PIONEER ENERGY SERVICES CORP. AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 29, 2020 5.00% Convertible Senior Unsecured PIK Notes due 2025Indenture • June 2nd, 2020 • Pioneer Energy Services Corp • Drilling oil & gas wells • New York
INDENTURE dated as of May 29, 2020 between PIONEER ENERGY SERVICES CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT by and among PNC BANK, NATIONAL ASSOCIATION, as Agent, PNC BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger, PNC BANK, NATIONAL ASSOCIATION, as Sole Book Runner, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, PIONEER ENERGY...Credit Agreement • June 2nd, 2020 • Pioneer Energy Services Corp • Drilling oil & gas wells • New York
THIS CREDIT AGREEMENT, is entered into as of May 29, 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), PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC)”, 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”), PNC 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”), PNC 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”), PIONEER ENERGY SERVICES CORP., a Texas corporation (“Parent”), the Subsidiaries of P
INTERCREDITOR AGREEMENT Dated as of May 29, 2020 among PNC Bank, National Association, as ABL Agent and Wilmington Trust, National Association, as Note Security Agent and acknowledged and agreed to by Pioneer Energy Services Corp., as the Company and...Intercreditor Agreement • June 2nd, 2020 • Pioneer Energy Services Corp • Drilling oil & gas wells • New York
This INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of May 29, 2020, and entered into by and among PNC Bank, National Association, as agent under the ABL Credit Agreement (as defined below) for the holders of the ABL Obligations (as defined below) (in such capacity, the “ABL Agent”, as more fully defined below), and Wilmington Trust, National Association, as security agent under the Note Indenture (as defined below) for the holders of the Note Obligations (as defined below) (in such capacity, the “Initial Note Security Agent”, as more fully defined below) and acknowledged and agreed to by Pioneer Energy Services Corp. (the “Company”), and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings set forth in Section 1 below.
ContractPioneer Energy Services Corp • June 2nd, 2020 • Drilling oil & gas wells • Texas
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (i) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (ii) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (iii) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (iv) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
REGISTRATION RIGHTS AGREEMENT by and among PIONEER ENERGY SERVICES CORP. and THE HOLDERS PARTY HERETO Dated as of May 29, 2020Registration Rights Agreement • June 2nd, 2020 • Pioneer Energy Services Corp • Drilling oil & gas wells • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 29, 2020 by and among Pioneer Energy Services Corp. (the “Company”), the holders of Company Securities identified on Schedule I hereto (collectively, the “Initial Securityholders”) and any other Person who shall at any time be a party to or bound by this Agreement as a result of the execution and delivery to the Company of a Joinder substantially in the form attached as Annex A (a “Joinder”), in accordance with the terms hereof (collectively, the “Subsequent Securityholders” and together with the Initial Securityholders, the “Securityholders”).
PIONEER ENERGY SERVICES CORP. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR SECURED FLOATING RATE NOTES DUE 2025 INDENTURE Dated as of May 29, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Security AgentIndenture • June 2nd, 2020 • Pioneer Energy Services Corp • Drilling oil & gas wells • New York
INDENTURE, dated as of May 29, 2020, among Pioneer Energy Services Corp. a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Wilmington Trust, National Association, and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and security agent (in such capacity, the “Security Agent”) in each case for the Holders of the Notes.
