EX-4.4 7 sn-20170331ex44f021d4f.htm EX-4.4 STANDSTILL AND VOTING AGREEMENT BY AND BETWEEN SANCHEZ ENERGY CORPORATION AND THE GSO FUNDS STANDSTILL and voting AGREEMENT
Exhibit 4.4
STANDSTILL AND VOTING AGREEMENT BY AND BETWEEN XXXXXXX ENERGY CORPORATION AND
THE GSO FUNDS
STANDSTILL and voting AGREEMENT
This STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 6, 2017, by and between (a) Xxxxxxx Energy Corporation, a Delaware corporation (the “Company”), and (b) the funds specified on the signature pages hereof (collectively, the “GSO Funds” and individually, a “GSO Fund”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.
WHEREAS, pursuant to the Securities Purchase Agreement, dated January 12, 2017 (the “SPA”), among the Company, SN EF UnSub GP, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “General Partner”), SN EF UnSub, LP, a Delaware limited partnership of which the General Partner is the sole general partner (the “Partnership”), SN EF UnSub Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“SN Holdings”), SN UR Holdings, LLC, a Delaware limited liability company, GSO ST Holdings Associates LLC, a Delaware limited liability company (“GSO Associates”), and GSO ST Holdings LP, a Delaware limited partnership (“GSO Holdings”), among other things, at the Anadarko Closing, the Company has agreed to issue to the GSO Funds the SN Shares and the Warrants in accordance with Section 2.06(a)(iv) of the SPA, subject to the conditions set forth in the SPA;
Article I
“Affiliate” means, with respect to any of the GSO Funds, any Person that is directly or indirectly Controlled by GSO and, with respect to any other specified Person, any Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified; provided, that no portfolio company directly or indirectly Controlled by GSO shall be deemed an Affiliate of the GSO Funds; provided further, that, for purposes of this Agreement, The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P., or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P., shall neither constitute nor be considered or otherwise deemed to be an “Affiliate” of GSO, the GSO Funds or their Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. that are part of the credit-related businesses of The Blackstone Group L.P.
“Agreement” has the meaning specified therefor in the introductory paragraph.
“Anadarko Closing” has the meaning assigned to such term in the SPA.
“Basic Documents” shall have the meaning assigned to such term in the SPA.
“Bankruptcy Event” means, with respect to any Person, the occurrence of one or more of the following events: (a) such Person (i) admits in writing its inability to pay its debts as they become due, (ii) files, or consents or acquiesces by answer or otherwise to the filing against it of a petition for relief or reorganization or rearrangement, readjustment or similar relief or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, dissolution, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as bankrupt or as insolvent or to be liquidated, (vi) gives notice to any Governmental Authority of insolvency or pending insolvency, or (vii) takes corporate action for the purpose of any of the foregoing; or (b) a court of Governmental Authority of competent jurisdiction enters an order appointing, without consent by such Person, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of such Person, or a petition or involuntary case with respect to any of the foregoing shall be filed or commenced against such Person.
“Beneficially Own” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. For purposes of this Agreement, none of GSO, the GSO Funds or their Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates, shall constitute or be deemed to “Beneficially Own” any Common Stock or Voting Securities that is Beneficially Owned by The Blackstone Group, L.P. or any private equity funds, portfolio companies, parallel investment entities, or alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group, L.P.
“Beneficial Ownership” has a correlative meaning to Beneficially Own.
“Board” means the Board of Directors or similar governing body of any member of the Company Group, as applicable.
“Common Stock” means the common stock, par value $0.01 per share, of the Company, and any class or classes of stock resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any liquidation, dissolution or winding up of the Company. For purposes of this Agreement, references to a share or shares of Common Stock shall be deemed to include the Right(s) associated with such share or shares that are issued pursuant to the Rights Plan or any similar successor plan hereafter adopted by the Company.
“Company” has the meaning specified therefor in the introductory paragraph of this Agreement and includes any successor thereto.
“Company Group” means the Company and its Affiliates, other than the General Partner and the Partnership and its subsidiaries, if any.
“Control” (including the terms controlling, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations of the SEC promulgated thereunder.
“General Partner” has the meaning assigned to such term in the SPA.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“GSO” means GSO Capital Partners LP.
“GSO Fund” or “GSO Funds” has the meaning assigned to such term in the preamble of this Agreement.
“Joint Development Agreement” has the meaning assigned to such term in the SPA.
“Offered Stock” has the meaning specified therefor in the recitals of this Agreement.
“Offering” has the meaning specified therefor in the recitals of this Agreement.
“Partnership” means SN EF UnSub, LP, a Delaware limited partnership.
“Partnership Agreement” has the meaning assigned to such term in the SPA.
“Person” shall mean an individual, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.
“Rights” has the meaning assigned to such term under the Rights Plan.
“Rights Plan” means that certain Rights Agreement, dated as of July 28, 2015, between the Company and Continental Stock Transfer & Trust Company, as rights agent, including the exhibits attached thereto, as such rights agreement may be amended, modified or supplemented from time to time.
“SEC” means the U.S. Securities and Exchange Commission (or any successor agency).
“Securities” means (i) the warrant to purchase shares of Common Stock issued pursuant to the Warrant Agreement, (ii) the SN Shares, (iii) Common Stock issued or issuable pursuant to the Warrant Agreement and (iv) the Offered Stock.
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended and the rules and regulations of the SEC promulgated thereunder.
“SN Shares” has the meaning assigned to such term in the SPA.
“SPA” has the meaning specified therefor in the recitals of this Agreement.
“Standstill Termination Date” means the date on which GSO, the GSO Funds and their respective Affiliates Beneficially Own less than 1.0% of the outstanding Voting Securities.
“Votes” means votes entitled to be cast generally in the election of members of the Board.
“Voting Power” means, as of any time, the ratio, expressed as a percentage, of (x) the Votes (with respect to the Board of the Company) represented by the Voting Securities Beneficially Owned by the Person in question and its Affiliates to (y) the aggregate (A) Votes (with respect to the Board of the Company) represented by all then outstanding Voting Securities plus (B) without duplication the Votes (with respect to the Board of the Company) represented by the Voting Securities underlying any other interests Beneficially Owned by the Person in question and its Affiliates.
“Voting Securities” means, together, (1) the Common Stock and (2) any shares of any class of capital stock or other equity interest (or other security or interest) of any member of the Company Group, other than the Common Stock, that are entitled to vote generally in the election of members of the Board.
“Warrant Agreement” has the meaning specified therefor in the recitals of this Agreement.
“Warrants” has the meaning assigned to such term in the SPA.
Article II
(a) other than the acquisition of additional shares of Common Stock by any of the GSO Funds pursuant to (i) the SPA, (ii) the exercise of the Warrant Agreement or (iii) the exercise of Rights associated with Common Stock owned by such GSO Fund or its Affiliates, acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any of the Company Group’s corporate loans, debt securities, Voting Securities, other Company Group securities or all or substantially all of the assets of any member of the Company Group, or rights or options to acquire interests in any of the Voting Securities or other Company Group securities of any member of the Company Group or all or substantially all of the assets of any member of the Company Group;
(b) (i) call a special meeting of the holders of Voting Securities of any member of the Company Group, including without limitation by written consent, (ii) seek representation on the Board of any member of the Company Group, (iii) seek the removal of any member of the Board of any member of the Company Group, (iv) solicit consents from securityholders or otherwise act or seek to act by written consent with respect to the Company Group, (v) conduct a referendum of securityholders of any member of the Company Group or (vi) make a request for any securityholder list or other Company Group books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise;
(c) make any statement or proposal to the Board of any member of the Company Group regarding, or make any public announcement, proposal or offer (including without limitation any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Exchange Act) with respect to, or otherwise solicit, seek or offer to effect (including without limitation, for the avoidance of doubt, indirectly by means of communication with the press or media):
(i) any acquisition of any of the securities or all or substantially all of the assets of any member of the Company Group, or rights or options to acquire interests in any of the securities or all or substantially all of the assets of any member of the Company Group;
(ii) any business combination, merger, tender offer, exchange offer, similar transaction or other extraordinary transaction involving any member of the Company Group;
(iii) any restructuring, recapitalization, liquidation or similar transaction involving any member of the Company Group;
(iv) any proposal to seek representation on the Board of any member of the Company Group or otherwise seek to control or influence the management, the Board or policies of any member of the Company Group, including, without limitation, (A) any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of any member of the Company Group, (B) any material change in the capitalization or dividend policy of any member of the Company Group, (C) any other material change in any member of the Company Group’s management, business or corporate structure, (D) seeking to have any member of the Company Group waive or make amendments or modifications to its organizational documents, or other actions that may impede or facilitate the acquisition of control of any member of the Company Group by any Person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
(v) any request or proposal to waive, terminate or amend the provisions of this Agreement if such request or proposal would require GSO, the GSO Funds or any member of the Company Group to make a public announcement;
(vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including without limitation this Section 2.1; or
(d) knowingly instigate, encourage or assist any third party (including, without limitation, forming a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any such third party, provided that the inclusion of GSO, the GSO Funds and any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates as members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which The Blackstone Group L.P. and its other Affiliates are members shall not constitute a breach or violation of this Section 2.1(d)) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 2.1(c); or
(e) take any action which would require any member of the Company Group to make a public announcement regarding any of the actions set forth in Section 2.1(c) (provided that any public disclosure by the Company of a change of Beneficial Ownership of Common Stock by GSO and the GSO Funds or by any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which GSO and the GSO Funds are members with The Blackstone Group L.P. as a result of a filing on Schedule 13D or Schedule 13G shall not constitute a breach or violation of this Section 2.1(e)).
(a) not apply to transactions in any equity or debt securities of any member of the Company Group by any pension plan, 401(k) plan or other employee benefit plan or discretionary investment fund administered for the benefit of the directors, officers or employees of GSO, any GSO Fund or their respective Affiliates; provided, that such activities are not in connection with any intention, plan or arrangement to influence or acquire control over any member of the Company Group’s management, Board or policies;
(b) not prohibit any of the GSO Funds or their respective Affiliates from privately communicating with, including without limitation making any offer or proposal to, the Board of the Company, subject to Section 2.1(f);
(c) not prohibit any transfer which is otherwise permitted under Section 2.3 and/or Section 2.4; and
(d) terminate and be of no further force and effect on the Standstill Termination Date.
(a) to, or in a transaction with, any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) where any such Person or “group” would acquire in such transaction or, to the knowledge of such GSO Fund after reasonable inquiry, owns or would own, following such transaction, Beneficial Ownership of an aggregate number of Voting Securities representing 4.9% or more of the Voting Power or 4.9% or more of the issued and outstanding Common Stock; or
(b) to, or in a transaction with, any Person, or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, to the knowledge of the GSO Funds after reasonable inquiry, competes directly or indirectly with the business of the Company in any material respect;
provided that the restrictions in this Section 2.3 shall (i) not apply to any Voting Securities (or any securities convertible into or exercisable for Voting Securities) transferred pursuant to a public distribution in compliance with any applicable requirements of U.S. federal or state securities laws (including without limitation Rule 144 under the Securities Act) and (ii) in the case of an investment fund, limited liability company or partnership which is an Affiliate of such GSO Fund, not apply to the transfer of any Voting Securities (or any securities convertible into or exercisable for Voting Securities) to a limited partner of such fund, member of such limited liability company or limited or general partner of such general or limited partnership, or to any other Affiliate of a GSO Fund that in each case agrees to be bound by the provisions contained in this Agreement.
(a) shall (and shall cause its Affiliates to) take such action (including, without limitation, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) at each meeting of the stockholders of the Company as may be required so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned, directly or indirectly, by it and/or by any of its Affiliates are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of the Company to the other holders of Voting Securities (including without limitation with respect to director elections) of the Company; provided, that the foregoing shall not apply in the event that the Board of the Company recommends that the other holders of Voting Securities vote against the Company’s approval of a “Sale Transaction” (as defined in the Joint Development Agreement);
(b) shall (and shall cause its Affiliates to) be present, in person or by proxy, at all meetings of the stockholders of the Company so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned by it or them from time to time may be counted for the purposes of determining the presence of a quorum and voted in accordance with Section 2.5(a) at such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Voting Securities of the Company; and
(c) subject to the proviso in Section 2.5(a), shall (and shall cause their respective Affiliates to) vote (or cause to be voted) or to act by written consent all securities of the Company Group Beneficially Owned by it that are not Voting Securities as directed or recommended by the Board of the Company and shall cause such other securities to be counted as present for the purposes of establishing a quorum, to the extent applicable.
(a) the Company, with the approval of a majority of the Board of the Company, enters into an agreement with any Person or group (none of which is an Affiliate of the GSO Funds) providing for (i) an offer to be made to purchase 50% or more of the outstanding shares of Common Stock or all or substantially all of the assets of the Company; or (ii) the merger or consolidation of the Company with or into any other person in which (A) either the Company’s outstanding capital stock shall be converted into cash or other property, or a majority of the outstanding voting stock of the surviving corporation immediately following such merger or consolidation will not be owned by Persons who were stockholders of the Company immediately before the merger or consolidation, and (B) notice of a meeting of shareholders of the Company called to consider such agreement shall be given by or at the direction of the Board of the Company;
(b) any tender offer or exchange offer made to the holders of the Company’s outstanding Common Stock (so long as such offer is not made by the GSO Funds or any of their Affiliates) and with respect to which the Company, with the approval of a majority of the Board of the Company, has recommended that the Company’s stockholders accept such offer.
(c) The restrictions in Sections 2.3 and 2.4 shall terminate (i) upon any transfer in accordance with clause (i) of the proviso of Section 2.3 or a foreclosure in accordance with clause (c) of the second sentence of Section 2.4, (ii) on the occurrence of a Bankruptcy Event of the Company and (iii) with respect to any Securities which are the subject of the transactions referred to in Sections 2.6(a) or (b) which are transferred in accordance with the consummation of such transactions.
Article III
Section 3.1 Communications. All notices and other communications provided for hereunder shall be in writing and shall be given by hand delivery, electronic mail, registered or certified mail, return receipt requested, regular mail or air courier guaranteeing overnight delivery to the following addresses:
if to the Company to:
Xxxxxxx Energy Corporation 0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxx Email: xxxxxx@xxxxxxxxx.xxx
with a copy to (which shall not constitute notice):
Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP
0000 Xxxxxxxxx Xxxxxx, Xxxxx #00
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile: 000-000-0000
Email: xxxxxx@xxxxxxxx.xxx
if to the GSO Funds to:
c/o GSO Capital Partners 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxx
Email: xxxxxx.xxxx@xxxxxx.xxx
with a copy to :
c/o GSO Capital Partners 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Email: GSO Xxxxx@xxxxxx.xxx
XXXXxxxxxxxxxXxxxx@xxxxxx.xxx
with a copy to (which shall not constitute notice):
Xxxxxxx Xxxxx Xxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: G. Xxxxxxx X’Xxxxx
Xxx X. Xxxx
Email: xxxxxxx@xxxxxxxxxxxx.xxx
xxxxxxx@xxxxxxxxxxxx.xxx
or to such other address as may be specified in a notice given pursuant to this Section 3.1. All notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) when notice is sent by the sender and the recipient has read the message, if sent by electronic mail; (iii) upon actual receipt if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; or (iv) upon actual receipt when delivered to an air courier guaranteeing overnight delivery. The parties may change the address to which notices are to be given by giving five (5) days' prior notice of such change in accordance herewith.
Section 3.5 Recapitalization, Exchanges, etc. Affecting the Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all interests of the Company Group or any successor or assign of any member of the Company Group (whether by merger, consolidation, sale of assets or otherwise), which may be issued in respect of, in exchange for or in substitution of, such interests, and shall be appropriately adjusted for combinations, stock or other splits, recapitalizations, pro rata distributions and the like occurring after the date of this Agreement.
Section 3.10 Governing Law. This Agreement is governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any conflicts of law principles that would result in the application of any law other than the law of the State of Delaware.
validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or (B) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.
Section 3.12 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 3.12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any party and (iii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 3.14.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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COMPANY: | |
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XXXXXXX ENERGY CORPORATION | |
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By: |
/s/ Xxxxxxx X. Xxxxxxx, III |
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Name: |
Xxxxxxx X. Xxxxxxx, III |
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Title: |
Chief Executive Officer |
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GSO FUNDS: | |
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GSO CAPITAL OPPORTUNITIES FUND III LP | |
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By: |
GSO Capital Opportunities Associates |
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III,LLC, its general partner | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY SELECT OPPORTUNITIES | |
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FUND LP | |
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By: |
GSO Energy Select Opportunities |
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Associates LLC, its general partner | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY PARTNERS-A LP | |
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By: |
GSO Energy Partners-A Associates LLC, |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY PARTNERS-B LP | |
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By: |
GSO Energy Partners-B Associates LLC, |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY PARTNERS-C LP | |
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By: |
GSO Energy Partners-C Associates LLC, |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY PARTNERS-C II LP | |
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By: |
GSO Energy Partners-C Associates II LLC, |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY PARTNERS-D LP | |
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By: |
GSO Energy Partners-D Associates LLC, |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO ENERGY MARKET OPPORTUNITIES | |
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FUND II LP | |
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By: |
GSO Energy Market Opportunities |
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Associates LLC, |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO CREDIT ALPHA TRADING (CAYMAN) LP | |
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By: |
GSO Capital Partners LP, |
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its investment manager |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO XXXXXXXXXX CREDIT ALPHA FUND | |
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(CAYMAN) L.P. | |
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By: |
GSO Capital Partners LP, |
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its investment manager |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |
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GSO CAPITAL SOLUTIONS FUND II | |
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(LUXEMBOURG) S.A.R.L. | |
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By: |
/s/ Xxxx-Xxxxxx Xxxx |
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Name: |
Xxxx-Xxxxxx Xxxx |
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Title: |
A Manager |
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By: |
/s/ Xxxxxxx Foot |
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Name: |
Xxxxxxx Foot |
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Title: |
B Manager |
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GSO CAPITAL SOLUTIONS FUND II LP | |
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By: |
GSO Capital Solutions Associates II LP, |
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its general partner |
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By: |
GSO Capital Solutions Associates II LP, |
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(Delaware) LLC |
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its general partner |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorized Person |