a Delaware limited liability company (“Assignee”), and Gary J. Roberts (“Employee”). Assignor, Assignee and Employee are each individually referred to herein as a “Party,” and collectively referred to as the “Parties.”
FORM OF CONSULTING AGREEMENT BETWEEN AMIN J. KHOURY AND KLX ENERGY SERVICES HOLDINGS, INC.Form of Consulting Agreement • August 15th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This letter agreement (the “Agreement”) confirms the agreement between KLX Energy Services Holdings, Inc. (the “Company”) and you to engage in a consulting arrangement and sets forth the agreement between the Company and you regarding the terms of such consulting arrangement.
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2018 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Delaware
This Amended and Restated Employment Agreement (this Agreement) is entered as of [·], 2018, by and between KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and Gary J. Roberts (the Executive).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 21st, 2019 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 16, 2018, among Motley Services, LLC, Motley Perforators, LLC, Motley Coil, LLC, Motley Pressure Control, LLC, and Motley Downhole, LLC (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), Wilmington Trust, National Association, as trustee (the “Trustee”) and Wilmington Trust, National Association, as notes collateral agent (the “Collateral Agent”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • November 7th, 2023 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 12, 2023, among Greene’s Energy Group, LLC, a Texas limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), Wilmington Trust, National Association, as trustee (the “Trustee”) and notes collateral agent (the “Collateral Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 22nd, 2019 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 10, 2019, is among KLX ENERGY SERVICES HOLDINGS, INC., a Delaware corporation (the “Company”), each Guarantor that is a signatory hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), the Issuing Lenders and the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2020 • KLX Energy Services Holdings, Inc. • Oil & gas field services, nec • Florida
This Employment Agreement (this Agreement) is made as of April 19, 2020, by and between KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and Thomas P. McCaffrey (the Executive). This Agreement shall become effective as of the Effective Date (as defined below).
