Common use of Restricted Payments; Restrictive Agreements Clause in Contracts

Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) of the Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any of the foregoing persons (including any voting trust or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit of the foregoing persons and their heirs), pursuant to and in accordance with an option, appreciation right or similar equity incentive or equity based incentive or management incentive plan, in each case, approved by the Borrower’s Board of Directors, or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date; (iii) the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of the Borrower or options, warrants or other rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (vi) the Borrower may make any Restricted Payment required in connection with the liquidation, unwinding or settlement of the Existing Convertible Note Xxxxxx; and (vii) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the Available Amount as in effect immediately before the respective Restricted Payment, so long as (x) no Default or Event of Default has occurred and is continuing prior to or after giving effect to such Restricted Payment and (y) the Total Leverage Ratio as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment for which the financial statements and certificate required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered shall be less than the lesser of (A) 5.25:1.00 and (B) the applicable covenant level set forth in Section 6.11 (whether or not then in effect), in each case, on a Pro Forma Basis after giving effect to such Restricted Payment. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) such restrictions shall not apply to restrictions and conditions imposed by law, regulation or contractual undertaking with any Governmental Authority or by any Loan Document, (B) such restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) clause (i) above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (D) clause (i) above shall not apply to customary provisions in leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) and other contracts restricting the sale, licensing or other assignment thereof, (E) such restrictions shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (F) such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) such restrictions shall not apply to any agreement in effect at the time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liens.

Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; holders of a given class, (ii) so long as no Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) employees of the U.S. Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any make payments to employees of the foregoing persons (including any voting trust U.S. Borrower or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit Subsidiaries upon termination of employment in connection with the foregoing persons and their heirs)exercise of stock options, pursuant to and in accordance with an option, stock appreciation right rights or similar equity incentive incentives or equity based incentive or incentives pursuant to management incentive plan, in each case, approved by the Borrower’s Board of Directors, plans or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date; (iii) the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of the Borrower or options, warrants or other rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (vi) the Borrower may make any Restricted Payment required in connection with the liquidation, unwinding or settlement of the Existing Convertible Note Xxxxxx; and (vii) the Borrower may make additional Restricted Payments employees in an aggregate amount not to exceed the Available Amount as U.S.$10,000,000 in effect immediately before the respective Restricted Paymentany fiscal year, (iii) so long as (xA) no Default or Event of Default has or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Revolving Commitments is continuing prior to or unused and available after giving effect to such Restricted Payment Payment, and (yC) the Total Leverage Ratio U.S. Borrower would be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment transaction for which the financial statements and certificate required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered shall be less than or for which comparable financial statements have been filed with the lesser SEC, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period, the U.S. Borrower and, with respect to the Exchangeable Shares, Civeo Holdco (Awith funds advanced by the U.S. Borrower) 5.25:1.00 may make Restricted Payments in any amount and (Biv) the applicable covenant level set forth U.S. Borrower may make a one-time distribution to Oil States on the Funding Date in Section 6.11 (whether or an amount not then in effect), in each case, on a Pro Forma Basis after giving effect to such Restricted Paymentexceed U.S.$850,000,000. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the U.S. Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) such restrictions the foregoing shall not apply to restrictions and conditions imposed by law, regulation or contractual undertaking with any Governmental Authority law or by any Loan Document, (B) such restrictions the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary (other than the Canadian Borrowers, any Canadian Subsidiary, the Australian Borrower or any Australian Subsidiary) by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) above of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (DE) clause (i) above of the foregoing shall not apply to customary provisions in leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) leases and other contracts restricting the sale, licensing or other assignment thereof, thereof and (EF) such restrictions clause (ii) of the foregoing (solely as it relates to dividends) shall not apply to customary the restrictions on cash or other deposits or net worth Civeo Holdco required by customers under contracts entered into in the ordinary course terms of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (F) such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) such restrictions shall not apply to any agreement Exchangeable Shares as in effect at on the time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liensdate hereof.

Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; holders of a given class, (ii) so long as no Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) employees of the U.S. Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any make payments to employees of the foregoing persons (including any voting trust U.S. Borrower or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit Subsidiaries upon termination of employment in connection with the foregoing persons and their heirs)exercise of stock options, pursuant to and in accordance with an option, stock appreciation right rights or similar equity incentive incentives or equity based incentive or incentives pursuant to management incentive plan, in each case, approved by the Borrower’s Board of Directors, plans or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date; (iii) the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of the Borrower or options, warrants or other rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (vi) the Borrower may make any Restricted Payment required in connection with the liquidation, unwinding or settlement of the Existing Convertible Note Xxxxxx; and (vii) the Borrower may make additional Restricted Payments employees in an aggregate amount not to exceed the Available Amount as U.S.$10,000,000 in effect immediately before the respective Restricted Payment, any fiscal year and (iii) so long as (xA) no Default or Event of Default has or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Revolving Commitments is continuing prior to or unused and available after giving effect to such Restricted Payment Payment, and (yC) the Total Leverage Ratio U.S. Borrower would be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment transaction for which the financial statements and certificate required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered shall be less than or for which comparable financial statements have been filed with the lesser of SEC, after giving pro forma effect (A) 5.25:1.00 and (B) using the applicable covenant level set forth criteria therefor described in Section 6.11 (whether or not then in effect6.04(i), in each case, on a Pro Forma Basis after giving effect ) to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period, the U.S. Borrower and, with respect to the Exchangeable Shares, PTI Holdco (with funds advanced by the U.S. Borrower) may make Restricted PaymentPayments in any amount. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the U.S. Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) such restrictions the foregoing shall not apply to restrictions and conditions imposed by law, regulation or contractual undertaking with any Governmental Authority law or by any Loan Document, (B) such restrictions the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary (other than the Canadian Borrowers or any Canadian Subsidiary) by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) above of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (DE) clause (i) above of the foregoing shall not apply to customary provisions in leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) leases and other contracts restricting the sale, licensing or other assignment thereof, thereof and (EF) such restrictions clause (ii) of the foregoing (solely as it relates to dividends) shall not apply to customary the restrictions on cash or other deposits or net worth PTI Holdco required by customers under contracts entered into in the ordinary course terms of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (F) such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) such restrictions shall not apply to any agreement Exchangeable Shares as in effect at on the time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liensdate hereof.

Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; holders of a given class, (ii) so long as no Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) employees of the Parent Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any make payments to employees of the foregoing persons (including any voting trust Parent Borrower or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit Subsidiaries upon termination of employment in connection with the foregoing persons and their heirs)exercise of stock options, pursuant to and in accordance with an option, stock appreciation right rights or similar equity incentive incentives or equity based incentive or incentives pursuant to management incentive plan, in each case, approved by the Borrower’s Board of Directors, plans or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date; (iii) the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of the Borrower or options, warrants or other rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (vi) the Borrower may make any Restricted Payment required in connection with the liquidation, unwinding or settlement of the Existing Convertible Note Xxxxxx; and (vii) the Borrower may make additional Restricted Payments employees in an aggregate amount not to exceed the Available Amount as U.S.$10,000,000 in effect immediately before the respective Restricted Paymentany fiscal year and (iii) at any time on or after January 1, 2018, so long as (xA) no Default or Event of Default has or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Revolving Commitments is continuing prior to or unused and available after giving effect to such Restricted Payment Payment, (C) the Parent Borrower would (1) be in compliance with the covenants set forth in Sections 6.10 and (y2) the have a Total Leverage Ratio less than 3.50:1.00, in each case as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment transaction for which the financial statements and certificate required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered shall be less than or for which comparable financial statements have been filed with the lesser of SEC, after giving pro forma effect (A) 5.25:1.00 and (B) using the applicable covenant level set forth criteria therefor described in Section 6.11 (whether or not then in effect6.04(i), in each case, on a Pro Forma Basis after giving effect ) to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period, the Parent Borrower may make Restricted PaymentPayments in any amount. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Parent Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Parent Borrower or any other Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any other Subsidiary; provided that (A) such restrictions the foregoing shall not apply to restrictions and conditions imposed by law, regulation or contractual undertaking with any Governmental Authority law or by any Loan Document, (B) such restrictions the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary (other than any Canadian Subsidiary, the Australian Borrower or any Australian Subsidiary) by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) above of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (DE) clause (i) above of the foregoing shall not apply to customary provisions in leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) leases and other contracts restricting the sale, licensing or other assignment thereof, (E) such restrictions shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (F) such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) such restrictions shall not apply to any agreement in effect at the time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liens.

Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; holders of a given class, (ii) so long as no Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) employees of the U.S. Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any make payments to employees of the foregoing persons (including any voting trust U.S. Borrower or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit Subsidiaries upon termination of employment in connection with the foregoing persons and their heirs)exercise of stock options, pursuant to and in accordance with an option, stock appreciation right rights or similar equity incentive incentives or equity based incentive or incentives pursuant to management incentive plan, in each case, approved by the Borrower’s Board of Directors, plans or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date; (iii) the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of the Borrower or options, warrants or other rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (vi) the Borrower may make any Restricted Payment required in connection with the liquidation, unwinding or settlement of the Existing Convertible Note Xxxxxx; and (vii) the Borrower may make additional Restricted Payments employees in an aggregate amount not to exceed the Available Amount as U.S.$10,000,000 in effect immediately before the respective Restricted Paymentany fiscal year, (iii) so long as (xA) no Default or Event of Default has or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Revolving Commitments is continuing prior to or unused and available after giving effect to such Restricted Payment Payment, and (yC) the Total Leverage Ratio U.S. Borrower would be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment transaction for which the financial statements and certificate required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered shall be less than or for which comparable financial statements have been filed with the lesser SEC, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period, the U.S. Borrower and, with respect to the Exchangeable Shares, PTI Holdco (Awith funds advanced by the U.S. Borrower) 5.25:1.00 may make Restricted Payments in any amount and (Biv) the applicable covenant level set forth U.S. Borrower may make a one-time distribution to Oil States on the Funding Date in Section 6.11 (whether or an amount not then in effect), in each case, on a Pro Forma Basis after giving effect to such Restricted Paymentexceed U.S.$850,000,000. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the U.S. Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) such restrictions the foregoing shall not apply to restrictions and conditions imposed by law, regulation or contractual undertaking with any Governmental Authority law or by any Loan Document, (B) such restrictions the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary (other than the Canadian Borrowers, any Canadian Subsidiary, the Australian Borrower or any Australian Subsidiary) by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i) above of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (DE) clause (i) above of the foregoing shall not apply to customary provisions in leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) leases and other contracts restricting the sale, licensing or other assignment thereof, thereof and (EF) such restrictions clause (ii) of the foregoing (solely as it relates to dividends) shall not apply to customary the restrictions on cash or other deposits or net worth PTI Holdco required by customers under contracts entered into in the ordinary course terms of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (F) such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) such restrictions shall not apply to any agreement Exchangeable Shares as in effect at on the time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liensdate hereof.

Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; holders of a given class, and (ii) so long as (A) no Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) at least AUD$50,000,000 of the Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any of the foregoing persons (including any voting trust or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit of the foregoing persons Revolving Commitments is unused and their heirs), pursuant to and in accordance with an option, appreciation right or similar equity incentive or equity based incentive or management incentive plan, in each case, approved by the Borrower’s Board of Directors, or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date; (iii) the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of the Borrower or options, warrants or other rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (vi) the Borrower may make any Restricted Payment required in connection with the liquidation, unwinding or settlement of the Existing Convertible Note Xxxxxx; and (vii) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the Available Amount as in effect immediately before the respective Restricted Payment, so long as (x) no Default or Event of Default has occurred and is continuing prior to or available after giving effect to such Restricted Payment Payment, and (yC) the Total Leverage Ratio Borrower would be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment transaction for which the financial statements and certificate Financial Statements or management accounts required by Section 5.04(a) have been delivered, after giving pro forma effect (using the criteria therefor described in Section 6.04(i) to such transaction and to any other event occurring during or 5.04(bafter such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period), as the case Borrower may be, and 5.04(c) have been delivered shall be less than the lesser of (A) 5.25:1.00 and (B) the applicable covenant level set forth make Restricted Payments in Section 6.11 (whether or not then in effect), in each case, on a Pro Forma Basis after giving effect to such Restricted Paymentany amount. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien Security Interest upon any of its property or assetsassets in favor of a Security Trustee or any successor thereto under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) such restrictions the foregoing shall not apply to restrictions and conditions imposed by law, regulation or contractual undertaking with any Governmental Authority law or by any Loan Document, (B) such restrictions the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) clause (i) above of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (D) clause (i) above of the foregoing shall not apply to customary provisions in leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) leases and other contracts restricting the sale, licensing or other assignment thereof, (E) such restrictions shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (F) such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) such restrictions shall not apply to any agreement in effect at the time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liens.