REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC.), BOB BEEMAN DRILLING COMPANY and BEST WELL SERVICE, INC. (BORROWERS)...Security Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008 among HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC. on the Closing Date), a corporation organized under the laws of the State of Nevada (“Best”), BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State of Utah (“BBD”), and BEST WELL SERVICE, INC., a corporation organized under the laws of the State of Kansas (“BWS”) (Best, BBD and BWS, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
Escrow AgreementEscrow Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Escrow Agreement (the “Agreement”), dated as of February 14, 2008 (the “Closing Date”), by and among (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), (ii) Robert L. Beeman, a resident of Moab, Utah (“Seller”), and (iii) JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (“Escrow Agent”).
COLLATERAL ASSIGNMENTCollateral Assignment • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignee and Lenders (as defined below), now existing or hereafter arising under any agreement among Assignor and BEST WELL SERVICE, INC. (“BWS”) and BOB BEEMAN DRILLING COMPANY (“BBD” and together with Assignor and BWS, the “Borrowers”), Lenders and Assignee, including, without limitation, that certain Revolving Credit, Term Loan and Security Agreement dated as of February 14, 2008, among Borrowers, the financial institutions named therein or which hereafter become a party thereto (“Lenders”), and Assignee as agent for Lenders (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of its rights, but not its obligations, under that certain Stock Purchase Agreement dated as of February 14, 2008, between Assignor and Tony Bruce, a resident of Liberal, Kans
Noncompetition, Nondisclosure and Nonsolicitation AgreementNoncompetition, Nondisclosure and Nonsolicitation Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Noncompetition, Nondisclosure and Nonsolicitation Agreement (this “Agreement”) is made as of February 14, 2008, by and between Best Energy Services, Inc., a Nevada corporation (“Buyer”), and Robert L. Beeman (“Seller”).
TERM NOTEHybrook Resources Corp. • February 21st, 2008 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among HYBROOK RESOURCES CORP. (to be renamed BEST ENERGY SERVICES, INC.), a Nevada corporation (“Best”), BOB BEEMAN DRILLING COMPANY, a Utah corporation (“BBD”) and BEST WELL SERVICE, INC., a Kansas corporation (“BWS” and together with Best and BBD, each a “Borrower” and jointly and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
ReleaseRelease • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Release is being executed and delivered in accordance with Section 2.4(a)(ii) of the Stock Purchase Agreement dated February 14, 2008 (the “Agreement”) by and between Best Energy Services, Inc., a Nevada corporation ("Buyer") and Tony Bruce, a resident of Liberal, Kansas ("Seller"). The undersigned (“Shareholder”) is the sole shareholder of Best Well Service, Inc., a Kansas corporation (the “Company”) and will directly benefit from the Agreement, including receiving the Purchase Price. Capitalized terms used in this Release without definition have the respective meanings given to them in the Agreement.
LEASE AGREEMENT By and Between ROBERT L. BEEMAN (Landlord) And BEST ENERGY SERVICES, INC. (Tenant). Effective February 14, 2008Agreement of Lease • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement of Lease (“Lease”) is made this 14th day of February, 2008, between Robert L. Beeman (hereinafter referred to as "Landlord"), and Best Energy Services, Inc., a Nevada corporation, (hereinafter referred to as "Tenant").
Stock Purchase AgreementStock Purchase Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Stock Purchase Agreement (“Agreement”) is made as of February 14, 2008, by and between (i) Best Energy Services, Inc., a Nevada corporation (“Buyer”), and (ii) Tony Bruce, a resident of Liberal, Kansas (“Seller”).
Attention: Mr. Larry HargraveHybrook Resources Corp. • February 21st, 2008 • Mining & quarrying of nonmetallic minerals (no fuels)
This will confirm the understanding and agreement (this "Agreement") between Andrew Garrett, Inc. and its affiliates (collectively, the "Placement Agent"), and Best Energy Services, Inc. and its affiliates (collectively, the "Company") as follows:
Employment AgreementEmployment Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Employment Agreement (“Agreement”), dated as of February 14, 2008 (the “Effective Date”), is made between Best Energy Services, Inc., a Nevada corporation (the “Company”), and Tony Bruce (the “Executive”).
PLEDGE AGREEMENTPledge Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Pledge Agreement (this “Agreement”) dated as of February 14, 2008 by and among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 26 hereof, the “Pledgors”) and PNC BANK, NATIONAL ASSOCIATION, as agent for Lenders (as defined below) (in such capacity, “Agent”).
CASH COLLATERAL AGREEMENTCash Collateral Agreement • February 21st, 2008 • Hybrook Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CASH COLLATERAL AGREEMENT dated as of February 14, 2008 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among each of MORRIS GAD, an individual residing at 592 5th Avenue, New York, New York, 10036 (“Pledgor”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as depository institution (the “Bank”) and PNC BANK, NATIONAL ASSOCIATION, a national banking association as agent for the Lenders (as defined below) party to the Loan Agreement referred to below (in such capacity, “Agent”).
