Deed of Amendment, dated December 20, 2024, among Helmerich & Payne, Inc., the Majority Sellers named therein, the Management Seller named therein, Ocorian Limited, HP Global Holdings Limited and KCA Deutag International Limited

EX-2.2 2 tm253345d1_ex2-2.htm EXHIBIT 2.2

 

Exhibit 2.2

 

THIS DEED of AMENDMENT is made on 20 December 2024

 

BETWEEN:

 

(1)THE PERSONS whose names and addresses are set out in Part 1 of Schedule 1 (the Majority Sellers) to that certain Sale and Purchase Agreement, by and among the parties hereto and the individual whose name and address is set out in Part 2 of Schedule 1 to the Purchase Agreement (the Management Seller), dated 25 July 2024 (the Purchase Agreement);

 

(2)OCORIAN LIMITED a private company limited by shares incorporated in Jersey (registered number 52417) whose registered office is at 26 New Street, St. Helier, JE2 3RA, Jersey in its capacity as trustee of the KCA Deutag Equity Plan Employee Trust (the Trustee, together with the Majority Sellers and the Management Seller, the Lead Sellers);

 

(3)HP GLOBAL HOLDINGS LIMITED a private company limited by shares incorporated in Jersey (registered number 155227) whose registered office is at 1 IFC, St Helier, Jersey, JE2 3BX (the Purchaser);

 

(4)HELMERICH & PAYNE, INC., a Delaware corporation whose principal office is at 1437 South Boulder Avenue, Suite 1400, Tulsa, OK 74119, United States of America (the Purchaser’s Guarantor); and

 

(5)solely for the purposes set forth in clause 18.5 of the Purchase Agreement, KCA Deutag International Limited, a private company limited by shares incorporated in Jersey (registered number 132385) whose registered office is 13-14 Esplanade, St Helier, JE1 0BF, Jersey (the Company).

 

BACKGROUND:

 

(A)Clause 18.10 of the Purchase Agreement provides that variations may be made to any provision of the Purchase Agreement if such amendment or variation is set out in writing, expressed to vary the Purchase Agreement and signed by authorised representatives of each of the parties.

 

(B)Pursuant to Clause 18.9 of the Purchase Agreement, the consent of the Management Seller is not necessary for the variations contemplated by this Deed of Amendment.

 

(C)Each of the parties now intends to vary certain provisions of the Purchase Agreement as follows.

 

IT IS AGREED as follows:

 

1.DEFINED TERMS

 

1.1Capitalised terms used herein that are not otherwise defined have the meanings set forth in the Purchase Agreement.

 

1.2This Deed of Amendment shall be deemed to be a Transaction Document and Clauses 14, 15, 18.4 and 18.13 of the Purchase Agreement shall be incorporated into this Deed of Amendment mutadis mutandis.

 

1 

 

 

2.Warranties OF THE PARTIES

 

2.1Each party hereto severally warrants as to itself only that: (i) it has the power and authority to execute and deliver this Deed of Amendment and to perform its obligations hereunder and has taken all action necessary to authorise such execution and delivery and the performance of such obligations; and (ii) this Deed of Amendment constitutes, legal, valid and binding obligations of such party in accordance with its terms.

 

3.financing

 

3.1Notwithstanding Clauses 5.13 and 5.14 of the Purchase Agreement, the Purchaser may elect to repay, cash collateralise, amend and/or keep in place any of the Existing Facilities. If the Purchaser elects to keep any of the Existing Facilities in place, the Debt Repayment Schedule shall be amended accordingly.

 

4.AMENDMENTS TO PURCHASE AGREEMENT

 

4.1Clause 6.1 of the Purchase Agreement is hereby amended and restated as follows:

 

“Completion shall take place on the later of (i) fifteen (15) Business Days after (and not including) the date on which the last of the Conditions (other than those Conditions that, by their terms, are to be satisfied immediately prior to Completion, but subject to the satisfaction or waiver of such Conditions) to be satisfied is satisfied or waived in accordance with subclause 4.2 and (ii) 15 January 2025 (or at such other place, at such other time and/or on such other date as the Seller Representatives and the Purchaser may agree in writing).”

 

4.2The lead-in sentence to Clause 6.2 of the Purchase Agreement is hereby amended and restated as follows:

 

“Not less than fourteen (14) Business Days prior to (and not including) the date of Completion, the Company shall deliver to the Purchaser a statement (the Completion Statement) containing:”

 

4.3Clause 15.3 of the Purchase Agreement is hereby amended and restated as follows:

 

“Notwithstanding subclause 15.1, any Seller may assign its right to its Relevant Release Proportion of the Tax Escrow Amount without the prior written consent of the Seller Representatives or the Purchaser so long as such assignee is either (a) a shareholder as of the date of this agreement, or (b) an institutional trading desk which will hold the right to any Seller’s Relevant Release Proportion solely for the purposes of facilitating transfers between shareholders as of the date of this agreement, with such intermediary entities only being permitted to assign to a shareholder as of the date of this agreement, and in each case agrees to be bound by the terms of subclause 11.3. Any assignment pursuant to this subclause 15.3 will not affect such assignor Seller’s rights or obligations under the remainder of this agreement or any Transaction Document and will have no effect on the outstanding binding obligations of any Seller under any Transaction Document.”

 

2 

 

 

4.4The definition of Escrow Account set forth on Schedule 6 (Interpretation) to the Purchase Agreement is hereby amended and restated as follows:

 

“Escrow Account means such payment agent bank account as notified by the Company to the Purchaser not less than fourteen (14) Business Days prior to Completion and which the Seller Representatives shall arrange on behalf of the Majority Sellers;”

 

4.5The definition of Escrow Sellers Representative(s) set forth on Schedule 11 (Tax Escrow) to the Purchase Agreement is hereby amended and restated as follows:

 

“Escrow Seller Representative(s) means the two Escrow Sellers (or an Affiliate of an Escrow Seller which is not itself an Escrow Seller) with that designation, one of which must be designated by each of the largest and the second largest (collective) institutional entitlement of the Escrow Sellers to the Tax Escrow Amount from time to time, such entitlement being measured by aggregating the Relevant Escrow Proportion of Escrow Sellers which are Affiliates of each other and/or form part of the same institutional organisation (without double counting), and the provisions of clause 20 of this agreement shall apply to such persons mutatis mutandis;”

 

4.6Schedule 11 (Tax Escrow) to the Purchase Agreement is hereby supplemented by inserting the following definition immediately following the definition of Escrow Agent:

 

“Escrow Agreement means the escrow agreement to be entered into between the Escrow Agent, the Escrow Seller Representatives and the Purchaser between the date of this Agreement and Completion memorialising the Escrow Agent’s rights and obligations in relation to the administration of the Tax Escrow Account in accordance with this Agreement, as may be novated from time to time pursuant to clause 1.31;”

 

4.7Schedule 11 (Tax Escrow) to the Purchase Agreement is hereby supplemented by inserting the following as a new Clause 1.31:

 

“Each Escrow Seller Representative shall be a party to the Escrow Agreement and any outgoing Escrow Seller Representative shall take all reasonable steps to novate the Escrow Agreement to the incoming Escrow Seller Representative as soon as reasonably practicable after it no longer qualifies as an Escrow Seller Representative, and the Purchaser and any current, former or incoming Escrow Seller Representative shall take all reasonable steps to facilitate such novation.”

 

4.8Schedule 11 (Tax Escrow) to the Purchase Agreement is hereby supplemented by inserting the following as a new Clause 1.32:

 

“If an Escrow Seller Representative is designated as such and is not itself an Escrow Seller, each Escrow Seller which is an Affiliate of such Escrow Seller Representative and/or forms part of the same institutional group shall procure that the Escrow Seller Representative complies with this Schedule 11, including the obligation to become a party to the Escrow Agreement pursuant to clause 1.31.”

 

5.General

 

5.1Other than as specifically set forth herein, all other terms and provisions of the Purchase Agreement shall remain unaffected by the terms of this Deed of Amendment, and shall continue in full force and effect. The Purchase Agreement and this Deed of Amendment shall be read and construed as one document and references in the Purchase Agreement to the “agreement” shall be to the Purchase Agreement as amended by this Deed of Amendment.

 

3 

 

 

5.2This Deed of Amendment may be executed in counterparts, which taken together shall constitute one and the same agreement, and any party (including any duly authorised representative of a party) may enter into this agreement by executing a counterpart. Electronic signatures and signatures delivered by email attachment shall be valid and binding to the same extent as original signatures.

 

5.3The Trustee is entering into this Deed of Amendment in its capacity as trustee of the KCA Deutag Equity Plan Employee Trust. Accordingly, notwithstanding anything to the contrary in this Deed of Amendment, and without prejudice to any provision of this Deed of Amendment which limits the liability of the Trustee to an extent greater than as provided by this clause, the liability of the Trustee shall be limited at all times to the net unencumbered assets of the KCA Deutag Equity Plan Employee Trust, which are in the Trustee’s possession or control from time to time, other than where such liabilities are attributable to fraud on the part of the Trustee.

 

5.4This Deed of Amendment and any non-contractual obligations arising out of or in connection with it shall be governed by, and interpreted in accordance with the law of England.

 

5.5All disputes arising out of or in connection with this Deed of Amendment (including a dispute relating to any non-contractual obligations arising out of or in connection with this Deed of Amendment or any other Transaction Document) shall be exclusively and definitively settled by arbitration pursuant to the LCIA Arbitration Rules, by three arbitrators appointed according to those rules. The arbitrators shall decide according to English law. The language of the arbitration shall be English. The place of arbitration shall be London. Nothing contained in this clause shall limit the right of any party to seek from any court of competent jurisdiction, pending appointment of an arbitral tribunal, interim relief in aid of arbitration or to protect or enforce its rights under this Deed of Amendment. Notwithstanding any contrary provision of the LCIA Arbitration Rules, the parties agree that no party may have recourse to any court of competent jurisdiction: (i) for determination by that court of any question of law arising in the course of the arbitration; or (ii) to appeal to that court on any question of law arising out of any award made in the arbitration.

 

5.6Each of the Purchaser and the Purchaser’s Guarantor irrevocably appoints Helmerich & Payne Technologies UK Limited of Spey House Dochfour Business Centre, Dochgarroch, Inverness, IV3 8GY, Scotland as its agent in the United Kingdom for service of process in the event that recourse is sought to the English courts in relation to any arbitral proceedings contemplated by clause ‎5.5. If such process agent ceases to be able to act as process agent or to have an address in the United Kingdom, the Purchaser’s Guarantor irrevocably agrees to appoint a new process agent in the United Kingdom and to inform the Lead Sellers in writing, as soon as reasonably practicable following the appointment of its new process agent.

 

5.7The language of this Deed of Amendment and the transactions envisaged by it is English and all notices, demands, requests, statements, certificates or other documents or communications must be in English unless otherwise agreed in writing by the Purchaser and Seller Representatives.

 

AS WITNESS this Deed of Amendment has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this Deed of Amendment.

 

4 

 

 

Signatories

 

EXECUTED as a deed by KCA DEUTAG
INTERNATIONAL LIMITED
 acting by Neil Gilchrist, a director
in the presence of:

)

)

)

)

 

s/Neil Gilchrist

 

Director

 

Witness's Signature

 

s/Alaina Ramsay

  
Name: Alaina Ramsay  
     
Address: KCA Deutag
Bankhead Drive
City South Office
Park, Aberdeen
AB12 4XX		  

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by AVENUE EUROPE SPECIAL SITUATIONS FUND
III (EURO), L.P., acting by Avenue Europe Capital
Partners III, LLC, its General Partner, acting by GL Europe
Partners III, LLC, its Managing Member

 

)

)

)

s/Sonia Gardner

Name:   Sonia Gardner

Title:      Member

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by AVENUE EUROPE SPECIAL SITUATIONS FUND
III (U.S.), L.P., acting by Avenue Europe Capital Partners
III, LLC, its General Partner, acting by GL Europe Partners
III, LLC, its Managing Member

 

)

)

)

s/Sonia Gardner

Name:   Sonia Gardner

Title:      Member

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by AVENUE EUROPE SPECIAL SITUATIONS FUND
IV (U.S.), L.P., acting by Avenue Europe Capital Partners
IV, LLC, its General Partner, acting by GL Europe Partners
IV, LLC, its Managing Member

 

)

)

)

s/Sonia Gardner

Name:   Sonia Gardner

Title:      Member

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by AVENUE-ASRS EUROPE OPPORTUNITIES
FUND, L.P., acting by Avenue-ASRS Europe
Opportunities Fund GenPar, LLC, its General Partner,
acting by GL Europe ASRS Partners, LLC, its Managing
Member

 

)

)

)

s/Sonia Gardner

Name:   Sonia Gardner

Title:      Member

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by ABN AMRO INVESTMENT SOLUTIONS acting in
its capacity as Manager for ABN AMRO MULTI-
MANAGER FUNDS by BARING ASSET
MANAGEMENT LIMITED as Delegate

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARING GLOBAL UMBRELLA FUND PLC, in
respect of its sub-fund BARINGS DEVELOPED AND
EMERGING MARKETS HIGH YIELD BOND FUND
Acting by its sub-investment manager BARINGS (U.K.)
LIMITED

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS UMBRELLA FUND PLC in respect of its
sub-fund
BARINGS EUROPEAN HIGH YIELD BOND FUND
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS EUROPEAN LOAN LIMITED
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS EUROPEAN LOAN STRATEGY 1
LIMITED acting by its investment manager BARING
ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS UMBRELLA FUND PLC in respect of its
sub-fund
BARINGS GLOBAL HIGH YIELD BOND FUND
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL HIGH YIELD CREDIT
STRATEGIES LIMITED acting by its investment
manager
BARINGS LLC acting by its sub-investment manager
BARING INTERNATIONAL INVESTMENT
LIMITED

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL LOAN AND HIGH YIELD
BOND LIMITED
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL LOAN LIMITED
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL LOAN STRATEGY 3
LIMITED
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL MULTI-CREDIT STRATEGY
4 LIMITED
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS UMBRELLA FUND PLC in respect of
its sub-fund
BARINGS GLOBAL SENIOR SECURED BOND
FUND acting by its investment manager
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL SHORT
DURATION HIGH YIELD FUND
By Baring International Investment Limited
as sub-adviser:

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

The foregoing is executed on behalf of Barings Global Short Duration High Yield Fund (“Fund”), organized in the Commonwealth of Massachusetts under an Agreement and Declaration of Trust dated May 19, 2011, as amended from time to time. The obligations of such Fund are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Fund, but only the Fund’s property and assets shall be bound.

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by BARINGS GLOBAL SPECIAL SITUATIONS
CREDIT 3 S.à r.l.
acting by its investment manager
BARING ASSET MANAGEMENT LIMITED
acting by its attorney:

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by CROWN MANAGED ACCOUNTS SPC acting for
and on behalf of CROWN/BA 2 SEGREGATED
PORTFOLIO
acting by its trading advisor
BARING ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FIDELITY GLOBAL SUB-IG FIXED INCOME
FUND, A SUB-FUND OF FIDELITY COMMON
CONTRACTUAL FUND II, ON BEHALF OF FIL
FUND MANAGEMENT (IRELAND) LIMITED
acting by its trading advisor
BARING ASSET MANAGEMENT LIMITED
acting by its attorney:

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by MASSMUTUAL ADVANTAGE FUNDS
on behalf of MASSMUTUAL GLOBAL CREDIT
INCOME OPPORTUNITIES FUND
By Baring International Investment Limited
as sub-adviser:

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

The foregoing is executed on behalf of BARINGS GLOBAL CREDIT INCOME OPPORTUNITIES FUND, a series of Barings Funds Trust, organized under an Agreement and Declaration of Trust dated May 3, 2013, as amended from time to time. The obligations of such series Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, or any other series of the Trust but only the property and assets of the relevant series Trust shall be bound.

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by NYKREDIT PORTEFØLJE ADMINISTRATION
A/S on behalf of KAPITALFORENINGEN
INVESTIN PRO acting by its sub-investment
manager BARING INTERNATIONAL
INVESTMENT LIMITED
acting by its attorney:

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by RUSSELL INVESTMENTS CAPITAL INC., acting
in its capacity as the investment manager for RUSSELL
INVESTMENT INSTITUTIONAL FUNDS, LLC in
respect of HIGH YIELD BOND FUND
By: BARING INTERNATIONAL INVESTMENT
LIMITED as Sub-Investment Manager and Attorney-in-
fact

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by RUSSELL INVESTMENTS IRELAND LIMITED,
acting in its capacity as the manager for RUSSELL
INVESTMENT COMPANY PLC in respect of
RUSSELL GLOBAL HIGH YIELD BOND FUND
By: BARING INTERNATIONAL INVESTMENT
LIMITED as Sub-Investment Manager and Attorney-in-
fact

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by RUSSELL INVESTMENTS MANAGEMENT LLC,
acting in its capacity as the manager for RUSSELL
INVESTMENT COMPANY PLC in respect of GLOBAL
OPPORTUNISTIC CREDIT FUND
By: BARING INTERNATIONAL INVESTMENT
LIMITED as Sub-Investment Manager and Attorney-in-
fact

 

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/Chris Sawyer

By:         Chris Sawyer

Title:      Managing Director

 

s/Tom Kilpatrick

By:         Tom Kilpatrick

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by DEUTSCHE BANK AG, LONDON BRANCH

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/A. Darbyshire

By:         A Darbyshire

Title:      Authorised Signatory

 

s/S. Glennie

By:         S Glennie

Title:      Authorised Signatory

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by D. E. SHAW GALVANIC INTERNATIONAL, INC.

 

 

 

 

 

)

)

)

s/Cecil Boex

By:         Cecil Boex

Title:      Authorized signatory

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by D. E. SHAW GALVANIC PORTFOLIOS, L.L.C

 

 

 

 

 

)

)

)

s/Cecil Boex

By:         Cecil Boex

Title:      Authorized signatory

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by DBSO TRG FUND (A) L.P.

 

By: DBSO TRG Fund (A) GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Avraham Dreyfuss

By:         Avraham Dreyfuss

Title:      Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by DRAWBRIDGE SPECIAL OPPORTUNITIES
FUND LP represented by Drawbridge Special
Opportunities GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Avraham Dreyfuss

By:         Avraham Dreyfuss

Title:      Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

EXECUTED and DELIVERED as a DEED

by DRAWBRIDGE SPECIAL OPPORTUNITIES
FUND LTD represented by Drawbridge Special
Opportunities Advisors LLC, its investment manager

 

 

 

 

)

)

)

s/Avraham Dreyfuss

By:         Avraham Dreyfuss

Title:      Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCCO DESIGNATED ACTIVITY COMPANY

 

 

 

 

 

)

)

)

s/Sean McKinley

By:         Sean McKinley

Title:      Director

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA CENTRE STREET II (ER) LP

 

By: FCO MA Centre II GP LLC, its general partner

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA CENTRE STREET II (PF) LP

 

By: FCO MA Centre II GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA CENTRE STREET II (TR) LP

 

By: FCO MA Centre II GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA CENTRE STREET II EXP (ER) LP

 

By: FCO MA Centre II GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA CENTRE STREET II EXP (P) LP

 

By: FCO MA Centre II GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA CENTRE STREET II EXP (TR) LP

 

By: FCO MA Centre II GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA J5 L.P.

 

By: FCO Fund V GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA MAPLE LEAF LP

 

By: FCO MA Maple Leaf GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA MI II L.P.

 

By: FCO MA MI II GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO MA V UB SECURITIES LLC

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCO V LSS SUB CO L.P.

 

By: FCO V LSS SubCo GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCOF V EXPANSION UB INVESTMENTS LP

 

By: FCOF V Expansion UB Investments Holdings GP LLC,
its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FCOF V UB INVESTMENTS L.P.

 

By: FCOF V UB Investments Holdings GP LLC, its general
partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FORTRESS CREDIT OPPORTUNITIES FUND V
EXPANSION MA-C L.P.

 

By: FCO Fund V MA-C GP LLC , its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FORTRESS CREDIT OPPORTUNITIES FUND V
EXPANSION MA-CRPTF LP

 

By: FCO Fund V MA-CRPTF GP LLC , its general partner

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FORTRESS VINTAGE SECURITIES FUND L.P.

 

By: Fortress Vintage Securities Fund GP LLC, its general
partner

 

 

 

 

 

 

)

)

)

s/Avraham Dreyfuss

By:         Avraham Dreyfuss

Title:      Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by FTS SIP II L.P.

 

By: FCO BT GP LLC, its general partner

 

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by SUP FCO MA III UB SECURITIES LLC

 

 

 

 

 

)

)

)

s/Valentin Moscaliuc

By:         Valentin Moscaliuc

Title:      Deputy Chief Financial Officer

 

Project Refine – SPA Amendment Deed

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by GLQ INTERNATIONAL PARTNERS LP

 

By: GLQ GP LTD, its general partner

 

 

 

 

 

 

 

 

)

)

)

)

)

)

)

)

 

s/J Wilshire

By:         J Wilshire

Title:      Director

 

s/T Kilgallen

By:         T Kilgallen

Title:      Associate

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by PARTNER REINSURANCE COMPANY LTD. By:
Goldman Sachs Asset Management L.P., in its capacity of
Investment Adviser

 

 

 

 

 

 

)

)

)

s/Carey Ziegler

By:         Carey Ziegler

Title:      Managing Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by SCULPTOR SPECIAL MASTER FUND, LTD.
By: Sculptor Capital LP, its Investment Manager
By: Sculptor Capital Holding Corporation, its General
Partner

)

)

)

s/Wayne Cohen

By:         Wayne Cohen

Title:      President and Chief Operating Officer

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by TRESIDOR EUROPE CREDIT LIMITED

 

 

 

 

 

)

)

)

s/John Hamrock

By:         John Hamrock

Title:      Director

 

 

 

 

MAJORITY SELLER

 

EXECUTED and DELIVERED as a DEED

 

by TRESIDOR EUROPE CREDIT OPPORTUNITIES
LIMITED

 

 

 

 

 

)

)

)

s/John Hamrock

By:         John Hamrock

Title:      Director

 

 

 

 

Executed as a deed by HP GLOBAL
HOLDINGS LIMITED acting by
John Ruskin Bell who is
permitted to execute for HP Global
Holdings Limited under the laws of
Jersey		  

s/John Ruskin Bell

Authorised signatory

     
Executed as a deed by HELMERICH 
& PAYNE, INC. acting by
John W. Lindsay who is
permitted to execute for Helmerich &
Payne, Inc. under the laws of Delaware		  

s/John W. Lindsay

Authorised signatory

 

 

 

 

EXECUTED as a deed by OCORIAN LIMITED, in
its capacity as trustee of the KCA Deutag Equity Plan
Employee Trust, acting by two authorised signatories:

 

Adam Riccio and Craig Cameron

  

 

 

 

)

)

)

)

s/Adam Riccio

Authorised signatory

s/Craig Cameron

Authorised signatory