CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and FTS INTERNATIONAL...Credit Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 19, 2020 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”), FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), and FTS INTERNATIONAL, INC., a Delaware corporation (“Parent Borrower,” together with the OpCo Borrower and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally,
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Director and Officer Indemnification Agreement, dated as of ___________, 2020 (this “Agreement”), is made by and between FTS International, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of November 19, 2020, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity 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”).
WARRANT AGREEMENTWarrant Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
This Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of November 19, 2020, between FTS International, Inc., a Delaware corporation (and any Successor Company (as defined below) that becomes successor to the Company in accordance with Section 15) (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent,” which term includes any successor thereto permitted under this Agreement). Capitalized terms that are used in this Agreement shall have the meanings set forth in Section 1 hereof.
REGISTRATION RIGHTS AGREEMENT by and among FTS INTERNATIONAL, Inc. and THE HOLDERS PARTY HERETO Dated as of November 19, 2020Registration Rights Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 19, 2020 by and among FTS International, Inc., a Delaware corporation (the “Company”), and the Consenting Noteholders and Consenting Term Loan Lenders (each as defined in the Plan) party hereto pursuant to the Plan of Reorganization (the “Plan”) of the Company and certain of its subsidiaries and affiliates under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Plan.
RIGHTS AGREEMENT dated as of November 19, 2020 betweenRights Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file with the Rights Agent and are also available from the Company upon written request.
FTS INTERNATIONAL, INC. FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • November 19th, 2020 • FTS International, Inc. • Oil & gas field services, nec • Delaware
This AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is effective as of [●], 2020 (the “Effective Date”) and made by and between FTS International, Inc. (the “Company”) and [______] (the “Executive”). The Company and the Executive are referred to herein as the “Parties.”
