UNDERWRITING AGREEMENT ProFrac Holding Corp. Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2021 by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PROFRAC HOLDINGS, LLC DATED AS OF [●], 2021Limited Liability Company Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2021, by and among ProFrac Holdings, LLC, a Texas limited liability company (the “Company”), ProFrac Holding Corp., a Delaware corporation (“PubCo”), the other parties listed on Exhibit A hereto and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the TBOC.
CREDIT AGREEMENT Dated as of March 14, 2018 among PROFRAC HOLDINGS, LLC, as Holdings, PROFRAC SERVICES, LLC, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as the Agent, the Collateral Agent, a Letter of Credit...Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
CREDIT AGREEMENT, dated as of March 14, 2018, among PROFRAC HOLDINGS, LLC, a Texas limited liability company (“Holdings,” as hereinafter further defined), PROFRAC SERVICES, LLC, a Texas limited liability company (the “Borrower,” as hereinafter further defined), the guarantors party hereto, and the Lenders (as hereinafter defined) and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto and BARCLAYS BANK PLC, as the Agent, the Collateral Agent and the Swingline Lender.
TERM LOAN CREDIT AGREEMENT Dated as of September 7, 2018 among PROFRAC HOLDINGS, LLC, as Holdings, PROFRAC SERVICES, LLC, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and BARCLAYS BANK PLC, as the Agent and the Collateral Agent...Term Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of September 7, 2018, among PROFRAC HOLDINGS, LLC, a Texas limited liability company (“Holdings,” as hereinafter further defined), PROFRAC SERVICES, LLC, a Texas limited liability company (the “Borrower,” as hereinafter further defined), the guarantors party hereto, and the Lenders (as hereinafter defined), BARCLAYS BANK PLC, as the Agent and the Collateral Agent (each as hereinafter defined) for the Lenders.
TAX RECEIVABLE AGREEMENT by and among PROFRAC HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTS DATED AS OF [●]Tax Receivable Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among ProFrac Holding Corp., a Delaware corporation (“ProFrac Corp.”), the TRA Holders and the Agents.
STOCKHOLDERS’ AGREEMENT dated as of among PROFRAC HOLDING CORP., THRC HOLDINGS, LP and FARRIS WILKSStockholders Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of [•], 2021, is entered into by and among ProFrac Holding Corp., a Delaware corporation (the “Company”), THRC Holdings, LP, a Texas limited partnership (“THRC” and, together with any other member of the THRC Group executing a joinder, the “THRC Parties”), and Farris Wilks (“Farris” and, together with any other member of the Farris Group executing a joinder, the “Farris Parties”). The THRC Parties and the Farris Parties are each sometimes referred to herein individually as a “Principal Stockholder” and collectively as the “Principal Stockholders” and the Principal Stockholders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of January 28, 2021 (the “Amendment Effective Date”) between BEST PUMP AND FLOW, LP (f/k/a Best Flow Line Equipment, L.P.) a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
SHARED SERVICES AGREEMENT by and between WILKS BROTHERS, LLC AND PROFRAC HOLDINGS, LLC Dated as ofShared Services Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 14, 2021 (this “Agreement”), is made by and among ProFrac Services, LLC (the “Borrower”), ProFrac Holdings, LLC (“Holdings”), ProFrac Manufacturing, LLC (“Manufacturing”), each Lender under the Existing Credit Agreement (as defined below), and Barclays Bank PLC, as Agent (in such capacity, the “Agent”), the Letter of Credit Issuer and the Swingline Lender.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of October 16, 2019 (the “Amendment Effective Date”) between BEST FLOW LINE EQUIPMENT, L.P., a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
The Applicable Margin shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such Adjustment Date based upon the Total Net Leverage Ratio as the Agent shall determine in good faith within ten (10) Business Days after such Adjustment Date (with any such change, for the avoidance of doubt, being given retroactive effect to the Adjustment Date) and the Agent shall notify the Borrower promptly after such determination. Any increase or decrease in the Applicable Margin resulting from a change in the Total Net Leverage Ratio shall become effective on the Adjustment Date.
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of September 11, 2019 (this “Amendment”), relating to the Credit Agreement referred to below, is made by and among PROFRAC SERVICES, LLC (the “Borrower”), ProFrac Holdings, LLC (“Holdings”), PROFRAC MANUFACTURING, LLC (“Manufacturing”) and the Lenders party hereto (as defined below) constituting at least the Required Lenders.
CONSENT TO INTERCREDITOR AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENTFourth Amendment to Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS CONSENT TO INTERCREDITOR AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 13, 2020 (this “Agreement”), relating to the Intercreditor Agreement and Credit Agreement referred to below, is made by and among PROFRAC SERVICES, LLC (the “Borrower”), ProFrac Holdings, LLC (“Holdings”), PROFRAC MANUFACTURING, LLC (“Manufacturing”), the ABL Claimholders party hereto, the Lenders party hereto, the Letter of Credit Issuer, the Swingline Lender and Barclays Bank PLC, as collateral agent for the holders of the ABL Obligations (the “ABL Collateral Agent”) and administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).
CREDIT AGREEMENT between BEST FLOW LINE EQUIPMENT, L.P., as Borrower and EQUIFY FINANCIAL, LLC, as Lender DATED AS OF FEBRUARY 4, 2019Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This CREDIT AGREEMENT (the “Agreement”), is made as of February 4, 2019, by and between BEST FLOW LINE EQUIPMENT, LP, a Texas limited liability partnership (“Borrower”), and EQUIFY FINANCIAL, LLC, a Texas limited liability company (“Lender”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of August 30, 2019 (the “Amendment Effective Date”) between BEST FLOW LINE EQUIPMENT, L.P., a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of July 7, 2020, relating to the Credit Agreement referred to below, is made by and among PROFRAC SERVICES, LLC (the “Borrower”), PROFRAC HOLDINGS, LLC (“Holdings”), PROFRAC MANUFACTURING, LLC (“Manufacturing”) and the Lenders party hereto (as defined below), constituting at least the Required Lenders.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of October 17, 2019 (this “Agreement”), is made by and among ProFrac Services, LLC (the “Borrower”), ProFrac Holdings, LLC (“Holdings”), ProFrac Manufacturing, LLC (“Manufacturing”), the Lenders comprising at least the Required Lenders, and Barclays Bank, PLC, as Agent (in such capacity, the “Agent”), the Letter of Credit Issuer and the Swingline Lender.
FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of June 24, 2021, relating to the Credit Agreement referred to below, is made by and among PROFRAC SERVICES, LLC (the “Borrower”), PROFRAC HOLDINGS, LLC (“Holdings”), PROFRAC MANUFACTURING, LLC (“Manufacturing”), the FOURTH AMENDMENT INCREMENTAL TERM LENDERS (as defined below), the LENDERS (as defined below) party hereto, as required, as the case may be, by the terms of this Amendment and the Existing Credit Agreement, and BARCLAYS BANK, PLC, as Agent (as defined below).
