Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - Forbes Energy Services Ltd. | ex322201910k.htm |
| 10-K - 10-K - Forbes Energy Services Ltd. | a10k2019.htm |
| EX-32.1 - EXHIBIT 32.1 - Forbes Energy Services Ltd. | ex321201910k.htm |
| EX-31.2 - EXHIBIT 31.2 - Forbes Energy Services Ltd. | ex312201910k.htm |
| EX-31.1 - EXHIBIT 31.1 - Forbes Energy Services Ltd. | ex311201910k.htm |
| EX-23.1 - EXHIBIT 23.1 - Forbes Energy Services Ltd. | ex231201910k.htm |
| EX-21.1 - EXHIBIT 21.1 - Forbes Energy Services Ltd. | ex211201910k.htm |
| EX-10.21 - EXHIBIT 10.21 - Forbes Energy Services Ltd. | ex1021201910k.htm |
| EX-10.20 - EXHIBIT 10.20 - Forbes Energy Services Ltd. | ex1020201910k.htm |
| EX-10.19 - EXHIBIT 10.19 - Forbes Energy Services Ltd. | ex1019201910k.htm |
| EX-10.18 - EXHIBIT 10.18 - Forbes Energy Services Ltd. | ex1018201910k.htm |
| EX-4.3 - EXHIBIT 4.3 - Forbes Energy Services Ltd. | ex43201910k.htm |
Exhibit 10.22
EXECUTION VERSION
AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, dated as of March 23, 2020 (this “Amendment”), is by and among Forbes Energy Services LLC, a Delaware limited liability company (the “Borrower”), the Guarantors listed on the signature pages hereto, the Lenders party hereto, and Wilmington Trust, National Association, as agent for the Secured Parties under the Loan Agreement (as defined below) (the “Agent”).
W I T N E S S E T H :
WHEREAS, the Borrower, the Guarantors (together with the Borrower, the “Loan Parties”), the Lenders and the Agent are parties to financing arrangements pursuant to which the Lenders have made and may make loans and advances and provide other financial accommodations to the Borrower as set forth in the Loan and Security Agreement, dated as of April 13, 2017, by and among the Loan Parties, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the “Loan Agreement”);
WHEREAS, subject to the conditions set forth herein, the Lenders party hereto, constituting the Required Lenders, are willing to consent to the amendments to the Loan Agreement set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Definitions. Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Loan Agreement shall be applied herein as defined or established therein.
2.Amendments to Loan Agreement.
(a) Section 1.02 of the Loan Agreement is hereby amended by adding the following definitions:
“March 2020 Revolving Loan Amendment” shall mean the Third Amendment and Temporary Limited Waiver to Credit Agreement, dated as of the March 2020 Revolving Loan Amendment Effective Date, by and among the Borrower, as a borrower, the other borrowers party thereto, the lenders party thereto and the Revolving Loan Agent.
“March 2020 Revolving Loan Amendment Effective Date” shall mean March 20, 2020.
“March 2020 Revolving Loan Temporary Waiver” shall mean the waiver of the requirement under the Revolving Loan Agreement that the audit opinion of Parent’s independent certified public accounts delivered in connection with the audited financial statements for the fiscal year ended December 31, 2019 be unqualified.
“March 2020 Revolving Loan Temporary Waiver Period” shall mean the period commencing on the March 2020 Revolving Loan Amendment Effective Date through and including June 30, 2020.
(b) Section 10.08 of the Loan Agreement is hereby amended and restated in its entirety as follows:
Any default under any documents, instruments or agreements to which any Loan Party or any Subsidiary of any Loan Party is a party or by which any of its properties is bound, relating to any Indebtedness (other than the Obligations) individually or in aggregate in excess of $500,000, which default continues for more than the applicable cure period, if any, with respect thereto; provided that, notwithstanding the foregoing, no Event of Default shall occur under this Section 10.08 as a result of a default under the Revolving Loan Agreement due to the expiration of the March 2020 Revolving Loan Temporary Waiver after the end of the March 2020 Revolving Loan Temporary Waiver Period;
3.Representations and Warranties. Each Loan Party represents and warrants to the Agent and the Lenders party hereto as follows:
(a) this Amendment has been duly executed and delivered by each Loan Party, and is a legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and
(b) the execution, delivery and performance of this Amendment and the transactions contemplated hereunder (i) are all within each Loan Party’s limited liability company or corporate powers, as applicable, (ii) have been duly authorized by such Loan Party, (iii) are not in contravention of law or the terms of such Loan Party’s certificate of formation, limited liability company agreement, certificate of incorporation, by-laws or other applicable constituent documents or of any material agreement or undertaking to which such Loan Party is a party or by which such Loan Party is bound and (iv) will not materially conflict with nor result in any material breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party under the provisions of any agreement or instrument to which such Loan Party or its property is a party or by which it may be bound.
4.Acknowledgments by Guarantors. Each Guarantor hereby expressly and specifically ratifies, restates and confirms the terms and conditions of the Guarantee in favor of the Agent and Lenders and its liability for all of the obligations under the Guarantee by such Guarantor, and all other obligations, liabilities, agreements and covenants thereunder. Each Guarantor, by its signature below, hereby acknowledges, confirms and agrees that the Guarantee executed by the Guarantors, guaranteeing the payment and performance of the Borrower as set forth in the Guarantee and all other obligations, liabilities, agreements and covenants thereunder, is in full force and effect as of the Amendment Effective Date.
5.Conditions Precedent. This Amendment shall be effective upon the satisfaction of each of the following conditions precedent on the date hereof (the “Amendment Effective Date”):
(a) Amendment. The Agent shall have received this Amendment duly executed and delivered by an authorized officer of each of the parties hereto;
(b) Expenses. The Agent shall have received all reimbursable expenses of the Agent (including fees, disbursements and expenses of its counsel) invoiced to date in accordance with the Loan Agreement;
(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Agreement and any Other Document to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Loan Agreement or any Other Document shall be true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) on and as of such date as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) on and as of such earlier date); and
(d) No Default. No Event of Default or Default shall have occurred and be continuing on the Amendment Effective Date, or would exist after giving effect to the transactions described in this Amendment on the Amendment Effective Date.
6.General.
(a)Effect of this Amendment. Except as expressly provided herein, no other consents, waivers, changes or modifications to the Loan Agreement or any Other Documents (together, the “Loan Documents”) are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof. To the extent of conflict between the terms of this Amendment and the other Loan Documents, the terms of this Amendment shall control. The Loan Agreement shall be read and construed as one agreement with this Amendment.
(b)Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York, without regard to conflicts of laws principles.
(c)Binding Effect. This Amendment shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto.
(d)Counterparts, etc. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or email transmission shall be deemed to be an original signature hereto.
(e)Direction. The Lenders party hereto, constituting the Required Lenders, hereby direct the Agent to execute and deliver this Amendment, and, by their execution below, each of the undersigned Lenders agrees to be bound by the terms and conditions of this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their authorized officers as of the day and year first above written.
BORROWER | |
FORBES ENERGY SERVICES LLC By:/s/ L. Melvin Cooper_______________ Name: L. Melvin Cooper Title: Senior Vice President, Chief Financial Officer and Assistant Secretary | |
GUARANTORS FORBES ENERGY SERVICES LTD. By:/s/ L. Melvin Cooper_______________ Name: L. Melvin Cooper Title: Senior Vice President, Chief Financial Officer and Assistant Secretary C.C. FORBES, LLC By:/s/ L. Melvin Cooper_______________ Name: L. Melvin Cooper Title: Senior Vice President, Chief Financial Officer and Assistant Secretary TX ENERGY SERVICES, LLC By:/s/ L. Melvin Cooper_______________ Name: L. Melvin Cooper Title: Senior Vice President, Chief Financial Officer and Assistant Secretary FORBES ENERGY INTERNATIONAL, LLC By:/s/ L. Melvin Cooper_______________ Name: L. Melvin Cooper Title: Senior Vice President, Chief Financial Officer and Assistant Secretary CRETIC ENERGY SERVICES, LLC By:/s/ L. Melvin Cooper_______________ Name: L. Melvin Cooper Title: Senior Vice President, Chief Financial Officer and Assistant Secretary | |
ADMINISTRATIVE AGENT WILMINGTON TRUST, NATIONAL ASSOCIATION By:/s/ David Bergstrom_____________________ Name: David Bergstrom Title: Vice President | |
,
LENDERS ASCRIBE III INVESTMENTS LLC By:/S/ Lawrence First_________________ Name: Lawrence First Title: Managing Director | |
LENDERS SOLACE FORBES HOLDINGS LLC By: Solace Capital Partners LP By:/s/ Naeem Arastu____________ Name: Naeem Arastu Title: Managing Director | |