Common use of Mandatory Reduction Clause in Contracts

Mandatory Reduction. Effective as of the Second Amendment Effective Date, the Revolving Credit Commitments shall be reduced to $100,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of , the date of the Income Tax Refund Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to $25,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event, as appropriate.”

Mandatory Reduction. Effective as Cash Collateralization of Letters of -------------------------------------------------------- Credit. ------ (a) If on any day (i) the Tranche A LC Obligations exceed the combined Tranche A Commitments on such day or the Tranche A LC Obligations exceed the Tranche A Borrowing Base on such day, the Borrower shall immediately deposit into the Custody Account Eligible Investments or reduce the Tranche A LC Obligations, or a combination of the Second Amendment Effective Dateforegoing, in an amount sufficient to eliminate such excess or (ii) the Tranche B LC Obligations exceed the combined Tranche B Commitments on such day or the Tranche B LC Obligations exceed the Tranche B Borrowing Base on such day, the Revolving Credit Commitments Borrower shall be reduced to $100,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment immediately deposit into the Custody Account Private Fund Investments or reduce the Tranche B LC Obligations, or a combination of the Notesforegoing, together with accrued Commitment Fees, and in an amount sufficient to eliminate such excess. (b) On the full amount of interest accrued on the principal sum to be prepaidFinal Maturity Date or, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of earlier, the date the Obligations are accelerated pursuant to Section 7.2, and until the final expiration date of the Income Tax Refund Reduction Event----------- any Letter of Credit and thereafter so long as any Obligations are payable hereunder, the Revolving Borrower shall immediately cash collateralize such Letters of Credit Commitments shall be further reduced by with Cash and Cash Equivalents in an amount equal to $25,000,000 102% of the outstanding LC Obligations and each Lender’s Revolving Credit Commitment such collateral shall be reduced ratably placed in proportion a special collateral account pursuant to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment arrangements satisfactory to the Administrative Agent (the "LC Collateral Account") at the Administrative Agent's office in the --------------------- name of the NotesBorrower but under the sole dominion and control of the Administrative Agent, together with accrued Commitment Fees, for the benefit of the LC Administrator and the full amount of Lenders and the Borrower shall have no interest accrued on the principal sum to be prepaid, if any (and all amounts referred to therein except as set forth in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event, as appropriate.”-------

Mandatory Reduction. Effective as If the Borrower or any Subsidiary receives any Net Cash Proceeds from any of the Second Amendment Effective Datefollowing events, the Aggregate Revolving Credit Commitments shall be reduced to $100,000,000 and each Lender’s Revolving Credit Commitment shall be permanently reduced ratably as set forth in proportion to such Lender’s Ratable Share and such reduction this Section 2.07(b): (i) On the fifth Business Day following the receipt of the Net Cash Proceeds in respect of the Permitted Senior Note Refinancing Indebtedness, the Aggregate Revolving Commitment shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of , the date of the Income Tax Refund Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to fifty percent (50%) of the amount by which such Net Cash Proceeds received by the Borrower or any Subsidiary (including without limitation any amounts received by the holders of the Senior Notes on account of the Borrower or any Subsidiary in connection with such refinancing transaction) exceed $25,000,000 200,000,000 (a “Refinancing Commitment Reduction”); provided that in no event shall the Aggregate Revolving Commitment be reduced to an amount less than $108,000,000 as a result of any Refinancing Commitment Reduction. For purposes of this Section 2.07(b)(i), any call premium payable in respect of the Senior Notes and each Lender’s all other costs and expenses attendant to the retirement of the Senior Notes shall be deducted from the calculation of Net Cash Proceeds in addition to (but without duplication of) any other costs that may be deducted in calculation of Net Cash Proceeds under clause (b) of the definition of Net Cash Proceeds. (ii) On the fifth Business Day following the receipt of any Net Cash Proceeds from any federal income tax refund in respect of tax year 2015 or earlier, the Aggregate Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to fifty percent (i50%) of such Net Cash Proceeds (a “Refund Commitment Reduction”); provided that (A) in no event shall the Aggregate Revolving Commitment be reduced to an amount less than $25,000,000 if such Initial SWSI Sale 108,000,000 as a result of any Refund Commitment Reduction Event involves and (B) any Refund Commitment Reduction may be waived or otherwise modified, in whole or in part, with the sale of SWSI Fluids, LLC or all or substantially all written consent of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event, as appropriateRequired Lenders.”

Mandatory Reduction. Effective as If the Borrower establishes any Accounts Receivable Financing Program(s) during the term of this Agreement: (i) with respect to the first $200,000,000 (two hundred million dollars) of the Second Amendment Effective DateAccounts Receivable Financing Programs of the Borrower (regardless of the amount of accounts receivables securitized thereunder), the 364 Day Revolving Credit Commitment and the Revolving Credit Commitment shall together be reduced by an aggregate amount equal to 50% (fifty percent) of the size of such Accounts Receivable Financing Programs, such aggregate amount of such reduction to be allocated between the 364 Day Revolving Credit Commitment and the Revolving Credit Commitment on a pro rata basis in proportion to the relative size of the 364 Day Revolving Credit Commitment and the Revolving Credit Commitment; and (ii) the 364 Day Revolving Credit Commitment and the Revolving Credit Commitment shall also be reduced by an aggregate amount equal to 100% (one hundred percent) of the size of such Accounts Receivable Financing Programs in excess of such $200,000,000 (two hundred million dollars) referred to in clause (i) above, such aggregate amount of such reduction to be allocated between the 364 Day Revolving Credit Commitment and the Revolving Credit Commitment on a pro rata basis in proportion to the relative size of the 364 Day Revolving Credit Commitment and the Revolving Credit Commitment; provided, however, that to the extent the 364 Day Revolving Credit Commitment is no longer outstanding or has been terminated or the reduction described in this paragraph (c) of Section 2.08 exceeds the outstanding 364 Day Revolving Credit Commitment, the Revolving Credit Commitments shall Commitment under this Agreement will be reduced to $100,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage accordingly. If after giving effect to such prepayments to be equal to the reduction of the 364 Day Revolving Credit Commitment or less than the Revolving Credit Commitments as so reduced. Effective as Commitment described in this paragraph (c) of this Section 2.08, (x) the date of the Income Tax Refund Reduction Event, the total 364 Day Revolving Credit Exposures would exceed the Total Commitments shall be further reduced by an amount equal to $25,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any under (and all amounts referred to in Section 5.10 [Indemnity] hereofas defined in) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event364 Day Facility, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (iiy) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction Exposures plus the aggregate principal amount of outstanding Term Loans would exceed the Total Commitments under this Agreement, the Borrower shall immediately repay the loans under the Initial SWSI Sale Reduction Event so that the aggregate amount of 364 Day Facility and the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction EventLoans, as appropriate, in the amount equal to such excess.”

Mandatory Reduction. Effective (i The Facility A Committed Sums and Facility B Committed Sums, as applicable, shall be permanently reduced to the amounts specified below on the corresponding reduction date set forth below: MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS: The following amounts shall be applied to prepay the Facilities. (1) 100% of the Second Amendment Effective net proceeds of any sale or issuance of equity of the Borrower, except as provided in CLAUSE (3) below or for Securities issued pursuant to employee stock options or similar plans; (2) 100% of the net proceeds of any sale or other disposition by the Borrower or any of its subsidiaries of any assets (except for sales permitted under Section 9.10); (3) 100% of the first $25,000,000 of net proceeds resulting from the issuance by Borrower of convertible preferred securities or subordinated debt, and 75% of the net proceeds of any subordinated debt issued thereafter, shall be applied FIRST, to the prepayment of Facility B Principal Debt and reduction of Facility B Committed Sum and, SECOND, to the prepayment of Facility A Principal Debt and reduction of Facility A Committed Sum, each in accordance with this SECTION 3.2(C). All such proceeds shall be applied in the following priority: (A) first, to the permanent reduction of the Facility B Principal Debt and such amount shall be applied ratably to each remaining principal payment so that the Facility B Note matures on the Facility B Maturity Date, the Revolving Credit Commitments and (B) second, all remaining proceeds shall be reduced applied to $100,000,000 the reduction of the Facility A Principal Debt and each Lender’s Revolving Credit Commitment shall permanently reduce the Facility A Committed Sum. 26 (ii The Facility B Committed Sum shall be permanently reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as last day of , the date of the Income Tax Refund Reduction Event, the Revolving Credit Commitments shall be further reduced each calendar quarter by an amount necessary to satisfy the scheduled reduction with a final payment to be made on the Facility B Maturity Date equal to $25,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving then outstanding under Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event, as appropriate.”B.

Mandatory Reduction. Effective as Cash Collateralization of Letters of Credit. --------------------------------------------------------------- (a) If on any day (i) the Tranche A LC Obligations exceed the combined Tranche A Commitments on such day or the Tranche A LC Obligations exceed the Tranche A Borrowing Base on such day, the Borrower shall immediately deposit into the Custody Account Eligible Investments or reduce the Tranche A LC Obligations, or a combination of the Second Amendment Effective Dateforegoing, in an amount sufficient to eliminate such excess or (ii) the Tranche B LC Obligations exceed the combined Tranche B Commitments on such day or the Tranche B LC Obligations exceed the Tranche B Borrowing Base on such day, the Revolving Credit Commitments Borrower shall be reduced to $100,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment immediately deposit into the Custody Account Private Fund Investments or reduce the Tranche B LC Obligations, or a combination of the Notesforegoing, together with accrued Commitment Fees, and in an amount sufficient to eliminate such excess. (b) On the full amount of interest accrued on the principal sum to be prepaidFinal Maturity Date or, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of earlier, the date the Obligations are accelerated pursuant to Section 7.2, and until the final ----------- expiration date of the Income Tax Refund Reduction Eventany Letter of Credit and thereafter so long as any Obligations are payable hereunder, the Revolving Borrower shall immediately cash collateralize such Letters of Credit Commitments shall be further reduced by with Cash and Cash Equivalents in an amount equal to $25,000,000 102% of the outstanding LC Obligations and each Lender’s Revolving Credit Commitment such collateral shall be reduced ratably placed in proportion a special collateral account pursuant to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment arrangements satisfactory to the Administrative Agent (the "LC Collateral Account") at ---------------------- the Administrative Agent's office in the name of the NotesBorrower but under the sole dominion and control of the Administrative Agent, together with accrued Commitment Fees, for the benefit of the LC Administrator and the full amount of Lenders and the Borrower shall have no interest accrued on the principal sum to be prepaid, if any (and all amounts referred to therein except as set forth in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event, as appropriate7.”

Mandatory Reduction. Effective as Cash Collateralization of Letters of -------------------------------------------------------- Credit. ------ (a) If on any day (i) the LC Obligations exceed the combined - Commitments on such day or (ii) the LC Obligations exceed the Borrowing Base on -- such day, the Borrower shall immediately deposit, or cause MRDS to deposit, into the applicable Custody Account Eligible Investments or reduce the LC Obligations, or do a combination of the Second Amendment Effective Dateforegoing, in an amount sufficient to eliminate such excess. If, at any time, the Revolving Credit Commitments sum of the Fair Market Value or Net Asset Value, as applicable, of each Alternative Investment carried in the applicable Custody Account exceeds the Fair Market Value of the Shares at the time pledged pursuant to the Pledge Agreement, then, to the extent, if any, that it is necessary for Alternative Investments having a Fair Market Value or Net Asset Value, as applicable, equal to such excess to be taken into account in order to support the Borrowing Base required at such time pursuant to this Agreement, the Borrower shall promptly pledge such additional number of Shares pursuant to the Pledge Agreement as shall be reduced necessary to $100,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to eliminate such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of excess. (b) On the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaidFinal Maturity Date or, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of earlier, the date the Obligations are accelerated pursuant to Section 7.2, and until the final ----------- expiration date of the Income Tax Refund Reduction Eventany Letter of Credit and thereafter so long as any Obligations are payable hereunder, the Revolving Borrower shall immediately cash collateralize such Letters of Credit Commitments shall be further reduced by with Cash and Cash Equivalents in an amount equal to $25,000,000 102% of the outstanding LC Obligations and each Lender’s Revolving Credit Commitment such Collateral shall be reduced ratably placed in proportion a special collateral account pursuant to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment arrangements satisfactory to the Administrative Agent (the "LC Collateral Account") at the Administrative --------------------- Agent's office in the name of the NotesBorrower but under the sole dominion and control of the Administrative Agent, together with accrued Commitment Fees, for the benefit of the Fronting Bank and the full amount of Lenders and the Borrower shall have no interest accrued on the principal sum to be prepaid, if any (and all amounts referred to therein except as set forth in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second Amendment Effective Date, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event, as appropriate7.”

Mandatory Reduction. Effective as of the Second First Amendment Effective Date, the Revolving Credit Commitments shall be reduced to $100,000,000 175,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of January 1, the date of the Income Tax Refund Reduction Event2010, the Revolving Credit Commitments shall be further reduced by an amount equal to $25,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Effective as of the date of the Initial SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to (i) $25,000,000 if such Initial SWSI Sale Reduction Event involves the sale of SWSI Fluids, LLC or all or substantially all of the assets of SWSI Fluids, LLC or (ii) an amount equal to the greater of $12,500,000 or the net book value of all assets then being sold if such Initial SWSI Sale Reduction Event involves the sale of a portion of the assets of SWSI Fluids, LLC, and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. In the event that the Initial SWSI Sale Reduction Event involved a sale of only a portion of the assets of SWSI Fluids, LLC, upon the occurrence of the Subsequent SWSI Sale Reduction Event, the Revolving Credit Commitments shall be further reduced by an amount equal to the difference between $25,000,000 and the amount of the Revolving Credit Commitment reduction under the Initial SWSI Sale Reduction Event so that the aggregate amount of the Revolving Credit Commitment reductions under the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event equals $25,000,000, 125,000,000 and each Lender’s Revolving Credit Commitment shall be reduced ratably in proportion to such Lender’s Ratable Share and such reduction shall be accompanied by any necessary prepayment of the Notes, together with accrued Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid, if any (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced. Commitment Fees shall be accrued from and based upon the reduced Revolving Credit Commitments from each of the Second First Amendment Effective DateDate and January 1, the date of the Income Tax Refund Reduction Event, the Initial SWSI Sale Reduction Event and the Subsequent SWSI Sale Reduction Event2010, as appropriate.” (v) Section 2.11 [Increase in Revolving Credit Commitments] of the Credit Agreement is hereby deleted in its entirety.