Restrictions on Actions by Lenders; Sharing of Payments
119
13.12
Agency for Perfection
120
13.13
Payments by Agent to Lenders
120
13.14
Settlement
121
13.15
Letters of Credit; Intra-Lender Issues
122
13.16
Concerning the Collateral and the Related Loan Documents
124
13.17
Field Examination; Disclaimer by Lenders
124
13.18
Relation Among Lenders
125
13.19
Arrangers; Co-Syndication Agents; Co-Documentation Agents
125
13.20
The Register
125
13.21
Secured Cash Management Agreements and Secured Hedge Agreements
126
13.22
Withholding Taxes
126
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Page
ARTICLE XIV
MISCELLANEOUS
14.1
No Waivers; Cumulative Remedies
126
14.2
Severability
127
14.3
Governing Law; Choice of Forum; Service of Process
127
14.4
WAIVER OF JURY TRIAL
127
14.5
Survival of Representations and Warranties
127
14.6
Other Security and Guarantees
128
14.7
Fees and Expenses
128
14.8
Notices
128
14.9
Binding Effect
129
14.10
Indemnity of the Agent, the Collateral Agent and the Lenders
129
14.11
Limitation of Liability
129
14.12
Final Agreement
130
14.13
Counterparts; Facsimile Signatures
130
14.14
Captions
130
14.15
Right of Setoff
130
14.16
Confidentiality
130
14.17
Conflicts with Other Loan Documents
131
14.18
No Fiduciary Relationship
131
14.19
Judgment Currency
131
14.20
USA PATRIOT Act
132
14.21
Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
132
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT B
FORM OF NOTICE OF BORROWING
EXHIBIT C
FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
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Page
EXHIBIT F
PERFECTION CERTIFICATE
EXHIBIT G
FORM OF SOLVENCY CERTIFICATE
EXHIBIT H
FORM OF CLOSING CERTIFICATE
EXHIBIT I
[Reserved]
EXHIBIT J-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT J-2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT J-3
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT J-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT K
FORM OF REVOLVING NOTE
EXHIBIT L
FORM OF INTERCREDITOR AGREEMENT
SCHEDULE 1.1
LENDERS' COMMITMENTS
SCHEDULE 1.2
GUARANTORS
SCHEDULE 1.4
UNRESTRICTED SUBSIDIARIES
SCHEDULE 1.5
CLOSING DATE SECURITY DOCUMENTS
SCHEDULE 1.6
INVESTORS
SCHEDULE 6.4
COLLATERAL REPORTING
SCHEDULE 7.4
SUBSIDIARIES
SCHEDULE 7.9
LITIGATION
SCHEDULE 7.11
ENVIRONMENTAL LAW
SCHEDULE 7.15
TAXES
SCHEDULE 8.11
PERMITTED INVESTMENTS
SCHEDULE 8.12
DEBT
SCHEDULE 8.14
AFFILIATE TRANSACTIONS
SCHEDULE 8.16
LIENS
SCHEDULE 8.23
DEPOSIT ACCOUNTS
SCHEDULE 8.29
CERTAIN POST-CLOSING OBLIGATIONS
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CREDIT AGREEMENT
CREDIT AGREEMENT, dated as of March 22, 2017, among PROPETRO HOLDING CORP., a
Delaware corporation ("Holdings," as hereinafter further defined), PROPETRO
SERVICES, INC., a Texas corporation (the "Borrower," as hereinafter further
defined) and the Lenders (as hereinafter defined) and Letter of Credit Issuers
(as hereinafter defined) from time to time party hereto and BARCLAYS BANK PLC,
as the Agent, the Collateral Agent and the Swingline Lender.
RECITALS:
WHEREAS, capitalized terms used and not defined in the preamble and these