REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AMONG PNC BANK, NATIONAL ASSOCIATION AS LENDER AND AS AGENT AND NYTEX FDF ACQUISITION, INC., (AND UPON CONSUMMATION OF ACQUISITION PURSUANT TO THE ACQUISITION AGREEMENT) FRANCIS OAKS, L.L.C., AND...Security Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • Texas
This Revolving Credit, Term Loan and Security Agreement dated as of November 23, 2010 by and among NYTEX FDF ACQUISITION, INC., a corporation formed under the laws of the State of Delaware (“Holdings”) and, upon consummation of the acquisition pursuant to the Acquisition Agreement (defined below), FRANCIS OAKS, L.L.C., a limited liability company formed under the laws of the State of Louisiana (“Francis Oaks”), FRANCIS’ DRILLING FLUIDS, LTD., a business corporation incorporated under the laws of the State of Louisiana (“Francis Drilling”; and together with Holdings and Francis Oaks, individually, each a “Borrower” and collectively, jointly and severally, the “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, together with its successors and assigns in such capacity, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 23, 2010, by and among NYTEX Energy Holdings, Inc. (the “Company”) and the holders listed on the Schedule of Holders attached hereto as Annex A and identified on the signature pages hereto (each a “Holder” and collectively, the “Holders”).
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT by and among NYTEX ENERGY HOLDINGS, INC., NYTEX FDF ACQUISITION, INC. and WAYPOINT NYTEX, LLC Senior Series A Redeemable Preferred Stock Series B Redeemable Preferred Stock Warrants to Purchase Shares of...Preferred Stock and Warrant Purchase Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • New York
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT, dated as of November 23, 2010 (this “Agreement”), by and among NYTEX ENERGY HOLDINGS, INC., a Delaware corporation (“Parent”), NYTEX FDF ACQUISITION, INC., a Delaware corporation (the “Company”), and WayPoint Nytex, LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”).
EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENTEmployment, Non-Competition and Non-Solicitation Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • Louisiana
THIS AGREEMENT (“Agreement”) is made this ___ day of November, 2010 by and between FRANCIS DRILLING FLUIDS, LTD., a Louisiana corporation with a principal place of business at 240 Jasmine Rd., Crowley, LA 70526 (the “Company” and/or “Francis Drilling”), and MICHAEL G. FRANCIS, an individual residing at 314 Judge Canan Drive, Crowley, LA 70526 (the “Employee”).
ESCROW AGREEMENTEscrow Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • Texas
THIS ESCROW AGREEMENT (this “Agreement” or the “Escrow Agreement”) is made and entered into as of November __, 2010, by and among NYTEX FDF Acquisition, Inc. a Delaware corporation (“NYTEX”), Diana Istre Francis (“Diana Francis”), Bryan K. Francis (the “Seller Representative”), and The F&M Bank & Trust Company (the “Escrow Agent”). NYTEX, Diana Francis, Seller Representative and the Escrow Agent are sometimes referred to herein as the “Parties.”
MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND AMONG NYTEX ENERGY HOLDINGS, INC., FRANCIS DRILLING FLUIDS, LTD., FRANCIS OAKS, L.L.C AND THE MEMBERS OF FRANCIS OAKS, L.L.C. AS OF NOVEMBER __, 2010Membership Interests Purchase Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • Louisiana
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into as of November __, 2010 (the “Execution Date”), by and among NYTEX Energy Holdings, Inc., a Delaware corporation (“Buyer”), Francis Drilling Fluids, Ltd., a Louisiana business corporation (the “Company”), Francis Oaks, L.L.C., a Louisiana limited liability company (“Oaks”), and all of the members of Oaks (collectively, “Sellers” or singularly, “Seller”). Buyer, the Company, Oaks and Sellers are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2010 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November ___, 2010 by and among NYTEX Energy Holdings, Inc., a Delaware corporation (the “Company”), and Diana Istre Francis, a resident of the state of Louisiana (the “Investor”).
