FTS INTERNATIONAL, INC. AS ISSUER,Indenture • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
AS ISSUER,Indenture • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
INDENTURE dated as of June 1, 2015 among FTS International, Inc. a corporation incorporated under the laws of Delaware (the “Issuer”), the Initial Guarantors (as defined herein), U.S. Bank National Association, as Collateral Agent and U.S. Bank National Association, as Trustee.
TERM LOAN AGREEMENT dated as of April 16, 2014, by and amongTerm Loan Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
TERM LOAN AGREEMENT, dated as of April 16, 2014, by and among FTS INTERNATIONAL, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Texas
This SEVERANCE AGREEMENT (this “Agreement”), dated as of May 3, 2016 (the “Effective Date”), is entered into by and between FTS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and Lance Turner, a resident of Texas (“Executive”).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec
This AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of June 22, 2015 (the “Execution Date”), but is effective as of June 1, 2015 (the “Effective Date”), by and among FTS International Services, LLC, as Grantor, (the “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 6, 2014, (the “Effective Date”), by and between FTS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and Perry Harris, a resident of Texas (“Executive”).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec
This AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of June 22, 2015 (the “Execution Date”) , but is effective as of June 1, 2015 (the “Effective Date”), by and among FTS International Services, LLC, as Grantor, (the “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as agent for the Noteholders (as defined below) (in such capacity, together with its successors and assigns in such capacity, “Agent”).
PARI PASSU INTERCREDITOR AGREEMENT dated as of April 16, 2014 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Loan Collateral Agent, U.S. BANK NATIONAL ASSOCIATION as Notes Collateral Agent, and each Additional Pari Passu Collateral Agent from...Passu Intercreditor Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of April 16, 2014, among WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Term Loan Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Term Loan Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”), each Additional Pari Passu Collateral Agent (as defined below) from time to time party hereto for the Additional Pari Passu Secured Parties (as defined below) of the Series (as defined below) with respect to which it is acting in such capacity, each of the Grantors (as defined below) and each Additional Grantor (as defined below).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec
This AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of June 22, 2015 (the “Execution Date”) , but is effective as of June 1, 2015 (the “Effective Date”), by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Agent (as defined in the Security Agreement (defined below)).
JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of April 16, 2014 among FTS INTERNATIONAL SERVICES, LLC, FTS INTERNATIONAL, INC. the other GRANTORS from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Facility Agent under the...Junior Lien Intercreditor Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
This JUNIOR LIEN INTERCREDITOR AGREEMENT is dated as of April 16, 2014 and is by and among FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), FTS International, Inc., a Delaware corporation (the “Parent Borrower”), the other GRANTORS (as defined in Section 1.1) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Facility Agent (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Collateral Agent (as defined below), U.S. BANK NATIONAL ASSOCIATION, as Notes Collateral Agent (as defined below), and each Additional Pari Passu Collateral Agent (as defined below).
JUNIOR LIEN INTERCREDITOR AGREEMENT JOINDERJunior Lien Intercreditor Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec
The undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby agrees to become party as the ABL Facility Agent in replacement of Wells Fargo Bank, National Association, in its capacity as ABL Facility Agent under the Junior Lien Intercreditor Agreement dated as of April 16, 2014 (the “Intercreditor Agreement”) among FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company, FTS INTERNATIONAL, INC., a Delaware corporation, the other GRANTORS from time to time party thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Facility Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Notes Collateral Agent, and certain other persons party or that may become party thereto from time to time, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersign
FTS INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENT (STOCK-SETTLED)Restricted Stock Unit Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is entered into as of , 2014, by and between FTS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the individual named on the signature page to this Agreement (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the FTS International, Inc. 2014 Long-Term Incentive Plan, as amended (the “Plan”).
MASTER SERVICE AGREEMENT Between CHESAPEAKE OPERATING, INC. and any present or future subsidiaries or affiliates named directly or indirectly by Chesapeake Operating, Inc. (herein collectively “Company”), Oklahoma City, OK and FTS INTERNATIONAL...Master Service Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Oklahoma
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of April 16, 2014, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, “Agent”).
MASTER COMMERCIAL AGREEMENTMaster Commercial Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • Oklahoma
SECURITY AGREEMENTSecurity Agreement • February 28th, 2017 • FTS International, Inc. • Oil & gas field services, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 16, 2014, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and U.S. BANK NATIONAL BANK (“US Bank”), in its capacity as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, “Agent”).
