Nine Energy Service - Chapter 11 DIP Terms

Nine Energy Service obtained final approval for a $125 million White Oak-led super-priority DIP revolving facility that refinances approximately $66.9 million in prepetition ABL obligations while remaining structurally subordinated to $319.5 million in prepetition senior secured notes on non-ABL priority collateral, with adequate protection to noteholders including superpriority claims for diminution in value and payment of Ad Hoc Group professional fees.

DIP Terms

Borrower(s) / Guarantor(s)

Nine Energy Service, Inc., Nine Energy Canada Inc., CDK Perforating, LLC, Crest Pumping Technologies, LLC, RedZone Coil Tubing, LLC, and Nine Downhole Technologies, LLC, as Borrowers
All subsidiaries of Nine Energy Service, Inc. (other than (a) the Borrowers, (b) Nine Downhole Norway AS, and (c) Frac Technology AS), as Guarantors

Agent / Lender(s)

White Oak Commercial Finance, LLC, as Administrative, Collateral, and DIP Agent (also Prepetition ABL Agent)
Lenders party thereto from time to time, as DIP Lenders

DIP Commitments

$125 million senior secured super-priority revolving credit facility
- Deemed refinancing in full of the Prepetition ABL Secured Obligations under the Prepetition ABL Loan Documents, including deeming all outstanding letters of credit issued under the Prepetition ABL Credit Agreement as being issued under the DIP Facility
- As of the Petition Date, Prepetition ABL Loan Parties were indebted to Prepetition ABL Secured Parties in the aggregate amount of approximately $66,850,159.07 in outstanding principal plus $2.5 million in respect of the Prepetition ABL Credit Agreement Premium, and $1,661,064.66 in maximum aggregate amounts available to be drawn under outstanding Prepetition ABL Letters of Credit
- As of the Petition Date, Prepetition Senior Secured Notes Loan Parties were indebted to Prepetition Senior Secured Notes Secured Parties in the aggregate amount of not less than $319.5 million on account of principal amounts outstanding under the Prepetition Senior Secured Notes

Cash Collateral

Any and all of the DIP Loan Parties' cash, whether existing on the Petition Date or thereafter, wherever located (including all cash, cash equivalents and other amounts on deposit or maintained by the DIP Loan Parties in any accounts with any depositary institution), whether as original Prepetition Collateral, arising from the sale or other disposition of Prepetition Collateral, or proceeds of other Prepetition Collateral, or cash, rents, income, offspring, products, proceeds or profits generated from the Prepetition Collateral
The Debtors are authorized to use the proceeds of DIP Loans and all Cash Collateral solely to the extent permitted under the Approved Budget (subject to Permitted Variances) and subject to the terms and conditions set forth in the DIP Documents and the Final Order

Fees

Fees, premiums or other payments payable under the DIP Documents (including under the DIP Credit Agreement and the Fee Letter), and in any separate letter agreements between any of the DIP Loan Parties and the DIP Agent and/or DIP Lenders, including put option premiums, "seasoning" fees, commitment payments, unused facility payments, early termination, prepayment or exit payments, fees of the DIP Agent, or other amounts referred to therein
Reasonable and documented fees and expenses of:
- Paul Hastings LLP, as counsel to the DIP Agent and the DIP Lenders
- Blake, Cassels & Graydon LLP, as Canadian counsel to the DIP Agent
- Any other accountants, consultants, attorneys, advisors, appraisers, or other professionals that may be retained by the DIP Agent and DIP Lenders with the consent of the Borrower, such consent not to be unreasonably withheld or delayed
- Subject to the Approved Budget, reasonable and documented fees and expenses of foreign local counsel to the Debtors for their assistance in preparation of the DIP Documents in accordance with any applicable engagement letters

Maturity

The occurrence of any of the following shall constitute a DIP Termination Event:
- The occurrence of an Event of Default under the DIP Credit Agreement
- The occurrence of the Maturity Date under the DIP Credit Agreement
- The effective date of a chapter 11 plan of any of the Debtors
- Any Debtor seeks or the Court enters an order authorizing any amendment, modification, or extension of the Final Order or DIP Documents without prior written consent of the Required DIP Lenders
- Failure of the Debtors to make any payment required under the Final Order or DIP Documents as and when due
- Failure by any Debtor to timely perform or comply with any other terms, provisions, conditions, or obligations under the Final Order

The DIP Obligations shall be due and payable, without notice or demand, and the use of Cash Collateral shall automatically cease, on the DIP Termination Date

Carve Out

All fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate
All reasonable fees and expenses up to $100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code
To the extent allowed at any time, all unpaid Allowed Professional Fees incurred by Debtor Professionals and Committee Professionals at any time before or on the first business day following the date of delivery by the DIP Agent of a Carve Out Trigger Notice (and in the case of the Committee Professionals, if any, not to exceed the aggregate amounts set forth for the Committee Professionals in the Approved DIP Budget)
Post-Carve Out Trigger Notice Cap: $1,000,000

Use of Proceeds

General corporate and working capital purposes of the Debtors
Pay costs of administration of the Chapter 11 Cases, including bankruptcy-related costs and expenses
Costs and expenses related to the DIP Facility
Consummate the ABL Refinancing in accordance with the Prepetition ABL Refinancing Documents
Pay adequate protection payments
Fund the Carve Out
Pay professional fees and expenses in accordance with the Final Order

Credit Bid

The DIP Agent or its designees (which may be an acquisition vehicle formed by the Required DIP Lenders), acting at the direction of the Required DIP Lenders, shall have the right to credit bid up to the full amount of the applicable DIP Obligations in any sale of all or any portion of DIP Collateral
Subject to section 363(k) of the Bankruptcy Code, each of the Prepetition Agents or its/their designee(s) (which may be an acquisition vehicle), in each case acting at the direction of the requisite Prepetition Secured Parties under the applicable Prepetition Loan Documents, shall have the right to credit bid up to the full amount of the applicable Prepetition Secured Obligations in any sale of all or any portion of the Prepetition Collateral in accordance with the applicable Prepetition Loan Documents (subject to the Intercreditor Agreements, as applicable)
The DIP Agent (acting at the direction of the Required DIP Lenders) and each of the Prepetition Agents (acting at the direction of the requisite Prepetition Secured Parties under the applicable Prepetition Loan Documents) shall each have the absolute right to assign, transfer, sell, or otherwise dispose of their respective rights to credit bid to any acquisition vehicle formed in connection with such bid or other designee

Avoidance Actions

Upon entry of the final order, the DIP Collateral includes all proceeds of and property that is recovered from or becomes unencumbered as a result of, whether by judgment, settlement or otherwise, Avoidance Actions
The DIP Liens shall be valid, binding, continuing, enforceable, non-avoidable, fully and automatically perfected first priority liens and security interests in all DIP Collateral that is not subject to Permitted Prior Liens, including Avoidance Action Proceeds

Challenge Period and Budget

The Challenge Deadline is the earlier of:
- The deadline set by the Court for the filing of objections to confirmation of any chapter 11 plan of reorganization in these bankruptcy cases
- As to the Official Committee (if appointed), 60 days from the date of the formation of the Official Committee
- As to any other party-in-interest, 60 calendar days after the entry of the Final Order
The Challenge Deadline may be extended by the Court for good cause shown pursuant to an application filed and served by a party in interest prior to the expiration of the Challenge Deadline
If these chapter 11 cases are converted to chapter 7, or a chapter 7 or chapter 11 trustee is appointed or elected prior to the expiration of the Challenge Deadline, the Challenge Deadline shall be extended for a period of 60 days from the date of such appointment or election solely with respect to any such trustee
No more than $75,000 of the DIP Collateral, Prepetition Collateral, DIP Loans, Cash Collateral, or proceeds of any of the foregoing or any other funds may be used for allowed fees and expenses incurred by any Official Committee prior to the Challenge Deadline to investigate (but not to litigate, contest, initiate, assert, join, commence, support or prosecute any claim, Cause of Action or Challenge) the validity, enforceability, extent, perfection or priority of the Prepetition Liens, the Prepetition Secured Obligations, and the Prepetition Loan Documents

Securities and Priorities

Subject and subordinate to the Carve Out, the DIP Obligations shall constitute allowed superpriority administrative expense claims against each of the Debtors in each of the Chapter 11 Cases and any Successor Cases with priority over any and all other administrative expense claims and all other claims against the Debtors, now existing or hereafter arising, of any kind or nature whatsoever
The DIP Superpriority Claims shall be payable by each of the Debtors, on a joint and several basis, and shall have recourse to all DIP Collateral, subject only to the Carve Out
Effective upon entry of the Interim Order, the DIP Agent, for the benefit of itself and the other DIP Secured Parties, was granted valid, binding, enforceable, non-avoidable, and automatically and properly perfected liens and security interests in all DIP Collateral, subject and subordinate to the Carve Out, and subject to the relative priorities set forth in the Final Order
The DIP Liens have the following ranking and priorities (subject in all cases to the Carve Out):
- First priority liens on all DIP Collateral that is not subject to Permitted Prior Liens, including Avoidance Action Proceeds
- Valid, binding, continuing, enforceable, non-avoidable, fully and automatically perfected liens and security interests in all other DIP Collateral, which DIP Liens shall be:
  - Subject and subordinate to (1) Permitted Prior Liens, (2) solely with respect to ABL Priority Collateral and DIP Collateral of a type that would otherwise constitute ABL Priority Collateral, the ABL Adequate Protection Liens (until the ABL Refinancing Effective Date) and the Prepetition ABL Liens (until the ABL Refinancing Effective Date), and (3) solely with respect to Notes Priority Collateral and DIP Collateral of a type that would otherwise constitute Notes Priority Collateral, the Prepetition Senior Secured Notes Liens and the Senior Secured Notes Adequate Protection Liens
  - Subject to the DIP Intercreditor Agreement
  - Senior to any and all other liens and security interests in the DIP Collateral

Adequate Protection

Prepetition ABL Secured Parties

Upon the ABL Refinancing Effective Date, which occurred on or about February 3, 2026, the ABL Adequate Protection Claims, ABL Adequate Protection Liens, and the other adequate protection granted to the Prepetition ABL Secured Parties under the Interim Order were automatically released and terminated

Prepetition Senior Secured Notes Secured Parties

Senior Secured Notes Adequate Protection Claims: Superpriority administrative expense claims against each of the DIP Loan Parties in each of their respective Chapter 11 Cases and any Successor Cases to the extent and in the amount of any Diminution in Value of the Prepetition Senior Secured Notes Liens in the Prepetition Senior Secured Notes Collateral (including Cash Collateral)
- Subject and subordinate to the Carve Out, the DIP Superpriority Claims, and the ABL Adequate Protection Claims
- Subject to the DIP Intercreditor Agreement
- Senior to any and all other administrative expense claims and all other claims against the DIP Loan Parties and their estates, now existing or hereafter arising, of any kind or nature
Senior Secured Notes Adequate Protection Liens: Valid, binding, enforceable and perfected post-petition liens on and security interests in all DIP Collateral, effective and automatically perfected as of the Petition Date, to the extent and in the amount of any Diminution in Value of the Prepetition Senior Secured Notes Liens in the Prepetition Senior Secured Notes Collateral
- Subject to the Carve Out, Permitted Prior Liens, and the DIP Liens, and with respect to ABL Priority Collateral, to the DIP Liens, ABL Adequate Protection Liens and the Prepetition ABL Liens
- Senior to any and all other liens and security interests in the DIP Collateral
Payment of reasonable and documented out-of-pocket fees, costs and expenses of:
- The Prepetition Senior Secured Notes Trustee, including reasonable and documented fees and expenses of counsel to the Prepetition Senior Secured Notes Trustee and a single firm as local counsel to the Prepetition Senior Secured Notes Trustee
- The ad hoc group of certain Prepetition Senior Secured Noteholders, including reasonable and documented fees and expenses of Milbank LLP (as counsel), Houlihan Lokey Capital, Inc. (as investment banker), Porter Hedges, LLP (as local counsel), and any other counsel or advisor engaged by the Ad Hoc Group in its reasonable discretion, including any local counsel, board search consultant, or operational or industry advisors
Financial reporting: The Debtors shall provide the Prepetition Senior Secured Notes Trustee and the Ad Hoc Group Advisors with all reports, documents and other information required to be delivered to the DIP Secured Parties under the DIP Loan Documents and the Final Order contemporaneously with the delivery of such information to the DIP Secured Parties

Waivers

Section 506(c): The DIP Loan Parties have waived their right to surcharge any costs or expenses incurred in connection with the preservation, protection or enhancement of, or realization by the DIP Secured Parties or the Prepetition Secured Parties upon, the DIP Collateral or the Prepetition Collateral. No costs or expenses of administration of the Chapter 11 Cases or any Successor Cases shall be charged against or recovered from the DIP Collateral as to DIP Secured Parties or the Prepetition Collateral as to the Prepetition Secured Parties, whether pursuant to section 506(c) of the Bankruptcy Code, any other legal or equitable doctrine or otherwise, without the prior written consent of the Required DIP Lenders with respect to the DIP Collateral or the requisite Prepetition Secured Parties under the applicable Prepetition Loan Documents with respect to the Prepetition Collateral
Section 552(b): Each of the Prepetition Secured Parties shall be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, and in no event shall the "equities of the case" exception in section 552(b) of the Bankruptcy Code apply to the Prepetition Secured Parties or the Prepetition Collateral
Marshaling: The DIP Secured Parties and the Prepetition Secured Parties shall not be subject to the equitable doctrine of "marshaling" or any similar doctrine with respect to the DIP Collateral or the Prepetition Collateral. All proceeds of the DIP Collateral and the Prepetition Collateral shall be received and applied in accordance with the Final Order, the DIP Documents, the DIP Intercreditor Agreement, and the Prepetition Loan Documents

Permitted Variance

All proceeds of the DIP Loans and all Cash Collateral shall be used and/or applied solely for the purposes expressly permitted in the Approved Budget (subject to Permitted Variances)
The Debtors are authorized to use the proceeds of DIP Loans and all Cash Collateral solely to the extent permitted under the Approved Budget (subject to Permitted Variances) and subject to the terms and conditions set forth in the DIP Documents and the Final Order