Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. (a) Schedule 3.12(A) lists each Subsidiary of the Parent (and the direct and indirect ownership interest of the Parent therein) on the Closing Date. Each Guarantor and Unrestricted Subsidiary as of the Closing Date has been so designated on Schedule 3.12(A). (b) The authorized, issued and outstanding share capital of the Parent as of September 30, 2013, are as set forth in the September 30, 2013, balance sheet of the Parent in the Form 10-Q for such fiscal quarter that has been filed with the SEC (including the footnotes thereto). All of the issued and outstanding shares of capital stock of the Company, the US Borrower and each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. Except as set forth on Schedule 3.12(B), as of the Closing Date all of the outstanding shares of Capital Stock or other Equity Interests of each of the Subsidiaries are owned, directly or indirectly, by the Parent, free and clear of all Liens, other than those (i) pursuant to the Credit Agreement Documents, (ii) pursuant to the 2019 Indenture Documents, (iii) pursuant to the Loan Documents, (iv) pursuant to the 2023 Indenture Documents, (v) pursuant to the Second Term Loan Documents, and (vi) those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions. Except as set forth on Schedule 3.12(C), there are no authorized or outstanding (A) options, warrants or other rights to purchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of the Subsidiaries to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or Equity Interests in the Company or any of the Subsidiaries.

Subsidiaries; Capitalization. (a) Schedule 3.12(A) lists each Subsidiary of the Parent (and the direct and indirect ownership interest of the Parent therein) on the Closing Date. Each Guarantor and Unrestricted Subsidiary as of the Closing Date has been so designated on Schedule 3.12(A). (b) The authorized, issued and outstanding share capital Capital Stock of the Parent as of September June 30, 2013, 2012 are as set forth in the September June 30, 2013, 2012 balance sheet of the Parent incorporated by reference in the Form 10-Q for such fiscal quarter that has been filed with the SEC Offering Memorandum (including the footnotes thereto). All of the issued and outstanding shares of capital stock of the Company, the US Borrower and each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. Except as set forth on Schedule 3.12(B), as of the Closing Date all of the outstanding shares of Capital Stock or other Equity Interests of each of the Subsidiaries are owned, directly or indirectly, by the Parent, free and clear of all Liens, other than those (i) pursuant to the Credit Agreement Documents, (ii) pursuant to the 2019 Existing Indenture Documents, (iii) pursuant to this Agreement and the Loan DocumentsCollateral Agreements, (iv) pursuant to the 2023 New Indenture Documents, Documents and (v) pursuant to the Second Term Loan Documents, and (vi) those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions. Except as set forth on Schedule 3.12(C)) and except as contemplated by the Agency and Brokerage Agreement between Hpetroconsult Consultoria S/C and the Parent dated January 27, 2009, there are no authorized or outstanding (A) options, warrants or other rights to purchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of the Subsidiaries to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or Equity Interests equity interests in the Company or any of the Subsidiaries.

Subsidiaries; Capitalization. (a) Schedule 3.12(AExhibit 6.7(a) lists each Subsidiary attached hereto (i) contains a description of the Parent corporate structure of the Company or its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which each of the Company and the direct and indirect ownership interest Subsidiaries of the Parent thereinCompany are qualified to transact business as a foreign corporation, and (B) on the Closing Date. Each Guarantor authorized, issued and Unrestricted Subsidiary outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date has been so designated and on Schedule 3.12(Aa fully-diluted basis). . Except for (bi) The authorized, issued and outstanding share capital mandatory redemption or repurchase of Capital Stock of the Parent Company as a result of September 30distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, 2013(ii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, are as set forth (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the September 30Warrants and the Seller Warrants, 2013, balance sheet (v) the vesting provisions of the Parent in the Form 10-Q for such fiscal quarter that has been filed with the SEC ESOP, or (including the footnotes theretovi) agreements otherwise disclosed on Exhibit 6.7(a). All , none of the issued and outstanding shares of capital stock of the Company, the US Borrower and each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. Except as set forth on Schedule 3.12(B), as of the Closing Date all of the outstanding shares of Capital Stock or other Equity Interests of each of the Subsidiaries are owned, directly or indirectly, by the Parent, free and clear of all Liens, other than those (i) pursuant to the Credit Agreement Documents, (ii) pursuant to the 2019 Indenture Documents, (iii) pursuant to the Loan Documents, (iv) pursuant to the 2023 Indenture Documents, (v) pursuant to the Second Term Loan Documents, and (vi) those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions. Except as set forth on Schedule 3.12(C), there are no authorized or outstanding (A) options, warrants or other rights to purchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of the Company's Subsidiaries is subject to issue any vesting, redemption, or (C) other rights repurchase agreement, and there are no warrants or options outstanding with respect to convert any obligation into or exchange any securities forsuch Capital Stock except for the Warrants and the Seller Warrants and except as may be in effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is not Margin Stock; and, except as provided in the case Rights Agreement, the Warrants and the Seller Warrants, not subject to any preemptive right, right of each first refusal or offer or similar right on the part of clauses any other Person, and all of such Capital Stock has been (Aor will have been) through offered and issued in accordance with all applicable laws. Except as set forth on Exhibit 6.7(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital Stock, the owners of the Capital Stock indicated on Exhibit 6.7(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, proxy, voting agreement, voting trust, stockholders agreement (C)other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a) attached hereto, shares of capital stock of neither the Organizational Documents nor any other agreement, document or other ownership instrument binding on or Equity Interests in applicable to the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the Subsidiariesabsence of such provision. (b) Except as provided in the Rights Agreement, the Warrants, the Seller Warrants and except as set forth on Exhibit 6.7(b) attached hereto (after giving effect to the consummation of the transactions consummated at the Closing under the Transaction Documents), (i) there are no outstanding securities convertible into or exercisable or exchangeable for any Capital Stock of the Company or any of its Subsidiaries and no outstanding agreements for the purchase from, or sale or issuance by, the Company or any of its Subsidiaries of any of their respective Capital Stock or any securities convertible into or exercisable or exchangeable for such Capital Stock; (ii) there are no agreements on the part of the Company or any of its Subsidiaries to issue, sell or distribute any of their respective Capital Stock, other securities or assets; (iii) neither the Company nor any of its Subsidiaries has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of their respective Capital Stock or other securities or any interest therein or to pay any dividend or make any distribution in respect thereof; and (iv) no Person is entitled to any rights with respect to the registration of any Capital Stock or other securities of the Company or any of its Subsidiaries under the Securities Act (or the securities laws of any other jurisdiction). (c) The aggregate number of shares of Common Stock issuable upon exercise in full of the Warrants immediately after the Closing is __________, which, if then issued, would constitute [________ percent (__%)] of the Common Stock (calculated assuming the conversion, exercise and exchange of all outstanding securities convertible into and exercisable or exchangeable for shares of Common Stock, including, without limitation, the Warrants and the Seller Warrants. The Company has reserved __________ shares of Common Stock solely for issuance upon exercise of the Warrants. The Company has adopted stock appreciation rights plan. The Company has not reserved any shares of Common Stock pursuant to the Company's stock appreciation rights plan.

Subsidiaries; Capitalization. (a) Schedule 3.12(AExhibit 6.4(a) lists each Subsidiary attached hereto (i) contains a description of the Parent corporate structure of the Company or its Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, the jurisdiction of incorporation and the jurisdictions in which each of the Company and the direct and indirect ownership interest Subsidiaries of the Parent thereinCompany are qualified to transact business as a foreign corporation, and (B) on the Closing Date. Each Guarantor authorized, issued and Unrestricted Subsidiary outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date has been so designated and on Schedule 3.12(Aa fully-diluted basis). (b) The authorized, issued and outstanding share capital . None of the Parent Company's Subsidiaries is a Foreign Subsidiary. Except for (i) mandatory redemption or repurchase of Capital Stock of the Company as a result of September 30distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, 2013(ii) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, are as set forth (iii) the Incentive Arrangements disclosed on Exhibit 6.4(a), and the Warrants and Mezzanine Warrants, (iv) the put and call rights contained in the September 30Warrants and the Mezzanine Warrants, 2013or (v) agreements otherwise disclosed on Exhibit 6.4(a), balance sheet of the Parent in the Form 10-Q for such fiscal quarter that has been filed with the SEC (including the footnotes thereto). All none of the issued and outstanding shares of capital stock Capital Stock of the CompanyCompany is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock, except for the US Borrower Warrants and each the Mezzanine Warrants and except as may be in effect from time to time with respect to Incentive Arrangements. The outstanding Capital Stock of the Subsidiaries have been Company is duly authorized and authorized, validly issued, are fully paid and non-assessablenonassessable and is not Margin Stock; and, except as provided in the Rights Agreement, the Warrants and the Mezzanine Warrants, not subject to any preemptive right, right of first refusal or offer or similar right on the part of any other Person, and were not all of such Capital Stock has been (or will have been) offered and issued in violation of, and are not subject to, any preemptive or similar rightsaccordance with all applicable laws. Except as set forth on Schedule 3.12(B), as Exhibit 6.4(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of the Closing Date all of the outstanding shares familial relationships with a holder of Capital Stock or other Equity Interests in connection with a trust established for the benefit of each family members by a holder of Capital Stock, the owners of the Subsidiaries are ownedCapital Stock indicated on Exhibit 6.4(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, directly or indirectlyproxy, by the Parentvoting agreement, free and clear of all Liensvoting trust, stockholders agreement (other than those (ithe Rights Agreement) pursuant to the Credit Agreement Documents, (ii) pursuant to the 2019 Indenture Documents, (iii) pursuant to the Loan Documents, (iv) pursuant to the 2023 Indenture Documents, (v) pursuant to the Second Term Loan Documents, and (vi) those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic similar agreement or foreign jurisdictionsrestriction. Except as set forth on Schedule 3.12(C)Exhibit 6.4(a) attached hereto, there are no authorized neither the Organizational Documents nor any other agreement, document or outstanding (A) options, warrants instrument binding on or other rights applicable to purchase from the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the Subsidiariesabsence of such provision. (b) Except as provided in the Rights Agreement, the Warrants, the Mezzanine Warrants and except as set forth on Exhibit 6.4(b) attached hereto (after giving effect to the consummation of the transactions consummated at the Closing under the Transaction Documents), (Bi) agreementsthere are no outstanding securities convertible into or exercisable or exchangeable for any Capital Stock of the Company and no outstanding agreements for the purchase from, contractsor sale or issuance by, arrangements the Company or other obligations any of its Subsidiaries of any of their respective Capital Stock or any securities convertible into or exercisable or exchangeable for such Capital Stock; (ii) there are no agreements on the part of the Company or any of the its Subsidiaries to issue issue, sell or distribute any of their respective Capital Stock, other securities or assets; (Ciii) other rights to convert neither the Company nor any of its Subsidiaries has any obligation into (contingent or exchange otherwise) to purchase, redeem or otherwise acquire any securities for, in the case of each of clauses (A) through (C), shares of capital stock of their respective Capital Stock or other ownership securities or Equity Interests any interest therein or to pay any dividend or make any distribution in respect thereof; and (iv) no Person is entitled to any rights with respect to the registration of any Capital Stock or other securities of the Company or any of its Subsidiaries under the SubsidiariesSecurities Act (or the securities laws of any other jurisdiction). (c) The aggregate number of shares of Common Stock issuable upon exercise in full of the Warrants immediately after the Closing is 1,080,436.8, which, if then issued, would constitute 25.711 percent of the Common Stock (calculated assuming the conversion, exercise and exchange of all outstanding securities convertible into and exercisable or exchangeable for shares of Common Stock, including, without limitation, the Warrants, no shares of Common Stock to be reserved for issuance under a -7- Company stock appreciation rights plan and no shares of Common Stock to be reserved for issuance under a Company phantom stock plan for issuance under a Company phantom stock plan). The Company has reserved 1,080,436.8 shares of Common Stock solely for issuance upon exercise of the Warrants.

Subsidiaries; Capitalization. (a) Schedule 3.12(A) lists each Subsidiary of the Parent (and the direct and indirect ownership interest of the Parent therein) on the Closing Date. Each Guarantor and Unrestricted Subsidiary as of the Closing Date has been so designated on Schedule 3.12(A). (b) The authorized, issued and outstanding share capital of the Parent as of September 30December 31, 20132012, are as set forth in the September 30December 31, 20132012, balance sheet of the Parent incorporated by reference in the Form 10-Q for such fiscal quarter that has been filed with the SEC Offering Memorandum (including the footnotes thereto). All of the issued and outstanding shares of capital stock of the Company, the US Borrower and each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. Except as set forth on Schedule 3.12(B), as of the Closing Date all of the outstanding shares of Capital Stock or other Equity Interests of each of the Subsidiaries are owned, directly or indirectly, by the Parent, free and clear of all Liens, other than those (i) pursuant to the Credit Agreement Documents, (ii) pursuant to the 2019 Indenture Documents, (iii) pursuant to the Loan Documents, (iv) pursuant to the 2023 Indenture Existing Term Loan Documents, (v) pursuant to the Second Term Loan New Indenture Documents, (vi) pursuant to the 2015 Indenture, which Liens are to be released on the Closing Date, (vii) pursuant to the Collateral Agreements and (viviii) those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions. Except as set forth on Schedule 3.12(C), there are no authorized or outstanding (A) options, warrants or other rights to purchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of the Subsidiaries to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or Equity Interests in the Company or any of the Subsidiaries.