FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of September 23, 2009, is made by and among SUPERIOR WELL SERVICES, INC. , a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA , each in its capacity as Co-Documentation Agent and CITIZENS BANK OF PENNSYLVANIA , in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).

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

      WHEREAS , the Borrower desires to amend the Credit Agreement to modify certain affirmative, negative and financial covenants, reduce the commitment amount pursuant to Section 2.10 of the Credit Agreement, eliminate the accordion provision, modify pricing, modify the reporting requirements, add a borrowing base and make certain other changes as set forth in detail below; and

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

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

     1.  Definitions .

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

     2.  Amendments to Credit Agreement .

     (a)  Title Page and Introductory Paragraph . The reference to “$250,000,000” contained on the title page to the Credit Agreement and in the second introductory paragraph of the Credit Agreement (which paragraph is immediately prior to Article 1 of the Credit Agreement) shall be amended and replaced with “$175,000,000, which amount shall be reduced to $125,000,000 on January 1, 2010.”

     (b) Section 1.1 (Certain Definitions).

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

     “ Revolving Credit Commitment shall mean, as to any Lender at any time, the applicable amount initially set forth opposite its name on Schedule 1.1(B) in the column s

labeled “ Amount of Commitment” as such Commitment is thereafter assigned or modified and Revolving Credit Commitments shall mean the aggregate Commitments of all of the Lenders.”

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

          “Increasing Lender”

          “New Lender”

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

     “ Account shall mean any account, contract right, general intangible, chattel paper, instrument or document representing any right to payment for goods sold or services rendered, whether or not earned by performance and whether or not evidenced by a contract, instrument or document, which is now owned or hereafter acquired by a Loan Party. All Accounts, whether Qualified Accounts or not, shall be subject to the Lenders’ Prior Security Interest.”

     “ Borrowing Base shall mean at any time the sum of (i) eighty percent (80%) of Qualified Accounts (“Accounts Portion”), plus (ii) fifty percent (50%) of Qualified Inventory (“Inventory Portion”), plus (iii) for the period from the First Amendment Effective Date to and including December 31, 2009, an amount equal to thirty percent (30%) of the net book value of the Loan Parties’ property, plant and equipment and thereafter, an amount equal to twenty percent (20%) of the net book value of the Loan Parties’ property, plant and equipment (such net book value of such property plant and equipment shall be determined by the Administrative Agent in its reasonable discretion and upon the reasonable reliance of the with the most recent equipment valuation). Notwithstanding anything to the contrary herein , the Required Lenders may, in their reasonable business discretion, at any time hereafter, with five (5) days prior written notice to the Borrower, decrease the advance percentage for Qualified Accounts, Qualified Inventory or net book values of the property, plants and equipment, or increase the level of any reserves or ineligibles, or define or maintain such other reserves or ineligibles, as the Required Lenders may deem necessary or appropriate. Any such change shall become effective immediately upon written notice from the Administrative Agent to the Borrower for the purpose of calculating the Borrowing Base hereunder.”

     “ Capital Expenditures shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year, which, in accordance with GAAP, would be classified as capital expenditures.”

     “ First Amendment shall mean that certain First Amendment to Credit Agreement, dated as of September 23, 2009, among the Borrower, the Guarantors, the Lenders and the Administrative Agent.”

     “ First Amendment Effective Date shall mean the effective date of the First Amendment, which date is September 23 2009.”

     “ Inventory shall mean any and all goods, merchandise and other personal property, including, without limitation, goods in transit, wheresoever located and whether now owned or hereafter acquired by any Loan Party which are or may at any time be held as raw materials, finished goods, work-in-process, supplies or materials used or consumed in the such Loan Party’s business or held for sale or lease, including, without limitation, (a) all such property the sale or other disposition of which has given rise to Accounts and which has been returned to or repossessed or stopped in transit by such Loan Party, and (b) all packing, shipping and advertising materials relating to all or any such property. All Inventory, whether Qualified Inventory or not, shall be subject to the Lenders’ Prior Security Interest.”

     “ Qualified Accounts shall mean any Accounts which meet all of the minimum requirements set forth on Schedule 1.1(Q)(1) .”

     “ Qualified Inventory shall mean any Inventory which meet all of the minimum requirements set forth on Schedule 1.1(Q)(2) .”

     “ Senior Indebtedness for any period of determination shall mean the Obligations.”

     “ Senior Leverage Ratio shall mean the ratio of (i) Senior Indebtedness of Borrower and its Subsidiaries on such date to (ii) Consolidated EBITDA for the four fiscal quarters then ending.”

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

          (i) Section 2.1(a)(ii) of the Credit Agreement is hereby amended and restated as follows:

     “(ii) the Revolving Facility Usage plus the outstanding Swing Loans shall not exceed the lesser of (1) the Revolving Credit Commitments or (2) the Borrowing Base. ”

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

     “(b) Swing Loan Commitment . Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, Citizens Bank may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of $15,000,000 (the “Swing Loan Commitment”), provided that the aggregate principal amount of Citizens Bank’s Swing Loans and the Revolving Credit Loans of all the Lenders at any one time outstanding shall not exceed the lesser of (1) the Revolving Credit Commitments of all the Lenders or (2) the Borrowing Base . Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1(c)(ii).”

          (iii) Section 2.9(a)(B) of the Credit Agreement is hereby amended and restated as follows:

     “(B) the Revolving Facility Usage exceed, at any one time, the lesser of (1) the Revolving Credit Commitments or (2) the Borrowing Base .”

          (iv) Section 2.10 [Reduction of Revolving Credit Commitment] is hereby amended as follows:

               (A) The entire paragraph currently constituting Section 2.10 shall be identified as “2.10 (a) Voluntary Reduction ”;

               (B) The following subsection shall be inserted into Section 2.10 immediately after the end thereof:

     “(b) Mandatory Reduction . Effective as of the First Amendment Effective Date, the Revolving Credit Commitments shall be reduced to $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, 2010, the Revolving Credit Commitments shall be further reduced to $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 First Amendment Effective Date and January 1, 2010, as appropriate.”

          (v) Section 2.11 [Increase in Revolving Credit Commitments] of the Credit Agreement is hereby deleted in its entirety.

     (d) Article 5 [Payments] of the Credit Agreement is hereby amended so that the existing Section 5.7 [Intentionally Omitted] is hereby deleted in its entirety and replaced with the following new Section 5.7:

     “5.7 Borrowing Base Exceeded . Whenever the Revolving Facility Usage exceeds the Borrowing Base, the Borrower shall make, within three (3) Business Day after the Borrower learns of such excess and whether or not the Administrative Agent has given notice to such effect, a mandatory prepayment of principal of the Revolving Credit Loans equal to the excess of the outstanding principal balance of the Revolving Facility Usage over the Borrowing Base, together with accrued interest on such principal amount.”

     (e) Article 8 [Covenants] of the Credit Agreement is hereby amended as follows:

          (i) Section 8.1 [Affirmative Covenants] of the Credit Agreement is hereby amended by adding the following new section 8.1(k) in numeric and alphabetical order:

     “8.1(k) Equity Issuance or Asset Sale . The Loan Parties shall raise a minimum of $50,000,0000 on or before December 31, 2009 through either (i) asset sales as permitted under Section 8.2(g)(ix) of this Agreement, (ii) equity issuances of the capital stock of the Borrower or (iii) any combination of items (i) and (ii). The Loan Parties shall use 100% of the net proceeds of such asset sales and/or equity issuances (after first deducting or otherwise providing for any taxes and customary costs and expenses associated with such sale or issuance) to reduce the aggregate amount of Loans outstanding under the Agreement.”

          (ii) Section 8.2 [Negative Covenants] of the Credit Agreement is hereby amended as follows:

               (A) Section 8.2(f) [Liquidations, Mergers, Consolidations, Acquisitions] is hereby amended to add the following new Section 8.2(f)(ii)(I) in numeric and alphabetical order:

          “(I) such Permitted Acquisition shall not occur prior to March 31, 2011.”

               (B) Section 8.2(g) [Disposition of Assets or Subsidiaries] is hereby amended as follows:

                    (1) Section 8.2(g)(iv) is hereby amended and restated as follows:

     “(iv) commencing on the Closing Date through the First Amendment Effective Date and then again on January 1, 2010 through the Expiration Date, any sale, transfer or lease of assets in any fiscal year in an aggregate amount not to exceed $7,500,000 in any fiscal year;”

                    (2) Section 8.2(g)(viii) is hereby amended to replace the “.” at the end of such subsection with “; and”.

                    (3) The following new Section 8.2(g)(ix) is hereby inserted at the end of Section 8.2(g) in numeric and alphabetical order:

     “(ix) on or before December 31, 2009, the transfer or sale of any assets not otherwise permitted to be sold or transferred under this Section 8.2(g) with an aggregate net book less than or equal to $75,000,000; provided that (i) 100% of the net proceeds (after first deducting or otherwise providing for any taxes and customary costs and expenses associated with such disposition) shall be used by the Borrower to reduce the aggregate amount of Loans outstanding under the Agreement, (ii) the Borrower shall provide the Administrative Agent with at least five (5) Business days notice prior to such disposition and shall promptly provide the Administrative Agent with any and all information related to such disposition that the Administrative Agent reasonably requests, and (iii) the Administrative Agent consents to such disposition of assets, which consent shall not be unreasonably withheld.”

               (C) Section 8.2(n) [Minimum Fixed Charge Coverage Ratio] is hereby amended and restated as follows:

     “(n) Minimum Fixed Charge Coverage Ratio . Commencing with the fiscal quarter ending March 31, 2011, the Loan Parties shall not permit the Fixed Charge Coverage Ratio, calculated as of the end of each fiscal quarter for the most recent four (4) fiscal quarters then ended, to be less than 1.75 to 1.0. Prior to March 31, 2011, the Loan Parties shall not be required to maintain a Minimum Fixed Charge Coverage Ratio.”

               (D) Section 8.2(o) [Maximum Leverage Ratio] is hereby amended and restated as follows:

     “(o) Maximum Leverage Ratio . Commencing with the fiscal quarter ending March 31, 2011 through the fiscal quarter ending December 31, 2011 the Loan Parties shall not at any time permit the Leverage Ratio calculated as of the end of each fiscal quarter for the fiscal quarter then ending to exceed 5.0 to 1.0 and commencing with the fiscal quarter ending March 31, 2012 and each fiscal quarter thereafter, the Loan Parties shall not at any time permit the Leverage Ratio calculated as of the end of each fiscal quarter for the fiscal quarter then ending to exceed 4.0 to 1.0 . Prior to March 31, 2011, the Loan Parties shall not be required to maintain a Maximum Leverage Coverage Ratio.”

               (E) The following new Section 8.2(p) [Maximum Senior Leverage Ratio] shall be inserted in numeric and alphabetical order:

     “(p) Maximum Senior Leverage Ratio . Commencing with the fiscal quarter ending March 31, 2011, the Loan Parties shall not at any time permit the Senior Leverage Ratio calculated as of the end of each fiscal quarter for the fiscal quarter then ending to exceed 3.0 to 1.0. Prior to March 31, 2011, the Loan Parties shall not be required to maintain a Maximum Senior Leverage Coverage Ratio.”

               (F) The following new Section 8.2(q) [Minimum Quarterly EBITDA] shall be inserted in numeric and alphabetical order:

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

               (G) The following new Section 8.2(r) [Maximum Capital Expenditures] shall be inserted in numeric and alphabetical order:

     “(r) Maximum Capital Expenditures . Commencing on the First Amendment Effective Date through March 31, 2011, each of the Loan Parties shall not, and shall not permit any its Subsidiaries to contract for, purchase or make any expenditure or commitments for Capital Expenditures in any fiscal quarter in an aggregate amount for all Loan Parties in excess of $6,000,000 per such fiscal quarter.”

          (iii) Section 8.3 [Reporting Requirements] of the Credit Agreement is hereby amended as follows:

               (A) The following new Section 8.3(e) [Monthly Borrowing Base Certificate and 13-Week Cash Flow Forecasts] shall be inserted in numeric and alphabetical order:

     “(e) Monthly Borrowing Base Certificates and 13-Week Cash Flow Forecast . As soon as available and in any event within twenty (20) calendar days after the beginning of each month, a Borrowing Base Certificate dated as of the last day of the immediately preceding month in the form of Exhibit 8.3(e) hereto, appropriately completed, executed and delivered by an Authorized Officer, together with an accounts receivable aging report and a 13-week cash flow forecast, in form and substance reasonably satisfactory to the Administrative Agent.

               (B) The following new Section 8.3(f) [Field Exams and Equipment Valuations] shall be inserted in numeric and alphabetical order:

     “(f) Field Exams and Equipment Valuations . Promptly upon the request of the Administrative Agent and at the Borrower’s sole cost and expense (but, prior to an Event of Default, no more than twice a year), (1) a field exam, in form, substance and scope reasonably satisfactory to the Administrative Agent, and (2) an equipment valuation on the Loan Parties’ machinery and equipment, in form, substance and scope reasonably satisfactory to the Administrative Agent setting forth the orderly liquidation value of such machinery and equipment. For the avoidance of doubt, such orderly liquidation value so determined shall not be used in determining the Borrowing Base, which shall be determined, in part, upon the net book value of the Loan Parties’ equipment.

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

     (i) Pricing Grid . Schedule 1.1 (A) — Pricing Grid of the Credit Agreement is hereby amended and restated in its entirety as set forth on the schedule titled as Schedule 1.1 (A) — Pricing Grid attached hereto.

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

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

     (iv) Qualified Accounts . A new Schedule 1.1(Q)(1) — Qualified Accounts shall be added to the List of Schedules and Exhibits of the Credit Agreement in the form of Schedule 1.1(Q)(1) — Qualified Accounts attached hereto.

     (v) Qualified Inventory . A new Schedule 1.1(Q)(2) — Qualified Inventory shall be added to the List of Schedules and Exhibits of the Credit Agreement in the form of Schedule 1.1(Q)(2) — Qualified Inventory attached hereto.

     (vi) Borrowing Base Certificate . A new Exhibit 8.3(e) — Borrowing Base Certificate shall be added to the List of Schedules and Exhibits of the Credit Agreement in the form of Exhibit 8.3(c) — Quarterly Compliance Certificate attached hereto.

     (vii) New Lender Joinder . Exhibit 2.11 — New Lender Joinder shall be deleted.

     3.  Conditions of Effectiveness of Amendments and Consent .

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

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

     (b)  Borrowing Base Certificate . The Borrower shall have executed and delivered Borrowing Base Certificate to the Administrative Agent for the benefit of the Lenders, in form and substance satisfactory to the Administrative Agent.

     (c)  Officer’s Certificate . The representations and warranties of the Borrower contained in Section 6 of the Credit Agreement and of each Loan Party in each of the other Loan Documents shall be true and accurate on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate of the Borrower dated the date hereof and signed by the Chief Executive Officer, President, Treasurer or Chief Financial Officer of the Borrower to each such effect.

     (d)  Secretary’s Certificate . There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate dated the date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:

          (1) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents;

          (2) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and

          (3) copies of its organizational documents, including its certificate of incorporation and bylaws, certificate of limited partnership and limited partnership agreement or limited liability company certificate and operating agreement, as the case may be, as in effect on the date hereof and, in the case of the certificate of incorporation of the Borrower, certified by the appropriate state official where such document is filed in a state office, together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in the state of its formation and the state of its principal place of business; provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Administrative Agent remain in full force and effect and have not been modified, amended, or rescinded.

     (e)  Financial Projections . There shall have been delivered to the Administrative Agent for the benefit of each Lenders copies of the financial projections of the Borrower and its Subsidiaries, including a balance sheet, income statement, statement of cash flows and assumptions used to prepare such projections, for the period commencing January 1, 2009 through and including March 13, 2013, which shall all be satisfactory to the Administrative Agent.

     (f)  Field Exam . The Borrower shall have performed a field exam and delivered the results to the Administrative Agent for the benefit of the Lenders, and such field exam shall be satisfactory to the Administrative Agent in form, substance and scope.

     (g)  Equipment Valuation . The Borrower shall have performed an equipment valuation on the machinery and equipment of the Loan Parties that sets forth the orderly liquidation values of such machinery and equipment and the Borrower shall have delivered the results of such equipment valuation to the Administrative Agent for the benefit of the Lenders, and such equipment valuation shall be satisfactory to the Administrative Agent in form, substance and scope and shall indicate an orderly liquidation value of such property, plants and equipment greater than or equal to $150,000,000.

     (h)  Payment of Fees . The Borrower has paid, or caused to be paid, all fees, costs and expenses payable to the Administrative Agent or for which the Administrative Agent is entitled to be reimbursed, including but not limited to (i) the reasonable fees and expenses of the Administrative Agent’s legal counsel and (ii) a closing fee payable to each Lender that executes this Amendment equal to fifty (50) basis points of such Lender’s Revolving Credit Commitment

as in effect immediately after the First Amendment Effective Date reflecting the initially reduced commitments.

     (i)  No Actions or Proceedings .

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

     (j)  Consents .

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

     (k)  Confirmation of Guaranty .

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

     (l)  Legal Details .

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

     4.  Force and Effect .

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

     5.  Governing Law .

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

     6.  Effective Date; Certification of the Borrower.

     This Amendment shall be dated as of and shall be binding, effective and enforceable upon the date of (i) satisfaction or written waiver of all conditions set forth in Section 3 hereof and (i