Amendment and Extension of Forbearance Period Under Second Forbearance Agreement between C&J Energy Services Ltd. and Lenders
This agreement, dated July 15, 2016, is between C&J Energy Services Ltd. and its affiliates, and Cortland Capital Market Services LLC (as Agent) and the required lenders. It amends the Second Forbearance Agreement by extending the forbearance period's end date from July 17, 2016, to July 20, 2016, unless a forbearance termination event occurs earlier. All other terms of the original forbearance agreements remain unchanged. The agreement is effective upon execution by the parties.
Exhibit 10.2
July 15, 2016
FROM: The Agent and the Required Lenders
TO: | C&J Energy Services Ltd. and the undersigned Loan Parties |
3990 Rogerdale
Houston, TX 77042
Attn: Danielle Hunter
Re: | Amendment and Extension of Forbearance Period Under Second Forbearance |
Ladies and Gentlemen:
This letter agreement (this Agreement) is made with respect to that certain Second Forbearance Agreement, dated as of June 30, 2016, entered into by and between C&J Energy Services Ltd. (Parent), CJ Lux Holdings S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, rue Edward Steichen, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857 (Luxembourg Borrower), CJ Holding Co. (U.S. Borrower and, together with Parent and Luxembourg Borrower, the Borrowers), certain other Loan Parties identified on the signature pages thereto, Cortland Capital Market Services LLC, in its capacity as successor Administrative Agent to Bank of America, N.A. under the Credit Agreement (as defined herein) (in such capacity, the Agent) and the lenders appearing on the signature pages thereto (as amended, modified, supplemented or replaced from time to time, the Second Forbearance).1
Pursuant to Section 3(b) of the Second Forbearance, the Forbearance Period shall terminate immediately and automatically upon the earliest to occur of (i) July 17, 2016, at 11:59 p.m. New York time and (ii) the occurrence of a Forbearance Termination Event.
The Loan Parties, the Agent and the Required Lenders desire to enter into this Agreement to extend the date by which the Forbearance Period shall terminate to the earliest of (i) July 20, 2016 at 11:59 p.m. New York time and (ii) the occurrence of a Forbearance Termination Event.
Now, therefore, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree that Section 3(b) of the Second Forbearance shall be amended to replace the words July 17, 2016, at 11:59 p.m. New York time with July 20, 2016 at 11:59 p.m. New York time.
Except as otherwise provided herein, all of the terms of the First Limited Waiver, First Forbearance and Second Forbearance shall continue in full force and effect. This Agreement shall be deemed to be a Loan Document.
1 | Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed thereto in the Second Forbearance. |
This Agreement may be executed in multiple counterparts. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.
Please acknowledge your agreement with the terms hereof by executing this Agreement in the spaces provided below.
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Very truly yours, | ||
CORTLAND CAPITAL MARKET SERVICES LLC, as Agent and on behalf of the Consenting Lenders | ||
By: | /s/ Polina Arsentyeva | |
Name: | Polina Arsentyeva | |
Title: | Associate Counsel |
Acknowledged and Agreed: | ||||
C&J ENERGY PRODUCTION SERVICES-CANADA LTD. (formerly Nabors Production Services Ltd.) | ||||
C&J ENERGY SERVICES LTD. | ||||
C&J ENERGY SERVICES, INC. | ||||
C&J SPEC-RENT SERVICES, INC. | ||||
C&J WELL SERVICES, INC. (formerly Nabors Completion & Production Services Co.) | ||||
CJ HOLDING CO. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Executive Vice President, General Counsel, Chief Risk Officer | |||
BLUE RIBBON TECHNOLOGY, INC. | ||||
C&J VLC, LLC | ||||
KVS TRANSPORTATION, INC. | ||||
MOBILE DATA TECHNOLOGIES LTD. | ||||
TOTAL E&S, INC. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Executive Vice President, General Counsel, Chief Risk Officer | |||
ESP COMPLETION TECHNOLOGIES LLC | ||||
TELLUS OILFIELD INC. | ||||
TIGER CASED HOLE SERVICES, INC. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Executive Vice President, General Counsel, Chief Risk Officer |
C&J CORPORATE SERVICES (BERMUDA) LTD. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Director | |||
CJ LUX HOLDINGS S.À R.L. | ||||
PENNY GLOBAL HOLDINGS S.À R.L. | ||||
PENNY GLOBAL LEASING S.À R.L. | ||||
PENNY LUXEMBOURG FINANCING S.À R.L. | ||||
PENNY TECHNOLOGIES S.À R.L. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Type A Manager | |||
COPPER IRELAND FINANCING I LTD. | ||||
COPPER IRELAND FINANCING II LTD. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Director | |||
C&J INTERNATIONAL B.V. | ||||
By: | /s/ Danielle Hunter | |||
Name: | Danielle Hunter | |||
Title: | Managing Director A | |||
C&J INTERNATIONAL MIDDLE EAST FZCO | ||||
By: | /s/ Angus Fraser | |||
Name: | Angus Fraser | |||
Title: | General Manager |