Financial
Institutions
131
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
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
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
recitals shall have the respective meanings set forth for such terms in Section
1.1 hereof;
WHEREAS, the Borrower has requested that, immediately upon the satisfaction in
full (or waiver) of the applicable conditions precedent set forth in Section 9.1
below, the Lenders and Letter of Credit Issuers extend credit to the Borrower in
the form of an asset-based revolving credit facility in an initial aggregate
principal amount of $150,000,000 of Revolving Credit Commitments (the "Revolving
Credit Facility");
WHEREAS, the Lenders have indicated their willingness to extend such credit and
the Letter of Credit Issuers have indicated their willingness to issue Letters
of Credit, in each case on the terms and subject to the conditions set forth
below;
WHEREAS, in connection with the foregoing and as an inducement for the Lenders
and the Letter of Credit Issuers to extend the credit contemplated hereunder,
the Borrower has agreed to secure all of its Obligations by granting to the
Collateral Agent, for the benefit of the Secured Parties, a first priority lien
(such priority subject to certain Liens permitted hereunder) on substantially
all of its assets (except as otherwise set forth in the definition of
"Collateral and Guarantee Requirement" or in the Loan Documents), including a