CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION as Sole Lead Arranger, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Book Runner, THE LENDERS THAT ARE PARTIES...Credit Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT, is entered into as of , 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Sole Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), RNGR ENERGY SERVICES, LLC, a Delaware limited liability company (“Parent”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2017, by and among Ranger Energy Services, 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 RANGER ENERGY SERVICES, INC. CERTAIN OTHER PERSONS NAMED HEREIN, and [ ], AS AGENT DATED AS OF [ ], 2017Tax Receivable Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], 2017, is hereby entered into by and among Ranger Energy Services, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RNGR ENERGY SERVICES, LLCLimited Liability Company Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [·], 2017, by and among RNGR Energy Services, LLC, a Delaware limited liability company (the “Company”), Ranger Energy 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.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Texas
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [·], 2017, is hereby (i) duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company (the “Company”), by Approval of a Supermajority of the Board, and (ii) ratified, confirmed and approved by Members of the Company constituting the Approval of a Majority of the Members and approval of the holders of a majority of each class of Units pursuant to Section 11.2(a) of the Prior Agreement.
ASSET PURCHASE AGREEMENT by and among EsCo Leasing, LLC, Ranger Energy Services, LLC and solely for purposes of Section 2.2, Section 4.2, Section 4.8, Section 4.10 and Article VIII Tim Hall May 30, 2017Asset Purchase Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 30, 2017, is by and among, EsCo Leasing, LLC, a Texas limited liability company (“Seller”), Ranger Energy Services, LLC, a Delaware limited liability company (“Purchaser”) and, solely for purposes of Section 2.2, Section 4.2, Section 4.8, Section 4.10 and Article VIII hereof, Tim Hall, an individual residing in Bowie, Texas (“Hall”). Seller, Ranger Holdings, Purchaser and, solely for purposes of Article VIII, Hall, are sometimes referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TORRENT ENERGY HOLDINGS II, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [•], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings II, LLC, a Delaware limited liability company, by the undersigned.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], 2017, is entered into by and among Ranger Energy Services, Inc., a Delaware corporation (the “Company”), Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”), CSL Energy Opportunities Fund II, L.P., a Delaware limited liability company (“CSL Opportunities II”), CSL Energy Holdings II, LLC, a Delaware limited liability company (“CSL Holdings II” and, together with Ranger Holdings I, Ranger Holdings II, Torrent Holdings I, Torrent Holdings II and CSL Opportunities II, the “CSL Stockholders”), and Bayou Well Holdings Company, LLC, a Delaware limited liability company (“Bayou” and, together with the CSL Stockholders,
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Texas
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [•], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings, LLC, a Delaware limited liability company, by the undersigned.
MASTER REORGANIZATION AGREEMENT by and among Ranger Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings, LLC, Torrent Energy Holdings II, LLC, RNGR Energy Services, LLC, Ranger Energy Services, Inc. and the other parties heretoMaster Reorganization Agreement • June 14th, 2017 • Ranger Energy Services, Inc. • Oil & gas field services, nec • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of June [•], 2017, is entered into by and among Ranger Energy Holdings, LLC, a Delaware limited liability company (“RES Holdings”), Ranger Energy Holdings II, LLC, a Delaware limited liability company (“RES Holdings II”), Torrent Energy Holdings, LLC, a Delaware limited liability company (“TES Holdings”), Torrent Energy Holdings II, LLC, a Delaware limited liability company (“TES Holdings LLC”), Ranger Energy Services, Inc., a Delaware corporation (“PubCo”), RNGR Energy Services, LLC, a Delaware limited liability company (“RNGR”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).
