exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of December 18, 2009, is
made by and among SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Borrower”), EACH OF
THE GUARANTORS (as hereinafter defined), LENDERS (as hereinafter defined), KEYBANK NATIONAL
ASSOCIATION and ROYAL BANK OF CANADA, each in its capacity as Co-Documentation Agent and CITIZENS
BANK OF PENNSYLVANIA, in its capacity as Administrative Agent for the Lenders under this Agreement
(hereinafter referred to in such capacity as the “Administrative Agent”).



     WHEREAS, the parties hereto are parties to that certain Credit Agreement dated as of September
30, 2008, (the “Credit Agreement”), pursuant to which the Lenders provided a $250,000,000 revolving
credit facility to the Borrower, which amount has been reduced pursuant to that certain First
Amendment to Credit Agreement to $125,000,000;



     WHEREAS, the Borrower desires to amend the Credit Agreement to modify certain covenants,
reduce the commitment amount pursuant to Section 2.10 of the Credit Agreement, modify the borrowing
base requirements and make certain other changes as set forth in detail below; and



     WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the Credit
Agreement as hereinafter provided.



     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:



     1. Definitions.



     Capitalized terms used herein unless otherwise defined herein shall have the meanings ascribed
to them in the Credit Agreement, as amended by this Amendment.



     2. Amendments to Credit Agreement.



     (a) Title Page and Introductory Paragraph. The reference to “$175,000,000, which
amount shall be reduced to $125,000,000 on January 1, 2010.” contained on the title page to the
Credit Agreement and in the second introductory paragraph of the Credit Agreement (which paragraph
is immediately prior to Article 1 of the Credit Agreement) shall be amended and replaced with
“$100,000,000, which amount may be further reduced to $50,000,000.”



     (b) Section 1.1 (Certain Definitions).



          (i) The following definition contained in Section 1.1 (Certain Definitions) of the Credit
Agreement shall be amended and restated in its entirety:





     “Borrowing Base shall mean at any time the sum of (i) eighty percent (80%) of
Qualified Accounts (“Accounts Portion”), plus (ii) for the period from the First



 









 







Amendment
Effective Date to and including December 31, 2009, an amount equal to thirty percent (30%)
of the net book value of the Loan Parties’ property, plant and equipment and thereafter, an
amount equal to twenty percent (20%) of the net book value of the Loan Parties’ property,
plant and equipment (such net book value of such property plant and equipment shall be
determined by the Administrative Agent in its reasonable discretion and upon the reasonable
reliance on the most recent equipment valuation); provided however, at such time as the
Revolving Credit Commitments are less than or equal to $50,000,000, subsection (ii) of the
definition of Borrowing Base shall be deleted and the Borrowing Base shall consist solely of
eighty percent (80%) of Qualified Accounts. Notwithstanding anything to the contrary
herein, the Required Lenders may, in their reasonable business discretion, at any time
hereafter, with five (5) days prior written notice to the Borrower, decrease the advance
percentage for Qualified Accounts or net book values of the property, plants and equipment,
or increase the level of any reserves or ineligibles, or define or maintain such other
reserves or ineligibles, as the Required Lenders may deem necessary or appropriate. Any
such change shall become effective immediately upon written notice from the Administrative
Agent to the Borrower for the purpose of calculating the Borrowing Base hereunder.”



          (ii) The following definitions contained in Section 1.1 (Certain Definitions) of the Credit
Agreement shall be deleted:




          “Inventory”




          “Qualified Inventory”




          (iii) Section 1.1 [Certain Definitions] of the Credit Agreement is hereby amended to insert
therein, in alphabetical order, the following new definitions:





     “Commitment Reduction Events shall mean the Initial SWSI Sale Reduction Event,
the Subsequent SWSI Sale Reduction Event and the Income Tax Refund Reduction Event.”




     “Income Tax Refund Reduction Event shall mean the receipt of the Borrower of a
federal income tax refund of $20,000,000 or more subsequent to the filing of the Borrower’s
2009 federal income tax return.”




     “Initial SWSI Sale Reduction Event shall mean the sale of either (i) a portion
of the assets of SWSI Fluids, LLC, (ii) all or substantially all of the assets of SWSI
Fluids, LLC or (iii) SWSI Fluids, LLC, each as permitted by under this Agreement.”




     “Second Amendment shall mean that certain Second Amendment to Credit Agreement,
dated as of December 18, 2009, among the Borrower, the Guarantors, the Lenders and the
Administrative Agent.”




     “Second Amendment Effective Date shall mean the effective date of the Second
Amendment, which date is December 18, 2009.”



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     “Subsequent SWSI Sale Reduction Event shall mean in the event that only a
portion of the assets of SWSI Fluids, LLC is sold pursuant to an Initial SWSI Reduction
Event, a subsequent sale of any additional assets of SWSI Fluids, LLC as permitted by under
this Agreement.”



     (c) Article 2 [Revolving Credit and Swing Loan Facilities] of the Credit Agreement is hereby
amended as follows:



          (i) Section 2.1(b) [Swing Loan Commitment] of the Credit Agreement is hereby amended and
restated as follows:





     “(b) Swing Loan Commitment. Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, and in order to facilitate
loans and repayments between Settlement Dates, Citizens Bank may, at its option, cancelable
at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower
at any time or from time to time after the date hereof to, but not including, the Expiration
Date, in an aggregate principal amount up to but not in excess of $15,000,000, which amount
shall be further reduced to $10,000,000 at such time as the Revolving Credit Commitments are
less than or equal to $50,000,000 (the “Swing Loan Commitment”), provided that the aggregate
principal amount of Citizens Bank’s Swing Loans and the Revolving Credit Loans of all the
Lenders at any one time outstanding shall not exceed the lesser of (1) the Revolving Credit
Commitments of all the Lenders or (2) the Borrowing Base. Within such limits of time and
amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay
and reborrow pursuant to this Section 2(c)(i).”



          (ii) Section 2.10(b) [Mandatory Reduction] is hereby amended and restated as follows:





     “(b) Mandatory Reduction. Effective as of the Second Amendment Effective Date,
the Revolving Credit Commitments shall be reduced to $100,000,000 and each Lender’s
Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable
Share and such reduction shall be accompanied by any necessary prepayment of the Notes,
together with accrued Commitment Fees, and the full amount of interest accrued on the
principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity]
hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving
effect to such prepayments to be equal to or less than the Revolving Credit Commitments as
so reduced. Effective as of , the date of the Income Tax Refund Reduction Event, the
Revolving Credit Commitments shall be further reduced by an amount equal to $25,000,000 and
each Lender’s Revolving Credit
Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and
such reduction shall be accompanied by any necessary prepayment of the Notes, together with
accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be
prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the
extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such
prepayments to be equal to or less than the Revolving Credit Commitments as so reduced.
Effective as of the date of the Initial SWSI Sale Reduction Event, the



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Revolving Credit
Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial
SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all
of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or
the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event
involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s
Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable
Share and such reduction shall be accompanied by any necessary prepayment of the Notes,
together with accrued Commitment Fees, and the full amount of interest accrued on the
principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity]
hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving
effect to such prepayments to be equal to or less than the Revolving Credit Commitments as
so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only
a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale
Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount
equal to the difference between $25,000,000 and the amount of the Revolving Credit
Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate
amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction
Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s
Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable
Share and such reduction shall be accompanied by any necessary prepayment of the Notes,
together with accrued Commitment Fees, and the full amount of interest accrued on the
principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity]
hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving
effect to such prepayments to be equal to or less than the Revolving Credit Commitments as
so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving
Credit Commitments from each of the Second Amendment Effective Date, the date of the Income
Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI
Sale Reduction Event, as appropriate.”



     (d) Section 8.2(q) [Minimum Quarterly EBITDA] of the Credit Agreement is hereby amended and
restated as follows::




     “(q) Minimum Quarterly EBITDA. The Loan Parties shall not permit Consolidated
EBITDA, calculated as of the end of each fiscal quarter for the fiscal quarter then ended,
to be less than the amount set forth below:



	 	 	 	 	 
	Period Ending	 	Minimum EBITDA
	 
	 	 	 	 
	December 31, 2009
	 	$	-2,500,000	 
	March 31, 2010
	 	$	0	 
	June 30, 2010
	 	$	0	 






4









 






	 	 	 	 	 
	Period Ending	 	Minimum EBITDA
	 
	September 30, 2010
	 	$	0	 
	December 31, 2010
	 	$	10,000,000”	 






     (e) The List of Schedules and Exhibits to the Credit Agreement shall be amended as follows:




     (i) Commitments of Lender and Addresses for Notices. Pursuant to Section 2.10
of the Credit Agreement, Part 1 of Schedule 1.1 (B)  —  Commitments of Lenders and
Addresses for Notices of the Credit Agreement is hereby amended and restated in its entirety
as set forth on the schedule titled as Schedule 1.1 (B) — Commitments of Lenders
and Addresses for Notices attached hereto.




     (ii) Quarterly Compliance Certificate. Exhibit 8.3(c)  —  Quarterly
Compliance Certificate of the Credit Agreement is hereby amended and restated in its
entirety as set forth on the schedule titled as Exhibit 8.3(c)  —  Quarterly
Compliance Certificate attached hereto.




     (iii) Borrowing Base Certificate. Exhibit 8.3(e)  —  Borrowing Base
Certificate of the Credit Agreement is hereby amended and restated in its entirety as set
forth on the schedule titled as Exhibit 8.3(e)  —  Borrowing Base Certificate
attached hereto.




     (iv) Qualified Inventory. Schedule 1.1(Q)(2)  —  Qualified Inventory
is hereby deleted.



     3. Conditions of Effectiveness of Amendments and Consent.



     The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the
following conditions precedent:



     (a) Execution and Delivery of Amendment. The Borrower, the other Loan Parties, the
Required Lenders, and the Administrative Agent shall have received approval to execute and shall
have executed this Amendment, and all other documentation necessary for effectiveness of this
Amendment shall have been executed and delivered all to the satisfaction of the Borrower, the
Required Lenders and the Administrative Agent.



     (b) Payment of Fees. The Borrower has paid, or caused to be paid, all fees, costs and
expenses payable to the Administrative Agent or for which the Administrative Agent is entitled to
be reimbursed, including but not limited to (i) the reasonable fees and expenses of the
Administrative Agent’s legal counsel and (ii) a closing fee payable to each Lender that executes
this Amendment on or before the Second Amendment Effective Date equal to ten (10) basis
points of such Lender’s Revolving Credit Commitment as in effect immediately after the Second
Amendment Effective Date reflecting the initially reduced commitments.



5









 





     (c) No Actions or Proceedings.



     No action, proceeding, investigation, regulation or legislation shall have been instituted,
threatened or proposed before any court, governmental agency or legislative body to enjoin,
restrain or prohibit, or to obtain damages in respect of, this Amendment, the other Loan Documents
or the consummation of the transactions contemplated hereby or thereby or which, in the
Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions
contemplated by this Amendment or any of the other Loan Documents.



     (d) Consents.



     All material consents required to effectuate the transactions contemplated by this Amendment
and the other Loan Documents shall have been obtained.



     (e) Confirmation of Guaranty.



     Each of the Guarantors confirms that they have read and understand the Amendment. In order to
induce the Lenders, the Administrative Agent to enter into the Amendment, each of the Guarantors:
(i) consents to the Amendment and the transactions contemplated thereby; (ii) ratifies and confirms
each of the Loan Documents to which it is a party; (iii) ratifies, agrees and confirms that it has
been a Guarantor and a Loan Party at all times since it became a Guarantor and a Loan Party and
from and after the date hereof, each Guarantor shall continue to be a Guarantor and a Loan Party in
accordance with the terms of the Loan Documents, as the same may be amended in connection with the
Amendment and the transactions contemplated thereby; and (iv) hereby ratifies and confirms its
obligations under each of the Loan Documents (including all exhibits and schedules thereto), as the
same may be amended in connection with the Amendment and the transactions contemplated thereby, by
signing below as indicated and hereby acknowledges and agrees that nothing contained in any of such
Loan Documents is intended to create, nor shall it constitute an interruption, suspension of
continuity, satisfaction, discharge of prior duties, novation or termination of the indebtedness,
loans, liabilities, expenses, guaranty or obligations of any of the Loan Parties under the Credit
Agreement or any other such Loan Document.



     (f) Legal Details.



     All legal details and proceedings in connection with the transactions contemplated by this
Amendment and the other Loan Documents shall be in form and substance satisfactory to the
Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent shall
have received all such other counterpart originals or certified or other copies of such documents
and proceedings in connection with such transactions, in form and substance satisfactory to the
Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably
request.



6









 





     4. Representations and Warranties; No Event of Default. The representations and
warranties set forth in the Credit Agreement, the other Loan Documents and this Amendment shall be
true and correct on and as of the date hereof with the same effect as though such representations
and warranties had been made on and as of such date (except representations and warranties which
relate solely to an earlier date or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to therein), and no Event of Default
shall exist and be continuing under the Credit Agreement or under any other material contract, as
of the date hereof.



     5. Authority.



          As a material inducement to the Administrative Agent and the Lenders to enter into this
Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and the
Lenders that:




          (i) such Loan Party is duly organized, validly existing and in good standing under the laws of
the jurisdiction under which each is organized and the organizational documents have not changed
since the First Amendment Effective Date;




          (ii) such Loan Party has all the power and authority to execute, deliver and perform this
Amendment;




          (iii) the consummation of the transactions herein contemplated and the performance or
observance of such Loan Party’s obligations under the Loan Documents, this Amendment and the
transactions required or contemplated herein to which such Loan Party is a party:





     (A) have been duly authorized by all necessary action on the part of such Loan
Party;




     (B) will not conflict with or result in a breach of or default under any
injunction, or decree of any court or governmental instrumentality, or any
forbearance agreement or instrument to which of such Loan Party is now a party or is
subject; and




     (C) will not result in the creation or imposition of any Lien of any nature
whatsoever upon any of the property or assets of the Loan Parties pursuant to the
terms of any such forbearance agreement or instrument.



     6. Force and Effect.



     Except as otherwise expressly modified by this Amendment, the Credit Agreement and the other
Loan Documents are hereby ratified and confirmed and shall remain in full force and effect after
the date hereof.



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     7. Governing Law.



     This Amendment shall be deemed to be a contract under the Laws of the State of New York and
for all purposes shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York without regard to its conflict of laws principles.



     8. Consent of the Required Lenders.



     By executing this Amendment each of the Required Lenders hereby consents (i) to the sale of
SWSI Fluids, LLC and/or the sale of all or substantially all of the assets of SWSI Fluids, LLC and
(ii) to the release of the liens against such assets and, if the Borrower desires to dissolve SWSI
Fluids, LLC after the sale of such entity, the release of such entity as a Guarantor under the
Credit Agreement, the release of any and all liens against such entity and the dissolution of such
entity.



     9. Effective Date; Certification of the Borrower. 



     This Amendment shall be dated as of and shall be binding, effective and enforceable upon the
date of (i) satisfaction or written waiver of all conditions set forth in Section 3 hereof and (ii)
receipt by the Administrative Agent of duly executed original counterparts of this Amendment from
the Borrower and all Lenders, and from and after such date this Amendment shall be binding upon the
Borrower, each Lender and the Administrative Agent, and their respective successors and assigns
permitted by the Credit Agreement. The Borrower by executing this Amendment, hereby certifies that
this Amendment has been duly executed and that as of the date hereof no Event of Default or
Potential Default exists under the Credit Agreement or the other Loan Documents.



     10. No Novation. 



          This Amendment amends the Credit Agreement, but is not intended to constitute, and does not
constitute, a novation of the Obligations of the Loan Parties under the Credit Agreement or any
other Loan Document.



[SIGNATURE PAGE FOLLOWS]




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[SIGNATURE PAGE 1 OF 3

OF THE SECOND AMENDMENT TO CREDIT AGREEMENT]




     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this Agreement as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:

SUPERIOR WELL SERVICES, INC.

 	 
	 	By:  	/s/ Thomas W. Stoelk 	 
	 	 	Name:  	Thomas W. Stoelk 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GUARANTORS:

SUPERIOR GP, L.L.C.

 	 
	 	By:  	Superior Well Services, Inc., its sole member
 	 
	 
	 	By:  	/s/ Thomas W. Stoelk 	 
	 	 	Name:  	Thomas W. Stoelk 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SUPERIOR WELL SERVICES, LTD.

 	 
	 	By:  	Superior GP, L.L.C., its general partner
 	 
	 	By:  	Superior Well Services, Inc., its sole member
 	 
	 
	 	By:  	/s/ Thomas W. Stoelk 	 
	 	 	Name:  	Thomas W. Stoelk 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SWSI FLUIDS, LLC

 	 
	 	By:  	Superior Well Services, Inc., its sole member
 	 
	 
	 	By:  	/s/ Thomas W. Stoelk 	 
	 	 	Name:  	Thomas W. Stoelk 	 
	 	 	Title:  	Chief Financial Officer 	 



 









 






[SIGNATURE PAGE 2 OF 3

OF THE SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	LENDERS:



CITIZENS BANK OF PENNSYLVANIA, 
individually
and as Administrative Agent

 	 
	 	By:  	/s/ Joseph F. King 	 
	 	 	Name:  	Joseph F. King 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION,
individually and
as Co-Documentation Agent

 	 
	 	By:  	/s/ Todd Coker 	 
	 	 	Name:  	Todd Coker 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	ROYAL BANK OF CANADA, individually and as
Co-Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Christian Barrow 	 
	 	 	Name:  	Christian Barrow 	 
	 	 	Title:  	SVP 	 



 









 






[SIGNATURE PAGE 3 OF 3

OF THE SECOND AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Brett R. Schweikle 	 
	 	 	Name:  	Brett R. Schweikle 	 
	 	 	Title:  	Vice President  	 
	 
	 	FIRST COMMONWEALTH BANK

 	 
	 	By:  	/s/ Anthony M. Cardone 	 
	 	 	Name:  	Anthony M. Cardone 	 
	 	 	Title:  	Vice President 	 
	 
	 	S&T BANK

 	 
	 	By:  	/s/ Gregory R. Mayer 	 
	 	 	Name:  	Gregory R. Mayer 	 
	 	 	Title:  	Vice President 	 
	 
	 	FIRST NATIONAL BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ John L. Hayes 	 
	 	 	Name:  	John L. Hayes 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	TRISTATE CAPITAL BANK

 	 
	 	By:  	/s/ James P. Nickel 	 
	 	 	Name:  	James P. Nickel 	 
	 	 	Title:  	Senior Vice President 	 



 









 





SCHEDULE 1.1(B)




COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES



Part 1 — Commitments of Lenders and Addresses for Notices to Lenders and Administrative Agent




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Commitment for	 	Amount of	 	 
	 	 	 	 	Revolving Credit	 	Commitment	 	 
	 	 	 	 	Loans as of the	 	after giving effect	 	 
	 	 	 	 	Second	 	to all of the	 	 
	 	 	 	 	Amendment	 	Commitment	 	 
	Lender	 	Effective Date	 	Reduction Events	 	Ratable Share
	Name:
	 	Citizens Bank of Pennsylvania	 	$  26,000,000	 	$13,000,000	 	26.000000000%
	Address:
	 	525 William Penn Place	 	 	 	 	 	 
	 
	 	Pittsburgh, Pennsylvania  15219-7112	 	 	 	 	 	 
	Attention:
	 	Joseph King, Senior Vice President	 	 	 	 	 	 
	Telephone:
	 	(412) 867-2413	 	 	 	 	 	 
	Telecopy:
	 	(412) 552-6309	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	KeyBank National Association	 	$  16,000,000	 	$  8,000,000	 	16.000000000%
	Address:
	 	127 Public Square	 	 	 	 	 	 
	 
	 	Cleveland, Ohio  44114	 	 	 	 	 	 
	Attention:
	 	Todd Coker, Assistant Vice President	 	 	 	 	 	 
	Telephone:
	 	(214) 414-2618	 	 	 	 	 	 
	Telecopy:
	 	(214) 414-2621	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	Royal Bank of Canada	 	$  16,000,000	 	$  8,000,000	 	16.000000000%
	Address:
	 	3900 Williams Tower	 	 	 	 	 	 
	 
	 	2800 Post Oak Boulevard	 	 	 	 	 	 
	 
	 	Houston, Texas 77056	 	 	 	 	 	 
	Attention:
	 	Jay Sartain, Authorized Signatory	 	 	 	 	 	 
	Telephone:
	 	(713) 403-5688	 	 	 	 	 	 
	Telecopy:
	 	(713) 403-5624	 	 	 	 	 	 







 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Commitment for	 	Amount of	 	 
	 	 	 	 	Revolving Credit	 	Commitment	 	 
	 	 	 	 	Loans as of the	 	after giving effect	 	 
	 	 	 	 	Second	 	to all of the	 	 
	 	 	 	 	Amendment	 	Commitment	 	 
	Lender	 	Effective Date	 	Reduction Events	 	Ratable Share
	 
	 	 	 	 	 	 	 	 
	Name:
	 	Bank of America, N.A.	 	$  10,000,000	 	$  5,000,000	 	10.000000000%
	Address:
	 	4 Penn Center — Suite 1100	 	 	 	 	 	 
	 
	 	1600 John F. Kennedy Boulevard	 	 	 	 	 	 
	 
	 	Philadelphia, Pennsylvania 19103	 	 	 	 	 	 
	Attention:
	 	Christian Barrow, Vice President	 	 	 	 	 	 
	Telephone:
	 	(267) 675-0109	 	 	 	 	 	 
	Telecopy:
	 	(212) 548-8911	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	and
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	Bank of America, N.A.	 	 	 	 	 	 
	Address:
	 	2001 Clayton Road — 2nd Floor	 	 	 	 	 	 
	 
	 	Concord, California 94520	 	 	 	 	 	 
	Attention:
	 	Petra Rubio	 	 	 	 	 	 
	Telephone:
	 	(925) 675-8062	 	 	 	 	 	 
	Telecopy:
	 	(888) 969-9237	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	PNC Bank, National Association	 	$  10,000,000	 	$  5,000,000	 	10.000000000%
	Address:
	 	One PNC Plaza	 	 	 	 	 	 
	 
	 	249 Fifth Avenue	 	 	 	 	 	 
	 
	 	Pittsburgh, Pennsylvania 15222	 	 	 	 	 	 
	Attention:
	 	Brett Schweikle, Vice President	 	 	 	 	 	 
	Telephone:
	 	(412) 762-2604	 	 	 	 	 	 
	Telecopy:
	 	(412) 762-4718	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 First Commonwealth Bank	 	$   8,000,000	 	$  4,000,000	 	8.000000000%
	Address:
	 	437 Grant Street	 	 	 	 	 	 
	 
	 	Pittsburgh, Pennsylvania 15219	 	 	 	 	 	 
	Attention:
	 	Anthony Cardone, Vice President	 	 	 	 	 	 
	Telephone:
	 	(412) 690-2205	 	 	 	 	 	 
	Telecopy:
	 	(412) 690-2222	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	S&T Bank	 	$   6,000,000	 	$  3,000,000	 	6.000000000%
	Address:
	 	800 Philadelphia Street	 	 	 	 	 	 
	 
	 	Indiana, Pennsylvania 15701	 	 	 	 	 	 
	Attention:
	 	Greg Boyer, Vice President	 	 	 	 	 	 
	Telephone:
	 	(724) 465-1445	 	 	 	 	 	 
	Telecopy:
	 	(724) 465-3400	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	First National Bank of Pennsylvania	 	$   4,000,000	 	$  2,000,000	 	4.000000000%
	Address:
	 	100 Federal Street — 3rd Floor	 	 	 	 	 	 
	 
	 	Pittsburgh, Pennsylvania 15212	 	 	 	 	 	 
	Attention:
	 	John Hayes, Senior Vice President	 	 	 	 	 	 
	Telephone:
	 	(412) 359-2617	 	 	 	 	 	 
	Telecopy:
	 	(412) 231-3584	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 	 
	 	 	 	 	Commitment for	 	Amount of	 	 	 
	 	 	 	 	Revolving Credit	 	Commitment	 	 	 
	 	 	 	 	Loans as of the	 	after giving effect	 	 	 
	 	 	 	 	Second	 	to all of the	 	 	 
	 	 	 	 	Amendment	 	Commitment	 	 	 
	Lender	 	Effective Date	 	Reduction Events	 	Ratable Share	 
	Name:
	 	TriState Capital Bank	 	$   4,000,000	 	$  2,000,000	 	4.000000000	%
	Address:
	 	One Oxford Centre, Suite 2700	 	 	 	 	 	 	 
	 
	 	Pittsburgh, Pennsylvania 15219	 	 	 	 	 	 	 
	Attention:
	 	James Nickel, Senior Vice President	 	 	 	 	 	 	 
	Telephone:
	 	(412) 304-0321	 	 	 	 	 	 	 
	Telecopy:
	 	(412) 304-0391	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	$100,000,000	 	$50,000,000	 	100	%