AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. as Joint Lead Arrangers and Joint Book Runners WELLS FARGO BANK, NATIONAL ASSOCIATION...Credit Agreement • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of August 1, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and BANK OF AMERICA, N.A., a national banking association, as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and BANK OF AMERICA, N.A., a natio
WARRANT AGREEMENT dated as of August 1, 2016 among SEVENTY SEVEN ENERGY INC. (as Reorganized) and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY N.A., Collectively as Warrant AgentWarrant Agreement • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of August 1, 2016, among Seventy Seven Energy Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, with Computershare, the “Warrant Agent”).
SEVENTY SEVEN ENERGY LITIGATION TRUST AGREEMENTSeventy Seven Energy Litigation Trust Agreement • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec
This Seventy Seven Energy Litigation Trust Agreement (the “Agreement”) is made this 1st day of August, 2016, by and among Seventy Seven Finance Inc., Seventy Seven Energy Inc. (“HoldCo”), Seventy Seven Operating LLC (“OpCo”), Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC (each, in its capacity as a Debtor (as defined in the Plan) and a Reorganized Debtor, as applicable, a “Debtor” and, collectively, the “Debtors”), and Alan Carr, as trustee (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
THIS INTERCREDITOR AGREEMENT (“Agreement”), dated as of August 1, 2016 (the “Effective Date”), is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative and collateral agent (in such capacity, the “Revolving Loan Agent” as hereinafter further defined) pursuant to the Revolving Loan Agreement (as hereinafter defined) acting for and on behalf of the Revolving Loan Secured Parties (as hereinafter defined), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative and collateral agent for the First Lien Term Loan Obligations (as defined below) (in such capacity, as successor to Bank of America, N.A., the “First Lien Term Loan Agent” as hereinafter further defined) pursuant to the First Lien Term Loan Agreement (as hereinafter defined) acting for and on behalf of the First Lien Term Loan Secured Parties (as hereinafter further defined) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative and collateral agent for th
LIMITED WAIVERLimited Waiver • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
This Limited Waiver (this “Limited Waiver”) dated as of August 1, 2016 is entered into by and among Seventy Seven Operating LLC, an Oklahoma limited liability company (the “Borrower”), Seventy Seven Energy Inc., a Delaware corporation formerly known as Chesapeake Oilfield Operating, L.L.C. (the “Parent”), the other Loan Parties party hereto, the Tranche A Incremental Term Loan Lenders signatory hereto, and Wilmington Trust, National Association, in its capacity as successor administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO INCREMENTAL TERM SUPPLEMENT (TRANCHE A) AND FIRST AMENDMENT TO TRANCHE A INCREMENTAL GUARANTYIntercreditor Agreement • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec
This First Amendment to Incremental Term Supplement (Tranche A) and First Amendment to Tranche A Incremental Guaranty (this “Amendment”) dated as of August 1, 2016 is entered into by and among Seventy Seven Operating LLC, an Oklahoma limited liability company (the “Borrower”), Seventy Seven Energy Inc., a Delaware corporation formerly known as Chesapeake Oilfield Operating, L.L.C. (the “Parent”), the other Loan Parties party hereto, the Tranche A Incremental Term Loan Lenders signatory hereto, and Wilmington Trust, National Association, in its capacity as successor administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Delaware
THIS BOARD REPRESENTATION AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2016, by and among Seventy Seven Energy Inc., (the “Company”) and (a) Anchorage Capital Master Offshore, Ltd., (b) Citadel Equity Fund Ltd., and (c) ValueWorks Limited Partners LP, (each, a “Holder” and collectively, the “Holders”). The Company and the Holders are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Seventy Seven Finance Inc. and its Affiliated Debtors, dated July 8, 2016 (the “Plan”).
