Common use of Capital Expenditures and Acquisitions Clause in Contracts

Capital Expenditures and Acquisitions. (a) If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Capital Expenditures to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Capital Expenditures to exceed $75,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). (b) If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $25,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). (c) Subject to the foregoing provisions of this Section 7.03, the Borrower and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.

Capital Expenditures and Acquisitions. (a) If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.001, then the Borrower Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Parent permit the aggregate amount of all Capital Expenditures to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.001, then the Borrower Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Parent permit the aggregate amount of all Capital Expenditures to exceed $75,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). (b) If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.001, then the Borrower Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Parent permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower Parent for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $25,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.001, then the Borrower Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Parent permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower Parent for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). (c) Subject to the foregoing provisions of this Section 7.03Section, the Borrower Parent and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure. (f) A new Section 6.14 is hereby added to the Credit Agreement, such new section to read in its entirety as follows:

Capital Expenditures and Acquisitions. (a) If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.001, then the Borrower Company will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Company permit the aggregate amount of all Capital Expenditures to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.001, then the Borrower Company will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Company permit the aggregate amount of all Capital Expenditures to exceed $75,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). (b) If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.001, then the Borrower Company will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Company permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower Company for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $25,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.001, then the Borrower Company will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower Company permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower Company for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). (c) Subject to the foregoing provisions of this Section 7.0310.4, the Borrower Company and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.” (f) The definition of Pledged Compressco Units is hereby amended and restated to read in its entirety as follows: US-DOCS\75735822.5