(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE
U.S. BORROWER OR THE CANADIAN BORROWER AND ANY OTHER PARTY TO THIS AGREEMENT
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENTS, OR ANY RELATIONSHIP BETWEEN ANY OTHER PARTY TO THIS AGREEMENT AND THE
U.S. BORROWER OR THE CANADIAN BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT
TO THE BANKS TO PROVIDE THE FINANCING DESCRIBED IN THE CREDIT AGREEMENT.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02
THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS (AS DEFINED IN THE CREDIT
AGREEMENT) EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY
CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN
AGREEMENT AND REPRESENT 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.
INTERCREDITOR AGREEMENT (CANADIAN FACILITY) - Page 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date hereof by their respective officers thereunto duly
authorized.
U. S. BORROWER:
T-3 ENERGY SERVICES, INC.
By:
/s/ Michael T. Mino
Name: Michael T. Mino
Title: VP
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: VP
- and -
T-3 OILCO PARTNERS ULC
By:
/s/ Michael T. Mino
Name: Michael T. Mino
Title: VP
CANADIAN LENDER:
COMERICA BANK,
a Michigan banking corporation and authorized foreign
bank under the Bank Act (Canada), acting through its
Canadian branch
By:
/s/ Robert Rosen
Robert Rosen, Vice President
INTERCREDITOR AGREEMENT (CANADIAN FACILITY) - Signature Page
AGENT:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Agent for
the Banks
By:
/s/ Alan Smith
Alan Smith, Vice President
INTERCREDITOR AGREEMENT (CANADIAN FACILITY) - Signature Page