Exhibit
4.34A


 


Execution Copy


 




 





 


FIRST AMENDING AGREEMENT

TO THE AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF DECEMBER 31, 2008


 


among


 


EVEREADY ENERGY SERVICES CORP.,


as Borrower,


 


THE OTHER CREDIT PARTIES SIGNATORY HERETO,


as Credit Parties,


 


-and-


 


GE CANADA ASSET FINANCING HOLDING COMPANY and

CANADIAN IMPERIAL BANK OF COMMERCE,


as Co-Agents and Lenders,


 


-and-


 


THE LENDERS SIGNATORY HERETO FROM TIME TO TIME,


as Lenders,


 


-and-


 


GE CAPITAL MARKETS, INC. and GE CAPITAL MARKETS
(CANADA) LTD.,


as Lead Arrangers,


 


-and-


 


BANK OF MONTREAL AND CANADIAN IMPERIAL BANK OF
COMMERCE,


as Co-Syndication Agents


 


-and-


 


BANK OF NOVA SCOTIA,


as Documentation Agent


 


 




 





April 24, 2009


 

















 


Execution Copy


 


FIRST AMENDING AGREEMENT

TO THE AMENDED AND RESTATED

CREDIT AGREEMENT DATED DECEMBER 31, 2008


 


THIS
AMENDING AGREEMENT is made effective as of April 24, 2009 (the “Amendment Date”),


 


BETWEEN:


 


EVEREADY ENERGY SERVICES CORP.,


as Borrower


 


- and -


 


THE OTHER CREDIT PARTIES SIGNATORY HERETO,


as Credit Parties,


 


- and -


 


GE CANADA ASSET FINANCING HOLDING COMPANY and

CANADIAN IMPERIAL BANK OF COMMERCE,


as Co-Agents and Lenders,


 


-and-


 


THE LENDERS SIGNATORY HERETO FROM TIME TO TIME,


as Lenders


 


PREAMBLE:


 


A.                                   Pursuant to the
Amended and Restated Credit Agreement dated as of December 31, 2008
between Eveready Energy Services Corp., as Borrower (the “Borrower”), the other Credit Parties
signatory thereto, GE Canada Asset Financing Holding Company, as Agent and
Lender, and the persons signatory thereto from time to time as the Lenders and
individually as a Lender (as amended, the “Credit
Agreement”), the Lenders agreed, inter
alia, to provide to Borrower the
Loans.


 


B.                                     The Revolving
Lenders have agreed to extend the Commitment Termination Date for a further 364
days pursuant to Section 1.2(c) of the Credit Agreement.


 


C.                                     The parties
wish to amend the Credit Agreement on the terms and conditions provided in this
Amending Agreement (the “Amending Agreement”).


 


AGREEMENT:


 


In
consideration of the premises, the covenants and the agreements herein
contained, the receipt and sufficiency of which is hereby acknowledged between
the parties, the parties agree as follows:


 

















 


1.                                       Definitions. Capitalized terms used in this Amending
Agreement will, unless otherwise defined herein, have the meaning attributed to
such terms in the Credit Agreement, as amended by this Amending Agreement.
Commencing the date hereof, the Credit Parties and Lenders acknowledge that for
the purposes of the Credit Agreement, this Amending Agreement shall be deemed a
“Loan Document”.


 


2.                                       No Waiver. Except as specifically set out herein, this
Agreement shall not constitute an agreement, waiver or consent to any event,
circumstance, matter or thing and is without prejudice to any of the rights or
remedies of the Lenders under the Credit Agreement or any Loan Documents with
respect thereto, and shall not extend to any other matter, provision or breach
of, or Default or Event of Default under, the Credit Agreement.


 


3.                                       Amendment. Effective as of the Amendment Date, the Credit Agreement
is amended as follows:


 


(a)                                  Section 1.2(e)(ii)(B) of
the Credit Agreement is hereby amended by: (i) replacing “24” with “12”;
and (ii) replacing “4 1/6%” with “8 1/3%”.


 


(b)                                 The following
is hereby added after Section 1.2(e)(ii) of the Credit Agreement as Section 1.2(e)(iii):


 


“(iii)                         Term Period
upon Extension.  Upon any
extension of the Commitment Termination Date done on or about April 23,
2010 for a further 364 days in accordance with Section 1.2(c), Section 1.2.(e)(ii) will
cease to apply and:


 


(A)                              during the Term
Period as applicable to any Term Loan, subject to the terms of this Agreement,
only interest shall be payable; and


 


(B)                                on the Maturity
Date, Borrower shall pay the Lenders the remaining unpaid principal amount of
the applicable Term Loan (if any), together with all accrued and unpaid
interest thereon and all other amounts payable hereunder.”


 


(c)                                  The first
paragraph of Section 1.7(a)(iii) of the Credit Agreement is hereby
deleted in its entirety and replaced with:


 


“on
the Term Loan B: (A) for the rateable benefit of the applicable BA Term
Loan B Lenders in arrears on each Interest Payment Date, interest based on the
BA Rate plus the applicable margin based on the table below; and (B) for
the rateable benefit of the applicable CDOR Term Loan B Lenders in arrears on
each Interest Payment Date, interest based on the CDOR Rate plus the applicable
margin based on the table below:”


 


2

















 


(d)                                 Section 1.7(a) of
the Credit Agreement is hereby amended by replacing the table set forth therein
with the following table:


 


	
   

  	
   

  	
  (Funded
  Debt less

  	
   

  	
  Financing
  Rate and Credit

  	
   

  
	
   

  	
   

  	
  Subordinated
  Debt)

  	
   

  	
  Spread

  	
   

  
	
   

  	
   

  	
  To EBITDA
  for prior

  	
   

  	
  Canadian

  	
   

  	
  BA/CDOR

  	
   

  
	
  Level

  	
   

  	
  rolling 4
  quarters

  	
   

  	
  Prime Loan

  	
   

  	
  Margin

  	
   

  
	
  1

  	
   

  	
  <1.50:1

  	
   

  	
  2.50

  	
  %

  	
  3.75

  	
  %

  
	
  2

  	
   

  	
  >1.50:1
  but <2.0:1

  	
   

  	
  3.00

  	
  %

  	
  4.25

  	
  %

  
	
  3

  	
   

  	
  >2.0:1
  but <2.50:1

  	
   

  	
  3.50

  	
  %

  	
  4.75

  	
  %

  



 


(e)                                  Section 1.8(b) of
the Credit Agreement is hereby amended by replacing “0.25%” with “0.50%”.


 


(f)                                    Section 6.4(e) of
the Credit Agreement is hereby deleted in its entirety and replaced with:


 


“The
deductible applicable to contractor’s equipment insurance as currently provided
by AIG Commercial Insurance Company of Canada exceeds $25,000 and has a
$1,000,000 aggregate policy limit per year. The parties agree that this
(including any replacement policy therefore) shall not constitute a breach of
the covenant in Section 6.4(a) and Disclosure Schedule 6.4(a) .”


 


(g)                                 The definition
of “GE Fee Letter” in Annex A of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


““GE Fee Letter” means that certain letter,
dated on or about April 15, 2009 between the Lender and Borrower with
respect to certain Fees to be paid from time to time by Borrower to GE Canada.”


 


(h)                                 The definition
of “Term Period” in Annex A of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


““Term Period” means, with respect to the
Term Loan, the period commencing at 5:01 p.m. (Toronto time) on the
Commitment Termination Date and expiring on April 24, 2012.”


 


(i)                                     The following
definitions are hereby added to Schedule A to the Credit Agreement in the
appropriate alphabetical order:


 


“BA Term Loan B Lender” means: (a) a
Term Loan B Lender who has not, prior to April 24, 2009, elected to use
the CDOR Rate as the reference rate for Term Loan B Advances made by it; or (b) a
Lender who has become a Term Loan B Lender by way of an assignment made under
this Agreement and who has elected to use the BA Rate as the reference rate for
the Term Loan B assigned to it.


 


“CDOR Term Loan B Lender” means: (a) a
Term Loan B Lender who, prior to April 24, 2009, has elected to use the
CDOR Rate as the reference rate for Term Loan B Advances made by it; or (b) a
Lender who has become a Term Loan B


 


3

















 


Lender
by way of an assignment made under this Agreement and who has elected to use
the CDOR Rate as the reference rate for the Term Loan B assigned to it.


 


4.                                       Non-Extended Commitment.


 


One
of the Revolving Lenders has agreed to extend $7,500,000 of its $12,500,000
Commitment.  Accordingly, the $5,000,000
not extended is a “Non-Agreeing Lender Commitment Amount” for the purposes of Section 1.2(c)(ii)(D) of
the Credit Agreement. As no Revolving Lender has elected to purchase the
Non-Agreeing Lender Commitment Amount, such amount will be cancelled upon
extension of the Commitment Termination Date in accordance with the terms of
this Agreement, and the Revolving Loan Commitment will be reduced to
$95,000,000.  Annex “D” to the Credit
Agreement is hereby replaced with Schedule “1” hereto to reflect the new
Commitment levels.


 


5.                                       Deliveries by Borrower. Borrower shall deliver, or
cause to be delivered, to the Agent, on behalf of the Lenders, and this
Amending Agreement is only effective upon the receipt thereof by the Agent on
behalf of the Lenders:


 


(a)                                  an executed
copy of this Amending Agreement;


 


(b)                                 a recent
certificate of status from the Registrar for the Province of Alberta in respect
of Borrower and each of the corporate Credit Parties;


 


(c)                                  an officer’s
certificate from Borrower, in respect of itself and each of the Credit Parties,
in form satisfactory to the Lenders, acting reasonably;


 


(d)                                 an opinion of
Borrower’s Counsel in respect of Borrower and each of the Credit Parties, in
form satisfactory to the Lenders, in form and substance reasonably satisfactory
to Agent and its counsel and each accompanied by a letter addressed to such
counsel from the Credit Parties, authorizing and directing such counsel to
address its opinion to the Lenders or to include in such opinion an express
statement to the effect that the Lenders are authorized to rely on such opinion
as though they were addressees;


 


(e)                                  for each Credit
Party, such Person’s constating documents and all amendments thereto, to the
extent that such have been amended since December 31, 2008;


 


(f)                                    for each Credit
Party, (a) such Person’s bylaws, together with all amendments thereto, to
the extent that such have been amended since December 31, 2008, and (b) resolutions
of such Person’s board of directors, approving and authorizing the execution,
delivery and performance of the Loan Documents to which such Person is a party
and the transactions to be consummated in connection therewith, each certified
by an officer of such Person as being in full force and effect without any
modification or amendment; and


 


(g)                                 such other
certificates, documents and agreements respecting any Credit Party as Agent may
reasonably request.


 


6.                                       Eveready Income Fund. The parties hereto acknowledge
that the trustees of Eveready Income Fund are entering into this Amending
Agreement solely in their capacity as


 


4

















 


trustees
on behalf of Eveready Income Fund and the obligations of Eveready Income Fund hereunder
shall not be personally binding upon the trustees of Eveready Income Fund and
that any recourse against Eveready Income Fund or the trustees of Eveready
Income Fund in any manner in respect of any indebtedness, obligation or
liability of Eveready Income Fund arising hereunder or arising in connection
herewith or from the matters to which the Amending Agreement relates, if any,
including, without limitation, claims based on negligence or otherwise tortious
behaviour, shall be limited to, and satisfied only out of, the assets of
Eveready Income Fund.


 


7.                                       Eveready Income Trust. The parties hereto
acknowledge that the trustees of Eveready Income Trust are entering into this
Amending Agreement solely in their capacity as trustees on behalf of Eveready Income
Trust and the obligations of Eveready Income Trust hereunder shall not be
personally binding upon the trustees of Eveready Income Trust and that any
recourse against Eveready Income Trust or the trustees of Eveready Income Trust
in any manner in respect of any indebtedness, obligation or liability of
Eveready Income Trust arising hereunder or arising in connection herewith or
from the matters to which this Amending Agreement relates, if any, including,
without limitation, claims based on negligence or otherwise tortious behaviour,
shall be limited to, and satisfied only out of, the assets of Eveready Income
Trust.


 


8.                                       Limited Partnerships.  It is hereby acknowledged by all parties
hereto that all of the parties to this Amending Agreement that are limited
partnerships are limited partnerships formed under the Partnership Act (Alberta), a limited
partner (if not a general partner) of which is only liable for any of its
liabilities or any of its losses to the extent of the amount that he or she has
contributed or agreed to contribute to its capital and his or her pro rata
share of any undistributed income.


 


9.                                       Representations and Warranties. As of the date hereof,
each Credit Party represents and warrants that after giving effect to the
amendments contained herein:


 


(a)                                  Borrower agrees
with and confirms to the Agent and the Lenders that as of the Amendment Date
(and after giving effect to this Amending Agreement and the amendments set
forth herein) each of the representations and warranties listed in Section 4
of the Credit Agreement, as amended by this Amending Agreement, is true and
accurate in all material respects; and


 


(b)                                 there is no
Default or Event of Default which has occurred and is continuing.


 


10.                                 Continuing Effect.  Each of the Parties acknowledges and agrees
that the Credit Agreement, as amended by this Amending Agreement, and all other
Loan Documents, will be and continue in full force and effect and are hereby
confirmed and the rights and obligations of all parties thereunder will not be
affected or prejudiced in any manner except as specifically provided herein.


 


11.                                 Further Assurance. Borrower will from time to
time forthwith at the Agent’s request and at Borrower’s own cost and expense,
make, execute and deliver, or cause to be done, made, executed and delivered,
all such further documents, financing statements, assignments, acts, matters
and things which may be reasonably required by the Agent and


 


5

















 


as
are consistent with the intention of the parties as evidence herein, with
respect to all matters arising under this Amending Agreement.


 


12.                                 Expenses.  Borrower
will be liable for all expenses of the Agent and the Lenders, including,
without limitation, reasonable legal fees (on a solicitor and his own client
basis) and other out-of-pocket expenses in connection with the negotiation,
preparation, establishment, operation or enforcement of the Credit Facilities,
the Credit Agreement and this Amending Agreement (whether or not consummated)
by the Lenders.


 


13.                                 Counterparts.  This
Amending Agreement may be executed in any number of counterparts, each of which
when executed and delivered will be deemed to be an original, but all of which
when taken together constitutes one and the same instrument. Any party may
execute this Amending Agreement by signing any counterpart.


 


[The remainder of this page has been
intentionally left blank]


 


6
















 


IN WITNESS WHEREOF, the parties have caused
this Amending Agreement to be duly executed by their respective authorized
officers as of the Amendment Date.


 


 


	
   

  	
  EVEREADY
  ENERGY SERVICES

  
	
   

  	
  CORP., as
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  GE CANADA
  ASSET FINANCING

  
	
   

  	
  HOLDING
  COMPANY, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Ron
  Tratch”

  
	
   

  	
  Name:

  	
  Ron Tratch

  
	
   

  	
  Title:

  	
  Senior Vice President
  Risk, Canada

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  GE CANADA
  ASSET FINANCING

  
	
   

  	
  HOLDING
  COMPANY, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Ron
  Tratch”

  
	
   

  	
  Name:

  	
  Ron Tratch

  
	
   

  	
  Title:

  	
  Senior Vice President
  Risk, Canada

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  ABN AMRO
  BANK, N.V., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “David
  R. Wingfelder”

  
	
   

  	
  Name:

  	
  David R. Wingfelder

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO
  BANK, N.V., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Michael
  D. Quinn”

  
	
   

  	
  Name:

  	
  Michael D. Quinn

  
	
   

  	
  Title:

  	
  Vice President

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009


 

















 


	
   

  	
  BANK OF
  MONTREAL, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Brent
  Rombough”

  
	
   

  	
  Name:

  	
  Brent Rombough

  
	
   

  	
  Title:

  	
  Senior Account Manager

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  THE BANK
  OF NOVA SCOTIA, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “John
  Cherian”

  
	
   

  	
  Name:

  	
  John Cherian

  
	
   

  	
  Title:

  	
  Deputy, Alberta Credit
  Solutions

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  CANADIAN
  WESTERN BANK, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Blair
  Zahara”

  
	
   

  	
  Name:

  	
  Blair Zahara

  
	
   

  	
  Title:

  	
  Manager, Commercial
  Banking

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  CANADIAN
  IMPERIAL BANK OF

  
	
   

  	
  COMMERCE,
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “John
  Steeves”

  
	
   

  	
  Name:

  	
  John Steeves

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  THE
  TORONTO-DOMINION BANK, as  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Joe
  Seidel”

  
	
   

  	
  Name:

  	
  Joe Seidel

  
	
   

  	
  Title:

  	
  Associate Vice President,

  
	
   

  	
   

  	
  Commercial National
  Accounts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  TORONTO-DOMINION BANK, as  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Timothy
  Eaton”

  
	
   

  	
  Name:

  	
  Timothy Eaton

  
	
   

  	
  Title:

  	
  Analyst, Commercial
  National

  
	
   

  	
   

  	
  Accounts

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
   

  	
  WELLS
  FARGO FINANCIAL

  
	
   

  	
  CORPORATION
  CANADA, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  “Paul D.
  Young”

  
	
   

  	
  Name:

  	
  Paul D. Young

  
	
   

  	
  Title:

  	
  Vice President

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 
















 


	
  EVEREADY
  INCOME FUND, by its

  	
   

  	
  RIVER
  VALLEY ENERGY SERVICES

  
	
  Administrator,
  EVEREADY HOLDINGS

  	
   

  	
  LTD.

  
	
  GP LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVEREADY
  INCOME TRUST by its

  	
   

  	
  EVEREADY
  HOLDINGS LIMITED

  
	
  Trustees

  	
   

  	
  PARTNERSHIP,
  by its General Partner,

  
	
   

  	
   

  	
  EVEREADY
  HOLDINGS GP LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JL
  FILTRATION OPERATING

  	
   

  	
  EVEREADY
  OPERATING LIMITED

  
	
  LIMITED
  PARTNERSHIP, by its

  	
   

  	
  PARTNERSHIP,
  by its General Partner

  
	
  General
  Partner, JL FILTRATION INC.

  	
   

  	
  EVEREADY
  ENERGY SERVICES

  
	
   

  	
   

  	
   

  	
  CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIVER
  VALLEY OPERATING

  	
   

  	
  EVEREADY
  INC.

  
	
  LIMITED
  PARTNERSHIP, by its

  	
   

  	
   

  	
   

  
	
  General
  Partner, RIVER VALLEY

  	
   

  	
   

  	
   

  
	
  ENERGY
  SERVICES LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
  EVEREADY
  ENERGY WESTERN LTD.

  	
   

  	
  MOBILE
  INDUSTRIAL HEALTH

  
	
   

  	
   

  	
   

  	
  SERVICES
  LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JL
  FILTRATION INC.

  	
   

  	
  TRI-VAX
  ENTERPRISES LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVEREADY
  ENERGY SERVICES, INC.

  	
   

  	
  WINTERHAWK
  ENTERPRISES

  
	
   

  	
   

  	
   

  	
  (PROVOST)
  LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVEREADY
  ENERGY SERVICES

  	
   

  	
  EVEREADY
  DIRECTIONAL BORING

  
	
  CORP.

  	
   

  	
  LP, by
  its General Partner, EVEREADY

  
	
   

  	
   

  	
   

  	
  DIRECTIONAL
  BORING LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ASTEC
  SAFETY SERVICES LTD.

  	
   

  	
  SAFETY
  WATCH, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
  CAT-TECH
  OPERATING LIMITED

  	
   

  	
  GREAT
  LAKES CARBON

  
	
  PARTNERSHIP,
  by its General Partner,

  	
   

  	
  TREATMENT,
  INC.

  
	
  CAT TECH
  CANADA LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAT TECH,
  LLC

  	
   

  	
  AIRBORNE
  IMAGING INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAT TECH
  CANADA LTD.

  	
   

  	
  EVEREADY
  HOLDINGS (USA) INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVEREADY
  HOLDINGS GP LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


	
  BREATHING
  SYSTEMS INTERNATIONAL, LLC

  	
   

  	
  RIVER
  VALLEY ENERGY SERVICES INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVEREADY
  DIRECTIONAL BORING LTD.

  	
   

  	
  DENMAN
  INDUSTRIAL TRAILERS LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
  By:

  	
  “Jason
  Vandenberg”

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
  Name:

  	
  Jason Vandenberg

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DENMAN
  INDUSTRIAL OPERATING LIMITED 

  	
   

  	
   

  	
   

  
	
  PARTNERSHIP,
  by its general partner DENMAN 

  	
   

  	
   

  	
   

  
	
  INDUSTRIAL
  TRAILERS LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason
  Vandenberg”

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jason Vandenberg

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  



 


This is a
counterpart signature page to the Amending Agreement dated April 24,
2009.


 

















 


SCHEDULE 1


TO FIRST AMENDING AGREEMENT

EVEREADY ENERGY SERVICES CORP.


 


Commitments as of Closing Date


 


[Redacted due to sensitive business
information]