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
SECOND AMENDMENT TO FIRST AMENDED
AND RESTATED TO CREDIT AGREEMENT - Page 3
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
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]
SECOND AMENDMENT TO FIRST AMENDED
AND RESTATED TO CREDIT AGREEMENT - Page 4
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
Name: Michael T. Mino
Title: Vice President
CANADIAN BORROWER:
T-3 OILCO ENERGY SERVICES PARTNERSHIP, by its partners,
T-3 ENERGY SERVICES CANADA, INC.
By:
/s/ Michael T. Mino
Name: Michael T. Mino
Title: Vice President
- and -
T-3 OILCO PARTNERS ULC
By:
/s/ Michael T. Mino
Name: Michael T. Mino
Title: Vice President
Address for Notices:
7135 Ardmore Street
Houston, TX 77054
Fax No.: 713-996-4123
Telephone No.: 713-996-4110
Attention: Michael Mino
SECOND AMENDMENT TO FIRST AMENDED
AND RESTATED TO CREDIT AGREEMENT - Signature Page