AMENDMENT NO. 1 TO Note Purchase Agreement
Exhibit 10.1 Execution Version
AMENDMENT NO. 1 TO Note Purchase Agreement
This Amendment No. 1 to Note Purchase Agreement (“Amendment”), dated as of October 22, 2015, is by and among Xxxxxxxxx – UTI Energy, Inc., a Delaware corporation (“Company”), the subsidiaries of the Company party hereto (together with the Company, the “Credit Parties”), and the Noteholders (as defined below) party hereto.
RECITALS
A.Reference is hereby made to that certain (i) Note Purchase Agreement dated as of October 5, 2010 (the “Agreement”), among the Company and each of the holders of Notes (as defined therein) issued thereunder (the “Noteholders”), and (ii) Guaranty Agreement dated as of October 5, 2010, and delivered by the Guarantors signatory thereto (the “Guaranty Agreement”).
B.By amendment dated January 9, 2015 (the “2015 Bank Amendment”), the Company has amended its Credit Agreement, dated as of September 27, 2012, with Xxxxx Fargo Bank, N.A., as administrative agent, and the other lenders party thereto (as amended, the “2012 Credit Agreement”) for purposes of revising such facility’s (i) “Change of Control” definition, (ii) provisions related to guarantors under the 2012 Credit Agreement and (iii) certain other definitions, and in connection with the 2015 Bank Amendment, the Guarantors reaffirmed their respective guarantee obligations with respect to the 2012 Credit Agreement. The 2012 Credit Agreement is a “Principal Credit Facility” under and as defined in the Agreement.
C.Pursuant to Section 17 of the Agreement, the Company requests that the Noteholders make certain amendments to the Agreement as set forth below in order to conform certain provisions of the Agreement to the 2015 Bank Amendment, and otherwise as provided herein.
D.The Company further requests that the Noteholders acknowledge the release of Xxxxxxxxx-UTI Drilling International, Inc., a Delaware corporation (“Xxxxxxxxx International”), from its obligations under the Guaranty Agreement since it has been released and discharged of its obligations under the guarantee for the 2012 Credit Agreement, and it has no other obligations, direct or indirect, as a co-borrower, guarantor or otherwise, of any Indebtedness of the Company or its Subsidiaries under any Principal Credit Facility.
Now Therefore, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms; Interpretation and Provisions. As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Agreement, as amended hereby, and used herein without definition shall have the meaning assigned to such term in the Agreement, as amended hereby, unless expressly provided to the contrary. Article, Section, Schedule, and Exhibit references are to Articles and Sections of, and Schedules and
Exhibits to, this Amendment, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment. The term “including” means “including, without limitation”. Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Agreement.
Section 2.Amendments to Agreement.
§ 2.1Section 7.1(a) (Financial and Business Information – Quarterly Statements) of the Agreement is hereby amended by deleting its concluding proviso, which proviso is set forth as follows:
“, provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑Q if it shall have timely made such Form 10‑Q available on “XXXXX” and on its applicable website page as linked from its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxxx.xxx) and shall have given each Purchaser prior notice of such availability on XXXXX and through its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”)”
§ 2.2Section 7.1(b) (Financial and Business Information – Annual Statements) of the Agreement is hereby amended by deleting its concluding proviso, which proviso is set forth as follows:
“, provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof, in which event the Company shall separately deliver, concurrently with such Electronic Delivery, the Accountant’s Certificate”
§ 2.3Section 7.1(c) (Financial and Business Information – SEC and Other Reports) of the Agreement is hereby amended by deleting its concluding proviso, which proviso is set forth as follows:
“, provided that the Company shall be deemed to have made such delivery of the items provided for by this clause (c) if it shall have timely made Electronic Delivery (without regard to the notice requirement provided in such defined term) thereof”
§ 2.4Section 7.2 (Officer’s Certificate) of the Agreement is hereby amended by deleting, from its introductory clause, the parenthetical phrase as follows:
“(which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes)”
§ 2.5Section 7 (Information as to Company) of the Agreement is hereby amended by inserting the following new Section 7.5 (Electronic Delivery):
“Section 7.5Electronic Delivery.Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that
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are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:
(i)such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) (together with the related Accountant’s Certificate in the case of Section 7.1(b)) and the related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note at the e-mail address set forth in Schedule A for such holder or as communicated from time to time in a separate writing delivered to the Company;
(ii)the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on XXXXX and shall have made such form (together with the related Accountant’s Certificate in the case of Form 10-K) and the related Officer’s Certificate satisfying the requirements of Section 7.2 available via its home page on the internet (at the date of this Agreement located at: xxxx://xxx.xxxxxxxxx.xxx);
(iii)such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) (together with the related Accountant’s Certificate in the case of Section 7.1(b)) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or
(iv)the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on XXXXX and shall have made such items available via its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;
provided however, that in no case shall access to such financial statements (or Form 10-Q or Form 10-K), other information, Accountant’s Certificates and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of any of the materials described in this Section 7.5 or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.”
§ 2.6Section 9.8 (Additional Guarantors) of the Agreement is hereby amended by replacing in its entirety with the following:
“Section 9.8Additional Guarantors.
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(a)The Company will cause each Subsidiary or other entity that guarantees or becomes obligated with respect to the Indebtedness of the Company or any Subsidiary under any Principal Credit Facility to promptly (and in any event contemporaneously with such entity becoming a party to or obligated under a Principal Credit Facility (or such longer period of time as agreed to by the Required Holders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Supplement in the form of Exhibit A to the Guaranty Agreement (each a “Guaranty Joinder Agreement”). The Company shall give notice to each holder of Notes not less than 10 days prior to any such Subsidiary or other entity becoming party to or obligated under a Principal Credit Facility.
(b)In connection with clause (a) of this Section 9.8, the Company shall deliver to each holder of Notes, with respect to each new Guarantor to the extent applicable, proof of corporate or similar action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Credit Parties pursuant to Section 4 on the date of Closing and such other documents or agreements as the Required Holders may reasonably request.
(c)The holders of the Notes agree that a Guarantor shall be automatically released and discharged from its obligations under the Guaranty Agreement effective at the time the obligations of such Guarantor, whether direct or indirect, as a co-borrower, guarantor or otherwise, in respect of any Indebtedness of the Company or its Subsidiaries under all Principal Credit Facilities shall, at any time after the date of the Closing, be released and discharged by the holders of such Indebtedness, provided that:
(i)no Default or Event of Default is then continuing;
(ii)if in connection with the release and discharge of such Guarantor from its obligations with respect to the Indebtedness of the Company or any Subsidiary under any Principal Credit Facility, the Company, any Subsidiary or any other entity pays any consideration to the holders of such Indebtedness in consideration of such release and discharge, then the holders of Notes shall receive consideration on the same basis as (and substantially concurrently with) such other holders for such release and discharge; and
(iii)each holder of Notes shall have received a certificate of a Responsible Officer certifying that (A) the obligations of such Guarantor, whether direct or indirect, as a co-borrower, guarantor or otherwise, in respect of any Indebtedness of the Company or its Subsidiaries under all Principal Credit Facilities have been released and discharged (or will be released and discharged concurrently with the release and discharge of such Guarantor from the Guaranty Agreement), (B) immediately after giving effect to such release and discharge, no Default or Event of Default shall be continuing, (C) no amount is then due and payable by such
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Guarantor under the Guaranty Agreement and (D) the Company has met the condition described in clause (ii) of this proviso.
If any Person released and discharged as a Guarantor pursuant to this Section 9.8(c) shall at any time after such release and discharge become directly or indirectly liable for (whether by way of becoming a co-borrower, guarantor or otherwise), all or any part of the Indebtedness of the Company or its Subsidiaries under any Principal Credit Facility, the Company will cause such Person contemporaneously with entering into any such Guarantee or incurring such liability to execute and deliver to the holders of the Notes, (1) a Guaranty Joinder Agreement, and (2) proof of corporate or similar action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Credit Parties pursuant to Section 4 on the date of Closing and such other documents or agreements as the Required Holders may reasonably request.
(d)In connection with the release and discharge contemplated by clause (c) of this Section 9.8, and in each such instance, the holders of the Notes shall, within 30 days of receipt of a written request of the Company, take such action and execute such documents as the Company, such Subsidiary or entity shall reasonably request to evidence such release and discharge of such Subsidiary’s or entity’s obligations under the Guaranty Agreement, all at the expense of the Company.”
§ 2.7Section 10.2 (Merger, Consolidation, Etc.) of the Agreement is hereby amended by deleting the phrase “except as permitted by clause (i) of Section 9.8(c)”, which phrase appears as the concluding phrase of the concluding paragraph of such Section 10.2, and inserting, in lieu thereof, the phrase as follows:
“unless, in the case of the conveyance, transfer, sale or lease of all or substantially all of the assets of a Guarantor, such Guarantor is released and discharged from its obligations under the Guaranty Agreement in accordance with Section 9.8(c) in connection with, or immediately following, such conveyance, transfer, sale or lease.”
§ 2.8Section 18 (Notices) of the Agreement is hereby amended by inserting, as the opening phrase of its introductory clause, the phrase as follows:
“Except to the extent otherwise provided in Section 7.5,”
§ 2.9Section 20 (Confidential Information) of the Agreement is hereby amended by inserting the following new paragraph at the end of such Section:
“In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be
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amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.”
§ 2.10Schedule A (Information Relating to Purchasers) of the Agreement is hereby amended and restated in its entirety as set forth on Schedule A hereto.
§ 2.11Schedule B, (Defined Terms) of the Agreement is hereby amended by replacing the defined term for “Change of Control” in its entirety with the following:
"Change of Control" means an event or series of events by which:
(a)any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire (such right, an "option right"), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
(b)during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
(c)any Person or two or more Persons acting in concert shall have acquired, by contract or otherwise, the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
§ 2.12Schedule B, (Defined Terms) of the Agreement is hereby amended by deleting the defined term for “Electronic Delivery”.
Section 3.Credit Parties’ Representations and Warranties. The Company acknowledges, represents, warrants and agrees as to itself and all other Credit Parties, and each other Credit Party acknowledges, represents, warrants and agrees as to itself, that: (i) the execution, delivery and performance of this Amendment are within the corporate or limited
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liability company power and authority of such Credit Party, as the case may be, and have been duly authorized by appropriate corporate and limited liability company action and proceedings; (ii) this Amendment constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (iii) there are no governmental consents, licenses and approvals required to be made or obtained by it in connection with its execution, delivery, performance, validity and enforceability of this Amendment; (iv) no Defaults or Events of Default exist; (v) no Credit Party and no Subsidiary of any Credit Party has paid or has agreed to pay (directly or indirectly) any fee, remuneration or other consideration in favor of or for the benefit of any agent or lender under any Principal Credit Facility in connection with any amendments thereto substantially similar to those being made to the Agreement hereunder and (vi) Xxxxxxxxx International has been released from all of its obligations under and in respect of the 2012 Credit Agreement, and (as of the date hereof) has no obligations, whether direct or indirect, as a co-borrower, guarantor or otherwise, with respect to any Indebtedness of the Company or any Subsidiary under any Principal Credit Facility, and (A) at the time Xxxxxxxxx International was released from such obligations under and in respect of the 2012 Credit Agreement, no Default or Event of Default was continuing and (B) no consideration was paid in exchange for such release.
Section 4.Conditions to Effectiveness. The amendments provided in Section 2 and the acknowledgment of the release of Xxxxxxxxx International under Section 7 shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Effective Date”):
(a)the Credit Parties and the Required Holders shall have executed and delivered this Amendment;
(b)the representations and warranties set forth in Section 3 shall be true and correct on such date in all respects;
(c)the Company shall have delivered to the Noteholders a fully executed copy of that certain Amendment No. 1 to Note Purchase Agreement, dated as of the date hereof, by and among the Credit Parties and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of June 14, 2012, and such amendment to be in form and substance satisfactory to the Required Holders, and the conditions to the effectiveness thereof shall have been satisfied or waived; and
(d)the Company shall have paid the fees, costs and expenses of Xxxxxx, Xxxxx & Bockius LLP, special counsel to the Noteholders, in accordance with the terms of Section 8 of this Amendment, to the extent provided with an invoice therefor.
Section 5.Acknowledgments and Agreements.
(a)Each Credit Party acknowledges that on the date hereof all of its outstanding obligations under the Financing Documents are payable in accordance with their terms, and each Credit Party waives any defense, offset, counterclaim or recoupment with respect thereto. Each Noteholder hereby expressly reserves all of its rights, remedies, and claims under the Financing
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Documents. Nothing in this Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Financing Documents, (ii) any of the agreements, terms or conditions contained in any of the Financing Documents, (iii) any rights or remedies of any Noteholder with respect to the Financing Documents, or (iv) the rights of any Noteholder to collect the full amounts owing to them under the Financing Documents.
(b)The Agreement, as amended hereby, is adopted, ratified and confirmed and is and remains in full force and effect, and the Company and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Agreement, as amended hereby, and the Guaranty Agreement are not impaired in any respect by this Amendment.
(c)From and after the Effective Date, all references to the Agreement and the Financing Documents shall mean the Agreement and such Financing Documents as amended by this Amendment.
(d)This Amendment is a Financing Document for the purposes of the provisions of the other Financing Documents.
Section 6.Reaffirmation of and Amendment to the Guaranty Agreement. Each Guarantor party hereto (which, for the avoidance of doubt, excludes Xxxxxxxxx International) hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty Agreement) as such Guaranteed Obligations may have been amended by this Amendment, and its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty Agreement, in connection with the execution and delivery of amendments, consents or waivers to the Agreement or any of the other Financing Documents.
Section 7.Release from Guaranty Agreement. The Noteholders acknowledge the release and discharge of Xxxxxxxxx International from all obligations and liabilities under the Guaranty Agreement. The foregoing is an acknowledgment of a release and discharge of Xxxxxxxxx International only, and nothing in this Amendment shall be construed to be a release, or an acknowledgment of a release, of any obligations of the Company, any other Guarantor or any other Person under the Agreement or any other Financing Document to, or for the any Noteholder. Furthermore, nothing in this Amendment shall be deemed or construed to in any manner be a permanent release and discharge of Xxxxxxxxx International from hereafter being required timely to become, and the Company from being required to cause Xxxxxxxxx International hereafter timely to become, a Guarantor pursuant to the terms of the Agreement, as amended and in effect, whether for failure to qualify as an Excluded Subsidiary (as defined in Agreement, as amended hereby) or otherwise.
Section 8Fees and Expenses. Without in any way limiting the obligations of the Company to pay the fees and expenses of the Noteholders in compliance with Section 15.1 of the Agreement, the Company agrees that it shall pay all of the Noteholders’ costs and expenses,
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including, without limitation, all attorneys’ fees incurred by the Noteholders, in connection with the preparation, negotiation, and execution of this Amendment.
Section 9.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the requisite parties hereto. This Amendment may be executed by facsimile signature or other electronic imaging means, and all such signatures shall be effective as originals.
Section 10.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of (i) the parties hereto and their respective successors and permitted assigns (including, without limitation, any subsequent holder of any Note) and (ii) for the avoidance of doubt, all holders of Notes and each future holder of any Note, as provided in Section 17.3 of the Agreement, whether so expressed or not.
Section 11.Severability. Any provision of this Amendment, or the Agreement as amended by this Amendment, that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
Section 12.Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.
Section 13.Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
[Signature pages follow]
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Exhibit 10.1 Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized effective as of the Effective Date.
BORROWER:
XXXXXXXXX-UTI ENERGY, INC.
By: /s/ Xxxx X. Xxxxxxx III
Xxxx X. Xxxxxxx III
Senior Vice President—Corporate
Development, Chief Financial Officer and
Treasurer
GUARANTORS:
XXXXXXXXX PETROLEUM LLC
XXXXXXXXX-UTI DRILLING COMPANY LLC
XXXXXXXXX-UTI MANAGEMENT SERVICES, LLC
UNIVERSAL WELL SERVICES, INC.
UNIVERSAL PRESSURE PUMPING, INC.
Each by: /s/ Xxxx X. Xxxxxxx III
Xxxx X. Xxxxxxx III
Senior Vice President—Corporate
Development, Chief Financial Officer and
Treasurer
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
This Agreement is hereby
accepted and agreed to as
of the date thereof.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxx Xxxxxxxx
Vice President
GIBRALTAR LIFE INSURANCE CO., LTD.
By:Prudential Investment Management Japan
Co., Ltd., as Investment Manager
By:Prudential Investment Management, Inc.,
as Sub-Adviser
By: /s/ Xxxxx Xxxxxxxx
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/ Xxxxx Xxxxxxxx
Vice President
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PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY
By:Prudential Investment Management, Inc.,
as investment manager
By: /s/ Xxxxx Xxxxxxxx
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/ Xxxxx Xxxxxxxx
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/ Xxxxx Xxxxxxxx
Vice President
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Exhibit 10.1 Execution Version
COMFORT TRUST
By:Prudential Arizona Reinsurance Universal
Company, as Grantor
By:Prudential Investment Management, Inc.,
as Investment Manager
By: /s/ Xxxxx Xxxxxxxx
Vice President
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: /s/ Ho Xxxxx Xxx
Name: Ho Xxxxx Xxx
Title:Managing Director
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:Northwestern Mutual Investment Management Company, LLC,
Its investment advisor
By: /s/ Xxxxxx Xxxxx
Its: Managing Director
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
By:Northwestern Mutual Investment Management Company, LLC,
Its investment advisor
By: /s/ Xxxxxx Xxxxx
Its: Authorized Representative
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
ATHENE ANNUITY AND LIFE COMPANY
(f/k/a Aviva Life and Annuity Company)
By:Athene Asset Management, L.P., its investment adviser
By:AAM GP Ltd., its general partner
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Senior Vice President, Fixed Income
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By:PPM America, Inc., as attorney in fact,
on behalf of Xxxxxxx National Life Insurance Company
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:Assistant Treasurer
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx Xxxxxxx
Name:Xxxxx Xxxxxxx
Title:Managing Director
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
ENSIGN PEAK ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxx
Name:Xxxxxxx X. Xxxx
Title:Head of Credit Research
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
CMFG LIFE INSURANCE COMPANY
CUMIS INSURANCE SOCIETY, INC.
By:MEMBERS Capital Advisors, Inc., acting as Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxx
Name:Xxxxx X. Xxxxxxxx
Title:Managing Director, Investments
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
Name:Xxxxx Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
Name:Xxxxx X. Xxxxxxx
Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ Xxxxx Xxxxxxx
Name:Xxxxx Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
Name:Xxxxx X. Xxxxxxx
Authorized Signatories
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
AMERITAS LIFE INSURANCE CORP.
AMERITAS LIFE INSURANCE CORP., successor by merger
to The Union Central Life Insurance Company and Acacia Life Insurance Company
Ameritas Life Insurance Corp. of New York, successor by merger to
First Ameritas Life Insurance Corp. of New York
By:Ameritas Investment Partners, Inc., as Agent
By: /s/ Xxxx Xxxxx
Name:Xxxx Xxxxx
Title:Vice President & Managing Director
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title:Senior Portfolio Manager
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
MODERN WOODMEN OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Group Head - Private Placements
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
Exhibit 10.1 Execution Version
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title:Vice President
OHIO NATIONAL LIFE ASSURANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title:Vice President
[Signature Page to Amendment No. 1 to 2010 Note Purchase Agreement - Xxxxxxxxx-UTI Energy, Inc.]
AMERICAN NATIONAL INSURANCE COMPANY (anico)
By: /s/ Xxxx X. XxXxxx
Name:Xxxx X. XxXxxx
Title:Senior Vice President
Signature page to Amendment No. 1 to Note Purchase Agreement
(Xxxxxxxxx-UTI Energy, Inc.)
Information Relating To Purchasers
|
Purchaser Name |
THE GIBRALTAR LIFE INSURANCE CO., LTD. |
|
Name in Which to Register Note(s) |
THE GIBRALTAR LIFE INSURANCE CO., LTD. |
|
Registration number(s); principal amount(s) |
RA-1; $16,081,000
|
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
XXXxxxxx Xxxxx Xxxx0 Xxx Xxxx, XX ABA No.: 000-000-000 Account Name: GIBPRVJAFS1 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. 000-000-000 Account No. 304199036 Account Name: Prudential International Insurance Service Company Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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. |
|
|
|
1 |
If Borrower's account is with JPMorgan Chase, use the following wiring instructions: |
|
JPMorgan Xxxxx Xxxx Xxx Xxxx |
|
Xxx Xxxx, XX |
|
ABA No.: 000-000-000 |
|
Account No.: 000-0000-000 |
|
Account Name: North American Insurance |
|
FFC: P86246 (please do not include spaces) |
|
FFC Account Name: GIBPRVJAFS1 |
Schedule A-1
Schedule A-2
|
THE GIBRALTAR LIFE INSURANCE CO., LTD. |
|
|
Name in Which to Register Note(s) |
THE GIBRALTAR LIFE INSURANCE CO., LTD. |
|
Registration number(s); principal amount(s) |
RA-2; $5,379,000 |
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
XXXxxxxx Xxxxx Xxxx0 Xxx Xxxx, XX ABA No.: 000-000-000 Account Name: GIBPRVHFR2 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. 000-000-000 Account No. 304199036 Account Name: Prudential International Insurance Service Company Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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. |
|
|
|
2 |
If Borrower's account is with JPMorgan Chase, use the following wiring instructions: |
|
JPMorgan Xxxxx Xxxx Xxx Xxxx |
|
Xxx Xxxx, XX |
|
ABA No.: 000-000-000 |
|
Account No.: 000-0000-000 |
|
Account Name: North American Insurance |
|
FFC: P86406 (please do not include spaces) |
|
FFC Account Name: GIBPRVHFR2 |
Schedule A-3
Schedule A-4
|
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
Account Information
|
Federal Funds Wire Transfer
XXXxxxxx Xxxxx Xxxx0 Xxx Xxxx, XX ABA No.: 000-000-000 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:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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/Email for Notices Related Solely to Scheduled Principal and Interest Payments |
Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: PIM Private Accounting Processing Team Email: Xxx.Xxxxxxx.Xxxxxxxxxx.Xxxxxxxxxx.Xxxx@xxxxxxxxxx.xxx |
|
Address/Fax for All Notices |
Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: Managing Director, Energy Finance Group - Oil & Gas E-mail: xxx.xxxxxx@xxxxxxxxxx.xxx |
|
|
|
3 |
If Borrower's account is with JPMorgan Chase, use the following wiring instructions: |
|
JPMorgan Xxxxx Xxxx Xxx Xxxx |
|
Xxx Xxxx, XX |
|
ABA No.: 000-000-000 |
|
Account No.: 000-0000-000 |
|
Account Name: North American Insurance |
|
FFC: P86329 |
|
FFC Account Name: PRIAC |
Schedule A-5
|
Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 |
|
|
Tax Identification Number |
00-0000000 |
Schedule A-6
|
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
Account Information
|
Federal Funds Wire Transfer
XXXxxxxx Xxxxx Xxxx0 Xxx Xxxx, XX ABA No.: 000-000-000 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. 000-000-000 Account No. 304199036 Account Name: Prudential International Insurance Service Co. Ref: “Accompanying Information” below
|
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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. |
|
|
|
4 |
If Borrower's account is with JPMorgan Chase, use the following wiring instructions: |
|
JPMorgan Xxxxx Xxxx Xxx Xxxx |
|
Xxx Xxxx, XX |
|
ABA No.: 000-000-000 |
|
Account No.: 000-0000-000 |
|
Account Name: North American Insurance |
|
FFC: P86291 |
|
FFC Account Name: The Prudential Life Insurance Company, Ltd. |
Schedule A-7
Schedule A-8
|
Purchaser Name |
PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST |
|
Name in Which to Register Note(s) |
PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST |
|
Registration number(s); principal amount(s) |
RA-5; $7,500,000 |
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
BONY Mellon 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA: 000-000-000 Account Name: BNY Mellon Transfer Funds Reconcilement Account Number: GLA 111-565 FFC: 248386 PAR U Hartford Life & Annuity Comfort Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Notices Related Solely to Scheduled Principal and Interest Payments |
PAR U Hartford Life & Annuity Comfort Trust c/o Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: PIM Private Accounting Processing Team Email: Xxx.Xxxxxxx.Xxxxxxxxxx.Xxxxxxxxxx.Xxxx@xxxxxxxxxx.xxx |
|
Address/Fax for All Notices |
Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: Managing Director, Energy Finance Group - Oil & Gas E-mail: xxx.xxxxxx@xxxxxxxxxx.xxx |
|
Instructions re: Delivery of Notes |
Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 |
|
Tax Identification Number |
00-0000000 |
Schedule A-9
|
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
XXXxxxxx Xxxxx Xxxx0 Xxx Xxxx, XX ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (do not include spaces) Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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/Email for Notices Related Solely to Scheduled Principal and Interest Payments |
The Prudential Insurance Company of America c/o Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: PIM Private Accounting Processing Team Email: Xxx.Xxxxxxx.Xxxxxxxxxx.Xxxxxxxxxx.Xxxx@xxxxxxxxxx.xxx |
|
Address/Fax for All Notices |
The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: Managing Director, Energy Finance Group - Oil & Gas E-mail: xxx.xxxxxx@xxxxxxxxxx.xxx |
|
|
|
5 |
If Borrower's account is with JPMorgan Chase, use the following wiring instructions: |
|
JPMorgan Xxxxx Xxxx Xxx Xxxx |
|
Xxx Xxxx, XX |
|
ABA No.: 000-000-000 |
|
Account No.: 000-0000-000 |
|
Account Name: North American Insurance |
|
FFC: P86188 (do not include spaces) |
|
FFC Account Name: Prudential Managed Portfolio |
Schedule A-10
|
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA |
|
|
Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 |
|
|
Tax Identification Number |
00-0000000 |
Schedule A-11
|
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.: 000000000 Account Name: Physicians Mutual Insurance Company Account No.: 26-98845 Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Notices Related Solely to Scheduled Principal and Interest Payments |
Physicians Mutual Insurance Company 0000 Xxxxx Xxxxxx Xxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Fax: (000) 000-0000 |
|
Address/Fax for All Notices |
Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: Managing Director, Energy Finance Group - Oil & Gas E-mail: xxx.xxxxxx@xxxxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
The Northern Trust Company of New York Harborside Financial Xxxxxx 00, Xxxxx 0000 0 Xxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxx Xxxx & Xxxx Xxxx Re: Physicians Mutual Insurance Company-Prudential; Account Number: 26-98845
With a copy to:
Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxx – Trade Management |
|
Tax Identification Number |
00-0000000 |
Schedule A-12
|
BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA |
|
|
Name in Which to Register Note(s) |
XXXX & CO. |
|
Registration number(s); principal amount(s) |
RA-8; $1,500,000 |
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
JPMorgan Chase Bank, N.A. ABA No. 000000000 Account 9009002859 - Income Wire Account (2) F/F/C G14027 BCBS of Minnesota Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Notices Related Solely to Scheduled Principal and Interest Payments |
Blue Cross and Blue Shield of Minnesota 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxx, XX 00000-0000 Attention: Xxxx E.Q. Xxxxx, XX, Treasury & CIO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 |
|
Address/Fax for All Notices |
Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: Managing Director, Energy Finance Group - Oil & Gas E-mail: xxx.xxxxxx@xxxxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
JPMorgan Chase Bank, N.A. 0 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Re: Blue Cross & Blue Shield of Minnesota; Account Number: G14027
With a copy to:
Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxx – Trade Management |
|
Tax Identification Number |
00-0000000 |
Schedule A-13
|
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# 000-000-000 Account #: 000-0-000000 Account Name: TIAA For further credit to: Account # G07040 Ref: “Accompanying information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Securities Accounting Division Phone: 000-000-0000 Email: xxxxxxxxx@xxxx-xxxx.xxx or xxxxxx@xxxx-xxxx.xxx
With a copy to: JPMorgan Chase Bank, N.A. X.X. Xxx 00000 Xxxxxx, XX 00000
And:
Teachers Insurance and Annuity Association of America 0000 Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 Attn: Global Private Markets Tel:000-000-0000 (Ho Xxxxx Xxx) 704- 988-1000 (General Number) Email: xxxx@xxxx-xxxx.xxx |
|
Address/Fax for All Other Notices |
Teachers Insurance and Annuity Association of America 0000 Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 Attn: Global Private Markets Tel:000-000-0000 (Ho Xxxxx Xxx) 704- 988-1000 (General Number) Email: xxxx@xxxx-xxxx.xxx |
Schedule A-14
|
Purchaser Name |
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA |
|
JPMorgan Chase Bank, N.A. 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attn: Physical Receive Dept. For TIAA A/C# G07040 |
|
|
Tax Identification Number |
00-0000000 |
Schedule A-15
|
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY |
|
|
Name in Which to Register Note(s) |
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY |
|
RA-10; $45,000,000 |
|
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
US Bank 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 ABA #000000000 For the account of: Northwestern Mutual Life Account No. 182380324521 Ref: “Accompanying information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Treasury & Investment Operations Email: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx |
|
Address/Fax for All Other Notices |
The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Securities Department Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxx, Esq. |
|
Tax Identification Number |
00-0000000 |
Schedule A-16
|
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 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 ABA #000000000 For the account of: Northwestern Mutual Life-GASA Account No. 182380324018 Ref: “Accompanying information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Investment Operations Email: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx |
|
Address/Fax for All Other Notices |
The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Securities Department Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxx, Esq. |
|
Tax Identification Number |
00-0000000 |
Schedule A-17
|
ATHENE ANNUITY AND LIFE COMPANY |
|
|
Name in Which to Register Note(s) |
XXXXXXX & CO F/B/O ATHENE ANNUITY AND LIFE COMPANY |
|
Registration number(s); principal amount(s) |
RA-12; $28,000,000 |
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
Citibank NA ABA number: 000000000 Concentration A/C#: 00000000 FFC Account #: 214450 Account Name: Athene Annuity and Life Co – Annuity Citi’s SWIFT address: XXXXXX00 Ref: "Accompanying Information" below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 for all Notices, including Financials, Compliance and Requests |
PREFERRED REMITTANCE: xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx
Athene Annuity and Life Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 0000 Xxxxx Xxxxx Xxxxxxx Xxxx Xxx Xxxxxx, XX 00000 |
|
Instructions re: delivery of Notes |
Citibank NA Attn: Xxxxx Xxxxx 000 Xxxx Xxx Xxxxx X Xxxxx Xxx Xxxx, XX 00000 A/C Number: 214450 |
|
Tax Identification Number |
00-0000000 (Athene Annuity and Life Company) |
Schedule A-18
|
ATHENE ANNUITY AND LIFE COMPANY |
|
|
Name in Which to Register Note(s) |
XXXXXXX & CO F/B/O ATHENE ANNUITY AND LIFE COMPANY |
|
Registration number(s); principal amount(s) |
RA-13; $7,000,000 |
|
Payment on Account of Note(s)
Method
Account Information
|
Federal Funds Wire Transfer
Citibank NA ABA number: 000000000 Concentration A/C#: 00000000 FFC Account #: 214601 Account Name: Athene Annuity and Life Co PPS Citi’s SWIFT address: XXXXXX00
Ref: "Accompanying Information" below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 for all Notices, including Financials, Compliance and Requests |
PREFERRED REMITTANCE: xxxxxxxxxxxxxxxxx@xxxxxxXX.xxx
Athene Annuity and Life Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 0000 Xxxxx Xxxxx Xxxxxxx Xxxx Xxx Xxxxxx, XX 00000 |
|
Instructions re: delivery of Notes |
Citibank NA Attn: Xxxxx Xxxxx 000 Xxxx Xxx Xxxxx X Xxxxx Xxx Xxxx, XX 00000 A/C Number: 214601 |
|
Tax Identification Number |
00-0000000 (Athene Annuity and Life Company) |
Schedule A-19
|
XXXXXXX NATIONAL LIFE INSURANCE COMPANY |
|
|
Name in Which to Register Note(s) |
XXXXXXX 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 Mellon ABA # 000-000-000 BNF Account #: IOC566 Ref: 187242, CUSIP / PPN, Description, and Breakdown (P&I) Ref: “Accompanying information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 |
Xxxxxxx National Life Insurance Company X/X Xxx Xxxx xx Xxx Xxxx Xxxxxx Attn: X&X Xxxxxxxxxx X. X. Xxx 00000 Xxxxxx, Xxx Xxxxxx 00000 Phone: (000) 000-0000, Fax: (000) 000-0000 |
|
Address/Fax for All Other Notices |
PPM America, Inc. 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000-0000 Attn: Private Placements –Xxxxx Xxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxxxxxxx.xxx Email: XXXXXxxxxxxXxxxxxxxx@xxxxxxxxxx.xxx
With copies of Financial Information also to:
Xxxxxxx National Life Insurance Company Xxx Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Attn: Investment Accounting – Xxxx Xxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 |
|
Instructions re: delivery of Note(s) |
The Depository Trust Company 000 Xxxxxxxxxx Xxxx - 0xx xxxxx Xxxxxx Xxxx, XX 00000 Attn: BNY Mellon/Branch Deposit Department Ref: 187242 |
|
Tax Identification Number |
00-0000000 |
Schedule A-20
|
XXXXXXX NATIONAL LIFE INSURANCE COMPANY |
|
|
Name in Which to Register Note(s) |
XXXXXXX 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 Mellon ABA # 000-000-000 BNF Account #: IOC566 Ref: 187244, CUSIP / PPN, Description, and Breakdown (P&I) Ref: “Accompanying information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 |
Xxxxxxx National Life Insurance Company X/X Xxx Xxxx xx Xxx Xxxx Xxxxxx Attn: X&X Xxxxxxxxxx X. X. Xxx 00000 Xxxxxx, Xxx Xxxxxx 00000 Phone: (000) 000-0000, Fax: (000) 000-0000 |
|
Address/Fax for All Other Notices |
PPM America, Inc. 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000-0000 Attn: Private Placements –Xxxxx Xxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxxxxxxx.xxx Email: XXXXXxxxxxxXxxxxxxxx@xxxxxxxxxx.xxx
With copies of Financial Information also to:
Xxxxxxx National Life Insurance Company Xxx Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Attn: Investment Accounting – Xxxx Xxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 |
|
Instructions re: delivery of Note(s) |
The Depository Trust Company 000 Xxxxxxxxxx Xxxx - 0xx xxxxx Xxxxxx Xxxx, XX 00000 Attn: BNY Mellon/Branch Deposit Department – Xxxxxxx Xxxxxxx (000) 000-0000 Reference: 187244 (very important) |
|
Tax Identification Number |
00-0000000 |
Schedule A-21
|
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., LLC The Bank of New York Mellon ABA #: 000000000 SWIFT Code: BSDTUS33 BNY Mellon Account No.: AZAF6700422 DDA 0000125261 Cost Center 1253 Re: “Accompanying Information” below For Credit to Portfolio Account: AZL Special Investments AZAF6700422 Attn: Xxxxxx Xxxxxxxx |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Investment Management Attn: Private Placements 00 Xxxxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Phone: 000-000-0000 Email: xxx@xxxxxxxxxxx.xxx
With a copy to: Xxxxx Xxxx Supervisor – Income Group The Bank of New York Mellon Three Mellon Center – Room 153-1818 Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Phone: 000-000-0000 Email: xxxxx.xxxx@xxxxxxxxx.xxx |
|
Address/Fax for All Other Notices |
Allianz Life Insurance Company of North America c/o Allianz Investment Management Attn: Private Placements 00 Xxxxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Phone: 000-000-0000 Email: xxx@xxxxxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
The Depository Trust Company 000 Xxxxxxxxxx Xxxx. – 0xx Xxx. Xxxxxx Xxxx, XX 00000 Attn: BNY Mellon / Branch Deposit Department For Credit to: Allianz Life Insurance Company of North America, AZL Special Investments AZAF6700422 |
Schedule A-22
Schedule A-23
|
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
Account Information
|
Funds Wire Transfer
XX Xxxxxx Xxxxx ABA #000000000 Chase/NYC/CTR/BNF A/C 000-0-000000 Reference A/C #G05978, Guardian Life, and “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 0 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxx Xxxxxxx Investment Department 9-A FAX # (000) 000-0000/2656 Email: xxxxx_xxxxxxx@xxxx.xxx |
|
Instructions re: delivery of Notes |
XX Xxxxxx Xxxxx Bank 4 Chase Metrotech Center - 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Reference A/C #G05978, Guardian Life |
|
Tax Identification Number |
00-0000000 |
Schedule A-24
|
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
Account Information
|
Funds Wire Transfer
Zions First National Bank ABA 000000000 Acct # 00-00000-0 Acct Name: Ensign Peak Advisors Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Notices Related to Payments |
Ensign Peak Advisors, Inc. 00 Xxxx Xxxxx Xxxxxx, Xxxx 0000 Xxxx Xxxx Xxxx, XX 00000 Attention: Custody Email: xxxxxxx@xxxxxxxxxx.xxx Phone: 000-000-0000 |
|
Address/Fax for All Other Notices |
Ensign Peak Advisors, Inc. 00 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxx, Xxxx 00000 Attention: Xxxxxxx X. Xxxx Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
Ensign Peak Advisors, Inc. 00 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxx, Xxxx 00000 Attention: Xxxx Xxxxxxxxx |
|
Tax Identification Number |
00-0000000
|
Schedule A-25
|
CMFG LIFE INSURANCE COMPANY |
|
|
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
Account Information
|
Federal Funds Wire Transfer
State Street Bank ABA #00000000 Account Name: CMFG Life Insurance Company DDA#: 0000-000-0 Reference Fund #ZT1E and “Accompanying information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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: XX-XXXXXXXXXXXXXXXXX@XXXXXXXXXX.XXX
CMFG Life Insurance Company c/o MEMBERS Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000-0000 Attn:Private Placements |
|
Instructions re Delivery of Note(s) |
State Street Bank DTC Newport Office Center 000 Xxxxxxxxxx Xxxx 0xx Xxxxx/XX Window Attn: Xxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000
Ref: ZT1E / Turnkeys + CO |
|
Tax Identification Number |
00-0000000 |
Schedule A-26
|
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
Account Information
|
Federal Funds Wire Transfer
State Street Bank ABA #00000000 Account Name: CUMIS Insurance Society, Inc. DDA#: 0000-000-0 Reference Fund #ZT1i and “Accompanying information” below |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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: XX-XXXXXXXXXXXXXXXXX@XXXXXXXXXX.XXX
CUMIS Insurance Society, Inc. c/o MEMBERS Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000-0000 Attn:Private Placements |
|
Instructions re: delivery of Notes |
State Street Bank DTC Newport Office Center 000 Xxxxxxxxxx Xxxx 0xx Xxxxx/XX Window Attn: Xxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000
Ref: ZT1i / Turnjetty + CO |
|
Tax Identification Number |
00-0000000 |
Schedule A-27
|
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
Account Information
|
Federal Funds Wire Transfer
Citibank ABA #: 000000000 Account Name: Allstate Life Insurance Company Collection Account - PP Account #: 00000000 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:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Investments LLC Investment Operations - Private Placements 0000 Xxxxxxx Xxxx, XXX X0 Xxxxxxxxxx, XX 00000-0000 Tel: (000) 000-0000 Private Placements E-Mail: XxxXxxXxxxxxxxxxx@xxxxxxxx.xxx |
|
Address / Fax # for all other notices |
Allstate Investments LLC Private Placements Department 0000 Xxxxxxx Xxxx, XXX X0 Xxxxxxxxxx, XX 00000-0000 Tel: (000) 000-0000 E-Mail: XxxxxxxXxxxxxxxxx@xxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
Citibank N.A. 000 Xxxx Xxxxxx Xxxxx X Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx For Allstate Life Insurance Company/Safekeeping Account No. 846622 |
|
Tax Identification Number |
00-0000000 |
Schedule A-28
|
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
Account Information
|
Federal Funds Wire Transfer
Citibank ABA #: 000000000 Account Name: Allstate Life Insurance Company of New York Collection Account Account #: 00000000 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:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Investments LLC Investment Operations - Private Placements 0000 Xxxxxxx Xxxx, XXX X0 Xxxxxxxxxx, XX 00000-0000 Tel: (000) 000-0000 Private Placements E-Mail: XxxXxxXxxxxxxxxxx@xxxxxxxx.xxx |
|
Address / Fax # for all other notices |
Allstate Investments LLC Private Placements Department 0000 Xxxxxxx Xxxx, XXX X0 Xxxxxxxxxx, XX 00000-0000 Tel: (000) 000-0000 E-Mail: XxxxxxxXxxxxxxxxx@xxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
Citibank N.A. 000 Xxxx Xxxxxx Xxxxx X Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx For Allstate Life Insurance Company of New York/Safekeeping Account No. 846690 |
|
Tax Identification Number |
00-0000000 |
Schedule A-29
|
THE UNION CENTRAL LIFE INSURANCE COMPANY |
|
|
Name in Which to Register Note(s) |
XXXX & 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
Account Information
|
Federal Funds Wire Transfer
JPMorgan Chase Bank ABA #000-000-000 DDA Clearing Account: 9009002859 Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 0000 Xxxxxxxx Xx Xxxxxxxxxx, XX 00000 ATTN: Xxxxx Xxxxxxx Fax#: (000) 000-0000 |
|
Address/Fax for All Other Notices |
The Union Central Life Insurance Company c/o Ameritas Investment Partners, Inc. ATTN: Private Placements 000 Xxxxx Xxxxxx Xxxx. Xxxxxxx, XX 00000
Contacts:Xxx Xxxx Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxx.Xxxx@Xxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attn: Physical Receive Department Ref: Account P72228, The Union Central Life Insurance Company cc: Xxx Xxxx |
|
Tax Identification Number |
00-0000000 (Union Central) 00-0000000 (Xxxx & Co.) |
Schedule A-30
|
AMERITAS LIFE INSURANCE CORP. |
|
|
Name in Which to Register Note(s) |
XXXX & 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
Account Information
|
Bank Wire Transfer of Federal or Other Immediately Available Funds
JPMorgan Chase Bank ABA #000-000-000 DDA Clearing Account: 9009002859 Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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. 0000 Xxxxxxxx Xx Xxxxxxxxxx, XX 00000 ATTN: Xxxxx Xxxxxxx Fax #: (000) 000-0000 |
|
Address/Fax for All Other Notices |
Ameritas Life Insurance Corp. c/o Ameritas Investment Partners, Inc. ATTN: Private Placements 000 Xxxxx Xxxxxx Xxxx. Xxxxxxx, XX 00000
Contacts:Xxx Xxxx Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxx.Xxxx@Xxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
JPMorgan Chase Bank, N.A. 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attn: Physical Receive Department Ref: Account P72220, Ameritas Life Insurance Corp. cc:Xxx Xxxx |
|
Tax Identification Number |
00-0000000 (Ameritas) 00-0000000 (Xxxx & Co.) |
Schedule A-31
|
ACACIA LIFE INSURANCE COMPANY |
|
|
Name in Which to Register Note(s) |
XXXX & 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
Account Information
|
Bank Wire Transfer of Federal or Other Immediately Available Funds
JPMorgan Chase Bank ABA #000-000-000 DDA Clearing Account: 9009002859 Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 0000 Xxxxxxxx Xx Xxxxxxxxxx, XX 00000 ATTN: Xxxxx Xxxxxxx Fax #: (000) 000-0000 |
|
Address/Fax for All Other Notices |
Acacia Life Insurance Company c/o Ameritas Investment Partners, Inc. ATTN: Private Placements 000 Xxxxx Xxxxxx Xxxx. Xxxxxxx, XX 00000
Contacts:Xxx Xxxx Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxx.Xxxx@Xxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
JPMorgan Chase Bank, N.A. 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attn: Physical Receive Department Ref: Account P72216, Acacia Life Insurance Company cc:Xxx Xxxx |
|
Tax Identification Number |
53-022880 (Acacia) 00-0000000 (Xxxx & Co.) |
Schedule A-32
|
FIRST AMERITAS LIFE INSURANCE CORP. OF NEW YORK |
|
|
Name in Which to Register Note(s) |
XXXX & 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
Account Information
|
Bank Wire Transfer of Federal or Other Immediately Available Funds
JPMorgan Chase Bank ABA #000-000-000 DDA Clearing Account: 9009002859 Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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. of New York c/o Ameritas Life Insurance Corp. 0000 Xxxxxxxx Xx Xxxxxxxxxx, XX 00000 ATTN: Xxxxx Xxxxxxx Fax#: (000) 000-0000 |
|
Address/Fax for All Other Notices |
Ameritas Life Insurance Corp. of New York c/o Ameritas Investment Partners, Inc. ATTN: Private Placements 000 Xxxxx Xxxxxx Xxxx. Xxxxxxx, XX 00000
Contacts:Xxx Xxxx Tel: 000-000-0000 Fax: 000-000-0000 Email: Xxx.Xxxx@Xxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
JPMorgan Chase Bank, N.A. 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attn: Physical Receive Department Ref: Account P72225, Ameritas Life Insurance Corp. of New York |
|
Tax Identification Number |
00-0000000 (Ameritas of New York) 00-0000000 (Xxxx & Co.) |
Schedule A-33
|
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 Xxxxxx, XX 00000 ABA #: 000000000 For further credit to: Account Name:Southern Farm Bureau Life Insurance Company Acct. No.:59848127 Reference:EQ83 Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 0000 Xxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Attn: Securities Management XxxxxxxXxxxxxxxxx@xxxxx.xxx |
|
Address/Fax for All Other Notices |
Southern Farm Bureau Life Insurance Company P. O. Xxx 00 Xxxxxxx, XX 00000 Attn: Securities Management XxxxxxxXxxxxxxxxx@xxxxx.xxx
or by overnight delivery to:
Southern Farm Bureau Life Insurance Company 0000 Xxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Attn: Securities Management |
|
Instructions re: delivery of Note(s) |
Southern Farm Bureau Life Insurance Company 0000 Xxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxx xxxxxxxx@xxxxx.xxx |
|
Tax Identification Number |
00-0000000 |
Schedule A-1
|
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 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 ABA # 000-000-000 Account Name:Modern Woodmen of America Account #:84352 Ref: “Accompanying Information” below |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 Attn: Investment Accounting Department |
|
Address/Fax for All Other Notices |
Modern Woodmen of America 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 Attn: Investment Department |
|
Instructions re: delivery of Note(s) |
Modern Woodmen of America 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 Attn:Xxxx Xxxxxxx |
|
Tax Identification Number |
00-0000000 |
Schedule A-2
|
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
Account Information
|
Federal Funds Wire Transfer
U.S. Bank N.A. 0xx & Xxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 ABA #042-000013 For credit to The Ohio National Life Insurance Company Account No. 000-000-0 Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Xxx Xxxxxxxxx Xxx Xxxxxxxxxx, XX 00000 Attention: Investment Department Fax: 000-000-0000 With a copy to: XxxxxxxXxxxxxxxxx@XxxxXxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
The Ohio National Life Insurance Company |
|
Tax Identification Number |
00-0000000 |
Schedule A-3
|
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
Account Information
|
Federal Funds Wire Transfer
U.S. Bank N.A. 0xx & Xxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 ABA #042-000013 For credit to Ohio National Life Assurance Corporation Account No. 000-000-0 Ref: “Accompanying Information” below. |
|
Accompanying Information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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 Xxx Xxxxxxxxx Xxx Xxxxxxxxxx, XX 00000 Attention: Investment Department Fax: 000-000-0000 With a copy to: XxxxxxxXxxxxxxxxx@XxxxXxxxxxxx.xxx |
|
Instructions re: delivery of Notes |
The Ohio National Life Insurance Company |
|
Tax Identification Number |
00-0000000 |
Schedule A-4
|
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
Account Information
|
Federal Funds Wire Transfer
SEI Private Trust Co. 0 Xxxxxxx Xxxxxx Xx. Xxxx, XX 00000 ABA #000000000 Sub Account: 1050 Account Name: American National Insurance Company Account Number: 328655 FFC to: Xxxxx National Bank Trust Account: 1856063500 Ref: “Accompanying Information” below |
|
Accompanying information |
Name of Issuer:XXXXXXXXX-UTI ENERGY, INC.
Description of4.97% Series A Senior Notes due Security: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. 0 Xxxxxxx Xxxxxx Xx. Xxxx, XX 00000 Attn: Xxxxxxx Xxxxx 000-000-0000 |
|
Address/Fax for All Other Notices |
American National Insurance Company 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000 Xxxxxx Xxxx, XX 00000 Attn: Xxxx Xxxxxx 000-000-0000 Email: xxxx.xxxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxx.xxxxx@xxxxxxxxxxxxxxxx.xxx |
|
Instructions re: delivery of Note(s) |
The Bank of New York Xxx Xxxx Xxxxxx - 0xx Xxxxx Xxx Xxxx, XX 00000 Window A 328655/SEIT-FBO Xxxxx National Bank |
|
Tax Identification Number |
00-0000000 |
Schedule A-5
