LIMITED WAIVER AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
This LIMITED WAIVER AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is entered into effective as of May 17, 2023 (the “First Amendment Effective Date”) among SOLARIS MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each of the undersigned Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION., a national banking association, as the Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), Issuing Bank and a Lender, and each of the undersigned Lenders. Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement (as defined below) shall have the meanings assigned to such terms in the Credit Agreement.
Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
Aris Water Solutions, 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 [ ● ] shares of Class A common stock, par value $0.01 per share (“Stock”) of the Company, subject to the terms and conditions stated in this Agreement and, at the election of the Underwriters, up to [ ● ] additional shares of Stock. The aggregate of [ ● ] shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of [ ● ] additional shares to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
SOLARIS MIDSTREAM HOLDINGS, LLC and each of the Guarantors PARTY HERETO INDENTURE Dated as of April 1, 2021 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee 7.625% SENIOR SUSTAINABILITY-LINKED NOTES DUE 2026Indenture • September 23rd, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
THIS INDENTURE dated as of April 1, 2021, is among Solaris Midstream Holdings, LLC (the “Company”), the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2023 • Aris Water Solutions, Inc. • Oil & gas field services, nec
This Indemnification Agreement (this “Agreement”) is entered into as of [•], 2021 (the “Effective Date”) by and between Aris Water Solutions, Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
Aris Water Solutions, 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 17,650,000 shares of Class A common stock, par value $0.01 per share (“Stock”) of the Company, subject to the terms and conditions stated in this Agreement and, at the election of the Underwriters, up to 2,647,500 additional shares of Stock. The aggregate of 17,650,000 shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of 2,647,500 additional shares to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS MIDSTREAM HOLDINGS, LLC DATED AS OF OCTOBER 26, 2021Limited Liability Company Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of October 26, 2021, by and among Solaris Midstream Holdings, LLC, a Delaware limited liability company (the “Company”), Aris Water Solutions, 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.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 12, 2023 among SOLARIS MIDSTREAM HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent,Credit Agreement • October 12th, 2023 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 12, 2023 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among SOLARIS MIDSTREAM HOLDINGS, LLC, a limited liability company organized under the laws of Delaware (the “Borrower”), the LENDERS party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), and WELLS FARGO, as collateral agent (together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 1, 2021 among SOLARIS MIDSTREAM HOLDINGS, LLC, The Lenders From Time to Time Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lead ArrangerCredit Agreement • September 23rd, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this “Agreement”) dated as of April 1, 2021 (the “Effective Date”), by and among SOLARIS MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders.
TAX RECEIVABLE AGREEMENT by and among ARIS WATER SOLUTIONS, INC. and THE TRA HOLDERS listed on Schedule A hereof DATED AS OF OCTOBER 26, 2021Tax Receivable Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 26, 2021, is hereby entered into by and among Aris Water Solutions, Inc., a Delaware corporation (the “Corporate Taxpayer”) and the TRA Holders.
FORM OF TAX RECEIVABLE AGREEMENT by and among ARIS WATER SOLUTIONS, INC. and THE TRA HOLDERS listed on Schedule A hereof DATED AS OF , 2021Tax Receivable Agreement • September 23rd, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2021, is hereby entered into by and among Aris Water Solutions, Inc., a Delaware corporation (the “Corporate Taxpayer”) and the TRA Holders.
AMENDED AND RESTATED WATER GATHERING AND DISPOSAL AGREEMENTGathering and Disposal Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
This Amended and Restated Water Gathering and Disposal Agreement (this “Agreement”) is made and entered as of June 11, 2020 (the “Effective Date”), by and between Solaris Midstream DB-NM, LLC, a Delaware limited liability company (“Gatherer”), COG Operating LLC, a Delaware limited liability company (“COG”), COG Production LLC, a Texas limited liability company (“COGP”), Concho Oil & Gas LLC, a Delaware limited liability company (“CO&G”), and COG Acreage LP, a Texas limited partnership (“COGA”, and with COG, COGP and CO&G collectively herein referred to in the singular as “Producer”). Gatherer and Producer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made on October 26, 2021 (the “Effective Date”), by and among Aris Water Solutions, Inc., a Delaware corporation (the “Company”), COG Operating LLC (“COG”) and Yorktown Energy Partners XI, L.P. (“Yorktown”).
FORM OF DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 14th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made on _______, 2021 (the “Effective Date”), by and among Aris Water Solutions, Inc., a Delaware corporation (the “Company”), COG Operating LLC (“COG”), Trilantic Capital Partners Associates V L.P. (‘‘TCPAV’’) and Trilantic Energy Partners Associates L.P. (“TEPA” and together with TCPVA, “Trilantic”), and Yorktown Energy Partners XI, L.P. (“Yorktown”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2021, by and among Aris Water Solutions, Inc., a Delaware corporation (the “Company”), Solaris Midstream Holdings, LLC, a Delaware limited liability company (“Solaris”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2022 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of March 18, 2022 by Aris Water Solutions, Inc., a Delaware corporation (the “Company”), Solaris Midstream Holdings, LLC, a Delaware limited liability company (“Solaris”) and the holders party hereto (the “Aris Holders”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in that certain Registration Rights Agreement (the “Agreement”) dated as of October 26, 2021, by and among the Company, Solaris, and the other parties thereto.
January 29, 2021 Amanda BrockLetter Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec
You have been employed by Solaris Midstream Holdings, LLC and its affiliates (the “Company”) since October 2, 2017. As part of your compensation package, you entered into certain Profits Units Grant Agreements dated September 8, 2017, and March 7, 2019, (“Grant Agreements”) by and between you, Solaris Midstream Investment, LLC (“SMI”), and the Company, as the beneficiary pursuant to which you were granted Beneficiary Class B and/or Beneficiary Class C Units (as defined in the Grant Agreements). As of the date of this letter, 60% of your Profits Units are vested under the September 8, 2017 Profits Units Grant Agreement and 20% are vested under the March 7, 2019 Profits Units Grant Agreement. Your remaining Profits Units will vest as set forth in their respective Grant Agreements.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 26, 2021, by and among Aris Water Solutions, Inc., a Delaware corporation (the “Company”), Solaris Midstream Holdings, LLC, a Delaware limited liability company (“Solaris”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AMENDED AND RESTATED WATER GATHERING AND DISPOSAL AGREEMENTGathering and Disposal Agreement • May 8th, 2024 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
This Amendment No. 1 (“Amendment”) dated effective as of February 15, 2024 (the “Effective Date”), is by and between Solaris Midstream DB-NM, LLC, a Delaware limited liability company (“Gatherer”), COG Operating LLC, a Delaware limited liability company (“COG”), COG Production LLC, a Texas limited liability company (“COGP”), Concho Oil & Gas LLC, a Delaware limited liability company (“CO&G”), and COG Acreage LP, a Texas limited partnership (“COGA”, and with COG, COGP and CO&G collectively herein referred to in the singular as “Producer”). Gatherer and Producer are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties”.
January 29, 2021 William A. ZartlerLetter Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
You have been employed by Solaris Midstream Holdings, LLC and its affiliates (the “Company”) since January 1, 2015. As part of your compensation package, you entered into a certain Profits Units Grant Agreement dated September 21, 2016, (“Grant Agreement”) by and between you, Solaris Midstream Investment, LLC (“SMI”), and the Company, as the beneficiary pursuant to which you were granted Beneficiary Class B and/or Beneficiary Class C Units (as defined in the Grant Agreements). As of the date of this letter, 60% of your Profits Units are vested under the Profits Units Grant Agreement. Your remaining Profits Units will vest as set forth in the Grant Agreement.
