Common use of Additional Amendments Clause in Contracts

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Incremental Lead Arrangers, Holdings and the Borrowers, without the need to obtain the consent of any other Lender, to implement the “market flex” provisions set forth in the Fee Letter, and such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that the if the Requisite Incremental Lead Arrangers (as defined in the Fee Letter) at any time or from time to time on or prior to the earlier of (x) the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility and (y) the expiration of the Syndication Period (as defined in the Commitment Letter referenced in the Fee Letter) propose to effect the changes contemplated by such “market flex” provisions, Holdings and the Borrowers shall enter into such amendment within fifteen (15) Business Days (or such longer period as may be agreed by the Requisite Lead Arrangers) from the date of delivery to the Borrowers of a draft amendment reflecting the applicable “market flex” provisions permitted to be exercised under the Fee Letter; provided, that the Requisite Lead Arrangers shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower and the Requisite Lead Arrangers. The Borrowers and Holdings hereby acknowledge that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement.

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers, Holdings Arrangers (as defined in the Fee Letter)) and the BorrowersBorrower Representative, without the need to obtain the consent of any other Lender, to implement the “market flex” provisions set forth Flex Provisions (as defined in the Fee Letter), and and, to the extent such amendment would be otherwise permitted by the terms of this Agreement, such amendment shall become effective without any further action or the consent of any other party to any Loan Document; provided, however, that notwithstanding the foregoing or any other provision hereof, if the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers (as defined in the Fee LetterArrangers) at any time or from time to time on or prior to the earlier of (x) the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility and (y) proposes to effect the expiration of the Syndication Period Flex Provisions (as defined in the Commitment Letter referenced in the Fee Letter) propose to effect ), the changes contemplated by such “market flex” provisions, Holdings and the Borrowers Borrower Representative shall enter into such amendment within fifteen (15) Business Days (or such longer period as may be agreed by the Requisite Lead ArrangersAdministrative Agent) from the date of delivery to the Borrowers Borrower Representative of a draft amendment reflecting the applicable “market flex” provisions Flex Provisions (as defined in the Fee Letter) permitted to be exercised under the Fee Letter; provided, that the Administrative Agent (on behalf of the Requisite Incremental Lead Arrangers Arrangers) shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower Representative and the Requisite Lead ArrangersAdministrative Agent. The Borrowers and Holdings Borrower Representative hereby acknowledge acknowledges that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit Agreement. In addition, the parties hereto acknowledge and agree that the Borrower Representative may elect prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) to request that the Incremental Lead Arrangers syndicate an Incremental Euro Tranche (as defined in and pursuant to the terms of the Commitment Letter referred to in the Fee Letter) to refinance of all or part of the Incremental Term Loans funded hereunder; provided, that the Incremental Lead Arrangers shall only be obligated to use commercially reasonable efforts to arrange the Incremental Euro Tranche (as defined in the Commitment Letter referred to in the Fee Letter) if requested in writing by the Borrower Representative on or prior to the Syndication Launch Date (as defined in the Commitment Letter referred to in the Fee Letter) (which Syndication Launch Date shall be communicated by UBS to the Borrower Representative after the date hereof with at least three (3) Business Days prior written notice).

Additional Amendments. Notwithstanding (a) Provided the foregoingPPD Purchase Agreement shall not have been terminated, this Agreement may be amended the obligations of Buyer or supplemented by an agreement or agreements in writingSellers, solely with the consent of the Incremental Lead Arrangers, Holdings and the Borrowers, without the need to obtain the consent of any other Lenderrespectively, to implement take the “market flex” provisions actions required to be taken by any of them at the Closing (as such term is defined in the EPD Purchase Agreement) shall be subject, in addition to the conditions precedent set forth in Article 7 and Article 8, respectively, of the Fee LetterEPD Purchase Agreement, to the satisfaction, at or prior to the Closing (as defined in the EPD Purchase Agreement), of the conditions precedent set forth in Article 7 and Article 8, respectively, of the PPD Purchase Agreement. (b) Provided the EPD Purchase Agreement shall not have been terminated, the obligations of Buyer or Sellers, respectively, to take the actions required to be taken by any of them at the Closing shall be subject, in addition to the conditions precedent set forth in Article 7 and Article 8, respectively, of the PPD Purchase Agreement, to the satisfaction, at or prior to the Closing, of the conditions precedent set forth in Article 7 and Article 8, respectively, of the EPD Purchase Agreement. (c) For all purposes of the PPD Purchase Agreement, the following entities shall be “Purchased Subsidiaries” and shall not be “Sellers”: (i) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Distributor Holdings, Inc., or if such amendment corporation has converted to a limited liability company, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Distributor Holdings LLC; and (ii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Power Products LLC. (d) If SSTH has converted from a corporation to a limited liability company, the words “a Delaware corporation” in the definition of “SSTH” in Section 1.1 shall become effective without any further action be amended to read “a Delaware limited liability company”. (e) For all purposes of the PPD Purchase Agreement, C. ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Inc., a Delaware corporation, shall be a “Seller”. (f) Provided the PPD Purchase Agreement shall not have been terminated, for all purposes of the EPD Purchase Agreement, the EPD Purchase Agreement is hereby amended (i) to provide that the Buyer is purchasing 100% of the outstanding equity interests of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Petroleum Services, Inc., or if such corporation has converted to a limited liability company, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Petroleum Services LLC (“SSPS”), (ii) to address the consent concept that the equity interests of any SSPS are being sold to Buyer in the same manner that the PPD Purchase Agreement addresses the concept that the Outstanding Equity Interests of the Purchased Subsidiaries are being sold to the Buyer, with the effect that all provisions relating to Purchased Subsidiaries in the PPD Purchase Agreement would be deemed to be read into the EPD Purchase Agreement, (iii) to provide that SSPS would be the only Purchased Subsidiary for purposes of the EPD Purchase Agreement and (iv) to provide that SSPS shall be a “Purchased Subsidiary” and not a “Seller”. Schedule 3(f-1) hereto contains the information that would have been provided in respect of SSPS if it were a “Purchased Subsidiary” under the PPD Purchase Agreement. A balance sheet of SSPS, prepared in accordance with Agreed Accounting Principles, as of January 20, 2006, is attached hereto as Schedule 3(f-2). As of the date hereof and as of the Closing Date, other than Liabilities under the Seller Contracts to which SSPS is a party disclosed on Section 3.6 of the Seller Disclosure Letter under the EPD Purchase Agreement, SSPS will have no Liabilities other than the Liabilities reflected on such balance sheet. (g) (i) Provided the PPD Purchase Agreement shall not have been terminated, notwithstanding the provisions of Section 10.2(b) of the PPD Purchase Agreement, Buyer shall not be prevented from hiring or attempting to any Loan Documenthire the employees of Sellers listed on Schedule 3(g) hereto; provided, however, that no offer of employment shall contemplate or require that any such employee’s employment by Buyer would commence, and Buyer shall not employ any such employee, prior to a date to be mutually agreed upon in writing by Buyer and Parent but that shall not be later than the if the Requisite Incremental Lead Arrangers (as defined in the Fee Letter) at any time or from time date set forth next to time such employee’s name on or Schedule 3(g); and further provided, however, that prior to the earlier of (xi) the achievement time such employee finally declines Buyer’s offer of a Successful Syndication employment, (ii) the time such employee is no longer employed by Sellers and (iii) the date set forth next to such employee’s name on Schedule 3(g), Sellers will make such employee available to Buyer to perform after the Closing, the same services to or functions for the Business as defined in the Fee Letter) with respect such employee performed prior to the Incremental Term Facility Closing. Any such employee accepting Buyer’s offer of employment and (y) the expiration of the Syndication Period (hired by Buyer shall be treated as defined in the Commitment Letter referenced in the Fee Letter) propose to effect the changes contemplated by such an “market flex” provisions, Holdings and the Borrowers shall enter into such amendment within fifteen (15) Business Days (or such longer period as may be agreed by the Requisite Lead Arrangers) from the date of delivery to the Borrowers of a draft amendment reflecting the applicable “market flex” provisions permitted to be exercised under the Fee Letter; provided, that the Requisite Lead Arrangers shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower and the Requisite Lead Arrangers. The Borrowers and Holdings hereby acknowledge that failure to enter into such an amendment or amendments pursuant to this Section 14 constitutes an Event of Default under Section 7.01 of the Credit AgreementAffected Employee.”

Additional Amendments. Notwithstanding the foregoing, this Agreement may be amended or supplemented by an agreement or agreements in writing, solely with the consent of the Incremental Lead Arrangers, Holdings Each Replacement Revolving Loan Amendment and the BorrowersExtension Amendment may, without the need to obtain the consent of any other LenderLenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (subject to the provisions of Section 9 of this Agreement), to implement effect the “market flex” provisions set forth of Sections 2.24 and 2.25. In addition to any terms and provisions in the Fee Letterany Replacement Revolving Loan Amendment and Extension Amendment, and any changes or amendments to this Agreement or any other Credit Document provided for therein, in each case, that are required or contemplated by the provisions of Section 2.24 and 2.25, any Replacement Revolving Loan Amendment or Extension Amendment may provide for additional terms and/or additional amendments to this Agreement and the other Credit Documents (any such additional term or additional amendment shall being an “Additional Amendment”); provided that such Additional Amendments do not become effective without any further action or the consent of any other party to any Loan Document; provided, however, that the if the Requisite Incremental Lead Arrangers (as defined in the Fee Letter) at any time or from time to time on or prior to the earlier time that such Additional Amendments have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of (x) the achievement of a Successful Syndication (as defined Replacement Revolving Loans provided for in the Fee Letter) with respect to the Incremental Term Facility any Replacement Revolving Loan Amendment and (y2) the expiration consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Syndication Period Lenders, Credit Parties and other parties (as defined in the Commitment Letter referenced in the Fee Letterif any) propose to effect the changes contemplated by such “market flex” provisions, Holdings and the Borrowers shall enter into such amendment within fifteen (15) Business Days (or such longer period as may be required in order for such Additional Amendments to become effective at such time in accordance with Section 10.5 (including, if applicable, Sections 10.5(b) and (c)). It is understood and agreed that, each Lender that has consented to the Sixth Amendment hereby has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by the Requisite Lead Arrangers) from first sentence of this Section 2.26 and the date arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of delivery any Lender to the Borrowers terms of a draft amendment reflecting the applicable “market flex” provisions permitted to be exercised under the Fee Letter; provided, that the Requisite Lead Arrangers shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower and the Requisite Lead Arrangers. The Borrowers and Holdings hereby acknowledge that failure to enter into such an amendment or amendments pursuant to this Additional Amendment.” (K) Section 14 constitutes an Event of Default under Section 7.01 6.1(a) of the Credit AgreementAgreement is hereby amended by adding the words “and any Refinancing Indebtedness” immediately following the word “Obligations”. (L) The Credit Agreement is hereby amended by (i) deleting the “and” at the end of Section 6.2(u), (ii) deleting the “.” and adding a “; and” at the end of Section 6.2(v) and (iii) adding a Section 6.2(w) immediately following Section 6.2(v) to read in its entirety as follows:

Additional Amendments. Notwithstanding On the foregoingEffective Date, this the Existing Credit Agreement may be (excluding Annexes (other than Annex I (Covenants) and Annex II (Additional Definition)), Exhibits and Schedules thereto), Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth (1) in the change pages of the Existing Credit Agreement attached as Schedule 1 hereto and (2) the blacklines of Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement attached as Schedule 2 hereto; provided that the effectiveness of the amendments set forth in Schedules 1 and 2 hereto (other than any amendments that correct errors or supplemented by an agreement omissions or agreements in writing, solely with effect administrative changes that are not adverse to any Lender which shall become effective without the consent of the Incremental Lead Arrangers, Holdings Required Lenders pursuant to Section 9.08(c) of the Existing Credit Agreement) is subject to the satisfaction of the following additional conditions: (i) the representations and the Borrowers, without the need to obtain the consent of any other Lender, to implement the “market flex” provisions warranties set forth in Article III of the Fee LetterCredit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Effective Date (and, and such amendment shall become effective without any further action or for the consent avoidance of any other party to any doubt, including in respect of each Extension Amendment Loan Document) with the same effect as though made on and as of each such date, except to the extent such representation and warranties expressly relate to an earlier date, in which case, such representation and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date and (ii) this Amendment being duly executed by (A) the Required Lenders and (B) the Required Revolving Credit Lenders; provided, however, provided further that the if the Requisite Incremental Lead Arrangers (as defined in the Fee Letteramendments to Section 9.08(b) at any time or from time to time on or prior to the earlier of (x) the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Incremental Term Facility and (y) the expiration of the Syndication Period (as defined in the Commitment Letter referenced in the Fee Letter) propose to effect the changes contemplated by such “market flex” provisions, Holdings Existing Credit Agreement and the Borrowers insertion of the definition of “Required Class Lenders” shall enter into not be effective until the date on which such amendment within fifteen (15) Business Days (or such longer period as may be agreed changes are approved by the Requisite Lead Arrangers) from the date requisite percentage of delivery to the Borrowers of a draft amendment reflecting the applicable “market flex” provisions permitted to be exercised under the Fee Letter; provided, that the Requisite Lead Arrangers shall use reasonable best efforts to effectuate any such amendment in a timely manner and such period may be extended as reasonably agreed among the Borrower and the Requisite Lead Arrangers. The Borrowers and Holdings hereby acknowledge that failure to enter into such an amendment or amendments Lenders pursuant to this Section 14 constitutes an Event of Default under Section 7.01 9.08 of the Credit Agreement.