First Amendment to Loan Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO LOAN AGREEMENT 
 THIS FIRST AMENDMENT TO LOAN AGREEMENT (this
“Amendment”) is executed as of December 23, 2008 (the “First Amendment Effective Date”), by and among NATCO GROUP INC., a Delaware corporation (the “U.S. Borrower”); NATCO CANADA, LTD., a
corporation formed under the laws of the Province of Ontario (the “Canadian Borrower”); AXSIA GROUP LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom (the “U.K.
Borrower”); each of the lenders which is or may from time to time become a party to the Loan Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), WELLS FARGO BANK,
NATIONAL ASSOCIATION, acting as agent for the U.S. Lenders (in such capacity, together with its successors in such capacity, the “U.S. Agent”); HSBC BANK CANADA, acting as agent for the Canadian Lenders (in such capacity, together
with its successors in such capacity, the “Canadian Agent”), and HSBC BANK PLC, acting as agent for the U.K. Lenders (in such capacity, together with its successors in such capacity, the “U.K. Agent”). The U.S.
Borrower, the Canadian Borrower and the U.K. Borrower are herein collectively called the “Borrowers” and the U.S. Agent, the Canadian Agent and the U.K. Agent are herein collectively called the “Agents”. 

RECITALS 
 A. The Borrowers, the
Lenders and the Agents executed and delivered that certain Loan Agreement dated as of July 12, 2006 (as amended, the “Loan Agreement”). Any capitalized term used in this Amendment and not otherwise defined shall have the
meaning ascribed to it in the Loan Agreement. 
 B. The Borrowers, the Lenders and the Agents desire to amend the Loan Agreement in certain
respects. 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and
further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Agents do hereby agree as follows: 
 SECTION 1. Amendments to Loan Agreement. On and after the First Amendment Effective Date, the Loan Agreement is amended as follows: 
 (a) The definition of “Commitment Fee Percentage” set forth in Section 1.1 of the Loan Agreement is hereby amended to read in
its entirety as follows: 
 Commitment Fee Percentage means the applicable per annum percentage set forth at the
appropriate intersection in the table shown below, based on the Funded Debt to EBITDA Ratio as of the last day of the most recently ended fiscal quarter of U.S. Borrower calculated by U.S. Agent as soon as practicable after receipt by U.S. Agent of









 
all financial reports required under this Agreement with respect to such fiscal quarter (including a Compliance Certificate) (provided, however, that if the
Commitment Fee Percentage is increased as a result of the reported Funded Debt to EBITDA Ratio, such increase shall be retroactive to the date that U.S. Borrower was obligated to deliver such financial reports to U.S. Agent pursuant to the terms of
this Agreement and provided further, however, that if the Commitment Fee Percentage is decreased as a result of the reported Funded Debt to EBITDA Ratio, and such financial reports are delivered to U.S. Agent not more than ten (10) calendar
days after the date required to be delivered pursuant to the terms of this Agreement, such decrease shall be retroactive to the date that U.S. Borrower was obligated to deliver such financial reports to U.S. Agent pursuant to the terms of this
Agreement): 
  

			
	 Funded Debt to EBITDA Ratio
	  	Commitment
Fee Percentage
	 Greater than or equal to
	  	
	 2.50 to 1.00
	  	0.60
		
	 Greater than or equal to
	  	
	 2.00 to 1.00 but less than
	  	0.55
	 2.50 to 1.00
	  	
		
	 Greater than or equal to
	  	
	 1.50 to 1.00 but less than
	  	0.50
	 2.00 to 1.00
	  	
		
	 Greater than or equal to
	  	
	 1.00 to 1.00 but less than
	  	0.45
	 1.50 to 1.00
	  	
		
	 Less than 1.00 to 1.00
	  	0.40

 (b) A new definition of “Defaulting U.S. Lender” is hereby added to
Section 1.1 of the Loan Agreement, such new definition to read in its entirety as follows: 
 “Defaulting
U.S. Lender” shall mean any U.S. Lender that (a) has failed (which failure has not been cured within one Business Day of the date required to be funded by it hereunder), or has notified the U.S. Agent and/or any Borrower that it does
not intend, to fund any portion of the Loans or participations in the Letter of Credit Liabilities required to be funded by it hereunder on the date required to be funded by it hereunder, (b) has otherwise failed to pay to the U.S. Agent or any
other Lender any other amount required to be paid by it hereunder on the date when due and such failure continues uncured for a period of one Business Day after notice thereof, unless such failure is the subject of a good faith dispute, or
(c) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or


  

 2 








 
has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent
company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment. 
 (c) The definition of “Margin Percentage” set forth in
Section 1.1 of the Loan Agreement is hereby amended to read in its entirety as follows: 
 Margin
Percentage means the applicable per annum percentage set forth at the appropriate intersection in the table shown below, based on the Funded Debt to EBITDA Ratio as of the last day of the then most recently ended fiscal quarter of U.S. Borrower
calculated by U.S. Agent as soon as practicable after receipt by U.S. Agent of all financial reports required under this Agreement with respect to such fiscal quarter (including a Compliance Certificate) (provided, however, that if the Margin
Percentage is increased as a result of the reported Funded Debt to EBITDA Ratio, such increase shall be retroactive to the date that U.S. Borrower was obligated to deliver such financial reports to U.S. Agent pursuant to the terms of this Agreement
and provided further, however, that if the Margin Percentage is decreased as a result of the reported Funded Debt to EBITDA Ratio, and such financial reports are delivered to U.S. Agent not more than ten (10) calendar days after the date
required to be delivered pursuant to the terms of this Agreement, such decrease shall be retroactive to the date that U.S. Borrower was obligated to deliver such financial reports to U.S. Agent pursuant to the terms of this Agreement): 

 

					
	 Funded Debt to EBITDA Ratio
	  	U.K. Prime Loans &
LIBOR Borrowings
Margin Percentage	  	Canadian Prime Loans &
Base Rate
Borrowings
Margin Percentage
	 Greater than or equal to
	  		  	
	 2.50 to 1.00
	  	3.50	  	3.50
			
	 Greater than or equal to
	  		  	
	 2.00 to 1.00 but less than
	  	3.25	  	3.25
	 2.50 to 1.00
	  		  	
			
	 Greater than or equal to
	  		  	
	 1.50 to 1.00 but less than
	  	3.00	  	3.00
	 2.00 to 1.00
	  		  	
			
	 Greater than or equal to
	  		  	
	 1.00 to 1.00 but less than
	  	2.75	  	2.75
	 1.50 to 1.00
	  		  	
			
	 Less than 1.00 to 1.00
	  	2.50	  	2.50

  

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 (d) A new definition of “Maximum U.S. Letter of Credit Amount” is hereby added to
Section 1.1 of the Loan Agreement, such new definition to read in its entirety as follows: 
 “Maximum
U.S. Letter of Credit Amount” shall mean, as of any date, $100,000,000 minus the aggregate amount of the U.S. Commitments of any Defaulting U.S. Lenders as of such date. 
 (e) The reference to $50,000,000” in the first sentence of Section 2.2(a) of the Loan Agreement is hereby amended to read “the
Maximum U.S. Letter of Credit Amount”. 
 (f) Section 2.4(c) of the Loan Agreement is hereby amended to read in its entirety
as follows: 
 (c) Optional Increase. At any time after December 23, 2008 and so long as no Default or Event of
Default shall have occurred which is continuing, U.S. Borrower shall have the right to increase the U.S. Commitments by an amount not exceeding $22,350,000, in the aggregate, provided that (i) the U.S. Borrower shall give notice of each such
increase to the U.S. Agent as provided in Section 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent
by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and provisions of Section 11.6 hereof as
if such new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and the like),
(iv) the U.S. Borrower shall execute and deliver such additional or replacement U.S. Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the U.S. Agent, any new U.S.
Lenders or any U.S. Lenders which is increasing its Commitment and (v) each such increase shall be in an aggregate amount of at least $3,000,000. If the U.S. Borrower shall terminate or reduce the U.S. Commitments pursuant to
Section 2.4(b) hereof, it shall have no further right to increase the U.S. Commitments pursuant to this Section. U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender for) any breakage costs incurred by any
U.S. Lender in connection with the need to reallocate existing U.S. Revolving Loans among the U.S. Lenders following any increase in the U.S. Commitments pursuant to this provision. 
 (g) A new Section 4.6 is hereby added to the Loan Agreement, such new Section to read in its entirety as follows: 
 4.6. Defaulting U.S. Lender. Notwithstanding any provision of this Agreement to the contrary, if any U.S. Lender becomes a
Defaulting U.S. Lender, then the following provisions shall apply for so long as such U.S. Lender is a Defaulting U.S. Lender: 
  

	 	(i)	fees shall cease to accrue on the unfunded portion of any U.S. Commitment of such Defaulting U.S. Lender pursuant to this Agreement; 

  

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	 	(ii)	the U.S. Commitments and Obligations of such Defaulting U.S. Lender shall not be included in determining whether all Lenders or the Majority Lenders have taken or may take any
action hereunder (including any consent to any amendment or waiver), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting U.S. Lender differently than other
affected Lenders shall require the consent of such Defaulting U.S. Lender; 

  

	 	(iii)	so long as any U.S. Lender is a Defaulting U.S. Lender, no Issuer shall be required to issue, amend or increase any U.S. Letter of Credit, unless it is satisfied that the related
exposure will be 100% covered by the U.S. Commitments of the U.S. Lenders which are not Defaulting U.S. Lenders and/or cash collateral provided by the Borrower; and 

  

	 	(iv)	any amount payable to such Defaulting U.S. Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting
U.S. Lender, be retained by the U.S. Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the U.S. Agent (i) first, to the payment of any amounts owing by
such Defaulting U.S. Lender to the U.S. Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting U.S. Lender to any Issuer hereunder, (iii) third, to the funding of any Loan or the funding or cash
collateralization of any participating interest in any U.S. Letter of Credit in respect of which such Defaulting U.S. Lender has failed to fund its portion thereof as required by this Agreement, as determined by the U.S. Agent, (iv) fourth, pro
rata, to the payment of any amounts owing to the U.S. Borrower or the U.S. Lenders as a result of any judgment of a court of competent jurisdiction obtained by the U.S. Borrower or any U.S. Lender against such Defaulting U.S. Lender as a result of
such Defaulting U.S. Lender’s breach of its obligations under this Agreement and (v) fifth, to such Defaulting U.S. Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a
prepayment of the principal amount of any Loans or reimbursement obligations in respect of Letter of Credit Liabilities which a Defaulting U.S. Lender has funded its participation obligations and (y) made at a time when the conditions set forth
in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all U.S. Lenders which are not Defaulting U.S. Lenders pro rata prior to being applied to the prepayment of
any Loans, or reimbursement obligations owed to, any Defaulting U.S. Lender. 

  

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 (h) Schedule 1.1B to the Loan Agreement is hereby amended to be identical to Schedule 1.1B
attached hereto. 
 SECTION 2. Increase of Revolving Commitments. The U.S. Borrower has heretofore requested pursuant to
Section 2.4(c) of the Loan Agreement (as in effect prior to the First Amendment Effective Date) that the aggregate amount of the U.S. Commitments be increased by $52,650,000. Pursuant thereto, effective on the First Amendment Effective
Date: (a) the aggregate amount of the U.S. Commitments shall be increased to $117,650,000; (b) the U.S. Commitment of each Lender shall, without any further action, be the Commitment specified for such Lender on the attached Exhibit
A; and (c) HSBC Bank USA, National Association (the “New U.S. Lender”) shall become a U.S. Lender under the Loan Agreement with a U.S. Commitment as specified on the attached Exhibit A. Without limiting the
foregoing, the New U.S. Lender hereby acknowledges, agrees and confirms, by its execution of this Amendment, that the New U.S. Lender (x) will be deemed to be a “Lender” under the Collateral Agency Agreement and shall have all of the
obligations of a “Lender” thereunder as if it had executed the Collateral Agency Agreement and (y) will be deemed to be a “U.S. Lender” under that certain Intercreditor Agreement dated as of July 12, 2006 executed by
and among the U.S. Agent, the U.K. Agent, the Canadian Agent and certain financial institutions therein named, and shall have all of the obligations of a “U.S. Lender” thereunder as if it had executed said Intercreditor Agreement.

 SECTION 3. Conditions. This Amendment shall not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with the Loan Agreement): (a) the U.S. Agent (or its counsel) has received from Obligors and all of the Required Lenders either (1) a counterpart of this Amendment signed on behalf of such party or
(2) written evidence satisfactory to the U.S. Agent (which may include telecopy or e-mail transmission of a signed signature page of this Amendment) that such party has signed counterparts of this Amendment; (b) the U.S. Borrower has
executed and delivered to the U.S. Agent for each U.S. Lender a new U.S. Revolving Note in the maximum principal amount of such Lender’s U.S. Commitment and substantially in the form of Exhibit C-1 to the Loan Agreement, and (c) the
U.S. Agent shall have received such opinions, documents and certificates as the U.S. Agent or its counsel may reasonably request relating to the organization, existence and good standing of the U.S. Borrower, the authorization of the execution,
delivery and performance of this Amendment and the new U.S. Revolving Notes by the U.S. Borrower and any other legal matters relating to this Amendment. The U.S. Agent shall give, or cause to be given, prompt notice to the U.S. Borrower and the
Lenders as to whether the conditions specified in the immediately preceding sentence have been satisfied by the deadline set forth therein; such notice may be oral, telephonic, written (including telecopied) or by e-mail. Promptly after this
Amendment shall become effective, each U.S. Lender shall deliver to U.S. Agent (for delivery to U.S. Borrower) the prior U.S. Revolving Note which has been replaced by a new U.S. Revolving Note in connection with the closing of this First Amendment.

 SECTION 4. Ratification. Except as expressly amended by this Amendment, the Loan Agreement and the other Loan Documents shall
remain in full force and effect. None of the rights, title and interests existing and to exist under the Loan Agreement are hereby released, diminished or impaired, and the Borrowers hereby reaffirm all covenants, representations and warranties in
the Loan Agreement. 
  

 6 








 SECTION 5. Amendment Fee. As a condition precedent to the effectiveness of this Amendment, the
Borrowers shall pay to the Agent (for payment to the applicable Lenders) a fee equal to 0.50% times the amount of any increased or new U.S. Commitment after giving effect to this Amendment. 
 SECTION 6. Expenses. The Borrowers shall pay to the U.S. Agent all reasonable fees and expenses of its legal counsel (pursuant to
Section 11.3 of the Loan Agreement) incurred in connection with the execution of this Amendment. 
 SECTION 7.
Certifications. The Borrowers hereby certify that (a) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing and (b) no Default or Event of Default has occurred and is continuing
or will occur as a result of this Amendment. 
 SECTION 8. Miscellaneous. This Amendment (a) shall be binding upon and inure to
the benefit of the Borrowers, the Lenders and the Agents and their respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the required parties; (c) shall be governed by and
construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement and (e) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. The headings herein shall be accorded no significance in interpreting this Amendment. 
  

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 NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02 
 THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY
CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES. 
 IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agents have caused this Amendment to be
signed by their respective duly authorized officers, effective as of the date first above written. 
 Exhibit A – U.S. Commitments

 Schedule 1.1B – Excluded Real Property 
  

			
	NATCO GROUP INC.,
	a Delaware corporation
		
	By:	 	 /s/ Brad Farnsworth

		 	Brad Farnsworth, Senior Vice President and Chief Financial Officer
	
	NATCO CANADA, LTD., a corporation formed under the laws of the Province of Ontario
		
	By:	 	 /s/ Brad Farnsworth

		 	Brad Farnsworth, Vice President
	
	AXSIA GROUP LIMITED,
	a company incorporated in England and Wales under the Companies Act of the United Kingdom
		
	By:	 	 /s/ Brad Farnsworth

		 	Brad Farnsworth,
		 	Authorized Signatory


 [Signature Page to First Amendment] 








			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as U.S. Agent, Issuer of U.S. Letters of Credit, and a U.S. Lender
		
	By:	 	 /s/ Michael Janak

	Name:	 	Michael Janak
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Julie Castano

	Name:	 	Julie Castano
	Title:	 	Vice President
	
	HSBC BANK PLC,
	as U.K. Agent
		
	By:	 	 /s/ Tracey Charles Roberts

	Name:	 	Tracey Charles Roberts
	Title:	 	Senior Corporate Banking Manager
	
	 HSBC BANK CANADA,
 as Canadian
Agent

		
	By:	 	 /s/ Drew Single

	Name:	 	Drew Single
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Peter Borsos

	Name:	 	Peter Borsos
	Title:	 	Assistant Vice President


 [Signature Page to First Amendment] 








			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Thomas E. Okamoto

	Name:	 	Thomas E. Okamoto
	Title:	 	Vice President
	
	CALYON NEW YORK BRANCH
		
	By:	 	 /s/ David Gurhigian

	Name:	 	David Gurghigian
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael D. Willis

	Name:	 	Michael D. Willis
	Title:	 	Director
	
	COMPASS BANK
		
	By:	 	 /s/ Eric Ensmann

	Name:	 	Eric Ensmann
	Title:	 	Senior Vice President
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Anil J. Chandy

	Name:	 	Anil J. Chandy
	Title:	 	Assistant Vice President


 [Signature Page to First Amendment] 







 The undersigned hereby join in this Amendment to evidence their consent to execution by Borrowers of this
Amendment, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to the Loan Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Lender would not
execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code §26.02 set forth above. 
  

			
	NATIONAL TANK COMPANY, a Delaware corporation, and TEST AUTOMATION & CONTROLS, INC., a Louisiana corporation
		
	By:	 	 /s/ Brad Farnsworth

		 	Brad Farnsworth,
		 	Senior Vice President and Treasurer
	
	AXSIA HOLDINGS LIMITED (formerly known as Starfish Acquisition Limited), a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA LIMITED, a
company incorporated in England and Wales under the Companies Act of the United Kingdom, NATCO UK LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA HOWMAR LIMITED, a company incorporated in
England and Wales under the Companies Act of the United Kingdom, and RICHARD MOZLEY LIMITED, company incorporated in England and Wales under the Companies Act of the United Kingdom
		
	By:	 	 /s/ Brad Farnsworth

		 	Brad Farnsworth,
		 	Authorized Signatory


 [Signature Page to First Amendment] 







 EXHIBIT A 
  

				
	 Lender
	  	U.S. Commitment
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
	  	$	35,000,000
		
	 BANK OF AMERICA, N.A.
	  	$	27,150,000
		
	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	  	$	26,500,000
		
	 CALYON NEW YORK BRANCH
	  	$	10,000,000
		
	 COMPASS BANK
	  	$	5,000,000
		
	 HSBC BANK USA, NATIONAL ASSOCIATION
	  	$	14,000,000








 Schedule 1.1B 
 Excluded Real Property 
  

							
	 Street Address
	  	State	  	Zip Code	  	Owned/
Leased
	 2195 9th Avenue,
Northport
	  	AL	  	35476	  	Leased
	 2635 Blaney Hill Road, Conway
	  	AR	  	72032	  	Leased
	 8912 Golden State Avenue, Bakersfield
	  	CA	  	93308	  	Leased
	 2504 Verne Roberts Circle, Antioch
	  	CA	  	94509	  	Leased
	 Foot of Arcy Lane, 880 Building, Pittsburgh
	  	CA	  	94565	  	Leased
	 3975 E. 56th Ave., Units A-3, A-4 &
A-5, Commerce City
	  	CO	  	80022	  	Leased
	 1600 Broadway, #2400, Denver
	  	CO	  	80202	  	Leased
	 2175 Railroad Avenue, Grand Junction
	  	CO	  	81505	  	Leased
	 9063 Highway 23, Belle Chasse
	  	LA	  	70037	  	Leased
	 1919 Benton Road, Bossier City
	  	LA	  	71111	  	Owned
	 718 Highway 90 East, New Iberia
	  	LA	  	70560	  	Leased
	 5315, 5315 1/2, 5413, and 5419 Curtis Lane, New Iberia
	  	LA	  	70560	  	Leased
	 1010 Highway 90 West, New Iberia (Training Center)
	  	LA	  	70560	  	Owned
	 Highway 131 at Wood Road, Kalkaska
	  	MI	  	49646	  	Owned
	 507 Main Street, Old Highway 51 North, Brookhaven
	  	MS	  	39601	  	Leased
	 Highway 2 & 85 North and West of Highway 2 & 85 North, Williston
	  	ND	  	58801	  	Owned
	 501, 511 &521 58th Street, Williston

	  	ND	  	58801	  	Owned
	 2201 North First Street, Bloomfield
	  	NM	  	87413	  	Owned
	 3122 National Parks Highway, Carlsbad
	  	NM	  	88220	  	Leased
	 621 North Grimes, Hobbs
	  	NM	  	88240	  	Owned
	 Highway 7 West, Ratliff City
	  	OK	  	73481	  	Leased
	 1708 S.E. 25th Street Oklahoma City
	  	OK	  	73129	  	Owned
	 10910 East 55th Place,
Tulsa
	  	OK	  	74146	  	Leased
	 10404 East 55th Place,
Tulsa
	  	OK	  	74146	  	Leased
	 1410 Wayne Avenue, Indiana
	  	PA	  	15701	  	Leased
	 5318 FM 517, Alvin
	  	TX	  	77511	  	Leased
	 2762 Highway 21 East, Caldwell
	  	TX	  	77836	  	Leased
	 413 Hereford Road, Corpus Christi
	  	TX	  	78408	  	Owned
	 2001 North Lexington Blvd., Corpus Christi
	  	TX	  	78408	  	Leased
	 125 Highway 171, Godley
	  	TX	  	76044	  	Leased
	 11210 Equity Drive, Houston
	  	TX	  	77041	  	Leased
	 1674 West Sam Houston Parkway North, Houston
	  	TX	  	77043	  	Leased
	 6213 West Sam Houston Parkway North, Houston
	  	TX	  	77041	  	Leased
	 4901 West Sam Houston Parkway North, Houston
	  	TX	  	77041	  	Leased
	 Highway 96 North, Jasper
	  	TX	  	75951	  	Leased
	 330 Houston, Kilgore
	  	TX	  	75662	  	Owned
	 5812 West Marshall Avenue, Longview
	  	TX	  	75604	  	Owned
	 26535 FM 2978 Road, Magnolia
	  	TX	  	77354	  	Owned
	 1401 North Maple, Perryton
	  	TX	  	79070	  	Leased
	 4200 North County Road 1788, Midland
	  	TX	  	79701	  	Leased
	 4520, 4560, 4576, 4580, 4580C and 4580D West Wall Street, Midland
	  	TX	  	70704	  	Owned









							
	 Street Address
	  	State	  	Zip Code	  	Owned/
Leased
	 6 Desta Drive, Odessa
	  	TX	  	79705	  	Leased
	 11231 West County Road 127, Odessa
	  	TX	  	79760	  	Owned
	 720 North FM 1611, Snyder
	  	TX	  	79549	  	Owned
	 Ranch Road FM 1611, Snyder
	  	TX	  	79549	  	Leased
	 1180 East Highway 40, Vernal
	  	UT	  	84078	  	Leased
	 1020 East Highway 40, Vernal
	  	UT	  	84078	  	Owned
	 8 Craddock Way, Rock Branch Par Industrial Park, Nitro
	  	WV	  	25143	  	Leased
	 400 Crescent Drive, Casper
	  	WY	  	82604	  	Leased
	 341 E. E Street, suite 195, Casper
	  	WY	  	82601	  	Leased
	 6200 East Yellowstone, Casper
	  	WY	  	82609	  	Owned
	 76 Purple Sage Road, Rock Springs
	  	WY	  	82901	  	Leased
	 5615 50th Avenue,
Bonnyville
	  	Alberta, CN	  	T9N 2L1	  	Leased
	 11236 91st Avenue, Grande
Prairie
	  	Alberta, CN	  	T8V 6K6	  	Leased
	 3902 82nd Avenue, Leduc
	  	Alberta, CN	  	T9E 8M4	  	Leased
	 11429 Alaska Rd., Ft. St. John
	  	British Columbia,
CN	  	V1J 6N2	  	Leased
	 Homat Horizon Building 1st Floorm 6-2 Gobancho, Chiyoda-ku, Tokyo
	  	Japan	  	102-0076	  	Leased
	 Avenida Rio Coura, Torre Humboldt, Piso 16, Oficina 16-09, Prados del Este, Caracas
	  	Venezuela	  	1080	  	Leased
	 Avenida Jose Antonio Anzoatequi, Via Los Pilones, Edifico Super Estacion, Oficina 1-2, Anaco
	  	Venezuela	  		  	Leased
	 Calle 31, No. 173, Location 32, Plaza Camaron, Colonia Aviacion, Cuidad del Carmen, Campeche
	  	Mexico	  	C.P.
241803	  	Leased
	 Calle Mocambo No. 12, Col Playas de mocambo, Boca Del Rey, Veracruz
	  	Mexico	  	94293	  	Leased
	 Sluppenveien 12E, Gnr. 73 bnr. 131, Trondheim
	  	Norway	  		  	Leased
	 Lev Tolstoy Street, 5/1, Moscow
	  	Russia	  	119862	  	Leased
	 Tower B, Suite B-11-6, Wisma Pantai, No. 5 Jalan 4/83A, off Jalan Pantai Baru 59200, Kuala Lumpur
	  	Malaysia	  		  	Leased
	 Lot C12A, Jalan Ampang Utama L/1, off Jalan Ampang 68000, Selanger
	  	Malaysia	  		  	Leased
	 Voyager, Apollo Rise, Southwood, Farnborough, Hampshire
	  	England	  	GU14
0NP	  	Leased
	 370 Bristol Road, Gloucester
	  	England	  	GL2
5XY	  	Leased
	 Albany Park Estate, Frimley Road, Camberley, Surrey
	  	England	  	GU16
7QQ	  	Leased
	 Cleveland Bridge Arabia Facility, Al Jubail
	  	Saudi Arabia	  		  	Leased