GREEN FIELD ENERGY SERVICES, INC. 13% Senior Secured Notes due 2016 DEBT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • New York
Green Field Energy Services, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”) 250,000 units that, in the aggregate, consist of (i) $250,000,000 in aggregate principal amount of 13% Senior Secured Notes due 2016 (each a “Note” and, collectively, the “Notes”) and (ii) 250,000 warrants to purchase the Company’s common stock (each a “Warrant” and collectively, the “Warrants”), in each case, upon the terms set forth in the Purchase Agreement, dated November 9, 2011, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
Green Field Energy Services, Inc., as Issuer and Wilmington Trust, National Association, as Warrant Agent Warrant Agreement Dated as of November 15, 2011 Warrants to Purchase Shares of Common StockWarrant Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • New York
Re: Green Field Energy Services, Inc. Warrants to acquire Common Stock of Green Field Energy Services, Inc. (the “Warrants”) Issued under the Warrant Agreement (the “Agreement”) dated as of November 15, 2011 relating to the Warrants
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Employment Agreement (this “Agreement”), executed on the dates set forth below, but effective as of October 6, 2011 (the “Effective Date”), is made and entered into by and between Enrique Fontova, an individual of the full age of majority of Lafayette Parish, Louisiana, whose address is _125 Princeton Woods, Louisiana 70508 (“Employee”), and Green Field Energy Services, Inc., a Delaware corporation, whose address is 4023 Ambassador Caffery Parkway, Suite 200, Lafayette, Louisiana 70503 (the “Company”), who are also sometimes referred to, each individually, as a “party,” and collectively, as the “parties” to this Agreement.
TURBINE DRIVEN EQUIPMENT MAINTENANCE AGREEMENTMaintenance Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Turbine Driven Equipment Maintenance Agreement (“Agreement”) is executed as of the dates set forth below but shall be effective as of September 22, 2011, by and between Green Field Energy Services, Inc. (f/k/a Green Field Energy Services, LLC) (“Company”), and Turbine Powered Technology, LLC (“Contractor”).
SECOND AMENDED & RESTATED EMPLOYMENT, NON-DISCLOSURE, AND NON-COMPETE AGREEMENTCompete Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Second Amended & Restated Employment, Non-Disclosure, and Non-Compete Agreement (this “AGREEMENT”) is made effective as of May 1, 2011, by Hub City Industries, L.L.C., a Louisiana liability company (the “EMPLOYER”), and John M. Egle, an individual resident in Lafayette, Louisiana (the “EMPLOYEE”).
ContractGreen Field Energy Services, Inc. • May 11th, 2012
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
TURBINE DRIVEN EQUIPMENT INSTALLATION AGREEMENTInstallation Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Turbine Driven Equipment Installation Agreement (“Agreement”) is executed as of the dates set forth below but shall be effective as of September 22, 2011, by and between Green Field Energy Services, Inc. (f/k/a Green Field Energy Services, LLC) (“Company”), and Turbine Powered Technology, LLC (“Contractor”).
SAND MINING AND REFINING AGREEMENTMining and Refining Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Sand Mining and Refining Agreement (the “Agreement”) is made effective the 23rd day of January, 2012 by and between Green Field Energy Services, Inc. (“GFES”) a Delaware corporation whose address for the purposes hereof is 4023 Ambassador Caffery Pkwy, Suite 200, Lafayette, Louisiana 70503, and Alliance Consulting Group, L.L.C. a Louisiana limited liability company whose address for the purposes hereof is 3201 General DeGaulle Drive, Suite 200, New Orleans, Louisiana 70114. Hereinafter, Alliance Consulting Group, L.L.C. and its affiliates shall be collectively referred to as “ACG”.
PLANT CONSTRUCTION REIMBURSEMENT AND SALES AGREEMENT BETWEEN GREAT NORTHERN SAND LLC AND GREEN FIELD ENERGY SERVICES, L.L.C.Limited Liability Company Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Texas
This Agreement is entered into as of October 28, 2011 (“Effective Date”) by and between Green Field Energy Services, L.L.C. (“Buyer”) and Great Northern Sand LLC (“Seller”).
Preferred Supplier AgreementPreferred Supplier Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Preferred Supplier Agreement (this “Agreement”) is entered into effective as of the 10 day of February, 2012 (the “Effective Date”), by and between ChemRock Technologies, L.L.C., a Texas limited liability company with a principal business office in Lafayette, Louisiana (“ChemRock”), and Green Field Energy Services, Inc., a Delaware corporation with a principal business office in Lafayette, Louisiana (“Green Field”), who are sometimes also referred to, each individually, as a “party,” and collectively, as the “parties” to this Agreement.
Operating Agreement of Turbine Powered Technology, L.L.C.Operating Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Operating Agreement (the “Agreement”) of Turbine Powered Technology, L.L.C. (the “Company”) is executed on the dates set forth below, but effective as of the 22nd day of September, 2011 (the “Effective Date”), by and between:
EQUIPMENT PURCHASE AGREEMENTEquipment Purchase Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
This Equipment Purchase Agreement (this “Agreement”) is executed on the dates set forth below, but effective as of July 8, 2011 between Hub City Industries, L.L.C. (hereinafter “HCI”), a Louisiana limited liability company whose mailing address for purposes hereof is 500 Dover Blvd., Suite 100, Lafayette, Louisiana 70503, and Marine Turbine Technologies, L.L.C., (hereinafter “MTT”), a Louisiana limited liability company whose mailing address for purposes hereof is 298 Louisiana Road, Franklin, Louisiana 70538 (also sometimes referred to as the “parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2012 • Green Field Energy Services, Inc.
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is executed by and among Green Field Energy Services, Inc. (the “Company”), a Delaware corporation, and Michel B. Moreno, (“Employee”).
Form of NoteGreen Field Energy Services, Inc. • May 11th, 2012 • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
SECOND AMENDMENT TO OPERATING AGREEMENT OF TURBINE POWERED TECHNOLOGY, LLCOperating Agreement • May 11th, 2012 • Green Field Energy Services, Inc.
This Second Amendment (this “Amendment”) to Operating Agreement of Turbine Powered Technology, LLC, dated as of November 9, 2011, of Turbine Powered Technology, LLC, a Louisiana limited liability company (the “Company”), amends the Operating Agreement of the Company, effective as of September 22, 2011, as amended by the First Amendment to Operating Agreement dated October 28, 2011 (the “LLC Agreement”) of the Company, and is made by the members of the Company, who are Green Field Energy Services, Inc., a Delaware corporation (f/k/a Green Field Energy Services, LLC, a Louisiana limited liability company)(“GFES”), and MTT Properties, LLC, a Louisiana limited liability company (“MTT,” and together with GFES, the “Members”). Capitalized terms that are used but not defined herein shall have the meanings set forth in the LLC Agreement.
GREEN FIELD ENERGY SERVICES, INC. 250,000 Warrants EQUITY REGISTRATION RIGHTS AGREEMENTEquity Registration Rights Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • New York
INDENTURE, dated as of November 15, 2011, among GREEN FIELD ENERGY SERVICES, INC., as Issuer, HUB CITY TOOLS, INC., as Guarantor and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 13% Senior Secured Notes due 2016Intercreditor Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • New York
INDENTURE, dated as of November 15, 2011, among Green Field Energy Services, Inc., a Delaware corporation (the “Company”), Hub City Tools, Inc., a Louisiana corporation, as guarantor, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
SECURITY AGREEMENT among GREEN FIELD ENERGY SERVICES, INC., CERTAIN SUBSIDIARIES OF GREEN FIELD ENERGY SERVICES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as COLLATERAL AGENT Dated as of November 15, 2011Security Agreement • May 11th, 2012 • Green Field Energy Services, Inc. • New York
SECURITY AGREEMENT, dated as of November 15, 2011, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successors and permitted assigns, the “Collateral Agent”), for the benefit of the Notes Secured Parties (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof.
TURBINE DRIVEN EQUIPMENT LICENSE AGREEMENTTurbine Driven Equipment License Agreement • May 11th, 2012 • Green Field Energy Services, Inc.
This Turbine Driven Equipment License Agreement (“Agreement”) is executed as of the dates set forth below but shall be effective as of September 22, 2011, (the “Effective Date”) by and between Green Field Energy Services, Inc. (“Licensee”), and Turbine Powered Technology, LLC (“Licensor”), together the (“Parties”).
INTERCREDITOR AGREEMENT dated as of May 2, 2012, between SWEPI, LP, as First Priority Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Priority AgentIntercreditor Agreement • May 11th, 2012 • Green Field Energy Services, Inc.
INTERCREDITOR AGREEMENT dated as of , 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between SWEPI, LP, as agent for the First Priority Secured Parties (as defined below) (in such capacity, together with any successors and permitted assigns, the “First Priority Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties (as defined below) (in such capacity, together with any successors and permitted assigns, the “Second Priority Agent”).
Amendment to Equipment Purchase AgreementEquipment Purchase Agreement • May 11th, 2012 • Green Field Energy Services, Inc.
This Amendment to Equipment Purchase Agreement (this “Amendment”) is entered into effective as of September 22, 2011, between Green Field Energy Services, Inc. f/k/a Hub City Industries, L.L.C. (hereinafter “GFES”), a Louisiana limited liability company whose mailing address for purposes hereof is 4023 Ambassador Caffery Blvd., Suite 200, Lafayette, Louisiana 70503, and Marine Turbine Technologies, L.L.C., (hereinafter “MTT”), a Louisiana limited liability company whose mailing address for purposes hereof is 298 Louisiana Road, Franklin, Louisiana 70538 (also sometimes referred to as the “parties”). Capitalized terms used but not defined in this Amendment have the meaning given them in the EPA (defined below).
FIRST AMENDMENT TO OPERATING AGREEMENT OF TURBINE POWERED TECHNOLOGY, L.L.C.Operating Agreement • May 11th, 2012 • Green Field Energy Services, Inc.
This First Amendment (this “Amendment”) to Operating Agreement of Turbine Powered Technology, L.L.C., dated as of October 28, 2011, of Turbine Powered Technology, L.L.C., a Louisiana limited liability company (the “Company”), amends the Operating Agreement of the Company, effective as of September 22, 2011 (the “LLC Agreement”) of the Company, and is made by the members of the Company, who are Green Field Energy Services, Inc., a Delaware corporation (f/k/a Green Field Energy Services, LLC, a Louisiana limited liability company)(“GFES”), and MTT Properties, LLC, a Louisiana limited liability company (“MTT,” and together with GFES, the “Members”). Capitalized terms that are used but not defined herein shall have the meanings set forth in the LLC Agreement.
LEASE AGREEMENT WITH OPTION TO PURCHASELease Agreement With Option to Purchase • May 11th, 2012 • Green Field Energy Services, Inc. • Louisiana
THIS LEASE AGREEMENT WITH OPTION PURCHASE (“Agreement”) is entered into as of the 1st day of October, 2011, (“Effective Date”) by and between Mass Prentiss Blackwell, Jr. (the “Landlord”), and Green Field Energy Services, L.L.C. (the “Tenant”).
