Exhibit 10.2

AMENDMENT NO. 15 TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 15 to Amended and Restated Credit Agreement (this “Agreement”) dated as of December 20, 2016 (the “Effective Date”), is among Select Energy Services, LLC, a Delaware limited liability company (the “Borrower”), the subsidiaries of the Borrower party hereto (collectively, the “Subsidiary Guarantors”), SES Holdings, LLC, a Delaware limited liability company and the parent company of the Borrower (the “Parent Company”; together with the Subsidiary Guarantors, collectively, the “Affiliate Guarantors”; and the Affiliate Guarantors together with the Borrower, collectively, the “Guarantors” and each a “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), issuing lender (in such capacity, the “Issuing Lender”) and swing line lender (in such capacity, the “Swing Line Lender”), and the Lenders (as defined below).

INTRODUCTION

A.                           The Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and lenders party thereto from time to time (the “Lenders”) are parties to that certain Amended and Restated Credit Agreement dated as of May 3, 2011, as heretofore amended (as so amended, the “Credit Agreement”; the defined terms of which are used herein unless otherwise defined herein).

B.                           SES Legacy Holdings, LLC (“SES Legacy”), as a newly created Subsidiary of the Parent Company, became a Guarantor and a party to the Security Agreement as a grantor thereunder pursuant to supplements to the Guaranty and to the Security Agreement entered into on November 30, 2016 as required under the Credit Agreement.

C.                           In connection with the Rule 144A Offering (as defined in Annex A attached hereto) and the corporate restructuring effected in connection therewith, SES Legacy is no longer a Subsidiary of the Parent Company, and therefore, the Borrower has requested that the Lenders release SES Legacy as a Guarantor under the Guaranty and release SES Legacy as a grantor under the Security Agreement.

D.                           Furthermore, the Borrower has requested that, subject to the terms and conditions of this Agreement, the Lenders agree to amend certain provisions of the Credit Agreement as set forth below.

THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the other parties hereto hereby agree as follows:

Section 1.               Defined Terms; Other Definitional Provisions.  As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.  Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, as amended hereby, unless expressly provided to the contrary. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.  The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “including” means “including, without limitation,”.  Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 2.               Amendments to Credit Agreement.

2.1                      The Credit Agreement is hereby amended as reflected in Annex A attached hereto.

2.2                      Exhibit C (Form of Compliance Certificate) to the Credit Agreement is hereby replaced in its entirety with Exhibit C attached hereto.

Section 3.               Borrower’s Representations and Warranties.  Borrower represents and warrants to the Administrative Agent and each Lender that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement, and the representations and warranties contained in the other Credit Documents are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Documents are valid and subsisting and secure the Borrower’s obligations under the Credit Documents.

Section 4.               Guarantors Representations and Warranties.  Each Guarantor represents and warrants to the Administrative Agent and each Lender that: (a) after giving effect to this Agreement, its representations and warranties contained in the Guaranty Agreement to which such Guarantor is a party and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Credit Documents.

Section 5.               Conditions to Effectiveness.  This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent on or before the Effective Date:

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5.1                      Agreement.  The Administrative Agent shall have received multiple original counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent, and the Lenders.

5.2                      Secretary’s Certificates.  The Administrative Agent shall have received a secretary’s certificate from each Credit Party certifying such Person’s (a) officers’ incumbency, (b) authorizing resolutions, (c) organizational documents, and (d) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; or if applicable, as to each Credit Party, certifying that there has been no change thereto since the secretary’s certificate of such Credit Party most recently delivered in connection with the Credit Agreement or any amendment thereto.

5.3                      Certificates of Good Standing.  The Administrative Agent shall have received certificates of good standing for each Credit Party (other than International Western Company, Inc.) in each state in which each such Person is organized (and as requested by the Administrative Agent, in each state in which such Person is qualified to do business), which certificate shall be (a) dated a date not earlier than 30 days prior to Effective Date or (b) otherwise effective on the Effective Date.  The Administrative Agent shall have received evidence satisfactory to it that International Western Company, Inc. is in existence and good standing in North Dakota.

5.4                      Closing Certificate.  The Administrative Agent shall have received a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 5 have been met.

5.5                      Legal Opinion.  The Administrative Agent shall have received a legal opinion from Vinson & Elkins LLP as outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent.

5.6                      Equity Issuance.  The Administrative Agent shall have received evidence satisfactory to it, in its sole discretion that, on or about the Effective Date, the Borrower has received not less than $150,000,000 of Equity Issuance Proceeds resulting from the Rule 144A Offering (as defined in Annex A attached hereto).

5.7                      Prepayments.  On or immediately prior to the Effective Date, with the Equity Issuance Proceeds resulting from the Rule 144A Offering, the Borrower shall have made (a) optional prepayment in full of all outstanding Term Advances, and (ii) optional prepayment in full of all outstanding Revolving Tranche B Advances.

5.8                      Payment of Fees.  The Borrower shall have paid (a) all fees and expenses of the Administrative Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date, (b) the amendment fee required under Section 6.6 below, (c) all fees required under that certain Amendment Engagement Letter dated as of November 18, 2016, among Wells Fargo Securities, LLC, Wells Fargo, and Borrower, provided that the amendment fee required to be paid pursuant to clause (b) of this Section 5.8 shall be deemed to be (and shall not be in addition to) those certain upfront fees required under Section 2(b) of that certain Amendment Engagement Letter, and (d) such other fee to the Lenders as agreed to between the Borrower and Wells Fargo Securities, LLC.

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Section 6.               Acknowledgments and Agreements.

6.1                      Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto.

6.2                      The failure of the Lenders to give notice to any Credit Party of any Default or Event of Default is not intended to be, nor shall it be, a waiver thereof.  Each Credit Party hereby agrees and acknowledges that the Secured Parties require and will require strict performance by the Credit Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement, as amended hereby, and the other Credit Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by any Secured Party regarding any Default or Event of Default is intended to be or shall be a waiver thereof.  Each Credit Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to any Secured Party in the Credit Agreement or in any other Credit Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy.

6.3                      The Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents.  Except as expressly provided in this Agreement, nothing in this Agreement shall constitute a waiver or relinquishment of (a) any Default or Event of Default under any of the Credit Documents, (b) any of the agreements, terms or conditions contained in any of the Credit Documents, (c) any rights or remedies of the Administrative Agent, the Issuing Lender, the Swing Line Lender or any Lender with respect to the Credit Documents, or (d) the rights of the Administrative Agent, the Issuing Lender, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Credit Documents.

6.4                      The Parent Company, the Borrower, each Guarantor, Administrative Agent, Issuing Lender and each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Parent Company, the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, as amended, are not impaired in any respect by this Agreement.  Nothing contained herein shall be construed as a novation or termination of the Obligations.

6.5                      From and after the Effective Date, all references to the Credit Agreement and the Credit Documents shall mean the Credit Agreement and such Credit Documents as amended by this Agreement.  This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

6.6                      In consideration of the agreements of the Lenders hereunder, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender, an amendment fee in an amount equal to 0.75% of such Lender’s Revolving Commitment after giving effect to this Agreement.  Each such amendment fee as to each Lender (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to

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counterclaim, defense, setoff or otherwise affected, (iv) is deemed fully earned by such Lender once the Effective Date has occurred, and (v) is due and payable on the Effective Date.

6.7                      On or before December 21, 2016, the Administrative Agent shall have received a certificate of good standing for International Western Company, Inc. in North Dakota, which certificate shall be (a) dated a date not earlier than 30 days prior to December 21, 2016, or (b) otherwise effective on December 21, 2016.

Section 7.               Reaffirmation of the Guaranty.  Except as set forth in Section 9 below with regard to SES Legacy, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment of, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.

Section 8.               Reaffirmation of Security Documents.  Except as set forth in Section 9 below with regard to SES Legacy, each Credit Party (a) represents and warrants to the Administrative Agent and each Lender that it has no defenses to the enforcement of any Security Document to which it is a party, (b) reaffirms the terms of and its obligations (and the Liens granted by it) under each Security Document to which it is a party (including, as to the Parent Company, Liens encumbering the Equity Interests of Affirm and Peak), and agrees that each such Security Document will continue in full force and effect to secure the Secured Obligations as the same may be amended, supplemented, or otherwise modified heretofore, hereby and from time to time hereafter, and such other amounts in accordance with the terms of such Security Document, and (c) acknowledges, represents, warrants and agrees that the liens and security interests granted by it pursuant to the Security Documents are valid and subsisting and create a security interest to secure the Secured Obligations and are first priority, fully enforceable, non-avoidable and duly perfected Liens as required therein.

Section 9.               Guaranty and Lien Releases.

9.1                      Each Credit Party represents and warrants to the Administrative Agent and each Lender that SES Legacy (i) has no assets other than assets with de minimis value and the Equity Interests of the Parent Company, (ii) has no Subsidiaries or other investments other than Equity Interests of the Parent Company, (iii) has not engaged in any operations other than general and administrative activities related to the maintenance of its limited liability company existence, and (iv) has not received any Property from any other Credit Party other than the minimal initial cash capital contribution, if any, given to it in connection with its formation.

9.2                      In reliance on the representations and warranties provided in Section 9.1 above, effective as of Effective Date, each of the Lenders hereby agree that: (a) the obligations of SES Legacy under the Guaranty and under each other Credit Document are hereby released, terminated and no longer of any force and effect (except for those obligations that expressly survive the termination of the applicable Credit Document and release of any Lien created thereby) and SES Legacy shall no longer be a “Guarantor” or a “Grantor” thereunder (except as to those obligations that expressly survive the termination of the applicable Credit Document and release of any Lien created thereby), and (b) all assets of SES Legacy which constitute Collateral and all Equity Interests issued by SES Legacy which constitute Collateral are hereby released from the Liens created under the Security Documents.  The Administrative Agent shall, upon the reasonable request of the Borrower and at the sole cost and expense of the

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Borrower, execute and deliver such UCC-3 termination statements, releases of security interests and other instruments, in each case in proper form of recording, as the Borrower shall reasonably request to evidence the release expressly contemplated herein.  It is understood and agreed that the releases provided in this Section 9.2 (i) are expressly made condition upon the accuracy, in all material respects, of the representations and warranties provided in Section 9.1 above, (ii) shall not release any Guarantor other than SES Legacy as expressly provided above, and (iii) as to the Liens created under the Security Documents, are partial releases only which are expressly limited to the assets described above in this Section 9.2 and shall not release any other assets of any other Credit Party from the Liens created under the Credit Documents.

Section 10.        Release.  For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether  known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the “Released Claims”), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the date hereof and are in any way directly or indirectly arising out of or in any way connected to any of this Agreement, the Credit Agreement, any other Credit Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released Matters”).  Each Credit Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 10 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled.  Each Credit Party hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised and discharged by the Credit Parties pursuant to this Section 10.  In entering into this Agreement, each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof.  The provisions of this Section 10 shall survive the termination of this Agreement, the Credit Agreement and the other Credit Documents and payment in full of the Obligations.

Section 11.        Lender Hold Harmless and Release.  Each Lender hereby acknowledges and agrees that (a) as part of the Credit Agreement, as amended hereby, Wells Fargo Bank, National Association (“WFB”) may forward to such Lender, from time to time, copies of certain appraisals, field exam reports, collateral audits and other collateral reports (collectively, “Reports”), (b) such Reports were prepared, or will be prepared, for WFB for its own internal purposes and if provided, are being, or will be, provided to such Lender on a confidential basis and such Reports shall not be reproduced, disseminated or discussed by such Lender without WFB’s express written consent except to its Affiliates, directors, officers, employees and agents in connection with the Credit Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Reports and instructed to keep such Reports confidential but, in any event, such Lender shall be responsible for such disclosure of such Reports by any such Person), as required under applicable Legal Requirement or to the extent required or requested by, or required to be disclosed to, any regulatory or similar authority

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purporting to have jurisdiction over such Lender or its Affiliates, directors, officers, employees or agents (including any self-

regulatory authority, such as the National Association of Insurance Commissioners) , (c) if provided, such Reports are being, or will be, provided without any representation or warranty, expressed or implied, by WFB as to its accuracy or completeness, (d) WFB is making no representation or warranty of any kind related to or in connection with such Reports and WFB assumes no responsibility to make any such representation or warranty, (e) if provided, such Reports are being, or will be, provided solely for such Lender’s convenience, and (f) WFB does not have any responsibility for the creditworthiness or financial conditions of the Borrower or any Affiliate thereof.  Furthermore, each Lender hereby acknowledges and agrees that in making decisions under this Agreement and in the other Credit Documents, including the Credit Agreement, as amended hereby, such Lender is making its own credit analysis and decisions independently and without reliance on any Report or on WFB.  Without limiting the generality of Section 8.5 of the Credit Agreement, the Lenders severally agree to, and hereby do, indemnify and hold harmless Wells Fargo & Company, WFB and each of the foregoing’s Affiliates and each of the foregoing’s respective directors, officers, employees, and agents (each of the foregoing being an “WFB Indemnitee”) ratably according to the respective principal amounts of the Advances then held by each Lender (or if no principal of the Advances is at the time outstanding, ratably according to the respective Commitments held by each of them immediately prior to the termination, expiration or full reduction of each such Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever (including but not limited to attorneys’ fees) which may be imposed on or incurred by any WFB Indemnitee or asserted against any WFB Indemnitee by any third party, any Lender, the Borrower or any Affiliate thereof or any other Person, and in any way relating to or arising out of any Report (including as a result of such WFB Indemnitee’s own negligence regardless of whether such negligence is sole or contributory, active or passive, imputed, joint or technical) but not including to the extent found in a final, non-appealable judgment by a court of competent jurisdiction to have result from such WFB Indemnitee’s gross negligence or willful misconduct.  The terms of this Section 11 are solely for the benefit of the WFB Indemnitees and their respective successors and assigns and no other Person shall have or be entitled to assert rights or benefits under this Section 11.

Section 12.        Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument.  This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.

Section 13.        Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.

Section 14.        Invalidity.  In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

Section 15.        Governing Law.  This Agreement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

Section 16.        Patriot Act.  Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the PATRIOT Act it is required to obtain, verify and record information that identifies such Credit Party, which information includes the name and address of such Credit Party

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and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Credit Party in accordance with the PATRIOT Act.

Section 17.                                    Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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EXECUTED to be effective as of the date first above written.

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Amendment No. 15 to Amended and Restated Credit Agreement

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ANNEX A TO AMENDMENT NO. 15 TO
AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 3, 2011

Among

SELECT ENERGY SERVICES, LLC
as Borrower,

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent, Issuing Lender and Swing Line Lender,

and

THE LENDERS NAMED HEREIN

as Lenders

$175,000,000

WELLS FARGO SECURITIES, LLC

AS JOINT LEAD ARRANGER AND JOINT BOOKRUNNER

BANK OF AMERICA, N.A.

AS JOINT LEAD ARRANGER AND JOINT BOOKRUNNER

AND

AMEGY BANK NATIONAL ASSOCIATION, COMERICA BANK AND REGIONS BANK

as Co-Documentation Agents

i

ii

iii

iv

v

vi

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 3, 2011 is among (a) Select Energy Services, LLC, a Delaware limited liability company (the “Borrower”), (b) the Lenders (as defined below), and (c) Wells Fargo Bank, National Association as Swing Line Lender (as defined below), Issuing Lender (as defined below), and as Administrative Agent (as defined below) for the Lenders.

RECITALS

A.                                    The Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the lenders party thereto, including certain of the Lenders (the “Existing Lenders”) have previously executed and delivered that certain Credit Agreement dated as of June 30, 2010, as heretofore amended (as so amended, the “Restated Agreement”).

B.                                    The Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Existing Lenders together with the other new Lenders desire to amend and restate (but not extinguish) the Restated Agreement in its entirety as hereinafter set forth through the execution of this Agreement.

C.                                    It is the intention of the parties hereto that this Agreement is an amendment and restatement of the Restated Agreement, not a new or substitute credit agreement or novation of the Restated Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders, (i) do hereby agree that the Restated Agreement is amended and restated (but not substituted or extinguished) in its entirety as set forth herein, and (ii) do hereby further agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

Section 1.1                                    Certain Defined Terms.  The following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acceptable Security Interest” means a security interest which (a) exists in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, (b) is superior to all other security interests (other than the Permitted Liens), (c) secures the Obligations, (d) is enforceable against the Credit Party which created such security interest and (e) is perfected except for Excluded Perfection Collateral.

“Account Control Agreement” shall mean, as to any deposit account of any Credit Party held with a bank, an agreement or agreements in form and substance reasonably acceptable to the Administrative Agent, among the Credit Party owning such deposit account, the Administrative Agent and such other bank governing such deposit account.

“Acquisition” means the purchase by any Credit Party of any business, division or enterprise, including the purchase of associated assets or operations or the Equity Interests of a Person and for the avoidance of doubt, excludes purchases of equipment only with no other tangible or intangible property associated with such equipment purchase.

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“Adjusted Base Rate” means, for any day, the fluctuating rate per annum of interest equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, and (c) a rate determined by the Administrative Agent to be the Daily One-Month LIBOR plus 1.00%.  Any change in the Adjusted Base Rate due to a change in the Prime Rate, Daily One-Month LIBOR or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate, Daily One-Month LIBOR or the Federal Funds Rate.

“Administrative Agent” means Wells Fargo in its capacity as agent for the Lenders pursuant to Article 8 and any successor agent pursuant to Section 8.7.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance” means any advance by a Lender or the Swing Line Lender to the Borrower as a part of a Borrowing.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person.  The term “control” (including the terms “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise.

“Affiliate Sale/Leaseback” means any sale/leaseback transaction with an Affiliate of a Credit Party or with Mesa Real Estate Partners, LP, a Delaware limited partnership, that is permitted pursuant to Section 6.14.

“Affirm” means Affirm Oilfield Services, a Texas limited liability company, that, as of the Amendment No. 11 Effective Date, is a direct, wholly-owned Subsidiary of the Borrower.

“Affirm Disposition” means the sale, transfer or other disposition of (a) all or substantially all the assets of Affirm or (b) all Equity Interests of Affirm.

“Agreed Currency” means, subject to Section 1.7 and Section 1.8, (a) Dollars and (b) Canadian Dollars.

“Agreement” means this Amended and Restated Credit Agreement among the Borrower, the Lenders, the Swing Line Lender, the Issuing Lender and the Administrative Agent.

“Amendment No. 4” means that certain Master Assignment, Agreement, and Amendment No. 4 to Credit Agreement dated as of October 21, 2011 among the parties hereto which amends this Agreement.

“Amendment No. 4 Effective Date” means October 21, 2011.

“Amendment No. 6” means that certain Waiver and Amendment No. 6 to Credit Agreement dated as of February 28, 2012 among the parties hereto which amends this Agreement.

“Amendment No. 6 Effective Date” means February 28, 2012.

“Amendment No. 7” means that certain Amendment No. 7 to Credit Agreement dated as of August 24, 2012 among the parties hereto which amends this Agreement.

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“Amendment No. 11” means that certain Amendment No. 11 to Credit Agreement dated as of the Amendment No. 11 Effective Date among the parties hereto which amends this Agreement.

“Amendment No. 11 Effective Date” means October 30, 2015.

“Amendment No. 12 Effective Date” means March 11, 2016.

“Amendment No. 13” means that certain Limited Waiver and Amendment No. 13 to Amended and Restated Credit Agreement dated as of July 1, 2016, among the parties thereto which amends this Agreement.

“Amendment No. 14” means that certain Waiver, Master Assignment and Amendment No. 14 to Amended and Restated Credit Agreement dated as of the Amendment No. 14 Effective Date among the parties thereto which amends this Agreement.

“Amendment No. 14 Effective Date” means September 22, 2016.

“Amendment No. 15 Effective Date” means December 20, 2016.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Credit Party from to time concerning or relating to bribery or corruption.

“Applicable Margin” means, at any time with respect to each Type of Advance, the Letters of Credit and the Commitment Fee, the percentage rate per annum which is applicable at such time with respect to such Advance, Letter of Credit or Commitment Fee as set forth in Schedule I and subject to further adjustments as set forth in Section 2.8(c).

“Asset Sale” means (a) any sale, transfer, or other disposition of any Property, by any Credit Party and (b) any issuance or sale of any Equity Interests of any Subsidiary, in each case, to any Person other than a Credit Party; provided that, any sale, transfer or other disposition of Property from one Credit Party to another Credit Party as permitted under Section 6.8(a) and the sale of inventory in the ordinary course as permitted under Section 6.8(b) shall not constitute an “Asset Sale” for purposes of this Agreement.

“Asset Sale Payment Date” means (a) as to the Peak Disposition and the Affirm Disposition, the first Business Day following the receipt of proceeds of such disposition, (b) as to all other Asset Sales that are permitted hereunder, the last Business Day of the fiscal quarter during which such Asset Sale occurred, and (c) as to all other Asset Sales that are not permitted hereunder, the first Business Day following the receipt of proceeds of such disposition, or in any case, such later or earlier date as agreed to between the Borrower and the Majority Lenders.

“Assignment and Acceptance” means an assignment and acceptance executed by a Lender and an Eligible Assignee and accepted by the Administrative Agent, in substantially the same form as Exhibit A.

“AutoBorrow Agreement” means any agreement providing for automatic borrowing services between the Borrower and the Swing Line Lender.

“Availability” means, as of a date of determination, the excess of (a) the aggregate Revolving Commitments in effect at such time, over (b) the sum of (i) the outstanding amount of all Revolving Advances and Swing Line Advances plus (ii) the Letter of Credit Exposure.

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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Banking Services Provider” means any Lender (other than a Defaulting Lender) or Affiliate of a Lender (other than a Defaulting Lender) that provides Banking Services to the Borrower or any Restricted Subsidiary.

“Banking Services” means each and any of the following bank services provided to any Credit Party by any Lender (other than a Defaulting Lender) or any Affiliate of a Lender (other than a Defaulting Lender): (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” means any and all obligations of the Borrower or any other Credit Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Base Rate Advance” means an Advance which bears interest based upon the Adjusted Base Rate.

“Bell Supply” means Bell Supply Company, LLC, a Texas limited liability company.

“Borrower” means Select Energy Services, LLC, a Delaware limited liability company.

“Borrowing” means a Revolving Borrowing, a Term Borrowing or a Swing Line Borrowing.

“Business Day” means a day other than a Saturday, Sunday, or other day on which the Administrative Agent is authorized to close under the laws of, or is in fact closed in, New York or Texas, and:

(a) if the applicable Business Day relates to any interest rate settings as to a Eurodollar Advance denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Advance, means any such day on which dealings in deposits in Dollars are carried on by commercial banks in the London interbank market;

(b) if the applicable Business Day relates to any interest rate settings as to a Eurodollar Advance denominated in Canadian Dollars, means any such day on which dealings in deposits in Canadian Dollars are carried on by commercial banks in the London or other applicable offshore interbank market for Canadian Dollars; and

(c) if the applicable Business Day relates to any fundings, disbursements, settlements and payments in Canadian Dollars in respect of a Eurodollar Advance denominated in Canadian Dollars, or any other dealings in Canadian Dollars to be carried out pursuant to this Agreement in respect of any such

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Eurodollar Advance (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in Toronto, Canada.

“Canadian Anti-Terrorism Laws” means the anti-terrorist provisions of the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the United Nations Suppression of Terrorism Regulations and the Anti-terrorism Act (Canada) and all regulations and orders made thereunder.

“Canadian Dollar Equivalent” shall mean, on any date of determination, with respect to any amount in Dollars, the equivalent in Canadian Dollars of such amount, determined by the Administrative Agent using the Exchange Rate then in effect.

“Canadian Dollars” and “C$” means the lawful money of Canada.

“Capital Expenditures” for any Person and period of its determination means, without duplication, the aggregate of all expenditures and costs (whether paid in cash or accrued as liabilities during that period and including that portion of payments under Capital Leases that are capitalized on the balance sheet of such Person) of such Person during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, or equipment or similar fixed asset accounts reflected in the balance sheet of such Person.

“Capital Expenditures Basket Amount” means:

(a)                                 for the period of time commencing on the Amendment No. 14 Effective Date and ending on December 31, 2016, $7,500,000;

(b)                                 for each fiscal quarter ending after December 31, 2016 but on or prior to December 31, 2017, an amount equal to (i) $35,000,000 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended since December 31, 2016;

(c)                                  for the fiscal quarter ending March 31, 2018, the greater of (i) 35,000,000 and (ii) 50% of the EBITDA for the four-fiscal quarter period ending December 31, 2017;

(d)                                 for the fiscal quarter ending June 30, 2018, an amount equal to (i) the greater of (x) $35,000,000 and (y) 50% of the EBITDA for the four-fiscal quarter period ending March 31, 2018 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended in the fiscal quarter ending March 31, 2018;

(e)                                  for the fiscal quarter ending September 30, 2018, an amount equal to (i) the greater of (x) $35,000,000 and (y) 50% of the EBITDA for the four-fiscal quarter period ending June 30, 2018 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended in the two-fiscal quarter period ending June 30, 2018;

(f)                                   for the fiscal quarter ending December 31, 2018, an amount equal to (i) the greater of (x) $35,000,000 and (y) 50% of the EBITDA for the four-fiscal quarter period ending September 30, 2018 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended in the three-fiscal quarter period ending September 30, 2018;

(g)                                  for the fiscal quarter ending March 31, 2019, the greater of (i) 35,000,000 and (ii) 50% of the EBITDA for the four-fiscal quarter period ending December 31, 2018;

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(h)                                 for the fiscal quarter ending June 30, 2019, an amount equal to (i) the greater of (x) $35,000,000 and (y) 50% of the EBITDA for the four-fiscal quarter period ending March 31, 2019 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended in the fiscal quarter ending March 31, 2019;

(i)                                     for the fiscal quarter ending September 30, 2019, an amount equal to (i) the greater of (x) $35,000,000 and (y) 50% of the EBITDA for the four-fiscal quarter period ending June 30, 2019 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended in the two-fiscal quarter period ending June 30, 2019;

(j)                                    for the fiscal quarter ending December 31, 2019, an amount equal to (i) the greater of (x) $35,000,000 and (y) 50% of the EBITDA for the four-fiscal quarter period ending September 30, 2019 minus (ii) Capital Expenditures (other than Equity Funded Capital Expenditures) expended in the three-fiscal quarter period ending September 30, 2019; and

(k)                                 for the fiscal quarter ending March 31, 2020, the greater of (i) 35,000,000 and (ii) 50% of the EBITDA for the four-fiscal quarter period ending December 31, 2019.

“Capitalization Ratio” means, as of the end of each fiscal quarter, the ratio (expressed as a percentage) of (a) all consolidated Debt of the Parent Company as of the last day of such fiscal quarter to (b) the Parent Company’s consolidated Total Capitalization as of the last day of such fiscal quarter.

“Capital Leases” means, for any Person, any lease of any Property by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person but specifically excluding Affiliate Sale/Leasebacks.

“Cash Collateral Account” means a special cash collateral account pledged to the Administrative Agent containing cash deposited pursuant to the terms hereof to be maintained with the Administrative Agent in accordance with Section 2.2(h).

“Casualty Event” means the damage, destruction or condemnation, including by process of eminent domain or any transfer or disposition of property in lieu of condemnation, as the case may be, of property of any Person.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“Certificated Equipment” means any equipment the ownership of which is evidenced by, or under applicable Legal Requirement, is required to be evidenced by, a certificate of title.

“Change in Control” means the occurrence of any of the following events:

(a)                                 at any time, the Parent Company shall fail to own one hundred percent (100%) of the Equity Interests of the Borrower;

(b)                                 prior to a Qualified IPO, the Permitted Holders, Crestview Entities and Crestview Co-Investors shall fail to collectively own, directly or indirectly, at least fifty-one percent (51%) of the Voting Securities of the Parent Company; or

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(c)                                  after a Qualified IPO, (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (other than the Permitted Holders, Crestview Entities and Crestview Co-Investors) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than thirty-three percent (33%) of the Voting Securities of the Parent Company or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Parent Company (or, if the Parent Company is managed by a manager, the majority of the members of the board of directors (or other equivalent governing body) of the Person entitled to appoint such manager) shall not constitute Continuing Directors; or

(d)                                 there shall have occurred under any indenture or other instrument evidencing any Debt or Equity Interests in excess of $7,500,000 any “change in control” or similar provision (as set forth in the indenture, agreement or other evidence of such Debt or Equity Interests) obligating the Parent Company, any Guarantor, the Borrower or any of its Subsidiaries to repurchase, redeem or repay, or to offer to repurchase, redeem, or repay, all or any part of the Debt or Equity Interests provided for therein.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Class” has the meaning set forth in Section 1.4.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereof.

“Collateral” means all property of the Credit Parties which is “Collateral” or “Mortgaged Property” (as defined in each of the Mortgages and the Security Agreements, as applicable) or similar terms used in the Security Documents.  Collateral shall not include any Excluded Properties.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Continuing Directors” means (a) the directors (or equivalent) of the Parent Company on the Amendment No. 15 Effective Date (or, if the Parent Company is managed by a manager, the directors (or other equivalent) of the Person entitled to appoint such manager) and (b) each other director (or equivalent) of the Parent Company (or, if the Parent Company is managed by a manager, each other director (or other equivalent) of the Person entitled to appoint such manager) if, in each case, such other Person’s nomination for election to the board of directors (or equivalent governing body) of the Parent Company (or, if the Parent Company is managed by a manager, the board of director (or other equivalent

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governing body) of the Person entitled to appoint such manager) is approved by at least 51% of the then Continuing Directors.

“Commitment Fees” means the fees required under Section 2.7(a).

“Commitments” means, as to any Lender, its Revolving Commitment and its Term Commitment, if applicable.

“Compliance Certificate” means a compliance certificate executed by a Responsible Officer of the Borrower or such other Person as required by this Agreement in substantially the same form as Exhibit C.

“Computation Date” means initially the Amendment No. 6 Effective Date and thereafter, so long as any outstanding Revolving Tranche A Advance or Tranche A Letter of Credit is denominated in Canadian Dollars, (i) the last Business Day of each calendar quarter, (ii) the date of any proposed Revolving Tranche A Advance if the Administrative shall determine that a computation is necessary or the Majority Revolving Tranche A Lenders shall require a computation, (iii) the date of any proposed issue, increase, or expiration date extension of any Tranche A Letter of Credit if the Administrative shall determine that a computation is necessary or the Issuing Lender shall require a computation, (iv) the date of any reduction of the Revolving Tranche A Commitments pursuant to Section 2.1(c)(i)(A), (v) the date of any increase in the Revolving Tranche A Commitments under Section 2.15, (vi) the date of any reallocation provided in Section 2.16, and (vii) such additional dates as the Administrative Agent shall determine that a computation is necessary or the Majority Tranche A Revolving Lenders or Issuing Lender shall require a computation.

“Controlled Group” means all members of a controlled group of corporations and all businesses (whether or not incorporated) under common control which, together with the Parent Company, the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Code.

“Convert,” “Conversion,” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.4(b).

“Covenant Changeover Condition” shall have been met if each of the following has occurred: (a) Leverage Ratio as of any fiscal quarter ending on or after December 31, 2016 is less than 3.00 to 1.00 and (b) the Borrower has delivered a Compliance Certificate (or for such period when the Leverage Ratio under Section 6.18 is not applicable, an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent) setting forth a detailed calculation of such Leverage Ratio.

“Covenant Cure Payment” has the meaning set forth in Section 7.7.

“Credit Documents” means this Agreement, the Notes, the Letters of Credit, the Letter of Credit Applications, the Guaranties, the Notices of Borrowing, the Notices of Conversion, the Security Documents, any Autoborrow Agreement, the Fee Letter, and each other agreement, instrument, or document executed at any time in connection with this Agreement.

“Credit Parties” means the Borrower and the Guarantors, including without limitation, the Parent Company.

“Crestview Co-Investor” means any Person who has invested in one or more funds or other investment vehicles managed by Crestview Partners II, L.P. and who, concurrently with one or more of the Crestview Entities, has (or upon the funding of the Exempt Crestview Equity will have) made a

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concurrent investment in the Parent Company; provided that, any such Person shall cease to be a “Crestview Co-Investor” if such concurrent investment made by one or more of the Crestview Entities is subsequently sold or otherwise transferred to any Person other than to another Crestview Entity.

“Crestview Entities” means, collectively, Crestview Partners II, L.P., a Delaware limited partnership and all wholly-owned subsidiaries of Crestview Partners II, L.P. that own an Equity Interest in the Parent Company.

“Custodial Agreement” means each custodial agreement now or hereafter executed in substantially the same form as Exhibit D.

“Daily One-Month LIBOR” means, for any day, the rate of interest equal to the Eurodollar Rate then in effect for delivery for a one (1) month period.

“Debt” means, for any Person, without duplication:  (a) indebtedness of such Person for borrowed money, including the face amount of any letters of credit supporting the repayment of indebtedness for borrowed money issued for the account of such Person; (b) to the extent not covered under clause (a) above, obligations under letters of credit and agreements relating to the issuance of letters of credit or acceptance financing, including Letters of Credit; (c) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, or upon which interest payments are customarily made; (d) obligations of such Person under conditional sale or other title retention agreements relating to any Properties purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) obligations of such Person to pay the deferred purchase price of property, services, or Acquisitions (including, without limitation, any earn-out obligations, contingent obligations, or other similar obligations associated with such purchase, and including obligations that are non-recourse to the credit of such Person but are secured by the assets of such Person); (f) obligations of such Person as lessee under Capital Leases and obligations of such Person in respect of synthetic leases; (g) obligations of such Person under any Hedging Arrangement (except that such obligations shall not constitute Debt for purposes of the calculations for compliance under Sections 6.18 and 6.19); (h) Disqualified Equity Interests; (i) the Debt of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for the payment of such Debt; (j) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; (k) indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) secured by any Lien on or in respect of any Property of such Person, and (l) all liabilities of such Person in respect of unfunded vested benefits under any Plan.

“Debt Incurrence” means any issuance or sale by the Parent Company, the Borrower or any other Subsidiary of any Debt after the Effective Date other than Permitted Debt.

“Debt Incurrence Proceeds” means, with respect to any Debt Incurrence, all cash and cash equivalent investments received by the Parent Company, the Borrower or any other Subsidiary from such Debt Incurrence after payment of, or provision for, all underwriter fees and expenses, original issue discount, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such Debt Incurrence; provided that, an original issue discount shall not reduce the amount of such Debt Incurrence Proceeds unless such discount is due and payable at or immediately following the closing of such Debt Incurrence and such discount has not already been taken into account

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to reduce the amount of proceeds received by the Parent Company, the Borrower or such Subsidiary from such Debt Incurrence.

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Advances or participations in Letter of Credit Obligations or Swing Line Advances required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless (i) with the consent of the Administrative Agent and the Borrower (which consent may be withheld at the sole discretion of the Administrative Agent and the Borrower), such failure has been cured, or (ii) such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or waived, (b) has indicated to the Administrative Agent, or has stated publicly, that such Lender will not fund any portion of the Advances or participations in Letter of Credit Obligations or Swing Line Advances required to be funded by it hereunder, unless, with the consent of the Administrative Agent and the Borrower (which consent may be withheld at the sole discretion of the Administrative Agent and the Borrower), such Lender actually funds such Advances or participations, (c) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or unless, with the consent of the Administrative Agent (which consent may be withheld at the sole discretion of the Administrative Agent), such failure has been cured, (d) as to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender, or (e) has failed to confirm in writing to the Administrative Agent, for at least three Business Days, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder.  Any determination that a Lender is a Defaulting Lender will be made by the Administrative Agent in its sole discretion acting in good faith.

“Designated Currency” means, (a)(i) for Revolving Tranche A Advances that are Base Rate Advances, Dollars, and (ii) for Revolving Tranche A Advances that are Eurodollar Advances, Dollars or Canadian Dollars, (b) for Revolving Tranche B Advances, Dollars, and (c) for Swing Line Advances, Dollars.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or significant asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or significant asset sale event shall be subject to (i) the prior repayment in full of all Advances and all other Obligations, (ii) the prior termination and return of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender in their respective sole discretion shall have been made), and (iii) the prior termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or significant asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or significant asset sale event shall be subject to (i) the prior repayment in full of all Advances and all other Obligations, (ii) the prior termination and return of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender in their respective sole discretion shall have been made), and (iii) the prior termination of the Commitments), in whole or in part, (c) provide for any payment of dividends, any other Restricted Payment or any other payments in cash or any other

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Property (other than solely in the form of Qualified Equity Interests), (d) are or become convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, or (e) have any “debt”-like features such as (but not limited to) (i) any amortization, any scheduled prepayments or any other prepayment terms, or (ii) any financial or other type of covenants other than covenants that are customary to common Equity Interests); provided that if such Equity Interests is issued pursuant to a plan for the benefit of the Parent Company or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Parent Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in Canadian Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate (determined in respect of the most recent Computation Date) for the purchase of Dollars with Canadian Dollars.

“Dollars” and “$” means lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of a Person that is not a Foreign Subsidiary.

“EBITDA” means, without duplication, for the Parent Company and for any period, the sum of:

(a) the Parent Company’s consolidated Net Income for such period plus

(b) to the extent deducted in determining Parent Company’s consolidated Net Income, Interest Expense, income taxes, depreciation, amortization and other non-cash charges for such period (including any non-cash charges resulting from option or similar equity grants) plus

(c) non-recurring costs and expenses that were directly incurred during the fiscal year ended December 31, 2015, or the fiscal quarter ending March 31, 2016, in connection with the Proposed Parent Company Disposition in an aggregate amount not to exceed $3,100,000 and to the extent such costs and expenses are not capitalized plus

(d) non-recurring costs and expenses (other than those described in clauses (c), (f), and (g)) that were directly incurred during the fiscal year ended December 31, 2015 in an aggregate amount not to exceed $250,000 and to the extent such costs and expenses are not capitalized plus

(e) cash restructuring costs in an aggregate amount up to $1,000,000 for any fiscal year and incurred in connection with Permitted Acquisitions plus

(f) non-recurring severance payments to former officers, employees, directors, or consultants of a Credit Party in connection with the termination of employment or consultancy of any such officer, employee, director or consultant in an aggregate amount not to exceed $3,500,000 during any consecutive four-fiscal quarter period plus

(g) non-recurring costs and expenses incurred in connection with any Strategic Transaction regardless of whether such Strategic Transaction is consummated, so long as (i) the aggregate amount of such costs and expenses does not exceed $1,000,000 in any consecutive four-fiscal quarter period, (ii) such costs and expenses are not capitalized, and (iii) the Administrative Agent has received evidence satisfactory to it, in its sole discretion, of the incurrence and accounting of such costs and expenses plus

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(h) solely for the fiscal quarters ended June 30, 2015, September 30, 2015 and December 31, 2015, the lease expense savings to any Credit Party resulting from the termination of the leases for the Certificated Equipment that the Borrower acquired during the fiscal quarters ended June 30, 2015, September 30, 2015 or December 31, 2015, or the calendar month ended January 31, 2016; provided that, for any calendar month, the lease expense savings described in this clause (h) for such calendar month shall be an amount equal to the Dollar amount set forth next to such calendar month in Schedule 1.3 under the “TTM EBITDA Adjustment” column; plus

(i) to the extent deducted in determining Parent Company’s consolidated Net Income for such period, any cash charges or other expenses incurred in connection with Amendment No. 13, Amendment No. 14 or Amendment No. 15 during such period; plus

(j) the non-recurring costs and expenses incurred in connection with the Rule 144A Offering in an aggregate amount not to exceed $5,000,000; plus

(k) any non-recurring costs and expenses resulting from the payment of phantom equity to current and prior employees of the Credit Parties;

provided further that such EBITDA shall be subject to pro forma adjustments for Acquisitions, the acquisitions of Certificated Equipment described in clause (h), and Nonordinary Course Asset Sales assuming that such transactions had occurred on the first day of the determination period, which adjustments shall be made in accordance with the guidelines for pro forma presentations set forth by the SEC or in a manner otherwise acceptable to the Administrative Agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means May 3, 2011.

“Eligible Assignee” means (a) a Lender (other than a Defaulting Lender), (b) any Affiliate of a Lender approved by the Administrative Agent, or (c) any other Person (other than a natural Person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.7, the Borrower, such approval not to be unreasonably withheld or delayed by the Borrower or by the Administrative Agent and such approval to be deemed given by the Borrower if no objection is received by the Administrative Agent from the Borrower within five Business Days after notice of such proposed assignment has been provided to the Borrower; provided, however, that neither the Borrower nor any Affiliate of the Borrower shall qualify as an Eligible Assignee.

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“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C.  9601(8) (1988).

“Environmental Claim” means any third party (including governmental agencies and employees) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement or notice of potential or actual responsibility or violation (including claims or proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating to health or safety of employees) which seeks to impose liability under any Environmental Law.

“Environmental Law” means all federal, state, and local laws, rules, regulations, ordinances, orders, decisions, agreements, and other requirements, including common law theories, now or hereafter in effect and relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, medical infections, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, medical infections, or toxic substances, materials or wastes.

“Environmental Permit” means any permit, license, order, approval, registration or other authorization under Environmental Law.

“Equity Funded Acquisition” means an Acquisition that is funded with Qualified Equity Proceeds which have not been applied as a Covenant Cure Payment.  For the avoidance of doubt, if any Acquisition is funded partially with such Qualified Equity Proceeds, only the portion of such Acquisition funded with such Qualified Equity Proceeds shall constitute an Equity Funded Acquisition.

“Equity Funded Capital Expenditure” means a Capital Expenditure that is funded with Qualified Equity Proceeds which have not been applied as a Covenant Cure Payment.  For the avoidance of doubt, if any Capital Expenditure is funded partially with such Qualified Equity Proceeds, only the portion of such Capital Expenditure funded with such Qualified Equity Proceeds shall constitute an Equity Funded Capital Expenditure.

“Equity Funded Investment” means an investment in the form of Equity Interests to the extent that such investment is funded with Qualified Equity Proceeds which have not been applied as a Covenant Cure Payment.  For the avoidance of doubt, if any investment is funded partially with such Qualified Equity Proceeds, only the portion of such investment funded with such Qualified Equity Proceeds shall constitute an Equity Funded Investment.

“Equity Interest” means with respect to any Person, any shares, interests, participation, or other equivalents (however designated) of corporate stock, membership interests or partnership interests (or any other ownership interests) of such Person.

“Equity Issuance” means any issuance of equity securities or any other Equity Interests (including any preferred equity securities) by the Parent Company, any Guarantor, the Borrower or any Subsidiary other than equity securities issued (i) to the Borrower or one of its Subsidiaries, (ii) pursuant to employee or director and officer equity incentive plans in the ordinary course of business, or (iii) to the seller(s) as consideration in connection with any Acquisition.

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“Equity Issuance Proceeds” means, with respect to any Equity Issuance, all cash and cash equivalent investments received by the Parent Company, any Guarantor, the Borrower or any Subsidiary from such Equity Issuance (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such Equity Issuance.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board as in effect from time to time.

“Eurodollar Advance” means an Advance that bears interest based upon the Eurodollar Rate (other than Advances that bear interest based upon the Daily One Month LIBOR).

“Eurodollar Base Rate” means (a) in determining Eurodollar Rate for purposes of the “Daily One Month LIBOR”, the rate per annum for Dollar deposits quoted by the Administrative Agent for the purpose of calculating effective rates of interest for loans making reference to the “Daily One-Month LIBOR”, as the inter-bank offered rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of the applicable Advances; provided that, the Administrative Agent may base its quotation of the inter-bank offered rate upon such offers or other market indicators of the inter-bank market as the Administrative Agent in its discretion deems appropriate including, but not limited to, the rate determined under the following clause (b), and (b) in determining Eurodollar Rate for all other purposes, the rate per annum (rounded upward to the nearest whole multiple of 1/8th of 1%) equal to the interest rate per annum set forth on the Reuters Reference LIBOR1 page as the London Interbank Offered Rate, for deposits in the Designated Currency at 11:00 a.m.  (London, England time) two Business Days before the first day of the applicable Interest Period and for a period equal to such Interest Period; provided that, if such quotation is not available for any reason, then for purposes of this clause (b), Eurodollar Base Rate shall then be the rate determined by the Administrative Agent to be the rate at which deposits in the Designated Currency for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Advances being made, continued or converted by the Lenders and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch (or other branch or Affiliate of the Administrative Agent, or in the event that the Administrative Agent does not have a London branch, the London branch of a Lender chosen by the Administrative Agent) to major banks in the London or other offshore inter-bank market for the Designated Currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period); provided further that if the rate determined under the preceding clause (a) or clause (b) is less than zero, then “Eurodollar Base Rate” shall be deemed to be zero for such determination.

“Eurodollar Rate” means a rate per annum determined by the Administrative Agent pursuant to the following formula:

Where,

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“Eurodollar Reserve Percentage” means, as of any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities.  The Eurodollar Rate for each outstanding Advance shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning specified in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Rate” means, on any Business Day, (a) with respect to any calculation of the Dollar Equivalent on such date, the rate at which Canadian Dollars may be exchanged into Dollars, as set forth on such date on the relevant FWDS Series Reuters currency page at or about 11:00 a.m. Houston, Texas time on such date and (b) with respect to any calculation of the Canadian Dollar Equivalent, the rate at which Dollars may be exchanged into Canadian Dollars, as set forth on such date on the relevant FWDS Series Reuters currency page at or about 11:00 a.m. Houston, Texas time on such date.  In the event that such rate does not appear on any such Reuters page, the “Exchange Rate” with respect to Canadian Dollars shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such “Exchange Rate” shall instead be the Administrative Agent’s spot rate of exchange in the interbank market where its currency exchange operations in respect of Canadian Dollars are then being conducted, at or about 10:00 a.m. local time at such date for the purchase of Canadian Dollars with Dollars or the purchase of Dollars with Canadian Dollars, as the case may be, for delivery two Business Days later; provided that if at the time of any such determination no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable method (including obtaining quotes from three or more market makers for Canadian Dollars) as it deems appropriate to determine such rate and such determination shall be presumed correct absent manifest error.

“Excluded Perfection Collateral” shall mean, collectively, (a)(i) letter of credit rights and (ii) commercial tort claims, and (b) any General Intangibles (as defined in the Security Agreement) and other Property (i) in which a security interest cannot be perfected by the filing of a financing statement under the UCC, PPSA or a similar filing under the respective foreign jurisdiction, and (ii) with respect to which the Administrative Agent has determined, in its sole discretion that the cost of perfecting a security interest in such Property is excessive in relation to the value of the Lien to be afforded thereby; provided that if (y) an Event of Default has occurred and is continuing, the Administrative Agent, in its sole discretion, may elect to no longer treat any of the foregoing as “Excluded Perfection Collateral,” and (z)(i) if such letter of credit rights exceed $1,000,000 in the aggregate, (ii) the amount of damages reasonably expected to be claimed from such commercial tort claims exceeds $1,000,000 in the aggregate, or (iii) such General Intangibles exceed $1,000,000 in the aggregate, then the Administrative Agent, in its sole discretion, may elect to no longer treat such letter of credit rights, commercial tort claims, or General Intangibles, respectively, as “Excluded Perfection Collateral.”

“Excluded Properties” means all leased real property of any Credit Party; provided that, Excluded Properties shall not include any System Property.

“Excluded Swap Obligation” means, with respect to any Guarantor, any obligation under any Hedging Arrangement if, and to the extent that, all or a portion of the guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such obligation (or any guaranty thereof) is or

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becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such obligation.  If an obligation under any Hedging Arrangements arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Tax” has the meaning set forth in Section 2.13(a).

“Exempt Crestview Equity” means the funding of equity contribution to the Parent Company after the Effective Date by Crestview and any Crestview Co-Investor so long as (a) any such investment by Crestview Co-Investors shall be in conjunction with an investment made by Crestview and (b) the terms of such investment shall be substantially similar with the terms of the Original Crestview Investment.

“Existing Letter of Credit” means the letter of credit issued or deemed issued under the Restated Agreement including those listed on Schedule 1.1.

“Extraordinary Receipts” means any proceeds of insurance, including any insurance proceeds resulting from a Casualty Event, property insurance proceeds, and life insurance proceeds, and any other extraordinary cash receipts, including any award or other compensation as a result of a Casualty Event and any settlement or other litigation proceeds.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent (in its individual capacity) on such day on such transactions as determined by the Administrative Agent, and (c) in any event, such rate shall not be less than 0.00%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

“Fee Letter” means (a) that certain engagement and fee letter dated as of March 23, 2011, between the Borrower and Wells Fargo Securities, LLC, (b) that certain engagement and fee letter dated as of October 18, 2011, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, (c) that

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certain fee letter dated as of February 28, 2012, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, (d) that certain fee letter dated as of February 22, 2013, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, (e) that certain fee letter dated March 12, 2014, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, (f) that certain fee letter dated September 30, 2015, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, (g) that certain fee letter dated March 11, 2016, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, (h) that certain fee letter dated July 19, 2016, among the Borrower, Wells Fargo Securities, LLC and Wells Fargo, and (i) that certain fee letter dated November 18, 2016 among the Borrower, Wells Fargo Securities, LLC and Wells Fargo.

“Financial Statements” means (a) for each fiscal quarter or fiscal year ended on or prior to September 30, 2011, the consolidated financial statements of the Borrower and its Subsidiaries, including the related consolidated statements of income or operations, retained earnings, shareholders’ equity, including changes in equity, and cash flow for such period as well as a balance sheet as of the end of such period, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and (b) for the fiscal year ended December 31, 2011 and for each fiscal period ending thereafter, the consolidated financial statements of the Parent Company and its Subsidiaries (other than Bell Supply) and the consolidating financial statements of the Parent Company and its Subsidiaries (other than Bell Supply), in each case, including the related consolidated and consolidating statements of income or operations, retained earnings, shareholders’ equity, including changes in equity, and cash flow for such period as well as a balance sheet as of the end of such period, setting forth in each case in comparative form the figures for the previous fiscal year and the corresponding fiscal period in the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not organized or incorporated in the United States or any State or territory thereof.

“GAAP” means United States of America generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the requirements of Section 1.3.

“Governmental Authority” means, with respect to any Person, any foreign governmental authority (including any supra-national bodies such as the European Union or the European Central Bank), the United States of America, any state of the United States of America, the District of Columbia, and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court having jurisdiction over such Person.

“Guarantors” means any Person that now or hereafter executes a Guaranty, including (a) the Subsidiaries of the Borrower listed on Schedule 4.11; (b) each Subsidiary of the Borrower that becomes a guarantor of all or a portion of the Obligations and which has entered into either a joinder agreement substantially in the form attached to the Guaranty or a new Guaranty; (c) the Parent Company; and (d) Peak and Affirm until such time when the Peak Disposition and the Affirm Disposition, respectively, occurs in accordance with the terms required hereunder.

“Guaranty” means the Guaranty Agreement executed in substantially the same form as Exhibit E.

“Hazardous Substance” means any substance or material identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radionuclides, and radioactive materials.

“Hazardous Waste” means any substance or material regulated or designated as such pursuant to any Environmental Law, including without limitation, pollutants, contaminants, flammable substances

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and materials, explosives, radioactive materials, oil, petroleum and petroleum products, chemical liquids and solids, polychlorinated biphenyls, asbestos, toxic substances, and similar substances and materials.

“Hedging Arrangement” means a hedge, call, swap, collar, floor, cap, option, forward sale or purchase or other contract or similar arrangement (including any obligations to purchase or sell any commodity or security at a future date for a specific price) which is entered into to reduce or eliminate or otherwise protect against the risk of fluctuations in prices or rates, including interest rates, foreign exchange rates, commodity prices and securities prices.

“Interest Coverage Ratio” means, as of each fiscal quarter end, the ratio of (a) the Parent Company’s consolidated EBITDA for the four-fiscal quarter period then ended to (b) the Parent Company’s consolidated Interest Expense for such four-fiscal quarter period then ended.

“Indemnified Tax” has the meaning set forth in Section 2.13(a).

“Interest Expense” means, for any period and with respect to any Person, total cash interest expense, letter of credit fees and other fees and expenses incurred by such Person in connection with any Debt (including but not limited to Debt under this Agreement) for such period (excluding the arrangement fees and the upfront fees due pursuant to the Fee Letter to the Administrative Agent and the Lenders and the arrangement fees and the upfront fees due pursuant to the Fee Letter (as defined in the Restated Agreement), in each case, on or prior to the Effective Date), whether paid or accrued (including that attributable to obligations which have been or should be, in accordance with GAAP, recorded as Capital Leases), including, without limitation, all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, fees owed with respect to the Secured Obligations, and net costs under Hedging Arrangements entered into addressing interest rates, all as determined in conformity with GAAP.

“Interest Period” means for each Eurodollar Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Advance is made or deemed made and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.4, and thereafter, each subsequent period commencing on the day following the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.4.  The duration of each such Interest Period shall be one, three, or six months, in each case as the Borrower may select, provided that:

(a)           the Borrower shall select Interest Periods so that it is not necessary to repay any portion of any Term Advance prior to the last day of the applicable Interest Period in order to make a mandatory scheduled repayment required pursuant to Section 2.6(b);

(b)           Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;

(c)           whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(d)           any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest

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Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month; and

(e)           the Borrower may not select any Interest Period for any Advance which ends after the Term Maturity Date or the Revolving Maturity Date, as applicable.

“Issuing Lender” means (a) for purposes of the Existing Letter of Credit issued by Amegy Bank National Association, Amegy Bank National Association and (b) for all other Letters of Credit, Wells Fargo, in its capacity as the Lender that issues Letters of Credit for the account of any Credit Party pursuant to the terms of this Agreement; provided that, where the context may require, “Issuing Lender” shall mean each, either or both of the foregoing, as applicable.

“Joint Venture Debt” has the meaning set forth in Section 6.1(k) of this Agreement.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority, including, but not limited to, Regulations T, U and X.

“Lender Insolvency Event” means that (a) a Lender or its Lender Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (b) such Lender or its Lender Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Lender Parent Company, or such Lender or its Lender Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided, that a Lender Insolvency Event shall not be triggered solely as the result of the acquisition or maintenance of an ownership interest in such Lender or its Lender Parent Company by a governmental authority or an instrumentality thereof, or (c) a Lender or its Lender Parent Company has become the subject of a Bail-In Action.

“Lender Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Lenders” means the Persons listed on the signature pages hereto as Lenders, any other Person that shall have become a Lender hereto pursuant to Section 2.14, and any other Person that shall have become a Lender hereto pursuant to an Assignment and Acceptance, but in any event, excluding any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.  Unless the context otherwise requires, the term “Lenders” includes the Swing Line Lender and references the Revolving Lenders and the Term Lenders.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any Tranche A Letter of Credit and any Tranche B Letter of Credit, as applicable.

“Letter of Credit Application” mean a Tranche A Letter of Credit Application or a Tranche B Letter of Credit Application, as applicable.

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“Letter of Credit Documents” means all Letters of Credit, Letter of Credit Applications and amendments thereof, and agreements, documents, and instruments entered into in connection therewith or relating thereto.

“Letter of Credit Exposure” means, at the date of determination by the Administrative Agent, the Tranche A Letter of Credit Exposure plus the Tranche B Letter of Credit Exposure.

“Letter of Credit Obligations” means the Tranche A Letter of Credit Obligations and the Tranche B Letter of Credit Obligations, as applicable.

“Leverage Ratio” means, as of the end of each fiscal quarter, the ratio of (a) all consolidated Debt (other than Debt under Hedging Arrangements) of the Parent Company as of the last day of such fiscal quarter to (b) the Parent Company’s consolidated EBITDA for the four-fiscal quarter period then ended.

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, or encumbrance to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law, or otherwise (including the interest of a vendor or lessor under any conditional sale agreement, Capital Lease, or other title retention agreement).

“Liquid Investments” means (a) readily marketable direct full faith and credit obligations of the United States of America or obligations unconditionally guaranteed by the full faith and credit of the United States of America; (b) commercial paper issued by (i) any Lender or any Affiliate of any Lender or (ii) any commercial banking institutions or corporations rated at least P-1 by Moody’s or A-1 by S&P; (c) certificates of deposit, time deposits, and bankers’ acceptances issued by (i) any of the Lenders or (ii) any other commercial banking institution which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $250,000,000 and rated Aa by Moody’s or AA by S&P; (d) repurchase agreements which are entered into with any of the Lenders or any major money center banks included in the commercial banking institutions described in clause (c) and which are secured by readily marketable direct full faith and credit obligations of the government of the United States of America or any agency thereof; (e) investments in any money market fund which holds investments substantially of the type described in the foregoing clauses (a) through (d); and (f) other investments made through the Administrative Agent or its Affiliates and approved by the Administrative Agent.  All the Liquid Investments described in clauses (a) through (d) above shall have maturities of not more than 365 days from the date of issue.

“Liquidity” means, as of a date of determination, the sum of (a) an amount equal to (i) the aggregate Revolving Commitments in effect at such time, minus (ii) the sum of (A) the outstanding amount of all Revolving Advances and Swing Line Advances plus (B) the Letter of Credit Exposure, plus (b) readily and immediately available cash held in deposit accounts of any Credit Party (other than the Cash Collateral Account); provided that, such deposit accounts and the funds therein shall be unencumbered and free and clear of all Liens and other third party rights other than a Lien in favor of the Administrative Agent pursuant to Security Documents

“Maintenance Capital Expenditure” means Capital Expenditures made by any Credit Party to maintain the operations of any Credit Party at current levels; provided however, the parties acknowledge that Capital Expenditures made to replace existing equipment or to extend the life of existing fixed assets shall constitute Maintenance Capital Expenditures.

“Majority Lenders” means (a) other than as provided in clauses (b) and (c) below, three or more Lenders holding greater than 50% of the aggregate Maximum Exposure Amount, (b) at any time when

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there is only two Lenders, both Lenders, and (c) at any time when there is only one Lender, such Lender; provided that,

(i) with respect to amendments, waivers or consents relating to Section 2.1(a)(i) and Section 2.1(c)(i)(A), “Majority Lenders” means the Majority Revolving Tranche A Lenders;

(ii) with respect to amendments, waivers or consents relating to Section 2.1(a)(ii) and Section 2.1(c)(i)(B), “Majority Lenders” means the Majority Revolving Tranche B Lenders;

(iii) with respect to amendments, waivers or consents relating to Section 2.1(b) and Section 2.1(c)(ii), “Majority Lenders” means the Majority Term Lenders;

(iv) with respect to Section 2.4(c)(v), “Majority Lenders” means Lenders that would be required to fund more than 50% of the Eurodollar Advances comprising such requested Borrowing;

(v) with respect to (i) Section 7.2(a)(i) as it pertains to the Revolving Tranche A Commitments and (ii) Sections 7.2(b)(i) and 7.3(b)(i), “Majority Lenders” means the Majority Revolving Tranche A Lenders;

(vi) with respect to (i) Section 7.2(a)(i) as it pertains to the Revolving Tranche B Commitments and (ii) Sections 7.2(b)(ii) and 7.3(b)(ii), “Majority Lenders” means the Majority Revolving Tranche B Lenders; and

(vii) in any event, if there are two or more Lenders, the Commitment of, and the portion of the Advances and Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders unless all Lenders are Defaulting Lenders.

“Majority Revolving Lenders” means the Majority Revolving Tranche A Lenders and the Majority Revolving Tranche B Lenders.

“Majority Revolving Tranche A Lenders” means (a) other than as provided in clause (b) and (c) below, three or more Revolving Tranche A Lenders holding greater than 50% of the sum of (i) the aggregate unfunded Revolving Tranche A Commitments at such time plus (ii) the aggregate unpaid principal amount of the Revolving Tranche A Notes (with the aggregate amount of each Lender’s risk participation and funded participation in the Tranche A Letter of Credit Exposure (including any such Tranche A Letter of Credit Exposure that has been reallocated pursuant to Section 2.16)); (b) at any time when there are only two Revolving Tranche A Lenders, both Revolving Tranche A Lenders, and (c) at any time when there is only one Revolving Tranche A Lender, such Revolving Tranche A Lender; provided that, in any event, if there are two or more Revolving Tranche A Lenders, the Revolving Tranche A Commitment of, and the portion of the Revolving Tranche A Advances and Tranche A Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Tranche A Revolving Lenders unless all Revolving Tranche A Lenders are Defaulting Lenders.

“Majority Revolving Tranche B Lenders” means (a) other than as provided in clause (b) and (c) below, three or more Revolving Tranche B Lenders holding greater than 50% of the sum of (i) the aggregate unfunded Revolving Tranche B Commitments at such time plus (ii) the aggregate unpaid principal amount of the Revolving Tranche B Notes (with the aggregate amount of each Lender’s risk participation and funded participation in the Tranche B Letter of Credit Exposure (including any such Tranche B Letter of Credit Exposure that has been reallocated pursuant to Section 2.16) and Swing Line Advances being deemed as unpaid principal under such Lender’s Revolving Tranche B Note); (b) at any

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time when there are only two Revolving Tranche B Lenders, both Revolving Tranche B Lenders, and (c) at any time when there is only one Revolving Tranche B Lender, such Revolving Tranche B Lender; provided that, in any event, if there are two or more Revolving Tranche B Lenders, the Revolving Tranche B Commitment of, and the portion of the Revolving Tranche B Advances and Tranche B Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Tranche B Revolving Lenders unless all Revolving Tranche B Lenders are Defaulting Lenders.

“Majority Term Lenders” means (a) other than as provided in clauses (b) and (c) below, two or more Term Lenders holding greater than 50% of the then aggregate unpaid principal amount of the Term Notes, (b) at any time when there are only two Term Lenders, both Term Lenders, and (c) at any time when there is only one Term Lender, such Term Lender.

“Material Adverse Change” means a material adverse change (a) in the business, condition (financial or otherwise), or results of operations of the Borrower and its Subsidiaries, taken as a whole, since the Effective Date (unless an earlier date is provided for in this Agreement); (b) on the validity or enforceability of this Agreement or any of the other Credit Documents; or (c) on any Credit Party’s ability to perform its obligations under this Agreement, any Note, the Guaranties or any other Credit Document.

“Maximum Exposure Amount” means, at any time for each Lender, the sum of (a) the unfunded Revolving Commitment held by such Lender at such time; plus (b) the aggregate unpaid principal amount of the Revolving Note held by such Lender at such time, (with the aggregate amount of such Lender’s risk participation and funded participation in the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16) and Swing Line Advances being deemed as unpaid principal under such Lender’s Revolving Note); plus (c) the aggregate unpaid principal amount of the Term Note held by such Lender at such time.

“Maximum Rate” means the maximum nonusurious interest rate under applicable law.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto which is a nationally recognized statistical rating organization.

“Mortgage” means each mortgage or deed of trust in form acceptable to the Administrative Agent executed by any Credit Party to secure all or a portion of the Obligations.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any member of the Controlled Group is making or accruing an obligation to make contributions.

“Muscle Wall” means Muscle Wall Holdings, LLC, a Texas limited liability company.

“Net Cash Proceeds” means with respect to any sale, transfer, or other disposition of any Property belonging to any Person (including the sale or transfer of stock or other Equity Interest and property insurance proceeds) all cash and Liquid Investments received from such sale, transfer or other disposition after (a) payment of, or provision for, all brokerage commissions and other reasonable out-of-pocket fees and expenses actually incurred; (b) payment of any outstanding obligations relating to such Property paid in connection with any such sale, transfer, or other disposition; and (c) the amount of reserves recorded in accordance with GAAP for indemnity or similar obligations of such Person and its Affiliates directly related to such sale, transfer or other disposition.

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“Net Income” means, for any period and with respect to any Person, the net income for such period for such Person after taxes as determined in accordance with GAAP, excluding, however, (a) extraordinary items, including (i) any net non-cash gain or loss during such period arising from the sale, exchange, retirement or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, and (ii) any write-up or write-down of assets and (b) the cumulative effect of any change in GAAP.

“Net Invoiced Costs” means, as to the purchase of any equipment by a Credit Party, (a) the invoice cost for such equipment as set forth in a written invoice provided by the seller of such equipment to the applicable Credit Party minus (b) to the extent included or otherwise reflected in the invoice cost described in preceding clause (a), all fees and expenses over and above the actual purchase price of the equipment incurred by a Credit Party, including but not limited to, delivery fees, interest charges, finance fees, and other closing fees and expenses.

“NOLV” means with respect to any fixed assets of any Credit Party permanently located in the United States of America and any machinery, parts, equipment and other fixed assets acquired by a Credit Party the net orderly liquidation value thereof (taking into account any loss, destruction, damage, condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, confiscation, or the requisition, of such Property and after taking into account all soft costs associated with the liquidation thereof, including but not limited to, delivery fees, interest charges, finance fees, taxes, installation fees and professional fees) as established by a written appraisal conducted by an industry recognized third party appraiser acceptable to the Administrative Agent.

“Non-Defaulting Lender” means any Lender that is not then a Defaulting Lender.

“Non-Obligor Entity” means (a) Muscle Wall and its Subsidiaries so long as such Person is not wholly-owned Subsidiary of the Borrower, and (b) each Subsidiary or Affiliate of the Parent Company other than the Borrower or any Guarantor that is a Subsidiary of the Borrower.

“Nonordinary Course Asset Sales” means, any sales, conveyances, or other transfers of Property made by any Credit Party (a) of any division of any Credit Party, (b) of the Equity Interest in (i) the Borrower by the Borrower or any Subsidiary or (ii) a Subsidiary by the Borrower or any Subsidiary or (c) outside the ordinary course of business of any assets of any Credit Party, whether in a transaction or related series of transactions.

“Non-Wholly Owned Subsidiary” means each Subsidiary that meets each of the following conditions:  (a) the Borrower, directly or indirectly, owns at least 80% of the Voting Securities of such Subsidiary, (b) such Subsidiary was formed or acquired in connection with a Permitted Acquisition, and (c) there is no applicable Legal Requirement nor any contract (including any organizational document of such Subsidiary) which prohibits, restricts, or otherwise limits (i) such Subsidiary from providing an unconditional guarantee of all of the Obligations, (ii) such Subsidiary from pledging or assigning 100% of its assets as collateral for the Obligations, or (iii) the holder of the Equity Interests in such Subsidiary from pledging such Equity Interests as collateral for the Obligations, in each case, other than the ordinary course consents required by the governing body of such Subsidiary.

“Notes” means the Revolving Notes, the Term Notes and the Swing Line Note.

“Notice of Borrowing” means a Notice of Revolving Borrowing or a Notice of Term Borrowing.

“Notice of Continuation or Conversion” means a notice of continuation or conversion signed by the Borrower in substantially the same form as Exhibit G.

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“Notice of Mandatory Payment” means a notice of payment signed by a Responsible Officer of the Borrower in substantially the same form as Exhibit J.

“Notice of Optional Payment” means a notice of payment signed by a Responsible Officer of the Borrower in substantially the same form as Exhibit K.

“Notice of Revolving Borrowing” means a notice of borrowing signed by the Borrower in substantially the same form as Exhibit F-1.

“Notice of Term Borrowing” means a notice of borrowing signed by the Borrower in substantially the same form as Exhibit F-2.

“Obligations” means (a) all principal, interest (including post-petition interest), fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any of the Credit Parties to the Lenders, the Swing Line Lender, the Issuing Lender, or the Administrative Agent under this Agreement and the Credit Documents, including, the Letter of Credit Obligations, and any increases, extensions, and rearrangements of those obligations under any amendments, supplements, and other modifications of the documents and agreements creating those obligations and (b) all obligations of the Borrower or any other Credit Party owing to Swap Counterparty under any Hedge Arrangements.

“OFAC”  means The Office of Foreign Assets Control of the US Department of Treasury.

“Original Crestview Investment” means the purchase by Crestview from the Parent Company of 1,250,000 Class A Units of the Parent Company pursuant to the terms of the Original Crestview Purchase Agreement.

“Original Crestview Purchase Agreement” means that certain Unit Purchase Agreement dated as of May 7, 2010 between the Parent Company and Crestview Partners II SES Investment, LLC, a Delaware limited liability company, as in effect on the Effective Date.

“Other Connection Taxes” means Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Advance or Credit Document).

“Other Taxes” has the meaning set forth in Section 2.13(b).

“Parent Company” means SES Holdings, LLC, a Delaware limited liability company.

“Participant Register” has the meaning set forth in Section 9.7(d).

“Patriot Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Peak” means Peak Oilfield Services, LLC, a Texas limited liability company, that, as of the Amendment No. 11 Effective Date, is a direct, wholly-owned Subsidiary of the Borrower.

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“Peak Disposition” means the sale, transfer or other disposition of (a) all or substantially all the assets of Peak or (b) all Equity Interests of Peak.

“Permitted Acquisition” means any Acquisition that is permitted under Section 6.4.

“Permitted Asset Sale” means any Asset Sale that is permitted under Section 6.8 other than (a) any sale, transfer or other disposition of Property from one Credit Party to another Credit Party as permitted under Section 6.8(a) and (b) the sale of inventory in the ordinary course as permitted under Section 6.8(b).

“Permitted Debt” has the meaning set forth in Section 6.1.

“Permitted Holder” means any of the following: (a) any individual that, as of the Effective Date, is actively engaged in the management of the Borrower as an officer, director, manager or employee, (b) the trustees of any bona fide trusts of which any of the foregoing are the sole beneficiaries and grantors, and (c) any trust or other Person established for estate planning purpose that are controlled by, and established for the sole benefit of, any of the foregoing.

“Permitted Investments” has the meaning set forth in Section 6.3.

“Permitted Liens” has the meaning set forth in Section 6.2.

“Permitted Redemptions” means the redemption of Equity Interests of the Parent Company pursuant to put rights held by equity holders as of the date of this Agreement and disclosed in the Financial Statements of the Borrower delivered pursuant to Section 1.3 hereof.

“Permitted Subordinated Debt” means Debt of any Credit Party to any Person, the payment of all principal, interest, fees and other amounts in respect of which have been subordinated to the payment of the Obligations in a manner, and pursuant to documentation, satisfactory to the Administrative Agent and the Majority Lenders in their sole discretion and which have a maturity date that is no earlier than one hundred eighty (180) days after the later of (A) the scheduled Term Maturity Date, and (B) the scheduled Revolving Maturity Date.

“Permitted Tax Distributions” means, for any taxable period or portion thereof in which the Parent Company is a pass through entity (including a disregarded entity or partnership) for federal income tax purposes, payments and distributions which are distributed to the direct or indirect holders of the Equity Interests of the Parent Company on or prior to each estimated payment date as well as each other applicable due date to enable such holders to (i) timely make payments of federal, state and local taxes for such taxable period as a result of the operations of the Parent Company not to exceed the product of (a) the net taxable income (which shall mean the net taxable income of the Parent Company required to be reported to its holders for federal income tax purposes) of the Parent Company for such period, and (b) the highest applicable marginal U.S. federal, state and local tax rates applicable to an individual or, if higher, a corporation resident in New York City, New York and (ii) meet its obligations under the Tax Receivable Agreements; provided that, for purposes of determining the amount of Permitted Tax Distributions under this Agreement, the calculation of tax liability pursuant to clause (i)(a) above shall be based on the consolidated earnings of the Borrower and any Subsidiary of the Parent Company that is a Guarantor, which consolidated earnings shall not include any earnings of any Subsidiary that is not a “pass-through” entity for federal tax purposes.  For the avoidance of doubt, to the extent the Parent Company makes distributions described in clause (ii) above, the Tax benefits with respect to which such distributions were made shall be taken into account in determining any amount that shall be permitted to be distributed under clause (i) above.

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“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, limited liability company, limited liability partnership, unincorporated association, joint venture, or other entity, or a government or any political subdivision or agency thereof, or any trustee, receiver, custodian, or similar official.

“Pipeline Acquisition” means one or more acquisitions of System Property in an amount not to exceed the Pipeline Acquisition Equity Amount; provided that if any such acquisition exceeds, individually or in the aggregate, the Pipeline Acquisition Equity Amount, the portion of the acquisition in an amount equal to the Pipeline Acquisition Equity Amount shall nevertheless constitute a “Pipeline Acquisition”.

“Pipeline Acquisition Equity Amount” means, at any time, an amount equal to the difference between (x) the excess, if any, of Qualified Equity Proceeds resulting from the Rule 144A Offering over $150,000,000; provided that such excess will not exceed $50,000,000 minus (y) any Qualified Equity Proceeds from the Rule 144A Offering that have been previously applied (i) as a Covenant Cure Payment, (ii) towards an Equity Funded Acquisition, (iii) towards an Equity Funded Investment or (iv) towards an Equity Funded Capital Expenditure.

“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Borrower or any member of the Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“PPSA” means the Personal Property Security Act (Alberta), as amended from time to time, and any other similar legislation of any Canadian province or territory.

“Prime Rate” means the per annum rate of interest established from time to time by the Administrative Agent at its principal office in San Francisco as its prime rate, which rate may not be the lowest rate of interest charged by such Lender to its customers.

“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.

“Proposed Parent Company Disposition” means the disposition of all Equity Interests of the Parent Company that was proposed, but not consummated, during the fiscal quarter ended December 31, 2015.

“Qualified ECP Guarantor” means, in respect of any Hedging Arrangement, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Hedging Arrangement or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Equity Proceeds” means (a) all cash and cash equivalent investments received by the Parent Company, the Borrower or any Subsidiary from the Equity Issuance of Qualified Equity Interests (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred

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in connection with such Equity Issuance and (b) all cash contribution made on account of existing Qualified Equity Interests.

“Qualified IPO” means an initial public offering of Equity Interests by the Parent Company or, following the Rule 144A Offering, any direct or indirect parent of the Parent Company, in a public offering pursuant to a registration statement that has been declared effective by the Securities Exchange Commission under the Securities Act of 1933 (other than a registration statement on Form S-4 or Form S-8 or otherwise relating to Equity Interests issuable under any employee benefit plan), pursuant to which such Equity Interests will be listed on the Nasdaq National Market or The New York Stock Exchange.

“Receivables” of any Person means, at any date of determination thereof, the unpaid portion of the obligation, as stated on the respective invoice or other writing of a customer of such Person in respect of goods sold or services rendered by such Person.

“Register” has the meaning set forth in Section 9.7(b).

“Regulations T, U, and X” means Regulations T, U, and X of the Federal Reserve Board, as each is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA (other than any such event not subject to the provision for 30-day notice to the PBGC under the regulations issued under such section).

“Required Lenders” means (a) other than as provided in clauses (b) and (c) below, three or more Lenders holding greater than 80% of the aggregate Maximum Exposure Amount, (b) at any time when there is only two Lenders, both Lenders, and (c) at any time when there is only one Lender, such Lender; provided that,

(i) with respect to amendments, waivers or consents relating to Section 2.1(a)(i) and Section 2.1(c)(i)(A), “Required Lenders” means the Required Revolving Tranche A Lenders;

(ii) with respect to amendments, waivers or consents relating to Section 2.1(a)(ii) and Section 2.1(c)(i)(B), “Required Lenders” means the Required Revolving Tranche B Lenders;

(iii) with respect to amendments, waivers or consents relating to Section 2.1(b) and Section 2.1(c)(ii), “Required Lenders” means the Required Term Lenders;

(iv) with respect to Section 2.4(c)(v), “Required Lenders” means Lenders that would be required to fund more than 80% of the Eurodollar Advances comprising such requested Borrowing;

(v) with respect to Section 7.2(a)(i), “Required Lenders” means the Required Revolving Lenders;

(vi) with respect to Sections 7.2(b)(i) and 7.3(b)(i), “Required Lenders” means the Required Revolving Tranche A Lenders;

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(vii) with respect to Sections 7.2(b)(ii) and 7.3(b)(ii), “Required Lenders” means the Required Revolving Tranche B Lenders; and

(viii) in any event, if there are two or more Lenders, the Commitment of, and the portion of the Advances and Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders unless all Lenders are Defaulting Lenders.

“Required Revolving Lenders” means the Required Revolving Tranche A Lenders and the Required Revolving Tranche B Lenders.

“Required Revolving Tranche A Lenders” means (a) other than as provided in clause (b) and (c) below, three or more Revolving Tranche A Lenders holding greater than 80% of the sum of (i) the aggregate unfunded Revolving Tranche A Commitments at such time plus (ii) the aggregate unpaid principal amount of the Revolving Tranche A Notes (with the aggregate amount of each Lender’s risk participation and funded participation in the Tranche A Letter of Credit Exposure (including any such Tranche A Letter of Credit Exposure that has been reallocated pursuant to Section 2.16)); (b) at any time when there are only two Revolving Tranche A Lenders, both Revolving Tranche A Lenders, and (c) at any time when there is only one Revolving Tranche A Lender, such Revolving Tranche A Lender; provided that, in any event, if there are two or more Revolving Tranche A Lenders, the Revolving Tranche A Commitment of, and the portion of the Revolving Tranche A Advances and Tranche A Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Tranche A Revolving Lenders unless all Revolving Tranche A Lenders are Defaulting Lenders.

“Required Revolving Tranche B Lenders” means (a) other than as provided in clause (b) and (c) below, three or more Revolving Tranche B Lenders holding greater than 80% of the sum of (i) the aggregate unfunded Revolving Tranche B Commitments at such time plus (ii) the aggregate unpaid principal amount of the Revolving Tranche B Notes (with the aggregate amount of each Lender’s risk participation and funded participation in the Tranche B Letter of Credit Exposure (including any such Tranche B Letter of Credit Exposure that has been reallocated pursuant to Section 2.16) and Swing Line Advances being deemed as unpaid principal under such Lender’s Revolving Tranche B Note); (b) at any time when there are only two Revolving Tranche B Lenders, both Revolving Tranche B Lenders, and (c) at any time when there is only one Revolving Tranche B Lender, such Revolving Tranche B Lender; provided that, in any event, if there are two or more Revolving Tranche B Lenders, the Revolving Tranche B Commitment of, and the portion of the Revolving Tranche B Advances and Tranche B Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Tranche B Revolving Lenders unless all Revolving Tranche B Lenders are Defaulting Lenders.

“Required Term Lenders” means (a) other than as provided in clauses (b) and (c) below, two or more Term Lenders holding greater than 80% of the then aggregate unpaid principal amount of the Term Notes, (b) at any time when there are only two Term Lenders, both Term Lenders, and (c) at any time when there is only one Term Lender, such Term Lender.

“Response” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Responsible Officer” means (a) with respect to any Person that is a corporation, such Person’s Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, or Vice President, (b) with respect to any Person that is a limited liability company, if such Person has officers, then such Person’s Chief Executive Officer, President, Chief Financial Officer, or Vice President, and if such Person is managed by members, then a Responsible Officer of such Person’s managing member, and if such

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Person is managed by managers, then a manager (if such manager is an individual) or a Responsible Officer of such manager (if such manager is an entity), and (c) with respect to any Person that is a general partnership, limited partnership or a limited liability partnership, the Responsible Officer of such Person’s general partner or partners.

“Restricted Payment” means, with respect to any Person, (a) any direct or indirect dividend or distribution (whether in cash, securities or other Property) or any direct or indirect payment of any kind or character (whether in cash, securities or other Property) on account of any Equity Interest of such Person, including in consideration for or otherwise in connection with any retirement, purchase, redemption or other acquisition of any Equity Interest of such Person, or any options, warrants or rights to purchase or acquire any such Equity Interest of such Person or (b) principal, interest, fee or other payments (in cash, Property or otherwise) on, or redemptions of, subordinated debt of such Person; provided that the term “Restricted Payment” shall not include any dividend or distribution payable solely in Qualified Equity Interests of such Person or warrants, options or other rights to purchase such Qualified Equity Interests.

“Revolving Advance” means a Revolving Tranche A Advance and a Revolving Tranche B Advance, as applicable.

“Revolving Borrowing” means a Revolving Tranche A Borrowing and a Revolving Tranche B Borrowing, as applicable.

“Revolving Commitments” means, as to any Lender, its Revolving Tranche A Commitment and its Revolving Tranche B Commitment, if applicable.

“Revolving Lenders” means the Revolving Tranche A Lenders and the Revolving Tranche B Lenders.

“Revolving Maturity Date” means the earlier of (a) February 28, 2020 and (b) the earlier termination in whole of the Revolving Commitments pursuant to Section 2.1(c) or Article 7.

“Revolving Note” means a Revolving Tranche A Note and a Revolving Tranche B Note, as applicable.

“Revolving Tranche A Advance” means any advance by a Revolving Tranche A Lender to the Borrower as part of a Revolving Tranche A Borrowing.

“Revolving Tranche A Borrowing” means a Borrowing consisting of simultaneous Revolving Tranche A Advances of the same Type made by the Revolving Tranche A Lenders pursuant to Section 2.1(a)(i) or Converted by each Lender to Revolving Tranche A Advances of a different Type pursuant to Section 2.4(b).

“Revolving Tranche A Commitment” means, for each Lender, the obligation of each Lender to advance to Borrower the amount set opposite such Lender’s name on Schedule II as its Revolving Tranche A Commitment, or if such Lender has entered into any Assignment and Acceptance, set forth for such Lender as its Revolving Tranche A Commitment in the Register, as such amount may be reduced pursuant to Section 2.1(c)(i)(A); provided that, after the Revolving Maturity Date, the Revolving Tranche A Commitment for each Lender shall be zero.  The aggregate amount of the Revolving Tranche A Commitment on the Amendment No. 11 Effective Date is $0.

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“Revolving Tranche A Lenders” means Lenders having a Revolving Tranche A Commitment or if such Revolving Tranche A Commitments have been terminated, Lenders that are owed Revolving Tranche A Advances.

“Revolving Tranche A Loan” means the aggregate principal from a Revolving Tranche A Lender which represents such Revolving Tranche A Lender’s ratable share of a Revolving Tranche A Borrowing.

“Revolving Tranche A Note” means a promissory note of the Borrower payable to a Lender in the amount of such Lender’s Revolving Tranche A Commitment, in substantially the same form as Exhibit I -1, evidencing indebtedness of the Borrower to such Lender resulting from Revolving Tranche A Advances owing to such Lender.

“Revolving Tranche A Pro Rata Share” means, at any time with respect to any Revolving Tranche A Lender, (i) the ratio (expressed as a percentage) of such Lender’s Revolving Tranche A Commitment at such time to the aggregate Revolving Tranche A Commitments at such time, or (ii) if all of the Revolving Tranche A Commitments have been terminated, the ratio (expressed as a percentage) of such Lender’s aggregate outstanding Revolving Tranche A Advances at such time to the total aggregate outstanding Revolving Tranche A Advances at such time.

“Revolving Tranche B Advance” means any advance by a Revolving Tranche B Lender to the Borrower as part of a Revolving Tranche B Borrowing.

“Revolving Tranche B Borrowing” means a Borrowing consisting of simultaneous Revolving Tranche B Advances of the same Type made by the Revolving Tranche B Lenders pursuant to Section 2.1(a)(ii) or Converted by each Lender to Revolving Tranche B Advances of a different Type pursuant to Section 2.4(b).

“Revolving Tranche B Commitment” means, for each Lender, the obligation of each Lender to advance to Borrower the amount set opposite such Lender’s name on Schedule II as its Revolving Tranche B Commitment, or if such Lender has entered into any Assignment and Acceptance, set forth for such Lender as its Revolving Tranche B Commitment in the Register, as such amount may be reduced pursuant to Section 2.1(c)(i)(B); provided that, after the Revolving Maturity Date, the Revolving Tranche B Commitment for each Lender shall be zero.  Subject to Section 2.1(c)(i)(B)(2), the aggregate amount of the Revolving Tranche B Commitment on the Amendment No. 15 Effective Date is $100,000,000.

“Revolving Tranche B Lenders” means Lenders having a Revolving Tranche B Commitment or if such Revolving Tranche B Commitments have been terminated, Lenders that are owed Revolving Tranche B Advances.

“Revolving Tranche B Loan” means the aggregate principal from a Revolving Tranche B Lender which represents such Revolving Tranche B Lender’s ratable share of a Revolving Tranche B Borrowing.

“Revolving Tranche B Note” means a promissory note of the Borrower payable to a Lender in the amount of such Lender’s Revolving Tranche B Commitment, in substantially the same form as Exhibit I-4, evidencing indebtedness of the Borrower to such Lender resulting from Revolving Tranche B Advances owing to such Lender.

“Revolving Tranche B Pro Rata Share” means, at any time with respect to any Revolving Tranche B Lender, (i) the ratio (expressed as a percentage) of such Lender’s Revolving Tranche B Commitment at such time to the aggregate Revolving Tranche B Commitments at such time, or (ii) if all of the Revolving Tranche B Commitments have been terminated, the ratio (expressed as a percentage) of such Lender’s

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aggregate outstanding Revolving Tranche B Advances at such time to the total aggregate outstanding Revolving Tranche B Advances at such time.

“Rule 144A Offering” means (i) an offering of Class A-1 Common Stock to the initial purchasers and the resale of the Class A-1 Common Stock by the initial purchasers to “qualified institutional buyers” as defined in Rule 144A under the Securities Act or to certain persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, which offering may be purchased on a firm commitment basis, sold by underwriters on an agency, best efforts or reasonable efforts basis, or not involve underwriters, and (ii) a private placement with a placement agent to “accredited investors,” as defined in Rule 501 under Regulation D of the Securities Act, in each case, consummated prior to or concurrently with the Amendment No. 15 Effective Date.

“Sale/Leaseback Funded CapEx” means Capital Expenditures that are fully recouped solely with Net Cash Proceeds received by a Credit Party from an Affiliate Sale/Leaseback that is completed within twelve months after the incurrence of such Capital Expenditure.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in Canadian Dollars, same day or other funds as may be determined by the Administrative Agent or Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in Canadian Dollars.

“Sanctions” has the meaning set forth in Section 4.19.

“SEC” means, the Securities and Exchange Commission.

“S&P” means Standard & Poor’s Rating Agency Group, a division of McGraw-Hill Companies, Inc., or any successor thereof which is a national credit rating organization.

“Secured Obligations” means (a) the Obligations, (b) the Banking Services Obligations, and (b) all obligations of any of the Credit Parties owing to Swap Counterparties under any Hedging Arrangements.

“Secured Parties” means the Administrative Agent, the Issuing Lender, the Lenders, the Swap Counterparties and Banking Service Providers.

“Security Agreement” means the Pledge and Security Agreement among the Credit Parties and the Administrative Agent in substantially the same form as Exhibit H.

“Security Documents” means, collectively, the Mortgages, Security Agreements, and any and all other instruments, documents or agreements, including Account Control Agreements and Custodial Agreements, now or hereafter executed by any Credit Party or any other Person to secure the Secured Obligations.

“Solvent” means, as to any Person, on the date of any determination (a) the fair value of the Property of such Person is greater than the total amount of debts and other liabilities (including without limitation, contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities (including, without limitation, contingent liabilities) as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities (including, without limitation, contingent liabilities) as they mature in the normal course of business,

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(d) such Person does not intend to, and does not believe that it will, incur debts or liabilities (including, without limitation, contingent liabilities) beyond such Person’s ability to pay as such debts and liabilities mature, (e) such Person is not engaged in, and is not about to engage in, business or a transaction for which such Person’s Property would constitute unreasonably small capital, and (f) such Person has not transferred, concealed or removed any Property with intent to hinder, delay or defraud any creditor of such Person.

“Strategic Transaction” means any strategic transaction that is a sale, disposition, or other transfer of (a) any material business, division, or enterprise of the Parent Company, the Borrower or any Subsidiary, including the sale, disposition, or other transfer of the associated assets or operations, or (b) any Equity Interests of the Parent Company or the Borrower.

“Subject Lender” has the meaning set forth in Section 2.14.

“Subsidiary” means, with respect to any Person (the “holder”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the holder in the holder’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity, a majority of whose outstanding Voting Securities shall at any time be owned by the holder or one more Subsidiaries of the holder.  Unless expressly provided otherwise, all references herein and in any other Credit Document to any “Subsidiary” or “Subsidiaries” means a Subsidiary or Subsidiaries of the Parent Company.

“Swap Counterparty” means any Person that was, on the date such Hedging Arrangement was entered into, a Lender or an Affiliate of a Lender, even if such Person subsequently ceases to be a Lender (or an Affiliate thereof) for any reason.

“Swing Line Advance” means an advance by the Swing Line Lender to the Borrower as part of a Swing Line Borrowing.

“Swing Line Borrowing” means the Borrowing consisting of a Swing Line Advance made by the Swing Line Lender pursuant to Section 2.3 or, if an AutoBorrow Agreement is in effect, any transfer of funds pursuant to such AutoBorrow Agreement.

“Swing Line Sublimit Amount” means $5,000,000; provided that, on and after the Revolving Maturity Date, the Swing Line Sublimit Amount shall be zero.

“Swing Line Lender” means Wells Fargo.

“Swing Line Note” means the promissory note made by the Borrower payable to the Swing Line Lender evidencing the indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances in substantially the same form as Exhibit I-2.

“Swing Line Payment Date” means (a) if an AutoBorrow Agreement is in effect, the earliest to occur of (i) the date required by such AutoBorrow Agreement, (ii) demand is made by the Swing Line Lender and (iii) the Revolving Maturity Date, or (b) if an AutoBorrow Agreement is not in effect, the earlier to occur of (i) three (3) Business Days after demand is made by the Swing Line Lender if no Default exists, and otherwise upon demand by the Swing Line Lender and (ii) the Revolving Maturity Date.

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“System Property” means any pipeline system and any storage system (for water, any commodities or any other Property), including all pipelines, gathering lines, gathering receipt, lay flat hose, valves, meters, relay stations, pump stations, meter stations, compressors, fittings, valves, pipeline stations, separators, tanks, skids, communication systems and equipment, water storage ponds, buildings and other equipment and machinery used or useful in connection therewith, and all leases, leasehold interests, rights of way, easements, servitudes, permits and other instruments and rights in any way appertaining and belong to, or used or useful in connection therewith (including salt water disposal leases).

“Tangible Net Assets” means, as of any date of determination, (a) the consolidated net book value of all assets of the Parent Company and its consolidated Subsidiaries as of such date minus (b) the consolidated net book value of all intangible assets of the Parent Company and its consolidated Subsidiaries as of such date.

“Tax Group” has the meaning set forth in Section 4.13.

“Taxes” means present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees or withholdings (including backup withholding) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Receivable Agreements” means the Tax Receivable Agreement dated as of December 20, 2016, by and among Select Energy Services, Inc., SES Legacy Holdings, LLC and Crestview Partners II GP, L.P.; the Tax Receivable Agreement dated as of December 20, 2016, by and among Select Energy Services, Inc., Crestview Partners II SES Investment B, LLC and Crestview Partners II GP, L.P.

“Term Advance” means a one-time advance by a Lender to the Borrower as part of a Term Borrowing.

“Term Borrowing” means the Borrowing consisting of simultaneous Term Advances of the same Type made by each Lender pursuant to Section 2.1(b) or Converted by each Lender to Term Advances of a different Type pursuant to Section 2.4(b).

“Term Commitment” means, for each Lender, the obligation of each Lender to advance to the Borrower the amount set opposite such Lender’s name on Schedule II as its Term Commitment, or if such Lender has entered into any Assignment and Acceptance, set forth for such Lender as its Term Commitment in the Register; provided that, after the Effective Date, the Term Commitment for each Lender shall be zero.

“Term Lenders” means Lenders having a Term Commitment or if such Term Commitments have been terminated, Lenders that are owed Term Advances.

“Term Loan” means the loans evidenced by Term Notes to be made by the Term Lenders to the Borrower hereunder.

“Term Maturity Date” means the earlier of (a) February 28, 2020, and (b) the earlier termination in whole of the Term Commitments and acceleration of the Term Advances pursuant to Article 7.

“Term Note” means a promissory note of the Borrower payable to a Term Lender in the amount of such Lender’s Term Commitment, in substantially the same form as Exhibit I-3, evidencing indebtedness of the Borrower to such Lender resulting from the Term Advances under the Term Loan owing to such Lender.

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“Termination Event” means (a) a Reportable Event with respect to a Plan, (b) the withdrawal of the Borrower or any member of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Total Consideration” means, as to any Acquisition, the consideration of any kind in relation thereto, including but not limited to, cash, Equity Interest, Debt, any other assumed liabilities (other than operating lease obligations), other properties, or earn-outs.

“Tranche A Letter of Credit” means any standby or commercial letter of credit issued by the Issuing Lender for the account of a Credit Party pursuant to Section 2.2(b)(i) of this Agreement, in such form as may be agreed by the Borrower and the Issuing Lender.

“Tranche A Letter of Credit Application” means the Issuing Lender standard form letter of credit application for standby or commercial letters of credit which has been executed by the Borrower and accepted by the Issuing Lender in connection with the issuance of a Tranche A Letter of Credit.

“Tranche A Letter of Credit Documents” means all Tranche A Letters of Credit, Tranche A Letter of Credit Applications and amendments thereof, and agreements, documents, and instruments entered into in connection therewith or relating thereto.

“Tranche A Letter of Credit Exposure” means, at the date of its determination by the Administrative Agent, the aggregate outstanding undrawn amount of Tranche A Letters of Credit plus the aggregate unpaid amount of all of the Borrower’s payment obligations under drawn Tranche A Letters of Credit.

“Tranche A Letter of Credit Maximum Amount” means $0; provided that, on and after the Revolving Maturity Date, the Tranche A Letter of Credit Maximum Amount shall be zero.

“Tranche A Letter of Credit Obligations” means any obligations of the Borrower under this Agreement in connection with the Tranche A Letters of Credit.

“Tranche B Letter of Credit” means any standby or commercial letter of credit issued by the Issuing Lender for the account of a Credit Party pursuant to Section 2.2(b)(ii) of this Agreement, in such form as may be agreed by the Borrower and the Issuing Lender.

“Tranche B Letter of Credit Application” means the Issuing Lender standard form letter of credit application for standby or commercial letters of credit which has been executed by the Borrower and accepted by the Issuing Lender in connection with the issuance of a Tranche B Letter of Credit.

“Tranche B Letter of Credit Documents” means all Tranche B Letters of Credit, Tranche B Letter of Credit Applications and amendments thereof, and agreements, documents, and instruments entered into in connection therewith or relating thereto.

“Tranche B Letter of Credit Exposure” means, at the date of its determination by the Administrative Agent, the aggregate outstanding undrawn amount of Tranche B Letters of Credit plus the aggregate unpaid amount of all of the Borrower’s payment obligations under drawn Tranche B Letters of Credit.

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“Tranche B Letter of Credit Maximum Amount” means $20,000,000; provided that, on and after the Revolving Maturity Date, the Tranche B Letter of Credit Maximum Amount shall be zero.

“Tranche B Letter of Credit Obligations” means any obligations of the Borrower under this Agreement in connection with the Tranche B Letters of Credit.

“Transactions” means, collectively, (a) the initial borrowings and other extensions of credit under this Agreement, and (b) the payment of fees, commissions and expenses in connection with each of the foregoing.

“Type” has the meaning set forth in Section 1.4.

“U.S. Person” means any United States person as defined in Section 7701(a)(30) of the Code.

“Voting Securities” means (a) with respect to any corporation, capital stock of the corporation having general voting power under ordinary circumstances to elect directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have special voting power or rights by reason of the happening of any contingency), (b) with respect to any partnership, any partnership interest or other ownership interest having general voting power to elect the general partner or other management of the partnership or other Person, and (c) with respect to any limited liability company, membership certificates or interests having general voting power under ordinary circumstances to elect managers of such limited liability company.

“Water Rights” means water permits, water certificates and/or water rights acquired owned or acquired by any Credit Party.

“Wells Fargo” means Wells Fargo Bank, National Association.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2                                    Computation of Time Periods.  In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3                                    Accounting Terms; Changes in GAAP.

(a)                                 All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis with those applied in the preparation of the Financial Statements delivered to the Administrative Agent for the fiscal year ended December 31, 2010 as required under Section 5.2; provided however, that, in accordance with GAAP but in deviation from method applied in such Financial Statements, all earn out obligations shall be valued at fair market value.

(b)                                 Unless otherwise indicated (such as in the definition of “Financial Statements”), all financial statements, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Parent Company and its Subsidiaries (other than Bell Supply) in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Financial Statements referred to in Section 4.4.  Any and all reference to the

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consolidated accounts of the Parent Company set forth in this Agreement (including consolidated EBITDA, Debt, Total Capitalization, Net Income, Interest Expense, earnings, net book value of assets), shall mean, and is deemed to be, a reference to the consolidated accounts of the Parent Company and its consolidated Subsidiaries other than Bell Supply.

(c)                                  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(d)                                 Notwithstanding the foregoing clause (c), for purposes of this Agreement, (i) any lease that was treated as an operating lease under GAAP at the time it was entered into and that later becomes a capital lease as a result of the change in GAAP that occurs upon a conversion to International Financial Reporting Standards during the life of such lease, including any renewals, shall be treated as an operating lease for all purposes under this Agreement including the treatment of assets in calculating, among other things, EBITDA, (ii) any lease that is entered into after the occurrence of the change in GAAP discussed in the foregoing clause (i) shall be given the treatment provided for under GAAP, as so amended, for all purposes under this Agreement including the treatment of assets in calculating, among other things, EBITDA, and (iii) regardless of the foregoing clauses (i) and (ii), all Affiliate Sale/Leaseback shall be treated as operating leases.

Section 1.4                                    Classes and Types of Advances.  Advances are distinguished by “Class” and “Type”.  The “Class” of an Advance refers to the determination of whether such Advance is a Revolving Advance, a Term Advance, or a Swing Line Advance.  The “Type” of an Advance refers to the determination of whether such Advance is a Base Rate Advance or a Eurodollar Advance.

Section 1.5                                    Miscellaneous.  Article, Section, Schedule, and Exhibit references are to this Agreement, unless otherwise specified.  All references to instruments, documents, contracts, and agreements (including this Agreement) are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified and shall include all schedules and exhibits thereto unless otherwise specified.  Any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein).  The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “including” means “including, without limitation,”.  Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 1.6                                    Exchange Rates; Currency Equivalents.

(a)                                 On each Computation Date, the Administrative Agent shall determine the Exchange Rate as of such Computation Date.  The Exchange Rate so determined shall become effective on the first

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Business Day after such Computation Date and shall remain effective through the next succeeding Computation Date.  Except for purposes of financial statements delivered by Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

(b)                                 Wherever in this Agreement in connection with a Borrowing, Conversion, continuation or prepayment of a Eurodollar Advance or the issuance, amendment or extension of a Letter of Credit, an amount (such as a required minimum or multiple amount) is expressed in Dollars, but such Borrowing, Eurodollar Advance or Letter of Credit is denominated in Canadian Dollars, such amount shall be the Canadian Dollar Equivalent of such Dollar amount (rounded to the nearest Canadian cent, with 0.5 of Canadian cent being rounded upward), as determined by the Administrative Agent or Issuing Lender, as the case may be.

Section 1.7                                    Agreed Currencies.  If, after the date hereof, (a) currency control or other exchange regulations are imposed by Canada with the result that different types of Canadian Dollars are introduced, (b) Canadian Dollars, in the reasonable determination of the Administrative Agent, no longer qualifies as an “Eligible Currency” or (c) in the reasonable determination of the Administrative Agent, a Dollar Equivalent or the Canadian Dollar Equivalent, as applicable, of such currency is not readily calculable, then the Administrative Agent shall promptly notify the Revolving Tranche A Lenders and the Borrower, and no Revolving Tranche A Advances may be made in Canadian Dollars until such time as the Administrative Agent and the Revolving Tranche A Lenders, as provided herein, agree to reinstate Canadian Dollars as an Agreed Currency.

Section 1.8                                    Change of Currency.  Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country other than the United States and any relevant market conventions or practices relating to the change in currency.

ARTICLE 2
CREDIT FACILITIES

Section 2.1                                    Revolving and Term Commitments.

(a)                                 Revolving Commitments.

(i)                                     Revolving Tranche A Commitments.  Each Revolving Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Tranche A Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Maturity Date; provided that, after giving effect to such Revolving Tranche A Advances, the sum of the aggregate outstanding amount of all Revolving Tranche A Advances, shall not exceed the aggregate Revolving Tranche A Commitments in effect at such time.  Each Revolving Tranche A Borrowing shall (A) if comprised of Base Rate Advances be in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof, (B) if comprised of Eurodollar Advances be in an aggregate amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof, (C) consist of Revolving Tranche A Advances of the same Type made on the same day by the Revolving Tranche A Lenders ratably according to their respective Revolving Tranche A Commitments, (D) in the case of Eurodollar Advances, be denominated in the applicable Designated Currencies and (E) in the case of Base Rate Advances, be denominated only in Dollars.  Within the limits of each Lender’s Revolving Tranche A Commitment, the Borrower

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may from time to time borrow, prepay pursuant to Section 2.5, and reborrow under this Section 2.1(a)(i).

(ii)                                  Revolving Tranche B Commitments.  Each Revolving Tranche B Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Tranche B Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Maturity Date; provided that, after giving effect to such Revolving Tranche B Advances, the sum of the aggregate outstanding amount of all Revolving Tranche B Advances, shall not exceed the aggregate Revolving Tranche B Commitments in effect at such time.  Each Revolving Tranche B Borrowing shall (A) if comprised of Base Rate Advances be in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof, (B) if comprised of Eurodollar Advances be in an aggregate amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof, (C) consist of Revolving Tranche B Advances of the same Type made on the same day by the Revolving Tranche B Lenders ratably according to their respective Revolving Tranche B Commitments, and (D) in the case of Eurodollar Advances and Base Rate Advances, be denominated only in Dollars.  Within the limits of each Lender’s Revolving Tranche B Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.5, and reborrow under this Section 2.1(a)(ii).

(b)                                 Term Commitments.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make to the Borrower on the Effective Date, a Term Advance in an amount not to exceed such Lender’s Term Commitment.  The Borrower may not reborrow any Term Advances that have been repaid.

(c)                                  Reduction of the Commitments.

(i)                                     Revolving Commitments.

(A)       Revolving Tranche A Commitments.  The Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce in part the unused portion of the Revolving Tranche A Commitments; provided that each partial reduction shall be in a minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof.  Any reduction or termination of the Commitments pursuant to this Section 2.1(c)(i)(A) shall be applied ratably to each Lender’s Revolving Tranche A Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Revolving Tranche A Commitments, and the Revolving Tranche A Commitment Fees shall thereafter be computed on the basis of the Revolving Tranche A Commitments, as so reduced.

(B)       Revolving Tranche B Commitments.

(1)                                 The Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce in part the unused portion of the Revolving Tranche B Commitments; provided that each partial reduction shall be in a minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof.

(2)                                 Upon each prepayment made pursuant to Section 2.5(c)(ix), the Revolving Tranche B Commitments shall be reduced in an amount equal to such

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prepayment; provided that, such reduction shall only be required to the extent the aggregate Revolving Tranche B Commitments, after giving effect thereto, would not be less than $100,000,000.

(3)                                 Any reduction or termination of the Commitments pursuant to this Section 2.1(c)(i)(B) shall be applied ratably to each Lender’s Revolving Tranche B Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Revolving Tranche B Commitments, and the Revolving Tranche B Commitment Fees shall thereafter be computed on the basis of the Revolving Tranche B Commitments, as so reduced.

(ii)                                  Term Commitments.  On the making of the Term Advances on the Effective Date, each Lender’s Term Commitment shall be reduced to zero.  Any reduction or termination of the Term Commitments pursuant to this Section 2.1(c)(ii) shall be permanent, with no obligation of the Lenders to reinstate such Term Commitments.

(iii)                               Defaulting Lender.  At any time when a Lender is then a Defaulting Lender, the Borrower, at the Borrower’s election, may elect to terminate such Defaulting Lender’s Revolving Commitment hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Revolving Commitment, (B) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender in such Lender’s capacity as a Revolving Lender under this Agreement and under the other Credit Documents (including principal of and interest on the Revolving Advances owed to such Defaulting Lender, accrued Commitment Fees (subject to Section 2.7(a)), and letter of credit fees but specifically excluding any amounts owing under Section 2.10 as result of such payment of such Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure (including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.16), and (C) a Defaulting Lender’s Revolving Commitment may be terminated by the Borrower under this Section 2.1(c)(iii) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Revolving Commitments of all then existing Defaulting Lenders.  Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Revolving Commitment pursuant to this clause (iii) and the payment and deposit of amounts required to be made by the Borrower under clause (B) above, (1) such Defaulting Lender shall cease to be a “Revolving Lender” hereunder for all purposes except that such Lender’s rights and obligations as a Revolving Lender under Sections 2.11, 2.13, 8.5 and 9.2 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, (2) such Defaulting Lender’s Revolving Commitment shall be deemed terminated, and (3) such Defaulting Lender shall be relieved of its obligations hereunder as a “Revolving Lender” except as to its obligations Section 8.5 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Revolving Lender” hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, the Administrative Agent, the Swing Line Lender, Issuing Lender or any Lender may have against such Defaulting Lender.  Notwithstanding anything herein to the contrary, the termination of commitments, rights and obligations provided for in this clause (iii) shall not affect rights and obligations that a Lender may have in its capacity as a Term Lender.

(d)                                 Notes.  The indebtedness of the Borrower to each Lender resulting (i) from Revolving Tranche A Advances owing to such Lender made pursuant to Section 2.1(a)(i) shall be evidenced by a Revolving Tranche A Note, (ii) from Revolving Tranche B Advances owing to such Lender made pursuant to Section 2.1(a)(ii) shall be evidenced by a Revolving Tranche B Note, (iii) from Term

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Advances owing to such Lender made pursuant to Section 2.1(b) shall be evidenced by a Term Note, and (iv) from Swing Line Advances owing to the Swing Line Lender, as set forth in Section 2.3 below, shall be evidenced by a Swing Line Note.

(e)                                  Existing Advances.  The parties hereto acknowledge and agree that, effective as of the Effective Date, in order to accommodate and orderly effect the reallocations, adjustments, acquisitions and decreases under this Section 2.1(e) below, all outstanding Advances under the Restated Agreement on the date hereof are (and shall be deemed to be) refinanced with the initial Advances to be made under this Agreement on the Effective Date.  Such Obligations under the Restated Agreement shall be assigned, renewed, extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement.  The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments (as defined in the Restated Agreement) and to, among other things, allow each of Citibank, N.A., Deutsche Bank Trust Company Americas, and Credit Suisse AG, Cayman Islands Branch to become a party to this Agreement as a Lender, (each a “New Lender”) by acquiring an interest in the aggregate Commitments (as defined in the Restated Agreement), and to adjust such Commitments of the other Lenders (each an “Adjusting Lender”) and to payoff in full such lenders that were party to the Restated Agreement which will not become a Lender hereunder (each an “Exiting Lender”).  The Administrative Agent, the Lenders, the Borrowers and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Restated Agreement, which are owing to it thereunder) consent to such reallocation and each New Lender’s acquisition of, each Adjusting Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the Commitments and the Existing Lenders’ partial assignments of their respective Commitments (as defined in the Restated Agreement pursuant to this Section 2.1(e)).  At the Borrower’s request, the Administrative Agent will use commercially reasonable efforts to assist the Borrower in retrieving the original executed notes made to such Existing Lenders under the Restated Agreement.  On the Effective Date and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitment of each Lender shall be as set forth on Schedule II.  With respect to such reallocations, adjustments, acquisitions and decreases, each New Lender and Adjusting Lender shall be deemed to have acquired the Commitments allocated to it from each of the other Lenders and Exiting Lenders pursuant to the terms of the Assignment and Acceptances attached as an exhibit to the Restated Agreement as if each such New Lender, Exiting Lender and Adjusting Lender had executed such Assignment and Acceptances with respect to such allocation, adjustment, and decrease. The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ Commitments under this Agreement.

Section 2.2                                    Letters of Credit

(a)                                 Commitment for Letters of Credit.  The Issuing Lender, the Lenders, and the Borrower agree that effective as of the Effective Date, the Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement.  Subject to the terms and conditions set forth in this Agreement, the Issuing Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, from time to time on any Business Day during the period from the Effective Date until the Revolving Maturity Date, to issue, increase or extend the expiration date of, Letters of Credit for the account of any Credit Party, provided that no Letter of Credit will be issued, increased, or extended:

(i)                                     if such issuance, increase, or extension would cause the Tranche A Letter of Credit Exposure to exceed the lesser of (A) the Tranche A Letter of Credit Maximum Amount and (B) an amount equal to (1) the aggregate Revolving Tranche A Commitments in effect at such time minus (2) the aggregate outstanding amount of all Revolving Tranche A Advances;

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(ii)                                  if such issuance, increase, or extension would cause the Tranche B Letter of Credit Exposure to exceed the lesser of (A) the Tranche B Letter of Credit Maximum Amount and (B) an amount equal to (1) the aggregate Revolving Tranche B Commitments in effect at such time minus (2) the sum of the aggregate outstanding amount of all Revolving Tranche B Advances plus the aggregate outstanding amount of all Swing Line Advances;

(iii)                               unless such Letter of Credit has an expiration date not later than one year after the issuance thereof (which may have automatic renewal terms for additional one (1) year periods pursuant to the terms of the letter of credit application or other documentation acceptable to the Issuing Lender and which expressly allows the Issuing Lender to elect not to provide extensions thereunder); provided that, in any event, expiration date may not be later than 5 Business Days prior to the Revolving Maturity Date; provided further that, (A) if Revolving Tranche A Commitments are terminated in whole pursuant to Section 2.1(c)(i)(A), the Borrower shall either (1) deposit into the Cash Collateral Account cash in an amount equal to 105% of the Tranche A Letter of Credit Exposure for the Tranche A Letters of Credit which have an expiry date beyond the Revolving Maturity Date or (2) provide a replacement letter of credit (or other security) reasonably acceptable to the Administrative Agent and the Issuing Lender in an amount equal to 105% of the Tranche A Letter of Credit Exposure, and (B) if Revolving Tranche B Commitments are terminated in whole pursuant to Section 2.1(c)(i)(B), the Borrower shall either (1) deposit into the Cash Collateral Account cash in an amount equal to 105% of the Tranche B Letter of Credit Exposure for the Tranche B Letters of Credit which have an expiry date beyond the Revolving Maturity Date or (2) provide a replacement letter of credit (or other security) reasonably acceptable to the Administrative Agent and the Issuing Lender in an amount equal to 105% of the Tranche B Letter of Credit Exposure;

(iv)                              unless such Letter of Credit is (A) a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, or (B) with the consent of the Issuing Lender and so long as the Borrower as agreed to such additional fees which may apply, a commercial letter of credit;

(v)                                 unless such Letter of Credit is in form and substance acceptable to the Issuing Lender in its sole discretion;

(vi)                              unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;

(vii)                           unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender;

(viii)                        if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, increasing or extending such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, increase or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter

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of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good faith deems material to it;

(ix)                              if the issuance, increase or extension of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;

(x)                                 if such Letter of Credit is a Tranche A Letter of Credit and is to be denominated in a currency other than the Agreed Currency;

(xi)                              if such Letter of Credit is a Tranche B Letter of Credit and is to be denominated in a currency other than Dollars; or

(xii)                           any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

(b)                                 Requesting Letters of Credit.  Except as to the Existing Letters of Credit which are deemed issued hereunder,

(i)                                     Each Tranche A Letter of Credit  shall be issued pursuant to a Tranche A Letter of Credit Application given by the Borrower to the Administrative Agent for the benefit of the Issuing Lender by facsimile or other writing not later than 11:00 a.m. (Houston, Texas, time) on the third Business Day before the proposed date of issuance for the Tranche A Letter of Credit.  Each Tranche A Letter of Credit Application shall be fully completed and shall specify the information required therein.  Each Tranche A Letter of Credit Application shall be irrevocable and binding on the Borrower.  Subject to the terms and conditions hereof, the Issuing Lender shall before 2:00 p.m. (Houston, Texas, time) on the date of such Tranche A Letter of Credit issue such Tranche A Letter of Credit to the beneficiary of such Tranche A Letter of Credit; and

(ii)                                  Each Tranche B Letter of Credit  shall be issued pursuant to a Tranche B Letter of Credit Application given by the Borrower to the Administrative Agent for the benefit of the Issuing Lender by facsimile or other writing not later than 11:00 a.m. (Houston, Texas, time) on the third Business Day before the proposed date of issuance for the Tranche B Letter of Credit.  Each Tranche B Letter of Credit Application shall be fully completed and shall specify the information required therein.  Each Tranche B Letter of Credit Application shall be irrevocable and binding on the Borrower.  Subject to the terms and conditions hereof, the Issuing Lender shall before 2:00 p.m. (Houston, Texas, time) on the date of such Tranche B Letter of Credit issue such Tranche B Letter of Credit to the beneficiary of such Tranche B Letter of Credit.

(c)                                  Reimbursements for Letters of Credit; Funding of Participations.

(i)                                     Tranche A Letter of Credit.

(A)       With respect to any Tranche A Letter of Credit, in accordance with the related Tranche A Letter of Credit Application, the Borrower agrees to pay on demand to the Administrative Agent on behalf of the Issuing Lender an amount equal to any amount paid by the Issuing Lender under such Tranche A Letter of Credit.  Upon the Issuing Lender’s demand for payment under the terms of a Tranche A Letter of Credit Application, the Borrower may, with a written notice, request that the

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Borrower’s obligations to the Issuing Lender thereunder be satisfied with the proceeds of a Revolving Tranche A Advance in the same amount (notwithstanding any minimum size or increment limitations on individual Revolving Tranche A Advances).  If the Borrower does not make such request and does not otherwise make the payments demanded by the Issuing Lender as required under this Agreement or the Tranche A Letter of Credit Application, then the Borrower shall be deemed for all purposes of this Agreement to have requested such a Revolving Tranche A Advance in the same amount and the transfer of the proceeds thereof to satisfy the Borrower’s obligations to the Issuing Lender, and the Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Lenders to make such Revolving Tranche A Advance, to transfer the proceeds thereof to the Issuing Lender in satisfaction of such obligations, and to record and otherwise treat such payments as a Revolving Tranche A Advance to the Borrower.  The Administrative Agent and each Lender may record and otherwise treat the making of such Revolving Tranche A Borrowings as the making of a Revolving Tranche A Borrowing to the Borrower under this Agreement as if requested by the Borrower.  Nothing herein is intended to release any of the Borrower’s obligations under any Letter of Credit Application, but only to provide an additional method of payment therefor.  The making of any Borrowing under this Section 2.2(c)(i) shall not constitute a cure or waiver of any Default, other than the payment Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement or the Tranche A Letter of Credit Application.

(B)       Each Lender (including the Lender acting as Issuing Lender) shall, upon notice from the Administrative Agent that the Borrower has requested or is deemed to have requested a Revolving Tranche A Advance pursuant to Section 2.4 and regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.4, or (C) a Default exists, make Same Day Funds available to the Administrative Agent for the account of the Issuing Lender in an amount equal to such Lender’s Revolving Tranche A Pro Rata Share of the amount of such Revolving Tranche A Advance not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon each Lender that so makes Same Day Funds available shall be deemed to have made a Revolving Tranche A Advance to the Borrower in such amount.  The Administrative Agent shall remit the Same Day Funds so received to the Issuing Lender.

(C)       If any such Lender shall not have so made its Revolving Tranche A Advance available to the Administrative Agent pursuant to this Section 2.2, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Federal Funds Rate for such day for the first three days and thereafter the interest rate applicable to the Revolving Tranche A Advance and (B) the Maximum Rate.  Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Tranche A Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche A Advance was outstanding and funded), which payment shall be subject to

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repayment by such Lender if such payment received by the Administrative Agent is required to be returned.  Each Lender’s obligation to make the Revolving Tranche A Advance pursuant to this Section 2.2 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Issuing Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by any Credit Party or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii)                                  Tranche B Letter of Credit.

(A)       With respect to any Tranche B Letter of Credit, in accordance with the related Tranche B Letter of Credit Application, the Borrower agrees to pay on demand to the Administrative Agent on behalf of the Issuing Lender an amount equal to any amount paid by the Issuing Lender under such Tranche B Letter of Credit.  Upon the Issuing Lender’s demand for payment under the terms of a Tranche B Letter of Credit Application, the Borrower may, with a written notice, request that the Borrower’s obligations to the Issuing Lender thereunder be satisfied with the proceeds of a Revolving Tranche B Advance in the same amount (notwithstanding any minimum size or increment limitations on individual Revolving Tranche B Advances).  If the Borrower does not make such request and does not otherwise make the payments demanded by the Issuing Lender as required under this Agreement or the Tranche B Letter of Credit Application, then the Borrower shall be deemed for all purposes of this Agreement to have requested such a Revolving Tranche B Advance in the same amount and the transfer of the proceeds thereof to satisfy the Borrower’s obligations to the Issuing Lender, and the Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Lenders to make such Revolving Tranche B Advance, to transfer the proceeds thereof to the Issuing Lender in satisfaction of such obligations, and to record and otherwise treat such payments as a Revolving Tranche B Advance to the Borrower.  The Administrative Agent and each Lender may record and otherwise treat the making of such Revolving Tranche B Borrowings as the making of a Revolving Tranche B Borrowing to the Borrower under this Agreement as if requested by the Borrower.  Nothing herein is intended to release any of the Borrower’s obligations under any Letter of Credit Application, but only to provide an additional method of payment therefor.  The making of any Borrowing under this Section 2.2(c)(ii) shall not constitute a cure or waiver of any Default, other than the payment Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement or the Tranche B Letter of Credit Application.

(B)       Each Lender (including the Lender acting as Issuing Lender) shall, upon notice from the Administrative Agent that the Borrower has requested or is deemed to have requested a Revolving Tranche B Advance pursuant to Section 2.4 and regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.4, or (C) a Default exists, make Same Day Funds available to the Administrative Agent for the account of the Issuing Lender in an

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amount equal to such Lender’s Revolving Tranche B Pro Rata Share of the amount of such Revolving Tranche B Advance not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon each Lender that so makes Same Day Funds available shall be deemed to have made a Revolving Tranche B Advance to the Borrower in such amount.  The Administrative Agent shall remit the Same Day Funds so received to the Issuing Lender.

(C)       If any such Lender shall not have so made its Revolving Tranche B Advance available to the Administrative Agent pursuant to this Section 2.2, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Federal Funds Rate for such day for the first three days and thereafter the interest rate applicable to the Revolving Tranche B Advance and (B) the Maximum Rate.  Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Tranche B Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche B Advance was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned.  Each Lender’s obligation to make the Revolving Tranche B Advance pursuant to this Section 2.2 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Issuing Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by any Credit Party or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(d)                                 Participations.  Upon the date of the issuance or increase of a Tranche A Letter of Credit or a Tranche B Letter of Credit or the deemed issuance of the Existing Letter of Credit under Section 2.2(a), (i) the Issuing Lender shall be deemed to have sold to each other Revolving Tranche A Lender and each other Revolving Tranche A Lender shall have been deemed to have purchased from the Issuing Lender a participation in the related Tranche A Letter of Credit Obligations equal to such Lender’s Tranche A Revolving Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement, and (ii) the Issuing Lender shall be deemed to have sold to each other Revolving Tranche B Lender and each other Revolving Tranche B Lender shall have been deemed to have purchased from the Issuing Lender a participation in the related Tranche B Letter of Credit Obligations equal to such Lender’s Tranche B Revolving Pro Rata Share, as applicable, at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement.  The Issuing Lender shall promptly notify each such participant Lender by telex, telephone, or telecopy of each Letter of Credit issued or increased and the actual dollar amount of such Lender’s participation in such Letter of Credit.

(e)                                  Obligations Unconditional.  The obligations of the Borrower under this Agreement in respect of each Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, notwithstanding the following circumstances:

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(i)                                     any lack of validity or enforceability of any Letter of Credit Documents;

(ii)                                  any amendment or waiver of or any consent to departure from any Letter of Credit Documents;

(iii)                               the existence of any claim, set-off, defense or other right which any Credit Party may have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Lender, any Lender or any other person or entity, whether in connection with this Agreement, the transactions contemplated in this Agreement or in any Letter of Credit Documents or any unrelated transaction;

(iv)                              any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect to the extent the Issuing Lender would not be liable therefor pursuant to the following paragraph (g);

(v)                                 payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(vi)                              any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;

provided, however, that nothing contained in this paragraph (e) shall be deemed to constitute a waiver of any remedies of the Borrower in connection with the Letters of Credit.

(f)                                   Prepayments of Letters of Credit.  In the event that any Letter of Credit shall be outstanding or shall be drawn and not reimbursed on or prior to the 5th Business Day prior to the Revolving Maturity Date, the Borrower shall pay to the Administrative Agent an amount equal to 105% of the Letter of Credit Exposure allocable to such Letter of Credit, such amount to be due and payable on the 5th Business Day prior to the Revolving Maturity Date, and to be held in the Cash Collateral Account and applied in accordance with paragraph (h) below.

(g)                                  Liability of Issuing Lender.  The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit.  Neither the Issuing Lender nor any of its officers or directors shall be liable or responsible for:

(i)                                     the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

(ii)                                  the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged;

(iii)                               payment by the Issuing Lender against presentation of documents which do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; or

(iv)                              any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (INCLUDING THE ISSUING LENDER’S OWN NEGLIGENCE),

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except that the Borrower shall have a claim against the Issuing Lender, and the Issuing Lender shall be liable to, and shall promptly pay to, the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (A) the Issuing Lender’s willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or (B) the Issuing Lender’s willful failure to make lawful payment under any Letter of Credit after the presentation to it of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit.   In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

(h)                                 Cash Collateral Account.

(i)                                     If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.2(i), 2.5(c), 2.16, 7.2(b) or 7.3(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein.  The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured Obligations.

(ii)                                  Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lender to any reimbursement or other obligations under Letters of Credit that exist or occur.  To the extent that any surplus funds are held in the Cash Collateral Account above the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or (B) apply such surplus funds to any Secured Obligations in any manner directed by the Majority Lenders.  If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account above the Letter of Credit Exposure to the Borrower at the Borrower’s written request.

(iii)                               Funds held in the Cash Collateral Account may be invested in Liquid Investments maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to make any investment of the funds therein.  The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

(i)                                     Defaulting Lender.  If, at any time, a Defaulting Lender exists hereunder, then, at the request of the Issuing Lender subject to Section 2.16(c), the Borrower shall deposit funds with Administrative Agent into the Cash Collateral Account an amount equal to such Defaulting Lender’s pro rata share of the Letter of Credit Exposure.

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(j)                                    Letters of Credit Issued for Guarantors or any Subsidiary.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Guarantor or any Subsidiary, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit issued hereunder by the Issuing Lender.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Guarantor, the Borrower or any Subsidiary inures to the benefit of the Borrower, and that the Borrower’s business (indirectly or directly) derives substantial benefits from the businesses of such other Persons.

Section 2.3                                    Swing Line Advances.

(a)                                 Facility.  On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (i) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Tranche B Advances plus the Tranche B Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Tranche B Commitments in effect at such time; (ii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (iii) each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (iv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control.  The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note.  No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

(b)                                 Prepayment.  Within the limits expressed in this Agreement, amounts advanced pursuant to Section 2.3(a) may from time to time be borrowed, prepaid without penalty, and reborrowed.  If the aggregate outstanding principal amount of the Swing Line Advances ever exceeds the Swing Line Sublimit Amount, the Borrower shall, upon receipt of written notice of such condition from the Swing Line Lender and to the extent of such excess, prepay to the Swing Line Lender outstanding principal of the Swing Line Advances such that such excess is eliminated.  If an AutoBorrow Agreement is in effect, each prepayment of a Swing Line Borrowing shall be made as provided in such AutoBorrow Agreement.

(c)                                  Reimbursements for Swing Line Obligations.

(i)                                     With respect to the Swing Line Advances and the interest, premium, fees, and other amounts owed by the Borrower to the Swing Line Lender in connection with the Swing Line Advances, the Borrower agrees to pay to the Swing Line Lender such amounts when due and payable to the Swing Line Lender under the terms of this Agreement and, if an AutoBorrow Agreement is in effect, in accordance with the terms of such AutoBorrow Agreement.  If the

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Borrower does not pay to the Swing Line Lender any such amounts when due and payable to the Swing Line Lender, the Swing Line Lender may upon notice to the Administrative Agent request the satisfaction of such obligation by the making of a Revolving Tranche B Borrowing in the amount of any such amounts not paid when due and payable.  Upon such request, the Borrower shall be deemed to have requested the making of a Revolving Tranche B Borrowing in the amount of such obligation and the transfer of the proceeds thereof to the Swing Line Lender.  Such Revolving Tranche B Borrowing shall bear interest based upon the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances.  The Administrative Agent shall promptly forward notice of such Revolving Tranche B Borrowing to the Borrower and the Lenders, and each Lender shall, regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.4, or (C) a Default exists, make available such Lender’s ratable share of such Revolving Tranche B Borrowing to the Administrative Agent, and the Administrative Agent shall promptly deliver the proceeds thereof to the Swing Line Lender for application to such amounts owed to the Swing Line Lender.  The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Swing Line Lender to make such requests for Revolving Tranche B Borrowings on behalf of the Borrower, and the Lenders to make Revolving Tranche B Advances to the Administrative Agent for the benefit of the Swing Line Lender in satisfaction of such obligations.  The Administrative Agent and each Lender may record and otherwise treat the making of such Revolving Tranche B Borrowings as the making of a Revolving Tranche B Borrowing to the Borrower under this Agreement as if requested by the Borrower.  Nothing herein is intended to release the Borrower’s obligations under the Swing Line Note, but only to provide an additional method of payment therefor.  The making of any Borrowing under this Section 2.3(c) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to comply with the provisions of this Agreement or the Swing Line Note.

(ii)                                  If at any time, the Revolving Tranche B Commitments shall have expired or be terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall either (A) notwithstanding the expiration or termination of the Revolving Tranche B Commitments, make a Revolving Tranche B Advance as a Base Rate Advance, or (B) be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to the product of such Lender’s Revolving Tranche B Pro Rata Share times the outstanding aggregate principal balance of the Swing Line Advances.  The Administrative Agent shall notify each such Lender of the amount of such Revolving Tranche B Advance or participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such Revolving Tranche B Advance or participation.

(iii)                               If any such Lender shall not have so made its Revolving Tranche B Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.3, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Federal Funds Rate for such day for the first three days and thereafter the interest rate applicable to the Revolving Tranche B Advance and (B) the Maximum Rate.  Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Tranche B Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Tranche B Advance or participating interest was outstanding and funded), which payment shall be subject to

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repayment by such Lender if such payment received by the Administrative Agent is required to be returned.  Each Lender’s obligation to make the Revolving Tranche B Advance or purchase such participating interests pursuant to this Section 2.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by the Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Tranche B Loan.

(d)                                 Method of Borrowing.  If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be made as provided in such AutoBorrow Agreement.  Otherwise, and except as provided in the clause (c) above, each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 1:00 p.m. (Houston, Texas time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Revolving Borrowing telecopied or facsimiled to the Administrative Agent and the Swing Line Lender.  The Swing Line Lender will promptly make the Swing Line Advance available to the Borrower at the Borrower’s account with the Administrative Agent.

(e)                                  Interest for Account of Swing Line Lender.  Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Advances (provided that any failure of the Swing Line Lender to provide such invoice shall not release the Borrower from its obligation to pay such interest).  Until each Lender funds its Revolving Tranche B Advance or risk participation pursuant to clause (c) above, interest in respect of Lender’s Pro Rata Share of the Swing Line Advances shall be solely for the account of the Swing Line Lender.

(f)                                   Payments Directly to Swing Line Lenders.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Advances directly to the Swing Line Lender.

(g)                                  Discretionary Nature of the Swing Line Facility.  Notwithstanding any terms to the contrary contained herein or in any AutoBorrow Agreement, the Swing Line facility provided herein or in any AutoBorrow Agreement (i) is an uncommitted facility and the Swing Line Lender may, but shall not be obligated to, make Swing Line Advances, and (ii) may be terminated at any time by the Swing Line Lender upon written notice to the Borrower.

Section 2.4                                    Advances.

(a)                                 Notice.  Each Borrowing (other than the Borrowings to be made on the Effective Date), shall be made pursuant to the applicable Notice of Borrowing given not later than (i) 11:00 a.m. (Houston, Texas time) on the fourth Business Day before the date of the proposed Borrowing, in the case of a Canadian Dollar denominated Eurodollar Advance, (ii) 11:00 a.m. (Houston, Texas time) on the third Business Day before the date of the proposed Borrowing, in the case of a Dollar denominated Eurodollar Advance, and (iii)  not later than 11:00 a.m. (Houston, Texas time) on the Business Day before the date of the proposed Borrowing, in the case of a Base Rate Advance, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice of such proposed Borrowing, by facsimile or telex.  The Borrowings to be made on the Effective Date shall be made pursuant to the applicable Notices of Borrowing given not later than 11:00 a.m. (Houston, Texas time) on the Effective Date by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice of such proposed Borrowing, by facsimile or telex.  Each Notice of Borrowing shall be by facsimile or telex, confirmed promptly by the

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Borrower with a hard copy (other than with respect to notice sent by facsimile), (i) specifying the requested date of such Borrowing, (ii) specifying the requested Type and Class of Advances comprising such Borrowing, (iii) specifying the aggregate amount of such Borrowing, (iv) if such Borrowing is to be comprised of Eurodollar Advances, specifying the requested Interest Period for each such Advance; provided that, and all Borrowings to be made on the Effective Date shall consists only of Base Rate Advance which may, subject to the terms of this Agreement, be thereafter converted into Eurodollar Advances, and (v) if such Borrowing is to be comprised of Eurodollar Advances, specifying the Designated Currency of such Borrowing.  In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Lender of the applicable interest rate under Section 2.8(b).  Each Lender shall, before 12:00 noon (Houston, Texas time) on the date of such Borrowing, make available for the account of its applicable Lending Office to the Administrative Agent at its address referred to in Section 9.9, or such other location as the Administrative Agent may specify by notice to the Lenders, in Same Day Funds, such Lender’s Revolving Pro Rata Share of such Borrowing.  After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent or as otherwise directed by the Borrower with written notice to the Administrative Agent.

(b)                                 Conversions and Continuations.  In order to elect to Convert or continue a Term Advance or a Revolving Advance under this paragraph, the Borrower shall deliver an irrevocable Notice of Continuation or Conversion to the Administrative Agent at the Administrative Agent’s office no later than 11:00 a.m. (Houston, Texas time) (i) on the Business Day before the date of the proposed conversion date in the case of a Conversion to a Base Rate Advance, (ii) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a Eurodollar Advance denominated in Dollars, and (iii) at least four Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a Eurodollar Advance denominated in Canadian Dollars.  Each such Notice of Conversion or Continuation shall be in writing or by telex or facsimile confirmed promptly by the Borrower with a hard copy (other than with respect to notice sent by facsimile), specifying (i) the requested Conversion or continuation date (which shall be a Business Day), (ii) the amount, Type, and Class of the Advance to be Converted or continued, (iii) whether a Conversion or continuation is requested and, if a Conversion, into what Type of Advance, and (iv) in the case of a Conversion to, or a continuation of, a Eurodollar Advance, the requested Interest Period.  Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion to or a Continuation of a Eurodollar Advance, notify each Lender of the applicable interest rate under Section 2.8(b).  The portion of Advances comprising part of the same Borrowing that are converted to Advances of another Type shall constitute a new Borrowing.

(c)                                  Certain Limitations.  Notwithstanding anything in paragraphs (a) and (b) above:

(i)                                     at no time shall there be more than ten Interest Periods applicable to outstanding Eurodollar Advances;

(ii)                                  the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued at any time when a Default has occurred and is continuing;

(iii)                               if any Lender shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund

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or maintain Eurodollar Advances,  (A) the obligation of such Lender to make such Eurodollar Advance as part of the requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender;

(iv)                              if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;

(v)                                 if the Majority Tranche A Lenders, the Majority Tranche B Lenders, or the Majority Term Lenders shall, at least one Business Day before the date of any requested Revolving Tranche A Borrowing, Revolving Tranche B Borrowing, or Term Borrowing, as applicable, notify the Administrative Agent that (A) the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances or (B) deposits are not being offered to banks in the applicable offshore interbank market for Canadian Dollars for the applicable amount and Interest Period of such Eurodollar Advance, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances in the affected currency or currencies for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance in the Dollar Equivalent of the originally requested Advance;

(vi)                              if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and (A) if denominated in Dollars, such affected Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if such affected Advances are existing Advances, will be Converted into Base Rate Advances at the end of Interest Period then in effect, and (B) if such Advances are Revolving Tranche A Advances denominated in Canadian Dollars, the Borrower shall be deemed to have specified an Interest Period of one month for such affected Advances or, if such affected Advances are existing Advances, such affected Advances will be continued as a Eurodollar Advance in Canadian Dollars with an Interest Period of one month;

(vii)                           no single Borrowing consisting of Eurodollar Advances may include Advances in different currencies;

(viii)                        if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances in the affected currency or currencies for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the applicable Lenders that the circumstances causing such suspension no longer

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exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance in the Dollar Equivalent of the originally requested Advance;

(ix)                              with respect to any proposed Revolving Tranche A Borrowing consisting of Eurodollar Advances denominated in Canadian Dollars, if there shall occur on or prior to the date of such Revolving Tranche A Borrowing any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent or the Majority Revolving Tranche A Lenders, make it impracticable for such Borrowing to be denominated in Canadian Dollars designated by the Borrower, then the Administrative Agent shall give notice thereof to the Borrower and the Revolving Tranche A Lenders, and the right of the Borrower to select Eurodollar Advances in Canadian Dollars for such Revolving Tranche A Borrowing or for any subsequent Revolving Tranche A Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Revolving Tranche A Lenders that the circumstances causing such suspension no longer exist, and each Revolving Tranche A Advance comprising such Revolving Tranche A Borrowing shall be made as a Base Rate Advance in the Dollar Equivalent of the originally requested Advance;

(x)                                 with respect to any proposed Revolving Tranche A Borrowing consisting of Eurodollar Advances, if the Borrower shall fail to specify a currency for the Eurodollar Advances, then the Eurodollar Advances as requested shall be made in Dollars; and

(xi)                              except as expressly permitted in this Agreement, no Advance may be Converted or continued as an Advance in a different currency, but instead must be prepaid in the original Designated Currency of such Advance and reborrowed in such new Designated Currency.

(d)                                 Notices Irrevocable.  Each Notice of Borrowing and Notice of Continuation or Conversion delivered by the Borrower hereunder, including its deemed request for borrowing made under Section 2.2(c), shall be irrevocable and binding on the Borrower.

(e)                                  Administrative Agent Reliance.  Unless the Administrative Agent shall have received notice from a Lender before the date of any Term Borrowing or Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s applicable pro rata share of any Borrowing, the Administrative Agent may assume that such Lender has made its applicable pro rata share of such Borrowing available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.  If and to the extent that such Lender shall not have so made its applicable pro rata share of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to immediately repay to the Administrative Agent on demand such corresponding amount in Same Day Funds, together with interest on such amount, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable on such day to Advances comprising such Borrowing and (ii) in the case of such Lender, the lesser of (A) the Federal Funds Rate for such day and (B) the Maximum Rate.  If such Lender shall repay to the Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing.

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Section 2.5                                    Prepayments.

(a)                                 Right to Prepay; Ratable Prepayment.  The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.5 and all notices given pursuant to this Section 2.5 shall be irrevocable and binding upon the Borrower.  Each payment of any Advance pursuant to this Section 2.5 shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.16.

(b)                                 Optional.  The Borrower may elect to prepay any of the Advances without penalty or premium except as set forth in Section 2.10 and after giving by 11:00 a.m. (Houston, Texas time) (i) in the case of Eurodollar Advances, at least three Business Days’ or (ii) in case of Base Rate Advances, one Business Day’s prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment, which notice shall be in the form of a duly executed and completed Notice of Optional Payment or Notice of Mandatory Payment, as applicable, executed by a Responsible Officer of the Borrower.  If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.10 as a result of such prepayment being made on such date; provided that (A) each optional prepayment of Eurodollar Advances shall be in a minimum amount not less than $1,000,000 and in multiple integrals of $500,000 in excess thereof, (B) each optional prepayment of Base Rate Advances shall be in a minimum amount not less than $500,000 and in multiple integrals of $100,000 in excess thereof and (C) each optional prepayment of Swing Line Advances shall be in a minimum amount not less than $250,000 and in multiple integrals of $50,000 in excess thereof.  If an AutoBorrow Agreement is in effect, each prepayment of Swing Line Advances shall be made as provided in such AutoBorrow Agreement.

(c)                                  Mandatory.

(i)                                     If the Parent Company, the Borrower or any Subsidiary receives Debt Incurrence Proceeds, then not later than one Business Day following the receipt of such proceeds, the Borrower shall repay the Advances in an amount equal to 100% of such Debt Incurrence Proceeds.

(ii)                                  On each Computation Date the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding amount of all Revolving Advances, Swing Line Advances and Letter of Credit Exposure.  If, at any time, (A) the sum of the amount of outstanding Revolving Tranche A Advances plus the Tranche A Letter of Credit Exposure exceeds the Revolving Tranche A Commitments or (B) the sum of the amount of outstanding Revolving Tranche B Advances plus the Tranche B Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances exceeds the Revolving Tranche B Commitments, then the Administrative Agent shall give notice thereof to the Borrower and the Revolving Tranche A Lenders, Revolving Tranche B Lenders, or the Revolving Lenders, as applicable.  Within five (5) Business Days after the Borrower has received notice thereof, the Borrower shall, as applicable, (A) prepay the Revolving Tranche A Advances outstanding on such date and, if such Revolving Tranche A Advances have been paid in full, pay to the Administrative Agent an amount to be held in the Cash Collateral Account and applied in accordance with Section 2.2(h) , such that, after giving effect to such prepayment or provision, the Dollar Equivalent of the sum of aggregate outstanding amount of all Revolving Tranche A Advances plus the Tranche A Letter of Credit Exposure does not exceed the aggregate Revolving Tranche A Commitments then in effect or (B) prepay outstanding Swing Line Advances, and if the Swing Line Advances have been paid

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in full, prepay outstanding Revolving Tranche B Advances and, if the Swing Line Advances and Revolving Tranche B Advances have been paid in full, pay to the Administrative Agent an amount to be held in the Cash Collateral Account and applied in accordance with Section 2.2(h), such that, after giving effect to such prepayment or provision, the Dollar Equivalent of the sum of aggregate outstanding amount of all Revolving Tranche B Advances plus the Tranche B Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances does not exceed the aggregate Revolving Tranche B Commitments then in effect.

(iii)                               If the Canadian Dollar ceases to be an Agreed Currency as provided herein, then promptly, but in any event within five (5) Business Days of receipt of the notice from the Administrative Agent provided for in Section 1.7 of this Agreement, the Borrower shall prepay all Revolving Tranche A Advances funded and denominated in Canadian Dollars or Convert such Revolving Tranche A Advances into Revolving Tranche A Advances in Dollars, subject to the other terms set forth in Article 2.

(iv)                              If an increase in the aggregate Revolving Tranche A Commitments is effected as permitted under Section 2.15 the Borrower shall prepay any Revolving Tranche A Advances outstanding on the date such increase is effected to the extent necessary to keep the outstanding Revolving Tranche A Advances ratable to reflect the revised pro rata shares of the Revolving Tranche A Lenders arising from such increase.  Any prepayment made by Borrower in accordance with this clause (iv) may be made with the proceeds of Revolving Tranche A Advances made by all the Lenders in connection such increase occurring simultaneously with the prepayment.

(v)                                 If an increase in the aggregate Revolving Tranche B Commitments is effected as permitted under Section 2.15 the Borrower shall prepay any Revolving Tranche B Advances outstanding on the date such increase is effected to the extent necessary to keep the outstanding Revolving Tranche B Advances ratable to reflect the revised pro rata shares of the Revolving Tranche B Lenders arising from such increase.  Any prepayment made by Borrower in accordance with this clause (v) may be made with the proceeds of Revolving Tranche B Advances made by all the Lenders in connection such increase occurring simultaneously with the prepayment.

(vi)                              If an increase in the aggregate Term Commitments is effected as permitted under Section 2.15 the Borrower shall prepay any Term Advances outstanding on the date such increase is effected to the extent necessary to keep the outstanding Term Advances ratable to reflect the revised pro rata shares of the Term Lenders arising from such increase.  Any prepayment made by Borrower in accordance with this clause (v) may be made with the proceeds of Term Advances made by all the Lenders in connection such increase occurring simultaneously with the prepayment.

(vii)                           If an Asset Sale occurs, whether in single event or related series of events, then on or prior to the applicable Asset Sale Payment Date, the Borrower shall prepay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof; provided, however, that if no Default exists or would arise therefrom, up to $10,000,000 of Net Cash Proceeds in the aggregate per fiscal year resulting from Asset Sales permitted under Section 6.8(c) or (d) may be retained by the Parent Company, Borrower or Subsidiary and not required to be applied as a prepayment of Advances under this clause (vii).

(viii)                        If the Parent Company, the Borrower, or any Subsidiary receives Extraordinary Receipts (whether from a single event or related series of events and whether as one payment or a

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series of payments), then the Borrower shall, no later than one Business Day following the receipt of such Extraordinary Receipts, prepay the Advances in an amount equal to 100% of the amount of such Extraordinary Receipts.

(d)                                 Interest; Costs.  Each prepayment pursuant to this Section 2.5 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.10 as a result of such prepayment being made on such date.

(e)                                  Application of Prepayments.  Each mandatory prepayment required by Section 2.5(c) shall be applied to the scheduled principal installments of the Term Advances in the inverse order of maturity until such time as the Term Advances are repaid in full.  If no Term Advances remain outstanding then each mandatory prepayment required by Section 2.5(c) shall be applied to the Revolving Advances without a corresponding reduction in the Revolving Commitments.

Section 2.6                                    Repayment.

(a)                                 Revolving Advances.

(i)                                     Revolving Tranche A Advances.  The Borrower shall pay to the Administrative Agent for the ratable benefit of each Revolving Tranche A Lender the aggregate outstanding principal amount of the Revolving Tranche A Advances on the Revolving Maturity Date; and

(ii)                                  Revolving Tranche B Advances.  The Borrower shall pay to the Administrative Agent for the ratable benefit of each Revolving Tranche B Lender the aggregate outstanding principal amount of the Revolving Tranche B Advances on the Revolving Maturity Date.

(b)                                 Term Advances.  The Borrower shall pay to the Administrative Agent for the ratable benefit of each Term Lender the aggregate outstanding principal amount of the Term Advances in quarterly installments on each March 31, June 30, September 30, and December 31, commencing with June 30, 2017, in the amounts and on the dates set forth below:

The unpaid principal balance of the Term Advances shall be due and payable on the Term Maturity Date.

(c)                                  Swing Line Advances.  Each Swing Line Advance shall be paid in full on the Swing Line Payment Date.

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Section 2.7                                    Fees.

(a)                                 Commitment Fees.

(i)                                     Revolving Tranche A Commitment Fees.  The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Tranche A Lender a commitment fee equal to the Applicable Margin on the average daily amount by which (i) such Lender’s Revolving Tranche A Commitment exceeds (ii) the sum of such Lender’s outstanding Revolving Tranche A Advances plus such Lender’s Revolving Tranche A Pro Rata Share of the Tranche A Letter of Credit Exposure, at the rate equal to the Applicable Margin for Commitment Fees for such period; provided that, no such commitment fee shall accrue on the Revolving Tranche A Commitment of a Defaulting Lender during the period such Lender remains a Defaulting Lender.  Such Commitment Fee is due quarterly in arrears on March 31, June 30, September 30, and December 31 of each year commencing on June 30, 2011, and on the Revolving Maturity Date.

(ii)                                  Revolving Tranche B Commitment Fees.  The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Tranche B Lender a commitment fee equal to the Applicable Margin on the average daily amount by which (i) such Lender’s Revolving Tranche B Commitment exceeds (ii) the sum of such Lender’s outstanding Revolving Tranche B Advances plus such Lender’s Revolving Tranche B Pro Rata Share of the Tranche B Letter of Credit Exposure, at the rate equal to the Applicable Margin for Commitment Fees for such period; provided that, no such commitment fee shall accrue on the Revolving Tranche B Commitment of a Defaulting Lender during the period such Lender remains a Defaulting Lender.  Such Commitment Fee is due quarterly in arrears on March 31, June 30, September 30, and December 31 of each year commencing on June 30, 2011, and on the Revolving Maturity Date.  For purposes of this Section 2.7(a)(ii) only, amounts advanced under the Swing Line Note shall not reduce the amount of the unused Revolving Commitment.

(b)                                 Fees for Letters of Credit.  The Borrower agrees to pay the following:

(i)                                     Subject to Section 2.16, (A) to the Administrative Agent for the pro rata benefit of the Revolving Tranche A Lenders a per annum letter of credit fee for each Tranche A Letter of Credit issued hereunder, for the period such Tranche A Letter of Credit is to be outstanding, in an amount equal to the greater of (1) the Applicable Margin for Eurodollar Advances (and, while an Event of Default is continuing, the Applicable Margin for Eurodollar Advances plus 2%) per annum on the face amount of such Letter of Credit, and (2) $600.00 per Tranche A Letter of Credit, and (B) to the Administrative Agent for the pro rata benefit of the Revolving Tranche B Lenders a per annum letter of credit fee for each Tranche B Letter of Credit issued hereunder, for the period such Tranche B Letter of Credit is to be outstanding, in an amount equal to the greater of (1) the Applicable Margin for Eurodollar Advances (and, while an Event of Default is continuing, the Applicable Margin for Eurodollar Advances plus 2%) per annum on the face amount of such Letter of Credit, and (2) $600.00 per Tranche B Letter of Credit.  Such fees shall be due and payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and on the Revolving Maturity Date.

(ii)                                  To the Issuing Lender, a fronting fee for each Letter of Credit equal to the greater of (A) 0.125% per annum on the face amount of such Letter of Credit and (B) $600.00.  Such fee shall be due and payable in advance on the date of the issuance of the Letter of Credit, and, in the case of an increase or extension only, on the date of such increase or such extension.

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(iii)                               Subject to Section 2.16, to the Administrative Agent for the pro rata benefit of the Revolving Tranche A Lenders and the Revolving Tranche B Lenders such additional per annum letter of credit fee for each commercial Tranche A Letter of Credit and Tranche B Letter of Credit, as applicable, issued hereunder, for the period such Letter of Credit is to be outstanding, in an amount agreed to between the Borrower and the Issuing Lender in writing.  Such fee shall be due and payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and on the Revolving Maturity Date.

(iv)                              To the Issuing Lender, an additional fronting fee for each commercial Letter of Credit equal an amount agreed to between the Borrower and the Issuing Lender.  Such fee shall be due and payable in advance on the date of the issuance of the Letter of Credit in writing, and, in the case of an increase or extension only, on the date of such increase or such extension.

(v)                                 To the Issuing Lender such other usual and customary fees associated with any transfers, amendments, drawings, negotiations or reissuances of any Letters of Credit.  Such fees shall be due and payable as requested by the Issuing Lender in accordance with the Issuing Lender’s then current fee policy.

The Borrower shall have no right to any refund of letter of credit fees previously paid by the Borrower, including any refund claimed because any Letter of Credit is canceled prior to its expiration date.

(c)                                  Administrative Agent Fee.  The Borrower agrees to pay the fees to the Administrative Agent and to Wells Fargo Securities LLC as set forth in the Fee Letter.

Section 2.8                                    Interest.

(a)                                 Base Rate Advances.  Each Base Rate Advance shall bear interest at the Adjusted Base Rate in effect from time to time plus the Applicable Margin for Base Rate Advances for such period, provided that while an Event of Default is continuing the Base Rate Advances shall bear interest at the Adjusted Base Rate in effect from time to time plus the Applicable Margin plus 2%.  The Borrower shall pay to Administrative Agent for the ratable account of each Lender all accrued but unpaid interest on such Lender’s Base Rate Advances on each March 31, June 30, September 30, and December 31 commencing on June 30, 2011, and on the Revolving Maturity Date or the Term Maturity Date, as applicable.  The Swing Line Advances shall bear interest only at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate to be agreed to between the Borrower and the Swing Line Lender; provided that while an Event of Default is continuing the Swing Line Advances shall bear interest at the Adjusted Base Rate in effect from time to time plus the Applicable Margin for Base Rate Advances plus 2%.  Interest accruing while an Event of Default exists shall be due and payable on demand, and if no express demand is made, due and payable as otherwise provided in this Agreement.

(b)                                 Eurodollar Advances.  Each Eurodollar Advance shall bear interest during its Interest Period equal to at all times the Eurodollar Rate for such Interest Period plus the Applicable Margin for Eurodollar Advances for such period; provided that while an Event of Default is continuing, each Eurodollar Advance shall bear interest at the Eurodollar Rate in effect from time to time plus the Applicable Margin plus 2%.  The Borrower shall pay to the Administrative Agent for the ratable account of each Lender all accrued but unpaid interest on each of such Lender’s Eurodollar Advances on the last day of the Interest Period therefor (provided that for Eurodollar Advances with six month Interest Periods, accrued but unpaid interest shall also be due on the day three months from the first day of such Interest Period), on the date any Eurodollar Advance is repaid, and on the Revolving Maturity Date or the Term Maturity Date, as applicable.  Interest accruing while an Event of Default exists shall be due and payable on demand, and if no express demand is made, due and payable as otherwise provided in this Agreement.

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(c)                                  Retroactive Adjustments of Applicable Margin.  In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.2 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin then in effect for any period (an “Applicable Period”) than the Applicable Margin then in effect and applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined as if the higher Applicable Margin then in effect that would have applied were applicable for such Applicable Period (and in any event at the highest level if the inaccuracy was the result of dishonesty, fraud or willful misconduct), and (iii) the Borrower shall immediately, without further action by the Administrative Agent, any Lender or the Issuing Lender, pay to the Administrative Agent for the account of the applicable Lenders, the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period.  This Section 2.8(c) shall not limit the rights of the Administrative Agent and Lenders with respect to the default rate of interest as set forth in Section 2.8(a) and Section 2.8(b) and Article 7.  The Borrower’s obligations under this Section 2.8(c) shall survive the termination of the Commitments and the repayment of all other Secured Obligations hereunder.

Section 2.9                                    Illegality.  If any Lender shall notify the Borrower that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make, maintain, or fund any Eurodollar Advances of such Lender then outstanding hereunder, (a) the Borrower shall, no later than 11:00 a.m. (Houston, Texas, time) (i) if not prohibited by law, on the last day of the Interest Period for each outstanding Eurodollar Advance or (ii) if required by such notice, on the second Business Day following its receipt of such notice, prepay all of the Eurodollar Advances of such Lender then outstanding, together with accrued interest on the principal amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.10 as a result of such prepayment being made on such date, (b) such Lender shall simultaneously make a Base Rate Advance to the Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Advances prepaid to such Lender, and (c) the right of the Borrower to select Eurodollar Advances from such Lender for any subsequent Borrowing shall be suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist.  Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Section 2.10                             Breakage Costs.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)                                 any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.12(a) or Section 2.16) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)                                 any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or

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(c)                                  any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.14;

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract.  The Borrower shall also pay any reasonable and customary administrative fees charged by such Lender in connection with the foregoing.  For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.10, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded.

Section 2.11                             Increased Costs.

(a)                                 Eurodollar Advances.  If any Change in Law shall:

(i)                                     impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, financial institutions generally, including such Lender (or its applicable Lending Office), including the Commitments of such Lender hereunder;

(ii)                                  subject any Lender to any Taxes (other than (A) Taxes subject to indemnification by the Borrower pursuant to Section 2.13(a) or (c) or (B) Taxes described in clauses (ii) through (iv) of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)                               impose on financial institutions generally, including such Lender (or its applicable Lending Office), or on the London interbank market any other condition affecting this Agreement or its Notes or any of such extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender (or its applicable Lending Office) of making, Converting into, continuing, or maintaining any Eurodollar Advances or to reduce any sum received or receivable by such Lender (or its applicable Lending Office) under this Agreement or its Notes with respect to any Eurodollar Advances, then the Borrower shall pay to such Lender within three Business Days after written demand made by such Lender such amount or amounts as such Lender determines in good faith to be necessary to compensate such Lender for such increased cost or reduction.

(b)                                 Capital Adequacy.  If, after the Effective Date, any Lender or the Issuing Lender shall have determined that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the capital of financial institutions generally, including such Lender or the Issuing Lender or any corporation controlling such Lender or the Issuing Lender, as a consequence of such Lender’s or the Issuing Lender’s obligations hereunder to a level below that which such Lender or the Issuing Lender or such corporation could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy), then from time to time within three Business Days after written demand by such Lender or the

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Issuing Lender, as the case may be, the Borrower shall pay to such Lender or the Issuing Lender such additional amount or amounts as such Lender determines in good faith to be necessary to compensate such Lender or the Issuing Lender for such reduction.

(c)                                  Mitigation.  Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Lender to compensation pursuant to this Section 2.11 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it.  Any Lender claiming compensation under this Section 2.11 shall furnish to the Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be determined by such Lender in good faith and which shall be conclusive in the absence of manifest error.  In determining such amount, such Lender may use any reasonable averaging and attribution methods.

(d)                                 Delay in Requests.  Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section 2.11 for any increased costs incurred or reductions suffered more than one year prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower and the Administrative Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one-year period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.12                             Payments and Computations.

(a)                                 Payments.  All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement and other Credit Documents shall be made to the Administrative Agent in the Agreed Currency and in immediately available Same Day Funds, without setoff, deduction, or counterclaim; provided that, (i) the Borrower shall only make payments in Canadian Dollars when making payments on Revolving Tranche A Advances funded in Canadian Dollars or Tranche A Letters of Credit denominated in Canadian Dollars, and (ii) the Borrower may setoff amounts owing to any Lender that is at such time a Defaulting Lender against Advances that such Defaulting Lender failed to the fund to the Borrower under this Agreement (the “Unfunded Advances”) so long as (A) the Borrower shall have delivered prior written notice of such setoff to the Administrative Agent and such Defaulting Lender, (B) the Advances made by the non-defaulting Lenders as part of the original Borrowing to which the Unfunded Advances applied shall still be outstanding, (C) if such Defaulting Lender failed to fund Advances under more than one Borrowing, such setoff shall be applied in a manner satisfactory to the Administrative Agent, and (D) upon the application of such setoff, the Unfunded Advances shall be deemed to have been made by such Defaulting Lender on the effective date of such setoff.

(b)                                 Payment Procedures. The Borrower shall make each payment under this Agreement and under the Notes not later than 11:00 a.m. (Houston, Texas time) on the day when due in Dollars to the Administrative Agent at the location referred to in the Notes (or such other location as the Administrative Agent shall designate in writing to the Borrower) in Same Day Funds and, as to payments of principal, accompanied by a Notice of Optional Payment or Notice of Mandatory Payment, as applicable, from the Borrower, with appropriate insertions and executed by a Responsible Officer of the Borrower.  The Administrative Agent will promptly thereafter, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the Administrative Agent or a specific

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Lender pursuant to Sections 2.9, 2.10, 2.11, 2.13, 2.14, and 9.2 but after taking into account payments effected pursuant to Section 9.1) in accordance with each Lender’s applicable pro rata share to the Lenders for the account of their respective applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Upon receipt of other amounts due solely to the Administrative Agent, the Issuing Lender, the Swing Line Lender, or a specific Lender, the Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement.

(c)                                  Non-Business Day Payments.  Whenever any payment shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided that if such extension would cause payment of interest on or principal of Eurodollar Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d)                                 Computations.  All computations of interest for Base Rate Advances shall be made by the Administrative Agent on the basis of a year of 365/366 days and all computations of all other interest and fees shall be made by the Administrative agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest or fees are payable.  Each determination by the Administrative Agent of an amount of interest or fees shall be conclusive and binding for all purposes, absent manifest error.

(e)                                  Sharing of Payments, Etc.

(i)                                     If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it in excess of its ratable share of payments on account of the Advances or Letter of Credit Obligations obtained by the Lenders (other than as a result of a termination of a Defaulting Lender’s Revolving Commitment under Section 2.1(c)(iii), the setoff right of the Borrower under clause (a) above, or the non-pro rata application of payments provided in the last sentence of this clause (e)), such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances made by it or the Letter of Credit Obligations held by it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with the other Lenders; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from the other Lenders shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share, but without interest.  The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

(ii)                                  If a Lender fails to fund a Revolving Tranche A Advance with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Revolving Tranche A Advances, then, after taking into account any setoffs made pursuant to Section 2.12(a) above, such payment shall be applied among the non-defaulting Lenders ratably in accordance with their respective Revolving Tranche A Commitment percentages until each Revolving Tranche A Lender (including any Lender that is at such time a Defaulting Lender) has its percentage of all of the outstanding Revolving Tranche A Advances and the balance of such repayment shall be applied among the Lenders in accordance with their Revolving Tranche A Pro

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Rata Share.  The provisions of this Section 2.12(e)(ii) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in any Letter of Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.12(e) shall apply).

(iii)                               If a Lender fails to fund a Revolving Tranche B Advance with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Revolving Tranche B Advances, then, after taking into account any setoffs made pursuant to Section 2.12(a) above, such payment shall be applied among the non-defaulting Lenders ratably in accordance with their respective Revolving Tranche B Commitment percentages until each Revolving Tranche B Lender (including any Lender that is at such time a Defaulting Lender) has its percentage of all of the outstanding Revolving Tranche B Advances and the balance of such repayment shall be applied among the Lenders in accordance with their Revolving Tranche B Pro Rata Share.  The provisions of this Section 2.12(e)(iii) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in any Letter of Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.12(e) shall apply).

Section 2.13                             Taxes.

(a)                                 No Deduction for Certain Taxes.  Any and all payments by any Credit Party under any of the Credit Documents to the Administrative Agent, Issuing Lender or a Lender shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all Taxes, excluding, in the case of the Administrative Agent, Issuing Lender or a Lender, (i) taxes imposed on its income, franchise (or margin) taxes and branch profits taxes, in each case, (A) imposed on it by the jurisdiction (or any political subdivision thereof) under (1) the laws of which (or under the laws of a political subdivision of which) the Administrative Agent or such Lender is organized or in which its principal executive office is located, and (2) in the case of each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located; or (B) that are Other Connection Taxes, (ii) any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.13(a) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such recipient’s failure to comply with Section 2.13(e) or (f); and (iv) any U.S. federal withholding Taxes imposed under FATCA (Taxes described in clauses (i) through (iv) are referred to as “Excluded Taxes” and all such Taxes other than Excluded Taxes referred to as  “Indemnified Taxes”).  If the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13), such Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority or other authority in accordance with applicable law.

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(b)                                 Other Taxes.  In addition, the Borrower agrees to pay any present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.14).

(c)                                  Indemnification.  THE BORROWER INDEMNIFIES EACH LENDER, THE ISSUING LENDER, AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF INDEMNIFIED TAXES OR OTHER TAXES (INCLUDING, WITHOUT LIMITATION, ANY INDEMNIFIED TAXES OR OTHER TAXES IMPOSED ON AMOUNTS PAYABLE UNDER THIS SECTION 2.13) PAID BY SUCH LENDER, THE ISSUING LENDER, OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY REASONABLE EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH INDEMNIFIED TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED.

(d)                                 Evidence of Tax Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Credit Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of any receipt issued by such Governmental Authority evidencing such payment.

(e)                                  Withholding Exemption and FATCA.

(i)                                     Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.

(ii)                                  Each Lender that is not a U.S. Person and that is entitled to an exemption from, or reduction of, U.S. federal withholding tax with respect to payments under this Agreement under applicable law or any treaty to which the United States is a party shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law, such properly completed and executed documentation (including Internal Revenue Service Forms W-8BEN, W-8BEN-E or W-8ECI, or successor form, as applicable) prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate.

(iii)                               If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(iv)                              Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f)                                   Status of Administrative Agent.  On or prior to the date of the Amendment No. 15 Effective Date, Wells Fargo shall (and any successor or replacement Administrative Agent shall, on or before the date on which it becomes the Administrative Agent hereunder), deliver to the Borrower two duly executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI or IRS Form W-8BEN-E (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States, including Taxes imposed under FATCA.

(g)                                  Mitigation.  Each Lender shall use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its applicable Lending Office or change the jurisdiction of its applicable Lending Office, as the case may be, so as to avoid the imposition of any Indemnified Taxes or Other Taxes or to eliminate or reduce the payment of any additional sums under this Section 2.13; provided, that no such selection or change of jurisdiction for its applicable Lending Office shall be made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender.

(h)                                 Tax Credits and Refunds.  If the Administrative Agent, any Lender or the Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Lender in the event the Administrative Agent, such Lender or the Issuing Lender is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

(i)                                     Payment.  If the Administrative Agent or any Lender becomes entitled to receive payment of Indemnified Taxes, Other Taxes or additional sums pursuant to this Section 2.13, it shall give notice and demand thereof to the Borrower, and the Borrower (unless the Administrative Agent or Lender shall withdraw such notice and demand or the Borrower is not obligated to pay such amounts) shall pay such Taxes, Other Taxes or additional sums within 30 days after the Borrower’s receipt of such notice and demand.

(j)                                    Defined Terms.  For purposes of this Section 2.13, the term “Lender” includes any Issuing Lender and the term “applicable law” includes FATCA.

Section 2.14                             Replacement of Lenders.  If (a) the Borrower is required pursuant to Section 2.11 or 2.13 to make any additional payment to any Lender, (b) any Lender’s obligation to make or continue, or to convert Base Rate Advances into, Eurodollar Advances shall be suspended pursuant to 2.4(c)(iii) or

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2.9, (c) any Revolving Lender is a Defaulting Lender, or (d) in connection with any consent to or approval of any proposed amendment, waiver, consent, or release with respect to any Credit Document that requires the consent of each Lender or the consent of each Lender affected thereby, the consent of the Required Lenders shall have been obtained but any Lender has not so consented to or approved such proposed amendment, waiver, consent, or release (any such Lender described in any of the preceding clauses (a) – (d), being a “Subject Lender”), then (i) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests, rights and obligations under this Agreement and the related Credit Documents as a Revolving Lender to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and (ii) in the case of any Subject Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that, in any event

(A)                                                       as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.7;

(B)                                                       such Subject Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(C)                                                       in the case of any such assignment resulting from a claim for compensation under Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter;

(D)                                                       such assignment does not conflict with applicable Legal Requirements; and

(E)                                                        if such Subject Lender is being replaced solely as a result of it being a Defaulting Lender, then such Lender may only be replaced in its capacity as a Revolving Lender and not in its capacity as a Term Lender.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.  Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.  In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.14, the Borrower may terminate such Defaulting Lender’s applicable Commitment as provided in Section 2.1(c)(iii).

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Section 2.15                             Increase in Commitments.

(a)                                 At any time after the Amendment No. 4 Effective Date but prior to the Revolving Maturity Date and with the consent of the Administrative Agent, the Borrower may effectuate one or more increases in the aggregate Revolving Commitments and/or increases in the aggregate Term Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Revolving Tranche A Commitment, its Revolving Tranche B Commitment, or its Term Commitment, as applicable, as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Revolving Tranche A Lender, Revolving Tranche B Lender, or Term Lender, as applicable; provided, however, that (i) each such Commitment Increase shall be equal to at least $5,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Revolving Tranche A Commitments and Revolving Tranche A Advances, the existing Revolving Tranche B Commitments and Revolving Tranche B Advances, and the existing Term Commitments and Term Advances, as applicable, and (iii) the aggregate of all such Commitment Increases shall not exceed $10,000,000.  The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Lenders.  This Section 2.15 shall not be construed to create any obligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.

(b)                                 The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which the following conditions shall have been satisfied: (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) if Commitment Increase involves an increase of Term Commitments, an amendment to this Agreement signed by the Borrower and the Administrative Agent to amend the necessary provisions of this Article II to account for such increase in Term Commitments, and (C) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.5(c)(iv), Section 2.5(c)(v), and Section 2.5(c)(vi), as applicable, and (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower stating that, both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, and that all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects(except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

(c)                                  Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

(d)                                 On such Increase Date if such Commitment Increase involves an increase in the aggregate Revolving Tranche A Commitments, each Revolving Tranche A Lender’s share of the Tranche

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A Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s applicable pro rata share of such Tranche A Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Increase Date in accordance with its Revolving Tranche A Commitment on such date as a percentage of the aggregate Revolving Tranche A Commitment on such date) without further action by any party.

(e)                                  On such Increase Date if such Commitment Increase involves an increase in the aggregate Revolving Tranche B Commitments, each Revolving Tranche B Lender’s share of the Tranche B Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s applicable pro rata share of such Tranche B Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Increase Date in accordance with its Revolving Tranche B Commitment on such date as a percentage of the aggregate Revolving Tranche B Commitment on such date) without further action by any party.

Section 2.16                             Payments and Deductions to a Defaulting Lender.

(a)                                 If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1(a), Section 2.1(b), Section 2.2, or Section 2.12 then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid in cash.

(b)                                 If a Defaulting Lender as a result of the exercise of a set-off shall have received a payment in respect of its outstanding applicable Revolving Tranche A Advances, Revolving Tranche B Advances, or Term Advances, as applicable, or pro rata share of Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, which results in its outstanding applicable Revolving Tranche A Advances, Revolving Tranche B Advances, or Term Advances, as applicable, and share of Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, being less than its pro rata share of the aggregate outstanding applicable Revolving Tranche A Advances, Revolving Tranche B Advances, or Term Advances, as applicable, and Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, then no payments will be made to such Defaulting Lender until such time as all amounts due and owing to the Lenders have been equalized in accordance with each Lender’s respective pro rata share of the aggregate outstanding applicable Revolving Tranche A Advances, Revolving Tranche B Advances, or Term Advances, as applicable, and Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable.  Further, if at any time prior to the acceleration or maturity of the Revolving Tranche A Advances, the Revolving Tranche B Advances, or the Term Advances, the Administrative Agent shall receive any payment in respect of principal of an applicable Revolving Tranche A Advance, Revolving Tranche B Advance or Term Advance or an applicable Tranche A Letter of Credit Obligation or Tranche B Letter of Credit Obligation while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Revolving Tranche A Borrowings, Revolving Tranche B Borrowings, or Term Borrowings, as applicable, for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Revolving Tranche A Borrowing(s), Revolving Tranche B Borrowing(s), or Term Borrowing, as applicable, are paid in full or each Lender (including each Defaulting Lender) is owed its pro rata share of all Revolving Tranche A Advances, Revolving Tranche B Advances, or Term Advances, as applicable, then outstanding.  After acceleration or maturity of the Revolving Tranche A Advances, the Revolving Tranche B Advances, or the Term Advances, subject to the first sentence of this Section 2.16(b), all principal will be paid ratably as provided in Section 2.12(e).

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(c)                                  If any Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure exists at the time a Revolving Tranche A Lender or Revolving Tranche B Lender, as applicable, becomes a Defaulting Lender then:

(i)                                     such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, shall be automatically reallocated among the applicable Non-Defaulting Lenders in accordance with their respective pro rata share of such Defaulting Lender’s share of such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure (and each applicable Lender is deemed to have purchased and assigned such participation interest in such reallocated portion of such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure) but only to the extent that (A) the sum of each applicable Non-Defaulting Lender’s outstanding Revolving Tranche A Advances or outstanding Revolving Tranche B Advances, as applicable, plus its share of the Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable and after giving effect to the reallocation provided herein, does not exceed the lesser of such Non-Defaulting Lender’s Revolving Tranche A Commitment or Revolving Tranche B Commitment, as applicable, and (B) the conditions set forth in Section 3.2 are satisfied at such time; provided that, subject to Section 9.20, such reallocation shall not constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

(ii)                                  if the reallocation described in clause (i) above cannot, or can only partially, be effected, then the Borrower shall, within one Business Day following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s share of such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure (as applicable and after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.2(h) for so long as such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure is outstanding;

(iii)                               if the Borrower cash collateralizes any portion of such Defaulting Lender’s Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure pursuant to this Section 2.16, then the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.7(b)(i) or (iii) with respect to such Defaulting Lender’s Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure during the period such Defaulting Lender’s Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, is cash collateralized;

(iv)                              if the Tranche A Letter of Credit Exposure or the Tranche B Letter of Credit Exposure, as applicable, of the Non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.7(b)(i) and (iii) shall be adjusted in accordance with such Non-Defaulting Lenders’ pro rata share;

(v)                                 if any Defaulting Lender’s share of the Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, is neither cash collateralized nor reallocated pursuant to the preceding provisions, then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all letter of credit fees payable under Section 2.7(b)(i) and (iii) with respect to such Defaulting Lender’s share of the Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure, as applicable, shall be payable to the Issuing Lender until such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure is cash collateralized and/or reallocated.

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In the event that the Administrative Agent, the Borrower and the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (i) the Tranche A Letter of Credit Exposure or the Tranche B Letter of Credit Exposure of the applicable Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Tranche A Commitment or Revolving Tranche B Commitment, as applicable, and on such date such Lender shall be deemed to have purchased at par such of the Revolving Tranche A Advances or Revolving Tranche B Advances, as applicable, or participations in Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable, of the other applicable Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Tranche A Advances or Tranche B Advances and such Tranche A Letter of Credit Exposure or Tranche B Letter of Credit Exposure in accordance with its pro rata share, and (ii) if no Default exists, then any cash collateral posted by the Borrower pursuant to clause (c)(ii) above with respect to such Lender shall be returned to the Borrower.

ARTICLE 3
CONDITIONS

Section 3.1                                    Conditions Precedent to Effectiveness.  The Restated Agreement shall be amended and restated in its entirety as set forth herein upon the occurrence of the following conditions precedent on or before the Effective Date:

(a)                                 Documentation.  The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:

(i)                                     this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each applicable Lender;

(ii)                                  the Guaranty executed by all Subsidiaries of the Borrower existing on the Effective Date;

(iii)                               the Security Agreement executed by each Credit Party, together with appropriate UCC-3 or UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;

(iv)                              Custodial Agreements executed by the Borrower, the applicable Subsidiary of the Borrower and each employee of the Borrower serving as custodian thereunder;

(v)                                 certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent;

(vi)                              a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met;

(vii)                           a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D)

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governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;

(viii)                        certificates of good standing for each Credit Party in each state in which each such Person is organized (and as requested by the Administrative Agent, in each state in which such Person is qualified to do business), which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the Effective Date;

(ix)                              legal opinions of Hughes Arrell Kinchen LLP and Andrews Kurth LLP as outside counsels to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; and

(x)                                 such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

(b)                                 Consents; Authorization; Conflicts.  The Borrower shall have received any consents, licenses and approvals required in accordance with applicable law, or in accordance with any document, agreement, instrument or arrangement to which the Borrower, or any Subsidiary is a party, in connection with the execution, delivery, performance, validity and enforceability of this Agreement and the other Credit Documents.  In addition, the Borrower and the Subsidiaries shall have all such material consents, licenses and approvals required in connection with the continued operation of the Borrower and the Subsidiaries, and such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on this Agreement and the actions contemplated hereby.

(c)                                  Representations and Warranties.  The representations and warranties contained in Article 4 and in each other Credit Document shall be true and correct on and as of the Effective Date before and after giving effect to the initial Borrowings or issuance (or deemed issuance) of Letters of Credit and to the application of the proceeds from such Borrowing, as though made on and as of such date.

(d)                                 Payment of Fees.  The Borrower shall have paid the fees and expenses required to be paid as of the Effective Date by Sections 2.7(c) and 9.1 or any other provision of a Credit Document.

(e)                                  Other Proceedings.  No action, suit, investigation or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement, any other Credit Agreement, or any transaction contemplated hereby or thereby or (ii) which in the judgment of the Administrative Agent could reasonably be expected to result in a Material Adverse Change.

(f)                                   Other Reports.  The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, all environmental reports, and such other reports, audits or certifications as it may reasonably request.

(g)                                  Material Adverse Change.  Since December 31, 2010, there shall not have occurred any event or circumstance that could reasonably be expected to result in a material adverse change in the business, condition (financial or otherwise), prospects, or results of operations of the Borrower and its Subsidiaries, taken as a whole.  Furthermore, the Administrative Agent shall not have become aware since March 23, 2011 of any material information or other matter that is inconsistent in a material and adverse manner with any due diligence, information or matter (including any financial information and

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projections previously delivered to the Administrative Agent) disclosed or known to the Administrative Agent prior to March 23, 2011.

(h)                                 No Default.  No Default shall have occurred and be continuing.

(i)                                     Solvency.  The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a senior financial officer of the Borrower and each Guarantor certifying that, before and after giving effect to the initial Borrowings made hereunder on the Effective Date, the Borrower and each such other Guarantor is Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect).

(j)                                    Delivery of Financial Statements.  The Administrative Agent shall have received true and correct copies of (i) satisfactory audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year 2008, satisfactory audited consolidated financial statements for the Parent Company and its Subsidiaries for the fiscal year 2009, and satisfactory audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year 2010, (ii) satisfactory unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2011, and (iii) projections prepared by management of balance sheets, income statements and cashflow statements of the Borrower and its Subsidiaries, covering the first three full years after the Effective Date (and which projections shall not be inconsistent with information provided to the Administrative Agent prior to March 23, 2011).

(k)                                 Notices of Borrowing.  The Administrative Agent shall have received Notices of Borrowing from the Borrower, with appropriate insertions and executed by a duly authorized officer of the Borrower.

(l)                                     Real Estate Due Diligence.  The Administrative Agent shall have received or completed, and be satisfied with the result of, a completed Schedule 3.1 which shall list all real property owned or leased by the Credit Parties and including a notation as to all locations where any equipment of any Credit Party is kept.

(m)                             USA Patriot Act.  The Administrative Agent shall have received all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act.

(n)                                 Pro Forma Compliance Certificate.  The Administrative Agent shall have received a Compliance Certificate executed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, reflecting the Borrower’s pro forma compliance with the financial covenants in Sections 6.18, 6.19 and 6.20 as of the fiscal quarter ended March 31, 2011, assuming that such financial covenants applied as of such fiscal quarter end and after giving pro forma effect to the Advances made hereunder on the Effective Date.

(o)                                 Capital Structure.  The capital and ownership structure and the equityholder arrangements of the Borrower and its subsidiaries (and all agreements relating thereto) will be reasonably satisfactory to the Agent.

(p)                                 Due Diligence.  The Administrative Agent shall have completed and be satisfied in its sole discretion with the corporate (or other organizational), environmental and financial due diligence of the Credit Parties and their Affiliates.

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Section 3.2                                    Conditions Precedent to Each Borrowing and to Each Issuance, Extension or Renewal of a Letter of Credit.  The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing), the obligation of the Issuing Lender to issue, increase, renew or extend a Letter of Credit (including the deemed issuance of Letters of Credit) and of any reallocation of Letter of Credit Exposure provided in Section 2.16, shall be subject to the further conditions precedent that on the date of such Borrowing or such issuance, increase, renewal or extension:

(a)                                 Representations and Warranties.  As of the date of the making of any Advance or issuance, increase, renewal or extension of any Letter of Credit or the reallocation of the Letter of Credit Exposure, the representations and warranties made by any Credit Party or any officer of any Credit Party contained in the Credit Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date and each request for the making of any Advance or issuance, increase, renewal or extension of any Letter of Credit and the making of such Advance or the issuance, increase, renewal or extension of such Letter of Credit shall be deemed to be a reaffirmation of such representations and warranties.

(b)                                 Event of Default.  As of the date of the making of any Advance, the issuance, increase, renewal or extension of any Letter of Credit, or the reallocation of the Letter of Credit Exposure, as applicable, no Default or Event of Default shall exist, and the making of such Advance or issuance, increase, renewal or extension of such Letter of Credit, or the relocation of the Letter of Credit Exposure would not cause a Default or Event of Default.

(c)                                  Compliance with Covenants.  As of the date of the making of any Advance, or the issuance, increase, renewal or extension of any Letter of Credit, as applicable, and after giving effect to the making of such Advance or such issuance, increase, renewal or extension of any Letter of Credit, the Borrower would be in compliance with the covenants in (i) Section 6.17 as of such date, and (ii) Sections 6.18 and 6.19 as of the most recent fiscal quarter end for which financial statements have been delivered to the Administrative Agent (which, for the avoidance of doubt, (A) calculates EBITDA as of such fiscal quarter end calculated on a pro forma basis in a manner acceptable to the Administrative Agent (the “Measurement Period”), (B) for purposes of Section 6.19, calculates Interest Expense (1) using outstanding total Debt on the date of such Advance or issuance, increase, renewal or extension of such Letter of Credit and assuming that all such total Debt was incurred on the first day of such Measurement Period, (2) for such Debt accruing a fixed rate of interest, applying such fixed rate of interest, and (3) for such Debt accruing a floating or formula rate of interest, applying an implied rate of interest for the Measurement Period based on the rate which is or would be in effect with respect to such total Debt on the date such Advance or issuance, increase, renewal or extension of such Letter of Credit is made, and (C) for purposes of Section 6.18, utilizes Debt outstanding on the proposed date of such Advance or such issuance, increase, renewal or extension of any Letter of Credit (including such Advance and such issuance, increase, renewal or extension of any Letter of Credit).

Each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, the acceptance by the Borrower of the proceeds of such Borrowing, the issuance, increase, renewal or extension of such Letter of Credit, and the reallocation of the Letter of Credit Exposure, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing, such issuance, increase, renewal or extension of such Letter of Credit or such reallocation, as applicable, the foregoing conditions in this Section 3.2 have been met.

Section 3.3                                    Determinations Under Sections 3.1 and 3.2.  For purposes of determining compliance with the conditions specified in Sections 3.1 and 3.2 each Lender shall be deemed to have

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consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Lender prior to the Borrowings hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such Borrowings.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Each Credit Party hereto represents and warrants as follows:

Section 4.1                                    Organization.  Each Credit Party is duly and validly organized and existing and in good standing under the laws of its jurisdiction of incorporation or formation and is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary, except where the failure to be so qualified or authorized could not reasonably be expected to result in a Material Adverse Change.  As of the Effective Date, each Credit Party’s type of organization and jurisdiction of incorporation or formation are set forth on Schedule 4.1.

Section 4.2                                    Authorization.  The execution, delivery, and performance by each Credit Party of each Credit Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby (a) are within such Credit Party’s powers, (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene any articles or certificate of incorporation or bylaws, partnership or limited liability company agreement binding on or affecting such Credit Party, (d) do not contravene any law or any contractual restriction binding on or affecting such Credit Party, (e) do not result in or require the creation or imposition of any Lien prohibited by this Agreement, and (f) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority.  At the time of each Advance or the issuance, renewal, extension or increase of each Letter of Credit, such Advance and the use of the proceeds of such Advance or the issuance, renewal, extension or increase of such Letter of Credit are within the Borrower’s limited liability powers, have been duly authorized by all necessary action, do not contravene (i) the Borrower’s certificate of formation, operating agreement or limited liability company agreement, or (ii) any Legal Requirement or any contractual restriction binding on or affecting the Borrower, will not result in or require the creation or imposition of any Lien prohibited by this Agreement, and do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority.

Section 4.3                                    Enforceability.  The Credit Documents have each been duly executed and delivered by each Credit Party that is a party thereto and each Credit Document constitutes the legal, valid, and binding obligation of each Credit Party that is a party thereto enforceable against such Credit Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and by general principles of equity whether applied by a court of law or equity.

Section 4.4                                    Financial Condition.

(a)                                 The Borrower has delivered to the Administrative Agent the unaudited financial statements for the Parent Company and its Subsidiaries dated as of September 30, 2016 for the three-fiscal quarter period then ended.  The financial statements referred to in the preceding sentence have been prepared in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and present fairly the consolidated financial condition of the aforementioned Persons as of the

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respective dates thereof.  As of the date of the aforementioned financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the applicable Persons, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP.

(b)                                 Since September 30, 2016, no event or condition has occurred that could reasonably be expected to result in Material Adverse Change.  Before and after giving effect to the making of each Advance, the Credit Parties, taken as a whole, are Solvent.

Section 4.5                                    Ownership and Liens; Real Property.  Each Credit Party (a) has good and marketable title to, or a valid and subsisting leasehold interest in, all real property (other than rights under water well agreements which rights, if lost, could not reasonable expected to result in a Material Adverse Change), and good title to all personal Property, used in its business, and (b) none of the Property owned by the Borrower or any Credit Party is subject to any Lien except Permitted Liens.  As of the Effective Date, the Credit Parties own no real property other than that listed on Schedule 3.1.

Section 4.6                                    True and Complete Disclosure.  All written factual information (whether delivered before or after the date of this Agreement) prepared by or on behalf of the Credit Parties and furnished to the Administrative Agent or the Lenders for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby does not contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein not misleading.  There is no fact known to any officer of any Credit Party on the date of this Agreement that has not been disclosed to the Administrative Agent that could reasonably be expected to result in a Material Adverse Change.  All projections, estimates, budgets, and pro forma financial information furnished by the Credit Parties (or on behalf of the Credit Parties) previously or in the future, were or will be prepared on the basis of assumptions, data, information, tests, or conditions (including current and reasonably foreseeable business conditions) believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished; provided however, that such projections are or will be based only on management’s reasonable belief at the time that such projections were prepared and in no case shall any of such projections be considered to be representations or assurances with respect to future performance.

Section 4.7                                    Litigation.  There are no actions, suits, or proceedings pending or, to any Credit Party’s knowledge, threatened against the Parent Company, the Borrower or any Subsidiary, at law, in equity, or in admiralty, or by or before any Governmental Authority, which could reasonably be expected to result in a Material Adverse Change.  Additionally, except as disclosed in writing to the Administrative Agent and the Lenders, there is no pending or, to the knowledge of any Credit Party, threatened action or proceeding instituted against the Parent Company, the Borrower or any Subsidiary which seeks to adjudicate the Parent Company, the Borrower or any Subsidiary as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Property.

Section 4.8                                    Compliance with Agreements.

(a)                                 Neither the Parent Company nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or any other types of agreement or instrument or subject to any charter or corporate restriction or provision of applicable law or governmental regulation the performance of or compliance with which could reasonably be expected to cause a Material Adverse Change.  Neither the Parent Company nor any of its Subsidiaries is in default under or with respect to any contract, agreement,

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lease or any other types of agreement or instrument to which the Parent Company or such Subsidiary is a party and which could reasonably be expected to cause a Material Adverse Change.  To the best knowledge of the Credit Parties, neither the Parent Company nor any of its Subsidiaries is in default under, or has received a notice of default under, any contract, agreement, lease or any other document or instrument to which the Parent Company or its Subsidiaries is a party which is continuing and which, if not cured, could reasonably be expected to cause a Material Adverse Change.

(b)                                 No Default has occurred and is continuing.

Section 4.9                                    Pension Plans.  (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) other than as disclosed on Schedule 4.9, to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Parent Company, nor the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Parent Company, nor the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Parent Company, the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization.  Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Parent Company, the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Parent Company, the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Section 4.10                             Environmental Condition.

(a)                                 Permits, Etc.  Each Credit Party (i) has obtained all material Environmental Permits necessary for the ownership and operation of its Properties and the conduct of its businesses; (ii) other than a disclosed on Schedule 4.10, has at all times been and is in material compliance with all terms and conditions of such Permits and with all other material requirements of applicable Environmental Laws; (iii) has not received written notice of any violation or alleged violation of any Environmental Law or Environmental Permit which could reasonably be expected to result in a material liability against any Credit Party; and (iv) is not subject to any actual or contingent Environmental Claim which could reasonably be expected to cause a Material Adverse Change.

(b)                                 Certain Liabilities.  To the Credit Parties’ best knowledge, none of the present or previously owned or operated Property of any Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the

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Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

(c)                                  Certain Actions.  Without limiting the foregoing, (i) all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by the Parent Company, any of its Subsidiaries or any of the Parent Company’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and (ii) the present and, to the Credit Parties’ best knowledge, future liability, if any, of the Parent Company or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not result in a Material Adverse Change.

Section 4.11                             Subsidiaries.  As of the Amendment No. 14 Effective Date (a) the Borrower has no Subsidiaries other than any Non-Obligor Entity and the Guarantors that are parties to the Amendment No. 11 (other than Affirm and Peak) and (b) the Parent Company has no Subsidiaries other than the Borrower, Affirm, Peak, and the Subsidiaries of the Borrower.  Each Subsidiary of the Borrower (including any such Subsidiary formed or acquired subsequent to the Amendment No. 11 Effective Date) has complied with the requirements of Section 5.6.

Section 4.12                             Investment Company Act.  No Credit Party is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  Neither the Parent Company, the Borrower nor any Subsidiary is subject to regulation under any Federal or state statute, regulation or other Legal Requirement which limits its ability to incur Debt.

Section 4.13                             Taxes.  Proper and accurate (in all material respects), U.S. federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Parent Company, the Borrower and each Subsidiary or any member of the affiliate group, if any, of which the Parent Company, Borrower, or a Subsidiary is a member, as determined under Section 1504 of the Code (hereafter collectively called the “Tax Group”) have been filed with the appropriate Governmental Authorities, and all taxes (which are material in amount) and other impositions due and payable have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except where contested in good faith and by appropriate proceeding.  Neither the Parent Company, the Borrower nor any member of the Tax Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any U.S. federal, state, local or foreign taxes or other impositions.  Proper and accurate amounts have been withheld by the Parent Company, the Borrower and all other members of the Tax Group from their employees for all periods to comply in all material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law.

Section 4.14                             Permits, Licenses, etc.  Each of the Parent Company and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business.  Each of the Parent Company and its Subsidiaries manages and operates its business in accordance with all applicable Legal

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Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

Section 4.15                             Use of Proceeds.  The proceeds of the Advances will be used by the Borrower for the purposes described in Section 6.6.  No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U).  No proceeds of any Advance will be used to purchase or carry any margin stock in violation of Regulation  T, U or X,  to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is itself, or whose government is itself, the subject of Sanctions or Anti-Corruption Laws or in any other manner that would result in a violation of Sanctions or Anti-Corruption Laws by any Person (including any Person participating in the Advances, whether as underwriter, advisor, investor, or otherwise).

Section 4.16                             Condition of Property; Casualties.  The material Properties used or to be used in the continuing operations of the Parent Company and each Subsidiary, are in good working order and condition, normal wear and tear excepted.  Neither the business nor the material Properties of the Parent Company or any Subsidiary has been affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy, which effect could reasonably be expected to cause a Material Adverse Change.

Section 4.17                             Insurance.  Each of the Parent Company and its Subsidiaries carry insurance (which may be carried by the Parent Company on a consolidated basis) with reputable insurers in respect of such of their respective Properties, in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar businesses or, self-insure to the extent that is customary for Persons of similar size engaged in similar businesses.

Section 4.18                             Security Interest.  Each Credit Party has authorized the filing of financing statements sufficient when filed to perfect the Lien created by the Security Documents to the extent such Lien can be perfected by filing financing statements.  Assuming such financing statements are correctly prepared, when such financing statements are filed in the offices noted therein, the Administrative Agent will have a valid and perfected security interest in all Collateral that is capable of being perfected by filing financing statements.

Section 4.19                             Anti-Corruption Laws and Sanctions.

(a)                                 No Credit Party, nor any of their respective Subsidiaries nor any director, officer, or employee nor, to the knowledge of the Credit Parties, any agent or other person acting on behalf of the Credit Parties or any of their Subsidiaries has taken any action, directly or indirectly, that could result in a violation by such persons of the FCPA or any other applicable Anti-Corruption Law; and the Credit Parties have instituted and maintain policies and procedures designed to promote and achieve continued compliance therewith.

(b)                                 No Credit Party, nor any of their respective Subsidiaries nor any director, officer, or employee, nor, to the knowledge of the Credit Parties, any agent or affiliate of any Credit Party or any of their respective Subsidiaries is a Person that is, or is owned or controlled by Persons that are (i) the subject or target of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, including any imposed pursuant to Canadian Anti-Terrorism Laws (collectively,

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