exv10w1






Exhibit 10.1




AMENDMENT NO. 3




          AMENDMENT NO. 3 dated as of March 3, 2011 (this “Amendment”), among HERCULES OFFSHORE,
INC., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS (as defined in the
hereinafter described Credit Agreement), the ISSUING BANKS (as defined in the Credit Agreement)
executing this Amendment on the signature pages hereto, and UBS AG, STAMFORD BRANCH, as
administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as
collateral agent and instructing beneficiary under the Mortgage Trust Agreement (as defined in the
Credit Agreement) (in such capacities, the “Collateral Agent”) for the Secured Parties (as
defined in the Credit Agreement).




          The Borrower, the Subsidiary Guarantors, the Lenders, the Issuing Banks, the Administrative
Agent, the Collateral Agent and certain other parties are parties to that certain Credit Agreement
dated as of July 11, 2007 (as has been or may further be amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), providing,
subject to the terms and conditions thereof, for extensions of credit to be made by the Lenders to
the Borrower. The Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral
Agent and the Lenders and Issuing Banks party hereto wish to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as follows:




          SECTION 1. Definitions. Except as otherwise defined in this Amendment, terms defined
in the Credit Agreement are used herein as defined therein.




          SECTION 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 4 of this Amendment, but effective as of the date hereof, the Credit
Agreement shall be amended as follows:




          (a) References Generally. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.




          (b) Revolving Commitment Reduction. As of the Amendment Effective Date (as defined in
Section 4 below), the Revolving Commitments shall be reduced by $35,000,000 from
$175,000,000 to $140,000,000. Such reduction of the Revolving Commitments shall be made ratably
among the Revolving Lenders in accordance with their respective Revolving Commitments. Any
requirement to provide advance written notice of such reduction has been deemed satisfied.




          (c) Applicable Margin. The definition of “Applicable Margin” in Section 1.01 of the
Credit Agreement is hereby amended in its entirety to read as follows:





          “‘Applicable Margin’ shall mean, (a) with respect to any Eurodollar Loan, 5.50%, and
(b) with respect to any ABR Loan, 4.50%.”.






1









 








          (d) Consolidated EBITDA. The definition of “Consolidated EBITDA” in Section 1.01 of
the Credit Agreement is hereby amended as follows:




               (i) subclause (v) of clause (b) thereof is hereby amended to insert the phrase “, the Third
Amendment, the Seahawk Acquisition” immediately after the reference to “Second Amendment” therein;
and



               (ii) the last sentence of such definition is hereby amended in its entirety to read as
follows:




          “Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be
calculated on a Pro Forma Basis to give effect to any Permitted Acquisition (other than the
Acquisition and the Seahawk Acquisition) and Asset Sales (other than any dispositions in
the ordinary course of business) consummated at any time on or after the first day of the
Test Period and prior to the date of determination (including any related Incurrence and/or
repayment of Indebtedness) as if each such Permitted Acquisition (and any such related
transaction) had been effected on the first day of such period and as if each such Asset
Sale (and any such related transaction) had been consummated on the day prior to the first
day of such period.”.



          (e) Consolidated Interest Expense. The definition of “Consolidated Interest Expense”
in Section 1.01 of the Credit Agreement is hereby amended as follows:





               (i) clause (b) thereof is hereby amended to insert the phrase “, the Third Amendment”
immediately after the reference to “Second Amendment” therein; and



               (ii) the last sentence of such definition is hereby amended in its entirety to read as
follows:





      “Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect
to any Indebtedness (other than Indebtedness incurred for ordinary course working capital
needs under ordinary course revolving credit facilities) incurred, assumed or permanently
repaid or extinguished at any time on or after the first day of the Test Period and prior
to the date of determination in connection with any Permitted Acquisitions (other than the
Acquisition and the Seahawk Acquisition) and Asset Sales (other than any dispositions in
the ordinary course of business) as if such incurrence, assumption, repayment or
extinguishing had been effected on the first day of such period.”.



          (f) Permitted Acquisition. The definition of “Permitted Acquisition” in Section 1.01
of the Credit Agreement is hereby amended to:







2









 








          (A) delete subclause (ii) of clause (b) thereof in its entirety and insert the following new
clause (ii) in its place:






     “(ii) after giving effect to such transaction on a Pro Forma Basis (except that, in
connection with the Seahawk Acquisition, such calculation need not be made on a Pro Forma
Basis with respect to the operational results of the business acquired in connection with
the Seahawk Acquisition to the extent occurring prior to the consummation thereof),
Borrower shall be in compliance with all covenants set forth in Sections 6.10(a) and (b) as
of the most recent Test Period (assuming for purposes of Section 6.10, that such
transaction (including all Incurrences of Indebtedness in connection therewith), and all
other Permitted Acquisitions (other than the Seahawk Acquisition, as provided above in this
subclause (ii)) consummated since the first day of the relevant Test Period for
each of the financial covenants set forth in Section 6.10 ending on or prior to the date of
such transaction (including all Incurrences of Indebtedness in connection therewith), had
occurred on the first day of such relevant Test Period); provided that for purposes of this
subclause (ii) (other than in connection with the Seahawk Acquisition or any Permitted
Stock Acquisition), (A) the maximum Total Leverage Ratio permitted under Section 6.10
(a)(i) shall be deemed to be 0.50 to 1.00 less than the applicable ratio set forth therein
and (B) the references to “$75,000,000” and “$50,000,000” in Section 6.10 (a)(ii) shall be
deemed, in each case, to be references to “$100,000,000”;”



          (B) delete the word “and” at the end of subclause (vi) of clause (b) thereof;




          (C) replace the “.” at the end of subclause (vii) of clause (b) thereof with “; and”; and




          (D) insert a new subclause (viii) of clause (b) thereof, to read in its entirety as follows:





          “(viii) with respect to the Seahawk Acquisition, the Seahawk Acquisition Conditions
shall have been satisfied.”.



          (g) Seahawk Acquisition; Third Amendment. Section 1.01 of the Credit Agreement is
hereby amended by inserting the following definitions in proper alphabetical order:





          “‘Seahawk Acquisition’ shall mean the acquisition contemplated by the Seahawk
Acquisition Agreement.




          “‘Seahawk Acquisition Agreement’ shall mean that certain Asset Purchase Agreement
dated as of February 11, 2011, among Seahawk Drilling, Inc., Seahawk Global Holdings LLC,
Seahawk Mexico Holdings LLC, Seahawk Drilling Management LLC, Seahawk Drilling LLC, Seahawk
Offshore



3









 







Management LLC, Energy Supply International LLC and Seahawk Drilling USA, LLC, as
sellers, and SD Drilling LLC and the Borrower, as purchasers, pursuant to which the
Companies will, among other things, purchase the Seahawk Vessels.”





          “‘Seahawk Acquisition Conditions’ shall mean the following conditions:




               (a) the Seahawk Acquisition shall have been consummated on or prior to August 31,
2011, in all material respects in accordance with the Seahawk Acquisition Agreement as in
effect on February 11, 2011 (the “Execution Date”), without waiver or amendment thereto or
any consent granted thereunder (other than such waivers, amendments or consents that could
not reasonably be expected to be materially adverse to the interests of the Borrower (it
being understood that (i) any increase to the cash consideration paid (or payable) to the
sellers in connection with the Seahawk Acquisition of an amount greater than $45,000,012
shall be deemed to be materially adverse to the interests of the Borrower if, as a result
of such increase in the cash consideration, the Cash Component of the Liquidity Amount
(which Cash Component, for purposes of this clause (a), shall (x) not include the proceeds
of any Revolving Borrowings or other Indebtedness and (y) be determined based on the
assumption that all payables of the Borrower and its Subsidiaries shall have been paid in
the ordinary course of business, consistent with past practices) shall be less than $85.0
million on the date that the Seahawk Acquisition is consummated and after giving effect
thereto, and (ii) any material addition to the scope of the Assumed Liabilities (as defined
in the Seahawk Acquisition Agreement as in effect on the Execution Date), other than
additional liabilities incurred in the ordinary course of business with respect to the
Purchased Assets (as defined in the Seahawk Acquisition Agreement as in effect on the
Execution Date), shall, in each case, be deemed to be materially adverse to the interests
of the Borrower));




               (b) the Transfer Order (as defined in the Seahawk Acquisition Agreement) and any
findings of fact and conclusions of law entered in connection with the Transfer Order,
which, in each case, shall be in form and substance reasonably satisfactory to the
Administrative Agent, shall have been entered by the Bankruptcy Court (as defined in the
Seahawk Acquisition Agreement), and shall, for the avoidance of doubt, (I) be a Final Order
(as defined in the Seahawk Acquisition Agreement) as of the date the Seahawk Acquisition is
consummated and (II) include, without limitation, together with any findings of fact and
conclusions of law entered in connection with the Transfer Order, a finding and
determination that the Borrower and SD Drilling LLC (and any other Subsidiary of the
Borrower that is purchaser of the Purchased Assets) are good faith purchasers within the
meaning of 11 U.S.C. § 363(m);




               (c) the Administrative Agent shall have received an Officer’s Certificate, in form and
substance reasonably satisfactory to it, (i) certifying that the Seahawk Acquisition
complies with clauses (a) and (b) above (which shall have attached thereto reasonably
detailed back-up data and calculations showing such compliance) and (ii) attaching thereto
true, complete and correct copies (together



4









 







with all material exhibits, schedules and certificates) of the Transfer Order entered
by the Bankruptcy Court and the Seahawk Acquisition Agreement approved by the Bankruptcy
Court; and




               (d) (i) the Purchased Assets shall be acquired by a person that is, or shall
substantially concurrently with the consummation of the Seahawk Acquisition become, a
Wholly Owned Subsidiary and a Subsidiary Guarantor and (ii) such Person shall have executed
such agreements or documents and taken such actions applicable to a Domestic Subsidiary of
a Loan Party described in Section 5.11(b) on or prior to the date the Seahawk Acquisition
is so consummated.”



          “‘Seahawk Vessels’ shall mean the Vessels set forth on Schedule I to the Third
Amendment (or in a supplement thereto in form and substance reasonably satisfactory to the
Administrative Agent delivered to the Administrative Agent by the Borrower in connection
with the Seahawk Acquisition).”




          “‘Third Amendment’ shall mean that certain Amendment No. 3 to this Agreement, dated as
of March 3, 2011, among the Borrower, the Subsidiary Guarantors, the Issuing Banks
executing such Amendment No. 3 on the signature pages thereto, and UBS AG, STAMFORD BRANCH,
as the Administrative Agent, the Collateral Agent and an Issuing Bank.”




          (h) Representations and Warranties. Section 3.04(b) of the Credit Agreement is hereby
amended by deleting the reference to “March 31, 2009” therein and replacing it with a reference to
“September 30, 2010”.




          (i) Affirmative Covenants. Article V of the Credit Agreement is hereby amended by:




               (i) inserting the phrase “(exclusive of any Seahawk Vessels)” immediately after the first two
references to “Mortgaged Vessels” in Section 5.14; and



               (ii) inserting the following new Section 5.19 in the proper numerical order:




          “SECTION 5.19 Seahawk Vessels. Notwithstanding any provision to the contrary
in this Agreement, as soon as reasonably practicable after any Company acquires any Seahawk
Vessel, but in no event later than 30 days after the acquisition thereof (or such later
date that the Administrative Agent may agree in its sole discretion), (i) execute and
deliver to the Administrative Agent and the Collateral Agent a new Ship Mortgage or
amendments or supplements to an existing Ship Mortgage as the Administrative Agent or the
Collateral Agent shall deem reasonably necessary or advisable to grant to the Mortgage
Trustee, for its benefit and for the benefit of the other Secured Parties, a Lien on each
Seahawk Vessel, subject to no Liens other than Permitted Liens, (ii) take all actions
reasonably requested by the Collateral Agent or the Administrative Agent to cause



5









 






such Lien to be duly perfected to the extent required by such Ship Mortgage in accordance
with all applicable Requirements of Law, including the filing of such Ship Mortgage or
amendment or supplement to an existing Ship Mortgage in the appropriate vessel registry and
(iii) deliver such other documentation as the Administrative Agent may reasonably request
in connection with the foregoing, including, certificates, copies of searches and filings
and favorable written opinions of counsel and other items of the types required to have
been delivered pursuant to Section 4.01(o), all in form, content and scope reasonably
satisfactory to the Administrative Agent.”.



          (j) Negative Covenants. Section 6.04 of the Credit Agreement is hereby amended to
delete the reference to “$25.0 million” occurring in clause (k) thereof and inserting in its place
the phrase “$50.0 million”.




          (k) Financial Covenants. Subclause (i) of clause (a) of Section 6.10 of the Credit
Agreement is hereby amended in its entirety to read as follows:






     “(i) Permit the Total Leverage Ratio, as of the last day of any Test Period occurring
during a period set forth below, to exceed the applicable ratio set forth opposite such
period below:



	 	 	 	 	 
	 	 	Total Leverage Ratio	 	Total Leverage Ratio
	 	 	(if the Seahawk	 	(if the Seahawk
	 	 	Acquisition has been	 	Acquisition has not been
	 	 	consummated during or	 	consummated during or
	 	 	prior to the relevant	 	prior to the relevant Test
	Period	 	Test Period)	 	Period)
	 
	 	 	 	 
	October 1, 2010 — December 31,
2010

	 	7.50 to 1.00
	 	7.50 to 1.00
	January 1, 2011 — March 31, 2011

	 	7.00 to 1.00
	 	7.00 to 1.00
	April 1, 2011 — June 30, 2011

	 	6.75 to 1.00
	 	6.75 to 1.00
	July 1, 2011 — September 30, 2011

	 	7.50 to 1.00
	 	7.50 to 1.00
	October 1, 2011 — December 31, 2011

	 	7.75 to 1.00
	 	7.75 to 1.00
	January 1, 2012 — March 31, 2012

	 	7.50 to 1.00
	 	7.75 to 1.00
	April 1, 2012 — June 30, 2012

	 	7.25 to 1.00
	 	7.50 to 1.00
	July 1, 2012 — September 30, 2012

	 	6.75 to 1.00
	 	7.00 to 1.00
	October 1, 2012 — December 31, 2012

	 	6.25 to 1.00
	 	6.50 to 1.00
	January 1, 2013 — March 31, 2013

	 	6.00 to 1.00
	 	6.25 to 1.00
	April 1, 2013 and thereafter

	 	5.75 to 1.00
	 	6.00 to 1.00






6









 






     SECTION 3. Representations and Warranties. Each Loan Party represents and warrants
to the Agents, the Issuing Banks and each of the Lenders that, as of the date hereof and as of the
Amendment Effective Date (as defined below, and, with respect to the Amendment Effective Date,
after giving effect to this Amendment):



          (a) The representations and warranties of such person set forth in the Credit Agreement and
the other Loan Documents (other than Section 3.04(b) of the Credit Agreement) are true and correct
in all material respects (except that any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect” is true and correct in all respects) on and as of the
date hereof, except to the extent such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are true and correct in all
material respects as of such earlier date, and as if each reference therein to “this Agreement” or
“the Credit Agreement” (or words of similar import) included reference to this Amendment.




          (b) No Default has occurred that is continuing.




          (c) This Amendment has been duly executed and delivered by each Loan Party and constitutes a
legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.




          (d) Execution and delivery by the Loan Parties of this Amendment, and consummation of the
transactions contemplated hereby, (i) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect, (ii) will not violate the Organizational Documents of any
Company, (iii) will not violate any Requirement of Law, (iv) will not violate or result in a
default or require any consent or approval under any indenture, agreement or other instrument
binding upon any Company or its property, or give rise to a right thereunder to require any payment
to be made by any Company, except for violations, defaults or the creation of such rights that
could not reasonably be expected to result in a Material Adverse Effect, and (v) will not result in
the creation or imposition of any Lien on any property of any Company, except Liens created by the
Loan Documents and Permitted Liens.




          (e) Since September 30, 2010, there has been no event, change, circumstance or occurrence
that, individually or in the aggregate, has had or could reasonably be expected to result in a
Material Adverse Effect.




          (f) No information, report, financial statement, certificate, exhibit or schedule furnished by
or on behalf of Borrower and its Subsidiaries to the Administrative Agent or any Lender in
connection with the negotiation of this Amendment or delivered pursuant hereto (including in
connection with the Seahawk Acquisition), taken as a whole, contained or contains any material
misstatement of fact or omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances






7









 







under which they were or are made, not misleading as of the date such information is dated or
certified; provided that to the extent any such information, report, financial statement, exhibit
or schedule was based upon or constitutes a forecast or projection, the Borrower represents only
that it acted in good faith and utilized due care and assumptions believed by the Borrower to be
reasonable at the time in the preparation of such information, report, financial statement, exhibit
or schedule (it being recognized that such projections are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may differ from the
projected results, and such differences may be material); provided, further, that, with respect to
financial statements other than projected financial information, the Borrower represents only that
such financial statements present fairly in all material respects the consolidated financial
condition of the Borrower as at the dates of, and for the periods specified in, such financial
information.




          SECTION 4. Conditions Precedent. This Amendment and the amendments described herein
shall become effective as of the date first written above (such date, the “Amendment Effective
Date”) upon delivery of written notice by the Administrative Agent to the Borrower and the
Lenders that each of the following conditions precedent have been satisfied or waived (or such
other written notice specifying that the Amendment Effective Date has occurred):




          (a) Signature Pages. The Administrative Agent shall have received (i) one or more
counterparts of this Amendment, executed and delivered by the Borrower, the Subsidiary Guarantors
and the Administrative Agent and (ii) written consents to this Amendment, in the form of Annex A
hereto, duly executed and delivered by the Required Lenders.




          (b) Revolving Exposure Reduction. In the event that, after giving effect to the
reduction of the Revolving Commitments set forth in Section 2(b) of this Amendment, the sum
of the Revolving Exposures would exceed $140,000,000, the Administrative Agent shall have received
the prepayments, repayments, replacements and/or cash collateralization that would be required by
Section 2.10(b) of the Credit Agreement.




          (c) Amendment Fee. The Administrative Agent, on behalf of itself and the Lenders
executing this Amendment, shall have received the amendment fee due and payable pursuant to
Section 5(b) of this Amendment and all fees and other amounts (if any) separately agreed by
the Administrative Agent and the Borrower to be payable in connection with this Amendment.




          (d) Opinions of Counsel. The Administrative Agent shall have received, on behalf of
itself, the other Agents, the Lenders and the Issuing Bank, a customary written opinion of Baker
Botts L.L.P., counsel for the Loan Parties, (i) dated as of the Amendment Effective Date, (ii)
addressed to the Agents, the Issuing Banks and the Lenders and (iii) covering such matters relating
to this Amendment and the Loan Documents as the Administrative Agent shall reasonably request.







8









 








          (e) Costs and Expenses. The Borrower shall have paid all other fees and expenses due
and payable pursuant to Section 5(c) of this Amendment.




          (f) Desktop Appraisal. The Administrative Agent shall have received from the Borrower
a recently dated Desktop Appraisal (which Desktop Appraisal shall include the Seahawk Vessels).




          (g) Officer’s Certificate. The Administrative Agent shall have received a
certificate, in form and substance reasonably satisfactory to it, from a Financial Officer of the
Borrower, dated the Amendment Effective Date, certifying that the representations and warranties
set forth in Section 3 of this Amendment are true and correct as of the Amendment Effective
Date and attaching to such certificate true and complete copies of the Seahawk Acquisition
Agreement (and all material related documents) as of such date.




     SECTION 5. Miscellaneous. (a) This Amendment is a Loan Document executed pursuant to
the Credit Agreement and shall be construed, administered and applied in accordance with all of the
terms and provisions of the Credit Agreement. Except as herein provided, the Credit Agreement and
the other Loan Documents shall remain unchanged and in full force and effect, and each Loan Party
(i) ratifies and confirms all provisions of the Credit Agreement as amended by this Amendment and
the other Loan Documents, and (ii) ratifies and confirms that all Liens granted by such Loan Party
and all obligations of such Loan Party under the Credit Agreement as amended by this Amendment and
the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment.



          (b) Upon the satisfaction of the conditions set forth in clauses (a),
(b), (d), (f) and (g) of Section 4 of this Amendment, the
Borrower shall pay, without setoff, deduction or counterclaim, a non-refundable amendment fee to
the Administrative Agent for the account of each Lender that has duly executed and delivered a
written consent to this Amendment in the form of Annex A hereto via facsimile or email (in
portable document format (“PDF”) or similar format) to the attention of Vincenzo Lucibello
at Skadden, Arps, Slate, Meagher & Flom LLP, telecopy no. 917-777-3415, email
Vincenzo.Lucibello@skadden.com, at or prior to 12:00 p.m., New York time, on or before February 25,
2011 (as such time may be extended by the Borrower in its sole discretion) in the amount of (i) in
the case of a Revolving Lender, 25 basis points of such Lender’s Revolving Commitment (based on
Revolving Commitments of $175,000,000) and (ii) in the case of a Term Loan Lender, 25 basis points
of such Lender’s aggregate unpaid principal amount of Term Loans outstanding as of the date
thereof.




          (c) The Borrower shall pay all reasonable out-of-pocket expenses paid or incurred by the
Agents incident to this Amendment, including, without limitation, the reasonable fees and
out-of-pocket expenses of the Agent’s counsel in connection with the negotiation, preparation,
delivery and execution of this Amendment and any related documents, in each case, for which the
Borrower has received an invoice on or prior to the day immediately preceding the Amendment
Effective Date.




          (d) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed






9









 







shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this Amendment by
telecopier or other electronic means, including by PDF, shall be effective as delivery of a
manually executed counterpart of this Amendment.




          (e) This Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.




          (f) This Amendment constitutes the entire agreement and understanding among the parties hereto
relating to the subject matter hereof and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.




[remainder of page intentionally left blank; signature pages follow]









10









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Credit Agreement to be
duly executed and delivered as of the day and year first above written.



	 	 	 	 	 
	 	Hercules Offshore, Inc.

 	 
	 	By:  	/s/ Stephen M. Butz
 	 
	 	 	Name:  	Stephen M. Butz 	 
	 	 	Title:  	Senior Vice President, Chief Financial Officer and Treasurer 	 
	 


Hercules Drilling Company, LLC



Hercules Liftboat Company, LLC



Hercules Offshore Services LLC



Hercules Offshore Liftboat Company, LLC



THE Offshore Drilling Company



TODCO Mexico Inc.



Cliffs Drilling Company



TODCO Americas Inc.



TODCO International Inc.



Cliffs Drilling Trinidad L.L.C.



THE Onshore Drilling Company



Hercules Offshore Holdings, Ltd.



Hercules Offshore Middle East, Ltd.




	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Stephen M. Butz
 	 
	 	 	Name:  	Stephen M. Butz 	 
	 	 	Title:  	Treasurer 	 
	 
	 	Delta Towing Holdings, LLC



Delta Towing, LLC

 	 
	 	By:  	/s/ Renee Pitre
 	 
	 	 	Name:  	Renee Pitre 	 
	 	 	Title:  	Vice President — Finance 	 
	 




signature page to Amendment No.3







 









 








	 	 	 	 	 
	 	UBS
AG, Stamford Branch, as

Administrative Agent, as Collateral Agent and

as an Issuing Bank

 	 



	 	 	 	 	 
	 	 	 
	 	By: 	 /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director, Banking
Products Services, US 	 



	 	 	 	 	 
	 	By:  	     /s/ April Varner-Nanton
 	 
	 	 	Name:  	April Varner-Nanton 	 
	 	 	Title:  	Director, Banking Products Services, US 	 
	 




signature page to Amendment No.3