Note: Certain identified information has been excluded from this exhibit because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
Exhibit 10.1
EXECUTION VERSION
Note: Certain identified information has been excluded from this exhibit because such information (i) is
not material and (ii) would be competitively harmful if publicly disclosed.
 |
Dated 6 October 2023
Amendment and Restatement Agreement
in respect of
(1) a Revolving Facility Agreement originally dated 1 October 2021 (and as amended
pursuant to an amendment agreement dated 18 May 2022); and
(2) an Intercreditor Agreement dated 1 October 2021
between
as Parent
The companies listed herein
as Borrowers and/or Guarantors
DNB (UK) Limited
as Bookrunning Mandated Lead Arranger
DNB Bank ASA, London Branch
as Agent and as Security Agent
and others
White & Case LLP
0 Xxx Xxxxx Xxxxxx
London EC2N 1DW
Table of Contents
| Page | ||
|
1. |
Definitions and Interpretation |
2 |
|
2. |
Restatement of the Revolving Facility Agreement |
3 |
|
3. |
Restatement of the Intercreditor Agreement |
3 |
|
4. |
Confirmations |
3 |
|
5. |
Representations and Warranties |
4 |
|
6. |
Conditions Subsequent |
4 |
|
7. |
ESG Amendments |
4 |
|
8. |
Reorganisation |
5 |
|
9. |
Re-denomination |
5 |
|
10. |
Arrangement Fees |
6 |
|
11. |
Costs and Expenses |
6 |
|
12. |
Incorporation of Terms |
6 |
|
13. |
Counterparts |
6 |
|
14. |
Governing Law |
7 |
|
15. |
Enforcement |
7 |
|
Schedule 1 |
The Parties |
8 |
|
Part 1 |
The Obligors |
8 |
|
Part 2 |
The Lenders |
11 |
|
Schedule 2 |
Conditions Precedent |
12 |
|
Part 1 |
Conditions Precedent |
12 |
|
Part 2 |
Transaction Security Documents - Security Confirmations |
16 |
|
Part 3 |
Transaction Security Documents – Conditions Subsequent |
19 |
|
Schedule 3 |
HSBC Rolled Guarantees and L/Cs |
21 |
|
Schedule 4 |
The Amended and Restated Revolving Facility Agreement |
22 |
|
Schedule 5 |
The Amended and Restated Intercreditor Agreement |
23 |
This Agreement is dated 6 October 2023 and made between:
|
(1) |
Expro Group Holdings N.V. (the “Parent”), a company incorporated and existing under the laws of the Netherlands with registered number 34241787; |
|
(2) |
The companies listed in Part 1 of Schedule 1 (The Parties) as borrowers (the “Borrowers”) (the “Borrower”); |
|
(3) |
The companies listed in Part 1 of Schedule 1 (The Parties) as guarantors (together with the Parent, the “Guarantors”); |
|
(4) |
DNB Bank ASA, London Branch (the “Agent” and “Senior Agent”) on behalf of itself and as agent on behalf of the other Finance Parties; |
|
(5) |
DNB Bank ASA, London Branch (the “Security Agent”); |
|
(6) |
The financial institutions listed in Part 2 of Schedule 1 (The Parties) as lenders (the “Lenders”); and |
|
(7) |
DNB Bank ASA, London Branch as fronting bank (the “Original Fronting Bank”); |
|
(8) |
DNB Bank ASA, London Branch as coordinator (the “Coordinator”); |
|
(9) |
DNB (UK) Limited as bookrunning mandated lead arranger (the “Bookrunning Mandated Lead Arranger”); |
|
(10) |
DNB (UK) Limited and HSBC UK Bank plc as bookrunners and mandated lead arrangers (the “Bookrunners and Mandated Lead Arrangers”); |
|
(11) |
The Royal Bank of Scotland plc and Xxxxx Fargo Bank, National Association as mandated lead arrangers (the “Mandated Lead Arrangers”); |
|
(12) |
Royal Bank of Canada as arranger (the “Arranger”); and |
|
(13) |
HSBC UK Bank plc as ancillary lender (the “Ancillary Lender”). |
Whereas:
|
(A) |
Reference is made to the revolving facility agreement originally dated 1 October 2021 (the “Original Revolving Facility Agreement”) between, among others, the Parent, the Borrowers, the Guarantors, the Agent, DNB (UK) Limited as arranger, the Security Agent and the Lenders (as defined therein) as amended pursuant to an amendment agreement dated 18 May 2022, and as amended, restated, supplemented, varied or extended from time to time (the “Revolving Facility Agreement”). |
|
(B) |
Reference is made to the intercreditor agreement originally dated 1 October 2021 (the between, among others, the Parent, Exploration and Production Services (Holdings) Limited and Expro Holdings US Inc. as companies, the Senior Agent, the Senior Lenders (as named therein), the Security Agent and the Original Debtors (as defined therein) as amended, restated, supplemented, varied or extended from time to time (the “Intercreditor Agreement”). |
|
(C) |
The parties wish to amend and restate the Revolving Facility Agreement and the Intercreditor Agreement on the terms and subject to the conditions set out in this Agreement. |
|
(D) |
Pursuant to clause 27.4(a) (Effectiveness) of the Intercreditor Agreement, the Security Agent is authorised to effect, on behalf of any Senior Creditor, any amendment, waiver or consent permitted by clause 27 (Consents, Amendments and Override) of the Intercreditor Agreement; and having received the requisite consent for the amendments contemplated by this Agreement, the Security Agent is authorised and instructed to execute this Agreement on behalf of the Senior Creditors. |
|
(E) |
It is intended that this Agreement takes effect as a deed notwithstanding the fact that a party may only execute this Agreement under hand. |
It is agreed as follows:
|
1. |
Definitions and Interpretation |
|
1.1 |
Interpretation |
|
(a) |
Save as defined in this Agreement, words and expressions defined in the Revolving Facility Agreement or the Intercreditor Agreement (as applicable) shall have the same meanings in this Agreement. |
|
(b) |
Clauses 1.2 (Construction) and 1.4 (Third Party Rights) of the Revolving Facility Agreement shall be deemed to be incorporated into this Agreement save that references in the Revolving Facility Agreement to “this Agreement” shall be construed as references to this Agreement. |
|
1.2 |
Definitions |
In this Agreement the following expressions shall have the following meanings:
“Amended and Restated Intercreditor Agreement” means the amended and restated Revolving Facility Agreement in the form set out in Schedule 5 (The Amended and Restated Intercreditor Agreement).
“Amended and Restated Revolving Facility Agreement” means the amended and restated Revolving Facility Agreement in the form set out in Schedule 4 (The Amended and Restated Revolving Facility Agreement).
“Arrangement Fee Letter” means the letter dated on or prior to the Effective Date between the Lenders and the Parent setting out the fee referred to in Clause 10 (Arrangement Fees).
“Effective Date” means the later of the date of this Agreement and the date on which the Agent confirms in writing to the Parent that it has received all of the documents and other evidence listed in Part 1 and Part 2 of Schedule 2 (Conditions Precedent), in each case, in form and substance satisfactory to it, or such later date agreed by the Parent and the Agent (acting on the instructions of all Lenders).
“Existing Incremental Facility” means the Incremental Facility established pursuant to an Incremental Facility Notice dated 21 July 2022 between Expro Group Holdings N.V. as Parent, DNB Bank ASA, London Branch as Agent and Security Agent, and HSBC UK Bank plc as Incremental Facility Lender (as defined therein).
“Hungarian Security Documents” means the Transaction Security Documents governed by the laws of Hungary and as listed in Part 3 of Schedule 2 (Conditions Precedent) of this Agreement.
“Norwegian Security Documents” means the Transaction Security Documents governed by the laws of Norway and as listed in Part 3 of Schedule 2 (Conditions Precedent) of this Agreement.
|
2. |
Restatement of the Revolving Facility Agreement |
|
2.1 |
Pursuant to the terms of the Revolving Facility Agreement, each Party consents to the amendments to the Revolving Facility Agreement contemplated by this Agreement. |
|
2.2 |
With effect from the Effective Date, the Revolving Facility Agreement shall be amended and restated on the terms set out in the Amended and Restated Revolving Facility Agreement. |
|
2.3 |
Each of the Obligors agrees and acknowledges that, save as amended and restated by this Agreement, the Revolving Facility Agreement and each Finance Document to which it is a party shall continue in full force and effect. |
|
2.4 |
If the Effective Date shall not have occurred by 31 October 2023, this Agreement shall lapse and shall cease to have any effect other than Clause 11 (Costs and Expenses) which shall remain in full force and effect. |
|
2.5 |
The Parent and the Agent designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of “Finance Document” in the Revolving Facility Agreement. |
|
3. |
Restatement of the Intercreditor Agreement |
|
3.1 |
Pursuant to the terms of the Intercreditor Agreement, each of the Agent, the Lenders and the Security Agent consents to the amendments to the Intercreditor Agreement contemplated by this Agreement. |
|
3.2 |
With effect from the Effective Date, the Intercreditor Agreement shall be amended and restated on the terms set out in the Amended and Restated Intercreditor Agreement. |
|
3.3 |
Each of the Obligors agrees and acknowledges that, save as amended and restated by this Agreement, the Intercreditor Agreement and each Finance Document to which it is a party shall continue in full force and effect. |
|
4. |
Confirmations |
|
4.1 |
Each of the Obligors confirms that the guarantee and indemnity contained in clause 23 (Guarantee and Indemnity) of the Revolving Facility Agreement and/or each Finance Document to which it is a party shall, after giving effect to the amendments effected by this Agreement (including any increase to the Commitments thereunder), on and after the Effective Date: |
|
(a) |
continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Amended and Restated Revolving Facility Agreement and the other Finance Documents (as amended and restated from time to time); and |
|
(b) |
continue to constitute legal, valid and binding obligations of the Guarantors enforceable in accordance with their terms. |
|
4.2 |
Each Obligor confirms that after giving effect to the amendments effected by this Agreement (including any increase to the Commitments thereunder), each of the security interests created under any Transaction Security Documents: |
|
(a) |
continue in full force and effect as security for the payment or discharge of all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the relevant Obligor to the Secured Parties under the Finance Documents (including, without limitation, the Amended and Restated Revolving Facility Agreement). |
|
(b) |
continue to constitute legal, valid and binding obligations of the relevant Obligors enforceable in accordance with their terms. |
|
4.3 |
Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. |
|
5. |
Representations and Warranties |
|
5.1 |
Each Obligor jointly and severally, in each case, on the date of execution of this Agreement and the Effective Date: |
|
(a) |
makes the Repeating Representations as if references to “this Agreement” in those Repeating Representations were references to this Agreement; |
|
(b) |
represents and warrants that (i) its unaudited consolidated financial statements for the first and second Financial Quarter of 2023 included in the lender presentation titled “Expro $250m Refinancing Lender Information Pack” and forward guidance titled “Expro Group Holdings N.V. Q3 2023 – 2023-2026 Outlook (Bank Case)” provided on or prior to the date of this Agreement (the “Lender Presentation”) fairly presents in all material respects its consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate, and (ii) all other factual information contained in the Lender Presentation is true and accurate in all material respects, in each case as at the date of the Lender Presentation; and |
|
(c) |
represents and warrants that all forecasts and projections included in the Lender Presentation (i) were arrived at after careful consideration, (ii) were prepared in good faith on the basis of recent historical information, and (iii) were prepared on the basis of assumption which were reasonable on the date of the Lender Presentation. |
|
6. |
Conditions Subsequent |
The Parent shall procure that within 30 days of the date of this Agreement, each relevant Obligor shall enter into security confirmation agreements and/or supplemental security agreements relating to the Hungarian Security Documents and the Norwegian Security Documents and deliver to the Agent all documents and other evidence set out in Part 3 of Schedule 2 (Conditions Precedent) of this Agreement.
|
7. |
ESG Amendments |
|
7.1 |
The Parent shall on or prior to the date falling six Months after the date of this Agreement, by written notice to the Agent, request to make certain amendments to the Amended and Restated Revolving Facility Agreement (including, without limitation, introducing key performance indicators, performance targets and adjustment mechanics in relation to the Margin, appointing a sustainability coordinator and a third-party verifier) (the “Proposed ESG Terms”). For the avoidance of doubt, the Parties contemplate that the Proposed ESG Terms shall include a minimum of three key performance indicators and related performance targets (howsoever described)). |
|
7.2 |
Upon the Parent notifying the Agent pursuant to paragraph (a) above, the Parent, the Agent and all Lenders shall enter into negotiations, for a period not exceeding six Months from the date the notification was provided pursuant to paragraph (a) above, in good faith with a view to agreeing such Proposed ESG Terms and any other amendments as may be necessary to implement the Proposed ESG Terms. |
|
7.3 |
Notwithstanding paragraph (b) above, any amendments or adjustment mechanics in relation to the Margin will require the consent of all Lenders. |
|
7.4 |
No Party may refer to this Agreement as a sustainability-linked loan agreement in public communications until amendments to implement sustainability-linked measures satisfactory to the Parent and all Lenders have been made to the Amended and Restated Revolving Facility Agreement |
|
8. |
Reorganisation |
|
8.1 |
The Parent intends to effect the solvent liquidation or reorganisation of Xxxxx’s International LP B.V., a company incorporated and existing under the laws of the Netherlands with registered number 50802070 (the “Dutch Borrower”) pursuant to paragraph (d) of the definition of “Permitted Transaction” of the Amended and Restated Revolving Facility Agreement (the “Reorganisation”). |
|
8.2 |
The Parent hereby confirms that any payments, shares or assets distributed as a result of the liquidation or reorganisation of the Dutch Borrower will be distributed to Obligors and if any share or other assets are subject to Transaction Security, substantially equivalent Security will be granted over such shares or assets of the recipient such that they form part of the Transaction Security. |
|
8.3 |
The Parent hereby agrees that such Reorganisation shall only take place following the Agent’s acceptance of the resignation of the Dutch Borrower pursuant to clause 33.3 (Resignation of a Borrower) of the Amended and Restated Revolving Facility Agreement. |
|
9. |
Re-denomination |
|
9.1 |
On the Effective Date, Exploration and Production Services (Holdings) Limited as Borrower shall repay the USD 50,000,000 Facility A Loan (such loan the “Maturing Loan”) and, on a simultaneous basis, the Lenders under Facility A shall make available to Exploration and Production Services (Holdings) Limited as Borrower a USD 50,000,000 Loan (with each Lender’s participation in such new Loan being equal to the proportion borne by its Available Commitments in Facility A (as amended and reallocated in accordance with clause 9.3 below) to the Total Facility A Commitments) with an Interest Period of one Month (such loan the “New Loan”). Such New Loan shall be treated as having been applied in repayment in full of the Maturing Loan. |
|
9.2 |
On the Effective Date, the Borrower shall pay to the Agent (for the account of each Lender in their respective proportions immediately prior to the Effective Date): |
|
(a) |
all accrued Interest in relation to the Maturing Loan; |
|
(b) |
all unpaid commitment fees with regards to Facility A and Facility B; |
|
(c) |
all unpaid utilisations fees with regards to Facility A; |
|
(d) |
all unpaid Letter of Credit Fees with regards to Facility B; and |
|
(e) |
all unpaid fees and interest with regards to the HSBC Incremental Facility. |
|
9.3 |
With effect from the Effective Date, the Commitments of the Lenders shall be reallocated as set out in Part 2 of Schedule 1 (The Lenders) and for the avoidance of doubt, each Lender’s L/C Proportion under Facility B shall be adjusted accordingly. |
|
9.4 |
With effect from the Effective Date, the Existing Incremental Facility Commitments of HSBC UK Bank plc shall be deemed reallocated in accordance with clause 9.3 above. In accordance with clause 8 (Ancillary Facilities) of the Amended and Restated Revolving Facility Agreement, and with effect from the Effective Date, in replacement of the Existing Incremental Facility HSBC UK Bank plc shall make available a USD 20,000,000 Ancillary Facility utilising its Facility B Commitments (the “HSBC Ancillary Facility”). |
|
9.5 |
Schedule 3 (HSBC Rolled Guarantees and L/Cs) contains a schedule of guarantees/letters of credit together with any other trade instrument issued by HSBC UK Bank plc as Incremental Facility Lender (as defined in the Existing Incremental Facility) under the Existing Incremental Facility and outstanding on the Effective Date but not listed here (the “HSBC Rolled Guarantees and L/Cs”). Subject to the terms of the Amended and Restated Revolving Facility Agreement and the terms of the HSBC Ancillary Facility, each of these HSBC Rolled Guarantees and L/Cs, to the extent outstanding on the Effective Date and without further action by the Parent, shall be: |
|
(a) |
continued as a guarantee/letter of credit or other trade instrument (as relevant) under the terms of the HSBC Ancillary Facility; |
|
(b) |
deemed to be a guarantee/letter of credit or other trade instrument (as relevant) for the purposes of the HSBC Ancillary Facility; and |
|
(c) |
subject to and governed by the terms and conditions of the HSBC Ancillary Facility. |
All liabilities of the Borrowers with respect of such HSBC Rolled Guarantees and L/Cs shall constitute liabilities under the HSBC Ancillary Facility.
|
10. |
Arrangement Fees |
The Parent shall pay or shall procure payment to the Agent for the Lenders of an arrangement fee in the amount and at the times set out in the Arrangement Fee Letter.
|
11. |
Costs and Expenses |
The provisions of clause 23 (Costs and Expenses) of the Revolving Facility Agreement and clause 22.2 (Amendment Costs) of the Intercreditor Agreement shall apply to this Agreement as if it were expressly set out in this Agreement with the necessary changes being made and with each reference in the Revolving Facility Agreement or the Intercreditor Agreement (as applicable) to “this Agreement” being construed as references to this Agreement.
|
12. |
Incorporation of Terms |
The terms of clauses 37 (Notices), 39 (Partial Invalidity), 40 (Remedies and Waivers), 49 (Bail-In) and 50 (QFC) of the Revolving Facility Agreement and clauses 25 (Notices), 26.1 (Partial Invalidity) and 26.3 (Remedies and Waivers) of the Intercreditor Agreement shall be deemed to be incorporated into this Agreement save that references in the Revolving Facility Agreement or the Intercreditor Agreement (as applicable) to “this Agreement” shall be construed as references to this Agreement.
|
13. |
Counterparts |
This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
|
14. |
Governing Law |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
|
15. |
Enforcement |
|
15.1 |
(a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”). |
|
(b) |
The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. |
|
15.2 |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales): |
|
(a) |
irrevocably appoints the Expro Holdings UK 2 Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document (and Expro Holdings UK 2 Limited by its execution of this Agreement, accepts that appointment); and |
|
(b) |
agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned. |
|
15.3 |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Parent (on behalf of all the Obligors) must immediately (and in any event within ten days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose. |
This Agreement has been entered into on the date stated at the beginning of this Agreement and executed as a deed by the Parent, the Borrowers and the Guarantors and is intended to be and is delivered by them as a deed on the date specified above.
Schedule 1
The Parties
Part 1 The Obligors
|
Name of Borrower |
Registration number (or equivalent, if any) and Jurisdiction |
|
|
Exploration and Production Services (Holdings) Limited |
01461021, England & Wales |
|
|
Expro Holdings US Inc. |
4605061, Delaware, United States |
|
|
Xxxxx’s International LP B.V. |
50802070, Netherlands |
|
Name of Guarantor |
Registration number (or equivalent, if any) and Jurisdiction |
|
|
New Eagle Holdings Limited |
MC-371142, Cayman Islands |
|
|
New Eagle 2 Limited |
OC-377521, Cayman Islands |
|
|
Expro Gulf Limited |
HE 15042, Cyprus |
|
|
Expro US Xxxxx LLC |
5573515, Delaware, United States |
|
|
Expro Holdings US Inc. |
4605061, Delaware, United States |
|
|
Expro US Holdings, LLC |
3760286, Delaware, United States |
|
|
Expro Americas, LLC |
4373590, Delaware, United States |
|
|
Blackhawk Group Holdings, LLC |
5350507, Delaware, United States |
|
|
Frank’s International GP, LLC |
5516366, Delaware, United States |
|
|
Xxxxx’s International, LP |
5559788, Delaware, United States |
|
|
Exploration and Production Services (Holdings) Limited |
01461021, England and Wales |
|
|
Expro Holdings UK 2 Limited |
06491951, England and Wales |
|
|
Expro Holdings UK 3 Limited |
06492082, England and Wales |
|
|
Expro Holdings UK 4 Limited |
06417368, England and Wales |
|
|
Expro International Group Limited |
02688814, England and Wales |
|
|
Expro Resources Limited |
06557795, England and Wales |
|
|
Expro Benelux Limited |
06530966, England and Wales |
|
|
Expro Eurasia Limited |
05043555, England and Wales |
|
|
Expro North Sea Limited |
01108011, England and Wales |
|
|
Expro International Limited |
0000, Xxxxxxxx |
|
|
Xxxxx’s International Hungary Kft |
Cg. 00-00-000000, Hungary |
|
|
34241787, Netherlands |
||
|
Expro International B.V. |
37070672, Netherlands |
|
|
Expro Worldwide B.V. |
34207328, Netherlands |
|
|
Xxxxx’s International LP B.V. |
50802070, Netherlands |
|
|
Xxxxx’s International Partners B.V. |
70213631, Netherlands |
|
|
Xxxxx’s International Management B.V. |
50802275, Netherlands |
|
|
Xxxxx’s International C.V. |
58482067, Netherlands |
|
|
Expro Holdings Norway AS |
991 954 023, Norway |
|
|
Petrotech AS |
978 612 024, Norway |
|
Name of Guarantor |
Registration number (or equivalent, if any) and Jurisdiction |
|
|
Expro Norway AS |
986 962 832, Norway |
|
|
Expro Holdings Australia 1 Pty Ltd |
34 132 095 517, State of Victoria, Commonwealth of Australia |
|
|
Expro Holdings Australia 2 Pty Ltd |
38 132 095 535, State of Victoria, Commonwealth of Australia |
|
|
Expro Group Australia Pty Ltd |
76 067 618 982, State of Western Australia, Commonwealth of Australia |
|
|
Frank’s International, LLC |
0801824624, Texas, United States |
|
|
Expro LP B.V. |
88306038, Netherlands |
|
|
Expro US GP, LLC |
7153536, Delaware, United States |
Part 2 The Lenders
|
Name of Lender |
Facility A Commitment (USD) |
Facility B Commitment (USD) |
Incremental Facility (USD) |
Status (Non-Acceptab le L/C Lender: Yes/No) |
Treaty Passport scheme reference number and jurisdiction of tax residence (if applicable) |
||||||||
|
DNB (UK) Limited |
40,000,000 | 20,000,000 | - |
No |
N/A | ||||||||
|
JPMorgan Chase Bank, N.A., London Branch |
20,000,000 | 10,000,000 | - |
No |
N/A | ||||||||
|
Royal Bank of Canada |
20,000,000 | 10,000,000 | - |
No |
N/A | ||||||||
|
Xxxxx Fargo Bank, National Association |
23,333,333 | 11,666,667 | - |
No |
N/A | ||||||||
|
HSBC UK Bank plc |
40,000,000 | 20,000,000 | - |
No |
N/A | ||||||||
|
The Royal Bank of Scotland plc |
23,333,333 | 11,666,667 | - |
No |
N/A | ||||||||
|
TOTAL |
166,666,666 | 83,333,334 | - |
Schedule 2
Conditions Precedent
Part 1 Conditions Precedent
|
1. |
Obligors |
|
(a) |
A copy (and, in relation to an Obligor incorporated in Cyprus, a Certified Copy, and in relation to an Obligor incorporated in the United States, certified charter documents) of the constitutional documents and corporate certificate, as applicable, of each Obligor (including in respect of each Obligor (i) incorporated under Netherlands law, the deed of incorporation (oprichtingsakte), the latest articles of association (statuten) and an original extract (uittreksel) from the Netherlands Commercial Register and (ii) incorporated in the United States, bylaws, operating agreements and limited partnership agreements or any equivalent document. |
|
(b) |
If required, a copy of a resolution of the board or, if applicable, a committee of the board of directors of each Obligor: |
|
(i) |
approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; |
|
(ii) |
authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and |
|
(iii) |
authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. |
|
(c) |
In the case of any Australian Obligor, an extract of minutes of a meeting of directors of that Australian Obligor: |
|
(i) |
acknowledging that the directors are acting for a proper purpose and that its entry into and the performance of each Finance Document (to which it is a party) is in its best interests, and for its commercial benefit and acknowledging that the relevant Australian Obligor was solvent at the time of deciding to commit to entering into each Finance Document (to which it is a party) and there are no grounds for suspecting that it will not continue to be solvent after entering into and performing its obligations under each Finance Document (to which it is a party); |
|
(ii) |
confirming that the execution of each Finance Document (to which it is a party) is for a proper purpose reasonably connected with the actual or potential business of the Australian Obligor, and in accordance with the Australian Obligor’s constitution; and |
|
(iii) |
confirming that its execution of the Finance Documents (to which it is a party) would not cause it or any other person to contravene Chapter 2E or Part 2J.3 of the Corporations Act (subject to the provision of financial assistance being approved by shareholders under section 260B of the Corporations Act and all other requirements under section 260B having been complied with). |
|
(d) |
A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents. |
|
(e) |
If required, a copy (and, in relation to a Guarantor incorporated in the Cayman Islands, a Certified Copy) of a resolution signed by all the holders of the issued shares in each Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantor is a party. |
|
(f) |
If applicable and necessary under local law a copy of a resolution of the board of directors of each corporate shareholder of each Guarantor approving the terms of the resolution referred to in paragraph (e) above. |
|
(g) |
A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Obligor to be exceeded. |
|
(h) |
A certificate of an authorised signatory of the Parent and each Obligor certifying that each copy document relating to it specified in this part 1 of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement. |
|
(i) |
In respect of an Obligor incorporated in Cyprus: |
|
(i) |
a Certified Copy of the corporate register of such Obligor, including (A) register of members; (B) register of directors and secretaries; and (C) register of mortgages, charges and debentures; |
|
(ii) |
an original good standing certificate issued in respect of such Obligor, dated no earlier than fifteen days before the date of this Agreement; |
|
(iii) |
an original solvency (no winding-up) certificate issued in respect of such Obligor, dated no earlier than fifteen days before the date of this Agreement; and |
|
(iv) |
an original incumbency certificate issued by such Obligor on the date of this Agreement, in a form satisfactory to the Agent. |
|
(j) |
In respect of an Obligor incorporated in the Cayman Islands: |
|
(i) |
a Certified Copy of the statutory registers of such Obligor, including (A) register of members; (B) register of directors and officers; and (C) register of mortgages and charges; |
|
(ii) |
a solvency certificate (a) confirming that utilising or guaranteeing the Total Commitments would not be in breach of any limit binding on the Obligor and (b) certifying that each copy document to which it is a party specified in this Schedule is correct, complete and in full force and effect; and |
|
(iii) |
a certified copy of the good standing certificate issued in respect of such Obligor, dated no earlier than fifteen days before the date of this Agreement. |
|
(k) |
In respect of an Obligor incorporated in Guernsey, a certificate of an authorised signatory confirming that such Obligor is not insolvent and will not become insolvent within the meaning of section 527 of the Companies (Guernsey) Law, 2008 as amended as a result of it entering into the Finance Documents to which it is a party. |
|
2. |
Finance Documents |
|
(a) |
This Agreement executed by the members of the Group party to this Agreement. |
|
(b) |
The Fee Letters executed by the Obligors’ Agent. |
|
(c) |
The security confirmation or supplemental security relating to the Transaction Security Documents set out in Part 2 of this Schedule 2 (Conditions Precedent) executed by the Obligors party thereto. |
|
(d) |
A copy of all notices or documents required to be sent, given or executed under the Transaction Security Documents referred to in paragraph (c), (to the extent required not later than on the date of the applicable Transaction Security Document), executed by the relevant Obligors. |
|
(e) |
To the extent not already delivered, all share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Obligor in blank in relation to the shares subject to or expressed to be subject to the Transaction Security and other documents of title to be provided under the Transaction Security Documents referred to in paragraph (c) (to the extent required to be provided not later than the date of the applicable Transaction Security Document). |
|
3. |
Legal Opinions |
The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facilities:
|
(a) |
A legal opinion of Xxxxx & Case LLP, legal advisers to the Agent and the Lenders as to English law substantially in the form distributed to the Lenders prior to signing this Agreement. |
|
(b) |
A legal opinion of the following legal advisers to the Agent and the Lenders or the Parent or other relevant Obligor, as applicable: |
|
(i) |
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as to New York law (capacity); |
|
(ii) |
White & Case LLP as to Australian law (capacity); |
|
(iii) |
Xxxxxxx Xxxxxxxxx & Co. LLC as to Cyprus law (capacity); |
|
(iv) |
CareyOlsen(Guernsey)LLPastoGuernseylaw(capacityand enforceability); |
|
(v) |
Xxxxx Xxxxx LLP as to Cayman Islands law (capacity and enforceability); |
|
(vi) |
NautaDutilh N.V. as to Dutch law (capacity and enforceability); and |
|
(vii) |
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as to Texan law (capacity), |
each substantially in the form distributed to the Lenders prior to signing this Agreement.
|
4. |
Other Documents and Evidence |
|
(a) |
The certified copy of the Group Structure Chart which shows the Group as at the date of this Agreement, certifying that such Group Structure Chart is true, complete and accurate in all material respects as at the Effective Date; |
|
(b) |
Evidence of payment of all fees, costs and expenses then due from the Parent under this Agreement; |
|
(c) |
In respect of each Australian Obligor: |
|
(i) |
a certificate of a director of the Australian Obligor confirming: |
|
(A) |
the Australian Obligor is solvent for the purposes of section 95A of the Corporations Act and there are no grounds for suspecting that it will not continue to be so after executing and complying with its obligations under the Finance Documents to which it is (or will become) a party; and |
|
(B) |
the Australian Obligor is not prevented by Chapter 2E or Part 2J.3 of the Corporations Act from entering into and performing any of its obligations under the Finance Documents to which it is (or will become) a party; |
|
(ii) |
a search of the Australian Securities and Investments Commission company register and insolvency register in relation to the Australian Obligor in form and substance satisfactory to the Agent (acting reasonably); |
|
(iii) |
a search of the Australian PPSR in relation to the Australian Obligor in form and substance satisfactory to the Agent (acting reasonably); and |
|
(iv) |
copy of the share register of each Australian Obligor. |
Part 2
Transaction Security Documents - Security Confirmations
|
1. |
Cayman Islands law governed security confirmations relating to the following: |
|
(a) |
Cayman Islands law governed share charge relating to the shares of New Eagle Holdings Limited dated 1 October 2021 between Expro Group Holdings N.V. as chargor and the Security Agent as security agent; |
|
(b) |
Cayman Islands law governed share charge relating to the shares of New Eagle 2 Limited dated 1 October 2021 between, New Eagle Holdings Limited as chargor and the Security Agent as security agent; |
|
(c) |
Cayman Islands law governed deed of floating charge over all assets dated 1 October 2021 between New Eagle Holdings Limited as chargor and the Security Agent as security agent; and |
|
(d) |
Cayman Islands law governed deed of floating charge over all assets dated 1 October 2021 between New Eagle 2 Limited as chargor and the Security Agent as security agent. |
|
2. |
English law governed security confirmations relating to the following, provided that this condition will be satisfied upon the relevant Obligor’s entry into this Agreement pursuant to Clause 3 (Confirmations): |
|
(a) |
English law governed Debenture dated 1 October 2021 between, Expro Holdings UK 2 Limited, Expro Holdings UK 3 Limited, Expro Holdings UK 4 Limited, Expro International Group Limited, Exploration and Production Services (Holdings) Limited, Expro Benelux Limited, Expro Resources Limited, Expro Eurasia Limited and Expro North Sea Limited as Original Chargors, Expro International Limited as Guernsey Chargor, Expro Gulf Limited as Cypriot Chargor, Expro Worldwide B.V. as Dutch Chargor, New Eagle 2 Limited as Cayman Chargor and DNB Bank ASA, London Branch as Security Agent, which among other things, includes the following: |
|
(i) |
share pledge from New Eagle 2 Limited over its shares in Expro Holdings UK 2 Limited; |
|
(ii) |
share pledge from Expro Holdings UK 2 Limited over its shares in Expro Holdings UK 3 Limited; |
|
(iii) |
share pledge from Expro Holdings UK 3 Limited over its shares in Expro Holdings UK 4 Limited; |
|
(iv) |
share pledge from Expro Holdings UK 4 Limited over its shares in Expro International Group Ltd; |
|
(v) |
share pledge from Expro International Group Ltd over its shares in Exploration and Production Services (Holdings) Limited; |
|
(vi) |
bank account and receivables charge by Expro International Limited; |
|
(vii) |
bank account charge by Expro Gulf Limited; and |
|
(viii) |
bank account charge by Expro Worldwide B.V.. |
|
3. |
New York law governed security confirmations relating to the following: |
|
(a) |
A New York law governed pledge and all asset security agreement dated 1 October 2021 between, Expro Americas, LLC, Expro Holdings UK 3 Limited, Expro Holdings UK 4 Limited, Expro Holdings US Inc., Expro US Xxxxx LLC, Expro US Holdings, LLC, Expro Group Holdings N.V., Blackhawk Group Holdings, LLC, Xxxxx’s International C.V., Frank’s International GP, LLC, Xxxxx’s International, LP, Frank’s International, LLC and Xxxxx’s International Hungary Kft as Grantors and DNB Bank ASA, London Branch as Security Agent, which, among other things, includes: |
|
(i) |
pledge from Expro Holdings UK 3 Limited over its membership interest in Expro US Xxxxx LLC; |
|
(ii) |
share pledge from Expro Holdings UK 4 Limited over its shares in Expro Holdings US Inc.; |
|
(iii) |
pledge by Expro Group Holdings N.V. over its membership interest in Blackhawk Group Holdings, LLC; |
|
(iv) |
pledge by Xxxxx’s International C.V. over its membership interest or partnership interest, respectively, in Frank’s International GP, LLC and Frank’s International, LP; |
|
(v) |
all asset security by Expro US Xxxxx LLC; |
|
(vi) |
all asset security by Expro Holdings US Inc.; |
|
(vii) |
all asset security by Expro US Holdings, LLC; |
|
(viii) |
all asset security by Expro Americas, LLC; |
|
(ix) |
all asset security by Blackhawk Group Holdings, LLC; |
|
(x) |
all asset security by Xxxxx’s International GP, LLC; |
|
(xi) |
all asset security by Xxxxx’s International, LP; and |
|
(xii) |
all asset security by Xxxxx’s International, LLC. |
|
4. |
Australian law governed security confirmation relating to: |
|
(a) |
An Australian law governed general security deed dated 1 October 2021 between Expro Holdings Australia 1 Pty Ltd, Expro Holdings Australia 2 Pty Ltd, Expro Group Australia Pty Ltd as grantors and the Security Agent as security agent; and |
|
(b) |
An Australian law governed specific security deed in relation to the shares of Expro Holdings Australia 1 Pty Ltd dated 1 October 2021 between Expro Holdings UK 4 Limited as grantor and the Security Agent as security agent. |
|
5. |
Guernsey law governed security confirmation relating to: |
|
(a) |
Guernsey law governed security interest agreement in relation to the shares of Expro International Limited dated 1 October 2021 between Exploration and Production Services (Holdings) Limited as obligor and the Security Agent as security agent. |
|
6. |
Cypriot law governed security confirmation relating to: |
|
(a) |
Cypriot law governed security confirmation relating to the Cypriot law governed bank account charge dated 1 October 2021 between, Expro Gulf Limited as chargor and the Security Agent as chargee. |
|
7. |
Dutch law governed security confirmations relating to the following provided that this condition will be satisfied upon the relevant Obligor’s entry into this Agreement pursuant to Clause 3 (Confirmations): |
|
(a) |
Dutch law governed deed of pledge of shares relating to the shares of Expro Worldwide B.V. dated 1 October 2021 between by Expro International B.V. as pledgor, Expro Worldwide B.V. as company, and the Security Agent as pledgee (Netherlands law); |
|
(b) |
Dutch law governed deed of pledge of shares relating to the shares of Xxxxx’s International LP B.V. dated 1 October 2021, between Expro Group Holdings N.V. as pledgor, Xxxxx’s International LP B.V. as company and the Security Agent as pledgee; |
|
(c) |
Dutch law governed deed of pledge of shares relating to the shares of Xxxxx’s International Management B.V. dated 1 October 2021, between Xxxxx’s International LP B.V. as pledgor, Xxxxx’s International Management B.V. as company and the Security Agent as pledgee; |
|
(d) |
Dutch law governed deed of pledge of shares relating to the shares of Xxxxx’s International Partners B.V. dated 1 October 2021 between, Expro Group Holdings |
|
(e) |
Dutch law governed deed of pledge of partnership interests relating to Xxxxx’s International C.V., dated 1 October 2021 between, Xxxxx’s International Management B.V., Xxxxx’s International LP B.V. and Xxxxx’s International Partners B.V. as pledgors, Xxxxx’s International C.V. as partnership and the Security Agent as pledgee; |
|
(f) |
Dutch law governed security agreement over bank account receivables and intercompany receivables dated 1 October 2021 between Expro Group Holdings N.V., Expro International B.V., Expro Worldwide B.V., Xxxxx’s International LP B.V., Xxxxx’s International Partners B.V., Xxxxx’s International Management B.V. and Xxxxx’s International C.V. as pledgors and the Security Agent as pledgee; |
|
(g) |
Dutch law governed deed of pledge of shares relating to the capital of Expro LP B.V. dated 6 January 2023 between Expro Group Holdings N.V. as pledgor, Expro LP B.V. as company and the Security Agent as pledgee; |
|
(h) |
Dutch law governed deed of pledge over partnership interests dated 6 January 2023 between Expro US GP, LLC and Expro Holdings US, Inc. as pledgors and Xxxxx's International C.V. as partnership and the Security Agent as pledgee; and |
|
(i) |
Dutch law governed security agreement over bank account receivables and intercompany receivables dated 6 January 2023 between Expro LP B.V. as pledgor and DNB Bank ASA, London Branch as pledgee. |
Part 3
Transaction Security Documents – Conditions Subsequent
|
1. |
Norwegian law governed security confirmation relating to: |
|
(a) |
Norwegian law governed share pledge agreement dated 1 October 2021 in relation to the shares of Expro Holdings Norway AS between Expro Holdings UK 4 Limited as pledgor and the Security Agent as pledgee; |
|
(b) |
Norwegian law governed share pledge agreement dated 1 October 2021 in relation to the shares of Petrotech AS between by Expro Holdings Norway AS as pledgor and the Security Agent as pledgee; |
|
(c) |
Norwegian law governed share pledge agreement dated 1 October 2021 in relation to the shares of Expro Norway AS between Petrotach AS as pledgor and the Security Agent as pledgee; |
|
(d) |
Norwegian law governed security agreement dated 1 October 2021 in relation to bank accounts, intra-group loans, trade receivables, inventory and operating assets between Expro Holdings Norway AS as pledgor and the Security Agent as pledgee; |
|
(e) |
Norwegian law governed security agreement dated 1 October 2021 in relation to bank accounts, intra-group loans, trade receivables, inventory and operating assets between Petrotech AS as pledgor and the Security agent as pledgee; and |
|
(f) |
Norwegian law governed security agreement dated 1 October 2021 in relation to bank accounts, intra-group loans, trade receivables, inventory and operating assets between Expro Norway AS as pledgor and the Security Agent as pledgee. |
|
2. |
Supplemental Transaction Security in relation to the following Hungarian law governed security: |
|
(a) |
Hungarian law governed bank accounts pledge agreement dated 1 October 2021 between Xxxxx’s International Hungary Kft. as pledgor and the Security Agent as pledgee; |
|
(b) |
Hungarian law governed rights and receivables pledge agreement dated 1 October 2021 between Xxxxx’s International Hungary Kft. as pledgor and the Security Agent as pledgee; and |
|
(c) |
Hungarian law all asset pledge agreement dated 1 October 2021 between by Xxxxx’s International Hungary Kft. as pledgor and the Security Agent as pledgee. |
|
3. |
A copy of all notices or documents required to be sent, given or executed under the Transaction Security Documents referred to in paragraph 2 above, (to the extent required not later than on the date of the applicable Transaction Security Document), executed by the relevant Obligors. |
|
4. |
To the extent not already delivered, all share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Obligor in blank in relation to the shares subject to or expressed to be subject to the Transaction Security and other documents of title to be provided under the Transaction Security Documents referred to in paragraphs 2 above (to the extent required to be provided not later than the date of the applicable Transaction Security Document). |
|
5. |
A legal opinion of the following legal advisers to the Agent and the Lenders or the Parent or other relevant Obligor, as applicable: |
|
(i) |
DentonsRécziczaLawFirmastoHungarianlaw(capacity and enforceability); and |
|
(ii) |
AdvokatfirmaetSchjodtASastoNorwegianlaw(capacityand enforceability), |
each substantially in the form distributed to the Lenders prior to signing this Agreement.
Schedule 3 HSBC Rolled Guarantees and L/Cs
|
Company |
Reference Number |
Amount |
Currency |
Beneficiary |
Issue Date |
Expiry Date |
|
Exploration and Production Services (Holdings) Limited |
PEBUK1006711 |
234,975.00 |
USD |
PT BANK MANDIRI (PERSERO) TBK |
24-Jul-2023 |
05-Sep-2024 |
|
Exploration and Production Services (Holdings) Limited |
PEBUK1011806 |
5,992,800.00 |
USD |
HSBC BANK MIDDLE EAST LTD |
08-Aug-2023 |
15-Jan-2024 |
|
Exploration and Production Services (Holdings) Limited |
PEBUK1013357 |
48,877.65 |
USD |
HK+SHANGHAI BANKING CORPORATION LTD |
06-Sep-2023 |
15-Jan-2027 |
|
Exploration and Production Services (Holdings) Limited |
PEBUKA000504 |
588,647.00 |
USD |
HSBC BANK MIDDLE EAST LTD |
10-Aug-2023 |
29-Oct-2023 |
|
Exploration and Production Services (Holdings) Limited |
PEBUK1008589 |
0.01 |
USD |
MASHREQBANK PSC |
31-Jul-2023 |
13-Nov-2023 |
|
Exploration and Production Services (Holdings) Limited |
PEBRLO917619 |
19,620.00 |
USD |
YAPI VE KREDI BANKASI AS |
13-Jul-2022 |
28-Jul-2023 |
|
Exploration and Production Services (Holdings) Limited |
TEBRLO502134 |
30,000.000 |
TND |
ENTREPRISE TUNISIENNE D'ACTIVITES |
21-Jun-2023 |
02-Oct-2023 |
|
Exploration and Production Services (Holdings) Limited |
PEBRLO914227 |
367,902.00 |
USD |
HSBC BANK MIDDLE EAST LTD |
29-Oct-2020 |
30-Nov-2025 |
|
Exploration and Production Services (Holdings) Limited |
TEBRLO919232 |
5,000.000 |
OMR |
HSBC BANK MIDDLE EAST LTD |
16-May-2023 |
- |
|
Exploration and Production Services (Holdings) Limited |
PEBRLO918246 |
400,000,000 |
OXF |
BOLLORE TRANSPORT AND LOGISTICS |
13-Oct-2022 |
31-Dec-2023 |
|
Exploration and Production Services (Holdings) Limited |
PEBRLO918573 |
83,200.00 |
USD |
PETROCHINA INTERNATIONAL IRAQ FZE |
17-Nov-2022 |
30-Sep-2026 |
|
Exploration and Production Services (Holdings) Limited |
PEBRLO914535 |
154,776.75 |
USD |
HSBC AMANAH MALAYSIA BERHAD |
13-Apr-2021 |
08-Jun-2024 |
|
Exploration and Production Services (Holdings) Limited |
PEBRLO914222 |
1,400,000.00 |
USD |
HSBC BANK MIDDLE EAST LTD |
29-Oct-2020 |
31-Jan-2025 |
|
Exploration and Production Services (Holdings) Limited |
DPCRMR641918 |
4,629,503.00 |
USD |
EURO GAS SYSTEMS SRL |
25-Jul-2023 |
31-Oct-2024 |
Schedule 4
The Amended and Restated Revolving Facility Agreement
[***]
Schedule 5
The Amended and Restated Intercreditor Agreement
[***]
Signatories
The Parent
|
Executed as a Deed By: EXPRO GROUP HOLDINGS N.V. |
 |
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / Authorised Attorney |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / Authorised Attorney |
|
| in the presence of |
|
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
The Borrowers
|
Executed as a Deed By: Exploration and Production Services (Holdings) Limited |
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
|
| in the presence of |
|
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
|
Executed as a Deed for and on behalf of XXXXX’S INTERNATIONAL LP B.V. by: |
|
/s/ Xxxxxxx Xxxxxxxx Signature of Director / Authorised Signatory
|
|
|
Xxxxxxx Xxxxxxxx Name of the Director / Authorised Signatory |
|
| in the presence of |
|
/s/ Xxxx Xxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxx
Address of witness: J.J. Xxxxxxxxxxxx 00, 0000
JT Amsterdam
Occupation of witness: Corporate lawyer
|
Executed as a Deed for and on behalf of EXPRO HOLDINGS US INC. by: |
|
/s/ Xxxx XxXxxxxxx Signature of Director / Authorised Signatory |
|
|
/s/ Xxxx XxXxxxxxx Name of the Director / Authorised Signatory |
|
| in the presence of |
|
/s/ Xxxx Xxxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxxx
Address of witness: 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx,
TX 77084
Occupation of witness: Attorney
The Guarantors
| Signed, Sealed and Delivered by: | ) | |
| ) | ||
| Xxxx XxXxxxxxx | ) | |
| as attorney for EXPRO GROUP | ) | |
| AUSTRALIA PTY LTD (ABN 76 067 618 | ) | |
| 982) under power of attorney dated | ) | |
| 14 September 2023 | ) | /s/ Xxxx XxXxxxxxx |
| ) | By executing this document the attorney | |
| ) | states that the attorney has received no | |
| ) | notice of revocation of the power of | |
| ) | attorney | |
| in the presence of: | ) | |
| ) | ||
| ) | ||
| /s/ Xxxxxxxx Xxxxxxxxxx | ) | |
| Signature of witness | ) | |
| ) | ||
| XXXXXXXX MUNJYASARA | ||
| Name of witness (block letters) |
| Signed, Sealed and Delivered by: | ) | |
| ) | ||
| Xxxx XxXxxxxxx | ) | |
| as attorney for EXPRO HOLDINGS | ) | |
| AUSTRALIA 1 PTY LTD (ABN 34 132 095 | ) | |
| 517) under power of attorney dated | ) | /s/ Xxxx XxXxxxxxx |
| 14 September 2023 | ) | By executing this document the |
| ) | attorney states that the attorney has | |
| ) | received no notice of revocation of the | |
| ) | power of attorney | |
| ) | ||
| in the presence of: | ) | |
| ) | ||
| /s/ Xxxxxxxx Xxxxxxxxxx | ) | |
| Signature of witness | ) | |
| ) | ||
| XXXXXXXX MUNJYASARA | ) | |
| Name of witness (block letters) |
| Signed, Sealed and Delivered by: | ) | |
| ) | ||
| Xxxx XxXxxxxxx | ) | |
| as attorney for EXPRO HOLDINGS | ) | |
| AUSTRALIA 2 PTY LTD (ABN 38 132 095 | ) | |
| 535) under power of attorney dated | ) | |
| 14 September 2023 | ) | /s/ Xxxx XxXxxxxxx |
| ) | By executing this document the | |
| ) | attorney states that the attorney has | |
| ) | received no notice of revocation of | |
| ) | the power of attorney | |
| in the presence of: | ) | |
| ) | ||
| ) | ||
| /s/ Xxxxxxxx Xxxxxxxxxx | ) | |
| Signature of witness | ) | |
| ) | ||
| XXXXXXXX MUNJYASARA | ||
| Name of witness (block letters) |
| Executed and Delivered | ) | |
| as a Deed for and on behalf of | ) | |
| EXPRO GULF LIMITED | ) | |
| ) | ||
| ) | /s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx | |
| ) | By: | |
| ) | ||
| ) | Name: Xxxxx Xxxx Xxxxxxxx | |
| in the presence of: | ) | XxXxxxxxx |
| ) | ||
| /s/ Xxxxxxxx Xxxxxxxxxx | ) | Title: Authorised Signatory |
| Signature of witness | ) | |
| ) | ||
| Xxxxxxxx Munjyasara | ) | |
| Name of witness | ) | |
| ) | ||
| Reading, UK | ||
| Address of witness | ||
| Company Secretarial Assistant | ||
| Occupation of witness |
|
Executed as a Deed By: EXPRO HOLDINGS NORWAY AS |
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Authorised Signatory |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Authorised Signatory |
|
| in the presence of: |
|
/s/ Xxxxxxxx Xxxxxxxxxx
Signature of witness:
Name of witness: Xxxxxxxx Xxxxxxxxxx
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
|
Executed as a Deed By: EXPRO NORWAY AS |
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Authorised Signatory |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Authorised Signatory |
|
| in the presence of: |
|
/s/ Xxxxxxxx Xxxxxxxxxx
Signature of witness:
Name of witness: Xxxxxxxx Xxxxxxxxxx
Address of witness: Reading, UK
Occupation of witness: Company Secretarial Assistant
|
Executed as a Deed By: PETROTECH AS |
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Authorised Signatory |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Authorised Signatory |
|
| in the presence of: |
|
/s/ Xxxxxxxx Xxxxxxxxxx
Signature of witness:
Name of witness: Xxxxxxxx Xxxxxxxxxx
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
|
Executed as a Deed By: Expro Benelux Limited |
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
|
| in the presence of: |
|
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
|
Executed as a Deed By: Expro Eurasia Limited
|
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
|
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
|
| in the presence of: |
|
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial Assistant
|
Executed as a Deed By: Expro Holdings UK 2 Limited |
|
/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
|
Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
|
| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial Assistant
|
Executed as a Deed By: Expro Holdings UK 3 Limited |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: Expro Holdings UK 4 Limited |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: Expro International Group Limited |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: Expro North Sea Limited |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: Expro Resources Limited |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: Exploration and Production Services (Holdings) Limited |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / |
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| in the presence of | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: EXPRO AMERICAS, LLC |
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/s/ Xxxx XxXxxxxxx Signature of Authorised Signatory |
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Xxxx XxXxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxx Xxxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxxx
Address of witness: 0000 Xxxxxxxxxx, Xxxxx
400, Houston, TX 77084
Occupation of witness: Attorney
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Executed as a Deed By: EXPRO US XXXXX LLC |
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/s/ Xxxxxx Xx Xxxx Signature of Authorised Signatory |
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Xxxxxx Xx Xxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxx Xxxxxxx Xxxxx
Signature of witness:
Name of witness: Xxxxxxx Xxxxxxx Xxxxx
Address of witness: Av. Presidente Xxxxxx,
231, RJ, Brazil
Occupation of witness: Attorney
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Executed as a Deed By: EXPRO US HOLDINGS, LLC
By: Expro Holdings US Inc., its Sole Member |
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/s/ Xxxx XxXxxxxxx Signature of Authorised Signatory |
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Xxxx XxXxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxx Xxxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxxx
Address of witness: 0000 Xxxxxxxxxx, Xxxxx
400, Houston, TX 77084
Occupation of witness: Attorney
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Executed as a Deed By: BLACKHAWK GROUP HOLDINGS, LLC |
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/s/ Xxxx XxXxxxxxx Signature of Authorised Signatory |
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Xxxx XxXxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxx Xxxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxxx
Address of witness: 0000 Xxxxxxxxxx, Xxxxx
400, Houston, TX 77084
Occupation of witness: Attorney
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Executed as a Deed By: XXXXX’S INTERNATIONAL GP, LLC |
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/s/ Xxxx Xxxxxxx Signature of Authorised Signatory |
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Xxxx Xxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxx Xxxxxx
Signature of witness:
Name of witness: Xxxxxxx Xxxxxx
Address of witness: 0000 Xxxxxxxxxx Xxxxxxx
TX 77084
Occupation of witness: Sr Designer
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Executed as a Deed By: XXXXX’S INTERNATIONAL, LP
By: Xxxxx’s International GP, LLC, its General Partner |
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/s/ Xxxx Xxxxxxx Signature of Authorised Signatory |
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Xxxx Xxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxx Xxxxxx
Signature of witness:
Name of witness: Xxxxxxx Xxxxxx
Address of witness: 0000 Xxxxxxxxxx Xxxxxxx
TX 77084
Occupation of witness: Sr Designer
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Executed as a Deed By: XXXXX’S INTERNATIONAL, LLC |
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/s/ Xxxxxx Xx Xxxx Signature of Authorised Signatory |
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Xxxxxx Xx Xxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxx Xxxxxxx Xxxxx
Signature of witness:
Name of witness: Xxxxxxx Xxxxxxx Xxxxx
Address of witness: Av. Presidente Xxxxxx,
231, RJ, Brazil
Occupation of witness: Attorney:
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Executed as a Deed By: EXPRO US GP, LLC |
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/s/ Xxxx Xxxxxxx Signature of Authorised Signatory |
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Xxxx Xxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxx Xxxxxx
Signature of witness:
Name of witness: Xxxxxxx Xxxxxx
Address of witness: 0000 Xxxxxxxxxx Xxxxxxx
TX 77084
Occupation of witness: Sr Designer:
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Executed as a Deed By: XXXXX’S INTERNATIONAL HUNGARY KFT |
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/s/ Xxxx Xxxxxxxx Signature of Authorised Signatory |
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Xxxx Xxxxxxxx Name of the Authorised Signatory |
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Executed as a Deed By: NEW EAGLE HOLDINGS LIMITED |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Authorised Signatory |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxxxxxxx
Signature of witness:
Name of witness: Xxxxxxxx Xxxxxxxxxx
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant:
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Executed as a Deed By: NEW EAGLE 2 LIMITED |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Authorised Signatory |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxxx Xxxxxxxxxx
Signature of witness:
Name of witness: Xxxxxxxx Xxxxxxxxxx
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant:
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Executed as a Deed By: EXPRO INTERNATIONAL B.V. |
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/s/ Xxxxxxx Xxxxxxxx Signature of Director / Authorised Signatory |
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Xxxxxxx Xxxxxxxx Name of the Director / Authorised Signatory |
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| in the presence of: | |
/s/ Xxxx Xxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxx
Address of witness: J.J. Xxxxxxxxxxxx 00, 0000
JT Amsterdam
Occupation of witness: Corporate lawyer:
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Executed as a Deed By: EXPRO INTERNATIONAL LIMITED |
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/s/ Xxxx XxXxxxxxx Signature of Director/Authorised Signatory |
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Xxxx XxXxxxxxx Name of the Director/Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxx Xxxx
Signature of witness:
Name of witness: Xxxxx Xxxx
Address of witness: c/o Expro, 2nd Floor,
Davidson House, Forbury Square, Reading,
Berkshire, RG1 3EU
Occupation of witness: Chartered Company Secretary
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Executed as a Deed By: XXXXX’S INTERNATIONAL LP B.V. |
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/s/ Xxxxxxx Xxxxxxxx Signature of Authorised Signatory |
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Xxxxxxx Xxxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxx Xxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxx
Address of witness: J.J. Xxxxxxxxxxxx 00, 0000
JT Amsterdam
Occupation of witness: Corporate lawyer
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Executed as a Deed By: XXXXX’S INTERNATIONAL PARTNERS B.V. |
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/s/ Xxxxxxx Xxxxxxxx Signature of Authorised Signatory |
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Xxxxxxx Xxxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxx Xxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxx
Address of witness: J.J. Xxxxxxxxxxxx 00, 0000
JT Amsterdam
Occupation of witness: Corporate lawyer
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Executed as a Deed By: XXXXX’S INTERNATIONAL MANAGEMENT B.V. |
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/s/ X. Xxxxxx Signature of Authorised Signatory |
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X. Xxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ K Xxxxxx
Signature of witness:
Name of witness: X Xxxxxx
Address of witness: Xxxxxxxxx. 0
Occupation of witness: WISR Supervisor
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Executed as a Deed By: XXXXX’S INTERNATIONAL C.V.
By: Expro US GP, LLC, its General Partner |
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/s/ Xxxx Xxxxxxx Signature of Authorised Signatory |
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Xxxx Xxxxxxx Name of the Authorised Signatory |
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| in the presence of: | |
/s/ Xxxxxxx Xxxxxx
Signature of witness:
Name of witness: Xxxxxxx Xxxxxx
Address of witness: 0000 Xxxxxxxxxx Xxxxxxx
TX 77084
Occupation of witness: Sr Designer
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Executed as a Deed By: EXPRO GROUP HOLDINGS N.V. |
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/s/ Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Signature of Director / Authorised Attorney |
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Xxxxx Xxxx Xxxxxxxx XxXxxxxxx Name of the Director / Authorised Attorney |
|
| in the presence of: | |
/s/ Xxxxxxxx Xxxxx Munjyasara
Signature of witness:
Name of witness: Xxxxxxxx Xxxxx Munjyasara
Address of witness: Reading, UK
Occupation of witness: Company Secretarial
Assistant
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Executed as a Deed By: EXPRO LP B.V. |
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/s/ Xxxxxxx Xxxxxxxx Signature of Director / Authorised Attorney |
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/s/ Xxxxxxx Xxxxxxxx Name of the Director / Authorised Attorney |
|
| in the presence of: | |
/s/ Xxxx Xxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxx
Address of witness: J.J. Xxxxxxxxxxxx 00, 0000
JT Amsterdam
Occupation of witness: Corporate lawyer
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Executed as a Deed By: EXPRO WORLDWIDE B.V. |
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/s/ Xxxxxxx Xxxxxxxx Signature of Authorised Signatory |
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Xxxxxxx Xxxxxxxx Name of the Authorised Signatory |
|
| in the presence of: | |
/s/ Xxxx Xxxxxx
Signature of witness:
Name of witness: Xxxx Xxxxxx
Address of witness: J.J. Xxxxxxxxxxxx 00, 0000
JT Amsterdam
Occupation of witness: Corporate lawyer
The Security Agent
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DNB Bank ASA, London Branch |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
Address: 8th Floor, The Walbrook Building, 25
Walbrook, London EC4N 8AF
Tel: + 00 000 000 0000
Fax: + 00 000 000 0000
Email: xxxxxxxxxx@xxx.xx
Attention: Xxx Xxxxxx
The Agent and Senior Agent
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DNB Bank ASA, London Branch |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
The Original Fronting Bank
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DNB Bank ASA, London Branch |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
The Coordinator
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DNB Bank ASA, London Branch |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
The Bookrunning Mandated Lead Arranger
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DNB (UK) Limited |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
The Bookrunners and Mandated Lead Arrangers
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DNB (UK) Limited as Bookrunner and Mandated Lead Arranger |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
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HSBC UK Bank plc as Bookrunner and Mandated Lead Arranger
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 |
/s/ Xxxxxxxxx Xxxxxx By: Xxxxxxxxx Xxxxxx |
The Mandated Lead Arrangers
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The Royal Bank of Scotland plc as Mandated Lead Arranger
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/s/ Xxxxx Xxxx By: Xxxxx Xxxx Director |
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Xxxxx Fargo Bank, National Association as Mandated Lead Arranger
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/s/ Xxxxxx Xxxxxx By: Xxxxxx Xxxxxx Vice President |
The Arranger
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Royal Bank of Canada
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/s/ Xxx Xxxxxxxx By: Xxx Xxxxxxxx Authorised Signatory |
The Lenders
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DNB (UK) Limited as Lender |
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/s/ Xxx Xxxxxx By: Xxx Xxxxxx, Authorised Signatory |
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/s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx, Authorised Signatory |
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JPMorgan Chase Bank, N.A., London Branch as Lender |
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/s/ Xxxxxxxx X XxxXxxxxx By: Xxxxxxxx X XxxXxxxxx Executive Director |
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Royal Bank of Canada as Lender |
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/s/ Xxx Xxxxxxxx By: Xxx Xxxxxxxx Authorised Signatory |
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Xxxxx Fargo Bank, National Association as Lender |
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/s/ Xxxxxx Xxxxxx By: Xxxxxx Xxxxxx Vice President |
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HSBC UK Bank plc as Lender |
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/s/ Xxxxxxxxx Xxxxxx By: Xxxxxxxxx Xxxxxx |
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The Royal Bank of Scotland plc as Lender |
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/s/ Xxxxx Xxxx By: Xxxxx Xxxx Director |
The Ancillary Lender
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HSBC UK Bank plc as Lender |
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/s/ Xxxxxxxxx Xxxxxx By: Xxxxxxxxx Xxxxxx |
