exv10w1



 





Exhibit 10.1




 

 






SESI, L.L.C.




THE GUARANTORS NAMED ON SCHEDULE I HERETO




$300,000,000




67/8% Senior Notes due 2014




Purchase Agreement




May 17, 2006




BEAR, STEARNS & CO. INC.

J.P. MORGAN SECURITIES INC.

HOWARD WEIL INCORPORATED

JOHNSON RICE & COMPANY L.L.C.

PRITCHARD CAPITAL PARTNERS, LLC

RAYMOND JAMES & ASSOCIATES, INC.

SIMMONS & COMPANY INTERNATIONAL




 

 






 









 





SESI, L.L.C.




$300,000,000




67/8% Senior Notes




PURCHASE AGREEMENT




May 17, 2006

New York, New York




BEAR, STEARNS & CO. INC.

J.P. MORGAN SECURITIES INC.

HOWARD WEIL INCORPORATED

JOHNSON RICE & COMPANY L.L.C.

PRITCHARD CAPITAL PARTNERS, LLC

RAYMOND JAMES & ASSOCIATES, INC.

SIMMONS & COMPANY INTERNATIONAL

     c/o Bear, Stearns & Co. Inc.

     383 Madison Avenue

     New York, New York 10179




Ladies & Gentlemen:



SESI, L.L.C., a Delaware limited liability company (the “Company”), proposes to issue and sell to
Bear, Stearns & Co. Inc.; J.P. Morgan Securities Inc.; Johnson Rice & Company L.L.C.; Pritchard
Capital Partners, LLC; Raymond James & Associates, Inc.; Simmons & Company International and Howard
Weil Incorporated (each an “Initial Purchaser” and together, the “Initial Purchasers”) $300,000,000
in aggregate principal amount of 67/8% Senior Notes due 2014 (the “Initial Notes”), subject to the
terms and conditions set forth herein.




     1. The Transactions. Subject to the terms and conditions herein contained, the
Company proposes to issue and sell to the Initial Purchasers $300,000,000 in aggregate principal
amount of the Initial Notes. The Initial Notes and the Exchange Notes (as defined below) are
collectively referred to herein as the “Notes.” The Notes will (i) have the terms and provisions
that are described in the Offering Memorandum (as defined below) under the heading “Description of
Notes” and such other terms as are customary and (ii) be issued pursuant to an indenture (the
“Indenture”), to be dated as of the Closing Date (as defined below), among the Company, the
Guarantors (as defined below) and The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”).



     The Initial Purchasers and other holders of the Initial Notes (including the direct and
indirect transferees of the Initial Notes) will be entitled to the benefits of the exchange and
registration rights agreement, to be dated as of the Closing Date (the “Registration Rights
Agreement”), among the Company, the Guarantors and the Initial Purchasers, substantially in the
form attached hereto as Exhibit A, for so long as such Initial Notes constitute “Transfer
Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the
Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to
(i) file (A) a registration statement (the “Registration Statement”) on the appropriate form with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (together with the rules and regulations of the Commission promulgated thereunder, the
“Securities Act”), registering a new series of 67/8% Senior Notes due 2014



 









 




(the “Exchange Notes”) identical in all material respects to the Initial Notes (except that
the Exchange Notes will not contain terms with respect to transfer restrictions) to be offered in
exchange for the Initial Notes (the “Exchange Offer”) and (B) under certain circumstances specified
in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the
Securities Act (the “Shelf Registration Statement”) and (ii) use their commercially reasonable
efforts to cause the Registration Statement and, if applicable, the Shelf Registration Statement to
be declared effective and to consummate the Exchange Offer.




     The sale of the Initial Notes and the Guarantees (as defined below) to the Initial Purchasers
(the “Offering”) will be made without registration under the Securities Act, in reliance upon the
exemption therefrom provided by Section 4(2) of the Securities Act.



     In connection with the sale of the Securities (as defined below), the Company has prepared a
preliminary offering memorandum, dated May 12, 2006 (the “Preliminary Offering Memorandum”), a
Preliminary Offering Supplement, dated May 16, 2006 (the
“Supplement”), and a final offering
memorandum, dated the date hereof (the “Offering Memorandum”), each setting forth information
regarding the Company, Superior Energy Services, Inc., a Delaware corporation (“Parent”), and the
Subsidiaries (as defined below), the Securities, the terms of the Offering and the transactions
contemplated by the Offering Documents (as defined below), and any material developments relating
to the Company and the Guarantors occurring after the date of the most recent financial statements
included or incorporated by reference therein. The Preliminary Offering Memorandum, the Supplement
and the Offering Memorandum incorporate by reference the following filings of Parent: (i) Annual
Report on Form 10-K for the year ended December 31, 2005, (ii) Quarterly Report on Form 10-Q for
the quarter ended March 31, 2006, (iii) Definitive Proxy Statement dated April 19, 2006, (iv)
Current Reports on Form 8-K filed with the Commission on February 1, 2006, March 1, 2006, May 5,
2006, May 9, 2006 and May 11, 2006 and (v) any future filings of Parent under Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations
of the Commission promulgated thereunder, the “Exchange Act”) until the Offering is completed (in
each case, other than information in the documents that is deemed not to be filed with the
Commission) (all such documents listed in clauses (i) through (v) are referred to herein as the
“Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the
Supplement or the Offering Memorandum shall be deemed to include, in each case, all amendments and
supplements thereto and the Incorporated Documents and any amendments thereto; provided, that
Incorporated Documents shall be deemed to be modified or superseded for purposes of the
Preliminary Offering Memorandum, the Supplement or the Offering Memorandum to the extent that a
statement contained in the Preliminary Offering Memorandum, the Supplement or the Offering
Memorandum or in any subsequently filed Incorporated Document modifies or replaces such statement.
The Company hereby confirms that it has authorized the use of the Disclosure Package (as defined
below) and the Offering Memorandum in connection with the offering and resale of the Initial Notes
by the Initial Purchasers.



     The Company understands that the Initial Purchasers propose to make an offering of the Initial
Notes (the “Exempt Resales”) only on the terms and in the manner set forth in the Offering
Memorandum, as amended or supplemented, and Sections 4 and 5 hereof as soon as the Initial
Purchasers deem advisable after this Agreement has been executed and delivered, solely (i) to
persons in the United States whom the Initial Purchasers reasonably believe to be “qualified
institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may
be amended from time to time (“Rule 144A”), in transactions under Rule 144A, and (ii) in
transactions outside the United States to certain persons in reliance on Regulation S (“Regulation
S”) under the Securities Act (each, a “Reg S Investor”). The QIBs and the Reg S Investors are
collectively referred to herein as the “Eligible Purchasers.” The Initial Purchasers will offer
the Initial Notes to such Eligible Purchasers initially at a price equal to



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98.489% of the principal amount thereof. Such price may be changed by the Initial Purchasers
at any time without notice.



     The payment of principal of, premium and additional interest, if any, and interest on the
Initial Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior
basis, jointly and severally by (i) Parent, (ii) each of Parent’s subsidiaries listed in
Schedule I hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary
Guarantors”), and (iii) any subsidiary of the Parent formed or acquired after the Closing Date that
executes an additional guarantee in accordance with the terms of the Indenture, and respective
successors and assigns of Parent and the subsidiaries of Parent referred to in (ii) and (iii) above
(each of (i), (ii) and (iii), a “Guarantor” and collectively, the “Guarantors”), pursuant to their
guarantees (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein
collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached
thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the
Securities, the Exchange Securities, the Indenture and the Registration Rights Agreement are
hereinafter referred to collectively as the “Offering Documents.” Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such terms in the
Indenture.



     2. Representations and Warranties of the Company and the Guarantors. The Company and
the Guarantors, jointly and severally, represent and warrant to, and agree with, the Initial
Purchasers that: 



          (a) Any reference herein to the Preliminary Offering Memorandum, the Supplement, the
Disclosure Package or the Offering Memorandum shall be deemed to refer to and include (i) all
documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act
after the date of the Preliminary Offering Memorandum, the Supplement, the Disclosure Package or
the Offering Memorandum, as the case may be and (ii) any Additional Issuer Information (as defined
in Section 6(k) hereof) furnished by the Company prior to the completion of the distribution of the
Initial Notes; and all documents filed under the Exchange Act and so deemed to be included in the
Preliminary Offering Memorandum, the Supplement, the Disclosure Package or the Offering Memorandum,
as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act
Reports.”




          (b) (i) The Preliminary Offering Memorandum as of its date does not, (ii) the Preliminary
Offering Memorandum, as supplemented by the Supplement and the information and documents listed in
Schedule II hereto (the “Pricing
Supplement”) (the Preliminary Offering Memorandum, the
Supplement and the Pricing Supplement taken together, the “Disclosure Package”), as of the
Applicable Time (as defined below) does not, (iii) the Offering Memorandum as of its date does not,
and as of the Closing Date will not and (iv) any supplement or amendment to any of the documents
referenced in clauses (i) through (iii) above does not as of its respective date and will not as of
the Closing Date, contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein not misleading, except that the
representations and warranties contained in this paragraph shall not apply to statements in or
omissions from the Preliminary Offering Memorandum, the Disclosure Package or the Offering
Memorandum (or any supplement or amendment thereto, including the Supplement and the Pricing
Supplement) made in reliance upon and in conformity with information relating to the Initial
Purchasers furnished to the Company and the Guarantors in writing by the Initial Purchasers
expressly for use therein, it being understood and agreed that the only such information furnished
by the Initial Purchasers consists of the information described as such in Section 11 hereof. For
purposes of this Agreement, the “Applicable Time” is 11:00 a.m. New York City time on the date of
this Agreement.




          (c) The Disclosure Package and the Offering Memorandum have been or will be prepared by the
Company for use by the Initial Purchasers in connection with the Exempt Resales.




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          (d) (i) The documents incorporated by reference in the Preliminary Offering Memorandum, the
Supplement and the Offering Memorandum, when they became effective or were filed with the
Commission, as the case may be, did not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii) the documents incorporated by reference in the Preliminary Offering Memorandum,
the Supplement and the Offering Memorandum, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to the requirements of the
Exchange Act and (iii) any further documents so filed and incorporated by reference in the
Preliminary Offering Memorandum, the Supplement and the Offering Memorandum or any further
amendment or supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the requirements of the
Exchange Act.




          (e) Subsequent to the respective dates as of which information is given in the Disclosure
Package and the Offering Memorandum, except as disclosed therein, Parent has not declared, paid or
made any dividends or other distributions of any kind on or in respect of its capital stock and
there has been no material adverse change or any development involving a prospective material
adverse change, in the capital stock or the long-term debt, or material increase in the short-term
debt, of the Parent or any of its subsidiaries from that set forth in the Disclosure Package and
the Offering Memorandum, whether or not arising from transactions in the ordinary course of
business, in or affecting (i) the business, general affairs, management, financial condition,
results of operations, stockholders’ equity or properties of Parent and the Subsidiaries, taken as
a whole or (ii) the ability of the Company to consummate the Offering or any of the other
transactions contemplated by the Offering Documents. Since the date of the latest balance sheet
included or incorporated by reference in the Disclosure Package and the Offering Memorandum,
neither Parent nor any Subsidiary has incurred or undertaken any liabilities or obligations,
whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any
transactions, including any acquisition or disposition of any business or asset, which is material
to Parent and the Subsidiaries, taken as a whole, except for liabilities, obligations and
transactions which are disclosed in the Disclosure Package and the Offering Memorandum.




          (f) Parent and each Subsidiary (i) has been duly organized and is validly existing as a
corporation, partnership or limited liability company in good standing under the laws of its
jurisdiction of organization, (ii) has all requisite power and authority to carry on its business
as it is currently being conducted and as described in the Disclosure Package and the Offering
Memorandum, and to own, lease and operate its respective properties and (iii) is duly qualified and
authorized to do business and is in good standing as a foreign corporation, partnership or limited
liability company in each jurisdiction in which the character or location of its properties (owned,
leased or licensed) or the nature or conduct of its business makes such qualification necessary,
except for those failures to be so qualified or in good standing which (individually or in the
aggregate) could not reasonably be expected to have a material adverse effect on (A) the business,
general affairs, management, financial condition, results of operations, stockholders’ equity or
properties of Parent and the Subsidiaries, individually or taken as a whole, (B) the long-term debt
or capital stock of Parent or any Subsidiary, (C) the issuance or marketability of the Notes or (D)
the validity of this Agreement or any other Offering Document or the transactions described in the
Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds” (any such effect
being a “Material Adverse Effect”).




          (g) The subsidiaries listed on Exhibit B attached hereto are the only
majority-owned subsidiaries of Parent (each a “Subsidiary” and collectively, the “Subsidiaries”).
All of the issued shares of capital stock of, or other ownership interests in, each Subsidiary have
been duly and validly authorized and issued and are fully paid and non-assessable and are owned,
directly or indirectly, by Parent, free and clear of any lien, charge, mortgage, pledge, security
interest, claim, limitation on voting rights, equity, trust or other encumbrance, preferential
arrangement, defect or restriction of any kind whatsoever (any




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“Lien”), except for Liens that would constitute “Permitted Liens” as defined in the Offering
Memorandum under the caption “Description of Notes—Certain Definitions.”




          (h) Except as disclosed in the Disclosure Package and the Offering Memorandum, neither Parent
nor any Subsidiary has outstanding subscriptions, rights, warrants, calls, commitments of sale or
options to acquire, or any preemptive rights or other rights to subscribe for or to purchase, or
any contracts or commitments to issue or sell, or instruments convertible into or exchangeable for,
any capital stock or other equity interest in, Parent or the Subsidiaries (any “Relevant
Security”). The authorized, issued and outstanding capital stock of Parent set forth under the
caption “Capitalization” in the Disclosure Package and the Offering Memorandum is true and correct
as of the dates specified therein. All of the issued and outstanding shares of capital stock of
the Parent are fully paid and non-assessable and have been duly and validly authorized and issued,
in compliance with all applicable state, federal and foreign securities laws, except where such
failure to comply could not reasonably be expected to have a Material Adverse Effect, and not in
violation of or subject to any preemptive or similar right that does or will entitle any person,
upon the issuance or sale of any security, to acquire from Parent or any Subsidiary any Relevant
Security.




          (i) When the Initial Notes and the Guarantees thereof are issued and delivered pursuant to
this Agreement, no securities of Parent or any Subsidiary will be of the same class (within the
meaning of Rule 144A) as the Initial Notes and the Guarantees thereof that are listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in a United States
automated interdealer quotation system.




          (j) The Company and each of the Guarantors has the required corporate or other power and
authority to execute, deliver and perform its obligations under this Agreement and each of the
other Offering Documents to which it is a party and to consummate the transactions contemplated
hereby and thereby, including, without limitation, the corporate or other power and authority, with
respect to the Company, to issue, sell and deliver the Notes and , with respect to the Guarantors,
to issue and deliver the related Guarantees as provided herein and therein.




          (k) The Initial Notes have been duly and validly authorized by the Company for issuance and
sale to the Initial Purchasers pursuant to this Agreement and, when executed by the Company and
authenticated by the Trustee in accordance with the provisions of the Indenture and when delivered
to and paid for by the Initial Purchasers in accordance with the terms hereof and thereof, will be
duly and validly executed, issued and delivered and will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their terms, except
that the enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors’ rights and remedies generally and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding at law or in equity), an
implied covenant of good faith and fair dealing and reasonableness, standards of materiality,
equitable defenses and limits as to availability of equitable remedies (clauses (i) and (ii) are
referred to herein collectively as the “Enforceability Exceptions”). The Initial Notes will
conform in all material respects to the descriptions thereof in the Disclosure Package and the
Offering Memorandum. At the Closing Date, the Initial Notes will be in the form contemplated by
the Indenture.




          (l) The Guarantees of the Initial Notes have been duly and validly authorized by each of the
Guarantors for issuance to the Initial Purchasers pursuant to this Agreement and, when executed by
the respective Guarantors in accordance with the provisions of the Indenture and when delivered to
the Initial Purchasers in accordance with the terms hereof and thereof, and when the Initial Notes
have been issued and authenticated in accordance with the provisions of the Indenture and

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delivered to and paid for by the Initial Purchasers in accordance with the terms hereof and
thereof, will constitute valid and legally binding obligations of each of the Guarantors,
enforceable against each of them in accordance with their terms, except that the enforcement
thereof may be limited by the Enforceability Exceptions. The Guarantees of the Initial Notes will
conform in all material respects to the descriptions thereof in the Disclosure Package and the
Offering Memorandum.




          (m) The Exchange Notes have been duly and validly authorized for issuance by the Company and,
when issued and executed by the Company and authenticated by the Trustee in accordance with the
terms of the Exchange Offer and the Indenture, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their terms, except
that the enforcement thereof may be limited by the Enforceability Exceptions. Upon exchange of the
Initial Notes in accordance with their terms and the terms of the Indenture, the Exchange Notes
will be issued free of statutory and contractual preemptive rights, will be duly and validly issued
and fully paid and non-assessable, will be issued in compliance with all applicable state, federal
and foreign securities laws, will not be issued in violation of or subject to any preemptive or
similar right that does or will entitle any person to acquire any Relevant Security from Parent or
any Subsidiary upon issuance or sale of the Initial Notes or the Exchange Notes. The Exchange
Notes will conform in all material respects to the descriptions thereof in the Disclosure Package
and the Offering Memorandum.




          (n) The Guarantees of the Exchange Notes have been duly and validly authorized by each of the
Guarantors and, when executed by the respective Guarantors and when delivered in accordance with
the provisions of the Indenture and when the Exchange Notes have been issued and authenticated in
accordance with the terms of the Exchange Offer and the Indenture, will constitute valid and
legally binding obligations of each of the Guarantors, enforceable against each of them in
accordance with their terms, except that the enforcement thereof may be limited by the
Enforceability Exceptions. The Guarantees of the Exchange Notes will conform in all material
respects to the descriptions thereof in the Disclosure Package and the Offering Memorandum.




          (o) The Indenture has been duly and validly authorized by the Company and each Guarantor and,
when duly executed and delivered by the Company and each Guarantor (assuming the due authorization,
execution and delivery by the Trustee), will constitute a valid and legally binding agreement of
the Company and each Guarantor, enforceable against each of them in accordance with its terms,
except that the enforcement thereof may be limited by the Enforceability Exceptions. The Indenture
conforms in all material respects to the description thereof in the Disclosure Package and the
Offering Memorandum. On the Closing Date, the Indenture will conform in all material respects to
the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and
the rules and regulations of the Commission applicable to an indenture that is qualified
thereunder.




          (p) The Registration Rights Agreement has been duly and validly authorized by the Company and
each Guarantor and, when duly executed and delivered by the Company and each Guarantor (assuming
the due authorization, execution and delivery by the Initial Purchasers), will constitute a valid
and legally binding obligation of the Company and each Guarantor, enforceable against each of them
in accordance with its terms, except that the enforcement thereof may be limited by the
Enforceability Exceptions. The Registration Rights Agreement conforms in all material respects to
the description thereof in the Disclosure Package and the Offering Memorandum.




          (q) This Agreement has been duly and validly authorized, executed and delivered by the Company
and each Guarantor.




          (r) Neither Parent nor any Subsidiary (i) is in violation of its certificate or articles of
incorporation, by-laws, certificate of formation, articles of organization, limited liability
company

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agreement, partnership agreement or other organizational documents, (ii) is in default under,
and no event has occurred which, with notice or lapse of time, or both, would constitute a default
under, or result in the creation or imposition of any Lien upon, any property or assets of Parent
or any Subsidiary pursuant to, any bond, debenture, note, indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which it is a party or by which it is bound or to
which any of its properties or assets is subject or (iii) is in violation of any statute, law,
rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or
other legal or governmental agency or body, foreign or domestic, except (in the case of clauses
(ii) and (iii) above) for violations or defaults that could not (individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect and except (in the case of clause (ii)
alone) for any Lien disclosed in the Disclosure Package and the Offering Memorandum.




          (s) None of (i) the execution, delivery and performance by the Company and each Guarantor of
this Agreement and consummation of the transactions contemplated by the Offering Documents to which
each of them, respectively, is a party, (ii) the issuance and sale of the Initial Notes, the
issuance of the Exchange Notes, and the issuance of the Guarantees or (iii) the consummation by the
Company of the transactions described in the Disclosure Package and the Offering Memorandum under
the caption “Use of Proceeds,” violates or will violate, conflicts with or will conflict with,
requires or will require consent under, or results or will result in a breach of any of the terms
and provisions of, or constitutes or will constitute a default (or an event which with notice or
lapse of time, or both, would constitute a default) under, or results or will result in the
creation or imposition of any Lien upon any property or assets of Parent or any Subsidiary, or an
acceleration of any indebtedness of Parent or any Subsidiary pursuant to (A) any provision of the
certificate or articles of incorporation, by-laws, certificate of formation, limited liability
company agreement, partnership agreement or other organizational documents of the Parent or any
Subsidiary, (B) any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or
other agreement, instrument, franchise, license or permit to which Parent or any Subsidiary is a
party or by which Parent or any Subsidiary or their respective properties, operations or assets is
or may be bound or (C) any statute, law, rule, regulation, ordinance, directive, judgment, decree
or order of any judicial, regulatory or other legal or governmental agency or body, domestic or
foreign, except (in the case of clauses (B) and (C) above) as could not reasonably be expected to
have a Material Adverse Effect and except (in the case of clause (C) alone) for such Consents (as
defined below) described in Section 2(u) below.




          (t) Each of the Parent and the Subsidiaries has all necessary consents, approvals,
authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and
from all judicial, regulatory and other legal or governmental agencies and bodies and all third
parties, foreign and domestic (collectively, the “Consents”), to own, lease and operate its
properties and conduct its business as it is now being conducted and as disclosed in the Disclosure
Package and the Offering Memorandum, and each such Consent is valid and in full force and effect,
except in each case as could not reasonably be expected to have a Material Adverse Effect. Neither
Parent nor any Subsidiary has received notice of any investigation or proceedings which, if decided
adversely to Parent or any Subsidiary, could reasonably be expected to result in, the revocation
of, or imposition of a materially burdensome restriction on, any Consent. Each of Parent and the
Subsidiaries is in compliance with all applicable laws, rules, regulations, ordinances, directives,
judgments, decrees and orders, foreign and domestic, except where failure to be in compliance could
not reasonably be expected to have a Material Adverse Effect.




          (u) No Consent is required for (i) the execution, delivery and performance by each of the
Company and the Guarantors of this Agreement or consummation of the Offering, the Exchange Offer
and the other transactions contemplated by the Offering Documents to which each of them,
respectively, is a party or (ii) the issuance, sale and delivery of the Initial Notes (and the
issuance of the Exchange Notes in connection with the Exchange Offer), and the issuance of the
Guarantees, except such Consents as have been or will be obtained and made on or prior to the
Closing Date (or, (i) in the case of the

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Registration Rights Agreement, will be obtained and made under the Securities Act, the Trust
Indenture Act, and state securities or blue sky laws and regulations and (ii) in the case of the
Form D to be filed by the Company in connection with the Offering, will be timely obtained after
the Closing Date) and that the Commission must declare the Registration Statement effective
pursuant to the Registration Rights Agreement.




          (v) Except as disclosed in the Disclosure Package and the Offering Memorandum, there is (i) no
judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or
arbitration pending, domestic or foreign, to which Parent or any Subsidiary is a party or of which
the business, property, operations or assets of Parent or any Subsidiary is subject and (ii) no
injunction, restraining order or order of any nature by a federal or state court or foreign court
of competent jurisdiction to which Parent or any Subsidiary is subject or to which the business,
property, operations or assets of Parent or any Subsidiary is subject which, individually or in the
aggregate, if determined adversely to Parent or any Subsidiary, could reasonably be expected to
have a Material Adverse Effect; to the Parent’s or any Subsidiary’s knowledge, no such proceeding,
litigation or arbitration is threatened or contemplated; and the defense of all such proceedings,
litigation and arbitration against or involving Parent or any Subsidiary could not reasonably be
expected to have a Material Adverse Effect.




          (w) [Intentionally omitted].




          (x) (i) No action has been taken and no statute, rule, regulation or order has been enacted,
adopted or issued by any governmental agency that prevents the issuance of the Notes or the
Guarantees or prevents or suspends the use of the Disclosure Package or the Offering Memorandum or
any amendment or supplement thereto, (ii) no injunction, restraining order or order of any nature
by a federal or state court of competent jurisdiction has been issued that prevents the issuance of
the Notes or the Guarantees or prevents or suspends the sale of the Initial Notes or the Guarantees
in any jurisdiction contemplated in Section 6(e) hereof, (iii) every request of any securities
authority or agency of any jurisdiction for additional information concerning the Offering has been
complied with in all material respects and (iv) no order asserting that any of the transactions
contemplated by this Agreement are subject to the registration requirements of the Securities Act
has been issued and no proceeding for that purpose has commenced or is pending or, to the Company’s
knowledge, is contemplated.




          (y) There is (i) no significant unfair labor practice complaint pending against Parent or any
Subsidiary nor, to the best of the Company’s and the Guarantors’ knowledge, threatened against any
of them, before the National Labor Relations Board, any state or local labor relations board or any
foreign labor relations board, and no significant grievance or significant arbitration proceeding
arising out of or under any collective bargaining agreement is so pending against Parent or any
Subsidiary or, to the best of the Company’s and the Guarantors’ knowledge, threatened against any
of them, (ii) no significant strike, labor dispute, slowdown, or stoppage pending against Parent or
any Subsidiary nor, to the best of the Company’s and the Guarantors’ knowledge, threatened against
any of them, (iii) no labor disturbance by the employees of Parent or any Subsidiary or, to the
best of the Company’s and the Guarantors’ knowledge, no such disturbance is imminent and (iv) no
union representation question existing (to the best of Company’s and the Guarantors’ knowledge)
with respect to the employees of Parent or any Subsidiary, in each case except as could not
reasonably be expected to have a Material Adverse Effect. To the best of Company’s and the
Guarantors’ knowledge, no collective bargaining organizing activities are taking place with respect
to Parent or any Subsidiary that could reasonable be expected to have a Material Adverse Effect.
Neither Parent nor any of its Subsidiaries has violated (i) any federal, state or local law or
foreign law relating to discrimination in hiring, promotion or pay of employees or (ii) any
applicable wage or hour laws, where such violations could reasonably be expected to have a Material
Adverse Effect. 




8








 








          (z) No “prohibited transaction” (as defined in either Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to
time (the “Code”)), “accumulated funding deficiency” (as defined in Section 302 of ERISA) or other
event of the kind described in Section 4043(b) of ERISA (other than events with respect to which
the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with
respect to any employee benefit plan for which Parent or any Subsidiary would have any liability
which could (individually or in the aggregate) reasonably be expected to have a Material Adverse
Effect; each employee benefit plan for which Parent or any Subsidiary would have any liability is
in compliance in all material respects with its terms and applicable law, including (without
limitation) ERISA and the Code, except where such failure to comply could not reasonably be
expected to have a Material Adverse Effect; neither Parent nor any Subsidiary has incurred nor
expects to incur liability under Title IV of ERISA with respect to the termination of, or
withdrawal from any “pension plan” or “multi-employer plan” (as defined in Section 3(37) of ERISA)
where such liability could reasonably be expected to have a Material Adverse Effect; and each plan
for which Parent or any Subsidiary would have any liability that is intended to be qualified under
Section 401(a) of the Code is so qualified, its related trust is exempt from taxation under Section
501(a) of the Code, and nothing has occurred, whether by action or by failure to act, which could
cause the loss of such qualification where such loss of qualification could reasonably be expected
to have a Material Adverse Effect. The execution and delivery of this Agreement, the other
Offering Documents and the sale of the Securities to be purchased by Eligible Purchasers will not
involve any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of
the Internal Revenue Code of 1986. The representation made by the Company and the Guarantors in
the preceding sentence is made in reliance upon and subject to the accuracy of, and compliance
with, the representations and covenants made or deemed made by Eligible Purchasers as set forth in
the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Notice to
Investors.”




          (aa) There has been no storage, generation, transportation, handling, use, treatment,
disposal, discharge, emission, contamination, release or other activity involving any kind of
hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous
or toxic substances, chemicals or materials (“Hazardous Substances”) by, due to, on behalf of, or
caused by Parent or any Subsidiary (or, to Parent’s knowledge, any other entity for whose acts or
omissions Parent or Subsidiary is or may be liable) upon any property now or previously owned,
operated, used or leased by Parent or any Subsidiary, or upon any other property, which would be a
violation of or give rise to any liability under any applicable law, rule, regulation, order,
judgment, decree or permit, common law provision or other legally binding standard relating to
pollution or protection of human health and the environment (“Environmental Law”), except for
violations and liabilities which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. There has been no disposal, discharge, emission,
contamination or other release of any kind at, onto or from any such property or into the
environment surrounding any such property of any Hazardous Substances with respect to which Parent
or any Subsidiary has knowledge, except as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Neither Parent nor any Subsidiary has agreed to
assume, undertake or provide indemnification for any liability of any other person under any
Environmental Law, including any obligation for cleanup or remedial action, except as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There
is no pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened
administrative, regulatory or judicial action, claim or notice of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against Parent or any Subsidiary.
No property of Parent or any Subsidiary is subject to any Lien under any Environmental Law that
materially adversely affects the use for which such property is used by the Parent or any
Subsidiary.




9









 








          (bb) There is no alleged liability, or to the best of the Company’s and the Guarantors’
knowledge, potential liability (including, without limitation, alleged or potential liability or
investigatory costs, cleanup costs, governmental response costs, natural resource damages, property
damages, personal injuries or penalties) of Parent or any Subsidiary arising out of, based on or
resulting from (i) the presence or release into the environment of any Hazardous Substance (as
defined below) at any location, whether or not owned by Parent or any Subsidiary, as the case may
be or (ii) any violation or alleged violation of any Environmental Law, except for any such
presence, release or violation as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.




          (cc) Parent and each Subsidiary has and has complied with such permits, licenses, franchises
and authorizations of governmental or regulatory authorities (“permits”), including, without
limitation, under any applicable Environmental Laws, as are necessary to own, lease and operate its
respective properties and to conduct its businesses, except where the failure to have, or
non-compliance with, such permits could not reasonably be expected to have a Material Adverse
Effect.




          (dd) Parent and each Subsidiary owns or leases all such properties as are necessary to the
conduct of its business as presently operated and as proposed to be operated as described in the
Disclosure Package and the Offering Memorandum. Parent and the Subsidiaries have (i) good and
marketable title in fee simple to all real property and good and marketable title to all personal
property owned by them, in each case free and clear of any and all Liens, except for Permitted
Liens and except such as are described in the Disclosure Package and the Offering Memorandum or
such as do not (individually or in the aggregate) materially affect the value of such property or
materially interfere with the use made or proposed to be made of such property by Parent and the
Subsidiaries, and (ii) peaceful and undisturbed possession of any real property and buildings held
under lease or sublease by Parent and the Subsidiaries and such leased or subleased real property
and buildings are held by them under valid, subsisting and enforceable leases and no default exists
thereunder, (including, to the best of the Company’s and the Guarantors’ knowledge, defaults by the
landlord) with such exceptions as are not material to, and do not interfere with, the use made and
proposed to be made of such property and buildings by Parent and the Subsidiaries except (in the
case of clauses (i) and (ii) above where the failure to have such title or possession could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Parent
and the Subsidiaries have (A) all licenses, certificates, permits, authorizations, approvals,
franchises and other rights from, and have made all declarations and filings with, all federal,
state and local authorities, all self-regulatory authorities and all courts and other tribunals
(each, an “Authorization”) necessary to engage in the business conducted by any of them in the
manner described in the Disclosure Package and the Offering Memorandum and (B) no reason to believe
that any governmental body or agency is considering limiting, suspending or revoking any such
Authorization except (in the case of clauses (A) and (B) above where the failure to have such
Authorization could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. All such Authorizations are valid and in full force and effect and Parent
and each Subsidiary are in compliance in all material respects with the terms and conditions of all
such Authorizations and with the rules and regulations of the regulatory authorities having
jurisdiction with respect thereto except where such invalidity or non-compliance could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Neither Parent nor any Subsidiary has received any notice of any claim adverse to its ownership of
any real or personal property or of any claim against the continued possession of any real
property, whether owned or held under lease or sublease by Parent or any Subsidiary except where
claims could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.




          (ee) Parent and each Subsidiary (i) owns or possesses right to use all patents, patent
applications, trademarks, service marks, domain names, trade names, trademark registrations,
service mark registrations, copyrights, licenses, formulae, customer lists, and know-how and other
intellectual

10









 








property (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures, the “Intellectual Property”) necessary for the
conduct of their respective businesses as presently being conducted and as described in the
Disclosure Package and the Offering Memorandum and (ii) have no reason to believe that the conduct
of their respective businesses does or will conflict with, and have not received any notice of any
claim of conflict with, any such right of others (except for such right, or claimed right which
could not reasonably be expected to have a Material Adverse Effect). There is no infringement by
third parties of any such Intellectual Property that could reasonably be expected to have a
Material Adverse Effect; there is no pending or, to the Company’s and the Guarantors’ knowledge,
threatened action, suit, proceeding or claim by others challenging the rights in or to any such
Intellectual Property of Parent or any Subsidiary, and the Company and the Guarantors are unaware
of any facts which would form a reasonable basis for any such claim; and there is no pending or, to
the Company’s and the Guarantors’ knowledge, threatened action, suit, proceeding or claim by others
that Parent or any Subsidiary infringes or otherwise violates any patent, trademark, copyright,
trade secret or other proprietary rights of others, and the Company and the Guarantors are unaware
of any other fact which would form a reasonable basis for any such claim, in each case except for
such actions, suits, proceedings or claims that could not reasonably be expected to have a Material
Adverse Effect.




          (ff) Parent and each Subsidiary has accurately prepared in all material respects and timely
filed all federal, state, foreign and other tax returns that are required to be filed by it and has
paid or made provision (to the extent required by U.S. GAAP) for the payment of all taxes,
assessments, governmental or other similar charges, including without limitation, all sales and use
taxes and all taxes which Parent or any Subsidiary is obligated to withhold from amounts owing to
employees, creditors and third parties, with respect to the periods covered by such tax returns
(whether or not such amounts are shown as due on any tax return), except where the failure to file
or pay could not reasonably be expected to have a Material Adverse Effect. No deficiency
assessment with respect to a proposed adjustment of Parent or any Subsidiary’s federal, state,
local or foreign taxes is pending or, to the best of the Company’s and the Guarantors’ knowledge,
threatened, that could reasonably be expected to have a Material Adverse Effect. The accruals and
reserves on the books and records of Parent and the Subsidiaries in respect of tax liabilities for
any taxable period not finally determined are adequate (in accordance with U.S. GAAP) to meet any
assessments and related liabilities for any such period and, since December 31, 2005, Parent and
the Subsidiaries have not incurred any liability for taxes other than in the ordinary course of its
business. There is no tax lien, whether imposed by any federal, state, foreign or other taxing
authority, outstanding against the assets, properties or business of Parent or any Subsidiary,
except for liens for taxes not yet due and payable or which could not reasonably be expected to
have a Material Adverse Effect.




          (gg) [Intentionally omitted].




          (hh) Parent maintains a system of internal control over financial reporting (as such term is
defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the
Exchange Act and has been designed by Parent’s principal executive officer and principal financial
officer, or under their supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP. Parent is not aware of any material weaknesses in its internal control over
financial reporting. Since the date of the latest audited financial statements included or
incorporated by reference in the Disclosure Package and the Offering Memorandum, there has been no
change in Parent’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, Parent’s internal control over financial reporting.




11









 








          (ii) Parent maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such
disclosure controls and procedures have been designed to ensure that material information relating
to Parent and its subsidiaries is made known to Parent’s principal executive officer and principal
financial officer by others within those entities; and such disclosure controls and procedures are
effective.




          (jj) Parent and the Subsidiaries maintain insurance in such amounts and covering such risks as
in Parent’s reasonable determination is adequate for the conduct of Parent’s and each Subsidiary’s
businesses and the value of Parent’s and each Subsidiary’s properties and as is customary for
companies engaged in similar businesses in similar industries, all of which insurance is in full
force and effect, except for wind storm coverage for offshore oil and gas assets and except where
the failure to maintain such insurance could not reasonably be expected to have a Material Adverse
Effect. There are no material claims by Parent or any Subsidiary under any such policy or
instrument as to which any insurance company is denying liability or defending under a reservation
of rights clause.




          (kk) [Intentionally omitted].




          (ll) [Intentionally omitted].




          (mm) Parent and each Subsidiary is not now and, after sale of the Securities as contemplated
hereunder and application of the net proceeds of such sale as described in the Disclosure Package
and the Offering Memorandum under the caption “Use of Proceeds,” will not be, required to register
as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment
Company Act”) and is not and will not after the sale of the Initial Notes be an entity “controlled”
by an “investment company” within the meaning of the Investment Company Act.




          (nn) No holder of any Relevant Security has any rights to require registration of any Relevant
Security by reason of the execution by the Company or any of the Guarantors of this Agreement or
any other Offering Document to which it is a party or the consummation by the Company or any of the
Guarantors of the transactions contemplated hereby and thereby, or as part or on account of, or
otherwise in connection with the Offering and any of the other transactions contemplated by the
Offering Documents.




          (oo) None of Parent nor any Subsidiary, or any affiliate of the Parent (within the meaning of
Rule 144 under the Securities Act) has (i) taken, directly or indirectly, any action which
constitutes or is designed to cause or result in, or which could reasonably be expected to
constitute, cause or result in, the stabilization or manipulation of the price of any security of
Parent or any of its Subsidiaries to facilitate the sale or resale of the Notes or (ii) since the
date of the Preliminary Offering Memorandum (A) sold, bid for, purchased or paid any person any
compensation for soliciting purchases of the Notes or (B) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of Parent or any of its
Subsidiaries.




          (pp) None of Parent nor any Guarantor or any Subsidiary or any of their respective affiliates
(as defined in Rule 501(b) of Regulation D under the Securities Act) or representatives directly,
or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated
in respect of any “security” (as defined in the Securities Act) which is or could be integrated
with the sale of the Notes in a manner that would require the registration under the Securities Act
of the Notes or (ii) engaged in any form of general solicitation or general advertising (as those
terms are used in Regulation D under the Securities Act) in connection with the offer and sale of
the Securities or in connection with Exempt Resales of the Securities, or in any manner involving a
public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of
the Initial Purchasers’ representations and warranties set

12









 








forth in Section 3 hereof, neither (i) the offer and sale of the Initial Notes and the
Guarantees to the Initial Purchasers in the manner contemplated by this Agreement, the Disclosure
Package and the Offering Memorandum nor (ii) the Exempt Resales requires registration under the
Securities Act and prior to the effectiveness of any Registration Statement, the Indenture does not
require qualification under the Trust Indenture Act. No securities of the same class as the Notes
have been issued and sold by Parent or any Subsidiary within the six-month period immediately prior
to the date hereof.




          (qq) The historical and as adjusted financial information and statements, including the notes
thereto, and the supporting schedules included or incorporated by reference in the Disclosure
Package and the Offering Memorandum present fairly the financial position as of the dates indicated
and the cash flows and results of operations for the periods specified of Parent and its
consolidated subsidiaries; except as otherwise stated in the Disclosure Package and the Offering
Memorandum, said financial statements have been prepared in conformity with U.S. GAAP applied on a
consistent basis throughout the periods involved; and the supporting schedules included in the
Disclosure Package and the Offering Memorandum present fairly the information required to be stated
therein. The other financial and statistical information included or incorporated by reference in
the Disclosure Package and the Offering Memorandum derived from the historical and as adjusted
financial information and statements, present fairly the information included therein and have been
prepared on a basis consistent with that of the financial statements, historical and as adjusted
financial information and statements, that are included or incorporated by reference in
the Disclosure Package and the Offering Memorandum and the books and records of the respective
entities presented therein and, to the extent such information is a range, projection or estimate,
is based on the good faith belief and estimates of the management of Parent and the Subsidiaries.
The financial information included in the Incorporated Documents, including the information under
Item 1 (“Business”), Item 7 (“Management’s Discussion and Analysis of Financial Condition and
Results of Operations”) and Item 7A (“Quantitative and Qualitative Disclosures About Market Risk”)
in Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 10-K”) has been
derived from Parent’s consolidated financial statements included in the Incorporated Documents or
from Parent’s accounting books and records generally.




          (rr) KPMG LLP, who has certified or will certify the financial statements and supporting
schedules and information of Parent and its Subsidiaries included or to be included as part of the
Disclosure Package and the Offering Memorandum, is an independent registered public accounting firm
as required by the Securities Act and the Exchange Act.




          (ss) The
information provided by Parent to DeGolyer and MacNaughton
(“D&M”) in connection with
D&M’s creation of the “Appraisal Report as of December 31, 2005 on Certain Properties owned by SPN
Resources, LLC” (the “Report”) was prepared in good faith by or on behalf of the Parent and was
complete and correct in all material respects on the date that such information was supplied; and
nothing has come to the attention of the Company or Parent that causes either to believe that the
factual information provided by Parent to D&M in connection with the Report was, as of the date of
the Report, inaccurate in any material respect.




          (tt) The statistical, industry-related and market-related data included in the Disclosure
Package and the Offering Memorandum are based on or derived from sources which the Company and each
of the Guarantors reasonably and in good faith believe are reliable and accurate.




          (uu) Each of (i) the Preliminary Offering Memorandum as of its date, (ii) the Disclosure
Package as of the Applicable Time, (iii) the Offering Memorandum as of its date and as of the
Closing Date and (iv) each amendment or supplement to any of the documents referenced in (i), (ii)
or (iii), in each case, as of its date, contains the information specified in, and meets the
requirements of, Rule 144A(d)(4) under the Securities Act.




13








 








          (vv) [Intentionally omitted].




          (ww) [Intentionally omitted].




          (xx) [Intentionally omitted].




          (yy) None of the execution, delivery and performance of this Agreement, the issuance and sale
of the Securities, the application of the proceeds from the issuance and sale of the Securities and
the consummation of the transactions contemplated thereby as set forth in the Disclosure Package
and the Offering Memorandum, will violate Regulations T, U or X promulgated by the Board of
Governors of the Federal Reserve System, in each case as in effect, or as the same may hereafter be
in effect, on the Closing Date.




          (zz) Neither the Company nor any Guarantor that qualifies as a “significant subsidiary” under
Regulation S-X of the Exchange Act is, nor will any of them be, after giving effect to the
execution, delivery and performance of the Offering Documents and the consummation of the
transactions contemplated thereby, (i) left with unreasonably small capital with which to carry on
their respective businesses as proposed to be conducted, (ii) unable to pay their debts (contingent
or otherwise) as they mature or (iii) insolvent. The fair value and present fair saleable value of
the assets of the Company and each Guarantor that qualifies as a “significant subsidiary” under
Regulation S-X of the Exchange Act exceeds the amount that will be required to be paid on or in
respect of its existing debts and other liabilities (including contingent liabilities) as they
become absolute and matured. The assets of the Company and each Guarantor that qualifies as a
“significant subsidiary” under Regulation S-X of the Exchange Act do not constitute unreasonably
small capital to carry out its business as conducted or as proposed to be conducted. Immediately
after the consummation of the Offering, (i) the fair value and present fair saleable value of the
assets of the Company and each Guarantor that qualifies as a “significant subsidiary” under
Regulation S-X of the Exchange Act will exceed the sum of their stated liabilities and identified
contingent liabilities as they become absolute and matured and (ii) the assets of the Company and
each Guarantor that qualifies as a “significant subsidiary” under Regulation S-X of the Exchange
Act will not constitute unreasonably small capital to carry out its business as now conducted,
including the capital needs of the Company and such Guarantor, taking into account the projected
capital requirements and capital availability.




          (aaa) Except pursuant to this Agreement, there are no contracts, agreements or understandings
between or among Parent and the Subsidiaries, and any other person that would give rise to a valid
claim against Parent or any Subsidiary or the Initial Purchasers for a brokerage commission,
finder’s fee or like payment in connection with the issuance, purchase and sale of the Notes and
the Guarantees.




          (bbb) Except as described in the Disclosure Package and the Offering Memorandum, none of the
Parent or any of the Subsidiaries is in default under any of the Offering Documents or any of the
contracts described in the Disclosure Package and the Offering Memorandum, has received a notice or
claim of any such default or has knowledge of any breach of such contracts by the other party or
parties thereto, except such defaults or breaches as would not, individually or in the aggregate,
have a Material Adverse Effect.




          (ccc) Parent is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act and files reports with the Commission on the EDGAR System. Parent’s common stock (the “Common
Stock”) is registered pursuant to Section 12(b) of the Exchange Act and the outstanding shares of
Common Stock are listed on the New York Stock Exchange, and Parent has taken no action designed to,
or likely to have the effect of, terminating the registration of the Common Stock under the

14









 








Exchange Act or de-listing the Common Stock from the New York Stock Exchange, nor has the
Parent received any notification that the Commission or the New York Stock Exchange is
contemplating terminating such registration or listing.




          (ddd) [Intentionally omitted].




          (eee) [Intentionally omitted].




          (fff) [Intentionally omitted].




          (ggg) Except as disclosed in the Disclosure Package and the Offering Memorandum, there are no
outstanding guarantees or other contingent obligations of Parent or any Subsidiary that could
reasonably be expected to have a Material Adverse Effect.




          (hhh) [Intentionally omitted].




          (iii) Neither Parent nor any Subsidiary has distributed and, prior to the later to occur of
(i) the Closing Date and (ii) completion of the distribution of the Securities, will not distribute
any material in connection with the offering and sale of the Securities other than the Disclosure
Package, the Offering Memorandum or other material, if any, not prohibited by the Securities Act
and the Financial Services and Markets Act 2000 of the United Kingdom (“FSMA”) (or regulations
promulgated under the Securities Act or the FMSA) and approved by the Initial Purchasers, such
approval not to be unreasonably withheld or delayed.




          (jjj) The Company, the Guarantors and their respective affiliates and all persons acting on
their behalf (other than the Initial Purchaser, as to whom the Company and the Guarantors make no
representation) have complied with and will comply with the offering restrictions requirements of
Regulation S in connection with the offering of the Initial Notes outside the United States and, in
connection therewith, the Disclosure Package and the Offering Memorandum will contain the
disclosure required by Rule 902(g)(2).




          (kkk) [Intentionally omitted].




          (lll) Since the date of the filing of the Parent’s Annual Report on Form 10-K for the year
ended December 31, 2005, Parent’s auditors and the audit committee of the board of directors of
Parent have not been advised of (i) any significant deficiencies in the design or operation of
internal controls which could adversely affect Parent’s ability to record, process, summarize and
report financial data nor any material weaknesses in internal controls or (ii) any fraud, whether
or not material, that involves senior management or other key employees who have a significant role
in Parent’s internal controls.




          Any certificate signed by or on behalf of the Company or any Guarantor and delivered to the
Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation
and warranty by the Company or such Guarantor, as the case may be, to the Initial Purchasers as to
the matters covered thereby.




          Each of the Company and the Guarantors acknowledge that the Initial Purchasers and, for
purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 10 hereof,
counsel for the Company and the Guarantors and counsel for the Initial Purchasers, will rely upon
the accuracy and truth of the foregoing representations and hereby consent to such reliance.





15










 







     3. Representations and Warranties of the Initial Purchasers. Each of the Initial
Purchasers, severally and not jointly, represents, warrants and covenants to the Company and the
Guarantors and agrees that:



          (a) Such Initial Purchaser is a QIB, with such knowledge and experience in financial and
business matters as are necessary in order to evaluate the merits and risks of an investment in the
Initial Notes.




          (b) Such Initial Purchaser is not acquiring the Initial Notes with a view to any distribution
thereof that would violate the Securities Act or the securities laws of any state of the United
States or any other applicable jurisdiction.




          (c) No form of general solicitation or general advertising (within the meaning of Regulation D
under the Securities Act) has been or will be used by such Initial Purchaser or any of its
representatives in connection with the offer and sale of any of the Initial Notes, including, but
not limited to, articles, notices or other communications published in any newspaper, magazine, or
similar medium or broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.




          (d) Such Initial Purchaser agrees that, in connection with the Exempt Resales, it will solicit
offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to,
Eligible Purchasers. Such Initial Purchaser further (i) agrees that it will offer to sell the
Initial Notes only to, and will solicit offers to buy the Initial Notes only from (A) persons that
the Initial Purchaser reasonably believes are QIBs, and (B) Reg S Investors, (ii)
acknowledges and agrees that, in the case of such QIBs and such Reg S Investors, that such Initial
Notes will not have been registered under the Securities Act and may be resold, pledged or
otherwise transferred only (A)(1) to a person whom the seller reasonably believes is a QIB
purchasing for its own account or for the account of a QIB for which such person is acting as a
fiduciary or agent, in a transaction meeting the requirements of Rule 144A, (2) in an offshore
transaction (as defined in Rule 902 under the Securities Act) meeting the requirements of Rule 904
under the Securities Act, (3) in a transaction meeting the requirements of Rule 144, (4) to an
“accredited investor” (as referred to in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
that, prior to such transfer, furnishes the Trustee a signed letter containing certain
representations and agreements relating to the registration of transfer of such Initial Notes (the
form of which can be obtained from the Trustee) and, if such transfer is in respect of an aggregate
principal amount of Initial Notes of less than $250,000, an opinion of counsel acceptable to the
Company and the Guarantors that such transfer is in compliance with the Securities Act or (5) in
accordance with another exemption from the registration requirements of the Securities Act (and
based upon an opinion of counsel, if the Company and the Guarantors so request), (B) to Parent or
any Subsidiary or (C) pursuant to an effective registration statement under the Securities Act and,
in each case, in accordance with any applicable securities laws of any state of the United States
or any other applicable jurisdiction and (iii) acknowledges that it will, and each subsequent
holder will be required to, notify any purchaser of the security evidenced thereby of the resale
restrictions set forth in (ii) above.




          (e) Such Initial Purchaser and its affiliates or any person acting on its or their behalf has
not engaged or will not engage in any directed selling efforts within the meaning of Regulation S
with respect to the Initial Notes or the Guarantees thereof.




          (f) The Initial Notes offered and sold by such Initial Purchaser pursuant hereto in reliance
on Regulation S have been and will be offered and sold only in offshore transactions.




16









 








          (g) The sale of Initial Notes offered and sold by such Initial Purchaser pursuant hereto in
reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of
the Securities Act.




          (h) Such Initial Purchaser has not distributed nor, prior to the later to occur of (i) the
Closing Date and (ii) completion of the distribution of the Initial Notes, will distribute any
material in connection with the offering and sale of the Initial Notes other than the Disclosure
Package, the Offering Memorandum or other material, if any, not prohibited by the Securities Act
and the FSMA (or regulations promulgated under the Securities Act or the FMSA) and approved by the
Company, such approval not to be unreasonably withheld or delayed, it being understood that the
Company hereby approves of the distribution by the Initial Purchasers of one or more Bloomberg
screens containing pricing and other customary information with respect to the Notes; provided,
that such information is consistent with the Disclosure Package and the Offering Memorandum.




          (i) Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell
the Initial Notes in the United States or to, or for the benefit or account of, a U.S. Person
(other than a distributor), in each case, as defined in Rule 902 under the Securities Act (i) as
part of its distribution at any time and (ii) otherwise until 40 days after the later of the
commencement of the offering of the Initial Notes pursuant hereto and the Closing Date, other than
in accordance with Regulation S of the Securities Act or another exemption from the registration
requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day
distribution compliance period, it will not cause any advertisement with respect to the Initial
Notes (including any “tombstone” advertisement) to be published in any newspaper or periodical or
posted in any public place and will not issue any circular relating to the Initial Notes, except
such advertisements as are permitted by and include the statements required by Regulation S.




          (j) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Initial Notes
by it to any distributor, dealer or person receiving a selling concession, fee or other
remuneration during the 40-day distribution compliance period referred to in Rule 903(c)(2) under
the Securities Act, it will send to such distributor, dealer or person receiving a selling
concession, fee or other remuneration a confirmation or notice to substantially the following
effect:




          “The Initial Notes covered hereby have not been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”), and may not be offered and sold within the United States
or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time
or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing
Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A
or to Accredited Institutions in transactions that are exempt from the registration requirements of
the Securities Act), and in connection with any subsequent sale by you of the Initial Notes covered
hereby in reliance on Regulation S during the period referred to above to any distributor, dealer
or person receiving a selling concession, fee or other remuneration, you must deliver a notice to
substantially the foregoing effect. Terms used above have the meanings assigned to them in
Regulation S.”




          The Initial Purchasers acknowledge that the Company and the Guarantors and, for purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Section 10 hereof, counsel for
the Company and the Guarantors and counsel for the Initial Purchasers will rely upon the accuracy
and truth of the foregoing representations and hereby consents to such reliance.




     4. Purchase, Sale and Delivery.



          (a) On the basis of the representations, warranties, covenants and agreements contained in
this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell




17









 




to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to
purchase from the Company, the principal amount of Initial Notes set forth opposite the name of
such Initial Purchaser on Exhibit C attached hereto. The purchase price for the Initial
Notes will be $964.89 per $1,000 principal amount of Initial Notes.




          (b) On the Closing Date, the Company shall deliver to the Initial Purchasers, in such
denomination or denominations and registered in such name or names as the Initial Purchasers
requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more
Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The
Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate
principal amount of the Initial Notes sold pursuant to Exempt Resales to QIBs (the “Global Note”).
Such delivery of and payment for the Initial Notes shall be made at the offices of Latham & Watkins
LLP, 885 Third Avenue, Suite 1000, New York, NY 10022 or such other location as may be mutually
acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on May 22,
2006 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The
time and date of such delivery and payment are herein called the “Closing Date.” The Global Note
shall be made available to the Initial Purchasers for inspection not later than 5:00 p.m., New York
City time, on the business day immediately preceding the Closing Date.




     5. Offering by Initial Purchasers. The Initial Purchasers propose to make an offering
of the Securities at the price and upon the terms set forth in the Offering Memorandum as soon as
practicable after this Agreement is entered into and as, in the judgment of the Initial Purchasers,
is advisable.



     6. Agreements of the Company and the Guarantors. Each of the Company and the
Guarantors, jointly and severally, covenants and agrees with the Initial Purchasers that:



          (a) The Company and the Guarantors shall advise the Initial Purchasers promptly and, if
requested by the Initial Purchasers, confirm such advice in writing, (i) of the issuance by any
state securities commission or other regulatory authority of any stop order or order suspending the
qualification or exemption from qualification of any Notes or the related Guarantees for offering
or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any state
securities commission or other regulatory authority and (ii) of the happening of any event that
makes any statement of a material fact made in the Disclosure Package or the Offering Memorandum
untrue or that requires the making of any additions to or changes in the Disclosure Package or the
Offering Memorandum in order to make the Disclosure Package or the Offering Memorandum not
misleading in the light of the circumstances existing at the time it is delivered to an Eligible
Purchaser. The Company and the Guarantors shall use their commercially reasonable efforts to
prevent the issuance of any stop order or order suspending the qualification or exemption from
qualification of any Notes or the related Guarantees under any state securities or blue sky laws
and, if at any time any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of any Notes or the related
Guarantees under any state securities or blue sky laws, the Company and the Guarantors shall use
their commercially reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.




          (b) The Company and the Guarantors shall, without charge, provide to the Initial Purchasers
and to counsel to the Initial Purchasers, and to those persons identified by the Initial Purchasers
to the Company as many copies of the Preliminary Offering Memorandum and the Offering Memorandum,
including all documents incorporated therein by reference, and any amendments or supplements
thereto, as the Initial Purchasers may reasonably request. The Company and the Guarantors consent
to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any




18









 




amendments and supplements thereto required pursuant hereto, by the Initial Purchasers in
connection with Exempt Resales.




          (c) Neither the Company nor any Guarantor will amend or supplement the Disclosure Package or
the Offering Memorandum or any amendment or supplement thereto during such period as, in the
opinion of counsel for the Initial Purchasers, the Disclosure Package or the Offering Memorandum is
required by law to be delivered in connection with Exempt Resales and in connection with
market-making activities of the Initial Purchasers for so long as any Initial Notes are outstanding
unless the Initial Purchasers shall previously have been advised thereof and furnished a copy for a
reasonable period of time prior to the proposed amendment or supplement and as to which the Initial
Purchasers shall not have given its consent. The Company and the Guarantors shall promptly, upon
the request of the Initial Purchasers or counsel to the Initial Purchasers, make any amendment or
supplement to the Disclosure Package or the Offering Memorandum that may be necessary or advisable
in connection with such Exempt Resales or such market making activities.




          (d) If, during the period referred to in Section 6(c) above, any event shall occur as a result
of which, it is necessary or advisable, in the opinion of counsel for the Initial Purchasers, to
amend or supplement the Disclosure Package or the Offering Memorandum in order to make such
Disclosure Package or Offering Memorandum not misleading in the light of the circumstances existing
at the time it is delivered to an Eligible Purchaser, or if for any other reason it shall be
necessary or advisable to amend or supplement the Disclosure Package or the Offering Memorandum to
comply with applicable laws, rules or regulations, the Company and the Guarantors shall (subject to
Section 6(c) hereof) forthwith amend or supplement such Disclosure Package or Offering Memorandum
at its own expense so that, as so amended or supplemented, such Disclosure Package or Offering
Memorandum will not include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading or so that such Disclosure Package
or Offering Memorandum will comply with all applicable laws, rules or regulations.




          (e) The Company and the Guarantors shall cooperate with the Initial Purchasers and counsel for
the Initial Purchasers in connection with the qualification or registration of the Initial Notes
and the Guarantees thereof for offering and sale under the securities or blue sky laws of such
jurisdictions as the Initial Purchasers may designate and shall continue such qualifications in
effect for as long as may be necessary to complete the Exempt Resales; provided, however, that in
connection therewith neither the Company nor any Guarantor shall be required to qualify as a
foreign entity where it is not now so qualified or to execute a general consent to service of
process in any jurisdiction or to take any other action that would subject it to general service of
process or to taxation in respect of doing business in any jurisdiction in which it is not
otherwise subject.




          (f) If this Agreement shall terminate or shall be terminated after execution because of any
failure or refusal on the part of the Company or any Guarantor to comply with the terms or fulfill
any of the conditions of this Agreement, the Company and the Guarantors jointly and severally agree
to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and
expenses of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection
herewith.




          (g) The Company shall apply the net proceeds from the sale of the Initial Notes in the manner
set forth under “Use of Proceeds” in the Disclosure Package and the Offering Memorandum.




          (h) The Company and the Guarantors shall not voluntarily claim, and shall actively resist any
attempts to claim, the benefit of any usury laws against the holders of any Notes.




19









 








          (i) The Company and the Guarantors shall do and perform all things required or necessary to be
done and performed under this Agreement prior to or after the Closing Date and to satisfy all
conditions precedent to the delivery of the Initial Notes and the Guarantees thereof.




          (j) None of the Company, the Guarantors or any of their respective “affiliates” (as defined in
Rule 144 under the Securities Act) will sell, offer for sale, solicit offers to buy or otherwise
negotiate in respect of any “security” (as defined in the Securities Act) that could be integrated
with the sale of the Initial Notes in a manner that would require the registration under the
Securities Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Initial
Notes or to take any other action that would result in the Exempt Resales not being exempt from
registration under the Securities Act.




          (k) [Intentionally omitted].




          (l) [Intentionally omitted].




          (m) The Company and the Guarantors shall comply with all of the agreements set forth in the
representation letters to DTC relating to the approval of the Notes by DTC for “book-entry”
transfer.




          (n) The Company and the Guarantors shall (i) permit the Notes to be included for quotation on
The PORTALSM Market and (ii) permit the Notes to be eligible for clearance and
settlement through DTC.




          (o) [Intentionally omitted].




          (p) [Intentionally omitted].




          (q) The Company and the Guarantors shall not take, directly or indirectly, any action which
constitutes or is designed to cause or result in, or which could reasonably be expected to
constitute, cause or result in, the stabilization or manipulation of the price of any security of
the Company or any Guarantor to facilitate the sale or resale of the Notes, or take any action
prohibited by Regulation M under the Exchange Act, in connection with the distribution of the
Securities and the Exchange Securities contemplated hereby. Except as permitted by the Securities
Act, neither the Company nor any Guarantor will distribute any (i) preliminary offering memorandum,
including, without limitation, the Preliminary Offering Memorandum, (ii) offering memorandum,
including, without limitation, the Offering Memorandum or (iii) other offering material in
connection with the offering and sale of the Securities.




          (r) For so long as the Notes constitute “restricted” securities within the meaning of Rule
144(a)(3) under the Securities Act, the Company and the Guarantors shall not, and shall not permit
any Subsidiary to, (i) solicit any offer to buy or offer to sell the Notes by means of any form of
general solicitation or general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation
S with respect to the Initial Notes or the Guarantees thereof.




          (s) During the period from the Closing Date until two years after the Closing Date, without
the prior written consent of the Initial Purchasers, the Company and the Guarantors shall not, and
shall not permit any of their respective “affiliates” (as defined in Rule 144 under the Securities
Act) to, resell any of the Securities or the Exchange Securities that constitute “restricted
securities” under Rule 144 that have been reacquired by any of them.




20









 








          (t) Prior to the Closing Date, the Company and the Guarantors shall not, and shall not permit
any of their respective “affiliates” (as defined in Rule 144 under the Securities Act) to issue any
press release or other communications, directly or indirectly, or hold any press conference with
respect to the issuance of the Initial Notes, Parent or any Subsidiary, the properties, business,
results of operations, condition (financial or otherwise), affairs or prospects of Parent or any
Subsidiary, without the prior consent of the Initial Purchasers, such consent not to be
unreasonably withheld or delayed.




          (u) Without the prior consent of the Initial Purchasers, the Company and the Guarantors shall
not, and shall not permit any of their respective “affiliates” (as defined in Rule 144 under the
Securities Act) to make any offer relating to the Initial Notes that would constitute a “free
writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under
the Securities Act) as defined in Rule 405 under the Securities Act (a “Free Writing Offering
Document”); any such Free Writing Offering Document the use of which has been consented to by the
Initial Purchasers is listed on Schedule III hereto; if at any time following issuance of a
Free Writing Offering Document any event occurred or occurs as a result of which such Free Writing
Offering Document would conflict with the information in the Preliminary Offering Memorandum or the
Offering Memorandum or would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of the circumstances then
prevailing, not misleading, the Company will give prompt notice thereof to the Initial Purchasers
and, if requested by the Initial Purchasers, will prepare and furnish without charge to the Initial
Purchasers a Free Writing Offering Document or other document which will correct such conflict,
statement or omission.




     7. Expenses. Whether or not the transactions contemplated by this Agreement are
consummated or this Agreement becomes effective or is terminated (pursuant to Section 13 hereof or
otherwise), the Company and the Guarantors hereby agree to pay all costs and expenses incident to
the performance of their obligations hereunder, including the following: (i) the negotiation,
preparation, printing, typing, filing, reproduction, execution and delivery of this Agreement and
of the other Offering Documents, any amendment or supplement to or modification of any of the
foregoing and any and all other documents furnished pursuant hereto or thereto or in connection
herewith or therewith and with the Exempt Resales; (ii) the preparation, printing or reproduction
of each Preliminary Offering Memorandum, the Offering Memorandum (including, without limitation,
financial statements) and all amendments and supplements to any of them; (iii) the issuance,
transfer and delivery of the Initial Notes and the Guarantees endorsed thereon to the Initial
Purchasers; (iv) the registration or qualification of the Notes and the related Guarantees for
offer and sale under the securities or blue sky laws of the several states (including, without
limitation, filing fees, the cost of printing and mailing a preliminary and final blue sky
memorandum, and the reasonable fees and disbursements of counsel to the Initial Purchasers relating
to such registration or qualification); (v) the delivery (including postage, air freight charges
and charges for counting and packaging) of such copies of each Preliminary Offering Memorandum, the
Offering Memorandum and all amendments or supplements to any of them as may be requested for use in
connection with the offering and sale of the Notes and the Exempt Resales; (vi) the preparation,
printing, authentication, issuance and delivery of certificates for the Notes, including any stamp
taxes in connection with the original issuance and sale of the Notes and Trustee’s fees; (vii) the
fees, disbursements and expenses of the Company’s and the Guarantors’ counsel (including local and
special counsel, if any) and accountants; (viii) the reproduction and delivery of this Agreement
and the other Offering Documents, the preliminary and supplemental blue sky memoranda and all
other agreements of documents reproduced and delivered in connection with the offering of the
Notes; (ix) all fees and expenses (including fees and expenses of counsel) of the Company and the
Guarantors in connection with the approval of the Notes by DTC for “book-entry” transfer; (x) any
fees charged by investment rating agencies for the rating of the Notes; (xi) the fees and expenses
of the Trustee and its counsel; (xii) all expenses incurred in connection with the performance by
the Company and the Guarantors of their other obligations under this Agreement and the other
Offering Documents; (xiii) the transportation and other “roadshow” expenses incurred by or



21









 







on behalf of the Company representatives in connection with presentations to and related
communications with prospective purchasers of the Notes; and (xiv) all expenses and listing fees
incurred in connection with the application for quotation of the Notes on The PORTALSM
Market.



     8. Indemnification.



          (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) the Initial Purchasers, (ii) each person, if any, who controls the Initial Purchasers
within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and
(iii) the respective officers, directors, partners, employees, representatives and agents of the
Initial Purchasers or any controlling person, from and against any and all losses, liabilities,
claims, damages and expenses whatsoever as incurred (including, but not limited to, attorneys’ fees
and any and all expenses whatsoever incurred in investigating, preparing or defending against any
investigation or litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or several, to which they or any of
them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in
(A) the Disclosure Package, any Free Writing Offering Document or the Offering Memorandum (in each
case, including the documents incorporated by reference therein), or in any supplement thereto or
amendment thereof or (B) in any other materials or information provided to investors by, or with
the written approval of, the Company in connection with the Offering, including any road show or
investor presentations made to investors by the Company (whether in person or electronically)
(“Marketing Materials”) or (ii) the omission or alleged omission to state in the Disclosure
Package, any Free Writing Offering Document or the Offering Memorandum (in each case, including the
documents incorporated by reference therein), or in any supplement thereto or amendment thereof, or
in any Marketing Materials, a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that neither the Company nor any Guarantor
will be liable in any such case to the extent, but only to the extent, that any such loss,
liability, claim, damage or expense arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information relating to the Initial Purchasers furnished to the Company and
the Guarantors by or on behalf of the Initial Purchasers expressly for use therein. The parties
acknowledge and agree that such information provided by or on behalf of the Initial Purchasers
consists solely of the material identified in Section 11 hereof. This indemnity agreement will be
in addition to any liability that the Company and the Guarantors may otherwise have, including, but
not limited to, under this Agreement.




          (b) Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless
(i) the Company and the Guarantors, (ii) each person, if any, who controls the Company or any of
the Guarantors within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act and (iii) the respective officers, directors, partners, employees, representatives and
agents of the Company, the Guarantors and any controlling person, from and against any and all
losses, liabilities, claims, damages and expenses whatsoever as incurred (including, but not
limited to, attorneys’ fees and any and all expenses whatsoever incurred in investigating,
preparing or defending against any investigation or litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Disclosure Package, any Free Writing Offering Document or the
Offering Memorandum, or in any amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case to the extent,




22









 




but only to the extent, that any such loss, liability, claim, damage or expense arises out of
or is based upon any untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information relating to such Initial
Purchaser furnished to the Company and the Guarantors by or on behalf of such Initial Purchaser
expressly for use therein. The parties acknowledge and agree that such information provided by or
on behalf of such Initial Purchaser consists solely of the material identified in Section 11
hereof. This indemnity will be in addition to any liability that such Initial Purchaser may
otherwise have, including under this Agreement.




          (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice
of any claims or the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify each
party against whom indemnification is to be sought in writing of the claim or the commencement
thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying
party from any liability that the indemnifying party may have under this Section 8 to the extent
that it is not materially prejudiced as a result thereof or otherwise has notice of any such action
and its obligation to indemnify hereunder). In case any such claim or action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate, at its own expense in the defense of such
action, and to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that
counsel to the indemnifying party shall not (except with the written consent of the indemnified
party) also be counsel to the indemnified party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to employ its or their own counsel in any such case, but the
fees and expenses of such counsel shall be at the expense of such indemnified party or parties
unless (i) the employment of such counsel shall have been authorized in writing by one of the
indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties
shall not have employed counsel to take charge of the defense of such action within a reasonable
time after notice of commencement of the action, (iii) the indemnifying party does not diligently
defend the action after assumption of the defense or (iv) such indemnified party or parties shall
have reasonably concluded that there may be defenses available to it or them that are different
from or additional to those available to one or all of the indemnifying parties (in which case the
indemnifying party or parties shall not have the right to direct the defense of such action on
behalf of the indemnified party or parties), in any of which events such fees and expenses of
counsel shall be borne by the indemnifying parties. No indemnifying party shall, without the prior
written consent of the indemnified parties, effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened claim, investigation, action or
proceeding in respect of which indemnity or contribution may be or could have been sought by an
indemnified party under this Section 8 or Section 9 hereof (whether or not the indemnified party is
an actual or potential party thereto), unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such claim,
investigation, action or proceeding and (ii) does not include a statement as to or an admission of
fault, culpability or any failure to act, by or on behalf of the indemnified party.




     9. Contribution. In order to provide for contribution in circumstances in which the
indemnification provided for in Section 8 hereof is for any reason held to be unavailable from any
indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company
and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall
contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature
contemplated by such indemnification provision (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claims asserted, but after deducting in the case of losses, claims, damages,
liabilities and expenses suffered by the Company or any Guarantor, any contribution received by the
Company and the Guarantors from persons, other than the



23









 







Initial Purchasers, who may also be liable for contribution, including persons who control the
Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act) as incurred to which the Company, the Guarantors and the Initial
Purchasers may be subject, in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, from the Offering or, if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers,
on the other hand, in connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the Offering (net of discounts and commissions but before deducting expenses)
received by the Company and the Guarantors bear to (y) the discounts and commissions received by
the Initial Purchasers. The relative fault of the Company and the Guarantors, on the one hand, and
of the Initial Purchasers, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company, any
Guarantor or the Initial Purchasers and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company, the
Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers
were treated as one entity for such purpose) or by any other method of allocation that does not
take into account the equitable considerations referred to above in this Section 9. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 9 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any judicial, regulatory or other legal or
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions
of this Section 9, (i) in no case shall the Initial Purchasers be required to contribute any amount
in excess of the amount by which the discounts and commissions applicable to the Initial Notes
purchased by the Initial Purchasers pursuant to this Agreement exceeds the amount of damages that
the Initial Purchasers has otherwise been required to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section
9, (A)(1) each person, if any, who controls the Initial Purchasers within the meaning of Section 15
of the Securities Act or Section 20(a) of the Exchange Act and (2) the respective officers,
directors, partners, employees, representatives and agents of the Initial Purchasers or any
controlling person shall have the same rights to contribution as the Initial Purchasers and (B)(1)
each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act and (2) the respective officers, directors,
partners, employees, representatives and agents of the Company and the Guarantors shall have the
same rights to contribution as the Company and the Guarantors, subject in each case to clauses (i)
and (ii) of this Section 9. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in respect of which a
claim for contribution may be made against another party or parties under this Section 9, notify
such party or parties from whom contribution may be sought, but the failure to so notify such party
or parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 9 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its prior written consent,
provided that such written consent was not unreasonably withheld. The obligations of the Initial
Purchasers to contribute pursuant to this Section 9 are several in proportion to the respective
principal amount of Initial Notes to be purchased by each of the Initial Purchasers hereunder and
not joint.



24









 





     10. Conditions of Initial Purchasers’ Obligations. The obligations of the Initial
Purchasers to purchase and pay for the Initial Notes, as provided herein, are subject to the
absence from any certificates, opinions, written statements or letters furnished to the Initial
Purchasers pursuant to this Section 10 of any material misstatement or omissions and to the
satisfaction of the following additional conditions unless waived in writing by the Initial
Purchasers:



          (a) All of the representations and warranties of the Company and the Guarantors contained in
this Agreement shall be true and correct on the date hereof and on the Closing Date with the same
force and effect as if made on and as of the date hereof and the Closing Date, respectively. The
Company and each Guarantor shall have performed or complied with all of the agreements and
satisfied all conditions on their respective parts to be performed, complied with or satisfied
hereunder at or prior to the Closing Date.




          (b) The Offering Memorandum shall have been printed and copies distributed to the Initial
Purchasers not later than 10:00 a.m., New York City time, on the day following the date of this
Agreement or at such later date and time as to which the Initial Purchasers may agree.




          (c) No stop order suspending the qualification or exemption from qualification of the Initial
Notes or the Guarantees thereof in any jurisdiction referred to in Section 6(e) hereof shall have
been issued and no proceeding for that purpose shall have been commenced or shall be pending or
threatened.




          (d) None of the issuance and sale of the Securities pursuant to this Agreement or any of the
transactions contemplated by any of the other Offering Documents shall be enjoined (temporarily or
permanently) and no restraining order or other injunctive order shall have been issued; and there
shall not have been any legal action, statute, order, rule, regulation, decree or other
administrative proceeding enacted, instituted, adopted, issued or threatened against the Company,
the Guarantors, or against the Initial Purchasers relating to the issuance of the Securities or the
Initial Purchasers’ activities in connection therewith or any other transactions contemplated by
this Agreement or the Offering Memorandum, or the other Offering Documents. No action, suit or
proceeding shall have been commenced and be pending against or affecting or, to the best of the
Company’s and the Guarantors’ knowledge, threatened against, Parent or any Subsidiary before any
court or arbitrator or any governmental body, agency or official that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect; and no stop order shall have
been issued preventing the use of the Preliminary Offering Memorandum, any Free Writing Document,
the Offering Memorandum, or any amendment or supplement thereto.




          (e) Since the respective dates as of which information is given in the Disclosure Package
(exclusive of any amendment or supplement thereto) and the Offering Memorandum, (i) there shall not
have occurred any change in or affecting the general affairs, management, business, financial
condition, properties, prospects, results of operations, capital stock, or long-term debt, or a
material increase in the short-term debt, of Parent or any of the Subsidiaries, not contemplated by
the Disclosure Package and the Offering Memorandum that is, in the good faith judgment of the
Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed
with the offering, sale and delivery of the Securities on the terms and in the manner contemplated
by the Offering Documents, (ii) no dividend or distribution of any kind shall have been declared,
paid or made by Parent or any of the Subsidiaries on any class of its capital stock, other than as
disclosed in the Disclosure Package and the Offering Memorandum, (iii) none of Parent nor any of
the Subsidiaries shall have incurred any liability or obligation, direct or contingent, that is
material, individually or in the aggregate, to Parent or the Subsidiaries, taken as a whole, and
that is required to be disclosed on a balance sheet or notes thereto in accordance with U.S. GAAP
and is not disclosed on the latest balance sheet or notes thereto included in




25









 




the Disclosure Package and the Offering Memorandum and (iv) there shall not have occurred any
event or development relating to or involving Parent or any of the Subsidiaries, or any of their
respective officers or directors that makes any statement made in the Disclosure Package or the
Offering Memorandum untrue or that, in the opinion of the Company, the Guarantors and their counsel
or the Initial Purchasers and its counsel, require the making of any addition to or change in the
Disclosure Package or the Offering Memorandum in order to state a material fact required by any
applicable law, rule or regulation to be stated therein or necessary in order to make the
statements made therein not misleading.




          (f) At the Closing Date and after giving effect to the consummation of the transactions
contemplated by the Offering Documents, there exists no Default or Event of Default (as defined in
the Indenture).




          (g) The Initial Purchasers shall have received certificates, dated the Closing Date, signed by
the person signing this Agreement on behalf of the Company and each Guarantor, in form and
substance reasonably satisfactory to the Initial Purchasers, confirming, as of the Closing Date,
the matters set forth in paragraphs (a), (b), (c), (d) and (e) of this Section 10 and that, as of
the Closing Date, the obligations of the Company and the Guarantor to be performed hereunder on or
prior thereto have been duly performed.




          (h) The Initial Purchasers shall have received on the Closing Date:





     (i) an opinion, dated the Closing Date, in form and substance satisfactory to
the Initial Purchasers and Latham & Watkins LLP, counsel for the Initial Purchasers,
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, LLP, counsel for the
Company and the Guarantors, to the effect set forth in Exhibit D hereto.




     (ii) an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers, of Latham & Watkins LLP, counsel for the
Initial Purchasers, relating to this Agreement and such other related matters as the
Initial Purchasers may require.



          (i) KPMG LLP, the independent registered public accounting firm for the Company and the
Guarantors, shall deliver to the Initial Purchasers three customary “comfort” letters addressed to
the Initial Purchasers and in form and substance reasonably satisfactory to the Initial Purchasers
and Latham & Watkins LLP, counsel for the Initial Purchasers, with respect to the financial
statements and certain financial information of Parent and the Subsidiaries contained in the
Preliminary Offering Memorandum and the Offering Memorandum and/or incorporated therein by
reference as follows: (i) with respect to the Preliminary Offering Memorandum on the date of the
Offering Memorandum, (ii) with respect to the Offering Memorandum on the date of the Offering
Memorandum and (iii) with respect to the Offering Memorandum on the Closing Date.




          (j) D&M shall deliver to the Initial Purchasers and Latham & Watkins LLP, counsel to the
Initial Purchasers, a letter addressed to the Initial Purchasers, in form and substance
satisfactory to the Initial Purchasers and Latham & Watkins LLP, counsel to the Initial Purchasers,
certifying the accuracy of the Estimates contained in the Preliminary Offering Memorandum and
Offering Memorandum and/or incorporated therein by reference as follows: (i) with respect to the
Disclosure Package on the date of this Agreement and (iii) with respect to the Offering Memorandum
on the Closing Date.




          (k) The Initial Purchasers and Latham & Watkins LLP, counsel to the Initial Purchasers, shall
have been furnished with such information, certificates and documents, in addition to




26









 




those set forth above, as they may reasonably require for the purpose of enabling them to
review or pass upon the matters referred to in this Section 10 and in order to evidence the
accuracy, completeness or satisfaction in all material respects of any of the representations,
warranties or conditions herein contained.




          (l) The Company, the Guarantors and the Trustee shall have entered into the Indenture and the
Initial Purchasers shall have received counterparts, conformed as executed, thereof and the Initial
Notes and the Guarantees thereof shall have been duly executed and delivered by the Company and the
Guarantors, and the Initial Notes shall have been duly authenticated by the Trustee.




          (m) The Company, the Guarantors and the Initial Purchasers shall have entered into the
Registration Rights Agreement and the Initial Purchasers shall have received counterparts,
conformed as executed, thereof, and such agreement shall be in full force and effect.




          (n) On or after the date hereof (i) there shall not have occurred any downgrading, suspension
or withdrawal of, nor shall there have been any public announcement of any potential or intended
downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review)
for a possible downgrading, or with negative implications, or direction not determined of, any
rating of the Company or any Guarantor or any securities of the Company or any Guarantor
(including, without limitation, the placing of any of the foregoing ratings on credit watch with
negative or developing implications or under review with an uncertain direction) by any “nationally
recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have
been given of any potential or intended change, in the outlook for any rating of the Company or any
Guarantor or any securities of the Company or any Guarantor by any such rating organization and
(iii) no such rating organization shall have given notice that it has assigned (or is considering
assigning) a lower rating to the Notes than that on which the Notes were marketed.




          (o) The Notes shall have been approved for trading on The PORTALSM Market.




          (p) Each of the Offering Documents and each other agreement or instrument executed in
connection with the transactions contemplated thereby shall be reasonably satisfactory in form and
substance to the Initial Purchasers and shall have been executed and delivered by all the
respective parties thereto and shall be in full force and effect, and there shall have been no
material amendments, alterations, modifications or waivers of any provision thereof since the date
of this Agreement.




          (q) All proceedings taken in connection with the issuance of the Initial Notes and the
transactions contemplated by this Agreement, the other Offering Documents and all documents and
papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to
the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have
received copies of such papers and documents as they may reasonably request in connection
therewith, all in form and substance reasonably satisfactory to them.




          (r) All opinions, certificates, letters, schedules, documents or instruments required by this
Section 10 to be delivered by the Company and the Guarantors will be in compliance with the
provisions hereof only if they are reasonably satisfactory in form and substance to the Initial
Purchasers and counsel to the Initial Purchasers. The Company and the Guarantors shall furnish the
Initial Purchasers such conformed copies of such opinions, certificates, letters, schedules,
documents and instruments in such quantities as the Initial Purchasers shall reasonably request.




27









 








     11. Initial Purchasers’s Information. The Company and the Guarantors acknowledge that
the statements with respect to the offering of the Initial Notes set forth in the fourth and eighth
paragraphs and the fifth sentence of the seventh paragraph under the heading “Plan of Distribution”
in the Preliminary Offering Memorandum and the Offering Memorandum constitute the only written
information relating to the Initial Purchasers furnished to the Company and the Guarantors by or on
behalf of the Initial Purchasers expressly for use in the Preliminary Offering Memorandum, the
Disclosure Package and the Offering Memorandum, for purposes of Sections 2(a), 8(a) and 8(b)
hereof.



     12. Survival of Representations and Agreements. The respective representations,
warranties, covenants, agreements, indemnities and other statements of the Company and the
Guarantors, their respective officers and the Initial Purchasers set forth in this Agreement or
made by or on behalf of them, respectively pursuant to this Agreement shall remain operative and in
full force and effect regardless of (i) any investigation made by or on behalf of the Company, the
Guarantors, any of their respective officers of directors, the Initial Purchasers or any
controlling person referred to in Sections 8 and 9 hereof and (ii) delivery of and payment for the
Initial Notes to and by the Initial Purchasers, and shall be binding upon and shall inure to the
benefit of, any successors, assigns, heirs, personal representatives of the Company, the
Guarantors, the Initial Purchasers and the indemnified parties referred to in Section 8 hereof.
The respective representations, agreements, covenants, indemnities and other statements set forth
in Sections 7, 8, 9, 12 and 13 shall survive the termination of this Agreement, regardless of any
termination or cancellation of this Agreement.



     13. Effective Date of Agreement; Termination.



          (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof
by each of the parties hereto.




          (b) This Agreement may be terminated in the sole discretion of the Initial Purchasers by
notice to the Company from the Initial Purchasers, without liability (other than with respect to
Sections 8 and 9 hereof) on the Initial Purchasers’ part to the Company or any Guarantor in the
event that the Company or any Guarantors have failed, refused or been unable to perform or satisfy
all conditions on their respective parts to be performed or satisfied hereunder on or prior to the
Closing Date, any other condition to the obligations of the Initial Purchasers hereunder as
provided in Section 10 hereof is not fulfilled when and as required, or if:





     (i) in the reasonable judgment of the Initial Purchasers, any material adverse
change shall have occurred since the respective dates as of which information is
given in the Disclosure Package in the financial condition, business, properties,
assets, liabilities, net worth, results of operations or cash flows of the Company
and its subsidiaries, taken as a whole, other than as set forth in the Disclosure
Package and the Offering Memorandum;




     (ii) any domestic or international event or act or occurrence has materially
disrupted, or in the good faith judgment of the Initial Purchasers will in the
immediate future materially disrupt, the market for the Company’s or any Guarantor’s
securities or for securities in general;




     (iii) trading in the common stock of Parent on the New York Stock Exchange or
trading in securities generally on the New York Stock Exchange or the Nasdaq
National Market shall have been suspended or made subject to material limitations,
or minimum or maximum prices for trading shall have been fixed, or maximum ranges
for prices for securities shall have been required, on the New York Stock Exchange
or the



28









 






Nasdaq National Market, or by order of the Commission or other regulatory body
or governmental authority having jurisdiction;




     (iv) a banking moratorium has been declared by any state or federal authority
or any material disruption in commercial banking or securities settlement or
clearance services shall have occurred;




     (v) (A) there shall have occurred any outbreak or escalation of hostilities or
acts of terrorism involving the United States or there is a declaration of a
national emergency or war by the United States, or (B) there shall have been any
other calamity or crisis or any change in political, financial or economic
conditions if the effect of any such event in (A) or (B), in the Initial Purchasers’
good faith judgment, makes it inadvisable or impracticable to proceed with the
offering, sale and delivery of the Securities, on the terms and in the manner
contemplated hereby and in the Disclosure Package and the Offering Memorandum; or




     (vi) any debt securities of the Company or any Guarantor shall have been
downgraded or placed on any “watch list” for possible downgrading by any “nationally
recognized statistical rating organization” as defined for purposes of Rule 436(g)
under the Securities Act.



          (c) Any notice of termination pursuant to this Section 13 shall be by telephone or facsimile
and, in either case, confirmed in writing by letter.




          (d) If this Agreement shall be terminated pursuant to the provisions of Section 13(b)(ii)-(v),
neither the Company nor the Guarantors shall have any liability to any Initial Purchaser except as
provided in Section 8; but if this Agreement shall be terminated pursuant to any of the other
provisions of this Agreement or the sale of the Initial Notes provided for herein is not
consummated because any condition to the obligations of the Initial Purchasers set forth herein is
not satisfied or because of any refusal, inability or failure on the part of the Company or any
Guarantor to perform any agreement herein or comply with any provision hereof, the Company and the
Guarantors will, subject to demand by the Initial Purchasers, reimburse the Initial Purchasers for
all out-of-pocket expenses (including the fees and expenses of the Initial Purchasers’ counsel),
incurred by the Initial Purchasers in connection herewith.




          (e) If on the Closing Date any one or more of the Initial Purchasers shall fail or refuse to
purchase the Initial Notes that it or they have agreed to purchase hereunder on such date and the
aggregate principal amount of the Initial Notes that such defaulting Initial Purchaser or Initial
Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one tenth
of the aggregate principal amount of the Initial Notes to be purchased on such date by all Initial
Purchasers, each non defaulting Initial Purchaser shall be obligated severally, in the proportion
that the principal amount of the Initial Notes set forth opposite its name in Exhibit C
bears to the aggregate principal amount of the Initial Notes that all the non defaulting Initial
Purchasers, as the case may be, have agreed to purchase, or in such other proportion as Bear,
Stearns & Co. Inc. may specify, to purchase the Initial Notes which such defaulting Initial
Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on
such date; provided that in no event shall the aggregate principal amount of the Initial Notes that
any Initial Purchaser has agreed to purchase pursuant to Section 4 hereof be increased pursuant to
this Section 13 by an amount in excess of one ninth of such principal amount of the Initial Notes
without the written consent of such Initial Purchaser. If on the Closing Date any Initial
Purchaser or Initial Purchasers shall fail or refuse to purchase the Initial Notes and the
aggregate principal amount of the Initial Notes with respect to which such default occurs is more
than one tenth of the aggregate principal




29









 




amount of the Initial Notes to be purchased by all Initial Purchasers and arrangements
satisfactory to the Initial Purchasers and the Company for purchase of such Initial Notes are not
made within 48 hours after such default, this Agreement will terminate without liability on the
part of any non defaulting Initial Purchaser and the Company, except that the provisions of
Sections 8 and 9 hereof shall at all times be effective and shall survive such termination. In any
such case that does not result in termination of this Agreement, either Bear, Stearns & Co. Inc. or
the Company shall have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Offering Memorandum or any other
documents or arrangements may be effected. Any action taken under this paragraph shall not relieve
any defaulting Initial Purchaser from liability in respect of any default of any such Initial
Purchaser under this Agreement.




     14. Notices. All communications hereunder shall be in writing and, if sent to the
Initial Purchasers, shall be hand-delivered, mailed by first-class mail, couriered by next-day air
courier or faxed and confirmed in writing to the Initial Purchasers c/o Bear, Stearns & Co. Inc.,
383 Madison Avenue, New York, New York 10179, Attention: High Yield Capital Markets, and with a
copy to Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, NY 10022, Attention: Marc D.
Jaffe, Esq. If sent to the Company and the Guarantors, all communications hereunder shall be
mailed, delivered, couriered or faxed and confirmed in writing to SESI, L.L.C., c/o Superior Energy
Services, Inc., 1105 Peters Road, Harvey, LA 70058, Attention: Robert S. Taylor, and with a copy to
Jones, Walker, Waechter, Poitevent, Carrère & Denègre, LLP, 201 St. Charles Avenue, 51st
Floor, New Orleans, LA 70170, Attention: William B. Masters, Esq.



     15. Successors. This Agreement shall inure to the benefit of, and shall be binding
upon, the Initial Purchasers, the Company, the Guarantors and their respective successors, legal
representatives and assigns, and nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy or claim under or
in respect of, or by virtue of, this Agreement or any provision herein contained; this Agreement
and all conditions and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i) the indemnities of
the Company and the Guarantors contained in Section 8 hereof shall also be for the benefit of the
controlling persons and agents referred to in Sections 8 and 9 hereof and (ii) the indemnities of
the Initial Purchasers contained in Section 8 hereof shall also be for the benefit of the directors
of the Company and the Guarantors, and their respective officers, employees and agents and any
controlling person or persons referred to in Sections 8 and 9 hereof. No purchaser of Initial
Notes from the Initial Purchasers will be deemed a successor, legal representative or assign
because of such purchase.



     16. No Waiver; Modifications in Writing. No failure or delay on the part of the
Company, any Guarantor or the Initial Purchasers in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to the Company, any Guarantor or the Initial Purchasers at law or in
equity or otherwise. No waiver of or consent to any departure by the Company, any Guarantor or the
Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing
by the party entitled to the benefit thereof; provided that notice of any such waiver shall
be given to each party hereto as set forth above. Except as otherwise provided herein, no
amendment, modification or termination of any provision of this Agreement shall be effective unless
signed in writing by or on behalf of the Company, each Guarantor and the Initial Purchasers. Any
amendment, supplement or modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by the Company, the Guarantors or the
Initial Purchasers from the terms of any provision of this Agreement shall be effective only in the
specific instance and for the specific purpose for which made or given.



30









 




Except where notice is specifically required by this Agreement, no notice to or demand on the
Company or any Guarantor in any case shall entitle the Company or any Guarantor to any other or
further notice or demand in similar or other circumstances.




     17. Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto and supersedes all prior agreements, understandings and arrangements, oral or
written, among the parties hereto with respect to the subject matter hereof.



     18. Applicable Law. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS
AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT.



     19. Contractual Relationship. The Company and the Guarantors hereby acknowledge and
agree that (a) the purchase and sale of the Initial Notes pursuant to this Agreement is an
arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and
the Initial Purchasers, on the other, (b) each Initial Purchaser is acting solely as a principal
and not as the agent or fiduciary of the Company or the Guarantors with respect to the sale of the
Initial Notes contemplated hereby, (c) each Initial Purchaser has not assumed an advisory or
fiduciary responsibility in favor of the Company or the Guarantors with respect to the sale of the
Initial Notes contemplated hereby (irrespective of whether the Initial Purchasers have advised or
are currently advising the Company or the Guarantors on other matters) and (d) the Company and the
Guarantors have consulted their own legal and financial advisors to the extent they deem
appropriate. The Company and the Guarantors agree that they will not claim that the Initial
Purchasers have rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty, to the Company or the Guarantors in connection with the sale of the Initial Notes
contemplated hereby or the process leading thereto. The Company and the Guarantors and the Initial
Purchasers agree that they are each responsible for making their own independent judgments with
respect to the transactions contemplated by this Agreement or any matters leading up to such
transactions, and that any opinions or views expressed by the Initial Purchasers to the Company or
the Guarantors regarding such transactions, including but not limited to any opinions or views with
respect to the price or market for the Company’s securities, do not constitute advice or
recommendations to the Company or the Guarantors.



     20. Partial Unenforceability. The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any
other Section, paragraph or provision hereof.



     21. Headings. The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.



     22. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
transmission shall constitute valid and sufficient delivery thereof.



[Signature Pages Follow]




31









 








     If the foregoing correctly sets forth the understanding among the Initial Purchasers, the
Company and the Guarantors please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among us.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	SESI, L.L.C.
	 
	 	 	 	 
	 

	 	By:
	 	Superior Energy Services, Inc.,
	 

	 	 	 	its sole member
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 

	 	Name:
	 	Robert S. Taylor
	 

	 	Title:
	 	Executive Vice President and Chief Financial Officer
	 
	 	 	 	 
	 	 	SUPERIOR ENERGY SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 

	 	Name:
	 	Robert S. Taylor
	 

	 	Title:
	 	Executive Vice President and Chief Financial Officer
	 
	 	 	 	 






32









 






	 	 	 	 	 
	 	 	1105 PETERS ROAD, L.L.C.
	 	 	BLOWOUT TOOLS, INC.
	 	 	CONCENTRIC PIPE AND TOOL RENTALS, L.L.C.
	 	 	CONNECTION TECHNOLOGY, L.L.C.
	 	 	CSI TECHNOLOGIES, LLC
	 	 	DRILLING LOGISTICS, L.L.C.
	 	 	F. & F. WIRELINE SERVICE, L.L.C.
	 	 	FASTORQ, L.L.C.
	 	 	H.B. RENTALS, L.C.
	 	 	INTERNATIONAL SNUBBING SERVICES, L.L.C.
	 	 	J.R.B. CONSULTANTS, INC.
	 	 	NON-MAGNETIC RENTAL TOOLS, L.L.C.
	 	 	PROACTIVE COMPLIANCE, L.L.C.
	 	 	PRODUCTION MANAGEMENT INDUSTRIES, L.L.C.
	 	 	SEGEN LLC
	 	 	SELIM LLC
	 	 	SEMO, L.L.C.
	 	 	SEMSE, L.L.C.
	 	 	SPN RESOURCES, LLC
	 	 	STABIL DRILL SPECIALTIES, L.L.C.
	 	 	SUB-SURFACE TOOLS, L.L.C.
	 	 	SUPERIOR CANADA HOLDING, INC.
	 	 	SUPERIOR ENERGY SERVICES, L.L.C.
	 	 	SUPERIOR INSPECTION SERVICES, INC.
	 	 	UNIVERSAL FISHING AND RENTAL TOOLS, INC.
	 	 	WILD WELL CONTROL, INC.
	 	 	WORKSTRINGS, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 

	 	Name:	 	Robert S. Taylor
	 

	 	Title:	 	Authorized Representative
	 
	 	 	 	 
	 	 	SE FINANCE LP
	 
	 	 	 	 
	 	 	By: SEGEN, LLC as
general partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 

	 	Name:	 	Robert S. Taylor
	 

	 	Title:	 	Authorized Representative






33









 





	 	 	 	 	 
	Accepted and agreed to as of	 	 
	the date first above written:	 	 
	 
	 	 	 	 
	BEAR, STEARNS & CO. INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Dominick Petrosino	 	 
	 	 	 	 	 
	Name:
	 	Dominick Petrosino	 	 
	Title:
	 	Senior Managing Director	 	 
	 
	 	 	 	 
	J.P. MORGAN SECURITIES INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Adam Bernard	 	 
	 	 	 	 	 
	Name:
	 	Adam Bernard	 	 
	Title:
	 	Vice President	 	 
	 
	 	 	 	 
	HOWARD WEIL INCORPORATED	 	 
	 
	 	 	 	 
	By:
	 	/s/ Blake G. Scanlon, Jr.	 	 
	 	 	 	 	 
	Name:
	 	Blake G. Scanlon, Jr.	 	 
	Title:
	 	Syndicate Manager	 	 
	 
	 	 	 	 
	JOHNSON RICE & COMPANY L.L.C.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Gregory L. Miner	 	 
	 	 	 	 	 
	Name:
	 	Gregory L. Miner	 	 
	Title:
	 	Partner	 	 
	 
	 	 	 	 
	PRITCHARD CAPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Thomas W. Pritchard	 	 
	 	 	 	 	 
	Name:
	 	Thomas W. Pritchard	 	 
	Title:
	 	Managing Director	 	 
	 
	 	 	 	 
	RAYMOND JAMES & ASSOCIATES, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mark Huhndorff	 	 
	 	 	 	 	 
	Name:
	 	Mark Huhndorff	 	 
	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 
	SIMMONS & COMPANY INTERNATIONAL	 	 
	 
	 	 	 	 
	By:
	 	/s/ Fred W. Charlton	 	 
	 	 	 	 	 
	Name:
	 	Fred W. Charlton	 	 
	Title:
	 	Managing Director	 	 





Schedules
and Exhibits have been intentionally omitted, and will be made
available to the Securities and Exchange Commission upon request.


34