exv10w1



 





Exhibit 10.1




FOURTH AMENDMENT TO



FIRST AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of July 13, 2007 (the “Effective Date”), is by and among T-3
ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), T-3 OILCO ENERGY SERVICES
PARTNERSHIP, an Alberta general partnership (the “Canadian Borrower”), the BANKS (as
defined in the Credit Agreement defined below) signatory hereto, WELLS FARGO BANK, NATIONAL
ASSOCIATION (in its individual capacity, “Wells Fargo”) as agent (in such capacity,
together with its successors in such capacity, the “Agent”) for the Banks under the Credit
Agreement (as defined below) and COMERICA BANK, a Michigan banking corporation and authorized
foreign bank under the Bank Act (Canada) acting through its Canadian branch (the “Canadian
Lender”).



WITNESSETH:




     WHEREAS, the Borrowers, the Banks, and the Agent are parties to that certain First Amended and
Restated Credit Agreement dated as of September 30, 2004 (as the same has been, and may hereafter
be, amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”);



     WHEREAS, the Borrowers, the Agent and the Banks desire to amend the Credit Agreement, subject
to the terms and conditions contained herein.



     NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows intending to be legally bound
(all provisions of this Amendment being effective as of the Effective Date):



ARTICLE I




Definitions




     Section 1.1 Definitions. Capitalized terms used in this Amendment, to the extent not
otherwise defined herein, shall have the same meanings as in the Credit Agreement, as amended
hereby.



ARTICLE II




Amendment




     Section 2.1 Amendment to Section 1.1. The definition of “Revolving Credit
Termination Date” found in Section 1.1 of the Credit Agreement is amended by deleting the
reference to “September 30, 2007” and inserting in lieu thereof the date “September 30, 2008”.



     Section 2.2 Amendment to Section 2.10(a). Section 2.10(a) is amended by deleting
therefrom “March 31, 2007” and inserting in lieu thereof the words “the Revolving Credit
Termination Date”.



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ARTICLE III




Conditions Precedent




     Section 3.1 Conditions Precedent to Effectiveness of Amendment. The parties hereto
agree that this Amendment shall not be effective until the satisfaction of each of the following
conditions precedent and thereupon shall be effective as of the Effective Date:




     (a) The Agent shall have received a copy of this Amendment executed and delivered by
the Borrowers, each Bank, the Canadian Lender, and each Guarantor;




     (b) Each of the representations and warranties made in this Amendment shall be true and
correct on and as of the Effective Date as if made on and as of such date (other than those
which are made at the time of an Advance), both before and after giving effect to this
Amendment;




     (c) The Borrowers shall have paid all the reasonable fees and out-of-pocket expenses of
counsel for the Agent to the extent invoiced prior to the Effective Date; and




     (d) The Agent shall have received, in form and substance satisfactory to the Agent and
its counsel, such other documents, agreements, certificates and instruments as the Agent
shall reasonably require.



ARTICLE IV




Ratifications; Representation and Warranties




     Section 4.1 Ratifications. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and
the other Loan Documents and except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed and shall continue in full force and effect. The Borrowers, the Agent and the Banks
agree that the Credit Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.



     Section 4.2 Representations and Warranties. To induce the Agent and the several Banks
parties hereto to enter into this Amendment and to grant the consents and waivers contained herein,
each of the Borrowers represents to the Agent and the Banks as follows:




     (a) Each of the Borrowers hereby confirms that all representations and warranties made
in Article VIII of the Credit Agreement (other than those which are made at the time of an
Advance) are true and correct in all material respects on and as of the Effective Date, both
before and after giving effect to this Amendment, as if such representations and warranties
were being made on and as of the Effective Date;




     (b) Each of the Borrowers and each of the Guarantors hereby confirm that the
resolutions previously delivered to the Agent remain in full force and effect and authorize
the execution and delivery of this Amendment to the Agent; and



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     (c) No Default or Event of Default exists under any of the Loan Documents.



ARTICLE V




Miscellaneous




     Section 5.1 Loan Documents. This Amendment shall be deemed to be a Loan Document for
all purposes under the Credit Agreement and the other Loan Documents.



     Section 5.2 Governing Law. Each of the Borrowers agrees to be bound by the terms of
Section 14.12 of the Credit Agreement, which is incorporated herein by reference.



     Section 5.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.



     Section 5.4 Fees and Expenses. Each of the Borrowers agrees to pay on demand all
reasonable costs, fees, and expenses of the Agent in connection with the preparation, execution,
and delivery of this Amendment and any other documents prepared in connection herewith or
therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Agent.



     Section 5.5 Counterparts; Facsimiles. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages are physically
attached to the same document. Signatures transmitted by facsimile or other electronic means shall
be effective as originals.



     Section 5.6 Effective Date. This Amendment shall become effective as of the Effective
Date when the Agent has received counterparts of this Amendment executed by each of the Borrowers
and the Banks and each of the conditions precedent set forth above has been satisfied, whether or
not this Amendment has been executed and delivered by each and every Bank named on a signature page
attached hereto.



     Section 5.7 WAIVER OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED, BY APPLICABLE
LAW, EACH OF THE BORROWER, THE CANADIAN BORROWER, THE AGENT AND THE BANKS HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE BORROWER OR THE
CANADIAN BORROWER AND ANY OTHER PARTY TO THIS AGREEMENT ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENTS, OR ANY RELATIONSHIP BETWEEN ANY OTHER PARTY TO THIS AGREEMENT AND THE
BORROWER OR THE CANADIAN BORROWER. THIS PROVISION IS A



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MATERIAL INDUCEMENT TO THE BANKS TO PROVIDE
THE FINANCING DESCRIBED IN THE CREDIT AGREEMENT.




     Section 5.8 FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND
OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers effective as of the Effective Date.


	 	 	 	 	 
	 	BORROWER:



T-3 ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino 	 
	 	 	Vice President 	 
	 
	 	CANADIAN BORROWER:



T-3 OILCO ENERGY SERVICES PARTNERSHIP, by its partners,



T-3 ENERGY SERVICES CANADA, INC.

 	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino 	 
	 	 	Vice President 	 
	 
	 	 	     - and —
 
	 
	 	
T-3 OILCO PARTNERS ULC

 	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino 	 
	 	 	Vice President 	 
	 
	 	 Address for Notices:



7135 Ardmore Street

Houston, Texas 77054

Fax No.: (713) 996-4123

Telephone No.: (713) 996-4110

Attention: Michael Mino 	 
	 	 	 



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	 	AGENT AND BANKS:



WELLS FARGO BANK, NATIONAL

ASSOCIATION, successor-by-merger to Wells

Fargo Bank Texas, National Association, as Agent and a Bank

 	 
	 	By:  	/s/ Michael Janak
 	 
	 	 	Name:  	Michael Janak 	 
	 	 	Title:  	Vice President 	 
	 
	 	COMERICA BANK,

 	 
	 	By:  	/s/ S. John Castellano
 	 
	 	 	Name:  	S. John Castellano 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	/s/ James N. Urbates
 	 
	 	 	Name:  	James N. Urbates 	 
	 	 	Title:  	Duly Authorized Signature 	 
	 
	 	CANADIAN LENDER:




COMERICA BANK, a Michigan banking corporation and authorized foreign bank under the Bank Act (Canada) acting through its Canadian branch,

 	 
	 	By:  	/s/ Omer Ahmed
 	 
	 	 	Name:  	Omer Ahmed 	 
	 	 	Title:  	Portfolio Manager 	 
	 



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The undersigned Guarantors hereby consent and agree to the execution and delivery of this Amendment
and the documents referred-to in Article III thereof and the consummation of the transactions
contemplated in the Amendment, and the undersigned Guarantors (i) reaffirm their respective
obligations under each of their respective Guaranty Agreements, which Guaranty Agreements shall
continue in full force and effect notwithstanding the consummation of such proposed transactions,
and (ii) confirm that the Canadian Obligations are guaranteed thereunder and entitled to the
benefit of the Collateral provided in the Loan Documents.



	 	 	 	 	 
	 	GUARANTORS:



A & B Bolt & Supply, Inc.

Cor-Val Holdings, Inc.

Preferred Industries Holdings, Inc.

T-3 Canadian Holdings, Inc.

T-3 Custom Coating Applicators, Inc.

T-3 Financial Services LP, Inc.

T-3 Investment Corporation III

T-3 Property Holdings, Inc.

T-3 Support Services, Inc.

T-3 Management Holdings, Inc.

T-3 Mexican Holdings, Inc.

O & M Equipment Holdings, Inc.

Manifold Valve Services, Inc.

Pipeline Valve Specialty, Inc.

United Wellhead Services, Inc.

 	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino 	 
	 	 	Vice President of each
of the foregoing companies 	 
	 
	 	Cor-Val, L.P.



	 
	 	By:  	Cor-Val Holdings, Inc.,
its sole general partner
	 
	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino, Vice President 	 
	 	 	 	 
	 	T-3 Management Services, L.P.




	 
	 	By:  	T-3 Management Holdings, Inc.,

its sole general partner


	 
	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino, Vice President 	 
	 	 	 	 
	 



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	 	Preferred Industries, L.P.





	 
	 	By:  	Preferred Industries Holdings, Inc.,

its sole general partner

	 
	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino, Vice President 	 
	 	 	 	 
	 	O&M Equipment, L.P.





	 
	 	By:  	O & M Equipment Holdings, Inc.,

its sole general partner
 	 
	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino, Vice President 	 
	 
	 	T-3 Financial Services, L.P.



	 
	 	By:  	T-3 Management Holdings, Inc.

its sole general partner

 	 
	 	By:  	/s/ Michael T. Mino
 	 
	 	 	Michael T. Mino, Vice President 	 
	 	 	 	 
	 



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