MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ENSERVCO CORPORATION, (a Delaware corporation), ADLER HOT OIL HOLDINGS, LLC (a Delaware limited liability company) ADLER HOT OIL SERVICE, LLC (a Delaware limited liability company) SPELL CAPITAL...Membership Interest Purchase Agreement • November 1st, 2018 • Enservco Corp • Oil & gas field services, nec • Colorado
This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 26, 2018, is entered into by and among Adler Hot Oil Holdings, LLC, a Delaware limited liability company (“Seller”), Adler Hot Oil Service, LLC, a Delaware limited liability company (the “Company”), Enservco Corporation, a Delaware corporation (“Buyer”) and Spell Capital Mezzanine Partners SBIC, LP, a Delaware limited partnership, Aldine Capital Fund II, L.P., a Delaware limited partnership, Aldine SBIC Fund, L.P., a Delaware limited partnership, EXMARQ Capital Partners, Inc., a Minnesota corporation, and United Insurance Company of America, an Illinois corporation (each a “Member” and collectively “Members”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • November 1st, 2018 • Enservco Corp • Oil & gas field services, nec
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment and Consent”), is entered into as of October 26, 2018 (the “Effective Date”), by and among ENSERVCO CORPORATION, a Delaware corporation (“Parent”), DILLCO FLUID SERVICE, INC., a Kansas corporation, HEAT WAVES HOT OIL SERVICE LLC, a Colorado limited liability company, HEAT WAVES WATER MANAGEMENT LLC, a Colorado limited liability company (the foregoing, collectively with Parent, “Borrowers”), and EAST WEST BANK, a California banking corporation (“Lender”), with reference to the following facts:
ContractSubordinated Promissory Note • November 1st, 2018 • Enservco Corp • Oil & gas field services, nec • Colorado
This Note and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated as of October 26, 2018, by and among Enservco Corporation (“Debtor”), Heat Waves Hot Oil Service LLC, Heat Waves Water Management LLC and East West Bank (“Senior Lender”), to the indebtedness (including interest) owed by Debtor pursuant to that certain Loan and Security Agreement dated August 10, 2017 between Debtor, certain of Debtor’s subsidiaries and Senior Lender, as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time; and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
