exv10w1






Exhibit 10.1




Execution Version




U.S. $300,000,000




REVOLVING CREDIT AGREEMENT

DATED AS OF

DECEMBER 9, 2008

AMONG




PRIDE INTERNATIONAL, INC.

AS BORROWER




AND




THE LENDERS NAMED HEREIN




AND




CITIBANK, N.A.

AS ADMINISTRATIVE AGENT




AND




NATIXIS

AS SYNDICATION AGENT




AND




CITIBANK, N.A.




AS ISSUING BANK




 


CO-LEAD ARRANGERS AND JOINT BOOK RUNNERS:

CITIGROUP GLOBAL MARKETS INC. AND NATIXIS




 









 








	 	 	 	 	 	 	 
	TABLE OF CONTENTS
	 
	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 

	 	ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Certain Defined Terms
	 	 	1	 
	Section 1.02.

	 	Computation of Time Periods
	 	 	21	 
	Section 1.03.

	 	Accounting Terms
	 	 	22	 
	Section 1.04.

	 	Miscellaneous
	 	 	22	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II

AMOUNT AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01.

	 	The Advances
	 	 	22	 
	Section 2.02.

	 	Making the Advances
	 	 	22	 
	Section 2.03.

	 	Fees
	 	 	24	 
	Section 2.04.

	 	Repayments of Advances
	 	 	24	 
	Section 2.05.

	 	Interest
	 	 	25	 
	Section 2.06.

	 	Additional Interest on LIBOR Advances
	 	 	26	 
	Section 2.07.

	 	Interest Rate Determination and Protection
	 	 	26	 
	Section 2.08.

	 	Conversion of Advances; Continuation
	 	 	27	 
	Section 2.09.

	 	Optional Prepayments
	 	 	28	 
	Section 2.10.

	 	Increased Costs; Capital Adequacy, Etc
	 	 	28	 
	Section 2.11.

	 	Illegality and Defaulting Lenders
	 	 	29	 
	Section 2.12.

	 	Payments and Computations
	 	 	30	 
	Section 2.13.

	 	Taxes
	 	 	31	 
	Section 2.14.

	 	Sharing of Payments, Etc
	 	 	33	 
	Section 2.15.

	 	Ratable Reduction or Termination of the Commitments; Effect of Termination
	 	 	34	 
	Section 2.16.

	 	Increase of Commitments; Additional Lenders
	 	 	34	 
	Section 2.17.

	 	Replacement of Lender
	 	 	35	 
	Section 2.18.

	 	Certificates of Lenders
	 	 	36	 
	Section 2.19.

	 	Letters of Credit
	 	 	36	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III

CONDITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01.

	 	Initial Conditions Precedent
	 	 	39	 
	Section 3.02.

	 	Additional Conditions Precedent to Each Advance
	 	 	40	 
	Section 3.03.

	 	Conditions Precedent to Each Letter of Credit
	 	 	41	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV

REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01.

	 	Representations and Warranties	 	 	41	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V

COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01.

	 	Affirmative Covenants
	 	 	45	 
	Section 5.02.

	 	Negative Covenants
	 	 	50	 






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	TABLE OF CONTENTS
	 
	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE VI

EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01.

	 	Events of Default	 	 	57	 
	Section 6.02.

	 	L/C Cash Collateral Accounts	 	 	60	 
	Section 6.03.

	 	Application of Amounts Received Following the Occurrence of an Event of Default
	 	 	60	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII

THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01.

	 	Authorization and Action
	 	 	62	 
	Section 7.02.

	 	Administrative Agent’s Reliance, Etc
	 	 	62	 
	Section 7.03.

	 	Administrative Agent and Its Affiliates
	 	 	63	 
	Section 7.04.

	 	Lender Credit Decision
	 	 	63	 
	Section 7.05.

	 	Certain Rights of the Administrative Agent
	 	 	64	 
	Section 7.06.

	 	Holders
	 	 	64	 
	Section 7.07.

	 	Indemnification
	 	 	64	 
	Section 7.08.

	 	Resignation by the Administrative Agent
	 	 	65	 
	Section 7.09.

	 	Issuing Banks’ Reliance, Etc
	 	 	66	 
	Section 7.10.

	 	No Other Duties, etc
	 	 	67	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII

MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01.

	 	Amendments, Etc
	 	 	67	 
	Section 8.02.

	 	Notices, Etc
	 	 	68	 
	Section 8.03.

	 	No Waiver; Remedies
	 	 	70	 
	Section 8.04.

	 	Costs, Expenses and Indemnity
	 	 	70	 
	Section 8.05.

	 	Right of Set-Off
	 	 	71	 
	Section 8.06.

	 	Assignments and Participations
	 	 	71	 
	Section 8.07.

	 	Governing Law; Entire Agreement
	 	 	74	 
	Section 8.08.

	 	Interest
	 	 	74	 
	Section 8.09.

	 	Confidentiality
	 	 	75	 
	Section 8.10.

	 	Execution in Counterparts
	 	 	76	 
	Section 8.11.

	 	Domicile of Loans
	 	 	76	 
	Section 8.12.

	 	Binding Effect
	 	 	76	 
	Section 8.13.

	 	WAIVER OF JURY TRIAL
	 	 	76	 
	Section 8.14.

	 	Severability
	 	 	76	 
	Section 8.15.

	 	FORUM SELECTION AND CONSENT TO JURISDICTION
	 	 	76	 
	Section 8.16.

	 	DAMAGES
	 	 	77	 
	Section 8.17.

	 	Patriot Act Notice
	 	 	77	 
	Section 8.18.

	 	Survival of Agreements, Representations and Warranties, Etc
	 	 	77	 






ii









 






	 	 	 	 	 	 	 
	TABLE OF CONTENTS
	 
	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SCHEDULES:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule I

	 	Applicable Lending Offices	 	 	 	 
	Schedule 4.01(r)

	 	Existing Debt	 	 	 	 
	Schedule 4.01(s)

	 	Existing Liens	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBITS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A

	 	Form of Note	 	 	 	 
	Exhibit B

	 	Form of Notice of Borrowing	 	 	 	 
	Exhibit C

	 	Form of Notice of Letter of Credit	 	 	 	 
	Exhibit D

	 	Form of Opinion of Baker Botts L.L.P., Counsel to the Borrower	 	 	 	 
	Exhibit E

	 	Form of Opinion of the General Counsel of the Borrower	 	 	 	 
	Exhibit F

	 	Form of Transfer Agreement	 	 	 	 
	Exhibit G

	 	Form of Subsidiary Guaranty	 	 	 	 
	Exhibit H

	 	Form of Joinder Agreement	 	 	 	 







iii











 





REVOLVING CREDIT AGREEMENT




     THIS REVOLVING CREDIT AGREEMENT, dated as of December 9, 2008, among PRIDE INTERNATIONAL,
INC., a Delaware corporation (the “Borrower”), the lenders from time to time parties hereto
(each a “Lender” and collectively, the “Lenders”), CITIBANK, N.A., as
administrative agent for the Lenders, NATIXIS, as syndication agent for the Lenders (in such
capacity, the “Syndication Agent”), BNP PARIBAS, BAYERISCHE HYPO-UND VEREINSBANK AG AND
WELLS FARGO BANK, N.A., as documentation agents for the Lenders (in such capacity, the
“Documentation Agents”), and CITIBANK, N.A., as issuing bank of the Letters of Credit
hereunder (together with any other Lender that agrees (in its sole discretion) to issue a Letter of
Credit hereunder, in such capacity, each an Issuing Bank).



WITNESSETH:




     WHEREAS, the Borrower has requested that the Lenders establish in its favor a revolving credit
facility in the aggregate principal amount of U.S. $300,000,000 (as such amount may increase or
decrease in accordance with the terms hereof), pursuant to which facility revolving loans would be
made to the Borrower at its election and letters of credit would be issued for the account of the
Borrower and its Subsidiaries; and



     WHEREAS, the Lenders are willing to make such revolving credit facility available to the
Borrower on the terms and subject to the conditions and requirements hereinafter set forth;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
the plural forms of the terms defined):



     “Additional Lender” shall have the meaning set forth in Section 2.16(b).



     “Administrative Agent” means Citibank, N.A. in its capacity as Administrative Agent
pursuant to Article VII and any successor in such capacity pursuant to Section 7.08.



     “Advance” means (i) a Base Rate Advance or (ii) a LIBOR Advance, as the case may be,
and “Advances” means two or more of any such Advance.



     “Affected Lender” has the meaning specified in Section 2.11.



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “controls” (including the terms “controlled by” or “under common control
with”) includes the possession, directly or indirectly, of the power to direct or cause the
direction



 









 







of the management and policies of a Person, whether through ownership of Equity Interests, by
contract or otherwise.



     “Agreement” means this Credit Agreement, as amended, supplemented or modified from
time to time.



     “Alternative Base Rate” means, for any day, the greatest of the then determinable of:



     (i) the fluctuating commercial loan rate announced by the Administrative Agent from time to
time at its New York, NY office (or other corresponding office, in the case of any successor
Administrative Agent) as its prime rate or base rate for U.S. Dollar loans in the United States of
America in effect on such day (which base rate may not be the lowest rate charged by such Lender on
loans to any of its customers);



     (ii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th
of 1%) equal to the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such day, as published
by the Federal Reserve Bank of New York on the next business day, provided that (A) if such day is
not a business day, the rate on such transactions on the immediately preceding business day as so
published on the next business day shall apply, and (B) if no such rate is published on such next
business day, the rate for such day shall be the average of the offered rates quoted to the
Administrative Agent on such day for such transactions by three (3) federal funds brokers of
recognized standing as selected by the Administrative Agent, plus (y) a percentage per annum equal
to one-half of one percent (1/2%);



     (iii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th
of 1%) equal to the LIBO Market Index Rate in effect on such day, plus (y) the Applicable
Margin; and



     (iv) in the case of Base Rate Advances made in the circumstances set forth in Sections
2.07(c), 2.07(d) and 2.11, the sum of (x) the rate per annum (rounded upwards,
if necessary, to the nearest 1/100th of 1%) equal to the Cost of Funds on such day, plus
(y) the Applicable Margin.



     Any change in the Alternative Base Rate due to a change in the prime rate, federal funds rate,
the LIBO Market Index Rate or the Cost of Funds specified in clause (i) through (iv) above, shall
be effective on the effective date of such change in the prime rate, federal funds rate, LIBO
Market Index Rate or Cost of Funds, as applicable.



     “Applicable Commitment Fee Rate” means, for any day, at such times as a Credit Rating
is in effect, the percentage per annum set forth below opposite the Credit Rating in effect on such
day:



	 	 	 	 	 
	Credit Rating	 	Applicable Commitment
	S&P/Moody’s	 	Fee Rate
	Level 1
	 	 	0.150	%
	BBB+/Baa1 or above
	 	 	 	 







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	Credit Rating	 	Applicable Commitment
	S&P/Moody’s	 	Fee Rate
	Level 2
	 	 	0.250	%
	BBB/Baa2
	 	 	 	 
	Level 3
	 	 	0.375	%
	BBB-/Baa3
	 	 	 	 
	Level 4
	 	 	0.500	%
	BB+/Ba1
	 	 	 	 
	Level 5
	 	 	0.625	%
	Lower than Level 4
	 	 	 	 







     For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one
Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if
only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall
apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different
levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more
levels, in which case the applicable level will be deemed to be one level above the lower of such
levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall
be effective as of the date on which such change is first announced publicly by the rating agency
making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are
established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be,
shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding
the foregoing, if the Borrower shall at any time fail to have in effect a Credit Rating, the
Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such
Credit Rating first ceases to be in effect, a corporate credit rating or a bank loan rating from
S&P and/or Moody’s (or, if neither S&P nor Moody’s issues such types of ratings or ratings
comparable thereto, from another nationally recognized rating agency approved by each of the
Borrower and the Administrative Agent), and from and after the date on which such corporate credit
rating or bank loan rating is obtained until such time (if any) that a Credit Rating becomes
effective again, the Applicable Commitment Fee Rate shall be based on such corporate credit or bank
loan rating or ratings in the same manner as provided herein with respect to the Credit Rating
(with Level 5 being the Applicable Commitment Fee Rate in effect from the time the Credit Rating
ceases to be in effect until the earlier of (x) the date on which any such corporate credit rating
or bank loan rating is obtained and (y) the date on which a Credit Rating becomes effective again).



     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in
the case of a LIBOR Advance.



     “Applicable Margin” means, for any day, at such times as a Credit Rating is in effect,
the percentage per annum set forth below opposite the Credit Rating in effect on such day:



	 	 	 	 	 
	Credit Rating	 	 
	S&P/Moody’s	 	Applicable Margin
	Level 1
	 	 	0.975	%
	BBB+/Baa1 or above
	 	 	 	 







-3-









 






	 	 	 	 	 
	Credit Rating	 	 
	S&P/Moody’s	 	Applicable Margin
	Level 2
	 	 	1.125	%
	BBB/Baa2
	 	 	 	 
	Level 3
	 	 	1.250	%
	BBB-/Baa3
	 	 	 	 
	Level 4
	 	 	1.500	%
	BB+/Ba1
	 	 	 	 
	Level 5
	 	 	1.875	%
	Lower than Level 4
	 	 	 	 







     For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one
Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if
only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall
apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different
levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more
levels, in which case the applicable level will be deemed to be one level above the lower of such
levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall
be effective as of the date on which such change is first announced publicly by the rating agency
making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are
established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be,
shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding
the foregoing, if the Borrower shall at any time fail to have in effect a Credit Rating, the
Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such
Credit Rating first ceases to be in effect, a corporate credit rating or a bank loan rating from
S&P and/or Moody’s (or, if neither S&P nor Moody’s issues such types of ratings or ratings
comparable thereto, from another nationally recognized rating agency approved by each of the
Borrower and the Administrative Agent), and from and after the date on which such corporate credit
rating or bank loan rating is obtained until such time (if any) that a Credit Rating becomes
effective again, the Applicable Margin shall be based on such corporate credit or bank loan rating
or ratings in the same manner as provided herein with respect to the Credit Rating (with Level 5
being the Applicable Margin in effect from the time the Credit Rating ceases to be in effect until
the earlier of (x) the date on which any such corporate credit rating or bank loan rating is
obtained and (y) the date on which a Credit Rating becomes effective again).



     “Arrangers” means Citigroup Global Markets Inc. and Natixis.



     “Bankruptcy Code” means Title 11 of the United States Code, as now or hereafter in
effect, or any successor thereto.



     “Base Rate Advance” means an Advance which bears interest as provided in Section
2.05(a) (or, if Section 2.05(c) applies, that bears interest at 2% per annum above the
rate provided in Section 2.05(a)).



     “Borrower” means Pride International, Inc., a Delaware corporation.



     “Borrowing” means (i) any extension of credit of the same Type made by the Lenders on
the same date by way of Advances having, in the case of a Borrowing comprised of LIBOR



-4-









 







Advances, a single Interest Period, including any Borrowing advanced, continued or converted,
or (ii) the issuance, increase or extension of a Letter of Credit. A Borrowing is “advanced” on
the day the Lenders advance funds comprising such Borrowing to the Borrower or a Letter of Credit
is issued, increased or extended, is “continued” (in the case of a Borrowing comprised of LIBOR
Advances) on the date a new Interest Period commences for such Borrowing, and is “converted” (in
the case of a Borrowing comprised of LIBOR Advances or Base Rate Advances) when such Borrowing is
changed from one Type of Advances to the other.



     “Business Day” means (a) any day of the year except Saturday, Sunday and any day on
which Lenders are required or authorized to close in New York City, Houston, Texas or Paris, France
and (b) if the applicable Business Day relates to any LIBOR Advances, any day which is a “Business
Day” described in clause (a) and which is also a day for trading by and between banks in the London
interbank Eurodollar market.



     “Capital Lease Obligations” means, with respect to any capital lease, all lease
obligations that under GAAP are required to be capitalized in respect of such capital lease on the
books of the lessee at the time of determination, in each case taken at the amount thereof
accounted for as indebtedness (net of interest expense) in accordance with GAAP.



     “Change in Control” means an event by which (a) any Person or group of Persons acting
in concert (as such terms are used in Rule 13d-5 under the Exchange Act), acquires directly or
indirectly 30% or more of the combined voting power of all outstanding securities of the Borrower
entitled to vote in the election of directors, other than securities having such power only by
reason of the happening of a contingency; and (b) during any period of twelve (12) consecutive
months following an event described in clause (a) of this definition, a majority of the members of
the board of directors of the Borrower ceases to be composed of individuals (i) who were members of
that board on the first day of such period, (ii) whose election or nomination to that board was
approved by individuals referred to in clause (i) above constituting at the time of such election
or nomination at least a majority of that board or (iii) whose election or nomination to that board
was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of
such election or nomination at least a majority of that board (excluding, in the case of both
clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office
as, a member of that board occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any Person or group other than a
solicitation for the election of one or more directors by or on behalf of the board of directors).



     “Code” means the Internal Revenue Code of 1986 as amended from time to time, or any
successor Federal tax code, and any reference to any statutory provision of the Code shall be
deemed to be a reference to any successor provision or provisions.



     “Collateral Account” means an interest-bearing deposit account of the Borrower (i)
with the Administrative Agent or one of its Affiliates, (ii) over which the Borrower has no
control, and (iii) in which the Administrative Agent has a first priority perfected security
interest securing the relevant Obligations.



-5-









 





     “Commitment” means, relative to any Lender, such Lender’s obligations to make Advances
and participate in Letters of Credit pursuant to Sections 2.01 and 2.19, initially
in the amount and percentage set forth opposite its signature hereto or the Transfer Agreement
pursuant to which such Lender shall have assumed its Commitment, as applicable, as such obligations
may be reduced or increased from time to time as expressly provided pursuant to this Agreement.
The initial aggregate amount of the Lenders’ Commitments is $300,000,000.



     “Commitment Increase Effective Date” has the meaning specified in Section
2.16(c).



     “Commitment Termination Date” means the earliest of (i) the Maturity Date, (ii) the
date on which the Commitments are terminated in full or reduced to zero pursuant to Section
2.15, and (iii) the occurrence of any Event of Default described in Section 6.01 (f) or
(g) or the occurrence and continuance of any other Event of Default and either (x) the
declaration of the Advances to be due and payable pursuant to Section 6.01, or (y) in the
absence of such declaration, the giving of written notice by the Administrative Agent, acting at
the direction of the Majority Lenders, to the Borrower pursuant to Section 6.01 that the
Commitments have been terminated.



     “Consolidated” refers to the consolidation of the accounts of the Borrower and its
Subsidiaries in accordance with GAAP.



     “Consolidated Debt” means all Debt of the Borrower and its Subsidiaries (other than
SPV’s) that would be reflected on a consolidated balance sheet of such Persons prepared in
accordance with GAAP.



     “Consolidated Debt to Total Tangible Capitalization Ratio” means, at any time, the
ratio of Consolidated Debt at such time to Total Tangible Capitalization at such time.



     “Consolidated EBITDA” means, for any period, the sum, determined on a consolidated
basis, of (i) revenues after operating costs and selling, general and administrative expenses (but,
for the avoidance of doubt, before taxes and interest), plus (ii) to the extent included in
such costs and expenses, (a) depreciation expense, (b) amortization expense and (c) other non-cash
expense (including, without limitation, impairment of goodwill), in each case of the Borrower and
its Subsidiaries (other than SPV’s) determined in accordance with GAAP for such period.



     “Consolidated Interest Expense” means, for any period, the consolidated cash interest
expense (excluding, for the avoidance of doubt, write-offs or amortization of deferred financing
costs) on indebtedness of the Borrower and its Subsidiaries (other than SPV’s) determined in
accordance with GAAP for such period.



     “Consolidated Tangible Net Worth” means, as of any date of determination, consolidated
shareholders equity of the Borrower and its Subsidiaries determined in accordance with GAAP
(excluding the effect on shareholders equity of cumulative foreign exchange translation
adjustments, impairment charges and the amortization of intangible assets) less the net
book amount of all assets of the Borrower and its Subsidiaries that would be classified as
intangible assets on the consolidated balance sheet of the Borrower and its Subsidiaries as of such
date prepared in accordance with GAAP. For purposes of this definition, SPV’s shall be accounted



-6-









 







for pursuant to the equity method of accounting and any mark-to-market non-cash adjustments in
respect of convertible securities shall be excluded.



     “Convert”, “Conversion” and “Converted” each refers to a conversion of
Advances of one Type into Advances of another Type, as the case may be, pursuant to Section
2.05(a), Section 2.07, Section 2.08, or Section 2.11.



     “Cost of Funds” means, on any day when the Majority Lenders (such Lenders being
referred to as the “Cost of Funds Majority Lenders”) notify the Administrative Agent that
the applicable interest rate under clause (i), (ii) or (iii) of the definition of Alternative Base
Rate will not adequately reflect the cost to such Lenders of making, funding or maintaining their
respective Base Rate Advances on such day, the weighted average of the Effective Cost for all Cost
of Funds Majority Lenders on such day, which shall be expressed as a rate of interest per annum to
be charged on each day from the date of such Base Rate Advance until paid when due. The
“Effective Cost” for each Cost of Funds Majority Lender means, for any day, the cost (as
determined by such Lender) for such Lender to obtain borrowed funds for maintaining a Base Rate
Advance on such day.



     For purposes of the foregoing calculation, the weighted average of the Effective Cost of all
Cost of Funds Majority Lenders, for any day, shall be equal to the sum of the weighted Effective
Cost for each applicable Cost of Funds Majority Lender, and each such weighted Effective Cost
shall be equal to the product of (A) the amount (expressed as a percentage) obtained (x) by
dividing (i) such Lender’s Commitment on such day by (y) the aggregate amount on such day of all
Commitments of all applicable Cost of Funds Majority Lenders, or (ii) if no Commitments exist on
such date, by dividing (x) such Lender’s Commitment immediately prior to the termination of the
Commitments by (y) the aggregate amount of all Commitments of all of the applicable Cost of Funds
Majority Lenders immediately prior to such termination and (B) such Lender’s Effective Cost for
such day.



     On each day on which the Cost of Funds Majority Lenders have notified the Administrative Agent
that the applicable interest rate under clause (i), (ii) or (iii) of the definition of Alternative
Base Rate will not adequately reflect the cost to such Lenders of making, funding or maintaining
their respective Base Rate Advances, each such Lender shall promptly provide the Administrative
Agent with the amount representing such Lender’s Effective Cost for such day, and the
Administrative Agent will, after receipt of such information from each such Lender, furnish to the
Borrower in writing the name of each such Lender and the amount representing each such Lender’s
Effective Cost for such day.



     “Cost of Funds Majority Lenders” has the meaning specified for such term in the
definition of “Cost of Funds.”



     “Credit Document” means this Agreement, each Note, each Notice of Borrowing, each
Notice of Letter of Credit, each Letter of Credit, any Subsidiary Guaranties in effect from time to
time and each other document or instrument executed and delivered in connection with this
Agreement.



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     “Credit Parties” means, collectively, the Borrower and each Guarantor, and “Credit
Party” means, individually, each such Person.



     “Credit Rating” means the debt rating (either express or implied) by S&P or Moody’s in
respect of the Borrower’s non-credit enhanced senior unsecured long-term debt.



     “Debt” means, for any Person, the following obligations of such Person, without
duplication: (i) obligations of such Person for borrowed money; (ii) obligations of such Person
representing the deferred purchase price of property or services other than accounts payable and
accrued liabilities arising in the ordinary course of business and other than amounts which are
being contested in good faith and for which reserves in conformity with GAAP have been provided;
(iii) obligations of such Person evidenced by bonds, notes, bankers acceptances, debentures or
other similar instruments of such Person or arising, whether absolute or contingent, out of drawn
letters of credit issued for such Person’s account or pursuant to such Person’s application
securing Debt; (iv) obligations of other Persons, whether or not assumed, secured by liens (other
than Permitted Liens) upon property or payable out of the proceeds or production from property now
or hereafter owned or acquired by such Person, but only to the extent of such property’s fair
market value; (v) Capital Lease Obligations of such Person; (vi) net obligations under interest
rate protection agreements that have been cancelled or otherwise terminated before their scheduled
expiration or are otherwise due and payable; and (vii) obligations of such Person pursuant to a
Guaranty of any of the foregoing of another Person; provided, however, Debt shall exclude
Non-Recourse Debt (other than Pre-Completion Guaranties). Debt of any Person shall include the
Debt of any partnership or joint venture to the extent holders of such Debt have recourse to such
Person.



     “Default” means an event which, with the giving of notice or lapse of time or both,
would constitute an Event of Default.



     “Defaulting Lender” means any Lender that (a) has failed to fund any Advance required
to be funded by it hereunder, (b) has notified the Administrative Agent in writing that it does not
intend to comply with any of its funding obligations under this Agreement or has made a public
statement to the effect that it does not intend to comply with its funding obligations under this
Agreement, or (c) (i) is insolvent or (ii) has become the subject of a bankruptcy, receivership or
insolvency or similar proceeding, or has had a receiver, conservator, trustee or custodian or
similar entity appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment.



     “Demand Loan” has the meaning specified in Section 2.19(c).



     “Documentation Agents” has the meaning specified in the first paragraph hereof.



     “Dollars” and “$” means lawful money of the United States of America.



     “Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the
Transfer Agreement pursuant to which it became a Lender or such other office of such Lender as such
Lender may from time to time specify to the Borrower and the Administrative Agent.



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     “Effective Cost” has the meaning specified in the definition of “Cost of
Funds”.



     “Effective Date” has the meaning specified in Section 3.01.



     “Eligible Assignee” means (i) any Lender, (ii) with the consent of the Issuing Banks
(which consent will not be unreasonably withheld), any Affiliate of any Lender, and (iii) with the
consent of the Administrative Agent, the Issuing Banks and, if no Event of Default has occurred and
is continuing, the Borrower (which consent will not be unreasonably withheld), any other commercial
bank or financial institution not covered by clause (i) or (ii) of this definition;
provided that neither the Borrower nor any Subsidiary or Affiliate of the Borrower shall be
an Eligible Assignee.



     “Environment” shall have the meaning set forth in 42 U.S.C. § 9601(8) as defined on
the date of this Agreement, and “Environmental” means pertaining or relating to the
Environment.



     “Environmental Law” means any law, statute, ordinance, rule, regulation, order,
decision, decree, judgment, permit, license, authorization or other agreement or Governmental
Requirement arising from, in connection with or relating to the pollution, protection or regulation
of the Environment or the protection or regulation of health or safety, whether the foregoing are
required or promulgated by any government or agency or other authority of or in the United States
(whether local, state, or federal) or any foreign country or subdivision thereof, including those
relating to the disposal, removal, remediation, production, storing, refining, handling,
transferring, processing, recycling or transporting of or exposure to any material or substance,
wherever located.



     “EPA” means the United States Environmental Protection Agency or any successor
thereto.



     “Equity Interest” means as to any Person, any capital stock, partnership interest,
joint venture interest, company interest, membership interest or other equity interest in such
Person, or any warrant, option or other right to acquire any Equity Interest in such Person.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute, together with the regulations thereunder, as in effect
from time to time.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) which is a
member of a group of which the Borrower is a member and which is under common control within the
meaning of the regulations under Section 414 of the Code.



     “ERISA Liabilities” means at any time the minimum liability with respect to Plans
which would be required to be reflected at such time as a liability on the balance sheet of the
Borrower under paragraphs 36 and 70 of Statement of Financial Accounting Standards No. 87, as such
Statement may from time to time be amended, modified or supplemented, or under any successor
statement issued in replacement thereof.



     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Federal Reserve Board, as in effect from time to time.



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     “Eurodollar Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto
or in the Transfer Agreement pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative Agent.



     “Eurodollar Rate Reserve Percentage” of any Lender for any Interest Period with
respect to any LIBOR Advance means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average of such percentages
for those days in such Interest Period during which any such percentage shall be so applicable)
under regulations issued from time to time by the Federal Reserve Board for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal reserve requirement)
for such Lender with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period.



     “Events of Default” has the meaning specified in Section 6.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any
successor statute.



     “Existing Credit Facility” means the credit facility provided under the Credit
Agreement dated as of July 7, 2004 among Pride Offshore, Inc., a Delaware corporation, the
guarantors party thereto, the lenders party thereto, Calyon New York Branch and Natexis Banques
Populaires, as issuing banks and as swingline lenders, Citicorp North America, Inc., as
administrative agent, and Citibank, N. A., as collateral agent, as amended.



     “Expiration Date” means, for any Letter of Credit, the later of (i) the Stated Expiry
Date of such Letter of Credit or such earlier date, if any, on which such Letter of Credit is
permanently cancelled in writing by the Borrower, the beneficiary thereof and each transferee, if
any, thereof, (ii) if any Extension Event referred to in clause (i) of the definition herein of
Extension Event shall occur in respect of such Letter of Credit, the date on which the Issuing Bank
shall receive an opinion from its counsel to the effect that a final and nonappealable judgment or
order has been rendered or issued either terminating the order, injunction or other process or
decree restraining the Issuing Bank from paying under such Letter of Credit or permanently
enjoining the Issuing Bank from paying under such Letter of Credit, and (iii) if any Extension
Event referred to in clause (ii) of the definition herein of Extension Event shall occur in respect
of such Letter of Credit, the date on which the Issuing Bank shall receive an opinion from its
counsel to the effect that the Issuing Bank has no further liability under such Letter of Credit.



     “Extension Event” means, in respect of any Letter of Credit, that at any time either
(i) the Issuing Bank shall have been served with or otherwise be subjected to a court order,
injunction or other process or decree restraining or seeking to restrain the Issuing Bank from
paying any amount under such Letter of Credit and either (a) there has been a drawing under such
Letter of Credit which the Issuing Bank would otherwise be obligated to pay or (b) the Stated
Expiry Date of such Letter of Credit has occurred but the right of the beneficiary or transferee to
draw under such Letter of Credit has been extended past such date in connection with the pendency
of the related court action or proceeding; or (ii) the beneficiary or transferee shall have made a
demand,



-10-









 







on or prior to the Stated Expiry Date of such Letter of Credit, to the effect that the Stated
Expiry Date be extended or that the value of such Letter of Credit be held for the account of the
beneficiary or transferee, in either case under circumstances in which the Issuing Bank may incur
liability or loss if the Issuing Bank does not comply with such demand, and either (a) the Borrower
shall have failed to authorize the Issuing Bank to so extend the Stated Expiry Date within three
banking days after the Issuing Bank shall have notified the Borrower of such demand or (b) the
Issuing Bank shall in its sole discretion decline to extend such Stated Expiry Date.



     “FCPA Investigation” means any investigation being conducted by the Borrower or its
representatives, the U.S. Department of Justice, or the U.S. Securities and Exchange Commission
into possible payments to non-U.S. government officials, whether directly or indirectly, as well as
corresponding accounting entries and internal control issues, which may violate the U.S. Foreign
Corrupt Practices Act, as is more fully described in the Borrower’s Form 10-Q filed on October 30,
2008.



     “FDIC” means the Federal Deposit Insurance Corporation, or any federal agency or
authority of the United States from time to time succeeding to its function.



     “Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal
for such day to the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or
any federal agency or authority of the United States from time to time succeeding to its function.



     “Fiscal Year” means the fiscal year of Borrower and its Subsidiaries ending on
December 31 of each calendar year. For purposes of this Agreement, any particular Fiscal Year may
be designated by reference to the calendar year in which such Fiscal Year ends.



     “Foreign Subsidiary” means each Subsidiary organized and existing under the law of a
jurisdiction other than the United States, any state or territory thereof, the District of Columbia
or any political subdivision of the United States, any state or territory thereof or the District
of Columbia.



     “GAAP” means generally accepted accounting principles from time to time in effect as
set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and the statements and pronouncements of the Financial
Accounting Standards Board or in such other statements, opinions and pronouncements by such other
entity as may be approved by a significant segment of the U.S. accounting profession. All
calculations for purposes of determining compliance with the financial covenants set forth in
Sections 5.02(a) and 5.02(b), however, shall be adjusted to reflect GAAP accounting
principles and policies consistent with those in effect on December 31, 2007.



-11-









 





     “Governmental Requirements” means all judgments, orders, writs, injunctions, decrees,
awards, laws, ordinances, statutes, regulations, rules, franchises, permits, certificates,
licenses, authorizations and the like and any other requirements of any government or any
commission, board, court, agency, instrumentality or political subdivision thereof.



     “Guarantor” means any Subsidiary of the Borrower required to execute and deliver a
Subsidiary Guaranty hereunder pursuant to Section 5.02(d)(xi), unless and until the
relevant Subsidiary Guaranty is released pursuant to Section 5.02(d)(xi).



     “Guaranty”, by any Person, means all contractual obligations (other than endorsements
in the ordinary course of business of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business) of such Person guaranteeing any Debt of any other
Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person:
(i) to purchase such Debt, or to purchase any property or assets constituting security therefor,
primarily for the purpose of assuring the owner of such Debt of the ability of the primary obligor
to make payment of such Debt; or (ii) to advance or supply funds (x) for the purchase or payment of
such Debt, or (y) to maintain working capital or other balance sheet condition, or otherwise to
advance or make available funds for the purchase or payment of such Debt, in each case primarily
for the purpose of assuring the owner of such Debt of the ability of the primary obligor to make
payment of such Debt; or (iii) to lease property, or to purchase securities or other property or
services, of the primary obligor, primarily for the purpose of assuring the owner of such Debt of
the ability of the primary obligor to make payment of such Debt; or (iv) otherwise to assure the
owner of such Debt of the primary obligor against loss in respect thereof. For computational
purposes, the amount of a Guaranty in respect of any Debt shall be deemed to be equal to the amount
that would apply if such Debt was the direct obligation of such Person rather than the primary
obligor or, if less, the maximum aggregate potential liability of such Person under the terms of
the Guaranty.



     “Hazardous Materials” means (i) any substance or material identified as a hazardous
substance pursuant to any Environmental Law, (ii) any substance or material regulated as a
hazardous or solid waste pursuant to any Environmental Law, (iii) any other material or substance
regulated under any Environmental Law and (iv) pollutants, contaminants, toxic substances,
radioactive materials, refined products, natural gas liquids, crude oil, petroleum and petroleum
products, polychlorinated biphenyls and asbestos.



     “Hedging Agreement” means any swap, collar, cap, option, any combination of the
foregoing or any other hedge relating to any commodity, interest rates, currency, gas, electricity
or other product or service.



     “Illegality Event” has the meaning specified in Section 2.11.



     “Indemnified Parties” has the meaning specified in Section 8.04(c).



     “Information” has the meaning specified in Section 8.09.



-12-









 





     “Insufficiency” means, with respect to any Plan, the amount, if any, by which the
present value of the accrued benefits under such Plan exceeds the fair market value of the assets
of such Plan allocable to such benefits.



     “Interest Coverage Ratio” means, for any period, the ratio of (i) Consolidated EBITDA
for such period to (ii) Consolidated Interest Expense for such period.



     “Interest Period” means, with respect to each LIBOR Advance, in each case comprising
part of the same Borrowing, the period commencing on the date of such Advance or the date of the
Conversion of any Advance into such Advance and ending on the last day of the period selected by
the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one, two, three or six months (or, with the consent of each Lender making a LIBOR
Advance as part of such Borrowing, any other period), in each case as the Borrower may, upon notice
received by the Administrative Agent not later than 12:00 P.M. (New York City time) on the third
Business Day prior to the first day of such Interest Period, select; provided that:



          (i) Interest Periods commencing on the same date for Advances comprising part of the same
Borrowing shall be of the same duration;



          (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided that if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day;



          (iii) any Interest Period which begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month in which such Interest
Period would have ended if there were a numerically corresponding day in such calendar month;



          (iv) no Interest Period for any Advance may end after the Maturity Date; and



          (v) the Borrower may not select any Interest Period if any Event of Default exists.



     “Issuing Bank” has the meaning specified in the first paragraph hereof.



     “Joinder Agreement” means an agreement in substantially the form of Exhibit H
signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to
be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of
each Additional Lender to become a party to this Agreement and to be bound by all the terms and
provisions hereof.



-13-









 





     “Lender Parties” means the Administrative Agent, the Issuing Banks, the Lenders and
the Arrangers.



     “Lender” has the meaning specified in the first paragraph hereof.



     “Letter of Credit” means each letter of credit issued by an Issuing Bank pursuant to
Section 2.19, as extended or otherwise modified by an Issuing Bank from time to time.



     “Letter of Credit Liabilities” means the maximum aggregate amount of all undrawn
portions of Letters of Credit (after giving effect to any step up provision or other mechanism for
increases, if any, and assuming compliance with all conditions to drawing) plus the
aggregate amount of all drawings under Letters of Credit which are unpaid.



     “L/C Cash Collateral Account” has the meaning specified in Section 6.02.



     “L/C Related Documents” has the meaning specified in Section 2.19(d).



     “LIBO Market Index Rate” means, for any day, with respect to any interest calculation
for Base Rate Advances, (a) the rate per annum (rounded upward, if not an integral multiple of
1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing at Reuters Reference LIBOR01 page (or
on any successor thereto or substitute therefor provided by Reuters, providing rate quotations
comparable to those currently provided on such page, as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time for such day (or, if such
day is not a Business Day, the immediately preceding Business Day) as the rate for dollar deposits
with a one-month maturity; (b) if for any reason the rate specified in clause (a) of this
definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or
substitute page therefor provided by Reuters), the rate per annum (rounded upward, if not an
integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing on Bloomberg
Financial Markets Service (or any successor thereto) as the London interbank offered rate for
deposits in dollars at approximately 11:00 a.m., London time for such day (or, if such day is not a
Business Day, the immediately preceding Business Day) as the rate for dollar deposits with a
one-month maturity; and (c) if the rate specified in clause (a) of this definition does not so
appear at Reuters Reference LIBOR01 page (or any successor thereto or substitute therefor provided
by Reuters) and if no rate specified in clause (b) of this definition so appears on Bloomberg
Financial Markets Service (or any successor thereto), the average (rounded upward, if not an
integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) of the respective rates per
annum at which dollar deposits are offered by the principal offices of each Reference Bank in
London, England in immediately available funds in the London interbank market at approximately
11:00 a.m., London time, for such day, with a one-month maturity and in an amount substantially
equal to such Reference Bank’s Base Rate Advances outstanding on such day; provided,
however, if a Reference Bank does not supply a quotation by such specified time, the applicable
LIBO Market Index Rate shall be determined on the basis of the quotations of the remaining
Reference Banks.



     “LIBO Rate” means, for any Interest Period for each LIBOR Advance comprising part of
the same Borrowing, (a) the rate per annum (rounded upward, if not an integral multiple of 1/100



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of 1%, to the nearest 1/100 of 1% per annum) appearing at Reuters Reference LIBOR01 page (or
on any successor thereto or substitute therefor provided by Reuters, providing rate quotations
comparable to those currently provided on such page, as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period; (b) if for any reason the rate specified in clause (a) of this
definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or
substitute page therefor provided by Reuters), the rate per annum (rounded upward, if not an
integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing on Bloomberg
Financial Markets Service (or any successor thereto) as the London interbank offered rate for
deposits in dollars at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period for a maturity comparable to such Interest Period; and (c) if
the rate specified in clause (a) of this definition does not so appear at Reuters Reference LIBOR01
page (or any successor thereto or substitute therefor provided by Reuters) and if no rate specified
in clause (b) of this definition so appears on Bloomberg Financial Markets Service (or any
successor thereto), the average (rounded upward, if not an integral multiple of 1/100 of 1%, to the
nearest 1/100 of 1% per annum) of the respective rates per annum at which dollar deposits are
offered by the principal offices of each Reference Bank in London, England in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, in an amount substantially equal to such
Reference Bank’s LIBOR Advances to be outstanding during such Interest Period and for a period
equal to such Interest Period; provided, however, if a Reference Bank does not supply a
quotation by such specified time, the applicable LIBO Market Index Rate shall be determined on the
basis of the quotations of the remaining Reference Banks.



     “LIBOR Advance” means an Advance which bears interest as provided in Section
2.05(b) (or, if Section 2.05(c) applies, that bears interest at 2% per annum above the
rate provided in Section 2.05(b)).



     “LIBOR Borrowing” means a Borrowing comprised of LIBOR Advances.



     “Lien” means any mortgage, pledge, security interest, encumbrance, lien, claim or
charge of any kind (including any production payment, advance payment or similar arrangement with
respect to minerals, any agreement to grant any Lien, any conditional sale or other title retention
agreement and the interest of a lessor under a capital lease), whether or not filed, recorded or
otherwise perfected under applicable law. For the avoidance of doubt, an agreement to refrain from
granting a Lien shall not constitute a Lien.



     “Losses” has the meaning specified in Section 8.04(c).



     “Majority Lenders” means at any time Lenders holding more than 50% of the sum of the
then aggregate unpaid principal amount of the Advances held by Lenders plus the then
existing amount of Letter of Credit Liabilities plus the then unused Commitments. For
purposes of this definition, Letter of Credit Liabilities shall be considered held by the
respective Lenders in accordance with the respective amounts of their participations therein
pursuant to Section 2.19,



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with the Lender that is the Issuing Bank holding the balance thereof after taking into account
such participations.



     “Material Adverse Effect” means a material adverse effect on (i) the business, assets,
operations, properties or condition (financial or otherwise) of the Borrower and its Subsidiaries,
taken as a whole, (ii) the ability of the Borrower and the Guarantors, taken as a whole, to perform
their obligations under the Credit Documents, (iii) the rights of or benefits or remedies available
to any Lender under the Credit Documents or (iv) the legality, validity, binding effect or
enforceability of the Credit Documents.



     “Maturity Date” means December 9, 2011.



     “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or accrued an obligation to
make contributions.



     “Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer
Plan, subject to Title IV of ERISA to which the Borrower or any ERISA Affiliate, and one or more
employers other than the Borrower or an ERISA Affiliate, is making or accruing an obligation to
make contributions or, in the event that any such plan has been terminated, to which the Borrower
or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five
plan years preceding the date of termination of such plan.



     “Non-Core Assets” means any assets of the Borrower or any of its Subsidiaries
(including equity interests in any Subsidiaries of the Borrower), the sale, transfer or other
disposition of which would not reasonably be expected to result in a Material Adverse Effect and,
in any event, includes the land rigs, the independent leg jack-up rigs and the mat-supported
jack-up rigs of the Borrower and its Subsidiaries and other assets incidental thereto or arising
therefrom.



     “Non-Recourse Debt” means, (i) with respect to any Person other than an SPV, the
obligations of such Person against which the obligee has no recourse, except (A) as to certain
named or described present or future assets or interests of such Person, (B) pursuant to
Performance Guaranties provided by the Borrower or any Subsidiary or (C) pursuant to Pre-Completion
Guaranties provided by the Borrower or any Subsidiary, and (ii) the obligations of any SPV to the
extent the obligee thereof has no recourse to the Borrower or any of its Subsidiaries, except as to
certain specified present or future assets or interests of such SPV.



     “Note” means a promissory note of the Borrower payable to the order of any Lender, in
substantially the form of Exhibit A, evidencing the aggregate indebtedness of the Borrower
to such Lender resulting from Advances owed to such Lender.



     “Notice of Borrowing” has the meaning specified in Section 2.02.



     “Notice of Letter of Credit” has the meaning specified in Section 2.19(a).



-16-









 





     “Obligations” means all obligations (liquidated, contingent or otherwise) from time to
time owed by the Borrower or any Subsidiary pursuant to, as a result of or in connection with any
of the Credit Documents, including all principal of and interest on the Advances, all obligations
to reimburse the Issuing Banks for any payment under any Letter of Credit and all obligations to
pay fees, costs, expenses, indemnities and other amounts under any Credit Document.



     “Other Taxes” has the meaning specified in Section 2.13(c).



     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56, signed
into law October 26, 2001.



     “Payment Office” means the office of the Administrative Agent located at 399 Park
Avenue, New York, New York 10043 or such other office as the Administrative Agent may designate by
written notice to the other parties hereto.



     “PBGC” means the Pension Benefit Guaranty Corporation, or any federal agency or
authority of the United States from time to time succeeding to its function.



     “Performance Guaranty” means any guaranty (other than a Pre-Completion Guaranty) by
any Person of performance (other than the payment of Debt or Non-Recourse Debt) of another Person
delivered in connection with the financing of drill ships, offshore mobile drilling units or
offshore drilling rigs of such other Person.



     “Permitted Liens” shall have the meaning set forth in Section 5.02(c).



     “Person” means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, firm or
other entity, or a government or any political subdivision or agency, department or instrumentality
thereof.



     “Plan” means an employee benefit plan (other than a Multiemployer Plan) which is (or,
in the event that any such plan has been terminated within five years after a transaction described
in Section 4069 of ERISA, was) maintained for employees of the Borrower or any ERISA Affiliate and
covered by Title IV of ERISA.



     “Pre-Completion Guaranty”, by any Person, means any guaranty of such Person
guaranteeing (a) Non-Recourse Debt incurred by another Person for the purpose of financing the
construction of, or any upgrade to, any drill ship, offshore mobile drilling unit or offshore
drilling rig of such other Person or (b) the obligations of a SPV under bareboat charters for any
drillship, offshore mobile drilling unit or offshore drilling rig owned or operated by such SPV;
provided that any such guaranty shall be deemed to be a Pre-Completion Guaranty until such
time as such guaranty is no longer in effect.



     “Prescribed Forms” shall mean such duly executed forms or statements, and in such
number of copies, which may, from time to time, be prescribed by law and which, pursuant to
applicable provisions of (a) an income tax treaty between the United States and the country of



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residence of the Lender providing the forms or statements, (b) the Code, or (c) any applicable
rule or regulation under the Code, permit the Borrower to make payments hereunder for the account
of such Lender free of deduction or withholding of income or similar taxes (except for any
deduction or withholding of income or similar taxes as a result of any change in or in the
interpretation of any such treaty, the Code or any such rule or regulation).



     “Project Finance Subsidiary” means any Subsidiary of the Borrower whose principal
purpose is to incur indebtedness or to become an owner of interests in a Person created to conduct
the business activities for which such indebtedness was incurred, and substantially all the fixed
assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in
whole or in part by such indebtedness.



     “property” or “asset” (in either case, whether or not capitalized) means any
interest in any kind of property or asset, whether real, personal or mixed, or tangible or
intangible.



     “Ratable Percentage” means, as to any Lender at any date, the amount (expressed as a
percentage) obtained (i) by dividing (a) such Lender’s Commitment at such date by (b) the aggregate
amount at such date of all Commitments of all the Lenders, or (ii) if no Commitments exist on such
date, by dividing (a) such Lender’s Commitment immediately prior to the termination of the
Commitments by (b) the aggregate amount of all Commitments of all of the Lenders immediately prior
to such termination.



     “Reference Banks” means Citibank, N.A., Natixis and BNP Paribas, or if any such Lender
assigns all of its Commitment and the Advances owing to it in accordance with Section 8.06,
such other Lender as may be designated by the Administrative Agent and approved by the Borrower
(such approval not to be unreasonably withheld).



     “Register” has the meaning specified in Section 8.06(c).



     “Regulation U” means Regulation U of the Federal Reserve Board, as the same is from
time to time in effect.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and such
Person’s, and such Person’s Affiliates, respective managers, administrators, trustees, partners,
directors, officers, employees, agents and advisors.



     “Responsible Officer” means, the Chief Executive Officer, President, Chief Financial
Officer, any Executive or Senior Vice President, or the Treasurer of the Borrower.



     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum at
such time, without duplication, of such Lender’s Ratable Percentage of (i) the aggregate principal
amount of the outstanding Advances at such time, and (ii) the aggregate outstanding Letter of
Credit Liabilities at such time.



     “Sale Leaseback Transaction” of any Person means any arrangement entered into by such
Person or any Subsidiary of such Person, directly or indirectly, whereby such Person or any
Subsidiary of such Person shall sell or transfer any property, whether now owned or hereafter
acquired, to any other Person (a “Transferee”), and whereby such first Person or any Subsidiary



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of such first Person shall then or thereafter rent or lease as lessee such property or any
part thereof or rent or lease as lessee from such Transferee or any other Person other property
which such first Person or any Subsidiary of such first Person intends to use for substantially the
same purpose or purposes as the property sold or transferred.



     “SEC” means the United States Securities and Exchange Commission, or any governmental
authority succeeding to the functions of said Commission.



     “Securities Act” means the Securities Act of 1933, as amended, and any successor
statute.



     “Significant Subsidiary” has the meaning ascribed to such term under Regulation S-X
promulgated under the Exchange Act. For purposes of this Agreement, each Guarantor is a
Significant Subsidiary.



     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., and any
successor thereto.



     “Spin-off Subsidiaries” has the meaning specified in Section 5.02(d)(xii).



     “SPV” means any Person that is designated by the Borrower as a special purpose
vehicle, provided that the Borrower shall not designate as a SPV any Subsidiary that owns, directly
or indirectly, any other Subsidiary that has total assets (including assets of any Subsidiaries of
such other Subsidiary, but excluding any assets that would be eliminated in consolidation with the
Borrower and its Subsidiaries) which equates to at least five percent (5%) of the Borrower’s total
assets, or that had net income (including net income of any Subsidiaries of such other Subsidiary,
all before discontinued operations and income or loss resulting from extraordinary items, but
excluding revenues and expenses that would be eliminated in consolidation with the Borrower and its
Subsidiaries and excluding any loss or gain resulting from the early extinguishment of Debt) during
the most recently completed Fiscal Year of the Borrower in excess of the greater of (i) $1,000,000,
and (ii) fifteen percent (15%) of the net income (before discontinued operations and income or loss
resulting from extraordinary items and excluding any loss or gain resulting from the early
extinguishment of Debt) for the Borrower and its Subsidiaries, all as determined on a consolidated
basis in accordance with GAAP during such Fiscal Year of the Borrower. The Borrower may elect to
treat any Subsidiary as a SPV (provided such Subsidiary would otherwise qualify as such), and may
rescind any such prior election, by giving written notice thereof to the Administrative Agent
specifying the name of such Subsidiary or SPV, as the case may be, and the effective date of such
election, which shall be a date within sixty (60) days after the date such notice is given. The
election to treat a particular Person as a SPV may only be made once.



     “Stated Expiry Date” means the original expiration date stated on the face of any
Letter of Credit, or such other date, if any, to which the Issuing Bank extends the expiration of
such Letter of Credit at the request of the Borrower.



     “Subsidiary” of any Person means a corporation, partnership, joint venture, limited
liability company or other business entity (other than, except in the context of financial
statements, a SPV) of which more than fifty percent (50%) of the outstanding stock or comparable
equity interests having ordinary voting power for the election of the board of directors or similar
governing body (irrespective of whether or not at the time stock or other



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equity interests of any other class or classes of such corporation, partnership, joint
venture, limited liability company or other business entity shall have or might have voting power
by reason of the happening of any contingency), is at the time directly or indirectly owned by such
Person or by one or more of its Subsidiaries. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.



     “Subsidiary Debt Basket Amount” has the meaning specified in Section
5.02(d)(x).



     “Subsidiary Guaranty” means any Guaranty of any Subsidiary delivered pursuant to
Section 5.02(d)(xi).



     “Syndication Agent” has the meaning specified in the first paragraph hereof.



     “Taxes” has the meaning specified in Section 2.13(a).



     “Termination Event” means (a) a “reportable event”, as such term is described in
Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day
notice to the PBGC), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of
the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it
was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the
incurrence of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the
termination of a Multiple Employer Plan, or (c) the treatment of a Plan amendment as a termination
under Section 4041(b) of ERISA, if such termination would require material additional contributions
in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, or
(d) the distribution of a notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA
or the termination of a Plan under Section 4041(c) of ERISA, or (e) the institution of proceedings
to terminate a Plan by the PBGC under Section 4042 of ERISA, or (f) any other event or condition
which might constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan.



     “Total Tangible Capitalization” shall mean, as of any date of determination, the sum
of Consolidated Debt plus Consolidated Tangible Net Worth as of such date.



     “Transfer Agreement” means a transfer agreement entered into by a Lender and an
Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of
Exhibit F.



     “Type”, when used in reference to any Advance or Borrowing, refers to whether the rate
of interest on such Advance, or on the Advances comprising such Borrowing, is determined by
reference to the LIBO Rate or the Alternative Base Rate.



     “Utilization Fee Rate” means, for any day, at such times as a Credit Rating is in
effect, the percentage per annum set forth below opposite the Credit Rating in effect on such day:



	 	 	 	 	 
	Credit Rating	 	 
	S&P/Moody’s	 	Utilization Fee Rate
	Level 1
	 	 	0.125	%
	BBB+/Baa1 or above
	 	 	 	 







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	Credit Rating	 	 
	S&P/Moody’s	 	Utilization Fee Rate
	Level 2
	 	 	0.125	%
	BBB/Baa2
	 	 	 	 
	Level 3
	 	 	0.250	%
	BBB-/Baa3
	 	 	 	 
	Level 4
	 	 	0.250	%
	BB+/Ba1
	 	 	 	 
	Level 5
	 	 	0.250	%
	Lower than Level 4
	 	 	 	 







     For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one
Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if
only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall
apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different
levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more
levels, in which case the applicable level will be deemed to be one level above the lower of such
levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall
be effective as of the date on which such change is first announced publicly by the rating agency
making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are
established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be,
shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding
the foregoing, if the Borrower shall at any time fail to have in effect a Credit Rating, the
Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such
Credit Rating first ceases to be in effect, a corporate credit rating or a bank loan rating from
S&P and/or Moody’s (or, if neither S&P nor Moody’s issues such types of ratings or ratings
comparable thereto, from another nationally recognized rating agency approved by each of the
Borrower and the Administrative Agent), and from and after the date on which such corporate credit
rating or bank loan rating is obtained until such time (if any) that a Credit Rating becomes
effective again, the Utilization Fee Rate shall be based on such corporate credit or bank loan
rating or ratings in the same manner as provided herein with respect to the Credit Rating (with
Level 5 being the Utilization Fee Rate in effect from the time the Credit Rating ceases to be in
effect until the earlier of (x) the date on which any such corporate credit rating or bank loan
rating is obtained and (y) the date on which a Credit Rating becomes effective again).



     “Wholly-Owned Subsidiary” of any Person means any Subsidiary of such Person all of the
Equity Interests (other than shares required to law to be owned by another Person, director’s
qualifying shares and other immaterial interests) in which are owned by such Person and/or one or
more other Wholly-Owned Subsidiaries of such Person.



     “Withdrawal Liability” shall have the meaning given such term under Part I of Subtitle
E of Title IV of ERISA.



     Section 1.02. Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each means “to but excluding”.
Unless otherwise indicated, all references to a particular time are references to New York City
time.




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     Section 1.03. Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP.



     Section 1.04. Miscellaneous. The words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and Article, Section,
Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this
Agreement, unless otherwise specified. The term “including” shall mean “including, without
limitation,”, the term “include” shall mean “include, without limitation,” and the term
“includes” shall mean “includes, without limitation,”.



ARTICLE II

AMOUNT AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT




     Section 2.01. The Advances. Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make one or more Advances to the Borrower from time to time on any
Business Day prior to the Commitment Termination Date in an aggregate amount not to exceed at any
time outstanding an amount equal to (i) the amount of such Lender’s Commitment minus (ii)
such Lender’s Ratable Percentage of the sum of outstanding Letter of Credit Liabilities;
provided that no Advance shall be required to be made, except as part of a Borrowing that
is in an aggregate amount that is an integral multiple of $1,000,000 and is not less than (a) in
the case of a Borrowing comprised of LIBOR Advances, $5,000,000 and (b) in the case of a Borrowing
comprised of Base Rate Advances, $1,000,000, and each Borrowing shall consist of Advances of the
same Type having (in the case of a Borrowing comprised of LIBOR Advances) the same Interest Period,
made on the same day by the Lenders ratably according to their respective Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Advances.



     Section 2.02. Making the Advances. (a) Each Borrowing shall be made on notice, given
not later than (x) in the case of a proposed Borrowing comprised of LIBOR Advances, 10:00 A.M. (New
York City time) at least three Business Days prior to the date of the proposed Borrowing and (y) in
the case of a proposed Borrowing comprised of Base Rate Advances, 12:00 P.M. (New York City time)
at least two Business Days prior to the date of the proposed Borrowing, by the Borrower to the
Administrative Agent, which shall give prompt notice thereof by telecopy to each Lender. Each such
notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopy or by telephone,
confirmed promptly in writing. Each written Notice of Borrowing shall be substantially in the form
of Exhibit B, and each written and each telephonic Notice of Borrowing shall specify
therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing,
(iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of LIBOR
Advances, initial Interest Period for each such Advance, provided that there shall not at
any time be more than a total of ten (10) Borrowings containing LIBOR Advances outstanding. On the
proposed date of a Borrowing, each Lender shall, before 11:00 A.M. (New York City time) with
respect to Borrowings comprised of LIBOR Advances, and before 2:00 P.M. (New York City time) with
respect to Borrowings comprised of Base Rate Advances, make available for the account of its
Applicable Lending Office to the Administrative Agent at its Payment Office, in same day funds,
such Lender’s Ratable Percentage of such Borrowing. After the Administrative Agent’s receipt of
such funds and upon fulfillment of the



-22-









 







applicable conditions set forth in Article III, the Administrative Agent will make such funds
available to the Borrower at the Administrative Agent’s Payment Office.



          (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower
shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result
of any failure to fulfill on or before the date specified in such Notice of Borrowing for such
Borrowing the applicable conditions set forth in Article III, including any loss (excluding loss
of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as
part of such Borrowing when such Advance, as a result of such failure, is not made on such date.




          (c) Unless the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such ratable portion available to
the Administrative Agent, such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest
rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such
Borrowing for purposes of this Agreement. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.
Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against
a Lender that shall have failed to make such payment to the Administrative Agent.




          (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the
date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to
make the Advance to be made by such other Lender on the date of any Borrowing.




          (e) Any Lender may request that Advances made by it be evidenced by a Note in the principal
amount of such Lender’s Commitment. In such event, the Borrower shall prepare, execute and
deliver to each such Lender a Note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and substantially in the form of Note attached
hereto as Exhibit A. In addition, if a Lender holding a Note increases its Commitment
under Section 2.16 hereof, and such Lender requests a new Note evidencing such increased
Commitment, the Borrower shall prepare, execute and deliver to such Lender a replacement Note in
exchange for such Lender’s existing Note, payable to the order of such



-23-









 






Lender (or, if requested by such Lender, to such Lender and its registered assigns) and
substantially in the form of Note attached hereto as Exhibit A.




     Section 2.03. Fees. (a) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the
Applicable Commitment Fee Rate on the daily amount of such Lender’s Commitment (whether used or
unused), from the date hereof, in the case of each Lender listed on the signature pages hereof, and
from the effective date specified in the Transfer Agreement pursuant to which it became a Lender,
in the case of each other Lender, until the Commitment Termination Date; provided that, if
such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then
such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit
Exposure from and including the date on which its Commitment terminates to but excluding the date
on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall
be payable quarterly in arrears on the 7th day of each January, April, July and October,
commencing January 7, 2009, on the Commitment Termination Date, and if the immediately preceding
proviso is applicable, on the date(s) the Lenders shall have no further Revolving Credit Exposure.
The commitment fee shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day).



          (b) Utilization Fee. For any day prior to the Commitment Termination Date on which
the outstanding principal amount of the Advances plus the Letter of Credit Liabilities
shall be greater than or equal to an amount equal to 50% of the total Commitments then in effect
(and for any day after the termination of all the Commitments on which any Advances or Letter of
Credit Liabilities shall be outstanding, if the principal amount of the Advances plus the
Letter of Credit Liabilities outstanding on the date the Commitments terminated was greater than
or equal to 50% of the total Commitments in effect on the date the Commitments terminated), the
Company shall pay to the Administrative Agent for the account of each Lender a utilization fee
equal to the Utilization Fee Rate on such day multiplied by the sum of (i) the aggregate amount of
such Lender’s outstanding Advances on such day and (ii) such Lender’s Ratable Percentage of the
outstanding Letter of Credit Liabilities on such day. Accrued and unpaid utilization fees, if
any, shall be payable quarterly in arrears on the 7th day of each January, April, July
and October, commencing January 7, 2009, on the Commitment Termination Date and, if the provisions
set forth in the parenthetical in the immediately preceding sentence apply, on the date(s) the
Lenders shall have no further Revolving Credit Exposure. All utilization fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).




          (c) Other Fees. The Borrower shall pay to the Administrative Agent and Arrangers
such fees as may be separately agreed to by the Borrower and the Administrative Agent or
Arrangers, as applicable, in writing.




     Section 2.04. Repayments of Advances. (a) The Borrower shall repay the principal of
all of the Advances on the Commitment Termination Date. Additionally, if at any time the sum of
(i) the aggregate principal amount of all Advances owed to any Lender plus (ii) such
Lender’s Ratable Percentage of the sum of the outstanding Letter of Credit Liabilities exceeds such



-24-









 







Lender’s Commitment, the Borrower shall ratably repay to the Lenders the Advances in an amount
necessary so that no Lender is owed a principal amount of Advances that exceeds the sum of (y) such
Lender’s Commitment minus (z) such Lender’s Ratable Percentage of the outstanding Letter of
Credit Liabilities.



          (b) At the time of each payment pursuant to this Section 2.04, the Borrower shall
also pay accrued interest to the date of such payment on the principal amount paid. If the
Borrower pays any LIBOR Advance on any day other than the last day of an Interest Period therefor,
the Borrower shall compensate the Lenders pursuant to Section 8.04(b). Each payment made
pursuant to this Section 2.04 shall be applied ratably to all of the Advances and Demand
Loans. Each payment due pursuant to this Section 2.04 is cumulative of, and is in addition
to, all other payments due pursuant to this Section 2.04.




          (c) To the extent that any amount would be required hereunder to be paid and applied to an
Advance or a Demand Loan but for the fact that no Advance or Demand Loan remains outstanding, the
Borrower will pay such amount (but not in excess of the amount of Letter of Credit Liabilities at
such time) and cause such amount to be deposited in a Collateral Account to be applied against
Letter of Credit Liabilities as they arise.




          (d) With respect to any interest payment received by the Administrative Agent pursuant to a
Base Rate Advance that has accrued interest at the Cost of Funds rate for any day, the
Administrative Agent will distribute to each applicable Cost of Funds Majority Lender the amount
of such payment that equals the interest (calculated at such Lender’s Effective Cost) that has
accrued for such day on such Lender’s Ratable Percentage of the aggregate principal amount of such
Base Rate Advance.




     Section 2.05. Interest. The Borrower shall pay interest on the unpaid principal
amount of each Advance from the date of such Advance until such principal amount shall be paid in
full, at the following rates per annum:



          (a) Base Rate Advances. During such periods as such Advance is a Base Rate Advance,
a rate per annum equal to the Alternative Base Rate in effect from time to time, payable quarterly
on the 7th day of each January, April, July and October during such periods, on each
other date provided herein and on the date such Base Rate Advance shall be Converted.




          (b) LIBOR Advances. During such periods as such Advance is a LIBOR Advance, a rate
per annum equal at all times during each Interest Period for such Advance to the sum of the LIBO
Rate for such Interest Period for such Advance plus the Applicable Margin in effect from
time to time, payable on the last day of such Interest Period, on each other date provided herein
and, if such Interest Period has a duration of more than three months, on the day which occurs
during such Interest Period three months from the first day of such Interest Period.




          (c) Default Interest. The Borrower shall pay interest on (i) all principal of any
Advance that is not paid when due (whether at stated maturity, by acceleration or otherwise),
payable in arrears on demand, at a rate per annum equal to 2% per annum above the rate per annum
required to be paid on such Advance pursuant to Section 2.05(a) or 2.05(b), as



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the case may be, and (ii) to the fullest extent permitted by law, the amount of any interest,
commitment fee, Letter of Credit fee, other fee or other amount payable hereunder that is not paid
when due, from the date such amount shall be due until such amount shall be paid in full, payable
in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances
pursuant to Section 2.05(a).




     Section 2.06. Additional Interest on LIBOR Advances. The Borrower shall pay to each
Lender additional interest on the unpaid principal amount of each LIBOR Advance of such Lender, for
each Interest Period with respect to such Advance, from the date of such Advance until such
principal amount is paid in full, at an interest rate per annum equal at all times to the remainder
obtained by subtracting (a) the LIBO Rate for such Interest Period for such Advance from (b) the
rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest
is payable on such Advance. Such additional interest shall be determined by such Lender and
notified to the Borrower through the Administrative Agent. Each Lender requesting payment of
additional interest pursuant to this Section 2.06 shall deliver to the Borrower and the
Administrative Agent, a certificate as to the amount of such additional interest (setting forth in
reasonable detail the calculation thereof), and such certificate shall be conclusive and binding
(absent manifest error) for all purposes.



     Section 2.07. Interest Rate Determination and Protection. (a) The Administrative
Agent shall determine the applicable rates of interest hereunder, and such determinations shall be
conclusive and binding absent manifest error.



          (b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate determined by the Administrative Agent for purposes of Section
2.05(b).




          (c) If the Administrative Agent is unable to obtain timely information for determining the
LIBO Rate for any LIBOR Advance,




               (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the
interest rate cannot be determined for such LIBOR Advance,



               (ii) each such Advance will automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance,
will continue as a Base Rate Advance), and



               (iii) the obligation of the Lenders to make, or to continue or to Convert Advances into, LIBOR
Advances shall be suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.



          (d) If the Majority Lenders notify the Administrative Agent that either (A) the applicable
interest rate for any Interest Period for any LIBOR Advance will not adequately reflect the cost
to such Lenders of making, funding or maintaining their respective LIBOR Advances for such
Interest Period, or (B) Dollar deposits in the amounts of their respective



-26-









 






Advances for such Interest Period are not available to them in the London interbank market,
the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon




               (i) each such Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will
continue as a Base Rate Advance), and



               (ii) the obligation of the Lenders to make, or to continue or to Convert Advances into, LIBOR
Advances shall be suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.



          (e) If the Borrower shall fail to select the duration of any Interest Period for any LIBOR
Advances in accordance with the provisions contained in the definition of “Interest Period” in
Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the
Lenders, and such Advances will automatically have an Interest Period of one month.




          (f) At the end of the relevant Interest Period following the date on which the aggregate
unpaid principal amount of LIBOR Advances comprising any Borrowing shall be reduced, by payment or
prepayment or otherwise, to less than $5,000,000, such LIBOR Advances shall automatically Convert
into Base Rate Advances, and on and after such date the right of the Borrower to Convert such
Advances into LIBOR Advances shall terminate.




     Section 2.08. Conversion of Advances; Continuation. (a) The Borrower may on any
Business Day, upon notice given to the Administrative Agent not later than (x) in the case of a
Conversion of Base Rate Advances into LIBOR Advances, 10:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion and (y) in the case of a Conversion of
LIBOR Advances into Base Rate Advances, 12:00 P.M. (New York City time) on the second Business Day
prior to the date of the proposed Conversion, and subject to the limitations in Section
2.02(a) as to the number of permitted Interest Periods and subject to the provisions of
Sections 2.07, 2.08(c) and 2.11, Convert all Advances of one Type
comprising the same Borrowing into Advances of the other Type; provided that any Conversion
of any LIBOR Advances shall be made on, and only on, the last day of an Interest Period for such
LIBOR Advances, and any Conversion of Base Rate Advances into LIBOR Advances shall be in an amount
of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each such notice of a
Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion,
(ii) the Advances to be Converted and (iii) if such Conversion is into LIBOR Advances, the duration
of the Interest Period for each such LIBOR Advance.



          (b) The Borrower may continue any LIBOR Advances comprising the same Borrowing for an
additional Interest Period that complies with the requirements set forth in the definition herein
of “Interest Period,” by giving notice of such Interest Period as set forth in such definition,
subject to the limitations in Section 2.02(a) as to the number of permitted Interest
Periods and subject to the provisions of Sections 2.07, 2.08(c) and 2.11.




          (c) All Borrowings, Conversions and continuations under this Agreement shall be effected in a
manner that treats all Lenders ratably. Notwithstanding any other provision hereof, during the
continuance of any Event of Default, the Borrower may not



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continue any LIBOR Advance for an additional Interest Period or Convert any Advance into a
LIBOR Advance, and if an Event of Default exists on the last day of an Interest Period for a LIBOR
Advance, such Advance shall automatically Convert to a Base Rate Advance on such day.




     Section 2.09. Optional Prepayments. The Borrower may, (i) with respect to prepayments
of Borrowings comprised of LIBOR Advances, upon notice by 10:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed prepayment and (ii) with respect to
prepayments of Borrowings comprised of Base Rate Advances, upon notice by 12:00 P.M. (New York City
time) on the second Business Day prior to the date of the proposed prepayment, to the
Administrative Agent stating the proposed date and aggregate principal amount of the prepayment and
the Types of Advances to be prepaid, and the specific Borrowing or Borrowings to be prepaid in
whole or in part, and if such notice is given the Borrower shall, prepay the outstanding principal
amounts of Advances comprising part of the same Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount prepaid without
premium or penalty; provided that each partial prepayment shall be in an aggregate
principal amount not less than $5,000,000 with respect to LIBOR Advances and $1,000,000 with
respect to Base Rate Advances (or such lesser amount as needed to prepay such LIBOR Advances or
Base Rate Advances in full), and provided further that if the Borrower prepays any
LIBOR Advance on any day other than the last day of an Interest Period therefor, the Borrower shall
compensate the Lenders pursuant to Section 8.04(b).



     Section 2.10. Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or regulation by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof or (ii) the compliance with any guideline or request from any governmental
authority, central bank or comparable agency (whether or not having the force of law), there shall
be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining
LIBOR Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such increased cost.



          (b) If any Lender shall have determined that, after the date hereof, the adoption of any
applicable law, rule or regulation regarding capital adequacy, or any change therein, or any
change in the interpretation or administration thereof by any governmental authority, central bank
or comparable agency charged with the interpretation or administration thereof, or compliance by
any Lender (or its lending office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or comparable agency,
has the effect of increasing the amount of capital required or expected to be maintained as a
result of its Commitment hereunder or the existence of any Letter of Credit, such Lender shall
have the right to give prompt written notice and demand for payment thereof to the Borrower with a
copy to the Administrative Agent, although the failure to give any such notice shall not release
or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this
Section 2.10(b), and the Borrower shall pay such additional amounts.




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          (c) Each Lender shall use commercially reasonable efforts (consistent with its internal
policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable
Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may be, so
as to avoid the imposition of any increased costs under this Section 2.10 or to eliminate
the amount of any such increased cost which may thereafter accrue; provided that no such
selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the
reasonable judgment of such Lender, such selection or change would be disadvantageous to such
Lender.




          (d) No Lender shall be entitled to recover increased costs pursuant to this Section
2.10 incurred or accruing more than 90 days prior to the date on which such Lender sent to the
Borrower a written notice and demand for payment as specified in this Section 2.10.




          (e) Without prejudice to the survival of any other agreement hereunder, the agreements and
obligations of the Borrower contained in this Section 2.10 shall survive the payment in
full of all Obligations.




     Section 2.11. Illegality and Defaulting Lenders. (a) Notwithstanding any other
provision of this Agreement, if the introduction of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any governmental authority, central bank or
comparable agency shall assert that it is unlawful (such unlawfulness or such assertion of
unlawfulness being an “Illegality Event”), for any Lender or its Eurodollar Lending Office
(such a Lender being an “Affected Lender”) to perform its obligations hereunder to make
LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof
and demand therefor by such Lender to the Borrower through the Administrative Agent, (a) the
obligation of the Lenders to make, or to continue or to Convert Advances into, LIBOR Advances shall
be suspended until the time set forth in the next succeeding sentence, and (b) the Borrower shall
forthwith Convert all LIBOR Advances of all Lenders then outstanding into Base Rate Advances in
accordance with Section 2.08. The suspension of the obligation of the Lenders to make
LIBOR Advances or to continue or Convert, as set forth in the preceding sentence, shall terminate
upon the earlier of (i) the withdrawal by each Affected Lender of its notice and demand with
respect to the Illegality Event referenced in this Section 2.11, and (ii) the replacement
by the Borrower of each Affected Lender pursuant to Section 2.17(a) hereof with an Eligible
Assignee that is not an Affected Lender. If an Illegality Event has ceased to exist with respect
to a Lender that has given notice and demand with respect to such Illegality Event pursuant to this
Section 2.11, such Lender shall promptly withdraw such notice and demand by giving written
notice of withdrawal to the Administrative Agent and the Borrower. Upon termination of such
suspension pursuant to clause (i) or (ii) above, as applicable, the Administrative Agent shall
notify each Lender of such termination, and the Lenders shall thereupon again be obligated to make
LIBOR Advances and to continue, and Convert into, LIBOR Advances, in each case in accordance with
and to the extent provided in this Agreement.



     (b) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Defaulting Lender
is a Defaulting Lender:



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               (i) If such Lender is a Defaulting Lender due to (A) its failure to fund any Advance required
to be funded by it hereunder, commitment fees shall cease to accrue pursuant to Section 2.03(a) on
the portion of such Lender’s Commitment equal to the amount of such defaulted Advance, and (B) the
circumstances described in clause (b) or (c) of the definition of Defaulting Lender, commitment
fees shall cease to accrue pursuant to Section 2.03(a) on the entire Commitment of such Lender.



               (ii) The Commitment and outstanding Advances of such Defaulting Lender shall be disregarded
for all purposes of any determination of whether the requisite Lenders have taken or may take any
action hereunder (including any consent to any amendment or waiver pursuant to Section
8.01); provided that any waiver, amendment or modification requiring the consent of all
Lenders or each affected Lender which by its terms affects such Defaulting Lender differently than
other affected Lenders shall require the consent of such Defaulting Lender.



               (iii) Subject to Section 2.17, no Commitment of any Lender shall be increased or
otherwise affected solely as a result of the operation of this Section 2.11(b) and, except as
otherwise expressly provided in this Section 2.11(b), performance by the Borrower of its
obligations hereunder and the other Credit Documents shall not be excused or otherwise modified
solely as a result of the existence of any Defaulting Lender or the operation of this Section
2.11(b).



               (iv) The rights and remedies against a Defaulting Lender under this Section 2.11(b)
are in addition to other rights and remedies which the Administrative Agent, any other Lender or
the Borrower may have against such Defaulting Lender.



     Section 2.12. Payments and Computations. (a) The Borrower shall make each payment
under any Credit Document not later than 4:00 P.M. (New York City time) on the day when due in
Dollars to the Administrative Agent at its Payment Office (or to an Issuing Bank, in the case of
payments to an Issuing Bank under Section 2.19) in same day funds, free and clear of any
defenses, set-offs, counterclaims, or withholdings or deductions for taxes as set forth in
Section 2.13. The Administrative Agent will promptly thereafter cause to be distributed
(i) like funds relating to the payment of principal of or interest on Advances, commitment fees or
commissions on Letters of Credit as contemplated by Section 2.19(b) ratably (other than
amounts payable pursuant to Section 2.06 or 2.17) to the Lenders (decreased, as to
any Lender, for any taxes withheld in respect of such Lender as contemplated by Section
2.13(b)) for the account of their respective Applicable Lending Offices and (ii) like funds
relating to the payment of any other amount payable to any Lender to such Lender for the account of
its Applicable Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of a Transfer Agreement and recording of the information contained
therein in the Register pursuant to Section 8.06(d), from and after the effective date
specified in such Transfer Agreement, the Administrative Agent shall make all payments hereunder
and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Transfer Agreement shall make all appropriate adjustments in such payments
for periods prior to such effective date directly between themselves. At the time of each payment
of any principal of or interest on any Borrowing to the Administrative Agent, the Borrower shall
notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence
of such notice, the Administrative Agent may specify the Borrowing to which such payment shall



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apply and with respect to voluntary prepayments, will apply such payments first to Base Rate
Advances and second to LIBOR Advances (in the order of shortest to longest Interest Period).



          (b) All computations of interest based on the Alternative Base Rate (except during such times
as the Alternative Base Rate is determined pursuant to clause (ii) and (iii) of the definition
thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of commitment fees and of interest based on the LIBO Rate,
the Federal Funds Rate or, during such times as the Alternative Base Rate is determined pursuant
to clause (ii) or (iii) of the definition thereof, shall be made by the Administrative Agent, and
all computations of interest pursuant to Section 2.06 shall be made by a Lender, on the
basis of a year of 360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or commitment fees are
payable. Each determination by the Administrative Agent (or, in the case of Section 2.06,
by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.




          (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
commitment fees, as the case may be; provided that if such extension would cause payment
of interest on or principal of LIBOR Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to any Lender hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to such Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with interest thereon, for
each day from the date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent, at the Federal Funds Rate.




     Section 2.13. Taxes. (a) Any and all payments by the Borrower hereunder or under the
other Credit Documents shall be made, in accordance with Section 2.12, free and clear of
and without deduction for any and all present or future taxes, levies, imposts, deductions,
charges, fees, duties or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Lender and any other Lender Party, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Lender or Lender Party (as
the case may be) is organized or any political subdivision thereof and, in the case of each Lender,
taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such
Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being
hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder or under any other Credit Document to any
Lender or other Lender Party,



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(i) the sum payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section
2.13) such Lender or other Lender Party (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.



          (b) Notwithstanding anything to the contrary contained in this Agreement, each of the
Borrower and the Administrative Agent shall be entitled, to the extent it is required to do so by
law, to deduct or withhold income or other similar taxes imposed by the United States of America
from interest, fees or other amounts payable hereunder for the account of any Lender Party
(without the payment by the Borrower of increased amounts to such Lender Party pursuant to clause
(a) above) other than a Lender Party (i) which is a domestic corporation (as such term is defined
in Section 7701 of the Code) for federal income tax purposes or (ii) which has the Prescribed
Forms on file with the Borrower and the Administrative Agent for the applicable year,
provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide
a statement to the Administrative Agent and such Lender Party, setting forth the amount of such
taxes so deducted or withheld, the applicable rate and any other information or documentation
which such Lender Party may reasonably request for assisting such Lender Party to obtain any
allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or
jurisdictions in which such Lender is subject to tax.




          (c) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from any payment made
hereunder or under any other Credit Document or from the execution, delivery or registration of,
or otherwise with respect to, this Agreement or the any other Credit Document (hereinafter
referred to as “Other Taxes”).




          (d) Except as otherwise provided by Section 2.13(b), the Borrower will indemnify each
Lender and each other Lender Party for the full amount of Taxes or Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.13) paid by such Lender or other Lender Party (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect thereto except as a
result of the gross negligence or willful misconduct of such Lender or other Lender Party (as the
case may be), whether or not such Taxes or Other Taxes were correctly or legally asserted. This
indemnification shall be made within 30 days from the date such Lender or the other Lender Party
(as the case may be) makes written demand therefor. No Lender or other Lender Party shall be
indemnified for Taxes incurred or accrued more than 90 days prior to the date that such Lender or
other Lender Party notifies the Borrower thereof.




          (e) Within 90 days after the date of any payment of Taxes by or at the direction of the
Borrower, the Borrower will furnish to the Administrative Agent, at its address referred to in
Section 8.02, (i) the original or a certified copy of a receipt evidencing payment
thereof, if the relevant taxing authority provides a receipt, or (ii) if the relevant taxing
authority does not provide a receipt, other reasonable evidence of the payment thereof. Should
any Lender or other Lender Party ever receive any refund, credit or deduction from any taxing
authority to which such Lender or other Lender Party would not be entitled but for the payment



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by the Borrower of Taxes as required by this Section 2.13 (it being understood that
the decision as to whether or not to claim, and if claimed, as to the amount of any such refund,
credit or deduction shall be made by such Lender or other Lender Party, as the case may be, in its
sole discretion), such Lender or other Lender Party, as the case may be, thereupon shall repay to
the Borrower an amount with respect to such refund, credit or deduction equal to any net reduction
in taxes actually obtained by such Lender or other Lender Party, as the case may be, and
determined by such Lender or other Lender Party, as the case may be, to be attributable to such
refund, credit or deduction.




          (f) Each Lender shall use commercially reasonable efforts (consistent with its internal
policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable
Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may be, so
as to avoid the imposition of any Taxes or to eliminate the amount of any such additional amounts
which may thereafter accrue; provided that no such selection or change of the jurisdiction
for its Applicable Lending Office shall be made if, in the reasonable judgment of such Lender,
such selection or change would be disadvantageous to such Lender.




          (g) Without prejudice to the survival of any other agreement hereunder, the agreements and
obligations of the Borrower contained in this Section 2.13 shall survive the payment in
full of all Obligations but shall terminate thereafter at the end of six months after the
expiration of the applicable statute of limitations for assessment of Taxes or Other Taxes against
a Lender or Lender Party with respect to payments by the Borrower hereunder or under the other
Credit Documents. Without prejudice to the survival of any other agreement hereunder, the
agreements and obligations of the Lender Parties contained in this Section 2.13 shall
survive the payment in full of all Obligations.




     Section 2.14. Sharing of Payments, Etc. (a) If any Lender (a “benefited
Lender”) shall at any time receive any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the principal of or interest on the
Advances owed to it (other than pursuant to Section 2.04(d), Section 2.06 or
2.17) or participations in Letter of Credit Liabilities (“Other Participations”)
held by it (other than pursuant to Section 2.06 or 2.17) in excess of its ratable
share of payments on account of the Advances or Other Participations, as the case may be, obtained
by all Lenders, such benefited Lender shall forthwith purchase from the other Lenders such
participations in the Advances owed to them or in their Other Participations, as the case may be,
as shall be necessary to cause such benefited Lender to share the excess payment ratably with each
of them, provided that if all or any portion of such excess payment is thereafter recovered
from such benefited Lender, such purchase from each Lender shall be rescinded and each such Lender
shall repay to the benefited Lender the purchase price to the extent of its ratable share
(according to the proportion of (i) the amount of the participation purchased from such Lender as a
result of such excess payment to (ii) the total amount of such excess payment) of such recovery
together with an amount equal to such Lender’s ratable share (according to the proportion of (i)
the amount of such Lender’s required repayment to (ii) the total amount so recovered from the
benefited Lender) of any interest or other amount paid or payable by the benefited Lender in
respect of the total amount so recovered.



          (b) Each Credit Party agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law,



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exercise all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of such Credit Party in the
amount of such participation.




     Section 2.15. Ratable Reduction or Termination of the Commitments; Effect of
Termination. (a) The Borrower shall have the right at any time and from time to time, upon at
least three (3) Business Days’ prior and irrevocable written notice to the Administrative Agent, to
terminate in whole or reduce ratably in part the unused portions of the respective Commitments of
the Lenders, with any partial reduction (i) to be in an amount not less than $5,000,000 as
determined by the Borrower and in integral multiples of $1,000,000 and (ii) as to the Commitments,
to be allocated ratably among the Lenders in proportion to their respective Commitments; provided,
that the Commitments may not be reduced to an amount less than the sum of the aggregate principal
amount of outstanding Advances and Letter of Credit Liabilities after giving effect to payments on
such proposed termination or reduction date. The Administrative Agent shall give prompt notice to
each Lender of any such termination or reduction of the Commitments. Any termination of
Commitments pursuant to this Section 2.15 is permanent and may not be reinstated.



          (b) Upon and at all times after any Commitment of any Lender is terminated pursuant to any
provision of this Agreement, such Commitment shall be zero and such Lender shall have no further
obligation to make any Advances.




     Section 2.16. Increase of Commitments; Additional Lenders.



          (a) From time to time after the Effective Date, so long as no Default or Event of Default has
occurred and is continuing on the applicable Commitment Increase Effective Date, the Borrower may,
upon at least 30 days’ written notice to the Administrative Agent, elect to increase the
Commitments in minimum increments of $10,000,000 up to a maximum aggregate amount (after giving
effect thereto) of $600,000,000. In no event shall the aggregate Commitments of all Lenders
exceed $600,000,000 at any time.




          (b) The Borrower may designate one or more banks or other financial institutions (which may
be, but need not be, one or more of the existing Lenders) which at the time agree to, in the case
of any such Person that is an existing Lender, increase its Commitment and, in the case of any
other such Person (an “Additional Lender”), become a party to this Agreement; provided,
however, (i) any bank or financial institution that is not an existing Lender must be acceptable
to the Administrative Agent and the Issuing Banks, which acceptance will not be unreasonably
withheld or delayed and (ii) the Commitment of each Additional Lender must be at least $5,000,000.
No Lender shall have any obligation whatsoever to agree to increase its Commitment.




          (c) An increase in the aggregate amount of the Commitments pursuant to this Section
2.16 shall become effective (the “Commitment Increase Effective Date”) upon the
receipt by the Administrative Agent of a Joinder Agreement signed by the Borrower, by each
Additional Lender and by each other Lender whose Commitment is to be increased, together with such
evidence of appropriate corporate authorization on the part of the Borrower with respect to the
increase in the Commitments and such opinions of counsel for the Borrower with



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respect to the increase in the Commitments as the Administrative Agent may reasonably
request. Promptly after any Commitment Increase Effective Date, the Administrative Agent will
provide the Lenders a copy of Schedule II to the applicable Joinder Agreement listing the
Commitments and Ratable Percentages of each Lender after such Commitment Increase Effective Date.




          (d) Upon the acceptance of any such Joinder Agreement by the Administrative Agent, the
Commitments shall automatically be increased by the amount of the Commitments added through such
Joinder Agreement and the Commitments of each Lender whose Commitment is being increased set forth
on the signature pages hereto shall automatically be deemed to be updated to reflect the increased
amount of such Lender’s Commitment after giving effect to such Joinder Agreement.




          (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section
2.16 that is not pro rata among all Lenders, (x) the Borrower, the Administrative Agent and
the Lenders shall as of the effective date of such increase make adjustments to the outstanding
principal amount of Advances (but not any interest accrued thereon or any accrued fees prior to
such date), including, subject to the conditions specified in Section 3.02, the borrowing
of additional Advances hereunder and the repayment of Advances plus all applicable accrued
interest, fees and expenses as shall be necessary to provide for Advances by the Lenders in
proportion to their respective Commitments after giving effect to such increase, together with any
breakage fees and funding losses that are required to be paid pursuant to Section 2.06 and
Section 2.10, and each Lender shall be deemed to have made an assignment of its
outstanding Advances and Commitments, and assumed outstanding Advances and Commitments of other
Lenders as of the effective date of such increase as may be necessary to effect the foregoing, and
(y) effective upon such increase, the amount of the unfunded participations held by each Lender in
each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such
adjustments, the Lenders shall hold unfunded participations in each such Letter of Credit in the
proportion its respective Commitment bears to the aggregate Commitments after giving effect to
such increase.




     Section 2.17. Replacement of Lender. (a) In the event that (i) any Lender demands
payment pursuant to Section 2.06, 2.10 or 2.13, (ii) any Lender becomes an
Affected Lender as set forth in Section 2.11, or (iii) any Lender shall become a Defaulting
Lender, the Borrower shall have the right, (x) in the case of the circumstances described in
clauses (i) and (ii), within 30 days after the date of the giving by such Lender of any notice or
demand required or otherwise permitted to be given pursuant to Section 2.06, 2.10,
2.11 or 2.13, and (y) in the case of the circumstances described in clause (iii),
at any time such Lender is a Defaulting Lender, in each case as long as no Event of Default or
Default then exists, to replace such Lender in accordance with the procedure set forth in
Section 2.17(b); provided that no such replacement shall be effected without (i)
the prior written consent of the Issuing Banks (such consent not to be unreasonably withheld) and
(ii) in the case of the replacement of a Lender that is an Issuing Bank, termination of all Letters
of Credit issued by such Issuing Bank (or other satisfaction of such Letters of Credit in a manner
acceptable to the Issuing Bank) and the agreement of the replacement Lender to become an Issuing
Bank.



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          (b) If the Borrower determines to replace a Lender pursuant to this Section 2.17,
then the Borrower will replace such Lender with an Eligible Assignee in accordance with
Section 8.06(a), (b) and (d), including execution by such Eligible
Assignee of an appropriate Transfer Agreement, provided that no Lender or other Person
shall have any obligation to increase its Commitment or otherwise to replace, in whole or in part,
any Lender. Upon satisfaction of the requirements set forth in the first sentence of this
Section 2.17(b), payment to such Lender of all principal, interest and such Lender’s share
of accrued commitment fees and Letter of Credit commissions, in immediately available funds, and
the payment by the Borrower of all requested costs accruing to the date of purchase which the
Borrower is obligated to pay under Section 8.04 and all other amounts owed by the Borrower
to such Lender, (i) such Lender being replaced shall execute such Transfer Agreement and shall no
longer constitute a “Lender” hereunder and all of its Commitments shall be deemed terminated,
except that its rights under Sections 2.06, 2.10, 2.13 and 8.04
shall continue with respect to events and occurrences occurring before or concurrently with its
ceasing to be a “Lender” hereunder, and (ii) such Eligible Assignee shall constitute a “Lender”
hereunder in accordance with such Transfer Agreement (including assumption of the Commitment, if
any, and other obligations of the Lender being so replaced).




     Section 2.18. Certificates of Lenders. Any Lender demanding or giving notice of
amounts due to such Lender under Section 2.10 or 2.13 shall, as part of each demand
or notice for payment required under such Section, deliver to the Borrower (with a copy to the
Administrative Agent) a certificate setting forth in reasonable detail the amount and basis of the
increased costs or additional amounts payable to such Lender hereunder, and such certificate shall
be conclusive and binding in the absence of manifest error.



     Section 2.19. Letters of Credit. (a) Each Issuing Bank agrees, on the terms and
conditions herein set forth, to issue Letters of Credit for the account of the Borrower or any
Subsidiary of the Borrower from time to time on any Business Day during the period from the date
hereof until one month before the Maturity Date; provided that (i) at no time shall the
Letter of Credit Liabilities exceed $100,000,000, nor shall any Lender that is an Issuing Bank have
any obligation, without such Lender’s consent, to issue Letters of Credit that exceed, in the
aggregate, $50,000,000, (ii) no Letter of Credit shall have a Stated Expiry Date later than the
earlier of one year from the date of its issuance and five (5) Business Days prior to the Maturity
Date, and (iii) at no time shall a Letter of Credit be issued if, after giving effect thereto, the
sum of the aggregate amount of Advances plus the outstanding Letter of Credit Liabilities
exceeds the Commitments. Each Letter of Credit shall be issued on notice given by the Borrower to
an Issuing Bank and the Administrative Agent (which shall give to each Lender prompt notice
thereof) not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date
of the issuance of the proposed Letter of Credit. Each such notice of a Letter of Credit (a
“Notice of Letter of Credit”) shall be by telecopier, in substantially the form of
Exhibit C, specifying therein the requested (i) date of issuance of such Letter of Credit
(which shall be a Business Day), (ii) amount of such Letter of Credit (which must be in Dollars),
(iii) expiration date of such Letter of Credit, and (iv) purpose and terms of such Letter of Credit
and other information contemplated by Exhibit C. Additionally, if requested by an Issuing
Bank, the Borrower shall execute and deliver to such Issuing Bank, an application for letter of
credit on such Issuing Bank’s standard form or on another form agreed upon by the Borrower and such
Issuing Bank.



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          (b) With respect to each Letter of Credit issued by an Issuing Bank, the Borrower agrees to
pay (i) to such Issuing Bank, for its sole account, a fronting fee in the amount agreed between
such Issuing Bank and the Borrower prior to delivery of the Notice of Letter of Credit on the
maximum face amount of such Letter of Credit and (ii) to the Administrative Agent a commission,
computed (on the basis of a year of 360 days for the actual number of days elapsed) at a rate per
annum equal to the Applicable Margin in effect from time to time, on the maximum face amount of
such Letter of Credit from the date of issuance of such Letter of Credit until the Expiration Date
for such Letter of Credit payable quarterly in arrears on the 7th day of each January,
April, July and October and on such Expiration Date (which commission shall be shared ratably by
all Lenders (including the Issuing Bank) based on their respective Ratable Percentages).
Additionally, the Borrower agrees to pay to each Issuing Bank solely for such Issuing Bank’s
account, in connection with each Letter of Credit issued by such Issuing Bank, customary issuance
and administrative fees and expenses for such Letter of Credit as agreed from time to time between
such Issuing Bank and the Borrower.




          (c) The Borrower will immediately and unconditionally pay to each Issuing Bank upon demand
the amount of each payment made by such Issuing Bank under any Letter of Credit issued by it. If
the Borrower shall fail to pay to such Issuing Bank the amount of any such payment immediately
upon demand in accordance with the terms of this Agreement, such payment shall immediately
constitute, without necessity of further act or evidence, a loan (a “Demand Loan”) made by
such Issuing Bank to the Borrower on the date of such payment in a principal amount equal to such
payment and repayable upon demand, together with interest on the principal amount of such Demand
Loan remaining unpaid from time to time, payable on demand and computed from the date such Demand
Loan is made as specified above to the date of repayment in full thereof, at a rate per annum
equal to the Alternative Base Rate in effect from time to time plus 2% per annum.




          (d) The obligations of the Borrower under this Agreement and any other agreement or
instrument relating to any Letter of Credit shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement and such other agreement or
instrument under all circumstances, including the following circumstances:




               (i) any lack of validity or enforceability of this Agreement, any Letter of Credit or any
other agreement or instrument relating thereto (collectively, the “L/C Related Documents”);



               (ii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the obligations of the Borrower in respect of any Letter of Credit or any other amendment or
waiver of or any consent to departure from all or any of the L/C Related Documents;



               (iii) the existence of any claim, set-off, defense or other right that the Borrower may have
at any time against any beneficiary or transferee of any Letter of Credit (or any Person for whom
any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby or by the L/C
Related Documents or any other matter;



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               (iv) any statement or any other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;



               (v) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or
document that does not comply with the terms of such Letter of Credit; or



               (vi) any exchange, release or non-perfection of any collateral for, or any release or
amendment or waiver of or consent to departure from any guarantee of, all or any of the obligations
of the Borrower in respect of any Letter of Credit.



     However, this Section 2.19(d) shall not limit any right of the Borrower to make a
claim against the Issuing Bank to the extent provided in Section 2.19(e).



          (e) The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee
of any Letter of Credit with respect to the use of such Letter of Credit. Neither the Issuing Bank
that issues any Letter of Credit nor any branch, affiliate or correspondent bank of such Issuing
Bank nor any of their respective employees, agents, officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit issued by it or any acts or
omissions of any beneficiary or transferee of any Letter of Credit issued by it in connection
therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be invalid, insufficient, fraudulent or forged;
(c) payment by such Issuing Bank against presentation of documents that do not strictly comply
with the terms of the relevant Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the relevant Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under any Letter of Credit issued by it;
provided that, notwithstanding clauses (a) through (d) of this sentence, the Borrower
shall have a claim against any Issuing Bank that issues a Letter of Credit, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not consequential or other,
damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s
willful misconduct or gross negligence in determining whether documents presented under such
Letter of Credit issued by it comply with the terms of such Letter of Credit or (ii) such Issuing
Bank’s willful failure to make lawful payment under such Letter of Credit issued by it after the
presentation to it of a draft and documents strictly complying with the terms and conditions of
such Letter of Credit. In furtherance and not in limitation of the foregoing, each Issuing Bank
may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.




          (f) Upon the date of the issuance of a Letter of Credit, the Issuing Bank that issues such
Letter of Credit shall be deemed to have sold to each other Lender, and each other Lender shall
have been deemed to have purchased from such Issuing Bank, a ratable participation in the related
Letter of Credit Liabilities and all related Demand Loans equal to such Lender’s Ratable
Percentage at such date. Each Issuing Bank that issues a Letter of Credit shall promptly notify
each such participant Lender of each Letter of Credit issued or increased by it, the amount of
such Lender’s participation in such Letter of Credit and each payment



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thereunder. Upon the making of any payment under a Letter of Credit issued by an Issuing
Bank, each Lender (other than such Issuing Bank) shall pay for the purchase of its participation
therein by immediate payment to such Issuing Bank of same day funds in the amount of its
participation in such payment.




ARTICLE III

CONDITIONS




     Section 3.01. Initial Conditions Precedent. The obligation of any Issuing Bank to
issue the initial Letter of Credit and the obligation of each Lender to make its initial Advance
pursuant to the terms and conditions of this Agreement is subject to the condition precedent that
the Administrative Agent shall have received on or before the day of the initial Advance (or, if
earlier, the day of issuance of the initial Letter of Credit) the following, each dated on or
before such day, in form and substance reasonably satisfactory to the Administrative Agent (the
first day when all such conditions have been satisfied or waived is hereinafter referred to as the
“Effective Date”):



          (a) Duly executed signature pages to this Agreement (including by facsimile or other
electronic means) in a sufficient number of signed counterparts as requested by the Administrative
Agent and any Notes requested pursuant to Section 2.02(e) prior to the Effective Date.




          (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i)
the resolutions of the board of directors of the Borrower authorizing the execution of each Credit
Document, (ii) the charter and bylaws of the Borrower and (iii) all other documents evidencing any
necessary company action and governmental, shareholder and third-party consents, approvals and
filings, if any, with respect to each such Credit Document and the transactions thereunder.




          (c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the
names and true signatures of the officers (or agents) authorized to sign each Credit Document to
be executed by it.




          (d) An opinion of Baker Botts L.L.P., counsel for the Borrower, and if applicable,
Guarantors, substantially in the form of Exhibit D.




          (e) An opinion of the general counsel of the Borrower, and if applicable, Guarantors,
substantially in the form of Exhibit E.




          (f) Certificates of existence, good standing and qualification from appropriate state
officials with respect to the Borrower.




          (g) A certificate of an officer of the Borrower (i) certifying that the representations and
warranties contained in each Credit Document are correct, (ii) certifying as to the satisfaction
of all conditions set forth in this Section 3.01, (iii) describing in reasonable detail
the insurance maintained by the Borrower and the Subsidiaries on the date hereof as required by
Section 5.01(c) and (iv) certifying that such insurance complies with Section
5.01(c) and is in full force and effect.




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          (h) Evidence of payment by the Borrower of all fees and disbursements required to be paid by
the Borrower on the date hereof.




          (i) Evidence of the termination of the Existing Credit Facility and the commitments
thereunder, payment in full of all amounts owed thereunder and termination of all Liens arising
thereunder or in connection therewith (which termination and repayment may be contemporaneous with
the satisfaction of the conditions under this Section 3.01 and the application of the
proceeds of any Advances and the issuance of any Letters of Credit that occur on the Effective
Date).




          (j) All documentation and other information that the Borrower is required by bank regulatory
authorities to deliver to the Issuing Banks, the Lenders and the Administrative Agent under
applicable “know your customer” and anti-money laundering rules and regulations, including Title
III of the Patriot Act, that has been identified by the Issuing Banks, the Lenders and the
Administrative Agent and notified to the Borrower.




     Section 3.02. Additional Conditions Precedent to Each Advance. The obligation of each
Lender to make any Advance shall be subject to the additional conditions precedent that, on the
date of such Advance, the following statements shall be true (and each of the giving of the
applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Advance
shall constitute a representation and warranty by the Borrower that on the date of such Advance
such statements are true):



               (i) The representations and warranties contained in Section 4.01 are correct in all
material respects on and as of the date of such Advance (other than those representations and
warranties that are subject to a materiality qualifier, which shall be correct in all respects, and
other than those representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those representations and
warranties that are subject to a materiality qualifier, which shall be correct in all respects) as
of such earlier date), before and after giving effect to such Advance and the Borrowing of which
such Advance is a part and to the application of the proceeds therefrom, as though made on and as
of such date,



               (ii) The representations and warranties contained in each other Credit Document are correct in
all material respects on and as of the date of such Advance (other than those representations and
warranties that are subject to a materiality qualifier, which shall be correct in all respects, and
other than those representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those representations and
warranties that are subject to a materiality qualifier, which shall be correct in all respects) as
of such earlier date), before and after giving effect to such Advance and the Borrowing of which
such Advance is a part and to the application of the proceeds therefrom, as though made on and as
of such date, and



               (iii) No event has occurred and is continuing, or would result from such Advance or the
Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which
constitutes a Default or an Event of Default.



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     Section 3.03. Conditions Precedent to Each Letter of Credit. The obligation of an
Issuing Bank to issue each Letter of Credit shall be subject to the additional conditions precedent
that, on the date of issuance of such Letter of Credit, the following statements shall be true (and
each of the giving of the applicable Notice of Letter of Credit and the acceptance by the Borrower
of the issuance of such Letter of Credit shall constitute a representation and warranty by the
Borrower that on the date of issuance of such Letter of Credit such statements are true):



               (i) The representations and warranties contained in Section 4.01 are correct in all
material respects on and as of the date of issuance of such Letter of Credit (other than those
representations and warranties that are subject to a materiality qualifier, which shall be correct
in all respects, and other than those representations and warranties that expressly relate solely
to a specific earlier date and that remain correct in all material respects (other than those
representations and warranties that are subject to a materiality qualifier, which shall be correct
in all respects) as of such earlier date), before and after giving effect to such issuance, as
though made on and as of such date,



               (ii) The representations and warranties contained in each other Credit Document are correct in
all material respects on and as of the date of such issuance (other than those representations and
warranties that are subject to a materiality qualifier, which shall be correct in all respects, and
other than those representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those representations and
warranties that are subject to a materiality qualifier, which shall be correct in all respects) as
of such earlier date), before and after giving effect to such issuance, as though made on and as of
such date, and



               (iii) No event has occurred and is continuing, or would result from the issuance of such
Letter of Credit, which constitutes a Default or an Event of Default.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES




     Section 4.01. Representations and Warranties. The Borrower represents and warrants as
follows:



          (a) Corporate Organization. The Borrower is a corporation duly organized and validly
existing under the laws of the State of Delaware. Each Significant Subsidiary is duly organized
or validly formed, validly existing and (if applicable) in good standing in each case under the
laws of its jurisdiction of incorporation or formation, except where the failure to be so
organized, formed, existing or in good standing could not reasonably be expected, in the
aggregate, to result in a Material Adverse Effect. The Borrower and each Significant Subsidiary
has all requisite powers required in each case to carry on its business as now conducted, except
where the failure to have such powers could not reasonably be expected, in the aggregate, to
result in a Material Adverse Effect.




          (b) Power and Authority; Validity. The execution, delivery and performance by (x)
the Borrower of this Agreement, the Notes and each other Credit Document to which it is or will be
a party are within the Borrower’s corporate powers and have been duly authorized by




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all necessary corporate action and (y) each other Credit Party of each other Credit Document
to which it is or will be a party are within such Credit Party’s corporate or other organizational
powers and have been duly authorized by all necessary corporate or other organizational action.
Each Credit Document has been duly executed and delivered by the Borrower or other Credit Party,
as applicable. This Agreement and each other Credit Document to which the Borrower or any other
Credit Party is a party are legal, valid and binding obligations of the Borrower or such other
Credit Party, as applicable, enforceable against it in accordance with their respective terms,
except as the enforceability thereof may be limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and
by general principles of equity.




          (c) Consents. All consents and approvals of, and filings and registrations with, and
all other actions of, all governmental agencies, authorities or instrumentalities, or any other
Person, required to have been obtained or made by the Credit Parties in order to execute, deliver
and perform the Credit Documents to which it is a party and, with respect to the Borrower, in
order to obtain the Advances and Letters of Credit hereunder, have been or will have been obtained
or made and are or will be in full force and effect.




          (d) No Violation. Neither the execution, delivery or performance by any Credit Party
of the Credit Documents to which it is a party nor compliance by it with the terms and provisions
thereof, nor the consummation by it of the transactions contemplated herein or therein, will (i)
contravene in any material respect any applicable provision of any law, statute, rule or
regulation, or any applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) conflict with or result in any breach of any term, covenant, condition or
other provision of, or constitute a default under, or result in the creation or imposition of (or
the obligation to create or impose) any Lien other than any Permitted Lien upon any of the
property or assets of such Credit Party or any of its Subsidiaries under, the terms of any
material contractual obligation to which such Credit Party or any of its Subsidiaries is a party
or by which they or any of their properties or assets are bound or to which they may be subject,
or (iii) violate or conflict with any provision of the memorandum of association and articles of
association, charter, articles or certificate of incorporation, partnership or limited liability
company agreement, by-laws, or other applicable governance documents of such Credit Party or any
of its Subsidiaries.




          (e) Financial Statements. The Consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2007, and the related Consolidated statements of income, cash
flows and changes in stockholders’ equity of the Borrower and its Subsidiaries for the Fiscal Year
then ended, copies of which have been furnished to each Lender, fairly present in all material
respects the Consolidated financial position of the Borrower and its Subsidiaries as at such date
and the Consolidated results of operations of the Borrower and its Subsidiaries for the year ended
on such date, all in accordance with GAAP. The unaudited Consolidated balance sheet of the
Borrower and its Subsidiaries as of September 30, 2008 and the related unaudited Consolidated
statements of income and cash flows for the nine month period ended September 30, 2008, certified
by a financial or accounting officer of the Borrower, copies of which have been included in the
Borrower’s Form 10-Q for the fiscal quarter ending September 30, 2008 (which has been filed with
the SEC prior to the Effective Date), fairly present in all material respects, in conformity with
GAAP except as otherwise expressly noted therein, the



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Consolidated financial position of the Borrower and its Subsidiaries as of such date and the
Consolidated results of operations of the Borrower and its Subsidiaries for such period, subject
to changes resulting from audit and normal year-end adjustments.




          (f) No Material Adverse Change. (A) As of the Effective Date, since September 30,
2008, and (B) as of each Commitment Increase Effective Date, since the quarter or year end date of
the financial statements most recently provided under Section 5.01(a)(i) or (ii),
there has been no material adverse change in the business, assets, operations, property or
condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or the
Borrower’s ability to perform any of its payment obligations under this Agreement or any other
Credit Document.




          (g) Taxes. The Borrower and the Subsidiaries have filed or caused to be filed all
required United States federal income tax returns, and all other material tax returns that are
required to be filed by them, whether in the United States or in any foreign jurisdiction, and
have paid or provided for the payment, before the same become delinquent, of all taxes, rates,
assessments, fees, charges and levies due pursuant to such returns or pursuant to any assessment
received by the Borrower or any Subsidiary, other than those taxes, rates, assessments, fees,
charges or levies being contested in good faith by appropriate proceedings, or which the failure
to pay or delay in filing could not reasonably be expected to have a Material Adverse Effect.




          (h) Investment Company Act; Margin Regulations; Use of Proceeds. Neither the
Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment
company” as those terms are defined in, or subject to regulation under, the Investment Company Act
of 1940, as amended. Neither the Borrower nor any Subsidiary is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulation
U). The proceeds of the Advances and the Letters of Credit shall only be used to refinance the
amounts owing under the Existing Credit Facility, for investments, acquisitions and capital
expenditures, to repay and back-up commercial paper and for other general corporate purposes of
the Company and its Subsidiaries.




          (i) No Default. No Default or Event of Default exists.




          (j) Litigation. As of the Effective Date and any Commitment Increase Effective Date,
other than the FCPA Investigation with respect to clause (i) below, there is no action, suit or
proceeding pending against the Borrower or any Subsidiary, or to the knowledge of the Borrower or
any Subsidiary, threatened against the Borrower or any Subsidiary, before any court or arbitrator
or any governmental body, agency or official, (i) as to which there is a reasonable likelihood of
an adverse decision that could reasonably be expected, in the aggregate for all such actions,
suits and proceedings, to result in a Material Adverse Effect, or (ii) as to which there is a
reasonable likelihood of an adverse decision and which in any manner draws into question the
legality, validity, binding effect or enforceability of the Credit Agreement or any other Credit
Document.




          (k) ERISA. No Termination Event has occurred or is reasonably expected to occur with
respect to any Plan for which an Insufficiency in excess of $50,000,000 exists. Neither the
Borrower nor any ERISA Affiliate has received any notification (or has knowledge



-43-









 






of any reason to expect) that any Multiemployer Plan is in reorganization or has been
terminated, within the meaning of Title IV of ERISA, for which a Withdrawal Liability in excess of
$50,000,000 exists.




          (l) Environmental. The Borrower and each of the Subsidiaries are in compliance with
all applicable Environmental Laws, except to the extent that failure to comply with such
Environmental Laws could not reasonably be expected to result in a Material Adverse Effect.




          (m) Ownership of Property. The Borrower and the Subsidiaries have good and valid
title to or a valid leasehold interest in all their respective property necessary for the conduct
of their respective businesses, in each case free and clear of all Liens (except Liens permitted
hereby), except where the failure to have such title or leasehold interest could not reasonably be
expected, in the aggregate, to result in a Material Adverse Effect. Neither the Borrower nor any
Subsidiary has failed to obtain any license, permit, franchise, consent, approval or other
governmental authorization necessary to the ownership of any of its properties or the conduct of
its business, except such failures which could not reasonably be expected, in the aggregate (in
the event that such failure were asserted by any Person through appropriate action), to result in
a Material Adverse Effect.




          (n) Intellectual Property. The Company and its Subsidiaries own or hold valid
licenses to use all the patents, trademarks, permits, service marks, and trade names that are
necessary to the operation of the business of the Company and its Subsidiaries as presently
conducted, except where the failure to own, or hold valid licenses to use, such patents,
trademarks, permits, service marks, and trade names could not reasonably be expected to have a
Material Adverse Effect.




          (o) True and Complete Disclosure. None of the written reports, financial statements,
certificates, schedules or other written information (collectively, the “Information”)
furnished by the Borrower or any of its Subsidiaries to the Arrangers, the Agents, the Issuing
Banks or any Lender in connection with or pursuant to any Credit Document or the preparation or
negotiation of any Credit Document contained, as of the date such Information was furnished (or,
if such Information expressly related to a specific date, as of such specific date), any material
misstatement of fact or omitted to state, as of the date such Information was furnished (or, if
such Information expressly related to a specific date, as of such specific date), a material fact
or any fact necessary to make the statements contained therein not materially misleading when
taken as a whole in light of the circumstances under which such statements were made, except for
such Information, if any, as has been updated, corrected, supplemented, superseded or modified
pursuant to a written correction or supplement furnished to the Lenders prior to the Effective
Date; provided that with respect to any financial projections, the Borrower represents and
warrants only that such projections have been prepared in good faith based upon assumptions
believed by the Borrower to be reasonable at the time made and at the time the projections are
made available to any such Lender Party.




          (p) Insurance. The Company and its Subsidiaries currently maintain, with responsible
and reputable insurance companies or associations (including captive insurance companies, or
through self insurance), insurance in such amounts, with such deductibles and



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covering such risks as is customarily carried by companies engaged in similar businesses and
owning similar properties as the Borrower and its Significant Subsidiaries.




          (q) Compliance with Law. The Borrower and its Subsidiaries are in compliance with
all Governmental Requirements applicable to them or to their properties, except for (a)
Governmental Requirements that are being contested in good faith by appropriate proceedings
diligently conducted, (b) conduct being investigated in the FCPA Investigation or (c) instances in
which the failure to comply therewith, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.




          (r) Existing Debt. Schedule 4.01(r) contains a complete and accurate list
of all Debt (other than the Debt permitted by clauses (i), (iii) through (ix) and (xii) of Section
5.02(d)) outstanding as of the Effective Date and any Commitment Increase Effective Date, with
respect to the Company and its Subsidiaries, in each case in a principal amount of $25,000,000 or
more, in each case showing the aggregate principal amount thereof, the name of the respective
borrower and any other entity which directly or indirectly guaranteed such Debt, and the scheduled
payments of such Debt. For purposes of maintaining the accuracy of this representation and
warranty after the Effective Date, the Borrower is permitted to update Schedule 4.01(r) on
any Commitment Increase Effective Date.




          (s) Existing Liens. Schedule 4.01(s) contains a complete and accurate list
of all Liens (other than the Liens permitted by clauses (ii) through (xxi) of Section 5.02(c))
outstanding as of the Effective Date and any Commitment Increase Effective Date, with respect to
the Company and its Subsidiaries where the Debt or other obligations secured by such Lien is in a
principal amount of $25,000,000 or more, in each case showing the name of the Person whose assets
are subject to such Lien, the aggregate principal amount of the Debt secured thereby, and a
description of the agreements or other instruments creating, granting, or otherwise giving rise to
such Lien. For purposes of maintaining the accuracy of this representation and warranty after the
Effective Date, the Borrower is permitted to update Schedule 4.01(s) on any Commitment
Increase Effective Date.




ARTICLE V

COVENANTS




     Section 5.01. Affirmative Covenants. The Borrower covenants and agrees that, so long
as any Advance shall remain unpaid, any Letter of Credit or Obligation shall remain outstanding or
any Lender shall have any Commitment hereunder, the Borrower will:



          (a) Reporting Requirements. Furnish to the Administrative Agent:




               (i) as soon as available and in any event within 45 days after the end of each of the first
three quarters of each Fiscal Year of the Borrower, the Consolidated balance sheets of the Borrower
and its Subsidiaries as at the end of such quarter, and the Consolidated statements of income, cash
flows and changes in stockholders’ equity of the Borrower and its Subsidiaries for the period
commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting
forth, in comparative form, the corresponding figures for the



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corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified
by a financial officer of the Borrower as having been prepared in accordance with GAAP, except for
the absence of footnotes, and as fairly presenting in all material respects the Consolidated
financial position and results of operations of the Borrower and its Subsidiaries as of the end of
such quarter and for such periods, subject, however, to year-end audit adjustments, together with a
certificate of such officer showing in detail the calculations of the financial covenants set forth
in Sections 5.02(a) and 5.02(b) for the four quarter period ending at the end of
such quarter and as at the end of such quarter, respectively (provided that the requirements of
this Section 5.01(a)(i) with respect to the delivery of financial statements shall be
deemed satisfied by publicly filing the Borrower’s Form 10-Q for such fiscal quarter with the SEC,
and such financial statements shall be deemed to have been delivered to the Administrative Agent
under this Section 5.01(a)(i) on the date such Form 10-Q has been posted on the SEC website
accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of
the SEC thereto);



               (ii) as soon as available and in any event not later than 90 days after the end of each Fiscal
Year of the Borrower, copies of the Consolidated balance sheets of the Borrower and its
Subsidiaries as at the end of such Fiscal Year, and Consolidated statements of income, cash flows
and changes in stockholders’ equity of the Borrower and its Subsidiaries for such Fiscal Year, all
certified by KPMG LLP or other independent certified public accountants of recognized national
standing, together with a certificate of a financial officer of the Borrower showing in detail the
calculations of the financial covenants set forth in Sections 5.02(a) and 5.02(b)
for the four quarter period ending at the end of such year and as at the end of such year,
respectively (provided that the requirements of this Section 5.01(a)(ii) with respect to
the delivery of financial statements shall be deemed satisfied by publicly filing the Borrower’s
Form 10-K for such Fiscal Year with the SEC, and such financial statements shall be deemed to have
been delivered to the Administrative Agent under this Section 5.01(a)(ii) on the date such
Form 10-K has been posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto);



               (iii) promptly after the sending or filing thereof, copies of all material reports which the
Borrower or any Subsidiary sends to the holders of its Equity Interests or public debt as such, and
copies of all reports and registration statements which the Borrower or any Subsidiary files with
the SEC or with any national securities exchange (provided that the requirements of this Section
5.01(a)(iii) shall be deemed satisfied by publicly filing such documents with the SEC, and such
documents shall be deemed to have been delivered to the Administrative Agent under this Section
5.01(a)(iii) on the date such documents have been posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto);



               (iv) promptly upon the receipt thereof by the Borrower or any Subsidiary, a copy of any
written notice, complaint, request for information under any Environmental Law, summons or citation
received from the EPA, or any other domestic or foreign governmental agency or instrumentality,
federal, state or local, in any way concerning any action or omission on the part of the Borrower
or any of its present or former Subsidiaries in



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connection with Hazardous Materials or the Environment if the amount involved could reasonably
be expected to result in a liability of the Borrower or any Subsidiary in excess of $50,000,000 in
the aggregate;



               (v) promptly after any Responsible Officer obtains knowledge thereof, (a) written notice in
reasonable detail of any of the following that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect: (i) any violation of, noncompliance with, or
remedial obligations under, any Environmental Law, (ii) any release or threatened release of
Hazardous Materials affecting any property owned, leased or operated by the Borrower or any
Subsidiary, (iii) the institution of any litigation or other proceeding or any adverse development
in any such litigation or other proceeding or (iv) the institution of any investigation regarding
taxes of the Borrower or any Subsidiary or the assertion of any tax claim against the Borrower or
any Subsidiary, and (b) written notice in reasonable detail of any condition or event that could
reasonably be expected to result in a Material Adverse Effect;



               (vi) as soon as possible and in any event within five days after any Responsible Officer
having obtained knowledge thereof, notice of the occurrence of any Event of Default or any Default,
and a statement of a Responsible Officer of the Borrower setting forth the details of such Event of
Default or Default and the action which the Borrower has taken and proposes to take with respect
thereto;



               (vii) as soon as possible and in any event (a) within thirty Business Days after a Responsible
Officer knows that any Termination Event described in clause (a) of the definition of Termination
Event with respect to any Plan for which an Insufficiency in excess of $50,000,000 exists, has
occurred and (b) within ten Business Days after the Borrower or any ERISA Affiliate knows or has
reason to know that any other Termination Event with respect to any Plan for which an Insufficiency
in excess of $50,000,000 exists, has occurred, a statement of the chief financial officer or chief
accounting officer of the Borrower describing such Termination Event and the action, if any, which
the Borrower or such ERISA Affiliate proposes to take with respect thereto;



               (viii) promptly and in any event within five Business Days after receipt thereof by the
Borrower or any ERISA Affiliate, copies of each notice received by the Borrower or any ERISA
Affiliate from the PBGC stating its intention to terminate any Plan for which an Insufficiency in
excess of $50,000,000 exists or to have a trustee appointed to administer any Plan for which an
Insufficiency in excess of $50,000,000 exists;



               (ix) promptly and in any event within ten Business Days after receipt thereof by the Borrower
or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by
the Borrower or any ERISA Affiliate indicating liability in excess of $50,000,000 incurred or
expected to be incurred by the Borrower or any ERISA Affiliate in connection with (a) the
imposition of a Withdrawal Liability by a Multiemployer Plan, (b) the determination that a
Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of
ERISA, or (c) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA;




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               (x) promptly upon receipt thereof and following such time as the appropriate officers of the
Borrower shall have had reasonable time to respond thereto, a copy of each formal report or
“management letter” submitted to the Borrower or any Subsidiary by its independent accountants in
connection with any annual, interim or special audit made by it of the books of the Borrower or any
Subsidiary;



               (xi) on or before 60 days after the commencement of each Fiscal Year of the Borrower, (a) a
consolidated budget of the Borrower and the Subsidiaries which includes Consolidated income
statements, balance sheets and cash flow statements of the Borrower and the Subsidiaries for each
of the four fiscal quarters of such Fiscal Year and (b) a breakdown of projected revenues,
operating expenses, utilizations and capital expenditures for each rig (other than land drilling
rigs) owned or leased by the Borrower or any Subsidiary; and



               (xii) such other information respecting the business, condition or operations, financial or
otherwise, of the Borrower, any Subsidiary or any SPV as any Lender through the Administrative
Agent may from time to time reasonably request.



          (b) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply,
with all applicable laws, rules, regulations and orders (including ERISA and Environmental Laws),
except to the extent that noncompliance therewith could not reasonably be expected to result in a
Material Adverse Effect.




          (c) Maintenance of Insurance. Maintain, and cause each of the Subsidiaries to
maintain, with responsible and reputable insurance companies or associations, including captive
insurance companies, or through self insurance, insurance in such amounts, with such deductibles
and covering such risks as is customarily carried by companies engaged in similar businesses and
owning similar properties as the Borrower and its Significant Subsidiaries, all as determined by
the Borrower in its reasonable judgment.




          (d) Preservation of Existence, Etc. Except as permitted by Section 5.02(e),
preserve and maintain, and cause each of its Significant Subsidiaries to preserve and maintain,
its legal existence, rights (charter, if applicable, and statutory), franchises, permits, licenses
and approvals and qualify and remain qualified, and cause each Significant Subsidiary to qualify
and remain qualified, as a foreign corporation or other entity in each jurisdiction in which
qualification is legally required; provided, that this Section 5.01(d) shall not
require the Borrower or any Significant Subsidiary to preserve or maintain any legal existence
(other than that of the Borrower), right, franchise, permit, license, approval or qualification if
the Borrower or such Significant Subsidiary shall determine that (i) the preservation and
maintenance thereof is no longer desirable in the conduct of the business of the Borrower or such
Significant Subsidiary, and that the loss thereof is not disadvantageous in any material respect
to the Lenders, or (ii) the failure to maintain and preserve the same could not reasonably be
expected, in the aggregate, to result in a Material Adverse Effect. Upon receipt of a written
request therefor from the Borrower, the Administrative Agent will execute and deliver, at the
Borrower’s expense, all documents as may reasonably be requested to effect a release of a
Guarantor that ceases to exist in accordance with this Section 5.01(d) or Section
5.02(e).




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          (e) Visitation Rights. At any reasonable time and from time to time, permit (i) the
Administrative Agent or any of the Lenders or any agents or representatives thereof to visit and
inspect the properties of the Borrower or any Subsidiary, and (ii) the Administrative Agent to
examine and make copies of the records and books of account of the Borrower or any Subsidiary, and
to discuss the affairs, finances and accounts of the Borrower or any Subsidiary with, and be
advised as to the same by, any Responsible Officer of the Borrower.




          (f) Maintenance of Properties. Maintain, and cause each Significant Subsidiary to
maintain, in good repair, working order and condition (but subject to reasonable wear and tear in
the ordinary course of business), all property necessary to the proper conduct of the business of
the Borrower and its Significant Subsidiaries, and from time to time make or cause to be made all
appropriate repairs, renewals and replacements thereof in all material respects, except to the
extent that the failure to so maintain such property or the failure to make or cause to be made
such repairs, renewals or replacements could not reasonably be expected to result in a Material
Adverse Effect; provided that this Section 5.01(f) shall not apply to property
that is lost or damaged in connection with a casualty event or is subjected to a condemnation or
other taking.




          (g) Operation of Business. Operate, and cause each Subsidiary to operate, its
business and properties prudently in all material respects in accordance with industry standards
(including in respect of safety and Environmental matters) and in accordance with all insurance
requirements, except where the failure to so operate could not reasonably be expected to result in
a Material Adverse Effect




          (h) Business. Remain, and cause each Subsidiary to remain, primarily engaged in (a)
the contract drilling business, (b) the provision of services to the energy industry, (c) other
existing businesses described in current SEC filings and/or (d) businesses related, ancillary or
complementary to the business of the Borrower and its Subsidiaries on the date hereof.




          (i) Books and Records. Maintain, and cause each Subsidiary and SPV to maintain, a
system of accounting in such manner as will enable preparation of financial statements in
accordance with GAAP.




          (j) Taxes. Duly pay and discharge and cause each of its Subsidiaries to duly pay and
discharge all Taxes upon or against it or its properties within ninety (90) days after becoming
due or, if later, prior to the date on which penalties are imposed for such unpaid Taxes, unless
and to the extent that (i) the same is being contested in good faith and by appropriate
proceedings and reserves have been established in conformity with GAAP, or (ii) the failure to
effect such payment or discharge or any delay in filing could not reasonably be expected to have a
Material Adverse Effect.




          (k) Subsidiary Guarantees. Concurrently with the execution by a Guarantor of a
Guaranty, cause such Guarantor to deliver to the Administrative Agent legal opinions from counsel
reasonably acceptable to the Administrative Agent covering the types of matters covered in
Exhibits D and E, certificates of the type referred to in Sections
3.01(b), 3.01(c) and 3.01(f) in respect of such Guarantor and other documents
reasonably requested by the



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Administrative Agent, all of which shall be in the form and substance reasonably satisfactory
to the Administrative Agent.




          (l) Further Assurances. At any time and from time to time, at the Borrower’s
expense, promptly execute and deliver, and cause each Subsidiary to execute and deliver, to the
Administrative Agent such further instruments and documents, and take such further action, as the
Majority Lenders may from time to time reasonably request, in order to further carry out the
intent and purpose of the Credit Documents and to establish and protect the rights, interests and
remedies created, or intended to be created, in favor of the Administrative Agent or any of the
Lenders.




     Section 5.02. Negative Covenants. The Borrower covenants and agrees that, so long as
any Advance shall remain unpaid, any Letter of Credit or Obligation shall remain outstanding or any
Lender shall have any Commitment hereunder:



          (a) Interest Coverage Ratio. The Borrower will not permit the Interest Coverage
Ratio as of the end of any fiscal quarter to be less than 2.95 to 1.00 for any period of four
consecutive fiscal quarters of the Borrower ending after the date hereof.




          (b) Consolidated Debt to Total Tangible Capitalization Ratio. The Borrower will not
permit the Consolidated Debt to Total Tangible Capitalization Ratio as of the end of any fiscal
quarter of the Borrower to exceed 50.0%.




          (c) Liens. The Borrower will not create, assume, incur or suffer to exist or permit
any Subsidiary to create, assume, incur or suffer to exist, any Lien on or in respect of any
property of the Borrower or any Subsidiary, except that the Borrower and any Subsidiary may
create, incur, assume or suffer to exist the following (collectively, the “Permitted
Liens”):




               (i) Liens existing on the Effective Date (each such Lien, to the extent it secures Debt or
other obligations in an aggregate amount of $25,000,000 or more, being described on Schedule
4.01(s) attached hereto);



               (ii) Liens on the Equity Interests or assets of SPV’s;



               (iii) Liens securing interest rate or foreign exchange hedging obligations (regardless of
whether such hedging obligations are subject to hedge accounting), incurred in the ordinary course
of business and not for speculative purposes, in an aggregate principal amount not to exceed
$50,000,000 at any time;



               (iv) Liens to secure Debt incurred for the purpose of financing all or a part of the purchase
price or construction cost of property (including the cost of upgrading, refurbishing, renovating
or repairing drilling rigs, drillships and other vessels and platforms) if in the case of all such
Liens, (A) such Liens secure Debt otherwise permitted, (B) the principal amount of the Debt secured
by such Liens does not exceed the cost of the property so acquired, constructed, upgraded,
refurbished, renovated or repaired plus transaction costs related thereto, (C) such Liens do not
encumber any other property (other than the proceeds (including, without limitation, proceeds from
associated contracts and insurances) of, improvements, accessories and upgrades to, and related
contracts, intangibles and other assets incidental to or arising from, the



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property so acquired, constructed, upgraded, refurbished, renovated or repaired and the
capital stock of Subsidiaries that own, whether directly or indirectly, only the property so
acquired, constructed, upgraded, refurbished, renovated or repaired and related property), (D) such
Liens attach no later than 12 months after the latest of (x) commencement of commercial operation
of the property so acquired, constructed, upgraded, refurbished, renovated or repaired, (y)
completion of the construction, upgrade, refurbishment, renovation or repair of such property and
(z) the acquisition of such property and (E) the aggregate principal amount of the Debt secured by
the Liens granted pursuant to this clause (iv) may not exceed, at any time, $175,000,000;




               (v) Liens created by capital leases, provided that such Liens attach only to the property
leased pursuant thereto and proceeds (including, without limitation, proceeds from associated
contracts and insurances) of, and improvements, accessories and upgrades to, the property leased
pursuant thereto;



               (vi) Liens arising in the ordinary course of business by operation of law, deposits, pledges
or other Liens in connection with workers’ compensation, unemployment insurance, old age benefits,
social security obligations, taxes, assessments, public or statutory obligations or other similar
charges, good faith deposits, pledges or other liens in connection with (or to obtain letters of
credit in connection with) bids, performance, return-of-money or payment bonds, contracts or leases
to which the Borrower or its Subsidiaries are party or other deposits required to be made in the
ordinary course of business; provided that in each case the obligation secured is not for
Debt for borrowed money and is not overdue or, if overdue, is being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP have been provided therefor;



               (vii) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, maritime or other similar
Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens)
related to obligations not overdue for more than thirty (30) days if such Liens arise with respect
to domestic assets and for more than ninety (90) days if such Liens arise with respect to foreign
assets, or, if so overdue, that are being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not
reasonably be expected to have Material Adverse Effect;



               (viii) Liens for taxes not more than ninety (90) days past due or which can thereafter be paid
without penalty or which are being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP have been provided therefor, or if such Liens otherwise could not
reasonably be expected to have Material Adverse Effect;



               (ix) Liens imposed by ERISA (or comparable foreign laws) which are being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor,
or if such liens otherwise could not reasonably be expected to have Material Adverse Effect;



               (x) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries,
or in connection with surety or appeal bonds or the like in connection with bonding such judgments
or awards, the time for appeal from which or petition for rehearing



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of which shall not have expired or for which the Borrower or such Subsidiary shall be
prosecuting on appeal or proceeding for review, and for which it shall have obtained (within thirty
(30) days with respect to a judgment or award rendered in the United States or within sixty (60)
days with respect to a judgment or award rendered in a foreign jurisdiction after entry of such
judgment or award or expiration of any previous such stay, as applicable) a stay of execution or
the like pending such appeal or proceeding for review; provided, that the aggregate amount of
uninsured or underinsured liabilities (net of customary deductibles, and including interest, costs,
fees and penalties, if any) of the Borrower and its Subsidiaries secured by such Liens shall not
exceed $50,000,000 at any time outstanding;




               (xi) rights reserved to or vested in any municipality or governmental, statutory or public
authority by the terms of any right, power, franchise, grant, license or permit, or by any
provision of law, to terminate such right, power, franchise, grant, license or permit or to
purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a
Person;



               (xii) rights reserved to or vested in any municipality or governmental, statutory or public
authority to control, regulate or use any property of a Person;



               (xiii) rights of a common owner of any interest in property held by a Person and such common
owner as tenants in common or through other common ownership;



               (xiv) encumbrances (other than to secure the payment of Debt), easements, restrictions,
servitudes, permits, conditions, covenants, exceptions or reservations in any property or
rights-of-way of a Person for the purpose of roads, pipelines, transmission lines, transportation
lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other
natural resources, and other like purposes, or for the joint or common use of real property,
rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in title of any
property or rights-of-way;



               (xv) Liens created by or resulting from zoning, planning and environmental laws and ordinances
and municipal regulations;



               (xvi) Liens on property securing Non-Recourse Debt incurred for the purpose of financing all
or a part of the purchase price or construction cost of property (including the cost of upgrading,
refurbishing, renovating or repairing drilling rigs, drillships and other vessels and platforms)
if, in the case of all such Liens, (i) such Liens secure Debt otherwise permitted, and (ii) such
Liens do not encumber any other property (other than the proceeds (including, without limitation,
proceeds from associated contracts and insurances) of, improvements, accessories and upgrades to,
and related contracts, intangibles and other assets incidental to or arising from, the property so
acquired, constructed, upgraded, refurbished, renovated or repaired and the capital stock of
Subsidiaries that own, whether directly or indirectly, only the property so acquired, constructed,
upgraded, refurbished, renovated or repaired and related property);



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               (xvii) Liens securing Debt or other obligations of (a) any SPV or Subsidiary of the Borrower
in favor of the Borrower or (b) any Wholly-Owned Subsidiary that is not a Guarantor to any other
Wholly-Owned Subsidiary of the Borrower;



               (xviii) Liens on property existing at the time such property is acquired by the Borrower or
any of its Subsidiaries and not created in contemplation of such acquisition (or on repairs,
renewals, replacements, additions, accessions and betterments thereto), and Liens on the assets of
any Person at the time such Person becomes a Subsidiary of the Borrower and not created in
contemplation of such Person becoming a Subsidiary of the Borrower (or on repairs, renewals,
replacements, additions, accessions and betterments thereto);



               (xix) Liens created or evidenced by or resulting from financing statements filed by lessors of
property (but only relating to the leased property);



               (xx) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of
business;



               (xxi) Liens securing Debt and other obligations of Spin-off Subsidiaries, provided that (i)
such Liens secure Debt and other obligations otherwise permitted and (ii) such Liens do not
encumber any property or assets other than the property and assets of Spin-off Subsidiaries;



               (xxii) other Liens created in connection with securitization programs, if any, of the Borrower
and its Subsidiaries; provided that, to the extent such liens secure Debt, such Debt is otherwise
permitted;



               (xxiii) other Liens securing Debt (or other obligations) not exceeding at the time of
incurrence thereof (together with all such other Liens securing Debt (or other obligations)
outstanding pursuant to this clause (xxiii) at such time), $100,000,000;



               (xxiv) extensions, renewals and replacements of the Permitted Liens described above, so long
as there is no increase in the Debt secured thereby (other than amounts incurred to pay costs of
renewal and replacement) and no additional property (other than accessions, improvements, and
replacements in respect of such property) is subject to such Lien.



          (d) Debt. The Borrower will not permit any Subsidiary to create, incur, assume,
guarantee, otherwise become liable for or suffer to exist, any Debt other than:




               (i) Debt under the Credit Documents;



               (ii) Debt existing on the Effective Date (such Debt, to the extent the principal amount
thereof is $25,000,000 or more, being described on Schedule 4.01(r) attached hereto);



               (iii) Debt owing to the Borrower, any Subsidiary or any SPV;



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               (iv) Debt under any interest rate protection agreements or foreign exchange hedges (regardless
of whether such hedging obligations are subject to hedge accounting) incurred in the ordinary
course of business and not for speculative purposes;



               (v) Debt (x) under unsecured overdraft lines of credit or for working capital purposes in
foreign countries with financial institutions and (y) arising from the honoring by a bank or other
Person of a check, draft or similar instrument inadvertently drawing against insufficient funds,
all such Debt not to exceed $100,000,000 in the aggregate at any time outstanding;



               (vi) Debt of a Person existing at the time such Person becomes a Subsidiary of the Borrower or
is merged with or into the Borrower or any Subsidiary of the Borrower and not incurred in
contemplation of such transaction;



               (vii) Debt under performance guaranties and letters of credit issued in the ordinary course of
business;



               (viii) Debt consisting of Pre-Completion Guaranties to the extent that the aggregate principal
amount of the obligations guaranteed under such Pre-Completion Guaranties does not exceed
$175,000,000 at any time outstanding;



               (ix) Debt incurred for the purpose of financing all or a part of the purchase price or
construction cost of property (including the cost of upgrading, refurbishing, renovating or
repairing drilling rigs, drillships and other vessels and platforms owned by the Borrower or any of
its Subsidiaries) within the limitations of Section 5.02(c)(iv) above;



               (x) Debt in an aggregate principal amount outstanding at the time of incurrence thereof
(together with all such other Debt outstanding pursuant to this clause (x) at such time) not to
exceed $100,000,000 (the “Subsidiary Debt Basket Amount”);



               (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so
long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the
form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision
that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall
be terminated upon notice by the Borrower to the Administrative Agent that (a) the aggregate
principal amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding
clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket Amount and (b)
no Default or Event of Default has occurred and is continuing;



               (xii) Debt of Subsidiaries (a) whose assets consist primarily of jack-up rigs owned by the
Borrower or any Subsidiary as of the Effective Date (or the capital stock of Subsidiaries whose
assets consist primarily of jack-up rigs owned by the Borrower or any Subsidiary as of the
Effective Date) and (b) all or a portion of the capital stock of which is intended to be
distributed to the shareholders of the Borrower (such Subsidiaries being referred to as
“Spin-off Subsidiaries”); provided that neither the Borrower nor any Subsidiary of
the Borrower (other than Spin-off Subsidiaries) shall have any liability in respect of such Debt;
and



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               (xiii) extensions, refinancings, renewals or replacements of the Debt permitted above which,
in the case of any such extension, refinancing, renewal or replacement, does not increase the
amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to
pay the costs of such extension, refinancing, renewal or replacement.



          (e) Mergers and Dispositions of All or Substantially All Assets. The Borrower shall
not, nor shall it permit any Significant Subsidiary or Subsidiaries which, if taken together in a
series of related transactions, would constitute a Significant Subsidiary, to merge into or
consolidate with any other Person or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve or sell, transfer, lease or otherwise dispose of all or substantially all
of its assets, except that (i) the Borrower may merge into, or consolidate with, any Person if the
Borrower is the surviving entity, (ii) any Subsidiary may merge into, or consolidate with, the
Borrower if the Borrower is the surviving entity, (iii) any Subsidiary may merge into, or
consolidate with, any other Subsidiary, (iv) any Subsidiary may merge into, or consolidate with,
any Person other than the Borrower or any other Subsidiary if (A) such Subsidiary is the surviving
entity or (B) such other Person is the surviving entity and becomes a Subsidiary contemporaneously
with such merger or consolidation, (v) the Borrower may sell, transfer, lease or otherwise dispose
of all or substantially all of its assets (including stock in its Subsidiaries) to any of its
Subsidiaries or any other Person who will contemporaneously therewith become a Subsidiary, and
(vi) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of
its assets (including stock in its Subsidiaries) to the Borrower or any other Subsidiary;
provided that, in the case of any transaction described in the preceding clauses (i) and (v),
no Default or Event of Default shall exist immediately prior to, or after giving effect to, such
transaction; provided further that sales, transfers or other dispositions (including by
way of dividend or distribution) of Non-Core Assets shall not be subject to the restrictions
imposed by this covenant.




          (f) Restrictive Agreements. The Borrower shall not create or otherwise cause or
permit to become effective, or permit any Subsidiary to create or otherwise cause or permit to
become effective, any consensual encumbrance or restriction on the ability of any Subsidiary
(other than a SPV or a Project Finance Subsidiary) to (i) pay dividends or make any other
distributions to, or pay any debt owed to, the Borrower or any Subsidiary, (ii) make any loans or
advances to or investments in the Borrower or any Subsidiary, or (iii) transfer any property to
the Borrower or any Subsidiary, in each case, other than (a) encumbrances or restrictions
contained in, or existing by reason of, any agreement or instrument existing on the date hereof,
(b) encumbrances or restrictions contained in, or existing by reason of, any agreement or
instrument relating to property existing at the time of the acquisition thereof, so long as such
encumbrances or restrictions relate only to the property so acquired, (c) encumbrances or
restrictions contained in, or existing by reason of, any agreement or instrument relating to any
debt of, or otherwise to, any Subsidiary at the time such Subsidiary was merged or consolidated
with or into, or acquired by, the Borrower or a Subsidiary or became a Subsidiary and not created
in contemplation thereof, (d) encumbrances or restrictions contained in, or existing by reason of,
any agreement or instrument effecting a renewal, extension, refinancing, refund or replacement (or
successive extensions, renewals, refinancings, refunds or replacements) of debt issued under an
agreement referred to in clauses (a) through (c) above, so long as the encumbrances and
restrictions contained in any such renewal, extension, refinancing, refund or replacement
agreement, taken as a whole, are not materially more



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restrictive than the encumbrances and restrictions contained in the original agreement, as
determined in good faith by the board of directors of the Borrower, (e) customary provisions
restricting subletting or assignment of any leases of the Borrower or any Subsidiary or provisions
in agreements that restrict the assignment of such agreement or any rights thereunder, (f)
restrictions on the sale or other disposition of any property securing Debt as a result of a Lien
on such property permitted hereunder, (g) temporary encumbrances or restrictions with respect to a
Subsidiary under an agreement that has been entered into for the disposition of all or
substantially all of the outstanding Equity Interests of or assets of such Subsidiary,
provided that such disposition is otherwise permitted hereunder, (h) customary
restrictions on cash, other deposits or assets imposed by customers and other persons under
contracts entered into in the ordinary course of business, (i) encumbrances or restrictions
contained in any agreement or instrument relating to Debt that prohibit the transfer of all or
substantially all of the assets of the obligor under such agreement or instrument unless the
transferee assumes the obligations of the obligor under such agreement or instrument or such
assets may be transferred subject to such prohibition, (j) encumbrances or restrictions
constituting a requirement that a certain amount of Debt be maintained between a Subsidiary and
the Borrower or another Subsidiary, (k) encumbrances or restrictions with respect to property
under an agreement that has been entered into for the disposition of such property,
provided that such disposition is otherwise permitted hereunder, (l) encumbrances or
restrictions with respect to property under a charter, lease or other agreement that has been
entered into for the employment of such property, (m) encumbrances or restrictions contained in,
or existing by reason of, any agreement or instrument governing Debt of any Foreign Subsidiary,
which encumbrances or restrictions are not applicable to any person, or the properties or assets
of any person, other than any such Foreign Subsidiary and its subsidiaries, or (n) encumbrances or
restrictions contained in joint venture agreements, partnership agreements and other similar
agreements with respect to a joint ownership arrangement restricting the disposition or
distribution of assets or property of such joint venture, partnership or other joint ownership
entity, or any of such Person’s subsidiaries, if such encumbrances or restrictions are not
applicable to the property or assets of any other Person.




          (g) Compliance with ERISA. The Borrower shall not terminate, nor shall it permit the
termination of, any Plan so as to result in any liability of the Borrower or any Subsidiary to the
PBGC in excess of $50,000,000.




          (h) Affiliate Transactions. The Borrower and its Subsidiaries shall not enter into
or engage in any material transaction or series of related transactions or related arrangements
which in the aggregate would be material with any Affiliate, including without limitation, the
purchase from, sale to or exchange of property with, any merger or consolidation with or into, or
the rendering of any service by or for, any Affiliate, except pursuant to the requirements of the
Borrower’s or such Subsidiary’s business and unless such transaction or arrangement or series of
related transactions or arrangements, taken as a whole, are no less favorable to the Borrower or
such Subsidiary than would be obtained in an arms’ length transaction with a Person not an
Affiliate; provided that the foregoing restriction shall not apply to (i) transactions
between or among the Borrower and its Subsidiaries or between or among Subsidiaries, (ii)
transactions involving any employee benefit plans or related trusts of the Borrower or any of its
Subsidiaries, (iii) transactions pursuant to any contract or agreement outstanding as of (x) with
respect to the Borrower, the Effective Date or (y) with respect to any



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Subsidiary of the Borrower, the Effective Date, or if later, the date such Subsidiary first
became a Subsidiary of the Borrower, and (iv) transactions otherwise specifically permitted
herein.




          (i) Documents. The Borrower shall not, nor shall it permit any Subsidiary to, amend,
waive, terminate or otherwise modify, or agree to the amendment, waiver, termination or other
modification of, the charter, bylaws or other similar documents of the Borrower or any Subsidiary,
except if all such amendments, waivers, terminations and other modifications, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.




          (j) Hedging. The Borrower shall not enter into, or permit any Subsidiary to enter
into, any Hedging Agreement other than Hedging Agreements entered into for bona fide hedging
purposes (and not for speculative purposes) in the ordinary course of the Borrower’s or a
Subsidiary’s business.




          (k) Use of Proceeds. The Borrower shall not use, or permit any Subsidiary to use,
the proceeds of any Advance or Letter of Credit for any purpose other than to refinance the
Existing Credit Facility, investments, acquisitions, capital expenditures, the repayment and
back-up of commercial paper or for other general corporate purposes, or use, or permit any
Subsidiary to use, any such proceeds in a manner which violates or results in a violation of
Regulation T, U or X of the Federal Reserve Board.




          (l) Sale Leaseback Transactions. The Borrower shall not enter into, or permit any
Subsidiary to enter into, any Sale Leaseback Transaction, except those that may be incurred,
assumed or suffered to exist without violating this Agreement, including, without limitation, the
financial covenants set forth in Section 5.02(a) and Section 5.02(b).




ARTICLE VI

EVENTS OF DEFAULT




     Section 6.01. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing:



          (a) The Borrower shall fail to pay any principal amount of any Advance, any interest thereon
or any fees or other amounts due hereunder or under any other Credit Document to which it is a
party within three (3) Business Days following the date when due; or




          (b) Default by the Borrower or any Subsidiary in the observance or performance of any
covenant set forth in Sections 5.02(a), 5.02(b), (c) or (e); or




          (c) Default by the Borrower or any Subsidiary in the observance or performance of any
provision hereof or of any other Credit Document not mentioned in clauses (a) or (b) above, which
is not remedied within thirty (30) days after notice thereof to the Borrower by the Administrative
Agent; or




          (d) Any representation or warranty made by any Credit Party (or any officer, agent or
representative of any Credit Party) (including representations and warranties deemed



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made pursuant to Section 3.02 or Section 3.03) in or in connection with any
Credit Document shall prove to have been incorrect in any material respect when made or deemed
made; or




          (e) The Borrower or any Subsidiary shall (i) fail to pay any principal of or premium or
interest on any Debt which is outstanding in the principal amount of at least $50,000,000 in the
aggregate, of such Person, when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Debt;
or (ii) default in the observance or performance of any covenant or obligation contained in any
agreement or instrument relating to any such Debt, or permit or suffer any other event to occur or
condition to exist under any agreement or instrument relating to any such Debt, and such default
or other event or condition shall continue after the applicable grace period, if any, specified in
such agreement or instrument, if the effect thereof is to accelerate, or to permit the
acceleration of, the maturity of such Debt or require such Debt to be prepaid prior to the stated
maturity thereof; or




          (f) The Borrower or any Significant Subsidiary (i) has entered involuntarily against it an
order for relief under the Bankruptcy Code or a comparable action is taken under any bankruptcy or
insolvency law of another country or political subdivision of such country, (ii) generally does
not pay, or admits its inability generally to pay, its debts as they become due, (iii) makes a
general assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or
acquiesces in, the appointment of a receiver, custodian, trustee, liquidator or similar official
for it or any substantial part of its property under the Bankruptcy Code or under the bankruptcy
or insolvency laws of another country or a political subdivision of such country, (v) institutes
any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code or
any comparable law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or
other pleading denying the material allegations of or consents to or acquiesces in any such
proceeding filed against it, (vi) makes any board of directors resolution in direct furtherance of
any matter described in clauses (i)-(v) above, or (vii) fails to contest in good faith any
appointment or proceeding described in this Section 6.01(f); or




          (g) A custodian, receiver, trustee, liquidator or similar official is appointed for the
Borrower or any Significant Subsidiary or any substantial part of its property under the
Bankruptcy Code or under the bankruptcy or insolvency laws of another country or a political
subdivision of such country, or a proceeding described in Section 6.01(f)(v) is instituted
against any Credit Party or any Significant Subsidiary, and such appointment continues
undischarged or such proceeding continues undismissed and unstayed for a period of sixty (60) days
(or one hundred twenty (120) days in the case of any such event occurring outside the United
States of America); or




          (h) The Borrower or any Subsidiary of the Borrower fails within thirty (30) days with respect
to any judgments or orders that are rendered in the United States or sixty (60) days with respect
to any judgments or orders that are rendered in foreign jurisdictions (or such earlier date as any
execution on such judgments or orders shall take place) to vacate, pay, bond or otherwise
discharge any non-interlocutory judgments or orders for the payment of money,



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the uninsured portion of which is in excess of $50,000,000 in the aggregate, and which are
not stayed on appeal or otherwise being appropriately contested in good faith in a manner that
stays execution; or




          (i) Any Termination Event as defined in clause (b), (e) or (f) of the definition thereof with
respect to a Plan shall have occurred and, 30 days after notice thereof shall have been given to
the Borrower by the Administrative Agent, (i) such Termination Event shall still exist and (ii)
the sum (determined as of the date of occurrence of such Termination Event) of the liabilities to
the PBGC resulting from all such Termination Events is equal to or greater than $50,000,000; or




          (j) The Borrower or any Subsidiary shall have been notified by the sponsor of a Multiemployer
Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans in connection with
Withdrawal Liabilities (determined as of the date of such notification), exceeds $50,000,000 or
requires payments exceeding $50,000,000 in any year; or




          (k) The Borrower or any Subsidiary shall have been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning
of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual
contributions of the Borrower and the Subsidiaries to all Multiemployer Plans which are then in
reorganization or being terminated have been or will be increased over the amounts contributed to
such Multiemployer Plans for the respective plan years which include the date hereof by an amount
exceeding $50,000,000 in the aggregate; or




          (l) Any event occurs creating any ERISA Liabilities that could reasonably be expected to
result in a Material Adverse Effect and such event is not cured within 30 days from the occurrence
of such event; or




          (m) Any Change in Control occurs;




          (n) Any material provision of any Credit Document executed by a Credit Party for any reason
is not a legal, valid, binding and enforceable obligation of such Credit Party (except as the
enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally and by general
principles of equity), or any Credit Party shall so state in writing; or




          (o) Any Credit Party shall contest the enforceability of any Subsidiary Guaranty;




     then, and in any such event, the Administrative Agent (i) shall at the request, or may with
the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of the
Issuing Banks to issue Letters of Credit to be terminated and the obligation of each Lender to make
Advances to be terminated, whereupon each such obligation and all of the Commitments shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other
Obligations to be forthwith due and payable, whereupon the Advances, all such interest and all



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other Obligations shall become and be forthwith due and payable, without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or further notice of any kind, all
of which are hereby expressly waived by the Borrower and each other Credit Party; provided
that in the event of an actual or deemed entry of an order for relief with respect to the Borrower
under the Bankruptcy Code, (a) the obligation of the Issuing Banks to issue Letters of Credit, the
obligation of each Lender to make Advances and all of the Commitments shall automatically be
terminated and (b) the Advances, all such interest, all other Obligations and all amounts
contemplated by Section 6.02 shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower and each other Credit Party.




     Section 6.02. L/C Cash Collateral Accounts. Upon the occurrence and during the
continuance of any Event of Default (if the Administrative Agent has declared all amounts owed by
the Borrower hereunder to be due and payable), the Borrower agrees that it shall forthwith, without
any demand or the taking of any other action by the Issuing Banks, the Administrative Agent, or any
of the Lenders, provide cover for the outstanding Letter of Credit Liabilities in respect of all
Letters of Credit by paying to the Administrative Agent immediately available funds in the amount
equal to the then aggregate Letter of Credit Liabilities of all outstanding Letters of Credit,
which funds shall be deposited into a blocked deposit account or accounts to be established and
maintained at the office of one or more of the Issuing Banks (or affiliates thereof) in the name of
the Administrative Agent as collateral security for all Letter of Credit Liabilities (the “L/C
Cash Collateral Account”). The Borrower hereby pledges, and grants to the Administrative Agent
for the ratable benefit of the Lenders, a first priority security interest in all funds held in the
L/C Cash Collateral Account from time to time and all proceeds thereof, as security for the payment
of all Obligations. The Administrative Agent shall have sole control over the L/C Cash Collateral
Account and shall from time to time withdraw funds then held in the L/C Cash Collateral Account to
satisfy the payment of the Obligations as shall have become or shall become due and payable under
this Agreement. The Administrative Agent shall exercise reasonable care in the custody and
preservation of any funds held in the L/C Cash Collateral Account and shall be deemed to have
exercised such care if such funds are accorded treatment substantially equivalent to that which the
Administrative Agent accords its own property, it being understood that the Administrative Agent
shall not have any responsibility for taking any necessary steps to preserve rights against any
parties with respect to any such funds or for investing such funds.



     Section 6.03. Application of Amounts Received Following the Occurrence of an Event of
Default. Upon the occurrence and during the continuance of any Event of Default, any amounts
received by the Administrative Agent from the Borrower or from a Guarantor in connection with its
guaranty of the Obligations, shall be applied to the Obligations in the following order of
priority:



               (i) first, to the payment of any and all out-of-pocket costs and expenses of the
Administrative Agent, as provided by this Agreement or by any other Credit Document, incurred in
connection with the collection of such payment or in respect of the enforcement of any rights of
the Administrative Agent, the Issuing Banks, or the Lenders under this Agreement or any other
Credit Document;



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               (ii) second, to the payment of any and all out-of-pocket costs and expenses of the
Issuing Banks and the Lenders, as provided by this Agreement or by any other Credit Document,
incurred in connection with the collection of such payment or in respect of the enforcement of any
rights of the Lenders or the Issuing Banks under this Agreement or any other Credit Document, pro
rata in the proportion in which the amount of such costs and expenses unpaid to each Lender and
Issuing Bank bears to the aggregate amount of the costs and expenses unpaid to all Lenders and
Issuing Banks collectively, until all such fees, costs and expenses have been paid in full;



               (iii) third, to the payment of any due and unpaid fees to the Administrative Agent or
any Lender or any Issuing Bank as provided by this Agreement or any other Credit Document, pro rata
in the proportion in which the amount of such fees due and unpaid to the Administrative Agent and
each Lender and Issuing Bank bears to the aggregate amount of the fees due and unpaid to the
Administrative Agent and all Lenders and Issuing Banks collectively, until all such fees have been
paid in full;



               (iv) fourth, to the payment of accrued and unpaid interest on the Advances and Demand
Loans to the date of such application, pro rata in the proportion in which the amount of such
interest, accrued and unpaid to each Lender or the applicable Issuing Banks bears to the aggregate
amount of such interest accrued and unpaid to all Lenders and such Issuing Banks collectively,
until all such accrued and unpaid interest has been paid in full;



               (v) fifth, to the payment of principal on all Advances and Demand Loans pro rata in
the proportion in which the amount of such principal due each Lender or the applicable Issuing
Banks bears to the aggregate amount of such principal due to all Lenders and such Issuing Banks
collectively, until all such principal has been paid in full, and (b) to the extent any Letters of
Credit have not been fully cash collateralized pursuant to Section 6.02 hereof, to the cash
collateralization of such Letters of Credit. With respect to Obligations that are not then
payable, any amount reserved pursuant to this Section 6.03 shall be deposited in a
Collateral Account until such time or times as such Obligations become payable, or the obligees
under such Obligations notify the Administrative Agent that there are no remaining liability under
such Obligations; and after such payment or notice, any surplus reserved amount, to the extent not
applied to such Obligations, shall be available for distribution in accordance with the priority
established in this Section 6.03; and



               (vi) sixth; to the payment of any other outstanding Obligations then due and payable,
pro rata in the proportion in which the outstanding Obligations owing to each Lender, Issuing Bank
and Administrative Agent bears to the aggregate amount of all such Obligations until all such
Obligations have been paid in full; and



               (vii) seventh, any surplus of such amounts remaining after payment in full in cash of
all the Obligations and the termination or cash collateralization of all Letters of Credit and the
termination of all Commitments, shall be paid over to the Borrower, or whomever may be lawfully
entitled to receive such surplus, in a commercially reasonable time, provided that none of
the Lender Parties shall be liable for any interest, cost or expense in connection with any delay
in delivering such proceeds to the Borrower or other Person.



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ARTICLE VII

THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS




     Section 7.01. Authorization and Action. Each Lender hereby irrevocably appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Documents as are delegated to the Administrative Agent, by the terms hereof
and thereof, together with such powers and discretion as are reasonably incidental thereto. As to
any matters not expressly provided for by the Credit Documents (including enforcement or collection
of the Notes), the Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes; provided that the
Administrative Agent shall not be required to take any action which exposes the Administrative
Agent to personal liability or which is contrary to any Credit Document or applicable law and shall
not be required to initiate or conduct any litigation or other proceedings. The Administrative
Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement. The provisions of this Article VII are solely for
the benefit of the Administrative Agent and the Lender Parties, and neither the Borrower nor any
other Credit Party shall have rights as a third party beneficiary of any of such provisions.



     Section 7.02. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with any Credit Document, except for its
or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall
be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of
this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or
the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended or shall be so construed as to impose upon the Administrative Agent any
obligations in respect of this Agreement or any other Credit Document except as expressly set forth
herein. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may
treat the payee of any Note as the holder thereof until the Administrative Agent receives and
accepts a Transfer Agreement entered into by the Lender that is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06; (ii) may
consult with legal counsel (including counsel for any Credit Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender
for any statements, warranties or representations (whether written or oral) made in or in
connection with any Credit Document or any other instrument or document furnished pursuant hereto
or in connection herewith; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any Credit Document or
any other instrument or document furnished pursuant hereto or in connection herewith on the part of
the Borrower or any other Person or to inspect the property (including the books and records) of
the Borrower or any other Person; (v) shall not be responsible for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Credit Document or any other
instrument or document furnished pursuant hereto or



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in connection herewith or for the perfection, existence, sufficiency or value of any
collateral, any guaranty or any insurance; and (vi) shall incur no liability under or in respect of
any Credit Document, except for its own gross negligence or willful misconduct, by acting upon any
notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram,
cable or telex) believed by it to be genuine and signed, given or sent by the proper party or
parties. Without limiting the generality of the foregoing, insofar as the Administrative Agent is
concerned, with respect to any Advance, each Lender shall be deemed to have consented to, approved
and be satisfied with each matter referred to in Article III, unless the officer of the
Administrative Agent responsible for the transactions contemplated by the Credit Documents shall
have received written notice from such Lender prior to such Advance specifying its objection
thereto and such Lender shall not have made available to the Administrative Agent any portion of
such Advance; provided that this sentence is solely for the benefit of the Administrative
Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Article
III, Section 6.01(d) or any other provision applicable to any Credit Party, whether in
respect of such Advance or any other Advance or matter.




     Section 7.03. Administrative Agent and Its Affiliates. With respect to its
Commitment, the Advances made by it and the Notes issued to it, each Lender which is also the
Administrative Agent shall have the same rights and powers under the Credit Documents as any other
Lender and may exercise the same as though it were not the Administrative Agent; and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include any Lender serving as
the Administrative Agent in its individual capacity. Any Lender serving as the Administrative
Agent and its affiliates may accept deposits from, lend money to, act as trustee under indentures
of, accept investment banking engagements from and generally engage in any kind of business with,
the Borrower, any of the Subsidiaries and any Person who may do business with or own securities of
the Borrower or any Subsidiary, all as if such Lender were not the Administrative Agent and without
any duty to account therefor to the Lenders. In the event that Citibank, N.A. or any of its
Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as
amended, the “Trust Indenture Act”) in respect of any securities issued or guaranteed by
any Credit Party, the parties hereto acknowledge and agree that any payment or property received in
satisfaction of or in respect of any Obligation of such Credit Party hereunder or under any other
Credit Document by or on behalf of Citibank, N.A., in its capacity as the Administrative Agent for
the benefit of any Lender Party under any Credit Document (other than Citibank, N.A. or an
Affiliate of Citibank, N.A.) and which is applied in accordance with the Credit Documents shall be
deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to
Section 311(b)(3) of the Trust Indenture Act.



     Section 7.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
the financial statements referred to in Section 4.01(e) and such other documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement and the other Credit Documents. The Administrative Agent shall
not have any duty or responsibility, either initially or on a continuing basis, to provide any
Lender or the holder of any Note with any credit or other information with



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respect thereto, whether coming into its possession before the making of the Advances or at
any time or times thereafter. Nothing in this Agreement or any other Credit Document shall require
the Administrative Agent to carry out any “know your customer” or other checks in relation to any
person on behalf of any Lender Party and each Lender Party confirms to the Administrative Agent
that it is solely responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Administrative Agent.




     Section 7.05. Certain Rights of the Administrative Agent. If the Administrative Agent
shall request instructions from the Majority Lenders with respect to any act or action (including
failure to act) in connection with this Agreement or any other Credit Document, the Administrative
Agent shall be entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Majority Lenders; and it shall not
incur liability to any Person by reason of so refraining. Without limiting the foregoing, no
Lender nor the holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of its acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Majority Lenders or all of the
Lenders, as the case may be. Furthermore, except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in
failing or refusing to act hereunder unless it shall be specifically indemnified to its
satisfaction by the Lenders against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action.



     The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Credit Document by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. Each such sub-agent and the Related Parties of the Administrative Agent and each such
sub-agent shall be entitled to the benefits of all provisions of this Article VII and
Section 8.04 (as though such sub-agents were the “Administrative Agent” under the Credit
Documents) as if set forth in full herein with respect thereto.



     Section 7.06. Holders. Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may
be, of such Note or of any Note or Notes issued in exchange therefor.



     Section 7.07. Indemnification. The Lenders agree to indemnify the Administrative
Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal
amounts of the Advances then held by each of them (or if no principal of the Advances is at the
time outstanding, ratably according to the respective amounts of their Commitments then existing,
or, if no such principal amounts are then outstanding and no Commitments are then existing, ratably
according to the respective amounts of the Commitments existing immediately prior to the
termination thereof), from and against any and all claims, damages, losses, liabilities and
expenses (including reasonable fees and disbursements of counsel) of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of any of the Credit Documents or any action taken or omitted by the
Administrative Agent under the Credit Documents (expressly 



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including any such claim, damage, loss, liability or expense attributable to the ordinary,
sole or contributory negligence of the administrative agent, but excluding any such claim, damage,
loss, liability or expense attributable to the gross negligence or willful misconduct of the
Administrative Agent). it is the intent of the parties hereto that the Administrative Agent shall,
to the extent provided in this section 7.07, be indemnified for its own ordinary, sole or
contributory negligence. Without limitation of the foregoing, each Lender agrees to reimburse
the Administrative Agent promptly upon demand for such Lender’s ratable share of any reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, the Credit Documents, or any of them, to the extent
that the Administrative Agent is not reimbursed for such expenses by the Borrower.




     Section 7.08. Resignation by the Administrative Agent. (a) The Administrative Agent
may resign from the performance of all its functions and duties hereunder and under the other
Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower and
the Lenders. Such resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.



          (b) Upon any such notice of resignation, the Majority Lenders shall have the right to appoint
a successor Administrative Agent which shall be a commercial bank or trust company that is, if no
Event of Default exists, reasonably acceptable to the Borrower.




          (c) If a successor to a resigning Administrative Agent shall not have been so appointed
within such 15 Business Day period, the resigning Administrative Agent, with the consent of the
Borrower if no Event of Default exists (which consent will not be unreasonably withheld), shall
have the right to then appoint a successor Administrative Agent who shall serve as Administrative
Agent until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as
provided above.




          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above and shall have accepted such appointment by the 20th Business Day after the date such notice
of resignation was given by the resigning Administrative Agent, the resigning Administrative
Agent’s resignation shall become effective and the Lenders shall thereafter perform all the duties
of the resigning Administrative Agent hereunder and under any other Credit Document until such
time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided above.




          (e) After any Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Article VII and Section 8.04 shall continue in effect for the
benefit of such resigning Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the resigning
Administrative Agent was acting as Administrative Agent.




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          (f) If the Administrative Agent is a Defaulting Lender due to the
circumstances described in clause (c) of the definition of Defaulting Lender, the Majority
Lenders shall have the right to appoint a successor Administrative Agent which shall be a
commercial bank or trust company that is, if no Event of Default exists, reasonably acceptable to
the Borrower. If no successor Administrative Agent has been so appointed and shall have accepted
such appointment by the 20th Business Day after the date the Administrative Agent became a
Defaulting Lender due to the circumstances described in clause (c) of the definition of Defaulting
Lender, the Administrative Agent shall be deemed to have been replaced and the Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and under any other Credit
Document until such time, if any, as the Majority Lenders appoint a successor Administrative Agent
as provided above. After the Administrative Agent is replaced in accordance with this clause (f),
the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of
such replaced Administrative Agent, its sub agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while such replaced Administrative
Agent was acting as Administrative Agent.




     Section 7.09. Issuing Banks’ Reliance, Etc. Neither the Issuing Banks nor any of
their directors, officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with any Credit Document, except for its or their own
gross negligence or willful misconduct. The Issuing Banks shall not have, by reason of this
Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended or shall be so construed as to impose upon the Issuing Banks any obligations
in respect of this Agreement or any other Credit Document except as expressly set forth herein.
Without limitation of the generality of the foregoing, each Issuing Bank: (i) may treat the payee
of any Note as the holder thereof until such Issuing Bank receives a Transfer Agreement entered
into by the Lender that is payee of such Note, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 8.06, (ii) may consult with legal counsel (including counsel for any
Credit Party), independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, warranties or representations
(whether written or oral) made in or in connection with any Credit Document or any other instrument
or document furnished pursuant hereto or in connection herewith; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms, covenants or
conditions of any Credit Document or any other instrument or document furnished pursuant hereto or
in connection herewith on the part of the Borrower or any other Person or to inspect the property
(including the books and records) of the Borrower or any other Person; (v) shall not be responsible
for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any
Credit Document or any other instrument or document furnished pursuant hereto or in connection
herewith or for the perfection, existence, sufficiency or value of any collateral, any guaranty or
any insurance; and (vi) shall incur no liability under or in respect of any Credit Document, except
for its own gross negligence or willful misconduct, by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by
it to be genuine and signed, given or sent by the proper party or parties.



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     Section 7.10 Issuing Banks and Their Affiliates. With respect to its Commitment, the
Advances made by it and the Notes issued to it, each Lender which is also an Issuing Bank shall
have the same rights and powers under the Credit Documents as any other Lender and may exercise the
same as though it were not an Issuing Bank; and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated, include any Lender serving as an Issuing Bank in its individual
capacity. Any Lender serving as an Issuing Bank and its affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking engagements from and
generally engage in any kind of business with, the Borrower, any of the Subsidiaries and any Person
who may do business with or own securities of the Borrower or any Subsidiary, all as if such Lender
were not an Issuing Bank and without any duty to account therefor to the Lenders.



     Section 7.10. No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the Persons acting as bookrunners, arrangers, syndication agents or documentation agents
listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent or as a Lender Party hereunder.



ARTICLE VIII

MISCELLANEOUS




     Section 8.01. Amendments, Etc. No amendment or waiver of any provision of any Credit
Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or consent shall (a) waive any
of the conditions specified in Section 3.01 without the written consent of each Lender, (b)
increase any Commitment of any Lender or subject any Lender to any additional obligation without
the written consent of such Lender, (c) forgive or reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder without the written consent of each Lender
affected thereby, (d) postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts payable hereunder without the written consent of each Lender
affected thereby, (e) take any action which requires the signing of all the Lenders pursuant to the
terms of any Credit Document without the written consent of each Lender, (f) change the percentage
of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required
for the Lenders or any of them to take any action under any Credit Document without the written
consent of each Lender, (g) amend this Section 8.01 without the written consent of each
Lender, (h) release any Guarantor (except as contemplated by this Agreement) without the written
consent of each Lender, (i) change the definitions herein of Ratable Percentage or Majority Lenders
without the written consent of each Lender or (j) change the provisions for pro rata payments, pro
rata sharing or other pro rata treatment of the Lenders (including the order of application of
proceeds set forth in Section 6.03) without the written consent of each Lender; and
provided further that (x) no amendment, waiver or consent shall, unless in writing
and signed by the Issuing Banks in addition to the other Persons required herein to take such
action, affect the rights or duties of the Issuing Banks under any Credit Document, and (y) no
amendment, waiver or consent shall, unless in writing and signed by the



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Administrative Agent in addition to the Lenders required herein to take such action, affect
the rights or duties of the Administrative Agent under any Credit Document.




     Section 8.02. Notices, Etc. Except as otherwise provided in this Section
8.02, all notices and other communications provided for hereunder shall be in writing
(including telecopier communication) and mailed, telecopied, or delivered, if to the Borrower, at
its address or telecopier number set forth below its signature hereto; if to any Lender, at its
Domestic Lending Office; if to the Administrative Agent, at its address or telecopier number set
forth below:



Citicorp North America, Inc.

1615 Brett Road OPS III

New Castle, DE 19720

Attention: Fatoumata Barry

Telecopier No.: 212-994-0961

Email address: fatoumata.barry@citi.com



if to the Issuing Bank, at its address or telecopier number set forth below:




Citicorp North America, Inc.

1615 Brett Road OPS III

New Castle, DE 19720

Attention: Fatoumata Barry

Telecopier No.: 212-994-0961

Email address: fatoumata.barry@citi.com



or, as to any Credit Party, the Administrative Agent or an Issuing Bank, at such other address as
shall be designated by such party in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party in a written notice to the
Borrower, the Administrative Agent and the Issuing Banks. All such notices and communications
shall be effective, if mailed, five Business Days after deposit in the mails; if sent by overnight
courier, one Business Day after delivery to the courier company; and if sent by telecopier, when
received by the receiving telecopier equipment, respectively; provided that notices and
communications to the Administrative Agent or the Issuing Banks shall not be effective until
received by the Administrative Agent or the Issuing Banks, as the case may be, during normal
business hours and in no event, shall a voice mail message be effective notice, communication or
confirmation hereunder.




     The Borrower hereby agrees that it will provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant
to the Credit Documents, including all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such



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communication that (i) relates to a request for a new Advance, or a Conversion or continuation
of an existing Advance, a new Letter of Credit, any increase or extension of any Letter of Credit
or other extension of credit (including any election of an interest rate or Interest Period
relating thereto), (ii) relates to the payment of any principal or other amount due under this
Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of
Default or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness
of this Agreement and/or any Advance, Letter of Credit, increase or extension of any Letter of
Credit or other extension of credit hereunder (all such non-excluded communications being referred
to herein collectively as “Communications”), by transmitting the Communications in an
electronic/soft medium in a format acceptable to the Agent to oploanswebadmin@citigroup.com. In
addition, the Credit Parties agree to continue to provide the Communications to the Administrative
Agent in the manner specified in the Credit Documents, but only to the extent requested by the
Administrative Agent.




     The Credit Parties further agree that the Administrative Agent may make the Communications
available to the Lenders and the Issuing Banks by posting the Communications on Intralinks, Fixed
Income Direct or a substantially similar electronic transmission systems (the “Platform”). The
Credit Parties acknowledge that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution.



     THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO
EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF ITS OR ITS AFFILIATE’S
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”)
HAVE ANY LIABILITY TO ANY LENDER PARTY, ANY CREDIT PARTY OR ANY OTHER PERSON OR ENTITY FOR DAMAGES
OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR
EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION BY ANY CREDIT
PARTY, ANY OF THE AGENT PARTIES OR ANY OTHER PERSON OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT
TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.



     The Administrative Agent agrees that the receipt of the Communications by the Administrative
Agent at its email address set forth above during its normal business hours shall



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constitute effective delivery of the Communications to the Administrative Agent for purposes
of the Credit Documents. Each Lender Party agrees that notice to it (as provided in the next
sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each
Lender Party agrees (i) to notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Lender Party’s email address to which the foregoing notice
may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email
address.




     Nothing herein shall prejudice the right of the Credit Parties, the Administrative Agent, the
Issuing Lenders or any Lender to give any notice or other communication pursuant to any Credit
Document in any other manner specified in such Credit Document.



     Section 8.03. No Waiver; Remedies. No failure on the part of any Lender, the Issuing
Banks or the Administrative Agent to exercise, and no delay in exercising, any right under any
Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any other right. The
remedies provided in the Credit Documents are cumulative and not exclusive of any remedies provided
by law.



     Section 8.04. Costs, Expenses and Indemnity. (a) The Borrower agrees to pay, upon
demand by the Administrative Agent, (i) all reasonable costs and expenses incurred by the
Administrative Agent, the Arrangers or any of their affiliates in connection with the preparation,
execution, delivery, administration, modification and amendment of the Credit Documents and the
other documents to be delivered under the Credit Documents, due diligence in connection with the
Credit Documents and syndication of the credit facilities contemplated herein, including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect to
preparation, execution and delivery of the Credit Documents and the satisfaction of the matters
referred to in Section 3.01, and the reasonable costs and expenses of the Issuing Banks in
connection with any Letter of Credit, and (ii) all legal and other costs and expenses of the
Administrative Agent, the Issuing Banks and each Lender incurred during the existence of an Event
of Default in connection with the enforcement (whether through negotiations, legal proceedings or
otherwise) of the Credit Documents and the other documents to be delivered under the Credit
Documents or incurred in connection with any workout, restructuring or bankruptcy.



          (b) If any payment of principal of, or Conversion of, any LIBOR Advance is made other than on
the last day of an Interest Period relating to such Advance, as a result of a payment, Conversion,
acceleration of the maturity of the Notes, or for any other reason, the Borrower shall, upon
demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender any amounts required to compensate such Lender
for any additional losses, costs or expenses which it may reasonably incur as a result of such
payment, Conversion, acceleration, or other reason, including any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund or maintain such Advance.





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          (c) The Borrower hereby indemnifies and holds harmless each Lender Party and each of their
respective directors, officers, employees and attorneys (collectively, “Indemnified
Parties”) from and against any and all claims, damages, losses, liabilities and expenses
(including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities
and expenses relating to Environmental matters) (collectively, “Losses”) for which any of
them may become liable or which may be incurred by or asserted against an Indemnified Party, in
each case arising out of, related to or in connection with (i) any transaction in which any
proceeds of all or any part of the Advances are applied, (ii) breach by the Borrower or any
Subsidiary of any Credit Document, (iii) violation by the Borrower or any Subsidiary of any
Environmental Law or any other law, rule, regulation or order, or (iv) any investigation,
litigation, or proceeding, whether or not any Indemnified Party is a party thereto, related to or
in connection with any of the foregoing or any Credit Document (expressly including any such
losses attributable to the ordinary, sole or contributory negligence of such Indemnified Party,
but excluding any such losses attributable to the gross negligence or willful misconduct of such
Indemnified Party as determined pursuant to a final non-appealable judgment of a court of
competent jurisdiction). It is the intent of the parties hereto that each Indemnified Party
shall, to the extent provided in this Section 8.04(c), be indemnified for its own
ordinary, sole or contributory negligence. The Administrative Agent will provide the
Borrower prompt notice of any matter (other than matters solely among Indemnified Parties) as to
which indemnification pursuant to this Section 8.04(c) is claimed. Any Indemnified Party
that proposes to settle or compromise any such indemnified claim shall give the Borrower written
notice of the terms of such proposed settlement or compromise reasonably in advance of settling or
compromising such claim or proceeding.




          (d) Without prejudice to the survival of any other agreement hereunder, the agreements and
obligations of the Borrower contained in this Section 8.04 shall survive the payment in
full of all Obligations.




     Section 8.05. Right of Set-Off. Upon (a) the occurrence and during the continuance of
any Event of Default and (b) either (i) the Advances having become due and payable in accordance
with the terms hereof, or (ii) the making of the request or the granting of the consent specified
by Section 6.01 to authorize the Administrative Agent to declare the Advances due and
payable pursuant to the provisions of Section 6.01, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the account of any Credit
Party against any and all of the obligations of such Credit Party now or hereafter existing under
any Credit Document, irrespective of whether or not such Lender shall have made any demand under
any Credit Document and although such obligations may be unmatured. Each Lender agrees promptly to
notify such Credit Party after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of set-off) which such Lender may have.



     Section 8.06. Assignments and Participations. (a) Each Lender may, in accordance
with applicable law, assign to one or more Lenders or other entities all or a portion of its rights



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and obligations under this Agreement (including all or a portion of its Commitment, the
Advances owing to it and the Notes held by it); provided that (i) each such assignment
shall be of a constant, and not a varying, percentage of all rights and obligations under this
Agreement in respect of its Commitment and Advances (including the Letter of Credit Liabilities
held by the assigning Lender pursuant to Section 2.19), (ii) except in the case of an
assignment of all of a Lender’s rights and obligations under this Agreement or an assignment to
another Lender, the Commitment or Advances of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Transfer Agreement with respect to such
assignment) shall in no event be less than $5,000,000 and shall be in an integral multiple of
$1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to
each such assignment shall execute and deliver to the Administrative Agent, for acceptance by the
Administrative Agent and recording by the Administrative Agent in the Register, a Transfer
Agreement, together with any Notes then held by such assigning Lender (to the extent such assigning
Lender is assigning all of its rights and obligations under this Agreement) and a processing and
recordation fee of $2,000 payable by the assignee. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Transfer Agreement, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Transfer Agreement, have the rights and obligations of a
Lender hereunder, (y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Transfer Agreement, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of a Transfer
Agreement covering all of an assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto except that the rights under Sections 2.06,
2.10, 2.13 and 8.04 of such Lender shall continue with respect to events
and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z)
unless the Borrower consents to such assignment, no such assignee shall be entitled to receive any
greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning
Lender would have been entitled to receive with respect to the rights assigned to such assignee,
except as a result of circumstances arising after, and that could not reasonably be expected at,
the date of such assignment.



          (b) By executing and delivering a Transfer Agreement, the Lender assignor thereunder and the
assignee thereunder confirm to and agree with each other and the other parties hereto as follows:
(i) other than as provided in such Transfer Agreement, and other than that the assignor is the
legal and beneficial owner of the interest being assigned and that the assigned interest is free
and clear of any adverse claim, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or representations made in or
in connection with any Credit Document or any other instrument or document furnished pursuant
hereto or in connection herewith, the perfection, existence, sufficiency or value of any
collateral, guaranty or insurance or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Credit Document or any other instrument or document
furnished pursuant hereto or in connection herewith; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition
of the Borrower or any other Person or the performance or observance by the Borrower or any other
Person of any of its respective obligations under any Credit Document or any other instrument or
document furnished pursuant hereto or in connection herewith; (iii) such assignee confirms that it
has received a copy of this Agreement, together



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with copies of the financial statements referred to in Section 4.01(e) and such other
documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Transfer Agreement; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, the Issuing Banks, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement, any
of the other Credit Documents or any other instrument or document; (v) such assignee confirms that
it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as Administrative Agent on its behalf and to exercise such powers and discretion
under the Credit Documents as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such powers and discretion as are reasonably incidental thereto and (vii)
such assignee agrees that it will perform in accordance with their terms all of the obligations
which by the terms of this Agreement are required to be performed by it as a Lender.




          (c) The Administrative Agent shall maintain at its address referred to in Section
8.02 a copy of each Transfer Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the Commitment and the principal amount
of the Advances owing to each Lender from time to time (the “Register”). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.




          (d) Upon its receipt of a Transfer Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with any Notes then held by such assigning
Lender (to the extent such assigning Lender is assigning all of its rights and obligations under
this Agreement), the Administrative Agent shall, if such Transfer Agreement has been completed and
is in substantially the form of Exhibit F, (i) accept such Transfer Agreement, (ii) record
the information contained therein in the Register and (iii) give prompt notice thereof to the
Borrower. Within five Business Days after its receipt of such notice, if such Eligible Assignee
is not a Lender immediately prior to the effectiveness of such Transfer Agreement and requests a
Note, an authorized officer of the Borrower shall execute and deliver to the Administrative Agent,
or such Eligible Assignee, a Note in accordance with Section 2.02(e) (such Note shall be
dated the effective date of such Transfer Agreement, shall be properly completed and shall
otherwise be in substantially the form of Exhibit A).




          (e) Each Lender, in accordance with applicable law, may sell participations to one or more
Lenders or other entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including all or a portion of any of
its Commitments, the Advances owing to it and the Notes held by it); provided that (i)
such Lender’s obligations under this Agreement (including its Commitment to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder
of any such Notes for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent,
the Issuing Banks and the other Lenders shall continue to deal solely and directly with



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such Lender in connection with such Lender’s rights and obligations under this Agreement, (v)
the terms of any such participation shall not restrict such Lender’s ability to make any amendment
or waiver of any Credit Document or such Lender’s ability to consent to any departure by the
Borrower therefrom without the approval of the participant, except that the approval of the
participant may be required to the extent that such amendment, waiver or consent would reduce the
principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, (vi) unless the Borrower otherwise consents, no
such participant shall be entitled to receive any greater payment pursuant to Sections
2.06, 2.10 and 2.13 than such Lender would have been entitled to receive with
respect to the rights assigned to such participant by such Lender, and (vii) such Lender shall
give prompt written notice of such participation to the Borrower and the Administrative Agent.




          (f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time create a security interest in all or any portion of its rights under this Agreement
(including the Advances owing to it and the Notes held by it) in favor of any Federal Reserve Bank
in accordance with Regulation A of the Federal Reserve Board.




     Section 8.07. Governing Law; Entire Agreement. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New York without regard to
its conflicts of law rules (other than Section 5-1401 of the New York General Obligations Law).
This Agreement, the Notes, the other Credit Documents and any fee letter pertaining hereto
constitute the entire understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect thereto.



     Section 8.08. Interest. It is the intention of the parties hereto that the
Administrative Agent, the Issuing Banks, each Lender and each other Lender Party shall conform
strictly to usury laws applicable to it, if any. Accordingly, if the transactions with any Lender
Party contemplated hereby would be usurious under applicable law, if any, then, in that event,
notwithstanding anything to the contrary in any Credit Document, it is agreed as follows: (a) the
aggregate of all consideration which constitutes interest under applicable law that is contracted
for, taken, reserved, charged or received by any Lender Party under any Credit Document shall under
no circumstances exceed the maximum amount allowed by such applicable law and any excess shall be
cancelled automatically and, if theretofore paid, shall at the option of the such Lender Party, be
applied on the principal amount of the obligations owed to such Lender Party by the Borrower or
refunded by such Lender Party to the Borrower, and (b) in the event that the maturity of any Note
or other obligation payable to any Lender Party is accelerated or in the event of any permitted
prepayment, then such consideration that constitutes interest under law applicable to such Lender
Party may never include more than the maximum amount allowed by such applicable law and excess
interest, if any, to such Lender Party provided for in any Credit Document or otherwise shall be
cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid,
shall, at the option of such Credit Party be credited by such Credit Party on the principal amount
of the obligations owed to by the Borrower or refunded by such Credit Party to the Borrower.



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     Section 8.09. Confidentiality. Each of the Administrative Agent, the Lenders and the
Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed:



          (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators,
trustees, partners, directors, officers, employees, agents, advisors and other representatives (it
being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential);




          (b) to the extent requested by any regulatory authority purporting to have jurisdiction over
it (including any self-regulatory authority, such as the National Association of Insurance
Commissioners);




          (c) to the extent required by applicable laws or regulations or by any subpoena or similar
legal process;




          (d) to any other party hereto;




          (e) in connection with the exercise of any remedies hereunder or under any other Credit
Document or any action or proceeding relating to this Agreement or any other Credit Document or
the enforcement of rights hereunder or thereunder;




          (f) subject to an agreement containing provisions substantially the same as those of this
Section 8.09, (i) to any assignee of, or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (ii) in the case of any
Lender, to any actual or prospective counterparty to any swap, derivative or other transaction to
which such Lender is or is proposed to be a party under which payments are to be made by reference
to the Borrower and its obligations, this Agreement or payments hereunder (but only to the extent
such counterparty is a commercial bank, financial institution or is otherwise reasonably
acceptable to the Borrower), or (iii) to the CUSIP Service Bureau or any similar organization;




          (g) with the consent of the Borrower; or




          (h) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section 8.09 or (y) becomes available to the Administrative Agent, any
Lender or any Issuing Bank on a nonconfidential basis from a source other than the Borrower or its
Affiliates, excluding any Information from a source which, to the actual knowledge of the Lender
Party receiving such Information, has been disclosed by such source in violation of a duty of
confidentiality to the Borrower.




     For purposes of this Section 8.09, “Information” means all information
received from the Borrower or any of its Subsidiaries (including SPV’s) relating to the Borrower or
any of its Subsidiaries (including SPV’s) or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a
nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries (including
SPV’s), excluding any Information from a source which, to the actual knowledge of the Lender



-75-









 







Party receiving such Information, has been disclosed by such source in violation of a duty of
confidentiality to the Borrower. Any Person required to maintain the confidentiality of
Information as provided in this Section 8.09 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information. Without prejudice to the survival of any other agreement hereunder, the agreements
and obligations of the Lender Parties contained in this Section 8.09 shall survive the
payment in full of all Obligations.



     Section 8.10. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.



     Section 8.11. Domicile of Loans. Subject to Section 2.10(c) and 2.13(f), each Lender
may transfer and carry its loans at, to or for the account of any office, Subsidiary or Affiliate
of such Lender provided that no Lender shall be relieved of its obligations as a result thereof.



     Section 8.12. Binding Effect. This Agreement shall become effective when it shall
have been executed by the Borrower, the Issuing Banks and the Administrative Agent and when the
Administrative Agent shall have, as to each Lender, either received a copy of a signature page
hereof executed by such Lender or been notified by such Lender that such Lender has executed it and
thereafter shall be binding upon and inure to the benefit of and be enforceable by the Borrower,
the Administrative Agent, the Issuing Banks and each Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of each Lender.



     Section 8.13. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
ISSUING BANKS AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE NOTES, ANY LETTER OF
CREDIT, ANY OTHER CREDIT DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 8.14. Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Credit Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.



     Section 8.15. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY CREDIT DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, THE LENDERS, THE ISSUING BANKS, THE



-76-









 







GUARANTORS OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED
IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE BORROWER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN ACCORDANCE WITH SECTION 8.02.
THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS.



     Section 8.16. DAMAGES. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING
BANKS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR
PROCEEDING REFERRED TO IN SECTION 8.15 ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES; PROVIDED THAT NOTHING HEREIN SHALL CONSTITUTE A WAIVER BY THE ADMINISTRATIVE
AGENT, THE ISSUING BANKS OR ANY OTHER LENDER OF ANY RIGHT TO RECEIVE FULL PAYMENT OF ALL
OBLIGATIONS.



     Section 8.17. Patriot Act Notice. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of Borrower and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its
Affiliates to, provide, to the extent commercially reasonable, such information and take such
actions as are reasonably requested by the Administrative Agent or any Lender in order to assist
the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.



     Section 8.18. Survival of Agreements, Representations and Warranties, Etc. All
warranties, representations and covenants made in or in connection with any Credit Document shall
be considered to have been relied upon by the Lender Parties and shall survive the issuance of any
Letters of Credit and the issuance and delivery of the Notes and the making of Advances regardless
of any investigation. In addition, the confidentiality provisions contained in Section
8.09 shall survive the termination of this Agreement.



-77-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	BORROWER:



PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Steven D. Oldman
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer
 	 
	 	
Address for notices to one or more Credit Parties:



Attention of the Treasurer of Pride International, Inc.

5847 San Felipe, Suite 3300

Houston, Texas 77057

Fax Number: 713-789-1430
Telephone Number:  713-789-1400



with copies to its Assistant Treasurer, Treasury Operations
and its General Counsel. 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



CITIBANK, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Andrew Sidford
 	 
	 	 	Name:  	Andrew Sidford 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ISSUING BANK:



CITIBANK, N.A., as an Issuing Bank

 	 
	 	By:  	/s/ Andrew Sidford
 	 
	 	 	Name:  	Andrew Sidford 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS

 	 
	Commitment
	
 	 
	$50,000,000	CITIBANK, N.A.

 	 
	 	By:  	/s/  Andrew Sidford
 	 
	 	 	Name:  	Andrew Sidford 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$50,000,000 	NATIXIS

 	 
	 	By:  	/s/  Timothy Polvado
 	 
	 	 	Name:  	Timothy Polvado 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	 	 
	 	By:  	                                 /s/  Carlos Quinteros
 	 
	 	 	Name:  	Carlos Quinteros 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$50,000,000 	BAYERISCHE HYPO-UND VEREINSBANK AG

 	 
	 	By:  	/s/  Balz Somltsch
 	 
	 	 	Name:  	Balz Somltsch 	 
	 	 	Title:  	Associate VP 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$50,000,000 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/  Michael W. Nygren
 	 
	 	 	Name:  	Michael W. Nygren 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$35,000,000 	BNP PARIBAS

 	 
	 	By:  	/s/  Remi Audibert
 	 
	 	 	Name:  	Remi Audibert 	 
	 	 	Title:  	Global Relationship Manager


 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$20,000,000 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/  Ronald E. McKaig
 	 
	 	 	Name:  	Ronald E. McKaig 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$20,000,000 	AMEGY BANK N.A.

 	 
	 	By:  	/s/  Carmen Jordan
 	 
	 	 	Name:  	Carmen Jordan 	 
	 	 	Title:  	Senior Vice President
 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$12,500,000 	CREDIT INDUSTRIEL ET COMMERCIAL

 	 
	 	By:  	/s/  Etienne Deslauriers
 	 
	 	 	Name:  	Etienne Deslauriers 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                                  /s/  Francis Boubazine
 	 
	 	 	Name:  	Francis Boubazine 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	$12,500,000 	BANQUE DE L’ECONOMIE DU COMMERCE ET DE LA MONETIQUE

 	 
	 	By:  	/s/  Etienne Deslauriers
 	 
	 	 	Name:  	Etienne Deslauriers 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                                       /s/  Francis Boubazine
 	 
	 	 	Name:  	Francis Boubazine 	 
	 	 	Title: