Common use of Increase of Revolving Commitments Clause in Contracts

Increase of Revolving Commitments. (i) At any time and from time to time prior to the expiration of the Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, Lufkin may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding $225,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.08(b), provided that (i) Lufkin shall deliver to the Administrative Agent a Commitment Increase Notice in substantially the form of Exhibit J hereto (a “Commitment Increase Notice”) at least fifteen (15) Business Days prior to such increase to the Administrative Agent and each existing Revolving Lender, (ii) each existing Revolving Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to Lufkin and the Administrative Agent within ten (10) Business Days after receipt of a notice from Lufkin as above described and, provided that no existing Revolving Lender exercises such election, Lufkin may elect to add a new Revolving Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Revolving Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Revolving Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Revolving Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) Lufkin shall execute and deliver such additional or replacement Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Revolving Lender or any Revolving Lender which is increasing its Commitment, (vi) no Revolving Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Revolving Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once, and (ix) the consent of the Revolving Lenders shall be required for any increase of the Revolving Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). Lufkin shall be required to pay (or to reimburse each applicable Revolving Lender for) any breakage costs incurred by any Revolving Lender in connection with the need to reallocate existing Revolving Loans among the Revolving Lenders following any increase in the Revolving Commitments pursuant to this provision. Except for fees provided in Section 2.13 or as may otherwise be agreed by Lufkin and any applicable Revolving Lender, Lufkin shall not be required to pay any upfront or other fees or expenses to any existing Revolving Lenders, new Revolving Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments. (ii) Any such Commitment Increase Notice must offer each Revolving Lender the opportunity to subscribe for its Applicable Percentage of the increased Revolving Commitments. If any portion of the increased Revolving Commitments is not subscribed for by the Revolving Lenders within ten (10) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent and each existing Revolving Lender, Lufkin may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably conditioned, delayed or withheld) as to any Person that is not at such time a Revolving Lender, offer to any existing Revolving Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Revolving Commitments pursuant to Section 2.01(c)(iii) or Section 2.01(c)(iv), as applicable, to increase the aggregate amount of Revolving Commitments to $225,000,000. (iii) Any bank or financial institution (that is not a Revolving Lender or its Affiliate) that Lufkin selects to offer participation in the increased Revolving Commitments and that elects to obtain a Revolving Commitment shall execute a New Lender Acceptance with Lufkin and the Administrative Agent, whereupon such bank or financial institution (a “New Revolving Lender”) shall become a Revolving Lender for all purposes and to the same extent as if originally a Revolving Lender and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Revolving Lender as a Revolving Lender and the definition of Revolving Commitment in Section 1.01 shall be deemed amended to add the name and Revolving Commitment of such New Revolving Lender, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000 unless Lufkin and the Administrative Agent otherwise consent. (iv) Any Revolving Lender that accepts an offer to it by Lufkin to increase its Revolving Commitment pursuant to this Section 2.01(c) shall, in each case, execute a Commitment Increase Agreement with Lufkin and the Administrative Agent, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and the definition of Revolving Commitment in Section 1.01 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (v) On the effective date of an Acceptance, the applicable New Revolving Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Revolving Lender, as the case may be (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Revolving Commitment occurring on the Re-Allocation Date bears to all Revolving Commitments in effect on the Re-Allocation Date, and each other Revolving Lender shall be deemed to sell to such New Revolving Lender or Lenders, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Revolving Lender or Lenders. All Revolving Loans (including conversions or continuations of Revolving Loans) made by each Revolving Lender, and LC Exposure purchased by each Revolving Lender, shall be pro rata to each Revolving Lender based on its respective Revolving Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Revolving Lender making an aggregate principal amount of Revolving Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless Lufkin elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Revolving Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(c), no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Increase of Revolving Commitments. (ia) At any time and The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Total Revolving Commitment by adding, subject to the prior written consent (which may not be unreasonably withheld or delayed) of the Administrative Agent and each Letter of Credit Issuer, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Revolving Commitments, subject to the satisfaction of the following conditions: (i) prior to and after giving effect to the expiration of the Availability Periodincrease, and so long as no Default or Event of Default shall have occurred hereunder and be continuing; (ii) all representations and warranties made by any Credit Party contained in the Credit Documents shall be, to the knowledge of an Authorized Officer of the Borrower and its Subsidiaries, true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which is continuingcase they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Increase Effective Date (as defined below) (except where such representations and warranties expressly relate to an earlier date, Lufkin may elect to in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case they are true and correct in all respects) as of such earlier date). (iii) no such increase shall cause the aggregate of the Revolving Commitments to an amount not exceeding $225,000,000 minus any reductions increases in the Revolving Commitments pursuant to this Section 2.08(b), provided that 2.16 to exceed the lesser of (a) $250,000,000 and (b) the positive difference if any between (i) Lufkin the Borrowing Base and (ii) the sum of the Total Revolving Commitments and the Total Term Loans Commitments; (iv) no Lender’s Revolving Commitment shall be increased without such Lender’s prior written consent which consent may be given or withheld in such Lender’s sole and absolute discretion; and (v) such increase shall be evidenced by an incremental commitment agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Revolving Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.16 by the execution and delivery to the Administrative Agent of the applicable incremental commitment agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Revolving Commitment Percentage after giving effect to any nonratable increase in the Total Revolving Commitments under this Section 2.16. (b) As a condition precedent to each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a Commitment certificate dated as of the Increase Notice in substantially Effective Date, signed by an Authorized Officer of the form Borrower certifying that each of Exhibit J hereto (a “Commitment Increase Notice”) at least fifteen (15) Business Days prior the conditions to such increase set forth in this Section 2.16 shall have occurred and been complied with and that, before and after giving effect to such increase, no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with such increase agreement and any Guarantors’ Consent to such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (iii) a favorable opinion of independent legal counsel reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, relating to such increase agreement and any Guarantors’ Consent to such increase agreement, addressed to the Administrative Agent and each existing Revolving Lender, (ii) each existing Revolving Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to Lufkin and the Administrative Agent within ten (10) Business Days after receipt of a notice from Lufkin as above described and, provided that no existing Revolving Lender exercises such election, Lufkin may elect to add a new Revolving Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Revolving Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Revolving Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Revolving Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) Lufkin shall execute and deliver such additional or replacement Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Revolving Lender or any Revolving Lender which is increasing its Commitment, (vi) no Revolving Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Revolving Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once, and (ix) the consent of the Revolving Lenders shall be required for any increase of the Revolving Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). Lufkin shall be required to pay (or to reimburse each applicable Revolving Lender for) any breakage costs incurred by any Revolving Lender in connection with the need to reallocate existing Revolving Loans among the Revolving Lenders following any increase in the Revolving Commitments pursuant to this provision. Except for fees provided in Section 2.13 or as may otherwise be agreed by Lufkin and any applicable Revolving Lender, Lufkin shall not be required to pay any upfront or other fees or expenses to any existing Revolving Lenders, new Revolving Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments. (ii) Any such Commitment Increase Notice must offer each Revolving Lender the opportunity to subscribe for its Applicable Percentage of the increased Revolving Commitments. If any portion of the increased Revolving Commitments is not subscribed for by the Revolving Lenders within ten (10) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent and each existing Revolving Lender, Lufkin may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably conditioned, delayed or withheld) as to any Person that is not at such time a Revolving Lender, offer to any existing Revolving Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Revolving Commitments pursuant to Section 2.01(c)(iii) or Section 2.01(c)(iv), as applicable, to increase the aggregate amount of Revolving Commitments to $225,000,000. (iii) Any bank or financial institution (that is not a Revolving Lender or its Affiliate) that Lufkin selects to offer participation in the increased Revolving Commitments and that elects to obtain a Revolving Commitment shall execute a New Lender Acceptance with Lufkin and the Administrative Agent, whereupon such bank or financial institution (a “New Revolving Lender”) shall become a Revolving Lender for all purposes and to the same extent as if originally a Revolving Lender and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Revolving Lender as a Revolving Lender and the definition of Revolving Commitment in Section 1.01 shall be deemed amended to add the name and Revolving Commitment of such New Revolving Lender, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000 unless Lufkin and the Administrative Agent otherwise consent. (iv) Any Revolving Lender that accepts an offer to it by Lufkin to increase its Revolving Commitment pursuant to this Section 2.01(c) shall, in each case, execute a Commitment Increase Agreement with Lufkin and the Administrative Agent, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and the definition of Revolving Commitment in Section 1.01 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (v) On the effective date of an Acceptance, the applicable New Revolving Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Revolving Lender, as the case may be (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Revolving Commitment occurring on the Re-Allocation Date bears to all Revolving Commitments in effect on the Re-Allocation Date, and each other Revolving Lender shall be deemed to sell to such New Revolving Lender or Lenders, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Revolving Lender or Lenders. All Revolving Loans (including conversions or continuations of Revolving Loans) made by each Revolving Lender, and LC Exposure purchased by each Revolving Lender, shall be pro rata to each Revolving Lender based on its respective Revolving Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Revolving Lender making an aggregate principal amount of Revolving Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless Lufkin elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Revolving Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(c), no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Increase of Revolving Commitments. (ia) At any time and The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Total Revolving Commitment by adding, subject to the prior written consent (which may not be unreasonably withheld or delayed) of the Administrative Agent and each Letter of Credit Issuer, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Revolving Commitments, subject to the satisfaction of the following conditions: (i) prior to and after giving effect to the expiration of the Availability Periodincrease, and so long as no Default or Event of Default shall have occurred hereunder and be continuing; (ii) all representations and warranties made by any Credit Party contained in the Credit Documents shall be, to the knowledge of an Authorized Officer of the Borrower and its Subsidiaries, true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which is continuingcase they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Increase Effective Date (as defined below) (except where such representations and warranties expressly relate to an earlier date, Lufkin may elect to in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case they are true and correct in all respects) as of such earlier date). (iii) no such increase shall cause the aggregate of the Revolving Commitments to an amount not exceeding $225,000,000 minus any reductions increases in the Revolving Commitments pursuant to this Section 2.08(b), provided that 2.16 to exceed the lesser of (a) $250,000,000 and (b) the positive difference if any between (i) Lufkin the Borrowing Base and (ii) the sum of the Total Revolving Commitments and the Total Term Loans Commitments; (iv) no Lender’s Revolving Commitment shall be increased without such Xxxxxx’s prior written consent which consent may be given or withheld in such Xxxxxx’s sole and absolute discretion; and (v) such increase shall be evidenced by an incremental commitment agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Revolving Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.16 by the execution and delivery to the Administrative Agent of the applicable incremental commitment agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date to the extent necessary to keep the outstanding Loans of each Lender ratable with such Xxxxxx’s revised Revolving Commitment Percentage after giving effect to any nonratable increase in the Total Revolving Commitments under this Section 2.16. (b) As a condition precedent to each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a Commitment certificate dated as of the Increase Notice in substantially Effective Date, signed by an Authorized Officer of the form Borrower certifying that each of Exhibit J hereto (a “Commitment Increase Notice”) at least fifteen (15) Business Days prior the conditions to such increase set forth in this Section 2.16 shall have occurred and been complied with and that, before and after giving effect to such increase, no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with such increase agreement and any Guarantors’ Consent to such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (iii) a favorable opinion of independent legal counsel reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, relating to such increase agreement and any Guarantors’ Consent to such increase agreement, addressed to the Administrative Agent and each existing Revolving Lender, (ii) each existing Revolving Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to Lufkin and the Administrative Agent within ten (10) Business Days after receipt of a notice from Lufkin as above described and, provided that no existing Revolving Lender exercises such election, Lufkin may elect to add a new Revolving Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Revolving Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Revolving Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Revolving Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) Lufkin shall execute and deliver such additional or replacement Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Revolving Lender or any Revolving Lender which is increasing its Commitment, (vi) no Revolving Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Revolving Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once, and (ix) the consent of the Revolving Lenders shall be required for any increase of the Revolving Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). Lufkin shall be required to pay (or to reimburse each applicable Revolving Lender for) any breakage costs incurred by any Revolving Lender in connection with the need to reallocate existing Revolving Loans among the Revolving Lenders following any increase in the Revolving Commitments pursuant to this provision. Except for fees provided in Section 2.13 or as may otherwise be agreed by Lufkin and any applicable Revolving Lender, Lufkin shall not be required to pay any upfront or other fees or expenses to any existing Revolving Lenders, new Revolving Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments. (ii) Any such Commitment Increase Notice must offer each Revolving Lender the opportunity to subscribe for its Applicable Percentage of the increased Revolving Commitments. If any portion of the increased Revolving Commitments is not subscribed for by the Revolving Lenders within ten (10) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent and each existing Revolving Lender, Lufkin may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably conditioned, delayed or withheld) as to any Person that is not at such time a Revolving Lender, offer to any existing Revolving Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Revolving Commitments pursuant to Section 2.01(c)(iii) or Section 2.01(c)(iv), as applicable, to increase the aggregate amount of Revolving Commitments to $225,000,000. (iii) Any bank or financial institution (that is not a Revolving Lender or its Affiliate) that Lufkin selects to offer participation in the increased Revolving Commitments and that elects to obtain a Revolving Commitment shall execute a New Lender Acceptance with Lufkin and the Administrative Agent, whereupon such bank or financial institution (a “New Revolving Lender”) shall become a Revolving Lender for all purposes and to the same extent as if originally a Revolving Lender and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Revolving Lender as a Revolving Lender and the definition of Revolving Commitment in Section 1.01 shall be deemed amended to add the name and Revolving Commitment of such New Revolving Lender, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000 unless Lufkin and the Administrative Agent otherwise consent. (iv) Any Revolving Lender that accepts an offer to it by Lufkin to increase its Revolving Commitment pursuant to this Section 2.01(c) shall, in each case, execute a Commitment Increase Agreement with Lufkin and the Administrative Agent, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and the definition of Revolving Commitment in Section 1.01 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (v) On the effective date of an Acceptance, the applicable New Revolving Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Revolving Lender, as the case may be (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Revolving Commitment occurring on the Re-Allocation Date bears to all Revolving Commitments in effect on the Re-Allocation Date, and each other Revolving Lender shall be deemed to sell to such New Revolving Lender or Lenders, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Revolving Lender or Lenders. All Revolving Loans (including conversions or continuations of Revolving Loans) made by each Revolving Lender, and LC Exposure purchased by each Revolving Lender, shall be pro rata to each Revolving Lender based on its respective Revolving Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Revolving Lender making an aggregate principal amount of Revolving Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless Lufkin elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Revolving Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(c), no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Increase of Revolving Commitments. (ia) At any time and The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Total Revolving Commitment by adding, subject to the prior written consent (which may not be unreasonably withheld or delayed) of the Administrative Agent and each Letter of Credit Issuer, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Revolving Commitments, subject to the satisfaction of the following conditions: (i) prior to and after giving effect to the expiration of the Availability Periodincrease, and so long as no Default or Event of Default shall have occurred hereunder and be continuing; (ii) all representations and warranties made by any Credit Party contained in the Credit Documents shall be, to the knowledge of an Authorized Officer of the Borrower and its Subsidiaries, true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which is continuingcase they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Increase Effective Date (as defined below) (except where such representations and warranties expressly relate to an earlier date, Lufkin may elect to in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case they are true and correct in all respects) as of such earlier date); (iii) no such increase shall cause the aggregate of the Revolving Commitments to an amount not exceeding $225,000,000 minus any reductions increases in the Revolving Commitments pursuant to this Section 2.08(b), provided that 2.16 to exceed the lesser of (a) $50,000,000 and (b) the positive difference if any between (i) Lufkin the Borrowing Base and (ii) the sum of the Total Revolving Commitments and the Total Term Loans Commitments; (iv) no Lender’s Revolving Commitment shall be increased without such Lender’s prior written consent which consent may be given or withheld in such Lender’s sole and absolute discretion; and (v) such increase shall be evidenced by an incremental commitment agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Revolving Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section 2.16 by the execution and delivery to the Administrative Agent of the applicable incremental commitment agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Revolving Commitment Percentage after giving effect to any nonratable increase in the Total Revolving Commitments under this Section 2.16. (b) As a condition precedent to each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a Commitment certificate dated as of the Increase Notice in substantially Effective Date, signed by an Authorized Officer of the form Borrower certifying that each of Exhibit J hereto (a “Commitment Increase Notice”) at least fifteen (15) Business Days prior the conditions to such increase set forth in this Section 2.16 shall have occurred and been complied with and that, before and after giving effect to such increase, no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with such increase agreement and any Guarantors’ Consent to such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (iii) a favorable opinion of independent legal counsel reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, relating to such increase agreement and any Guarantors’ Consent to such increase agreement, addressed to the Administrative Agent and each existing Revolving Lender, (ii) each existing Revolving Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to Lufkin and the Administrative Agent within ten (10) Business Days after receipt of a notice from Lufkin as above described and, provided that no existing Revolving Lender exercises such election, Lufkin may elect to add a new Revolving Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Revolving Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Revolving Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Revolving Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) Lufkin shall execute and deliver such additional or replacement Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Revolving Lender or any Revolving Lender which is increasing its Commitment, (vi) no Revolving Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Revolving Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once, and (ix) the consent of the Revolving Lenders shall be required for any increase of the Revolving Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). Lufkin shall be required to pay (or to reimburse each applicable Revolving Lender for) any breakage costs incurred by any Revolving Lender in connection with the need to reallocate existing Revolving Loans among the Revolving Lenders following any increase in the Revolving Commitments pursuant to this provision. Except for fees provided in Section 2.13 or as may otherwise be agreed by Lufkin and any applicable Revolving Lender, Lufkin shall not be required to pay any upfront or other fees or expenses to any existing Revolving Lenders, new Revolving Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments. (ii) Any such Commitment Increase Notice must offer each Revolving Lender the opportunity to subscribe for its Applicable Percentage of the increased Revolving Commitments. If any portion of the increased Revolving Commitments is not subscribed for by the Revolving Lenders within ten (10) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent and each existing Revolving Lender, Lufkin may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably conditioned, delayed or withheld) as to any Person that is not at such time a Revolving Lender, offer to any existing Revolving Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Revolving Commitments pursuant to Section 2.01(c)(iii) or Section 2.01(c)(iv), as applicable, to increase the aggregate amount of Revolving Commitments to $225,000,000. (iii) Any bank or financial institution (that is not a Revolving Lender or its Affiliate) that Lufkin selects to offer participation in the increased Revolving Commitments and that elects to obtain a Revolving Commitment shall execute a New Lender Acceptance with Lufkin and the Administrative Agent, whereupon such bank or financial institution (a “New Revolving Lender”) shall become a Revolving Lender for all purposes and to the same extent as if originally a Revolving Lender and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Revolving Lender as a Revolving Lender and the definition of Revolving Commitment in Section 1.01 shall be deemed amended to add the name and Revolving Commitment of such New Revolving Lender, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000 unless Lufkin and the Administrative Agent otherwise consent. (iv) Any Revolving Lender that accepts an offer to it by Lufkin to increase its Revolving Commitment pursuant to this Section 2.01(c) shall, in each case, execute a Commitment Increase Agreement with Lufkin and the Administrative Agent, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and the definition of Revolving Commitment in Section 1.01 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (v) On the effective date of an Acceptance, the applicable New Revolving Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Revolving Lender, as the case may be (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Revolving Commitment occurring on the Re-Allocation Date bears to all Revolving Commitments in effect on the Re-Allocation Date, and each other Revolving Lender shall be deemed to sell to such New Revolving Lender or Lenders, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Revolving Lender or Lenders. All Revolving Loans (including conversions or continuations of Revolving Loans) made by each Revolving Lender, and LC Exposure purchased by each Revolving Lender, shall be pro rata to each Revolving Lender based on its respective Revolving Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Revolving Lender making an aggregate principal amount of Revolving Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless Lufkin elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Revolving Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(c), no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Increase of Revolving Commitments. (ia) At any time and from time to time prior The Borrower may, by written notice to the expiration of the Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, Lufkin may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding $225,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.08(b), provided that (i) Lufkin shall deliver to the Administrative Agent a Commitment Increase Notice in substantially the form of Exhibit J hereto (a “Commitment Increase Notice”) at least fifteen (15) Business Days prior to such increase to the Administrative Agent and each existing Revolving Lender, (ii) each existing Revolving Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to Lufkin and the Administrative Agent within ten (10) Business Days after receipt of a notice from Lufkin as above described and, provided that no existing Revolving Lender exercises such election, Lufkin may elect to add a new Revolving Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Revolving Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Revolving Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Revolving Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) Lufkin shall execute and deliver such additional or replacement Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, at any new Revolving Lender or any Revolving Lender which is increasing its Commitment, (vi) no Revolving Lender shall have any right to decrease its Revolving Commitment as a result of such increase time request increases of the aggregate amount of the Revolving Commitments, Commitment (viia “Revolving Commitment Increase”); provided that (i) the Administrative Agent shall have no obligation to arrange, find or locate any Revolving Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once, and (ix) the consent of the Revolving Lenders shall be required for any increase of the Revolving Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). Lufkin shall be required to pay (or to reimburse each applicable Revolving Lender for) any breakage costs incurred by any Revolving Lender in connection with the need to reallocate existing Revolving Loans among the Revolving Lenders following any increase in the Revolving Commitments pursuant to this provision. Except for fees provided in Section 2.13 or as may otherwise be agreed by Lufkin and any applicable Revolving Lender, Lufkin shall not be required to pay any upfront or other fees or expenses to any existing Revolving Lenders, new Revolving Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments. (ii) Any such Commitment Increase Notice must offer each Revolving Lender the opportunity to subscribe for its Applicable Percentage of the increased Revolving Commitments. If any portion of the increased Revolving Commitments is not subscribed for by the Revolving Lenders within ten (10) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent and each existing Revolving Lender, Lufkin may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably conditioned, delayed or withheld) as to any Person that is not at such time a Revolving Lender, offer to any existing Revolving Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Revolving Commitments pursuant to Section 2.01(c)(iii) or Section 2.01(c)(iv), as applicable, to increase the aggregate amount of Revolving Commitment Increases occurring after the Restatement Closing Date shall not result, at any time, in aggregate Revolving Loan Commitments to in excess of $225,000,000. 60,000,000 (unless the Majority Lenders shall otherwise commit in writing); (ii) each exercise of the increase request option shall be in a minimum principal amount of not less than $5,000,000; and (iii) Any bank no such increase may be requested when a Default or financial institution Event of Default has occurred and is continuing. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that is not a Revolving Lender or its Affiliate) that Lufkin selects to offer participation in the increased Revolving Commitments and that elects to obtain a Revolving Commitment Increase shall execute a New Lender Acceptance with Lufkin be effective and (B) the Administrative Agent, whereupon requested amount of such bank or financial institution (a “New Revolving Lender”) shall become a Revolving Lender for all purposes and increase. Notwithstanding any term of this Agreement to the same extent as if originally a Revolving contrary, neither the Agent nor any Lender and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended have committed to add any Revolving Commitment Increase unless such Lender executes and delivers an Increased Commitment Letter (as defined below); for the New Revolving avoidance of doubt, any Lender as may accept or decline to provide a Revolving Lender and the definition of Revolving Commitment Increase in Section 1.01 shall be deemed amended to add the name and Revolving Commitment of such New Revolving Lender, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000 unless Lufkin and the Administrative Agent otherwise consentits sole discretion. (ivb) Any Revolving Lender that accepts an offer to it by Lufkin to increase its Revolving Commitment pursuant to this Section 2.01(c) shall, in each case, execute a Commitment Increase Agreement with Lufkin and the Administrative Agent, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and the definition of Revolving Commitment in Section 1.01 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (v) On the effective date of an Acceptance, the applicable New Revolving Lender, or the effectiveness Upon receipt of a Commitment Increase AgreementNotice, the applicable Revolving Agent shall forward a copy thereof to each Lender, as and each Lender shall have the case may be (right, but not the “Re-Allocation Date”)obligation, will acquire LC Exposure described under clause (b) of the definition of LC Exposure to participate in such increase in an amount equal to its pro rata share, immediately prior to the percentage effectiveness of all any such outstanding LC Exposures that increase, in the Revolving Loan Commitments. Any Lender electing to participate in such Person’s increase in Revolving must forward its written commitment therefor (an “Increased Commitment occurring on Letter”) to the Re-Allocation Date bears Agent within five (5) Business Days of delivery of such notice. (The failure of a Lender to all Revolving Commitments in effect on deliver an Increased Commitment Letter to the Re-Allocation Date, and each other Revolving Lender Agent within such time period shall be deemed to sell to such New Revolving Lender or Lenders, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder a rejection by such New Revolving Lender or Lenders. All Revolving Loans (including conversions or continuations of Revolving Loans) made by each Revolving Lender, and LC Exposure purchased by each Revolving Lender, shall be pro rata the option to each Revolving Lender based on its respective participate in such Revolving Commitment in effect on and after such Re-Allocation Date Increase. (except to the extent that any such pro rata borrowings would result in any Revolving Lender making an aggregate principal amount of Revolving Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. c) In the event that on any the Revolving Commitment Increase requested by the Borrower is not fully committed to by existing Lenders, the Borrower may designate one or more new Lenders (each, a “New Lender”), approved by the Agent (such Re-Allocation Date there is an unpaid principal approval not to be unreasonably withheld or delayed) to provide the amount of Eurodollar Loans, such Eurodollar Loans unallocated excess Revolving Commitment Increase. Each New Lender shall remain outstanding with become a Lender pursuant to a joinder agreement substantially in the respective holders thereof until the expiration of their respective Interest Periods form attached as Exhibit G (unless Lufkin elects to prepay any thereof a “New Lender Joinder”) hereto or otherwise in accordance with the applicable provisions of this Agreement), form and interest on and repayments of such Eurodollar Loans will be paid thereon substance satisfactory to the respective Revolving Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything Agent. Subject to the contrary in this Section 2.01(c)foregoing, no Lender shall have final allocations with respect to any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretionIncrease shall be determined by the Borrower and the Agent.