ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)
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EXCLUDED COLLATERAL
SCHEDULE 1.1(P)
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PERMITTED LIENS
SCHEDULE 2.9
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EXISTING LETTERS OF CREDIT
SCHEDULE 6.1(a)
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QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1(b)
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SUBSIDIARIES
SCHEDULE 6.1(n)
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ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.1(a)
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OPINION OF COUNSEL
SCHEDULE 8.1(c)
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INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.2(a)
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PERMITTED INDEBTEDNESS
SCHEDULE 8.2(d)
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EXISTING INVESTMENTS
SCHEDULE 8.2(h)
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AFFILIATE TRANSACTION
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT
EXHIBIT 1.1(I)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE
EXHIBIT 1.1(P)(1)
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PATENT, TRADEMARK AND COPYRIGHT ASSIGNMENT
EXHIBIT 1.1(P)(2)
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PLEDGE AGREEMENT
EXHIBIT 1.1(S)
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SECURITY AGREEMENT
EXHIBIT 2.5(a)
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LOAN REQUEST
EXHIBIT 2.5(b)
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SWING LOAN REQUEST
EXHIBIT 2.11
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LENDER JOINDER
EXHIBIT 8.2(f)
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ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3(c)
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QUARTERLY COMPLIANCE CERTIFICATE
(iii)
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as
of September 30, 2008 and 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 it 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").
The Borrower has requested the Lenders to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$250,000,000. In consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties
hereto covenant and agree as follows.
1. CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Adjusted LIBOR Rate means, relative to any LIBOR Rate Loan to be made,
continued or maintained as, or converted into, a LIBOR Rate Loan for any LIBOR
Interest Period, a rate per annum determined by dividing (x) the LIBOR Rate for
such LIBOR Interest Period by (y) a percentage equal to one hundred percent
(100%) minus the LIBOR Reserve Percentage.
Administrative Agent shall mean Citizens Bank of Pennsylvania, and its
successors and assigns.
Administrative Agent's Fee shall have the meaning specified in Section 10.9
[Administrative Agent's Fee].
Administrative Agent's Letter shall have the meaning specified in
Section 10.9 [Administrative Agent's Fee].
Affiliate as to any Person any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (ii) which beneficially owns or holds 5% or more of any class of the
voting or other equity interests of such Person, or (iii) 15% or more of any
class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person.
Alternative Base Rate shall mean