Nine(US:NINE)2025-05-07 20:45Loan Agreement Terms - The Loan and Security Agreement is dated as of May 1, 2025, among multiple parties including White Oak Commercial Finance, LLC as Agent and Nine Energy Service, Inc. as the Company[8]. - The agreement incorporates various schedules and exhibits that are integral to its terms[8]. - The agreement includes provisions for Protective Advances and conditions for making loans and issuing letters of credit[9]. - The agreement outlines the conditions for repayments and prepayments of loans[9]. - Borrowers are required to pay all reasonable fees, costs, and expenses incurred by Agent and Lenders in connection with the preparation and execution of agreements related to the increase, as specified in Section 10.7[14]. Borrowing and Repayment Conditions - The Maximum Revolving Facility Amount may be increased to $175,000,000, with each Facility Increase being no less than $5,000,000[13]. - All Revolving Loans shall be made in and repayable in Dollars, and any repaid Revolving Loans may be reborrowed[12]. - The Borrowing Agent may request a Facility Increase after November 3, 2025, subject to certain conditions including no existing Default or Event of Default[13]. - Each Lender's Revolving Commitment will be increased consistent with its Pro Rata Share upon a Facility Increase[13]. - The outstanding balance of all Revolving Loans and Letter of Credit Liabilities will not exceed the lesser of the Maximum Revolving Facility Amount minus Reserves or the Borrowing Base[9]. - Borrowers must ensure that Excess Availability is no less than $25,000,000 after the issuance of Loans and Letters of Credit[1]. - Borrowers are required to prepay the unpaid principal balance of the Revolving Loans within three Business Days following any Prepayment Event[36]. - If the outstanding balance of Revolving Loans and Letter of Credit Liabilities exceeds the Line Cap, Borrowers must pay the excess within two Business Days[32]. - All remaining outstanding monetary Obligations must be paid in full on the Maturity Date[34]. - On the Maturity Date, Borrowers must provide cash collateral equal to 103% of the outstanding Letter of Credit Liabilities[34]. Fees and Payments - Borrowers must pay Letter of Credit Fees computed daily from the date of issuance until the last day a drawing is available, at a rate equal to the Applicable Margin for Revolving Loans based on the SOFR Index Rate[22]. - If Agent makes a payment to an LC Issuer, Borrowers must reimburse Agent by the end of the day of such payment or be deemed to have requested a Revolving Loan equal to the payment amount[24]. - Borrowers are required to deposit cash equal to 103% of the aggregate outstanding Letter of Credit Liabilities if they prepay in full or terminate the Revolving Commitments[27]. - Each Lender is deemed to have purchased an undivided interest in Agent's Support Agreement liabilities and Borrowers' Reimbursement Obligations with respect to each Supported Letter of Credit[28]. - Lenders must pay their Pro Rata Share of any payment made by Agent or an LC Issuer if Borrowers have not reimbursed in full, with interest accruing at the Federal Funds Rate for the first three days[29]. - The obligations of Borrowers to reimburse Agent and/or the applicable LC Issuer are absolute and unconditional, regardless of any claims or defenses[25]. Security Interests and Collateral - Each Loan Party grants Agent a continuing security interest in all property, including Accounts, Inventory, and Investment Property, to secure the full payment of Obligations[73]. - Loan Parties must deliver original documents for any Collateral valued over $1,500,000 to Agent within ten Business Days[75]. - Each Loan Party is required to execute any Additional Documents requested by Agent to create and perfect Liens in all assets[77]. - Agent is authorized to file financing statements listing Loan Parties as debtors and Agent as secured party[80]. - The security interest attaches upon the execution of the Agreement, ensuring that value has been given and rights in the Collateral exist[81]. Financial Covenants and Reporting - Each Loan Party has timely filed all tax returns and paid all applicable taxes, with no known assessments that could result in additional taxes due[130]. - All financial statements delivered by any Loan Party conform to GAAP and fairly reflect the financial condition of the Loan Parties[127]. - The fair saleable value of all assets of the Loan Parties exceeds their aggregate liabilities, indicating overall solvency[128]. - Each Loan Party must comply with ERISA and the Code regarding all Plans, ensuring no material liabilities are incurred[138]. - Annual financial statements must be audited and delivered within 90 days after the fiscal year-end, including balance sheets and income statements[146]. - Interim financial statements are to be provided within 30 days after each fiscal month, including comparative figures from the previous year[148]. - Monthly business projections must be submitted 30 days prior to the end of each fiscal year, detailing profit and loss, balance sheet, and cash flow projections[153]. Events of Default - The occurrence of any warranty, representation, or statement made to the Agent or any Lender that is untrue or misleading in any material respect constitutes an "Event of Default"[196]. - A Loan Party failing to pay any principal or interest payment when due, or any other monetary obligation within three business days of when due, is considered an Event of Default[196]. - If any Loan Party suffers final non-appealable judgments exceeding $1,000,000, it triggers an Event of Default if enforcement proceedings are commenced[197]. - A default with respect to any Indebtedness exceeding $5,000,000, if it consists of failure to pay when due, is classified as an Event of Default[197]. - The appointment of a receiver or similar official for any Loan Party, or its admission of inability to pay debts, constitutes an Event of Default[198]. - The commencement of an involuntary case against any Loan Party seeking liquidation or reorganization that remains undischarged for sixty days is an Event of Default[198]. - If any Loan Party makes payments on subordinated Indebtedness contrary to contractual provisions, it is an Event of Default[199]. - The actual or attempted revocation of any guaranty of the Obligations by any Loan Party is classified as an Event of Default[199]. - If any Lien created by a Loan Document ceases to be a valid perfected first priority Lien on material collateral, it constitutes an Event of Default[200]. - Any Loan Document ceasing to be in full force and effect, except by discharge or written agreement, is considered an Event of Default[200].