EQUITY COMMITMENT LETTEREquity Commitment Letter • March 19th, 2013 • WSP Holdings LTD • Oil & gas field machinery & equipment • Delaware
This letter agreement sets forth the commitment of H.D.S. Investments LLC, a limited liability company incorporated under the laws of State of Washington (“Sponsor”), subject to the terms and conditions contained herein, to purchase certain equity interests of WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent and JM OCTG GROUP Ltd. (JM 石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the
LIMITED GUARANTEELimited Guarantee • March 19th, 2013 • WSP Holdings LTD • Oil & gas field machinery & equipment • Delaware
LIMITED GUARANTEE, dated as of 21 February 2013 (this “Limited Guarantee”), by H.D.S. Investments LLC, a limited liability company incorporated under the laws of State of Washington (the “Guarantor”) in favor of WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
