Page | ||||
1. AUTHORIZATION OF NOTES; GUARANTY AGREEMENT | 1 | |||
1.1. Authorization of Issue of Notes | 1 | |||
1.2. Guaranty Agreement | 1 | |||
2. SALE AND PURCHASE OF NOTES | 1 | |||
3. CLOSING | 2 | |||
4. CONDITIONS TO CLOSING | 2 | |||
4.1. Representations and Warranties | 2 | |||
4.2. Performance; No Default | 2 | |||
4.3. Compliance Certificates | 3 | |||
4.4. Opinions of Counsel | 3 | |||
4.5. Guaranty Agreement | 3 | |||
4.6. Purchase Permitted By Applicable Law, Etc. | 3 | |||
4.7. Sale of Other Notes | 4 | |||
4.8. Payment of Special Counsel Fees | 4 | |||
4.9. Private Placement Number | 4 | |||
4.10. Changes in Corporate Structure | 4 | |||
4.11. Funding Instructions | 4 | |||
4.12. Credit Agreement | 4 | |||
4.13. Acquisition | 4 | |||
4.14. Proceedings and Documents | 5 | |||
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 5 | |||
5.1. Organization; Power and Authority | 5 | |||
5.2. Authorization, Etc. | 5 | |||
5.3. Disclosure | 5 | |||
5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates | 6 | |||
5.5. Financial Statements; Material Liabilities | 6 | |||
5.6. Compliance with Laws, Other Instruments, Etc. | 7 | |||
5.7. Governmental Authorizations, Etc. | 7 | |||
5.8. Litigation; Observance of Agreements, Statutes and Orders | 7 | |||
5.9. Taxes | 8 | |||
5.10. Title to Property; Leases | 8 | |||
5.11. Licenses, Permits, Etc. | 8 | |||
5.12. Compliance with ERISA | 8 | |||
5.13. Private Offering by the Company | 9 | |||
5.14. Use of Proceeds; Margin Regulations | 10 | |||
5.15. Existing Indebtedness; Future Liens | 10 | |||
5.16. Foreign Assets Control Regulations, Etc. | 10 | |||
5.17. Status under Certain Statutes | 11 |
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5.18. Environmental Matters | 12 | |||
5.19. Ranking of Obligations | 12 | |||
6. REPRESENTATIONS OF THE PURCHASERS | 13 | |||
6.1. Purchase for Investment | 13 | |||
6.2. Source of Funds | 13 | |||
7. INFORMATION AS TO COMPANY | 14 | |||
7.1. Financial and Business Information | 14 | |||
7.2. Officer’s Certificate | 17 | |||
7.3. Visitation | 18 | |||
7.4. Limitation on Disclosure Obligation | 18 | |||
8. PAYMENT AND PREPAYMENT OF THE NOTES | 18 | |||
8.1. Maturity | 19 | |||
8.2. Optional Prepayments with Make-Whole Amount | 19 | |||
8.3. Allocation of Partial Prepayments | 19 | |||
8.4. Maturity; Surrender, Etc. | 19 | |||
8.5. Purchase of Notes | 19 | |||
8.6. Make-Whole Amount | 20 | |||
8.7. Prepayment of Notes Upon Change of Control | 21 | |||
8.8. Prepayment in Connection with a Disposition | 23 | |||
9. AFFIRMATIVE COVENANTS | 24 | |||
9.1. Compliance with Law | 24 | |||
9.2. Insurance | 24 | |||
9.3. Maintenance of Properties | 24 | |||
9.4. Payment of Taxes | 24 | |||
9.5. Corporate Existence, Etc. | 25 | |||
9.6. Books and Records | 25 | |||
9.7. Ranking of Obligations | 25 | |||
9.8. Additional Guarantors | 25 | |||
10. NEGATIVE COVENANTS | 27 | |||
10.1. Transactions with Affiliates | 27 | |||
10.2. Merger, Consolidation, Etc. | 27 | |||
10.3. Line of Business | 28 | |||
10.4. Terrorism Sanctions Regulations | 28 | |||
10.5. Liens | 28 | |||
10.6. Sale of Assets | 29 | |||
10.7. Priority Debt | 30 |
ii
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10.8. Financial Covenants | 31 | |||
11. EVENTS OF DEFAULT | 31 | |||
12. REMEDIES ON DEFAULT, ETC. | 33 | |||
12.1. Acceleration | 33 | |||
12.2. Other Remedies | 34 | |||
12.3. Rescission | 34 | |||
12.4. No Waivers or Election of Remedies, Expenses, Etc. | 34 | |||
13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES | 35 | |||
13.1. Registration of Notes | 35 | |||
13.2. Transfer and Exchange of Notes | 35 | |||
13.3. Replacement of Notes | 35 | |||
14. PAYMENTS ON NOTES | 36 | |||
14.1. Place of Payment | 36 | |||
14.2. Home Office Payment | 36 | |||
15. EXPENSES, ETC. | 37 | |||
15.1. Transaction Expenses | 37 | |||
15.2. Survival | 37 | |||
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT | 37 | |||
17. AMENDMENT AND WAIVER | 38 | |||
17.1. Requirements | 38 | |||
17.2. Solicitation of Holders of Notes | 38 | |||
17.3. Binding Effect, etc. | 38 | |||
17.4. Notes Held by Company, etc. | 39 | |||
18. NOTICES | 39 | |||
19. REPRODUCTION OF DOCUMENTS | 39 | |||
20. CONFIDENTIAL INFORMATION | 40 | |||
21. SUBSTITUTION OF PURCHASER | 41 | |||
22. MISCELLANEOUS | 41 | |||
22.1. Successors and Assigns | 41 |
iii
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22.2. Payments Due on Non-Business Days | 41 | |||
22.3. Accounting Terms | 41 | |||
22.4. Severability | 42 | |||
22.5. Construction, etc. | 42 | |||
22.6. Counterparts | 42 | |||
22.7. Governing Law | 42 | |||
22.8. Jurisdiction and Process; Waiver of Jury Trial | 42 |
iv
Schedule A | — | Information Relating to Purchasers | ||
Schedule B | — | Defined Terms | ||
Schedule 5.3 | — | Disclosure Materials | ||
Schedule 5.4 | — | Subsidiaries of the Company and Ownership of Subsidiary Stock | ||
Schedule 5.5 | — | Financial Statements | ||
Schedule 5.15 | — | Existing Indebtedness | ||
Schedule 10.5 | — | Existing Liens | ||
Exhibit 1.1 | — | Form of 4.97% Series A Senior Note due October 5, 2020 | ||
Exhibit 1.2 | — | Form of Guaranty Agreement | ||
Exhibit 4.4(a) | — | Form of Opinion of Special Counsel for the Credit Parties | ||
Exhibit 4.4(b) | — | Form of Opinion of Special Counsel for the Purchasers |
450 Gears Road
Suite 500
Houston, Texas 77067
Schedule A Hereto:
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11. | EVENTS OF DEFAULT. |
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Very truly yours, | ||||||
PATTERSON-UTI ENERGY, INC. | ||||||
By: | /s/ John. E. Vollmer III | |||||
Name: | ||||||
Title: | Senior Vice President – Corporate Development, Chief Financial Officer and Treasurer |
GIBRALTAR LIFE INSURANCE CO., LTD. | ||||||||
By: | Prudential Investment Management (Japan), Inc., as Investment Manager | |||||||
By: | Prudential Investment Management, Inc., as Sub-Adviser | |||||||
By: | /s/ Brian N. Thomas | |||||||
Name: | Brian N. Thomas | |||||||
Title: | Vice President |
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY | ||||||||
By: | Prudential Investment Management, Inc., as investment manager | |||||||
By: | /s/ Brian N. Thomas | |||||||
Name: | Brian N. Thomas | |||||||
Title: | Vice President |
THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. | ||||||||
By: | Prudential Investment Management (Japan), Inc., as Investment Manager | |||||||
By: | Prudential Investment Management, Inc., as Sub-Adviser | |||||||
By: | /s/ Brian N. Thomas | |||||||
Name: | Brian N. Thomas | |||||||
Title: | Vice President | |||||||
FORETHOUGHT LIFE INSURANCE COMPANY | ||||||||
By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||||
By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||||
By: | /s/ Brian N. Thomas | |||||||
Name: | Brian N. Thomas | |||||||
Title: | Vice President |
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | ||||
By: | /s/ Brian N. Thomas | |||
Name: | Brian N. Thomas | |||
Title: | Vice President |
PHYSICIANS MUTUAL INSURANCE COMPANY | ||||||||
By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||||
By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||||
By: | /s/ Brian N. Thomas | |||||||
Name: | Brian N. Thomas | |||||||
Title: | Vice President | |||||||
BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA | ||||||||
By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||||
By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||||
By: | /s/ Brian N. Thomas | |||||||
Name: | Brian N. Thomas | |||||||
Title: | Vice President |
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | ||||
By: | /s/ Laura M. Parrott | |||
Name: | Laura M. Parrott | |||
Title: | Director |
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | ||||
By: | /s/ Howard Stern | |||
Name: | Howard Stern | |||
Its: | Authorized Representative | |||
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT | ||||
By: | /s/ Howard Stern | |||
Name: | Howard Stern | |||
Its: | Authorized Representative |
AVIVA LIFE AND ANNUITY COMPANY | ||||||
By: | Aviva Investors North America, Inc., its authorized attorney-in-fact | |||||
By: | /s/ Tamara L. Harmon | |||||
Name: | Tamara L. Harmon | |||||
Title: | VP, Sr. Portfolio Manager |
JACKSON NATIONAL LIFE INSURANCE COMPANY | ||||||
By: | PPM America, Inc., as attorney in fact | |||||
By: | /s/ Brian Manczak | |||||
Name: | Brian Manczak | |||||
Title: | Vice President |
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA | ||||||
By: | Allianz of America, Inc. as the authorized signatory and investment manager | |||||
By: | /s/ Gary Brown | |||||
Name: | Gary Brown | |||||
Title: | Chief Investment Officer – Fixed Income |
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA | ||||
By: | /s/ Brian Keating | |||
Name: | Brian Keating | |||
Title: | Managing Director |
ENSIGN PEAK ADVISORS, INC. | ||||
By: | /s/ Kevin Lund | |||
Name: Kevin Lund | ||||
Title: Vice President |
CUNA MUTUAL INSURANCE SOCIETY CUMIS INSURANCE SOCIETY, INC. | ||||||
By: | MEMBERS Capital Advisors, Inc., acting as Investment Advisor | |||||
By: | /s/ Allen R. Cantrell | |||||
Name: Allen R. Cantrell | ||||||
Title: Managing Director, Investments |
ALLSTATE LIFE INSURANCE COMPANY | ||||
By: | /s/ Breege A. Farrell | |||
Name: Breege A. Farrell | ||||
By: | /s/ Mark Cloghessy | |||
Name: Mark Cloghessy | ||||
Authorized Signatories | ||||
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK | ||||
By: | /s/ Breege A. Farrell | |||
Name: Breege A. Farrell | ||||
By: | /s/ Mark Cloghessy | |||
Name: Mark Cloghessy | ||||
Authorized Signatories |
THE UNION CENTRAL LIFE INSURANCE COMPANY AMERITAS LIFE INSURANCE CORP. ACACIA LIFE INSURANCE COMPANY FIRST AMERITAS LIFE INSURANCE CORP. OF NEW YORK | ||||||
By: | Summit Investment Partners, as Agent | |||||
By: | /s/ Andrew S. White | |||||
Name: Andrew S. White | ||||||
Title: Managing Director — Private Placements |
SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY | ||||
By: | /s/ David Divine | |||
Name: David Divine | ||||
Title: Portfolio Manager |
MODERN WOODMEN OF AMERICA | ||||
By: | /s/ Nick S. Coin | |||
Name: Nick S. Coin | ||||
Title: Treasurer & Investment Manager |
THE OHIO NATIONAL LIFE INSURANCE COMPANY | ||||
By: | /s/ Jed R. Martin | |||
Name: Jed R. Martin | ||||
Title: Vice President, Private Placements | ||||
OHIO NATIONAL LIFE ASSURANCE CORPORATION | ||||
By: | /s/ Jed R. Martin | |||
Name: Jed R. Martin | ||||
Title: Vice President, Private Placements |
AMERICAN NATIONAL INSURANCE COMPANY (ANICO) | ||||
By: | /s/ Gordon Dixon | |||
Name: Gordon Dixon | ||||
Title: Senior Vice President |
Purchaser Name | GIBRALTAR LIFE INSURANCE CO., LTD. | |||
Name in Which to Register Note(s) | GIBRALTAR LIFE INSURANCE CO., LTD. | |||
Registration number(s); principal amount(s) | RA-1; $16,081,000 | |||
Payment on Account of Note(s) | ||||
Method | Federal Funds Wire Transfer | |||
Account Information | JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: Gibraltar Private Account No.: P86246 (please do not include spaces) Ref: “Accompanying Information” below | |||
All payments, other than principal, interest or Make-Whole Amount shall be made by wire transfer of immediately available funds for credit to: | ||||
JPMorgan Chase Bank New York, NY ABA No. 021-000-021 Account No. 304199036 Account Name: Prudential International Insurance Service Company Ref: “Accompanying Information” below | ||||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Security No.: | INV11269 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Gibraltar Life Insurance Co., Ltd. 2-13-10, Nagatacho Chiyoda-ku, Tokyo 100-8953, Japan Attention: Mizuho Matsumoto, Vice President of Investment Operations Team E-mail:Mizuho.Matsumoto@gib-life.co.jp | |||
Address/Fax for All Other Notices | Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance |
Schedule A-1
Instructions re: Delivery of Note(s) | Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Thomas P. Donohue, Esq. | |||
Tax Identification Number | 98-0408643 |
Schedule A-2
Purchaser Name | GIBRALTAR LIFE INSURANCE CO., LTD. | |||
Name in Which to Register Note(s) | GIBRALTAR LIFE INSURANCE CO., LTD. | |||
Registration number(s); principal amount(s) | RA-2; $5,379,000 | |||
Payment on Account of Note(s) | ||||
Method | Federal Funds Wire Transfer | |||
Account Information | JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: GIB Private Placement USD Account No.: P86406 (please do not include spaces) Ref: “Accompanying Information” below | |||
All payments, other than principal, interest or Make-Whole Amount shall be made by wire transfer of immediately available funds for credit to: | ||||
JPMorgan Chase Bank New York, NY ABA No. 021-000-021 Account No. 304199036 Account Name: Prudential International Insurance Service Company Ref: “Accompanying Information” below | ||||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Security No.: | INV11269 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Gibraltar Life Insurance Co., Ltd. 2-13-10, Nagatacho Chiyoda-ku, Tokyo 100-8953, Japan Attention: Mizuho Matsumoto, Vice President of Investment Operations Team E-mail:Mizuho.Matsumoto@gib-life.co.jp | |||
Address/Fax for All Other Notices | Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance | |||
Instructions re: Delivery of Note(s) | Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Thomas P. Donohue, Esq. | |||
Tax Identification Number | 98-0408643 |
Schedule A-3
Purchaser Name | PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY | |||
Name in Which to Register Note(s) | PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY | |||
Registration number(s); principal amount(s) | RA-3; $13,500,000 | |||
Payment on Account of Note(s) | ||||
Method | Federal Funds Wire Transfer | |||
Account Information | JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: PRIAC Account No.: P86329 (please do not include spaces) | |||
Each such wire transfer shall set forth the “Accompanying Information” below | ||||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Security No.: | INV11269 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 100 Mulberry Street Newark, NJ 07102 Phone: 973-802-8107 Fax: 888-889-3832 | |||
Address/Fax for All Other Notices | Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance | |||
Instructions re: Delivery of Note(s) | Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Thomas P. Donohue, Esq. | |||
Tax Identification Number | 06-1050034 |
Schedule A-4
Purchaser Name | THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. | |||
Name in Which to Register Note(s) | THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. | |||
Registration number(s); principal amount(s) | RA-4; $8,040,000 | |||
Payment on Account of Note(s) | ||||
Method | Federal Funds Wire Transfer | |||
Account Information | JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account No.: P86291 Account Name: The Prudential Life Insurance Company, Ltd Ref: “Accompanying Information” below | |||
All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: | ||||
JPMorgan Chase Bank New York, NY ABA No. 021-000-021 Account No. 304199036 Account Name: Prudential International Insurance Service Co. Ref: “Accompanying Information” below | ||||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Security No.: | INV11269 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | The Prudential Life Insurance Company, Ltd. 2-13-10, Nagatacho Chiyoda-ku, Tokyo 100-0014, Japan Telephone: 81-3-5501-5190 Facsimile: 81-03-5501-5037 E-mail: osamu.egi@prudential.com Attention: Osamu Egi, Team Leader of Financial Reporting Team | |||
Address/Fax for All Other Notices | Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance | |||
Instructions re: Delivery of Notes | Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Thomas P. Donohue, Esq. | |||
Tax Identification Number | 98-0433392 |
Schedule A-5
Purchaser Name | FORETHOUGHT LIFE INSURANCE COMPANY | |||
Name in Which to Register Note(s) | FORETHOUGHT LIFE INSURANCE COMPANY | |||
Registration number(s); principal amount(s) | RA-5; $7,500,000 | |||
Payment on Account of Note(s) | ||||
Method | Federal Funds Wire Transfer | |||
Account Information | State Street Bank & Trust Company Boston, MA ABA # 011000028 DDA # 24564783 For Further Credit: Forethought Life Insurance Company Fund # 3N1H Ref: “Accompanying Information” below. | |||
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Forethought Life Insurance Company Attn: Russell L. Jackson 300 North Meridian, Suite 1800 Indianapolis, IN 46204 Phone: 317-223-2749 Email: russell.jackson@forethought.com with copy to: State Street Bank Attn: Deb Hartner 801 Pennsylvania Kansas City, MO 64105 Phone: 816-871-9218 Email: DSHartner@statestreet.com | |||
Address/Fax for All Other Notices | Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance |
Schedule A-6
Purchaser Name | FORETHOUGHT LIFE INSURANCE COMPANY | |||
Instructions re: Delivery of Notes | DTC / New York Window 55 Water Street New York, NY 10041 Attention: Robert Mendez Ref: SSB Fund # 3N1H With a copy to: Prudential Capital Group Gateway Center 4 100 Mulberry, 7th Floor Newark, NJ 07102 Attention: Trade Management, Manager Telephone: (973) 367-3141 and Forethought Life Insurance Company Attn: Eric Todd 300 North Meridian Suite 1800 Indianapolis, IN 46204 | |||
Tax Identification Number | 06-1016329 |
Schedule A-7
Purchaser Name | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | |||
Name in Which to Register Note(s) | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | |||
Registration number(s); principal amount(s) | RA-6; $5,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: Prudential — Managed Portfolio Account No.: P86188 (do not include spaces) Ref: “Accompanying Information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Security No.: | INV11269 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: 973-367-3141 Fax: 888-889-3832 | |||
Address/Fax for All Other Notices | The Prudential Insurance Company of America c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance | |||
Instructions re: delivery of Note(s) | Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Thomas P. Donohue, Esq. | |||
Tax Identification Number | 22-1211670 |
Schedule A-8
Purchaser Name | PHYSICIANS MUTUAL INSURANCE COMPANY | |||
Name in Which to Register Note(s) | HOW & CO. | |||
Registration number(s); principal amount(s) | RA-7; $3,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer The Northern Trust Company Chicago, IL ABA No.: 071000152 Account Name: Physicians Mutual Insurance Company Account No.: 26-98845 Ref: “Accompanying Information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Physicians Mutual Insurance Company 2600 Dodge Street Omaha, NE 68131 Attention: Steve Scanlan Fax: (402) 633-1096 | |||
Address/Fax for All Other Notices | Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance | |||
Instructions re: delivery of Note(s) | The Northern Trust Company of New York Harborside Financial Center 10, Suite 1401 3 Second Street Jersey City, NJ 07311 Attention: Jose Mero & Ruby Vega Re: Physicians Mutual Insurance Company-Prudential; Account Number: 26-98845 With a copy to: Prudential Capital Group Gateway Center 4 100 Mulberry, 7th Floor Newark, NJ 07102 Attention: Trade Management, Manager Telephone: (973) 367-3141 | |||
Tax Identification Number | 47-0270450 |
Schedule A-9
Purchaser Name | BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA | |||
Name in Which to Register Note(s) | BLUE CROSS AND BLUE SHIELD OF MINNESOTA | |||
Registration number(s); principal amount(s) | RA-8; $1,500,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer U.S. Bank N.A. ABA No.: 091000022 Account No. 180183083765 60 Livingston Avenue St. Paul, MN 55107 Attn: Income Team (PPN Number, Account No. 10561811 and payment breakdown) Ref: “Accompanying Information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Blue Cross and Blue Shield of Minnesota 1303 Corporate Center Drive Eagan, MN 55121-1204 Attention: James K. Rochat, Director, Investments Telephone: (651) 662-8372 Facsimile: (651) 662-2164 | |||
Address/Fax for All Other Notices | Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Energy and Corporate Finance | |||
Instructions re: delivery of Note(s) | U.S. Bank Cindy Procai EP MN WS41 60 Livingston Ave. St. Paul, MN 55107 Attention: Kate O’Connor Telephone: (651) 495-4175 Re: Blue Cross & Blue Shield of Minnesota; Account Number: 10561811 With a copy to: Prudential Capital Group Gateway Center 4 100 Mulberry, 7th Floor Newark, NJ 07102 Attention: Trade Management, Manager Telephone: (973) 367-3141 | |||
Tax Identification Number | 41-0984460 |
Schedule A-10
Purchaser Name | TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | |||
Name in Which to Register Note(s) | TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | |||
Registration number(s); principal amount(s) | RA-9; $52,000,000 | |||
Payment on Account of Note(s) Method Account Information | Automated Clearing House System JPMorgan Chase Bank, N.A. ABA# 021-000-021 Account #: 900-9-000200 Account Name: TIAA For further credit to: Account # G07040 Ref: “Accompanying information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Teachers Insurance and Annuity Association of America 730 Third Avenue New York, NY 10017 Attn: Securities Accounting Division Phone: 212-916-4109 Fax: 212-916-6955 With a copy to: JPMorgan Chase Bank, N.A. P.O. Box 35308 Newark, NJ 07101 And: Teachers Insurance and Annuity Association of America 730 Third Avenue New York, NY 10017 Attn: Global Private Markets Tel: 212-916-6547 (Lisa M. Ferraro) 212-916-4000 (General Number) Email: lferraro@tiaa-cref.org | |||
Address/Fax for All Other Notices | Teachers Insurance and Annuity Association of America 730 Third Avenue New York, NY 10017 Attn: Global Private Markets Tel: 212-916-6547 (Lisa M. Ferraro) 212-916-4000 (General Number) Email: lferraro@tiaa-cref.org |
Schedule A-11
Purchaser Name | TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | |||
Instructions re: delivery of Note(s) | JPMorgan Chase Bank, N.A. 4 Chase Metrotech Center, 3rd Floor Brooklyn, NY 11245-0001 Attn: Physical Receive Dept. For TIAA A/C# G07040 | |||
Tax Identification Number | 13-1624203 |
Schedule A-12
Purchaser Name | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | |||
Name in Which to Register Note(s) | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | |||
Registration number(s); principal amount(s) | RA-10; $45,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer US Bank 777 East Wisconsin Avenue Milwaukee, WI 53202 ABA #075000022 For the account of: Northwestern Mutual Life Account No. 182380324521 Ref: “Accompanying information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Treasury & Investment Operations Email: privates@northwesternmutual.com | |||
Address/Fax for All Other Notices | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Securities Department Email: privateinvest@northwesternmutual.com | |||
Instructions re: delivery of Note(s) | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Matthew E. Gabrys, Esq. | |||
Tax Identification Number | 39-0509570 |
Schedule A-13
Purchaser Name | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT | |||
Name in Which to Register Note(s) | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT | |||
Registration number(s); principal amount(s) | RA-11; $2,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer US Bank 777 East Wisconsin Avenue Milwaukee, WI 53202 ABA #075000022 For the account of: Northwestern Mutual Life-GASA Account No. 182380324018 Ref: “Accompanying information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Investment Operations Email: privates@northwesternmutual.com | |||
Address/Fax for All Other Notices | The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Securities Department Email: privateinvest@northwesternmutual.com | |||
Instructions re: delivery of Note(s) | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attn: Matthew E. Gabrys, Esq. | |||
Tax Identification Number | 39-0509570 |
Schedule A-14
Purchaser Name | AVIVA LIFE AND ANNUITY COMPANY | |||
Name in Which to Register Note(s) | HARE & CO. | |||
Registration number(s); principal amount(s) | RA-12; $28,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer The Bank of New York New York, NY ABA #021000018 Credit A/C# GLA111566 A/C Name: Institutional Custody Insurance Division Custody Account Name: Aviva Life and Annuity Co-Annuity Custody Account Number: 010048 Ref: “Accompanying Information” below. | |||
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address / Fax # / Email for all Notices, including Financials, Compliance and Requests | PREFERRED REMITTANCE: privateplacements@avivainvestors.com Aviva Life and Annuity Company c/o Aviva Investors North America, Inc. 215 10th Street, Suite 1000 Des Moines, IA 50309 Attn: Private Placements | |||
Instructions re: delivery of Notes | The Bank of New York One Wall Street, 3rd Floor Window A New York, NY 10286 FAO: Aviva Life and Annuity Co-Annuity, A/C #010048 | |||
Tax Identification Number | 42-0175020 (Aviva Life and Annuity Company) 13-6062916 (Hare & Co.) |
Schedule A-15
Purchaser Name | AVIVA LIFE AND ANNUITY COMPANY | |||
Name in Which to Register Note(s) | HARE & CO. | |||
Registration number(s); principal amount(s) | RA-13; $7,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer The Bank of New York New York, NY ABA #021000018 Credit A/C# GLA111566 A/C Name: ALAC — Private FI Custody Account Name: ALAC — Private FI Custody Account Number: 447702 Ref: “Accompanying Information” below. | |||
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address / Fax # / Email for all Notices, including Financials, Compliance and Requests | PREFERRED REMITTANCE: privateplacements@avivainvestors.com Aviva Life and Annuity Company c/o Aviva Investors North America, Inc. 215 10th Street, Suite 1000 Des Moines, IA 50309 Attn: Private Placements | |||
Instructions re: delivery of Notes | The Bank of New York One Wall Street, 3rd Floor Window A New York, NY 10286 FAO: ALAC — Private FI, A/C #447702 | |||
Tax Identification Number | 42-0175020 (Aviva Life and Annuity Company) 13-6062916 (Hare & Co.) |
Schedule A-16
Purchaser Name | JACKSON NATIONAL LIFE INSURANCE COMPANY | |||
Name in Which to Register Note(s) | JACKSON NATIONAL LIFE INSURANCE COMPANY | |||
Registration number(s); principal amount(s) | RA-14; $10,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer The Bank of New York ABA # 021-000-018 BNF Account #: IOC566 FBO: JNL A/C # 187242 Ref: “Accompanying information” below | |||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Jackson National Life Insurance Company c/o The Bank of New York Attn: P & I Department P.O. Box 19266 Newark, NJ 07195 Tel: (718) 315-3035 Fax: (718) 315-3076 | |||
Address/Fax for All Other Notices | PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Private Placements — Brian Manczak Tel: (312) 634-7885 Fax: (312) 634-0054 with a copy to PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Investment Accounting — Craig Close Tel: (312) 634-2502 Fax: (312) 634-0906 With copies of Financial Information also to: Jackson National Life Insurance Company 225 West Wacker Drive, Suite 1500 Chicago, IL 60606-1228 Attn: Investment Accounting — Mark Stewart Tel: (517) 637-3190 Fax: (517) 706-5503 |
Schedule A-17
Purchaser Name | JACKSON NATIONAL LIFE INSURANCE COMPANY | |||
Instructions re: delivery of Note(s) | The Bank of New York Special Processing — Window A One Wall Street, 3rd Floor New York, NY 10286 Ref: JNL — JNL ELI/ Non Insul., A/C #187242 | |||
Tax Identification Number | 38-1659835 |
Schedule A-18
Purchaser Name | JACKSON NATIONAL LIFE INSURANCE COMPANY | |||
Name in Which to Register Note(s) | JACKSON NATIONAL LIFE INSURANCE COMPANY | |||
Registration number(s); principal amount(s) | RA-15; $10,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer The Bank of New York ABA # 021-000-018 | |||
BNF Account #: IOC566 | ||||
FBO: JNL A/C # 187244 | ||||
Ref: “Accompanying information” below | ||||
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Jackson National Life Insurance Company c/o The Bank of New York Attn: P & I Department P.O. Box 19266 Newark, NJ 07195 Tel: (718) 315-3035 Fax: (718) 315-3076 | |||
Address/Fax for All Other Notices | PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Private Placements — Brian Manczak Tel: (312) 634-7885 Fax: (312) 634-0054 with a copy to PPM America, Inc. 225 West Wacker Drive, Suite 1200 Chicago, IL 60606-1228 Attn: Investment Accounting — Craig Close Tel: (312) 634-2502 Fax: (312) 634-0906 With copies of Financial Information also to: Jackson National Life Insurance Company 225 West Wacker Drive, Suite 1500 Chicago, IL 60606-1228 Attn: Investment Accounting — Mark Stewart Tel: (517) 637-3190 Fax: (517) 706-5503 |
Schedule A-19
Purchaser Name | JACKSON NATIONAL LIFE INSURANCE COMPANY | |||
Instructions re: delivery of Note(s) | The Bank of New York Special Processing — Window A One Wall Street, 3rd Floor New York, NY 10286 Ref: JNL — JNL MVA, A/C #187244 | |||
Tax Identification Number | 38-1659835 |
Schedule A-20
Purchaser Name | ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA | |||
Name in Which to Register Note(s) | MAC & CO. | |||
Registration number(s); principal amount(s) | RA-16; $15,000,000 | |||
Payment on Account of Note(s) Method Account Information | Federal Funds Wire Transfer MAC & CO. The Bank of New York Mellon ABA # 011001234 Mellon Bank Account No. AZAF6700012 DDA 125261 Cost Center 1253 Ref: “Accompanying Information” below For Credit to Portfolio Account: AZLife AZAF6700012 | |||
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 | |||
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||||
Address/Fax for Notices Related to Payments | Allianz Life Insurance Company of North America c/o Allianz of America, Inc. Attn: Private Placements 55 Greens Farms Road P.O. Box 5160 Westport, Connecticut 06881-5160 Phone: 203-221-8580 Fax: 203-221-8539 E-mail:Brian.Landry@azoa.com With a copy to: Kathy Muhl Supervisor — Income Group The Bank of New York Mellon Three Mellon Center — Room 153-1818 Pittsburgh, PA 15259 Tel: 412-234-5192 Fax: 412-236-0800 E-mail: Kathy.muhl@bnymellon.com | |||
Address/Fax for All Other Notices | Allianz Life Insurance Company of North America c/o Allianz of America, Inc. Attn: Private Placements 55 Greens Farms Road P.O. Box 5160 Westport, Connecticut 06881-5160 Tel: 203-221-8580 Fax: 203-221-8539 E-mail: Brian.landry@azoa.com |
Schedule A-21
Purchaser Name | ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA | |||
Instructions re: delivery of Notes | Mellon Securities Trust Company One Wall Street 3rd Floor, Receive Window C New York, NY 10286 For Credit to: Allianz Life Insurance Company of North America, AZLife AZAF6700012 | |||
Tax Identification Number | 41-1366075 |
Schedule A-22
Purchaser Name | THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA | |
Name in Which to Register Note(s) | THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA | |
Registration number(s); principal amount(s) | RA-17; $15,000,000 | |
Payment on Account of Note(s) | ||
Method | Funds Wire Transfer | |
Account Information | JP Morgan Chase | |
ABA #021000021 | ||
Chase/NYC/CTR/BNF | ||
A/C 900-9-000200 | ||
Reference A/C #G05978, Guardian Life, and “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for all Notices | The Guardian Life Insurance Company of America | |
7 Hanover Square | ||
New York, NY 10004-2616 | ||
Attn: Brian Keating | ||
Investment Department 9-A | ||
FAX # (212) 919-2658/2656 | ||
Instructions re: delivery of Notes | JP Morgan Chase Bank | |
4 Chase Metrotech Center — 3rd Floor | ||
Brooklyn, NY 11245-0001 | ||
Reference A/C #G05978, Guardian Life | ||
Tax Identification Number | 13-5123390 |
Schedule A-23
Purchaser Name | ENSIGN PEAK ADVISORS, INC. | |
Name in Which to Register Note(s) | ENSIGN PEAK ADVISORS, INC. | |
Registration number(s); principal amount(s) | RA-18; $12,000,000 | |
Payment on Account of Note(s) | ||
Method | Funds Wire Transfer | |
Account Information | Zions First National Bank | |
ABA 124000054 | ||
Acct # 01-20001-3 | ||
Acct Name: Ensign Peak Advisors | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, premium and interest) of the payment being made. | ||
Address/Fax for all Notices | Ensign Peak Advisors, Inc. | |
50 East North Temple, 15th Floor | ||
Salt Lake City, UT 84150 | ||
Email: custody@ensignpeak.org | ||
Attn: Scott Colton (801-240-1066) or Greg Tarbet (801-240-5949) | ||
Fax: 801-240-2202 | ||
Instructions re: delivery of Notes | Ensign Peak Advisors, Inc. | |
50 East North Temple, 15th Floor | ||
Salt Lake City, UT 84150 | ||
Email: custody@ensignpeak.org | ||
Attn: Scott Colton (801-240-1066) or Greg Tarbet (801-240-5949) | ||
Fax: 801-240-2202 | ||
Tax Identification Number | 84-1432969 |
Schedule A-24
Purchaser Name | CUNA MUTUAL INSURANCE SOCIETY | |
Name in Which to Register Note(s) | TURNKEYS + CO | |
Registration number(s); principal amount(s) | RA-19; $8,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | State Street Bank | |
ABA #11000028 | ||
Account Name: CUNA Mutual Insurance Society | ||
DDA#: 1044-851-2 | ||
Reference Fund #ZT1E and “Accompanying information” below |
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address / Fax # for all notices | Email: DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM | |
CUNA Mutual Insurance Society | ||
c/o MEMBERS Capital Advisors, Inc. | ||
5910 Mineral Point Road | ||
Madison, WI 53705-4456 |
Attn: | Allen Cantrell (Al.Cantrell@cunamutual.com) | |||
John Britt (john.britt@cunamutual.com) | ||||
Carrie Snell (carrie.snell@cunamutual.com) | ||||
Fax: | 608-236-8228 (Allen Cantrell) | |||
860-693-6402 (John Britt) | ||||
608-231-8639 (Carrie Snell) |
Instructions re Delivery of Note(s) | State Street Bank | |
DTC/New York Window | ||
55 Water Street | ||
Plaza Level – 3rd Floor | ||
New York, NY 10041 | ||
Attn: Robert Mendez | ||
Ref: ZT1E / Turnkeys + CO | ||
Tax Identification Number | 39-0230590 |
Schedule A-25
Purchaser Name | CUMIS INSURANCE SOCIETY, INC. | |
Name in Which to Register Note(s) | TURNJETTY + CO. | |
Registration number(s); principal amount(s) | RA-20; $2,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | State Street Bank | |
ABA #11000028 | ||
Account Name: CUMIS Insurance Society, Inc. | ||
DDA#: 1658-736-2 | ||
Reference Fund #ZT1i and “Accompanying information” below |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for all Notices | Email: DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM | |
CUMIS Insurance Society, Inc. | ||
c/o MEMBERS Capital Advisors, Inc. | ||
5910 Mineral Point Road | ||
Madison, WI 53705-4456 |
Attn: | Allen Cantrell (Al.Cantrell@cunamutual.com) | |||
John Britt (john.britt@cunamutual.com) | ||||
Carrie Snell (carrie.snell@cunamutual.com) | ||||
Fax: | 608-236-8228 (Allen Cantrell) | |||
860-693-6402 (John Britt) | ||||
608-231-8639 (Carrie Snell) |
Instructions re: delivery of Notes | State Street Bank | |
DTC/New York Window | ||
55 Water Street | ||
Plaza Level – 3rd Floor | ||
New York, NY 10041 | ||
Attn: Robert Mendez | ||
Ref: ZT1i / Turnjetty + CO | ||
Tax Identification Number | 39-0972608 |
Schedule A-26
Purchaser Name | ALLSTATE LIFE INSURANCE COMPANY | |
Name in Which to Register Note(s) | ALLSTATE LIFE INSURANCE COMPANY | |
Registration number(s); principal amount(s) | RA-21; $5,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | Citibank | |
ABA #: 021000089 | ||
Account Name: Allstate Life Insurance Company Collection Account - PP | ||
Account #: 30547007 | ||
Ref: OBI 703481 A*2, Credit Name, Coupon, Maturity | ||
Payment Due Date (MM/DD/YY) and type and amount of payment being made. | ||
Example: P ________ (Enter “P” and amount of principal being remitted, for example, P5000000.00) — I ________ (Enter “I” and amount of interest being remitted, for example, I225000.00) |
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address / Fax # for notices related to scheduled payments, payments or rate resets | Allstate Life Insurance Company c/o Allstate Investments LLC Investment Operations — Private Placements | |
3075 Sanders Road, STE G4A | ||
Northbrook, IL 60062-7127 | ||
Tel: 847-402-6672 Private Placements | ||
Fax: 847-326-7032 | ||
And via Email: PrivateIOD@allstate.com | ||
Address / Fax # for all other notices | Allstate Life Insurance Company | |
c/o Allstate Investments LLC | ||
Private Placements Department | ||
3075 Sanders Road, STE G3A | ||
Northbrook, IL 60062-7127 | ||
Tel: 847-402-7117 | ||
Fax: 847-402-3092 | ||
Email: PrivateCompliance@allstate.com | ||
Instructions re: delivery of Note(s) | Citibank N.A. | |
333 Park Avenue | ||
Level B Vault | ||
New York, NY 10022 | ||
Attn: Danny Reyes | ||
For Allstate Life Insurance Company/Safekeeping Account No. 846627 | ||
Tax Identification Number | 36-2554642 |
Schedule A-27
Purchaser Name | ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK | |
Name in Which to Register Note(s) | ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK | |
Registration number(s); principal amount(s) | RA-22; $5,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | Citibank | |
ABA #: 021000089 | ||
Account Name: Allstate Life Insurance Company of New York Collection Account | ||
Account #: 30547066 | ||
Ref: OBI 703481 A*2, Credit Name, Coupon, Maturity | ||
Payment Due Date (MM/DD/YY) and type and amount of payment being made. | ||
Example: P (Enter “P” and amount of principal being remitted, for example, P5000000.00) — I (Enter “I” and amount of interest being remitted, for example, I225000.00) |
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address / Fax # for notices related to scheduled payments, payments or rate resets | Allstate Life Insurance Company of New York c/o Allstate Investments LLC Investment Operations — Private Placements | |
3075 Sanders Road, STE G4A | ||
Northbrook, IL 60062-7127 | ||
Tel: 847-402-6672 Private Placements | ||
Fax: 847-326-7032 | ||
And via Email: PrivateIOD@allstate.com | ||
Address / Fax # for all other notices | Allstate Life Insurance Company of New York | |
c/o Allstate Investments LLC | ||
Private Placements Department | ||
3075 Sanders Road, STE G3A | ||
Northbrook, IL 60062-7127 | ||
Tel: 847-402-7117 | ||
Fax: 847-402-3092 | ||
Email: PrivateCompliance@allstate.com | ||
Instructions re: delivery of Note(s) | Citibank N.A. | |
333 Park Avenue | ||
Level B Vault | ||
New York, NY 10022 | ||
Attn: Danny Reyes | ||
For Allstate Life Insurance Company of New York/Safekeeping Account No. 846684 | ||
Tax Identification Number | 36-2608394 |
Schedule A-28
Purchaser Name | THE UNION CENTRAL LIFE INSURANCE COMPANY | |
Name in Which to Register Note(s) | CUDD & CO. AS NOMINEE FOR THE UNION CENTRAL LIFE INSURANCE COMPANY | |
Registration number(s); principal amount(s) | RA-23; $3,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | JPMorgan Chase Bank | |
ABA #021-000-021 | ||
DDA Clearing Account: 9009002859 | ||
Further Credit — Custody Fund P72228 (The Union Central Life Insurance Company) | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | The Union Central Life Insurance Company 1876 Waycross Rd. | |
Cincinnati, Ohio 45240 | ||
Attn: Treasury Department | ||
Fax: 513-674-5275 | ||
Address/Fax for All Other Notices | The Union Central Life Insurance Company | |
c/o Summit Investment Partners | ||
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Fax: 402-467-6970 | ||
Instructions re: delivery of Notes | JPMorgan Chase Bank | |
4 Chase Metrotech Center, 3rd Floor | ||
Brooklyn, NY 11245-0001 | ||
Attn: Physical Receive Department | ||
Ref: Account P72228, The Union Central Life Insurance Company | ||
Tax Identification Number | 31-0472910 (Union Central) | |
13-6022143 (Cudd & Co.) |
Schedule A-29
Purchaser Name | AMERITAS LIFE INSURANCE CORP. | |
Name in Which to Register Note(s) | CUDD & CO. AS NOMINEE FOR AMERITAS LIFE INSURANCE CORP. | |
Registration number(s); principal amount(s) | RA-24; $2,000,000 | |
Payment on Account of Note(s) | ||
Method | Bank Wire Transfer of Federal or Other Immediately Available Funds | |
Account Information | JPMorgan Chase Bank | |
ABA #021-000-021 | ||
DDA Clearing Account: 9009002859 | ||
Further Credit — Custody Fund P72220 for Ameritas Life Insurance Corp. | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | Ameritas Life Insurance Corp. c/o Summit Investment Partners | |
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Fax: 402-467-6970 | ||
Address/Fax for All Other Notices | Ameritas Life Insurance Corp. | |
c/o Summit Investment Partners | ||
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Instructions re: delivery of Notes | JPMorgan Chase Bank, N.A. | |
4 Chase Metrotech Center, 3rd Floor | ||
Brooklyn, NY 11245-0001 | ||
Attn: Physical Receive Department | ||
Ref: Account P72220, Ameritas Life Insurance Corp. | ||
Tax Identification Number | 47-0098400 (Ameritas) | |
13-6022143 (Cudd & Co.) |
Schedule A-30
Purchaser Name | ACACIA LIFE INSURANCE COMPANY | |
Name in Which to Register Note(s) | CUDD & CO. AS NOMINEE FOR ACACIA LIFE INSURANCE COMPANY | |
Registration number(s); principal amount(s) | RA-25; $800,000 | |
Payment on Account of Note(s) | ||
Method | Bank Wire Transfer of Federal or Other Immediately Available Funds | |
Account Information | JPMorgan Chase Bank | |
ABA #021-000-021 | ||
DDA Clearing Account: 9009002859 | ||
Further Credit — Custody Fund P72216 for Acacia Life Insurance Company | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | Acacia Life Insurance Company c/o Summit Investment Partners | |
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Fax: 402-467-6970 | ||
Address/Fax for All Other Notices | Acacia Life Insurance Company | |
c/o Summit Investment Partners | ||
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Instructions re: delivery of Notes | JPMorgan Chase Bank, N.A. | |
4 Chase Metrotech Center, 3rd Floor | ||
Brooklyn, NY 11245-0001 | ||
Attn: Physical Receive Department | ||
Ref: Account P72216, Acacia Life Insurance Company | ||
Tax Identification Number | 53-022880 (Acacia) | |
13-6022143 (Cudd & Co.) |
Schedule A-31
Purchaser Name | FIRST AMERITAS LIFE INSURANCE CORP. OF NEW YORK | |
Name in Which to Register Note(s) | CUDD & CO. AS NOMINEE FOR FIRST AMERITAS LIFE INSURANCE CORP. OF NEW YORK | |
Registration number(s); principal amount(s) | RA-26; $200,000 | |
Payment on Account of Note(s) | ||
Method | Bank Wire Transfer of Federal or Other Immediately Available Funds | |
Account Information | JPMorgan Chase Bank | |
ABA #021-000-021 | ||
DDA Clearing Account: 9009002859 | ||
Further Credit — Custody Fund P72225 for First Ameritas Life Insurance Corp. of New York | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | First Ameritas Life Insurance Corp. of New York c/o Summit Investment Partners | |
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Fax: 402-467-6970 | ||
Address/Fax for All Other Notices | First Ameritas Life Insurance Corp. of New York | |
c/o Summit Investment Partners | ||
390 North Cotner Blvd. | ||
Lincoln, NE 68505 | ||
Instructions re: delivery of Notes | JPMorgan Chase Bank, N.A. | |
4 Chase Metrotech Center, 3rd Floor | ||
Brooklyn, NY 11245-0001 | ||
Attn: Physical Receive Department | ||
Ref: Account P72225, First Ameritas Life Insurance Corp. of New York | ||
Tax Identification Number | 13-3758127 (First Ameritas) | |
13-6022143 (Cudd & Co.) |
Schedule A-32
Purchaser Name | SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY | |
Name in Which to Register Note(s) | SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY | |
Registration number(s); principal amount(s) | RA-27; $5,000,000 | |
Payment on Account of Note(s) | ||
Method Account Information | Federal Funds Wire Transfer State Street Bank and Trust Company Boston, MA 02101 ABA #: 011000028 For further credit to: Southern Farm Bureau Life Insurance Company, DDA #: 59848127 Account #: EQ83 | |
Ref: “Accompanying Information” below |
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | Southern Farm Bureau Life Insurance Company 1401 Livingston Lane Jackson, MA 39213 Attn: Investment Department | |
Address/Fax for All Other Notices | Southern Farm Bureau Life Insurance Company 1401 Livingston Lane Jackson, MS 39213 Attn: Investment Department — David Divine Fax: 601-981-3605 Email: ddivine@sfbli.com | |
Instructions re: delivery of Note(s) | David Divine Southern Farm Bureau Life Insurance Co. 1401 Livingston Lane Jackson, MS 39213 | |
Tax Identification Number | 64-0283583 |
Schedule A-34
Purchaser Name | MODERN WOODMEN OF AMERICA | |
Name in Which to Register Note(s) | MODERN WOODMEN OF AMERICA | |
Registration number(s); principal amount(s) | RA-28; $4,000,000 | |
Payment on Account of Note(s) | ||
Method Account Information | Federal Funds Wire Transfer The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675 ABA # 071-000-152 Account Name: Modern Woodmen of America Account #: 84352 | |
Ref: “Accompanying Information” below |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | Modern Woodmen of America 1701 First Avenue Rock Island, IL 61201 Attn: Investment Accounting Department Fax: 309-793-5688 | |
Address/Fax for All Other Notices | Modern Woodmen of America 1701 First Avenue Rock Island, IL 61201 Attn: Investment Department Fax: 309-793-5574 Email: Investments@Modern-Woodmen.org | |
Instructions re: delivery of Note(s) | Modern Woodmen of America 1701 First Avenue Rock Island, IL 61201 Attn: Doug Pannier | |
Tax Identification Number | 36-1493430 |
Schedule A-35
Purchaser Name | THE OHIO NATIONAL LIFE INSURANCE COMPANY | |
Name in Which to Register Note(s) | THE OHIO NATIONAL LIFE INSURANCE COMPANY | |
Registration number(s); principal amount(s) | RA-29; $2,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | U.S. Bank N.A. | |
5th & Walnut Streets | ||
Cincinnati, OH 45202 | ||
ABA #042-000013 | ||
For credit to The Ohio National Life Insurance Company Account | ||
No. 910-275-7 | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address / Fax # for all notices | The Ohio National Life Insurance Company | |
One Financial Way | ||
Cincinnati, OH 45242 | ||
Attention: Investment Department | ||
Fax: 513-794-4506 | ||
Instructions re: delivery of Notes | The Ohio National Life Insurance Company | |
Attn: Investments | ||
One Financial Way | ||
Cincinnati, OH 45242 | ||
Attn: Jed Martin | ||
Tax Identification Number | 31-0397080 |
Schedule A-36
Purchaser Name | OHIO NATIONAL LIFE ASSURANCE CORPORATION | |
Name in Which to Register Note(s) | OHIO NATIONAL LIFE ASSURANCE CORPORATION | |
Registration number(s); principal amount(s) | RA-30; $2,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | U.S. Bank N.A. | |
5th & Walnut Streets | ||
Cincinnati, OH 45202 | ||
ABA #042-000013 | ||
For credit to Ohio National Life Assurance Corporation Account | ||
No. 865-215-8 | ||
Ref: “Accompanying Information” below. |
Accompanying Information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address / Fax # for all notices | Ohio National Life Assurance Corporation | |
One Financial Way | ||
Cincinnati, OH 45242 | ||
Attention: Investment Department | ||
Fax: 513-794-4506 | ||
Instructions re: delivery of Notes | The Ohio National Life Insurance Company | |
Attn: Investments | ||
One Financial Way | ||
Cincinnati, OH 45242 | ||
Attn: Jed Martin | ||
Tax Identification Number | 31-0962495 |
Schedule A-37
Purchaser Name | AMERICAN NATIONAL INSURANCE COMPANY | |
Name in Which to Register Note(s) | AMERICAN NATIONAL INSURANCE COMPANY | |
Registration number(s); principal amount(s) | RA-31; $5,000,000 | |
Payment on Account of Note(s) | ||
Method | Federal Funds Wire Transfer | |
Account Information | SEI Private Trust Co. | |
1 Freedom Valley Dr. | ||
Oaks, PA 19456 | ||
ABA #031976161 | ||
Sub Account: 1050 | ||
Account Name: American National Insurance Company | ||
Account Number: 328655 | ||
FFC to: Moody National Bank | ||
Trust Account: 1856063500 | ||
Ref: “Accompanying Information” below |
Accompanying information | Name of Issuer: | PATTERSON-UTI ENERGY, INC. | ||
Description of Security: | 4.97% Series A Senior Notes due October 5, 2020 | |||
PPN: | 703481 A*2 |
Due date and application (as among principal, interest or Make-Whole Amount) of the payment being made. | ||
Address/Fax for Notices Related to Payments | SEI Private Trust Co. 1 Freedom Valley Dr. | |
Oaks, PA 19456 | ||
Attn: William Seick | ||
484-676-2554 | ||
Address/Fax for All Other Notices | American National Insurance Company | |
2450 South Shore Blvd., Suite 400 | ||
League City, TX 77573 | ||
Attn: Anne Lemire | ||
281-538-4981 | ||
Instructions re: delivery of Note(s) | The Bank of New York | |
One Wall Street — 3rd Floor | ||
New York, NY 10286 | ||
Window A | ||
328655/SEIT-FBO Moody National Bank | ||
Tax Identification Number | 74-1484030 |
Schedule A-38
Schedule B-1
Schedule B-2
Schedule B-3
Schedule B-4
Schedule B-5
Schedule B-6
Schedule B-7
Schedule B-8
Schedule B-9
Schedule B-10
Schedule B-11
Schedule B-12
Schedule B-13
Schedule B-14
State of | ||||||
Incorporation | ||||||
or | ||||||
Name | Organization | Percent Owned | Owned by | |||
Ambar Lone Star Fluid Services LLC | Texas | 100% of the membership interests | Patterson-UTI Energy, Inc. | |||
Patterson Petroleum LLC | Texas | 100% of the membership interests | Patterson-UTI Energy, Inc. | |||
Patterson-UTI Drilling Canada Limited | Nova Scotia | 100% of the common shares | Patterson-UTI Drilling International, Inc. | |||
Patterson-UTI Drilling Company LLC | Texas | 100% of the membership interests | Patterson-UTI Energy, Inc. | |||
Patterson-UTI Drilling International, Inc. | Delaware | 100% of the common stock | Patterson-UTI Drilling Company LLC | |||
Patterson-UTI Management Services, LLC | Delaware | 100% of the membership interests | Patterson-UTI Energy, Inc. | |||
Universal Well Services, Inc. | Delaware | 100% of the common stock | Patterson-UTI Energy, Inc. | |||
Universal Pressure Pumping, Inc. | Delaware | 100% of the common stock | Patterson-UTI Energy, Inc. | |||
Universal Wireline, Inc. | Delaware | 100% of the common stock | Patterson-UTI Energy, Inc. |
Company Affiliates:
Directors and Senior Officers
1. | Kenneth N. Berns, Director and Senior Vice President | ||
2. | Charles O. Buckner, Director |
3. | Curtis W. Huff, Director | ||
4. | Terry H. Hunt, Director | ||
5. | Kenneth R. Peak, Director | ||
6. | Gregory W. Pipkin, Chief Accounting Officer and Assistant Secretary | ||
7. | Mark S. Siegel, Chairman of the Board | ||
8. | Cloyce A. Talbott, Director | ||
9. | John E. Vollmer III, Senior Vice President — Corporate Development, Chief Financial Officer and Treasurer | ||
10. | Douglas J. Wall, President and Chief Executive Officer | ||
11. | Seth D. Wexler, General Counsel and Secretary |
1. | The consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2010. | ||
2. | The unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2010, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2010. |
Type of | ||||||||||
Filing Number | Date Filed | Debtor(s) | Secured Party | Filing | Description of Collateral | |||||
07-0025091296* | 7/25/2007 | Patterson-UTI Energy, Inc. and Patterson-UTI Drilling Company LLC (as assumed name) | Lubbock National Bank Lubbock, TX | Financing Statement | WorkCentre copier leased by DivLend Equipment Leasing L.L.C. | |||||
83270631* | 7/3/2008 | Universal Well Services, Inc. | Cisco Systems Capital Corporation Wayne, PA | Financing Statement | Various Cisco IT, server and internet components | |||||
82887543* | 8/25/2008 | Patterson-UTI Energy, Inc. | Xerox Corporation Lewisville, TX | Financing Statement | Five Xerox copiers | |||||
93988604** | 12/14/2009 | Universal Well Services, Inc. | Kemper Valve & Fittings Corp. Wauconda, IL | Financing Statement | All goods manufactured by Kemper Valve & Fittings Corp. and delivered to or in possession of Universal Well Services, Inc., including, without limitation certain valves, unions and fittings. | |||||
100009968841 | 4/8/2010 | Patterson-UTI Drilling Company LLC | Associated Supply Company, Inc. Lubbock, TX | Financing Statement | One 2008 Model Link Belt 30 Ton Rough Terrain Crane and one 2003 Model Link Belt 50 Ton Rough Terrain Crane |
* | These financing statements are precautionary filings related to leased goods. | |
** | This financing statement is related to trade payables owing to this secured party with respect to which no amounts are more than 60 days past due. |
No. RA-[_____] | [Date] | |
$[_______] | PPN: 703481 A*2 |
Name:
Title:
2
Universal Well Services, Inc.
Patterson-UTI Management Services, LLC
Patterson Petroleum LLC
Patterson-UTI Drilling Company LLC
Universal Pressure Pumping, Inc.
Universal Wireline, Inc.
Page | ||||
Section 1Guaranty | 1 | |||
Section 2Obligations Absolute | 2 | |||
Section 3Waiver | 3 | |||
Section 4Obligations Unimpaired | 4 | |||
Section 5Subrogation and Subordination | 4 | |||
Section 6Reinstatement of Guaranty | 5 | |||
Section 7Rank of Guaranty | 6 | |||
Section 8Information Regarding the Company | 6 | |||
Section 9Term of Guaranty Agreement | 6 | |||
Section 10Survival of Representations and Warranties; Entire Agreement | 6 | |||
Section 11Amendment and Waiver | 7 | |||
Section 11.1 Requirements | 7 | |||
Section 11.2 Solicitation of Holders of Notes | 7 | |||
Section 11.3 Binding Effect | 7 | |||
Section 11.4 Notes Held By Company, Etc. | 7 | |||
Section 12Notices | 8 | |||
Section 13Miscellaneous | 8 | |||
Section 13.1 Successors and Assigns; Joinder | 8 | |||
Section 13.2 Severability | 8 | |||
Section 13.3 Construction | 8 | |||
Section 13.4 Further Assurances | 9 | |||
Section 13.5 Governing Law | 9 | |||
Section 13.6 Jurisdiction and Process; Waiver of Jury Trial | 9 | |||
Section 13.7 Reproduction of Documents; Execution | 10 |
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PATTERSON-UTI DRILLING INTERNATIONAL, INC. UNIVERSAL WELL SERVICES, INC. PATTERSON-UTI MANAGEMENT SERVICES, LLC PATTERSON PETROLEUM LLC PATTERSON-UTI DRILLING COMPANY LLC UNIVERSAL PRESSURE PUMPING, INC. UNIVERSAL WIRELINE, INC. | ||
By: | ||
Name: | ||
Title: |
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[Name of Guarantor] | ||||
By: | ||||
Name: Title: | ||||
[Notice Address for such Guarantor | ||||
] | ||||
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to the Company
1
Form 10-K for the year ended December 31, 2009 or Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, respectively, or (b) violate (i) any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority which is known by us to be applicable to Company or any Guarantor, (ii) any provision of any statute or other rule or regulation of any Governmental Authority applicable to Company or any Guarantor, or (iii) the corporate charter or by-laws, or any other similar governance instrument, of Company or any Guarantor, as the case may be.
2
to The Purchasers
ON ANNEX 1 HERETO
(1) | the representations and warranties of the Company, the Subsidiary Guarantors (as defined below) and the Purchasers set forth in the Purchase Agreement, and the other documents listed below; | ||
(2) | certificates of public officials and of certain officers of the Company and the Subsidiary Guarantors delivered in connection with the Closing and the Offeree Letter (defined below); |
(a) | the Purchase Agreement; |
Annex 1 attached hereto
October 5, 2010
Page 2
(b) | the Notes, each dated the date hereof, in the form of Exhibit 1.1 to the Purchase Agreement and registered in the names and in the respective principal amounts and with the respective registration numbers as set forth on Schedule A to the Purchase Agreement; | ||
(c) | the Guaranty Agreement executed by Patterson-UTI Drilling International, Inc., Universal Well Services, Inc., Patterson-UTI Management Services, LLC, Patterson Petroleum LLC, Patterson-UTI Drilling Company LLC, Universal Pressure Pumping, Inc., and Universal Wireline, Inc. (collectively, the “Subsidiary Guarantors” and together with the Company, collectively, the “Credit Parties”) in favor of each of the Purchasers; | ||
(d) | a certificate of a Senior Officer of the Company, dated the date hereof, certifying as to the matters set forth therein; | ||
(e) | a certificate of the Secretary of the Company, dated the date hereof, delivered pursuant to Section 4.3(b) of the Purchase Agreement certifying, among other things, that the attached certificate of incorporation and by-laws of the Company (the “Company’s Governing Documents”) and those certain resolutions passed by the Board of Directors of the Company authorizing participation in the transactions contemplated by the Transaction Documents (as hereinafter defined) to which it is a party, are true, complete and correct copies thereof and are in full force and effect, and as to the incumbency and specimen signatures of certain officers; | ||
(f) | a certificate of the Secretary of each Subsidiary Guarantor, dated the date hereof, delivered pursuant to Section 4.3(b) of the Purchase Agreement certifying, among other things, that the attached certificate of incorporation and bylaws or other governing documents of such Subsidiary Guarantor (the “Subsidiary Guarantors’ Governing Documents” and together with the Company’s Governing Documents, collectively, the “Governing Documents”) and those certain resolutions passed by the board of directors or other governing body of such Subsidiary Guarantor authorizing participation in the transactions contemplated by the Transaction Documents to which such Subsidiary Guarantor is a party, are true, complete and correct copies thereof and are in full |
Annex 1 attached hereto
October 5, 2010
Page 3
force and effect, and as to the incumbency and specimen signatures of certain officers; | |||
(g) | a letter addressed to the Company, Fulbright & Jaworski L.L.P. and Bingham McCutchen LLP from Wells Fargo Securities, LLC describing the manner of the offering of the Notes (the “Offeree Letter”); | ||
(h) | a Cross Receipt evidencing receipt of funds by the Company and receipt of the Notes by the Purchasers (the “Cross Receipt”); and | ||
(i) | the opinion of Fulbright & Jaworski L.L.P., special counsel to the Credit Parties, dated the date hereof and delivered to the Purchasers pursuant to paragraph 4.4(a) of the Purchase Agreement. |
Annex 1 attached hereto
October 5, 2010
Page 4
(a) | We have assumed without any independent investigation (i) that the execution, delivery and performance by each of the parties thereto of the Transaction Documents do not and will not conflict with, or result in a breach of, the terms, conditions or provisions of, or result in a violation of, or constitute a default or require any consent (other than such consents as have been duly obtained) under, any organizational document other than the Governing Documents of the Credit Parties (including, without limitation, applicable corporate charter documents and by-laws), any order, judgment, arbitration award or stipulation, or any agreement, to which any of such parties is a party or is subject or by which any of the properties or assets of any of such parties is bound, (ii) that the statements regarding delivery and receipt of documents and |
Annex 1 attached hereto
October 5, 2010
Page 5
funds referred to in the Cross Receipt between you and the Company are true and correct, and (iii) that the Transaction Documents are a valid and binding obligation of each party thereto to the extent that laws other than those of the State of New York are relevant thereto (other than the laws of the United States of America, but only to the limited extent the same may be applicable to the Credit Parties and relevant to our opinions expressed below). | |||
(b) | The enforcement of any obligations of any Person under any Transaction Document or otherwise may be limited by bankruptcy, insolvency, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and we express no opinion as to the status under any fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any Person under the Transaction Documents or otherwise. | ||
(c) | We express no opinion as to the availability of any specific or equitable relief of any kind. | ||
(d) | The enforcement of any of the Purchasers’ rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). | ||
(e) | We express no opinion as to the enforceability of any particular provision of any of the Transaction Documents relating to: |
(i) | waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue; | ||
(ii) | waivers of rights to (or methods of) service of process, or rights to trial by jury, or other rights or benefits bestowed by operation of law; | ||
(iii) | waivers of any applicable defenses, recoupments, or counterclaims; | ||
(iv) | exculpation or exoneration clauses, clauses relating to rights of indemnity or contribution, and clauses relating to releases or waivers of unmatured claims or rights; |
Annex 1 attached hereto
October 5, 2010
Page 6
(v) | waivers or variations of legal provisions or rights which are not capable of waiver or variation under applicable law; or |
(f) | We express no opinion as to the effect of suretyship defenses, or defenses in the nature thereof, with respect to the obligations of any guarantor, joint obligor, surety, accommodation party, or other secondary obligor. | ||
(g) | Our opinion in paragraph 3 below is based solely on a review of generally applicable laws of the State of New York and the United States of America and not on any search with respect to, or review of, any orders, decrees, judgments or other determinations specifically applicable to the Credit Parties. | ||
(h) | We express no opinion as to the effect of events occurring, circumstances arising or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware. |
1. | Each of the Transaction Documents to which a Credit Party is a party constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms. |
2. | The execution and delivery of each Transaction Document to which a Credit Party is a party, the issuance and sale of the Notes by the Company, and the performance by each Credit Party of its respective obligations under the Transaction Documents to which such Credit Party is a party will not constitute a violation of its respective Governing Documents. |
3. | No consents, approvals or authorizations of Governmental Authorities of the State of New York or the United States of America are required under the laws of the United States of America or the State of New York on behalf of (a) a Credit Party in connection with the execution, delivery and performance of each of the Transaction Documents to which such Credit Party is a party, and (b) the offer, issuance, sale and delivery of the Notes by the Company, on the date hereof. |
Annex 1 attached hereto
October 5, 2010
Page 7
4. | It is not necessary in connection with either (i) the offer and sale of the Notes delivered to you today under the circumstances contemplated by the Transaction Documents, or (ii) the issuance and delivery by the Subsidiary Guarantors of the Guaranty Agreement under the circumstances contemplated by the Transaction Documents, to register the offer and sale to you today of the Notes or the Guaranty Agreement under the Securities Act of 1933, as amended, or to qualify an indenture in respect of the issuance of the Notes under the Trust Indenture Act of 1939, as amended. |
5. | Each Chosen-Law Provision is enforceable in accordance with New York General Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in New York and applying New York choice of law principles. |
c/o Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
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c/o Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
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c/o Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
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c/o Prudential Capital Group
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c/o Prudential Capital Group
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c/o Prudential Capital Group
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730 Third Avenue
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Milwaukee, WI 53202
720 East Wisconsin Avenue
Milwaukee, WI 53202
c/o Aviva Investors North America, Inc.
699 Walnut Street, Suite 1800
Des Moines, IA 50309
PPM America, Inc.
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Chicago, IL 60606-1228
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P.O. Box 5160
Westport, Connecticut 06881-5160
7 Hanover Square
New York, NY 10004-2616
50 East North Temple, 15th Floor
Salt Lake City, UT 84150
c/o MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road
Madison, WI 53705-4456
c/o MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road
Madison, WI 53705-4456
c/o Allstate Investments LLC
3075 Sanders Road, STE G3A
Northbrook, IL 60062-7127
c/o Allstate Investments LLC
3075 Sanders Road, STE G3A
Northbrook, IL 60062-7127
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
1401 Livingston Lane
Jackson, MS 39213
1701 First Avenue
Rock Island, IL 61201
One Financial Way
Cincinnati, OH 45242
One Financial Way
Cincinnati, OH 45242
2450 South Shore Blvd., Suite 400
League City, TX 77573