FORBES ENERGY SERVICES LTD. $280,000,000 aggregate principal amount of 9% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2011 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
Forbes Energy Services Ltd., a Bermuda corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 24, 2011, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $280,000,000 aggregate principal amount of 9% Senior Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
FORBES ENERGY SERVICES LTD. 9% Senior Notes due 2019 PURCHASE AGREEMENTPurchase Agreement • June 17th, 2011 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
constitute a breach of or a default (with the passage of time or otherwise) under, (ii) require the consent, approval, authorization or order of any Governmental Authority or third party (other than consents already obtained, such as may be required under state securities or “Blue Sky” laws in connection with the purchase and resale of the Notes by the Initial Purchaser, (iii) result in the imposition of a Lien on any assets of the Company or any Guarantor (except pursuant to the Opinion Documents or the New Credit Facility) pursuant to, or (iv) result in an acceleration of indebtedness pursuant to (A) the Organizational Documents of any Guarantor, (B) the Applicable Contracts, in the case of each of (A) or (B), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (C) any Applicable Law.
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 17th, 2011 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 24, 2011, to become effective by its terms pursuant to Section 2.8 hereof, is by and among Forbes Energy Services LLC, a Delaware limited liability company (the “LLC”) and Forbes Energy Capital Inc., a Delaware corporation (“Capital”, and together with the LLC, the “Issuers”), Forbes Energy Services Ltd., a Bermuda corporation and a guarantor (the “Parent”), the other guarantors listed on the signature pages hereof and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
