EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Executive Employment Agreement (this “Agreement”) by and between Quintana Energy Services Inc., a Delaware corporation (“Company”), and Rogers Herndon (“Executive”) is entered into effective as of July 1, 2017 (the “Effective Date”). Executive and Company shall be referred to individually as a “Party” and collectively as the “Parties” within this Agreement. Quintana Energy Services GP LLC (“QES GP”), a Delaware limited liability company, enters into this Agreement for the limited purpose of acknowledging and agreeing to the provisions of Section 17 below.
CREDIT AGREEMENT Dated as of September 9, 2014 among QES HOLDCO LLC, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and AMEGY BANK NATIONAL ASSOCIATION, as...Credit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Credit Agreement dated as of September 9, 2014 is among QES Holdco, LLC, a Delaware limited liability company (“Holdco”), the Guarantors, the Lenders, and Amegy Bank National Association, as Administrative Agent for the Lenders, as Issuing Bank and as Swing Line Lender.
QUINTANA ENERGY SERVICES INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec
This Agreement (“Agreement”) is made and entered into as of the day of , 2017, by and between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2016 among Quintana Energy Services LP, a Delaware limited partnership (the “Partnership”), Quintana Energy Services GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the Partnership, the “QES Parties”), QES Holdco LLC, a Delaware limited liability company (“QES Holdco”), Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”), Geveran Investments Limited, a limited company registered in Cyprus (“Fredriksen Investor”), and Robertson QES Investment LLC, a Delaware limited liability company (“Robertson Investor” and, together with Archer Holdco and the Fredriksen Investor, the “Investors” and each individually, an “Investor”).
FORM OF SECOND AMENDED AND RESTATED EQUITY RIGHTS AGREEMENTEquity Rights Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Delaware
This Second Amended and Restated Equity Rights Agreement (this “Agreement”) is made and entered into on , 2017, by and among Quintana Energy Services Inc. (the “Company”), Quintana Energy Partners, L.P., a Cayman Islands limited partnership (“QES Fund”), Quintana Energy Fund—FI, LP, a Cayman Islands limited partnership (“FI Fund”), Quintana Energy Fund—TE, LP, a Cayman Islands limited partnership (“TE Fund,” and together with QES Fund and FI Fund, the “Quintana Funds”), Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”), Geveran Blocker, LLC, a Delaware limited liability company (“Geveran”), and Robertson QES Investment LLC, a Delaware limited liability company (the “Robertson Investor” and, together with the Company, the Quintana Funds, Archer Holdco and Geveran, the “Parties”).
SECOND LIEN CREDIT AGREEMENT Dated as of December 19, 2016 among QUINTANA ENERGY SERVICES LP, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and CORTLAND CAPITAL...Pledge Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Second Lien Credit Agreement dated as of December 19, 2016 is among Quintana Energy Services LP, a Delaware limited partnership (the “Borrower”), the Guarantors, the Lenders, and Cortland Capital Market Services LLC (“Cortland”), as Administrative Agent for the Lenders.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Second Amendment to Credit Agreement (this “Amendment”) dated as of December 31, 2015 (the “Effective Date”) is by and among Quintana Energy Services LP, a Delaware limited partnership (the “Borrower”), certain subsidiaries of the Borrower (the “Guarantors”), the Lenders (as defined below) party hereto, and Amegy Bank National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, the “Issuing Bank”) and as swing line lender (in such capacity, the “Swing Line Lender”).
QUINTANA ENERGY SERVICES LP WARRANT AGREEMENTWarrant Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Warrant Agreement dated as of December 16, 2016 (this “Agreement”) is entered into by and among Quintana Energy Services LP, a Delaware limited partnership (“QES”), and the purchasers party hereto (each, a “Purchaser” and collectively, the “Purchasers”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Warrant Purchase Agreement (as hereinafter defined).
PLEDGE AGREEMENTPledge Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Pledge Agreement, dated as of December 19, 2016 (this “Pledge Agreement”), is among Quintana Energy Services LP, a Delaware limited partnership (together with its permitted successors and assigns, the “Borrower”), certain Subsidiaries of the Borrower party hereto (each such Subsidiary, a “Guarantor” and collectively, the “Guarantors”, and together with the Borrower, each a “Pledgor” and collectively, the “Pledgors”), and Cortland Capital Market Services LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”)] for the Secured Parties (as defined in the Credit Agreement referred to below).
ASSIGNMENT, RELEASE, CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Assignment, Release, Consent and First Amendment to Credit Agreement (this “Amendment”) dated as of January 9, 2015 (the “Effective Date”) is by and among QES Holdco LLC, a Delaware limited liability company (the “Initial Borrower”), Quintana Energy Services LP, a Delaware limited partnership (the “New Borrower”), certain subsidiaries of the Initial Borrower (the “Guarantors”), the Lenders (as defined below) party hereto, and Amegy Bank National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, the “Issuing Bank”) and as swing line lender (in such capacity, the “Swing Line Lender”).
FORM OF PHANTOM UNIT AGREEMENTForm of Phantom Unit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Phantom Unit Agreement (this “Agreement”) is made as of (the “Grant Date”) between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
FORM OF PHANTOM UNIT AGREEMENT (Corporate Executives)Form of Phantom Unit Agreement • August 9th, 2017 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas
This Phantom Unit Agreement (this “Agreement”) is made as of (the “Grant Date”) between Quintana Energy Services Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
