Forbes Energy Services Ltd. and CIBC Mellon Trust Company as Rights Agent Rights Agreement Dated as of May 19, 2008Rights Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
This RIGHTS AGREEMENT, dated as of May 19, 2008 is by and between Forbes Energy Services Ltd., a Bermuda corporation (the “Company”), and CIBC Mellon Trust Company, a company existing under the laws of Canada (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of May, 2008, but is effective as of the Commencement Date (as hereinafter defined), by and between Forbes Energy Services LLC, a Delaware limited liability company (the “Employer”), and John E. Crisp, residing at 588 CR 101, George West, Texas 78022 (the “Employee”).
FORBES ENERGY SERVICES LLC FORBES ENERGY CAPITAL INC. AND EACH OF THE GUARANTORS PARTY HERETO 11% SENIOR SECURED NOTES DUE 2015 INDENTURE Dated as of February 12, 2008 Wells Fargo Bank, National Association, as Trustee and Collateral AgentIndenture • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
INDENTURE dated as of February 12, 2008 among Forbes Energy Services LLC, a Delaware limited liability company (including any and all successors thereto, the “Company”), as co-issuer of the 11% Senior Secured Notes due 2015 (the “Notes”), Forbes Energy Capital Inc., a Delaware corporation (including any and all successors thereto, “Capital” and together with the Company as co-issuers of the Notes, the “Issuers”), as co-issuer of the Notes, the Guarantors (as defined herein) and Wells Fargo Bank, National Association and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
FORBES ENERGY SERVICES INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENTForbes Energy Services • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of (the “Award Date”), by and between Forbes Energy Services, Ltd., an exempted company formed under the laws of Bermuda (the “Company”), and (“Optionee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into this day of , 2008 between Forbes Energy Services Ltd., an exempted company formed under the laws of Bermuda (“the Company”) and (“Indemnitee”).
NOTATION OF GUARANTEEForbes Energy Services Ltd. • November 19th, 2010 • Oil & gas field services, nec
For value received, Forbes Energy Services Ltd. (the “New Parent”) has unconditionally guaranteed, to the extent set forth in and subject to the provisions of that certain Indenture dated as of February 12, 2008 (the “Indenture”), among Forbes Energy Services LLC, a Delaware limited liability company, Forbes Energy Capital Inc., a Delaware corporation (collectively, the “Issuers”), the Guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and that certain Supplemental Indenture dated as of May 29, 2008, among the New Parent, the Issuers, the Guarantors and the Trustee, (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holde
NOTES PURCHASE AGREEMENTNotes Purchase Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
INDENTURE dated as of , 2009 among Forbes Energy Services LLC, a Delaware limited liability company (including any and all successors thereto, the “Company”), as co-issuer of the First Priority Floating Rate Notes due 2014 (the “Notes”), Forbes Energy Capital Inc., a Delaware corporation (including any and all successors thereto, “Capital” and together with the Company as co-issuers of the Notes, the “Issuers”), as co-issuer of the Notes, the Guarantors (as defined herein) and Wilmington Trust FSB and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
COMMERCIAL EQUIPMENT LEASE AGREEMENTCommercial Equipment Lease Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
Lessor, in reliance on Lessee’s selection of the equipment described below (“Unit” or “Unit(s)”), agrees to acquire and lease the Units to Lessee, and Lessee agrees to lease the Units from Lessor, subject to the terms and conditions below:
SUBSCRIPTION AGREEMENTRegistration Rights Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Ontario
WEST FACE LONG TERM OPPORTUNITIES LIMITED PARTNERSHIP, a limited partnership established under the laws of the Province of British Columbia (“West Face LP”)
UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Alberta
Paradigm Capital Inc. (the “Underwriter”) understands that Forbes Energy Services Ltd. (the “Corporation”) proposes to issue and sell an aggregate of 18,750,000 common shares of the Corporation (the “Bought Shares”) at a price of $0.80 per Bought Share.
CREDIT AGREEMENT TX ENERGY SERVICES, LLC, C.C. FORBES, LLC and SUPERIOR TUBING TESTERS, LLC, as Borrowers and FORBES ENERGY SERVICES LLC, a Guarantor CITIBANK, N.A., as Lender $20,000,000 Revolving Credit Facility April 10, 2008Credit Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
THIS CREDIT AGREEMENT is made as of April 10, 2008, by and among TX ENERGY SERVICES, LLC, a Delaware limited liability company (“TX Energy”), C.C. FORBES, LLC, a Delaware limited liability company (“C.C. Forbes”), and SUPERIOR TUBING TESTERS, LLC, a Delaware limited liability company (“Superior”) (“TX Energy”, C.C. Forbes and Superior collectively, the “Borrowers”, and individually, a “Borrower”), FORBES ENERGY SERVICES LLC, a Delaware limited liability company (the “Parent”) as a Guarantor, and CITIBANK, N.A., a national association (“Lender”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made and entered into effective as of July 10, 2009, by and between TX ENERGY SERVICES, LLC, a Delaware limited liability company (“TX Energy”), C.C. FORBES, LLC, a Delaware limited liability company (“C.C. Forbes”), and SUPERIOR TUBING TESTER, LLC, a Delaware limited liability company (“Superior,” together with TX Energy and C.C. Forbes, the “Borrowers,” and individually, a “Borrower”), FORBES ENERGY SERVICES LLC, a Delaware limited liability company, as a Guarantor (the “Company”), FORBES ENERGY CAPITAL INC., a Delaware corporation, as a Guarantor (“Energy Capital”) and FORBES ENERGY SERVICES LTD., a company formed under the laws of Bermuda, as a Guarantor (the “New Parent,” together with Company and Energy Capital, collectively, the “Guarantors”), and CITIBANK, N.A., a national association (“Lender”).
STATEMENTS CLAUSES ONE. PURPOSE OF THE CONTRACT TWO. CONTRACT AMOUNT THREE. METHOD OF PAYMENT FOUR. FINANCING SOURCES FIVE. ASSIGNING COLLECTION RIGHTS SIX. WITHHOLDINGS SEVEN. FINANCING EXPENSES EIGHT. EXCESS PAYMENTS NINE. COST ADJUSTMENT TEN....Forbes Energy Services Ltd. • November 19th, 2010 • Oil & gas field services, nec
UNIT PRICE PUBLIC WORKS CONTRACT, ENTERED INTO BY AND BETWEEN PEMEX EXPLORACIÓN Y PRODUCCIÓN, WHO WILL BE CALLED PEP, REPRESENTED BY MARTIN TERRAZAS ROMERO, IN HIS CAPACITY AS MANAGER OF THE NORTH DIVISION, APPOINTED TO THE DEPARTMENT OF THE WELL DRILLING AND MAINTENANCE UNIT OF PEMEX EXPLORACIÓN Y PRODUCCIÓN; AND MERCO INGENIERIA INDUSTRIAL S.A. DE C.V. AND FORBES ENERGY SERVICES LTD. (JOINT PROPOSAL), WHO WILL BE CALLED THE CONTRACTOR, REPRESENTED BY MR. JOSE ANDRES SUAREZ IN HIS CAPACITY AS GENERAL ATTORNEY, REPRESENTATIVE AND AGENT OF BOTH COMPANIES, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of February 6, 2009 (the “Effective Date”), by and among Forbes Energy Services LLC, a Delaware limited liability company (the “Company”), Forbes Energy Capital Inc., a Delaware corporation (“Capital,” together with the Company, the “Issuers”), the Guarantors (as defined below) and Wells Fargo Bank, National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under that certain Indenture, dated as of February 12, 2008 (the “Original Indenture”), such Original Indenture having previously been supplemented by the Supplemental Indenture, dated as of May 29, 2008 (the “First Supplemental Indenture”) and the Supplemental Indenture, dated as of October 6, 2008 (together with the Original Indenture and the First Supplemental Indenture, the “Indenture”), in each case, between the Issuers, the Guarantors listed therein or added thereto by supplement,
SUPPLEMENTAL INDENTURESupplemental Indenture • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 6, 2008, among Forbes Energy International, LLC, a Delaware limited liability company (the “New Sub”), Forbes Energy Services Ltd., a company organized under the laws of Bermuda (the “New Parent”), Forbes Energy Services LLC, a Delaware limited liability company (the “Company”), Forbes Energy Capital Inc., a Delaware corporation, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
GUARANTY dated as of April 10, 2008 of the Guarantors listed on the signature pages hereof and that otherwise may become a party hereto in favor of CITIBANK, N.A.Guaranty • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
THIS GUARANTY is made as of April 10, 2008, by the Persons listed on the signature pages hereof and that may become parties hereto pursuant to Section 9.3, in favor of CITIBANK, N.A. (the “Lender”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 29, 2008, among Forbes Energy Services Ltd, a company organized under the laws of Bermuda (the “New Parent”), Forbes Energy Services LLC, a Delaware limited liability company (the “Company”), Forbes Energy Capital Inc., a Delaware Corporation, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
This Agreement and Plan of Reorganization (the “Agreement”) dated as of January 1, 2008 at 12:02 a.m. Eastern Standard Time, is by and among the Forbes Members, the Texas Energy Members and the Superior Tubing Members (as each initially capitalized term is defined below).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec • Texas
This Agreement and Plan of Reorganization (the “Agreement”) dated as of May 29, 2008, is by and among Forbes Energy Services Ltd., an exempted company incorporated under the laws of Bermuda (“Parent”) and the US Holdco Members (as defined below).
NOMINATING AND VOTING AGREEMENTNominating and Voting Agreement • November 19th, 2010 • Forbes Energy Services Ltd. • Oil & gas field services, nec
This NOMINATING AND VOTING AGREEMENT (“Agreement”) is dated as of May 29, 2008, by and among John E. Crisp (“Crisp”), Charles C. Forbes, Jr. (“C. Forbes”), Janet Forbes (“J. Forbes”) and Forbes Energy Services Ltd., an exempted company organized under the laws of Bermuda (the “Company”).
