SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH SIX ASTERISKS [******]....Indemnification Agreement • August 10th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2023 between Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), and Nirav Shah (“Indemnitee”).
Kodiak Gas Services, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 5th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission
Kodiak Gas Services Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,400,000 additional shares (the “Optional Shares”) of common stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2019, by and between Frontier TopCo Partnership, L.P., a Delaware limited partnership (“Parent”), and Chad Lenamon (the “Executive”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 22, 2023 among FRONTIER INTERMEDIATE HOLDING, LLC, as the Frontier Borrower, KODIAK GAS SERVICES, LLC, as the Kodiak Borrower, The Other Obligors Party Hereto, The Lenders Party Hereto and...Credit Agreement • March 31st, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 22, 2023 (as it may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) among FRONTIER INTERMEDIATE HOLDING, LLC, a Delaware limited liability company (the “Frontier Borrower”), KODIAK GAS SERVICES, LLC, a Delaware limited liability company (the “Kodiak Borrower” and, together with the Frontier Borrower, the “Existing Borrowers”), the other Obligors party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
KODIAK GAS SERVICES, LLC and EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of February 2, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee 7.250% Senior Notes due 2029Indenture • February 2nd, 2024 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
THIS INDENTURE dated as of February 2, 2024 is among Kodiak Gas Services, LLC, a Delaware limited liability company (the “Issuer”), Kodiak Gas Services, Inc., a Delaware corporation (“Parent”), the other Guarantors (as defined) and U.S. Bank Trust Company, National Association, as Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
This Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of July 3, 2023, by and among Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), the undersigned holders of Registrable Securities (as defined below), and such other holders of Registrable Securities that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Holders.”
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH SIX ASTERISKS [******]. CLASS...Award Agreement • March 31st, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • Delaware
Pursuant to the terms and conditions of the Frontier TopCo Partnership, L.P. 2019 Class B Unit Incentive Plan (as it may be amended and/or restated from time to time, the “Plan”) and this Class B Unit Award Agreement (this “Award Agreement”), the Partnership hereby grants to the Participant set forth on the signature page hereto a number of Class B Units set forth below (the “Award”). The Award shall be granted as of [●], 2021 (the “Date of Grant”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan, or if not defined therein, in the Partnership Agreement.
NOVATION, ASSIGNMENT AND ASSUMPTION AGREEMENTNovation, Assignment and Assumption Agreement • July 5th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
THIS NOVATION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of this 3rd day of July, 2023, by and among Kodiak Gas Services, LLC, a Delaware limited liability company (the “Kodiak Borrower”), Frontier Intermediate Holding, LLC, a Delaware limited liability company (the “Frontier Borrower” and together with the Kodiak Borrower, the “Existing Borrowers” and each individually, an “Existing Borrower”), Frontier TopCo Partnership, L.P., a Delaware limited partnership (the “New Borrower”), the subsidiaries of the Kodiak Borrower party hereto (the “Existing Guarantors”), the affiliates of the New Borrower party hereto (the “New Guarantors”), the parties listed on Schedule 1 hereto (the “Existing Lenders”), the parties listed on Schedule 2 hereto (the “New Lenders”), and Wells Fargo Bank, N.A., a national banking association, in its capacity as administrative agent under the Existing Credit Agreement (in such capacity, the “Existing Administrative Agent”). Unless otherwise
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH SIX ASTERISKS [******]. CLASS...Award Agreement • March 31st, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • Delaware
Pursuant to the terms and conditions of the Frontier TopCo Partnership, L.P. 2019 Class B Unit Incentive Plan (as it may be amended and/or restated from time to time, the “Plan”) and this Class B Unit Award Agreement (this “Award Agreement”), the Partnership hereby grants to the Participant set forth on the signature page hereto a number of Class B Units set forth below (the “Award”). The Award shall be granted as of [●], 2022 (the “Date of Grant”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan, or if not defined therein, in the Partnership Agreement.
STOCKHOLDERS’ AGREEMENT DATED AS OF JULY 3, 2023 BETWEEN KODIAK GAS SERVICES, INC. AND FRONTIER TOPCO PARTNERSHIP, L.PStockholders’ Agreement • July 5th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • Delaware
This Stockholders’ Agreement (the “Agreement”) is entered into as of July 3, 2023 between Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), and Frontier TopCo Partnership, L.P., a Delaware limited partnership (the “Investor”).
ContractVersion Assumption, Ratification and Confirmation Agreement • November 9th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2024 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
This Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 1, 2024, by and among Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), Kodiak Gas Services, LLC a Delaware limited liability company, the undersigned holders of Registrable Securities (as defined below), and such other holders of Registrable Securities that join this Agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Holders.”
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 10th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is executed as of June 27, 2023, by and among FRONTIER INTERMEDIATE HOLDING, LLC, a Delaware limited liability company (the “Frontier Borrower”), KODIAK GAS SERVICES, LLC, a Delaware limited liability company (the “Kodiak Borrower” and, together with the Frontier Borrower, each a “Borrower” and, collectively, the “Borrowers”), the other Obligors party hereto, JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise defined herein, all capitalized terms used herein which are defined in the Amended Credit Agreement (as defined below) shall have the meanings given such terms in the Amended Credit Agreement.
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 23rd, 2024 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 22, 2023 (as it may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) among KODIAK GAS SERVICES, INC. (as successor borrower to Frontier Intermediate Holding, LLC), a Delaware corporation (“Kodiak Corp”), KODIAK GAS SERVICES, LLC, a Delaware limited liability company (the “Kodiak Borrower”), the other Obligors party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Kodiak Letterhead]Kodiak Gas Services, Inc. • July 5th, 2023 • Natural gas transmission
We are pleased to inform you that you have been designated as eligible to participate in the Kodiak Gas Services, Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [1][2][3] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KODIAK GAS SERVICES, LLC DATED AS OF APRIL1, 2024Limited Liability Company Agreement • April 1st, 2024 • Kodiak Gas Services, Inc. • Natural gas transmission • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of April 1, 2024, by and among Kodiak Gas Services, LLC, a Delaware limited liability company (the “Company”), Kodiak Gas Services, 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.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 20th, 2023 • Kodiak Gas Services, Inc. • Natural gas transmission • New York
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is executed as of May 31, 2023, by and among FRONTIER INTERMEDIATE HOLDING, LLC, a Delaware limited liability company (the “Frontier Borrower”), KODIAK GAS SERVICES, LLC, a Delaware limited liability company (the “Kodiak Borrower” and, together with the Frontier Borrower, each a “Borrower” and, collectively, the “Borrowers”), the other Obligors party hereto, JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise defined herein, all capitalized terms used herein which are defined in the Amended Credit Agreement (as defined below) shall have the meanings given such terms in the Amended Credit Agreement.
