Exhibit 4.34B


 


Execution Copy




 


 





 


SECOND 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,


as Agent and Lender,


 


-and-


 


CANADIAN IMPERIAL BANK OF COMMERCE,


as Agent nominee and Lender,


 


-and-


 


THE LENDERS SIGNATORY HERETO FROM TIME TO TIME,


as Lenders,


 


-and-


 


BANK OF MONTREAL AND CANADIAN IMPERIAL BANK OF
COMMERCE,


as Co-Syndication Agents


 


-and-


 


BANK OF NOVA SCOTIA,


as Documentation Agent


 




 





 


July 27, 2009


 

















 


SECOND AMENDING AGREEMENT


TO THE AMENDED AND RESTATED


CREDIT AGREEMENT DATED DECEMBER 31, 2008


 


THIS
AMENDING AGREEMENT is made effective as of July 27,
2009 (the “Second 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,


as Agent and Lender,


 


-and-


 


CANADIAN IMPERIAL BANK OF COMMERCE,


as Agent nominee and Lender,


 


-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 by a first amending agreement dated April 24,
2009 (as amended, the “Credit Agreement”),
the Lenders agreed, inter  alia, to provide to Borrower the Loans.


 


B.                                     Effective July 31,
2009  GE Canada resigns in its
capacity as Agent under the Credit Agreement and GE Canada has, on behalf of
the Lenders, appointed CIBC as the successor Agent.


 


C.                                     The parties wish
to amend the Credit Agreement on the terms and conditions provided in this
Second Amending Agreement (the “Second
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 Second Amending
Agreement will, unless otherwise defined herein, have the meaning attributed to
such terms in the Credit Agreement, as amended by this Second Amending
Agreement.  Commencing the date hereof,
the Credit Parties and Lenders acknowledge that for the purposes of the Credit
Agreement, this Second 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.                                     Consent: The Lenders hereby consent to
the following:


 


(a)           the Change of
Control triggered by the Clean Harbors Acquisition;


 


(b)                                 the amalgamation of
the Corporation and a direct or an indirect subsidiary of Clean Harbors immediately
following the acquisition by such subsidiary of all of the outstanding common
shares of the Corporation; and


 


(c)                                  the repayment of the
Debentures using the proceeds of the Debenture Repurchase Facility subject to
the following conditions:


 


(i)                                     the proceeds of
the Debenture Repurchase Facility shall be used by the Borrower (and, to the
extent distributed to them by the Borrower each other Credit Party) solely to
fund the repayment of the Debentures;


 


(ii)                                  interest payable on
the Debenture Repurchase Facility shall be solely “paid in kind” by being added
to the principal amount of the Debenture Repurchase Facility; and


 


(iii)                               the receipt by the Agent
of an executed copy of a subordination and postponement agreement between the
Agent and Clean Harbors by which Clean Harbors subordinates all indebtedness,
liabilities and obligations to the Agent and the Lenders.


 


The Lenders hereby waive any Default or Event of Default under Sections
7.1, 10.1(b) or 10.1(l) that may have occurred pursuant to the Loan
Documents solely due to the Clean Harbors Acquisition or the Debenture
Repurchase Facility.


 


4.                                       Expiration of Consent. Unless otherwise
agreed upon by all the Lenders in their sole discretion, the foregoing consent
shall expire on November 30, 2009, at which point if an Event of Default
has occurred, such Event of Default can only be waived by all the Lenders in
their sole discretion.


 


2

















 


5.             Agency Amendments. Effective as of July 31, 2009, the
Credit Agreement is amended as follows:


 


(a)           The preamble on Page 1
of the Credit Agreement is hereby deleted in its entirety and replaced with:


 


“This Amended and Restated Credit Agreement (this “Agreement”), dated as of December 31,
2008, among EVEREADY ENERGY SERVICES CORP.,
a corporation incorporated under the laws of Alberta (“Borrower”), the other Credit Parties
signatory hereto, and CANADIAN IMPERIAL BANK
OF COMMERCE (“CIBC” or “Agent”), for itself as Lender and Agent,
Bank of Montreal, Canadian Western Bank, GE Canada Asset Financing Holding
Company, ABN Amro Bank N.V., The Toronto Dominion Bank, The Bank of Nova
Scotia, Wells Fargo Financial Corporation Canada and AIB Debt Management,
Limited, as Lenders, and the other Lenders signatory hereto from time to time.”


 


(b)                                 Sections 11.2 and 11.4
of the Credit Agreement are hereby amended by deleting each reference to “GE
Canada” and replacing same with “CIBC”.


 


6.                                       Acquisition Amendments. Immediately
upon the occurrence of the Clean Harbors Acquisition if consented to under Section 3
hereof, the Credit Agreement is amended as follows:


 


(a)           Section 1.4(c) of
the Credit Agreement is hereby deleted in its entirety and replaced with:


 


“Repayment. The Borrower promises to repay the Term Loan B on
the first day of each calendar month commencing May 1, 2007 and ending November 30,
2009 in equal monthly principal payments of $125,000 (based on amortization of
1% per annum), and commencing December 1, 2009 and ending May 1, 2012
in equal monthly principal payments of $2,400,000 (based on amortization of 20%
per annum and a balloon payment at maturity) and on the Term Loan B Period
Maturity Date all amounts outstanding under the Term Loan B, together with
interest thereon as prescribed in Section 1.7.”


 


(b)           Section 7.1 is
hereby deleted in its entirety and replaced with the following:


 


“Except as otherwise provided in Section 7.2, no Consolidated
Party shall directly or indirectly, by operation of law or otherwise, (a) form
or acquire any Subsidiary, or (b) amalgamate or merge with, consolidate
with, acquire all or substantially all of the assets or Stock of, or otherwise
combine with or acquire, any Person. Notwithstanding the foregoing, any
Consolidated Party may enter into a Permitted Acquisition to acquire all or
substantially all of the assets or Stock of any Person (the “Target”) subject to the consent of all the
Lenders in their sole discretion.”


 


(c)           The following is
hereby added after Section 7.2(c) of the Credit Agreement as Section 7.2(d):


 


3

















 


“all of the Lenders is their sole discretion consent to such
amalgamation, merger, consolidation or transfer.”


 


(d)           The following is hereby added after Section 7.3(c) of
the Credit Agreement as Section 7.3(d):


 


“such Person is a Consolidated Party.”


 


(e)                                  Section 7.5(a) of
the Credit Agreement is hereby amended by adding the phrase “Without the
consent of all of the Lenders in their sole discretion,” to the beginning of
such section.


 


(f)            Section 7.13 of the Credit
Agreement is hereby amended by deleting part (d) thereof.


 


(g)           The following is hereby added after Section 10.1(n) of
the Credit Agreement as Section 10.1(o):


 


“(o)         Cross Default; Clean Harbors. If as a
result of any circumstance or event, including the completion of the Clean
Harbors Acquisition, Clean Harbors or any of its Subsidiaries defaults (which
includes the occurrence of an event or circumstance which with the passage of
time or giving of notice, or both, would constitute a default) in any of its
obligations under or with respect to any material agreement to which Clean
Harbors or any of its Subsidiaries is a party, including under Clean Harbors
Outstanding Indebtedness, and in respect of which any Person is entitled to
exercise any rights or remedies against Clean Harbors (including any of its or
its Subsidiaries’ property) and which such Person is exercising, including the
acceleration of the Indebtedness under Clean Harbors Outstanding Indebtedness,
provided that the value of such rights or remedies exceeds, in the aggregate, $25,000,000.”


 


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


 


““Change of Control” means
if, after the Closing Date, any Person, (a) other than another Credit Party,
acquires, directly or indirectly, any capital stock of a Credit Party, or (b) acquires,
directly or indirectly, any trust units of a trust of a Credit Party.”


 


(i)                                     The definition “Employee Unit Plan Guarantees” in Annex “A”
of the Credit Agreement is hereby amended by adding the phrase “before July 31,
2009” after the phrase “in respect of loan obligations incurred”.


 


(j)                                     The definition “Interest Payment Date” in Annex “A” of the
Credit Agreement is hereby amended by deleting the phrase “(i) for interest
calculated based on Canadian Prime Rate, the last day of each Fiscal Month” and
replacing same with “(i) for interest calculated based on Canadian Prime
Rate, the first day of each Fiscal Month”.


 


(k)                                  The definition “Permitted Distribution” in Annex “A” of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


4

















 


““Permitted Distribution”
means (a) any distribution or payment which the Borrower is permitted to
make pursuant to the terms of the Agreement, and (b) any interest “paid in
kind” through additional principal amounts being added to the indebtedness on
the Debenture Repurchase Facility.”


 


(l)                                   The
definition “Subordinated Debt” in
Annex “A” of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


““Subordinated Debt” means
(i) such Indebtedness of any Credit Party that is subordinated to the Loan
pursuant to a subordination and postponement agreement or otherwise on terms
acceptable to Agent in its sole discretion; and (ii) Indebtedness of any
Credit Party pursuant to the Debenture Repurchase Facility; and (iii) except
for purposes of determining “Net Worth” and “Unfinanced Capital Expenditures”,
the Employee Unit Plan Guarantees.”


 


(m)                             The
following definitions are hereby added to Annex “A” of the Credit Agreement in
the appropriate alphabetical order:


 


“Clean Harbors” means
Clean Harbors, Inc., a corporation existing under the laws of the State of
Massachusetts and its Subsidiaries (except the Consolidated Parties).


 


“Clean Harbors  Acquisition” means the acquisition by a
direct or an indirect subsidiary of Clean Harbors of all of the issued and
outstanding common shares of the Corporation; all by way of an arrangement
under Section 193 of the Business
Corporation Act (Alberta) as described in the Corporation’s Notice
of Annual and Special Meeting and Management Information Circular dated June 15,
2009 and the subsequent amalgamation of the Corporation with such direct or
indirect subsidiary provided that immediately prior to such amalgamation such
direct or indirect subsidiary has no material assets or liabilities except for
the Debenture Repayment Facility and shares of the Corporation.


 


“Clean Harbors Outstanding
Indebtedness” means all outstanding indebtedness of Clean Harbors,
including: (i) the U.S. $23,032,000 principal amount of 11.25% senior
secured notes due July 15, 2012; (ii) the U.S. $70,000,000 revolving
credit facility; (iii) the U.S. $50,000,000 synthetic letter of credit facility;
and (iv) the U.S. $30,000,000 term loan due December 1, 2010.


 


“Debentures” means the
7.00% convertible unsecured subordinated debentures due June 30, 2011
originally issued by Eveready Income Fund and assumed by the Corporation.


 


“Debenture Repurchase Facility”
means the loan facility made available to the Borrower by Clean Harbors to
retire the existing Indebtedness under the Debentures and to redeem and cancel
the Deferred Shares.


 


“Deferred Shares” means
the Corporation’s outstanding deferred shares.


 


(n)           The following
definitions are hereby deleted from Annex “A” of the Credit Agreement:


 


5

















 


“Acquisition Pro Forma”
has the meaning ascribed to it in Section 7.1(a)(ix)(A).


 


“Acquisition Projections”
has the meaning ascribed to it in Section 7.1(a)(ix)(B).


 


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


 


(a)           an executed copy of
this Second Amending Agreement;


 


(b)                                 an executed copy of
the assignment agreement dated the date hereof between the Agent and the CIBC
with respect to any security granted by a Credit Party to the Agent;


 


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


 


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


 


(e)                                  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;


 


(f)                                    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;


 


(g)                                 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;


 


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


 


(i)                                     the payment of all
fees and expenses which are payable by the Borrower to the Agent, on its own
behalf and on behalf of the Lenders, including a work fee of $20,000 to each
Lender (except any Non-Consenting Lenders).


 


8.                                       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 Second Amendment Date
(and after giving effect to this Second Amending


 


6

















 


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 Second 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.


 


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


 


10.                                 Eveready Income Trust. The parties hereto
acknowledge that the trustees of Eveready Income Trust are entering into this
Second 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 Second 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.


 


11.                                 Limited Partnerships.  It is hereby acknowledged by all parties
hereto that all of the parties to this Second 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.


 


12.                                 Continuing Effect.  Each of the Parties acknowledges and agrees
that the Credit Agreement, as amended by this Second 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.


 


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


 


14.                                 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


 


7

















 


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 Second Amending Agreement (whether or not
consummated) by the Lenders.


 


15.                                 Counterparts. This Second 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 Second Amending Agreement by signing any counterpart.


 


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


 


8
















 


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


 


 


	
   

  	
  EVEREADY ENERGY SERVICES  CORP., as Borrower 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  “Jason Vandenberg”

  
	
   

  	
  Name:

  	
  Jason
  Vandenberg

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 

















 


	
   

  	
  BANK OF MONTREAL, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  “Curtis Mckenzie”

  
	
   

  	
  Name: 

  	
  Curtis
  McKenzie

  
	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  “Brent Rombough”

  
	
   

  	
  Name: 

  	
  Brent
  Rombough

  
	
   

  	
  Title: 

  	
  Senior
  Account Manager

  



 


2

















 


	
   

  	
  THE BANK OF NOVA SCOTIA, as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  “Dave Forbes”

  
	
   

  	
  Name: 

  	
  Dave Forbes

  
	
   

  	
  Title: 

  	
  Director,
  Credit Solutions

  



 

















 


	
   

  	
  CANADIAN WESTERN BANK, as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  “Blair Zahara”

  
	
   

  	
  Name: 

  	
  Blair Zahara

  
	
   

  	
  Title:

  	
  Assistant
  Vice President, Commercial Banking

  



 

















 


	
   

  	
  CANADIAN IMPERIAL BANK OF COMMERCE, as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  “Brent Agerbak”

  
	
   

  	
  Name: 

  	
  Brent
  Agerbak

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  



 


2

















 


	
   

  	
  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 Acounts

  



 

















 


	
   

  	
  WELLS FARGO FINANCIAL CORPORATION CANADA, as Lender 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  “Paul D. Young”

  
	
   

  	
  Name:

  	
  Paul D.
  Young

  
	
   

  	
  Title:

  	
  Vice
  President

  



 
















 


	
  EVEREADY INCOME FUND, by its  Administrator, EVEREADY HOLDINGS  GP LTD. 

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EVEREADY INCOME TRUST by its  Trustees 

  	
   

  	
  EVEREADY HOLDINGS LIMITED  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  LIMITED PARTNERSHIP, by its  General Partner, JL FILTRATION INC. 

  	
   

  	
  EVEREADY OPERATING LIMITED  PARTNERSHIP, by its General Partner  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  LIMITED PARTNERSHIP, by its  General Partner, RIVER VALLEY  ENERGY SERVICES LTD. 

  	
   

  	
  EVEREADY INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  “Jason Vandenberg”

  	
   

  	
  By: 

  	
  “Jason Vandenberg”

  
	
  Name: 

  	
  Jason
  Vandenberg

  	
   

  	
  Name: 

  	
  Jason
  Vandenberg

  
	
  Title: 

  	
  Chief
  Financial Officer

  	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  



 


2

















 


	
  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  CORP. 

  	
   

  	
  EVEREADY DIRECTIONAL BORING  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

  



 


3

















 


	
  CAT-TECH OPERATING LIMITED   PARTNERSHIP,
  by its General Partner,  CAT TECH
  CANADA LTD. 

  	
   

  	
  GREAT LAKES CARBON TREATMENT, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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. 

  	
   

  	
  EVEREADY DIRECTIONAL BORING  LTD. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  “Jason Vandenberg”

  	
   

  	
  By: 

  	
  “Jason Vandenberg”

  
	
  Name:

  	
  Jason
  Vandenberg

  	
   

  	
  Name: 

  	
  Jason
  Vandenberg

  
	
  Title:

  	
  Chief Financial
  Officer

  	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  



 

















 


	
  DENMAN INDUSTRIAL OPERATING  LIMITED PARTNERSHIP, by its  general partner DENMAN INDUSTRIAL TRAILERS 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

  



 


2