TETRA TECHNOLOGIES, INC. NOTE PURCHASE AGREEMENT Dated as of November 5, 2015 $125,000,000 11.00% Senior Notes due November 5, 2022Note Purchase Agreement • November 6th, 2015 • Tetra Technologies Inc • Crude petroleum & natural gas • New York
The Company has authorized the issue and sale of $125,000,000 aggregate principal amount of its 11.00% Senior Notes due November 5, 2022 (the “Series 2015 Notes”, the Series 2015 Notes together with each Series of Additional Notes that may be from time to time issued pursuant to Section 2.2 below, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). Subject to Section 2.2(b) below, the Notes shall be substantially in the form set out in Exhibit 1.1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
FORM OF SENIOR NOTETetra Technologies Inc • November 6th, 2015 • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM.
FORM OF SUBSIDIARY GUARANTYTetra Technologies Inc • November 6th, 2015 • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”) dated November [__], 2015 is made by the undersigned (each, a “Guarantor”), in favor of the holders from time to time of the Notes issued under the Note Purchase Agreement and any Supplement thereto, including each purchaser named in the Note Purchase Agreement and in any Supplement thereto, and their respective successors and assigns (collectively, the “Holders” and each individually, a “Holder”).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 6th, 2015 • Tetra Technologies Inc • Crude petroleum & natural gas • New York
This SECOND Amendment to Note Purchase Agreement (this “Second Amendment”), dated as of November 5, 2015, is among TETRA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), each of the other Notes Parties, and WELLS FARGO ENERGY CAPITAL, INC., as Noteholder Representative for the Noteholders (in such capacity, together with its successors, the “Noteholder Representative”) and as the sole Noteholder.
