Unassociated Document


     


    
      Exhibit 10.1

       

    

    
      	 
      	
               

            	 
      


    

     

    CREDIT
AGREEMENT

     

    dated
as of September 16, 2010

     

    among

     

    ROWAN
COMPANIES, INC.,

    as
Borrower,

    


    THE
LENDERS PARTY HERETO FROM TIME TO TIME

    as
Lenders

    


    and

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION

    as
Administrative Agent, an Issuing Lender and Swingline Lender

     

    and

     

    CITIBANK,
N.A., DNB NOR BANK ASA and ROYAL BANK OF CANADA

    as
Co-Syndication Agents

     

    $600,000,000

     

    
      	 
      	
               

            	 
      


    

     

    WELLS
FARGO SECURITIES, LLC, CITIBANK, N.A.,

    DNB
NOR MARKETS, INC. and RBC CAPITAL MARKETS

    as
Co-Lead Arrangers and Joint Bookrunners
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  Article
      I

                	
                  DEFINITIONS
      AND ACCOUNTING TERMS

                	
                  1

                
	 
      	 
      	 
      
	
                  1.1

                	
                  Certain
      Defined Terms

                	
                  1

                
	
                  1.2

                	
                  Accounting
      Terms; Changes in GAAP

                	
                  19

                
	
                  1.3

                	
                  Classes
      and Types of Advances

                	
                  19

                
	
                  1.4

                	
                  Other
      Interpretive Provisions

                	
                  19

                
	 
      	 
      	 
      
	
                  Article
      II

                	
                  CREDIT
      FACILITIES

                	
                  20

                
	 
      	 
      	 
      
	
                  2.1

                	
                  Commitments

                	
                  20

                
	
                  2.2

                	
                  Evidence
      of Indebtedness

                	
                  22

                
	
                  2.3

                	
                  Letters
      of Credit

                	
                  22

                
	
                  2.4

                	
                  Swingline
      Advances

                	
                  27

                
	
                  2.5

                	
                  Borrowings;
      Procedures and Limitations

                	
                  30

                
	
                  2.6

                	
                  Prepayments

                	
                  32

                
	
                  2.7

                	
                  Repayment

                	
                  33

                
	
                  2.8

                	
                  Fees

                	
                  34

                
	
                  2.9

                	
                  Interest

                	
                  35

                
	
                  2.10

                	
                  Illegality

                	
                  36

                
	
                  2.11

                	
                  Breakage
      Costs

                	
                  36

                
	
                  2.12

                	
                  Increased
      Costs

                	
                  37

                
	
                  2.13

                	
                  Payments
      and Computations

                	
                  39

                
	
                  2.14

                	
                  Taxes

                	
                  40

                
	
                  2.15

                	
                  Mitigation
      Obligations; Replacement of Lenders

                	
                  43

                
	
                  2.16

                	
                  Defaulting
      Lenders

                	
                  43

                
	 
      	 
      	 
      
	
                  Article
      III

                	
                  CONDITIONS
      PRECEDENT

                	
                  45

                
	 
      	 
      	 
      
	
                  3.1

                	
                  Conditions
      Precedent to Closing Date

                	
                  45

                
	
                  3.2

                	
                  Conditions
      Precedent to Initial Term Borrowing

                	
                  47

                
	
                  3.3

                	
                  Conditions
      Precedent to Each Credit Extension

                	
                  48

                
	 
      	 
      	 
      
	
                  Article
      IV

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  49

                
	 
      	 
      	 
      
	
                  4.1

                	
                  Organization

                	
                  49

                
	
                  4.2

                	
                  Authorization

                	
                  49

                
	
                  4.3

                	
                  Enforceability

                	
                  49

                
	
                  4.4

                	
                  Financial
      Condition

                	
                  49

                
	
                  4.5

                	
                  Ownership
      and Liens

                	
                  50

                
	
                  4.6

                	
                  True
      and Complete Disclosure

                	
                  50

                
	
                  4.7

                	
                  Litigation

                	
                  50

                
	
                  4.8

                	
                  Compliance
      with Agreements

                	
                  50

                
	
                  4.9

                	
                  Pension
      Plans

                	
                  51

                
	
                  4.10

                	
                  Environmental
      Condition

                	
                  51

                
	
                  4.11

                	
                  Material
      Subsidiaries

                	
                  51

                
	
                  4.12

                	
                  Investment
      Company Act

                	
                  51

                
	
                  4.13

                	
                  Taxes

                	
                  52

                
	
                  4.14

                	
                  Permits,
      Licenses, etc

                	
                  52

                
	
                  4.15

                	
                  Use
      of Proceeds

                	
                  52

                


        

      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    Table
of Contents

    (continued)

    


    
      
        
          	
                  4.16

                	
                  Condition
      of Property; Casualties

                	
                  52

                
	
                  4.17

                	
                  Insurance

                	
                  52

                
	
                  4.18

                	
                  Foreign
      Assets Control Regulations, etc

                	
                  52

                
	
                  4.19

                	
                  Obligations
      Pari Passu

                	
                  53

                
	 
      	 
      	 
      
	
                  Article
      V

                	
                  AFFIRMATIVE
      COVENANTS

                	
                  53

                
	 
      	 
      	 
      
	
                  5.1

                	
                  Organization

                	
                  53

                
	
                  5.2

                	
                  Reporting

                	
                  53

                
	
                  5.3

                	
                  Insurance

                	
                  56

                
	
                  5.4

                	
                  Compliance
      with Laws

                	
                  56

                
	
                  5.5

                	
                  Taxes

                	
                  57

                
	
                  5.6

                	
                  Additional
      Guarantors

                	
                  57

                
	
                  5.7

                	
                  Records;
      Inspection

                	
                  57

                
	
                  5.8

                	
                  Maintenance
      of Property

                	
                  57

                
	 
      	 
      	 
      
	
                  Article
      VI

                	
                  NEGATIVE
      COVENANTS

                	
                  57

                
	 
      	 
      	 
      
	
                  6.1

                	
                  Debt

                	
                  57

                
	
                  6.2

                	
                  Liens

                	
                  58

                
	
                  6.3

                	
                  [Reserved]

                	
                  59

                
	
                  6.4

                	
                  Acquisitions

                	
                  59

                
	
                  6.5

                	
                  Burdensome
      Agreements

                	
                  60

                
	
                  6.6

                	
                  Use
      of Proceeds; Use of Letters of Credit

                	
                  60

                
	
                  6.7

                	
                  Corporate
      Actions; Fundamental Changes

                	
                  60

                
	
                  6.8

                	
                  Sale
      of Assets

                	
                  61

                
	
                  6.9

                	
                  [Reserved]

                	
                  61

                
	
                  6.10

                	
                  Affiliate
      Transactions

                	
                  61

                
	
                  6.11

                	
                  Line
      of Business

                	
                  61

                
	
                  6.12

                	
                  Compliance
      with ERISA

                	
                  61

                
	
                  6.13

                	
                  Limitation
      on Accounting Changes or Changes in Fiscal Periods

                	
                  61

                
	
                  6.14

                	
                  Hedging
      Arrangements

                	
                  62

                
	
                  6.15

                	
                  Debt
      to Capitalization Ratio

                	
                  62

                
	 
      	 
      	 
      
	
                  Article
      VII

                	
                  DEFAULT
      AND REMEDIES

                	
                  62

                
	 
      	 
      	 
      
	
                  7.1

                	
                  Events
      of Default

                	
                  62

                
	
                  7.2

                	
                  Optional
      Acceleration of Maturity

                	
                  63

                
	
                  7.3

                	
                  Automatic
      Acceleration of Maturity

                	
                  64

                
	
                  7.4

                	
                  Set-off

                	
                  64

                
	
                  7.5

                	
                  Remedies
      Cumulative, No Waiver

                	
                  65

                
	
                  7.6

                	
                  Application
      of Payments

                	
                  65

                
	 
      	 
      	 
      
	
                  Article
      VIII

                	
                  THE
      ADMINISTRATIVE AGENT AND ISSUING LENDERs

                	
                  66

                
	 
      	 
      	 
      
	
                  8.1

                	
                  Appointment
      and Authority

                	
                  66

                
	
                  8.2

                	
                  Rights
      as a Lender

                	
                  66

                
	
                  8.3

                	
                  Exculpatory
      Provisions

                	
                  66

                
	
                  8.4

                	
                  Reliance
      by Administrative Agent and the Issuing Lenders

                	
                  67

                
	
                  8.5

                	
                  Delegation
      of Duties

                	
                  68

                


        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    Table
of Contents

    (continued)

    


    
      
        
          	
                  8.6

                	
                  Resignation
      of Administrative Agent or Issuing Lender

                	
                  68

                
	
                  8.7

                	
                  Non-Reliance
      on Administrative Agent and Other Lenders

                	
                  68

                
	
                  8.8

                	
                  No
      Other Duties, etc

                	
                  69

                
	 
      	 
      	 
      
	
                  Article
      IX

                	
                  MISCELLANEOUS

                	
                  69

                
	 
      	 
      	 
      
	
                  9.1

                	
                  Expenses;
      Indemnity; Damage Waiver

                	
                  69

                
	
                  9.2

                	
                  Waivers
      and Amendments

                	
                  71

                
	
                  9.3

                	
                  Severability

                	
                  72

                
	
                  9.4

                	
                  Survival
      of Representations and Obligations

                	
                  72

                
	
                  9.5

                	
                  Successors
      and Assigns Generally

                	
                  72

                
	
                  9.6

                	
                  Lender
      Assignments and Participations

                	
                  73

                
	
                  9.7

                	
                  Notices,
      Etc

                	
                  76

                
	
                  9.8

                	
                  Confidentiality

                	
                  77

                
	
                  9.9

                	
                  [Reserved]

                	
                  77

                
	
                  9.10

                	
                  Usury
      Not Intended

                	
                  78

                
	
                  9.11

                	
                  Usury
      Recapture

                	
                  78

                
	
                  9.12

                	
                  Payments
      Set Aside

                	
                  78

                
	
                  9.13

                	
                  Governing
      Law; Submission to Jurisdiction

                	
                  79

                
	
                  9.14

                	
                  Execution

                	
                  79

                
	
                  9.15

                	
                  Waiver
      of Jury

                	
                  80

                
	
                  9.16

                	
                  USA
      PATRIOT ACT Notice

                	
                  80

                
	
                  9.17

                	
                  No
      Fiduciary Duty

                	
                  80

                
	
                  9.18

                	
                  Termination
      of Commitments under Existing Credit Facility

                	
                  80

                


        

      

    

     

    
      
        
          
            
              	
                      EXHIBITS:

                    	 
      
	 
      	 
      	 
      
	
                      Exhibit
      A

                    	
                      -

                    	
                      Assignment
      and Acceptance

                    
	
                      Exhibit
      B

                    	
                      -

                    	
                      Compliance
      Certificate

                    
	
                      Exhibit
      C

                    	
                      -

                    	
                      Guaranty

                    
	
                      Exhibit
      D

                    	
                      -

                    	
                      Notice
      of Borrowing

                    
	
                      Exhibit
      E

                    	
                      -

                    	
                      Notice
      of Conversion or Continuance

                    
	 
      	 
      	 
      
	
                      SCHEDULES:

                    	 
      
	 
      	 
      	 
      
	
                      Schedule
      I

                    	
                      –

                    	
                      Pricing
      Schedule

                    
	
                      Schedule
      II

                    	
                      –

                    	
                      Revolving
      Commitments

                    
	
                      Schedule
      III

                    	
                      –

                    	
                      Existing
      Letters of Credit

                    
	
                      Schedule
      IV

                    	
                      –

                    	
                      Notice
      Information

                    
	
                      Schedule
      4.11

                    	
                      –

                    	
                      Material
      Subsidiaries

                    
	
                      Schedule
      6.1

                    	
                      –

                    	
                      Existing
      Debt

                    
	
                      Schedule
      6.2

                    	
                      –

                    	
                      Existing
      Liens

                    


            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT

     

    This
CREDIT AGREEMENT dated
as of September 16, 2010 ("Agreement") is among
(a) Rowan Companies,
Inc., a Delaware corporation ("Borrower"), (b) the
Lenders (as defined below), and (c) Wells Fargo Bank, National
Association, as Swingline Lender, an Issuing Lender, and as the
Administrative Agent (each as defined below) for the Lenders.

     

    The
parties hereto hereby agree as follows:

     

    ARTICLE
I

    DEFINITIONS
AND ACCOUNTING TERMS

     

    1.1           Certain
Defined Terms.  As used in this
Agreement (including in the introduction), the defined terms set forth in the
recitals above shall have the meanings set forth above and the following terms
shall have the following meanings:

     

    "2009 Notes" means the
$500,000,000 aggregate principal amount of the Borrower’s 7.875% Senior Notes
due 2019 issued pursuant to the Indenture (together with any notes of such
series issued in substitution or exchange therefor).

     

    "2010 Notes" means the
$400,000,000 aggregate principal amount of the Borrower’s 5.0% Senior Notes due
2017 issued pursuant to the Indenture (together with any notes of such series
issued in substitution or exchange therefor).

     

    "Acquired Company"
means Skeie Drilling & Production ASA, a Norwegian public limited
company.

     

    "Acquired Company Debt
Instruments" means (i) that certain Bond Agreement between SKDP 1 Ltd.
And Norsk Tillitsmann ASA, as Bond Trustee ("Norsk") dated May 14,
2010, and (ii) each Amended and Restated Loan Agreement between SKDP and Norsk,
as Loan Trustee, for Rigs 1, 2 and 3 (guaranteed by SKDP 1 Ltd., SKDP 2 Ltd.,
and SKDP 3 Ltd., respectively) dated July 15, 2009.

     

    "Acquisition" means
the purchase by the Borrower or any of its Subsidiaries of any business,
including the purchase of associated assets or operations or the Equity
Interests of a Person.

     

    "Additional Lender"
shall mean either an Additional Revolving Lender or an Additional Term Lender,
as the context may require.

     

    "Additional Revolving
Lender" shall have the meaning assigned to such term in Section
2.1(d)(i).

     

    "Additional Term
Lender" shall have the meaning assigned to such term in Section
2.1(d)(ii).

     

    "Additional Notes"
means any senior unsecured notes of one or more series (other than the 2009
Notes and the 2010 Notes) issued by the Borrower from time to time pursuant to
the Indenture, together with any notes issued in substitution or exchange
therefor pursuant to the Indenture.

     

    "Adjusted Base Rate"
means, for any day, a fluctuating rate per annum of interest equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the sum of
the Federal Funds Rate in effect on such day plus 0.5% and (c) the
Eurodollar Rate in effect on such day (or if such day is not a Business Day, the
immediately preceding Business Day) for a deposit in Dollars with a maturity of
one month plus 1.0% per annum.  Any change in the Adjusted Base Rate
due to a change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate
shall be effective on the effective date of such change in the Prime Rate, the
Federal Funds Rate or the Eurodollar Rate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    "Administrative Agent"
means Wells Fargo in its capacity as agent for the Lenders pursuant to
Article VIII and any successor agent appointed pursuant to Section
8.6.

     

    "Administrative
Questionnaire" means an administrative questionnaire in a form supplied
by the Administrative Agent.

     

    "Advance" means a
Revolving Advance, a Term Advance or a Swingline Advance.

     

    "Affiliate" means,
with respect to a specified Person, another Person that directly or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

     

    "Aggregate Letter of Credit
Sublimit" means $150,000,000.

     

    "Applicable Lender",
when used with respect to the Term Loan Facility or the Revolving Credit
Facility, means a Lender that has a Commitment with respect to such Facility or
holds a Term Advance or a Revolving Advance, respectively.

     

    "Applicable Margin"
means, at any time, with respect to each Type and Class of Advance, the Letters
of Credit and the Commitment Fees, the percentage rate per annum which is
applicable at such time with respect to such Advance, Letter of Credit or
Commitment Fee as set forth in Schedule
I.

     

    "Applicable
Percentage" means, at any time, (a) with respect to any Revolving Lender,
subject to any adjustment as provided in Section 2.16(a)(iv), the percentage of
the aggregate Revolving Commitments represented by such Lender's Revolving
Commitment at such time, provided that if the Revolving Commitments have
terminated, the Applicable Percentages of the Revolving Lenders shall be determined
based upon the
Revolving Commitments most recently in effect, giving effect to any assignments,
and (b) with respect to any Term Lender, (i) prior to the termination of the
Term Commitments, the percentage of the aggregate Term Commitments represented
by such Lender's Term Commitment at such time and (ii) following the termination
of the Term Commitments, the percentage of the aggregate principal amount of the
Term Advances represented by such Lender's Term Advances at such
time.

     

    "Approved Fund" means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.

     

    "Arrangers" means
Wells Fargo Securities LLC, Citibank, N.A.,

     

    DnB NOR
Markets, Inc. and RBC Capital Markets, each in their capacities as co-lead
arranger and joint bookrunner.

     

    "Assignee Group" means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

     

    "Assignment and
Acceptance" means an assignment and acceptance executed by a Lender and
an Eligible Assignee and accepted by the Administrative Agent and in
substantially the form set forth in Exhibit A or any other form approved by the
Administrative Agent that complies with Section
9.6.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    "Base Rate Advance"
means an Advance which bears interest based upon the Adjusted Base Rate as
provided in Section 2.9(a).

     

    "Borrowing" means a
Revolving Borrowing or a Term Borrowing, as the context may
require.

     

    "Business Day" means
any day (a) other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the Legal Requirements of, or are in fact closed
in, New York, North Carolina or Texas and (b) if the applicable Business Day
relates to any Eurodollar Advances, on which dealings are carried on by
commercial banks in the London interbank market.

     

    "Capital Leases"
means, for any Person, any lease of any Property by such Person as lessee which
would, in accordance with GAAP, be required to be classified and accounted for
as a capital lease on the balance sheet of such Person.

     

    "Cash Collateral
Account" means a special cash collateral account pledged to the
Administrative Agent for the benefit of the Issuing Lenders containing cash
deposited pursuant to the terms hereof to be maintained with the Administrative
Agent in accordance with Section 2.3(g).

     

    "Cash Collateralize"
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the Issuing Lenders, as collateral for the Letter of Credit Exposure,
cash or deposit account balances pursuant to documentation in form and substance
reasonably satisfactory to the
Administrative Agent and the Issuing Lenders (which documentation is hereby
consented to by the Lenders).  Derivatives of such term have
corresponding meanings.

     

    "Cash Management
Agreement" means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

     

    "Cash Management Bank"
means any Lender or any Affiliate of a Lender that is a counterparty to a Cash
Management Agreement with the Borrower or any Subsidiary thereof.

     

    "Cash Management Bank
Obligations" means all obligations of the Borrower or any Subsidiary
thereof arising from time to time under any Cash Management Agreement with a
Cash Management Bank; provided that if such Cash Management Bank ceases to be a
Lender or an Affiliate of a Lender hereunder, the Cash Management Bank
Obligations owed to such Cash Management Bank shall cease to be Cash Management
Bank Obligations and shall no longer be secured or guaranteed under any Credit
Document.

     

    "CERCLA" means the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
state and local analogs, and all rules and regulations and requirements
thereunder.

     

    "Change in Control"
means the occurrence of any of the following events: (a) any "person" or "group"
(as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have "beneficial
ownership" of all securities that such person or group has the right to acquire
(such right, an "option right"), whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of 50% or more of
the equity securities of the Borrower entitled to vote for members of the board
of directors or equivalent governing body of the Borrower on a fully-diluted
basis (and taking into account all such securities that such person or group has
the right to acquire pursuant to any option right), or (b) during any period of
12 consecutive months, a majority of the members of the board of directors or
other equivalent governing body of the Borrower cease to be composed of
individuals (i) who were members of that board or equivalent governing body on
the first day of such period, (ii) whose election or nomination to that board or
equivalent governing body 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 equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body 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 or equivalent
governing body.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    "Change in Law" means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided however, for purposes
of this Agreement and to the extent permitted by applicable Laws, the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, guidelines or
directives in connection therewith are deemed to have gone into effect and
adopted after the date of this Agreement.

     

    "Class" has the
meaning set forth in Section 1.3.

     

    "Closing Date" means
the first date all the conditions precedent in Section 3.1 are satisfied or
waived in accordance with Section 9.2.

     

    "Code" means the
Internal Revenue Code of 1986, any successor statute and the rules, regulations
and published interpretations thereof.

     

    "Commitment Fee" means
the fees required under Section 2.8(a).

     

    "Commitment Increase"
means either a Revolving Facility Increase or a Term Loan Facility
Increase.

     

    "Commitments" means,
as to any Revolving Lender, its Revolving Commitment, and as to any Term Lender,
its Term Commitment.

     

    "Compliance
Certificate" means a compliance certificate executed by a senior
financial officer of the Borrower in substantially the same form as Exhibit
B.

     

    "Contingent Debt"
means, with respect to any Person, without duplication, any contingent
liabilities, obligations or indebtedness of such Person (other than endorsements
in the ordinary course of business of negotiable instruments for deposit or
collection), including (a) any obligations or similar undertakings to guarantee
any Indebtedness of any other Person in any manner, whether direct or indirect,
and including any obligation to purchase any such Debt or any Property
constituting security therefor, to advance or provide funds or other support for
the payment or purchase of any such Debt or to maintain working capital,
solvency or other balance sheet condition of such other Person (including keep
well agreements, maintenance agreements, comfort letters or similar agreements
or arrangements) for the benefit of any holder of Indebtedness of such other
Person, to lease or purchase Property, securities or services primarily for the
purpose of assuring the holder of such Indebtedness, or otherwise to assure or
hold harmless the holder of such Debt against loss in respect thereof, (b)
obligations to indemnify other Persons against liability or loss, to the extent
not arising in the ordinary course of business, and (c) warranty obligations and
other contractually assumed obligations, to the extent not arising in the
ordinary course of business.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    "Continue", "Continuation", and "Continued" each
refers to a continuation of Eurodollar Advances for an additional Interest
Period upon the expiration of the Interest Period then in effect for such
Advances.

     

    "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  "Controlling" and
"Controlled"
have meanings correlative thereto.

     

    "Controlled Group"
means all members of a controlled group of corporations and all businesses
(whether or not incorporated) under common control which, together with the
Borrower or any Subsidiary (as applicable), are treated as a single employer
under Section 414 of the Code.

     

    "Convert", "Conversion" and
"Converted"
each refers to a conversion of Advances of one Type into Advances of another
Type pursuant to Section 2.5(b).

     

    "Credit Documents"
means this Agreement, the Notes, the Letter of Credit Documents, the Guaranty,
the Fee Letter, and each other agreement, instrument, or document executed at
any time in connection with this Agreement.

     

    "Credit Extension"
means an Advance or a Letter of Credit Extension.

     

    "Credit Parties" means
the Borrower and the Guarantors.

     

    "Debt" means, for any
Person, without duplication:  (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments upon which interest
payments are customarily made; (c) all obligations of such Person under
conditional sale or other title retention agreements relating to any Properties
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the deferred
purchase price of Property or services purchased by such Person (other than
trade debt, accrued compensation, claims, taxes and related obligations incurred
in the ordinary course of business on customary terms) which would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements or under commodities
agreements, (f) all Debt of others secured by (or for which the holder of such
Debt has an existing right, contingent or otherwise, to be secured by) any Lien
on, or payable out of the proceeds of production from, Property owed by such
Person, whether or not the obligation secured thereby have been assumed (to the
extent of the fair market value of such Property), (g) all Contingent Debt of
such Person with respect to Debt of another Person, (h) the principal portion of
all obligations of such Person under Capital Leases, (i) all net obligations of
such Person under Hedging Arrangements, (j) the maximum amount of all standby
letters of credit issued or bankers' acceptances facilities created for the
account of such Person and, without duplication, all drafts drawn thereunder (to
the extent unreimbursed), (k) all preferred Equity Interests issued by such
Person and which by the terms thereof could be (at the request of the holders
thereof or otherwise) subject to mandatory sinking fund payments, repurchase,
redemption or other acceleration any time during the period ending on the term
of the Agreement, (l) the principal portion of all obligations of such Person
under Synthetic Leases, and (m) the Debt of any partnership or unincorporated
joint venture in which such Person is a general partner or a joint venturer, but
only to the extent to which there is recourse to such Person for the payment of
such Debt.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    "Debtor Relief Laws"
means (a) the Bankruptcy Code of the United States, and (b) all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

     

    "Debt to Capitalization
Ratio" means, as of the end of any fiscal quarter, the ratio (expressed
as a percentage) of (a) all Funded Debt to (b) the sum of (i) all Funded Debt
plus (ii) the consolidated Net Worth of the Borrower, each as of the last day of
such fiscal quarter.

     

    "Default" means
(a) an Event of Default or (b) any event or condition which with
notice or lapse of time or both would, unless cured or waived, become an Event
of Default.

     

    "Defaulting Lender"
means, subject to Section 2.16(b), any Lender that, as determined by the Administrative Agent
or the Issuing Lender in each case, acting
reasonably and in good faith:

     

    (a)           has
failed to perform any of its funding obligations hereunder, including in respect
of its Loans or participations in respect of Letters of Credit, within three (3)
Business Days of the date required to be funded by it hereunder, unless such
obligation is the subject of a good faith dispute;

     

    (b)           has
notified the Borrower, the Administrative Agent, the Issuing Lender or any
Lender that it does not intend to comply with its funding obligations hereunder or under other
agreements generally in which it commits to extend credit, has made a public
statement to that effect with respect to its respective funding obligations
hereunder or under other agreements in which it commits to extend credit or has
defaulted generally on its funding obligations under other agreements in which
it commits to extend credit, in each case, unless such obligation is the subject
of a good faith dispute;

     

    (c)           has
failed, within three (3) Business Days after request by the Borrower, the
Administrative Agent or the Issuing Lender (such request being based upon a
reasonable, good-faith belief that such Lender is or will be in default with
respect to its funding obligations hereunder), to confirm in a manner
satisfactory to the Administrative Agent or the Issuing Lender, as applicable,
that it will comply with its funding obligations, unless such obligation is the
subject of a good faith dispute; or

     

    (d)           has,
or has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, (ii) had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its
consent to, approval of or acquiescence in any such proceeding or appointment;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by a Governmental Authority.

     

    The
Administrative Agent shall promptly notify in writing the Borrower and the
Lenders of any determination that a Lender has become a Defaulting
Lender.

     

    "Default Rate" means,
with respect to any Facility, (a) except as provided in (b) or (c) below, when
used with respect to Obligations other than letter of credit fees, an interest
rate equal to the sum of (i) the Adjusted Base Rate plus (ii) the Applicable
Margin, if any, applicable to Base Rate Advances for such Facility plus (iii) 2%
per annum; (b) with respect to any Eurodollar Advance, an interest rate equal to
the sum of (i) the Eurodollar Rate plus (ii) the Applicable Margin, if any,
applicable to Eurodollar Rate Advances for such Facility plus (iii) 2% per
annum, and (c) when used with respect to letter of credit fees, a rate equal to
the Applicable Margin, if any, applicable to Eurodollar Rate Advances for the
Revolving Credit Facility plus 2% per annum.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    "Dollars" and "$" means lawful money
of the United States.

     

    "Domestic Subsidiary"
means, with respect to any Person, any of its Subsidiaries that is incorporated
or organized under the laws of the United States, any State thereof or the
District of Columbia.

     

    "EBITDA" means,
without duplication, for the Borrower and its consolidated Subsidiaries, the sum
of (a) its  Net Income for such period plus (b) to the
extent deducted in determining Net Income, Interest Expense, income taxes,
depreciation, amortization and other non-recurring, non-cash charges and other
non-cash extraordinary items for such period minus (c) to the
extent included in determining Net Income, non-recurring gains, and excluding
any results of discontinued operations, in each case determined in accordance
with GAAP; provided that such EBITDA shall be subject to pro forma adjustments
for Acquisitions and Nonordinary Course Asset Sales assuming that such
transactions had occurred on the first day of the determination period, which
adjustments shall be made in accordance with the guidelines for pro forma
presentations set forth by the SEC.

     

    "Eligible Assignee"
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
any other Person (other than a natural person).

     

    "Environment" or
"Environmental"
shall have the meanings set forth in 42 U.S.C. 9601(8) (1988).

     

    "Environmental Claim"
means any third party (including governmental agencies and employees) action,
lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent
agreement or notice of potential or actual responsibility or violation
(including claims or proceedings under the Occupational Safety and Health Acts
or similar laws or requirements relating to health or safety of employees) which
seeks to impose liability under any Environmental Law.

     

    "Environmental Law"
means all federal, state, and local laws, rules, regulations, ordinances,
orders, decisions, agreements, and other requirements, including common law
theories, now or hereafter in effect and relating to, or in connection with the
Environment, health, or safety, including without limitation CERCLA, relating to
(a) pollution, contamination, injury, destruction, loss, protection,
cleanup, reclamation or restoration of the air, surface water, groundwater, land
surface or subsurface strata, or other natural resources; (b) solid,
gaseous or liquid waste generation, treatment, processing, recycling,
reclamation, cleanup, storage, disposal or transportation; (c) exposure to
pollutants, contaminants, hazardous, medical infections, or toxic substances,
materials or wastes; (d) the safety or health of employees; or (e) the
manufacture, processing, handling, transportation, distribution in commerce,
use, storage or disposal of hazardous or toxic substances, materials or
wastes.

     

    "Environmental Permit"
means any permit, license, order, approval, registration or other authorization
under Environmental Law.

     

    "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute and all rules and regulations promulgated
thereunder.

     

    "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 consolidated balance
sheet of the Borrower and its consolidated Subsidiaries 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.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    "Equity Interest"
means with respect to any Person, any shares, interests, participation, or other
equivalents (however designated) of corporate stock, membership interests or
partnership interests (or any other ownership interests) of such
Person.

     

    "Eurodollar Advance"
means an Advance that bears interest based upon the Eurodollar
Rate.

     

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

     

    "Eurodollar Rate"
means, for the Interest Period for each Eurodollar Advance comprising the same
Borrowing, the interest rate per annum (rounded upward to the nearest whole
multiple of 1/100 of 1%) equal to (a) the applicable British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) appearing on the Reuters "LIBOR01" screen (or on any
successor or substitute screen provided by Reuters, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such screen, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to deposits in Dollars in the London interbank market) as of 11:00
a.m. (London, England time) two Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period, and (b) if
the rate as determined under clause (a) is not available at such time for any
reason, then the applicable Eurodollar Rate for the relevant Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which the Administrative Agent or one of its affiliate banks offers to place
deposits in Dollars for delivery on the first day of such Interest Period with
first class banks 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 the amount of $5,000,000 and having a maturity equal to such Interest
Period.

     

    "Event of Default" has
the meaning specified in Section 7.1.

     

    "Excluded Taxes"
means, with respect to any Lender Party or any other recipient of any payment to
be made by or on account of any obligation of any Credit Party hereunder, (a)
taxes imposed on or measured by its net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which any Credit Party is located and (c) except as
provided in the following sentence, in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 2.15), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender's failure or inability (other
than as a result of a Change in Law) to comply with Section 2.14(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.14.  Notwithstanding anything to the contrary
contained in this definition, "Excluded Taxes" shall not include any withholding
tax imposed at any time on payments made by or on behalf of a Foreign Subsidiary
to any Lender Party hereunder or under any other Credit Document, provided that
such Lender, the Administrative Agent and such Issuing Lender shall have
complied with Section 2.14(e).

     

    "Existing Credit
Facility" means that certain Credit Agreement, dated as of June 23, 2008, by and
among the Borrower, the lenders party thereto, Wells Fargo, as administrative
agent, and the other agents party thereto, as amended, supplemented or otherwise
modified by that certain First Amendment to Credit Agreement dated as of July
17, 2009.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    "Existing Letters of
Credit" means the letters of credit issued under the Existing Credit
Facility and set forth on Schedule III.

     

    "Facility" means the
Term Loan Facility or the Revolving Credit Facility, as the context may
require.

     

    "Federal Funds Rate"
means, for any day, a fluctuating interest rate per annum 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 Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to the
Administrative Agent (in its individual capacity) on such day on such
transactions as determined by the Administrative Agent.

     

    "Federal Reserve
Board" means the Board of Governors of the Federal Reserve System or any
of its successors.

     

    "Fee Letter" means
that certain fee letter dated August 18, 2010 between the Borrower and Wells
Fargo.

     

    "Financial Statements"
means, for any period, the consolidated financial statements of the Borrower and
its consolidated Subsidiaries, including statements of income and cash flow for
such period as well as a balance sheet as of the end of such period, and
accompanying footnotes, all prepared in accordance with GAAP.

     

    "Foreign Lender" means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes.  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

     

    "Foreign Subsidiary"
means any Subsidiary of a Person that is not a Domestic Subsidiary.

     

    "Fronting Exposure"
means, at any time there is a Defaulting Lender or Potential Defaulting Lender,
with respect to any Issuing Lender, (a) such Defaulting Lender's Applicable
Percentage (determined, for the avoidance of doubt, without giving effect to any
adjustment provided for in Section 2.16(a)(iv)) of the outstanding Letter of
Credit Exposure with respect to Letters of Credit issued by such Issuing Lender
less (b) any portion of the amount calculated under clause (a) above the risk
participation with respect to which has been reallocated to other Lenders or
Cash Collateralized in accordance with the terms hereof.

     

    "Fund" means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

     

    "Funded Debt" means
all Debt of the Borrower and its consolidated Subsidiaries of the types
described in clauses (a), (b), (c), (d), (f), (g), (h), (j), (l) and (m) of the
definition of "Debt" (but with respect to Debt described such clauses (f) and
(g), only to the extent such Debt relates to the types of other Debt described
in this definition and excluding any intercompany Debt of the Borrower and its
Subsidiaries).


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    "GAAP" means United
States generally accepted accounting principles as in effect from time to time,
applied on a basis consistent with the requirements of Section 1.2.

     

    "Governmental
Authority" means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

     

    "Guarantors" means any
Person that now or hereafter executes a Guaranty or a joinder or supplement to a
Guaranty.

     

    "Guaranty" means a
guaranty substantially in the form of Exhibit C made by the Material
Subsidiaries of the Borrower party thereto from time to time in favor of the
Administrative Agent for the benefit of the Lender Parties.

     

    "Hazardous Substance"
means any substance or material identified as such pursuant to CERCLA and those
regulated under any other Environmental Law, including without limitation
pollutants, contaminants, petroleum, petroleum products, radionuclides, and
radioactive materials.

     

    "Hazardous Waste"
means any substance or material regulated or designated as such pursuant to any
Environmental Law, including without limitation, pollutants, contaminants,
flammable substances and materials, explosives, radioactive materials, oil,
petroleum and petroleum products, chemical liquids and solids, polychlorinated
biphenyls, asbestos, toxic substances, and similar substances and
materials.

     

    "Hedging Arrangement"
means a hedge, call, swap, collar, floor, cap, option, forward sale or purchase
or other contract or similar arrangement (including any obligations to purchase
or sell any commodity or security at a future date for a specific price) which
is entered into to reduce or eliminate or otherwise protect against the risk of
fluctuations in prices or rates, including interest rates, foreign exchange
rates, commodity prices and securities prices.

     

    "Hedge Counterparty"
means any Lender or any Affiliate thereof that is party to a Hedging Arrangement
with any Credit Party.

     

    "IFRS" has the meaning
specified in Section 3.2(c).

     

    "Increase Date" means
the effective date of either a Revolving Facility Increase or a Term Loan
Facility Increase as provided in Section 2.1(d).

     

    "Increasing Lender"
shall mean either an Increasing Revolving Lender or an Increasing Term Lender,
as the context may require.

     

    "Increasing Revolving
Lender" shall have the meaning assigned to such term in Section
2.1(d)(i).

     

    "Increasing Term
Lender" shall have the meaning assigned to such term in Section
2.1(d)(ii).

     

    "Indemnified Taxes"
means Taxes other than Excluded Taxes.

     

    "Indemnitees" has the
meaning specified in Section 9.1.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    "Indenture" means the
Indenture dated as of July 21, 2009 between the Borrower and U.S. Bank National
Association, as trustee, as supplemented by the First Supplemental Indenture
dated as of July 21, 2009, the Second Supplemental Indenture dated as of August
30, 2010, and as the same may be further amended, modified or supplemented from
time to time as permitted by this Agreement.

     

    "Interest Expense"
means, for any period and with respect to any Person, total interest expense
(net of interest income) whether paid or accrued, all as determined in
conformity with GAAP.

     

    "Interest Period"
means for each Eurodollar Advance comprising part of the same Borrowing, the
period commencing on the date of such Eurodollar Advance is made or deemed made
and ending on the last day of the period selected by the Borrower pursuant to
the provisions below and Section 2.5, 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 and Section 2.5.  The duration of each such Interest
Period shall be one, two, three, or six months, in each case as the Borrower may
select, provided that:

     

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

     

    (b)           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;

     

    (c)           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 it would have ended if there were a numerically
corresponding day in such calendar month; and

     

    (d)           the
Borrower may not select any Interest Period for (i) any Revolving Advance that
ends after the Revolving Credit Maturity Date or (ii) any Term Advance that ends
after the Term Loan Maturity Date.

     

    "Issuing Lender" means
Wells Fargo, Citibank, N.A., DnB Nor Bank ASA, Royal Bank of Canada and any
other Lender designated in writing to the Administrative Agent by the Borrower
(and consented to by such Lender) as an issuer of Letters of Credit, each in
their respective capacity as an issuer of Letters of Credit
hereunder.

     

    "Legal Requirement"
means any law, statute, ordinance, decree, requirement, order, judgment, rule,
treaty, code, administrative or judicial precedents or authorities, regulation
(or official interpretation of any of the foregoing) of, and the terms of any
license, authorization or permit issued by, and any agreement with, any
Governmental Authority, including, but not limited to, Regulations T, U and
X.

     

    "Lender Parties" means
Lenders, the Issuing Lenders, the Swingline Lender and the Administrative
Agent.

     

    "Lenders" means the
Persons listed on Schedule II and
any other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance or pursuant to Section 2.1(d) (other than any such Person that
has ceased to be a party hereto pursuant to an Assignment and Acceptance or
pursuant to Sections 2.15 or 2.16).  Unless the context otherwise
requires, the term "Lenders" includes the Swingline Lender.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    "Lending Office"
means, as to any Lender, the office or offices of such Lender described as such
in such Lender's Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

     

    "Letter of Credit"
means any standby or commercial letter of credit issued by an Issuing Lender for
the account of the Borrower or any Subsidiary thereof pursuant to the terms of
this Agreement, in such form as may be agreed by the Borrower and such Issuing
Lender and shall include the Existing Letters of Credit.

     

    "Letter of Credit
Application" means the applicable Issuing Lender's standard form letter
of credit application for standby or commercial letters of credit which has been
executed by the Borrower and accepted by such Issuing Lender in connection with
the issuance of a Letter of Credit.

     

    "Letter of Credit
Documents" means all Letters of Credit, Letter of Credit Applications and
amendments thereof, and agreements, documents, and instruments entered into in
connection therewith or relating thereto.

     

    "Letter of Credit
Extension" means, with respect to any Letter of Credit, the issuance
thereof, extension of the expiry date thereof, or the increase of the amount
thereof.

     

    "Letter of Credit
Exposure" means the aggregate outstanding undrawn amount of Letters of
Credit plus the aggregate unpaid amount of all of the Borrower's payment
obligations under drawn Letters of Credit.

     

    "Letter of Credit
Obligations" means any obligations of the Borrower under this Agreement
in connection with the Letters of Credit.

     

    "Letter of Credit
Sublimit" means, with respect to any Issuing Lender at any time, an
amount equal to the Aggregate Letter of Credit Sublimit divided by the total
number of Issuing Lenders at such time.

     

    "Lien" means any
mortgage, lien, pledge, charge, deed of trust, security interest, or encumbrance
to secure or provide for the payment of any obligation of any Person, whether
arising by contract, operation of law, or otherwise (including the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease, or other
title retention agreement).

     

    "Majority Lenders"
means, as of the date of determination, Lenders holding more than 50% of the sum
of (a) the aggregate principal amount of the Advances and participations in the
Letters of Credit at such time plus (b) the unused
Commitments at such time; provided that, subject to Section 9.2, the
Commitments, Advances and participations in the Letters of Credit of each
Defaulting Lender shall be excluded for purposes of making a determination of
Majority Lenders.

     

    "Majority Revolving
Lenders" means, as of any date of determination, Revolving Lenders
holding more than 50% of the sum of (a) Revolving Outstanding Amount and
(b) the aggregate unused Revolving Commitments at such time; provided that
the unused Revolving Commitment of, and the portion of the Revolving Advances
and participations in the Letters of Credit held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Majority Revolving Lenders.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    "Majority Term
Lenders" means, as of any date of determination, Term Lenders holding
more than 50% of Term Outstanding Amount on such date.

     

    "Material Adverse
Change" means a material adverse change (a) in the condition (financial
or otherwise), operations, business, assets or liabilities of the Borrower and
its Subsidiaries, taken as a whole; (b) on the validity or enforceability of
this Agreement, any Note, the Guaranty or any of the other material Credit
Documents or the rights, benefits or remedies of any Lender Party under this
Agreement, any Note, the Guaranty or any of the other material Credit Documents;
or (c) on the ability of the Borrower or the Credit Parties taken as a whole to
perform its or their obligations under this Agreement, any Note, the Guaranty or
any other material Credit Document.

     

    "Material Subsidiary"
means, as of a determination date, any Domestic Subsidiary whose (a) EBITDA for
the immediately preceding fiscal quarter as determined in accordance with GAAP,
or (b) book value of total assets as established in accordance with GAAP, is
equal to or greater than 5% of any of the Borrower's (i) consolidated EBITDA for
the immediately preceding fiscal quarter as determined in accordance with GAAP
or (ii) consolidated book value of total assets as established in accordance
with GAAP, respectively, and in each case as reflected in the Financial
Statements covering such immediately preceding fiscal quarter and delivered to
the Administrative Agent and the Lenders pursuant to the terms
hereof.

     

    "Maximum Rate" means
the maximum non-usurious interest rate under applicable Legal Requirements
(determined under such laws after giving effect to any items which are required
by such laws to be construed as interest in making such determination, including
without limitation if required by such laws, certain fees and other
costs).

     

    "Moody's" means
Moody's Investors Service, Inc. and any successor thereto which is a nationally
recognized statistical rating organization.

     

    "Multiemployer Plan"
means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which
the Borrower or any member of the Controlled Group is making or accruing an
obligation to make contributions.

     

    "Net Income" means,
for any period and with respect to any Person, the net income for such period
for such Person after taxes as determined in accordance with GAAP, excluding,
however, (a) extraordinary items and (b) the cumulative effect of any
change in GAAP.

     

    "Net Worth" means as
of the date of its determination, consolidated shareholders' equity of the
Borrower and its consolidated Subsidiaries, as determined in accordance with
GAAP.

     

    "Non-Guarantor
Subsidiary" means any Subsidiary that is not Credit Party.

     

    "Nonordinary Course Asset
Sales" means, any sales, conveyances, or other transfers of Property made
by the Borrower or any Subsidiary (a) of any division of the Borrower or any
Subsidiary, (b) of the Equity Interest in a Subsidiary by the Borrower or any
other Subsidiary or (c) of any assets of the Borrower or any Subsidiary, whether
in a transaction or related series of transactions, outside the ordinary course
of business.

     

    "Note Documents" means
the Senior Unsecured Notes, the Indenture and each other agreement, instrument,
or document executed at any time in connection with the Senior Unsecured
Notes.

     

    "Notes" means the
Revolving Notes, the Term Notes and the Swingline Note.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    "Notice of Borrowing"
means a notice of borrowing signed by the Borrower in substantially the same
form as Exhibit D or such other form as shall be reasonably approved by the
Administrative Agent.

     

    "Notice of Continuation or
Conversion" means a notice of continuation or conversion signed by the
Borrower in substantially the same form as Exhibit E or such other form as shall
be reasonably approved by the Administrative Agent.

     

    "Obligations" means
all principal, interest, fees, reimbursements, indemnifications, and other
amounts now or hereafter owed by any Credit Party to any Lender Party under this
Agreement and the Credit Documents, including, the Letter of Credit Obligations,
any Hedging Arrangement with a Hedge Counterparty but only while such Person (or
in the case of its Affiliate, the Person affiliated therewith) is a Lender
hereunder, Cash Management Obligations, all interest and fees that accrue after
the commencement by or against any Credit Party of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding, and any increases, extensions, and rearrangements of any of the
foregoing obligations under any amendments, supplements, and other modifications
of the documents and agreements creating those obligations.

     

    "Other Taxes" means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Credit Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Credit
Document.

     

    "Overnight Rate"
means, for any day, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the applicable Issuing
Lender, or Swingline Lender, as the case may be, in accordance with banking
industry rules on interbank compensation.

     

    "Participant" has the
meaning assigned to such term in Section 9.6.

     

    "PBGC" means the
Pension Benefit Guaranty Corporation or any entity succeeding to any or all of
its functions under ERISA.

     

    "Person" means any
natural person, partnership, corporation (including a business trust), joint
stock company, trust, limited liability company, unlimited liability company,
limited liability partnership, unincorporated association, joint venture, or
other entity, or Governmental Authority, or any trustee, receiver, custodian, or
similar official.

     

    "Plan" means an
employee benefit plan (other than a Multiemployer Plan) maintained for employees
of the Borrower or any member of the Controlled Group and covered by
Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Code.

     

    "Potential Defaulting
Lender" means, at any time, a Lender that has, or whose parent company
has, a non-investment grade rating from Moody's or S&P or another nationally
recognized rating agency.  Any determination that a Lender is a
Potential Defaulting Lender will be made by the Administrative Agent in its sole
discretion acting reasonably and in good faith.

     

    "Prime Rate" means the
per annum rate of interest established from time to time by the Administrative
Agent at its principal office as its prime rate, which rate may not be the
lowest rate of interest charged by the  Administrative Agent to its
customers.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    "Property" of any
Person means any property or assets (whether real, personal, or mixed, tangible
or intangible) of such Person.

     

    "Refinancing
Transactions" means the refinancing of all obligations under the Existing
Credit Facility and the Acquired Company Debt Instruments.

     

    "Register" has the
meaning set forth in Section 9.6(b).

     

    "Regulations T, U, X and
D" means Regulations T, U, X and D of the Federal Reserve Board, as each
is from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

     

    "Related Parties"
means, with respect to any Person, such Person's Affiliates and the partners,
directors, officers, employees and agents of such Person and of such Person's
Affiliates.

     

    "Release" shall have
the meaning set forth in CERCLA or under any other Environmental
Law.

     

    "Reportable Event"
means any of the events set forth in Section 4043(c) of ERISA (other than any
such event not subject to the provision for 30-day notice to the PBGC under the
regulations issued under such section).

     

    "Response" shall have
the meaning set forth in CERCLA or under any other Environmental
Law.

     

    "Responsible Officer"
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Credit Party.

     

    "Restricted Payment"
means, with respect to any Person, (a) any direct or indirect dividend or
distribution (whether in cash, securities or other Property) or any direct or
indirect payment of any kind or character (whether in cash, securities or other
Property) in consideration for or otherwise in connection with any retirement,
purchase, redemption or other acquisition of any Equity Interest of such Person,
or any options, warrants or rights to purchase or acquire any such Equity
Interest of such Person or (b) principal or interest payments (in cash, Property
or otherwise) on, or redemptions of, subordinated debt of such Person; provided
that the term "Restricted Payment" shall not include any dividend or
distribution payable solely in Equity Interests of such Person, or warrants,
options or other rights to purchase such Equity Interests.

     

    "Revolving Advance"
means an advance by a Lender to the Borrower as a part of a Revolving Borrowing
pursuant to Section 2.1(a) and refers to either a Base Rate Advance or a
Eurodollar Advance.

     

    "Revolving Borrowing"
means a borrowing consisting of simultaneous Revolving Advances of the same Type
made by the Lenders pursuant to Section 2.1(a) or Converted by each Lender to
Revolving Advances of a different Type pursuant to Section 2.5(b).

     

    "Revolving Commitment"
means, as to each Revolving Lender, its obligation to (a) make Revolving
Advances to the Borrower pursuant to Section 2.1(a), (b) purchase participations
in Letters of Credit pursuant to Section 2.3 and (c) purchase participations in
Swingline Advances pursuant to Section 2.5, in an aggregate principal amount at
any one time outstanding not to exceed the Dollar amount set forth opposite such
Revolving Lender's name on Schedule II as its Revolving Commitment or in the
Assignment and Acceptance or any agreement referred to in Section 2.1(d),
pursuant to which such Revolving Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.  The initial aggregate amount of Revolving Commitments as
of the Closing Date is $250,000,000.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    "Revolving Credit
Facility" means, at any time, the aggregate amount of the Revolving
Lenders' Revolving Commitments at such time.

     

    "Revolving Credit Maturity
Date" means the earlier of (a) September 16, 2014, and (b) the
earlier termination in whole of the Revolving Commitments pursuant to Section
2.1(c) or Article VII.

     

    "Revolving Facility
Increase" has the meaning set forth in Section 2.1(d)(i).

     

    "Revolving Lender"
means any Lender that has a Revolving Commitment or holds a Revolving Advance or
participation in any Letter of Credit.

     

    "Revolving Note" means
a promissory note of the Borrower payable to the order of a Lender in the amount
of such Lender's Revolving Commitment, in the form provided by the
Administrative Agent and acceptable to the Borrower.

     

    "Revolving Outstanding
Amount" means, as of any date of determination, the sum of (a) the
aggregate outstanding principal amount of all Revolving Advances plus (b) the Letter
of Credit Exposure plus (c) the
aggregate outstanding amount of all Swingline Advances.

     

    "Same Day Funds" means
immediately available funds.

     

    "Sarbanes-Oxley" means
the Sarbanes-Oxley Act of 2002.

     

    "S&P" means
Standard & Poor's Ratings Service, a division of The McGraw-Hill
Companies, Inc., or any successor thereof which is a nationally recognized
statistical rating organization.

     

    "SEC" means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

     

    "Securities Laws"
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
Public Company Accounting Oversight Board, as each of the foregoing may be
amended and in effect on any applicable date hereunder.

     

    "Sellers" means Skeie
Technology AS, Skeie Tech Invest AS and Wideluck Enterprises
Limited.

     

    "Senior Unsecured
Notes" means the 2009 Notes, the 2010 Notes and any Additional
Notes.

     

    "Skeie Acquisition"
means the acquisition by the Borrower of the outstanding Equity Interests of the
Sellers and the Skeie shareholders who tender their shares in the tender offer
made by Borrower.

     

    "Skeie Acquisition
Documents" means the Share Purchase Agreement dated as of July 1, 2010
among the Borrower, Skeie Technology AS, Skeie Tech Invest AS and Wideluck
Enterprises Limited, all schedules, certificates and exhibits relating thereto
and ancillary agreements executed and delivered by the Borrower and other
parties in connection with the Skeie Acquisition.

     

    "Solvent" means, as to
any Person, on the date of any determination (a) the fair value of the Property
of such Person is greater than the total amount of debts and other liabilities
(including without limitation, contingent liabilities) of such Person, (b) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts and other liabilities (including, without limitation, contingent
liabilities) as they become absolute and matured, (c) such Person is able to
realize upon its assets and pay its debts and other liabilities (including,
without limitation, contingent liabilities) as they mature in the normal course
of business, and (d) such Person is not
engaged in, a business or a transaction for which such Person’s Property would
constitute unreasonably small capital.


    
      
         


      

      
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    "Subsidiary" means,
with respect to any Person (the "parent") at any date,
any other Person the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
Person, a majority of whose outstanding Voting Securities (other than directors'
qualifying shares) shall at any time be owned by such parent or one or more
Subsidiaries of such parent.  Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

     

    "Swingline Advance"
means an advance by the Swingline Lender to the Borrower pursuant to Section
2.4.

     

    "Swingline Lender"
means Wells Fargo.

     

    "Swingline Note" means
the promissory note made by the Borrower payable to the order of the Swingline
Lender in the form provided by the Administrative Agent and acceptable to the
Borrower.

     

    "Swingline Payment
Date" means the last Business Day of each calendar month.

     

    "Swingline Sublimit"
means $30,000,000.

     

    "Synthetic Lease"
means any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease under GAAP.

     

    "Taxes" means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

     

    "Term Advance" means
an advance by a Term Lender to the Borrower as a part of a Term Borrowing
pursuant to Section 2.1(b) and refers to either a Base Rate Advance or a
Eurodollar Advance.

     

    "Term Borrowing" means
a borrowing consisting of Term Advances of the same Type and, in the case of
Eurodollar Advances, having the same Interest Period, made by the Term Lenders
pursuant to Section 2.1(b).

     

    "Term Commitment"
means, as to each Lender, its obligation to make Term Advances to the Borrower
pursuant to Section 2.1(b) from time to time, in an aggregate principal amount
not to exceed the Dollar amount set forth opposite such Lender's name on
Schedule II as its Term Commitment or in the Assignment and Acceptance or any
agreement referred to in Section 2.1(d), pursuant to which such Term Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement  The aggregate amount of the
Term Commitments as of the Closing Date is $350,000,000.

     

    "Term Lender" means
(a) at any time on or prior to the Closing Date, any Lender that has a
Term Commitment at such time, and (b) at any time after the Closing
Date, any Lender that holds a Term Advance at such time.


    
      
         


      

      
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    "Term Loan Facility"
means (a) at any time on or prior to the Closing Date, the aggregate amount
of the Term Commitments at such time and (b) at any time after the Closing
Date, the aggregate principal amount of the Term Advances of all
Term Lenders outstanding at such time.

     

    "Term Loan Facility
Commitment Termination Date" means earlier of (a) July 31, 2011, and
(b) the earlier termination in whole of the Term Commitments pursuant to
Section 2.1(c) or Article VII.

     

    "Term Loan Facility
Increase" has the meaning set forth in Section 2.1(d).

     

    "Term Loan Maturity
Date" means September 16, 2015.

     

    "Term Note" means a
promissory note of the Borrower payable to the order of a Lender in the amount
of such Lender's Term Commitment, in the form provided by the Administrative
Agent and acceptable to the Borrower.

     

    "Term Outstanding
Amount" means, as of the date of determination, the aggregate outstanding
principal amount of all Term Advances.

     

    "Termination Event"
means (a) a Reportable Event with respect to a Plan, (b) except with
respect to any Plan of LeTourneau Technologies, Inc., the withdrawal of the
Borrower or any member of the Controlled Group from a Plan during a plan year in
which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA,
(c) the filing of a notice of intent to terminate a Plan or the treatment
of a Plan amendment as a termination under Section 4041(c) of ERISA,
(d) the institution of proceedings to terminate a Plan by the PBGC, or
(e) any other event or condition which constitutes grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.  Notwithstanding the foregoing, a standard
termination of a Plan under Section 4041(b) of ERISA (including the filing of a
notice of intent to terminate) shall not constitute a Termination
Event.

     

    "Transactions" means,
collectively, (a) the consummation of the Skeie Acquisition, (b) the entering by
the Credit Parties into Credit Documents to which they are to be a party, (c)
the Refinancing Transactions, and (d) the payment of the fees and expenses
incurred in connection with the consummation of the foregoing.

     

    "Type" has the meaning
set forth in Section 1.3.

     

    "United States" means
the United States of America.

     

    "Voting Securities"
means (a) with respect to any corporation, capital stock of such corporation
having general voting power under ordinary circumstances to elect directors of
such corporation (irrespective of whether at the time stock of any other class
or classes shall have or might have special voting power or rights by reason of
the happening of any contingency), (b) with respect to any partnership, any
partnership interest or other ownership interest having general voting power to
elect the general partner or other management of the partnership or other
Person, and (c) with respect to any limited liability company, membership
certificates or interests having general voting power under ordinary
circumstances to elect managers of such limited liability company.

     

    "Wells Fargo" means
Wells Fargo Bank, National Association.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    1.2           Accounting
Terms; Changes in GAAP.

     

    (a)                 Except
as otherwise expressly provided herein, all accounting terms used herein shall
be interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall be
prepared, in accordance with GAAP applied on a consistent basis. All
calculations made for the purposes of determining compliance with this Agreement
shall (except as otherwise expressly provided herein) be made by application of
GAAP applied on a basis consistent with the most recent Financial Statements
delivered pursuant to Section 5.2.

     

    (b)                 Unless
otherwise indicated, all Financial Statements of the Borrower, all calculations
for compliance with covenants in this Agreement, all determinations of the
Applicable Margin, and all calculations of any amounts to be calculated under
the definitions in Section 1.1 shall be based upon the consolidated accounts of
the Borrower and its Subsidiaries in accordance with GAAP.

     

    1.3           Classes
and Types of Advances.  Advances are distinguished by "Class"
and "Type".  The "Class", when used in reference to any Advance,
refers to whether such Advance, or the Advances comprising such Borrowing are
Revolving Advances, Term Advances or Swingline Advances.  The "Type"
of an Advance refers to the determination whether such Advance is a Eurodollar
Advance or a Base Rate Advance.

     

    1.4           Other
Interpretive Provisions.  With reference to this Agreement and
each other Credit Document, unless otherwise specified herein or in such other
Credit Document:

     

    (a)                 The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation."  The word
"will" shall be construed to have the same meaning and effect as the word
"shall."  Unless the context requires otherwise, (i) any definition of
or reference to any agreement, instrument or other document shall be construed
as referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein or in any other
Credit Document), (ii) any reference to any Person shall be construed to include
such Person's successors and assigns, (iii) the words "herein," "hereof" and
"hereunder," and words of similar import when used in any Credit Document, shall
be construed to refer to such Credit Document in its entirety and not to any
particular provision thereof, (iv) all references in a Credit Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Credit Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     

    (b)                 In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including;" the words "to" and "until"
each mean "to but excluding;" and the word "through" means "to and
including."

     

    (c)                 Section
headings herein and in the other Credit Documents are included for convenience
of reference only and shall not affect the interpretation of this Agreement or
any other Credit Document.


    
      
         


      

      
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    ARTICLE
II

    CREDIT
FACILITIES

     

    2.1           Commitments.

     

    (a)                 Revolving
Commitment.  Each Revolving Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Revolving Advances to
the Borrower from time to time on any Business Day during the period from the
Closing Date until the Revolving Credit Maturity Date in an aggregate principal
amount not to exceed, at any time, such Revolving Lender's Revolving Commitment;
provided that after giving effect to any Revolving Borrowing, the Revolving
Outstanding Amount shall not exceed the aggregate Revolving Commitments in
effect at such time.  Within the limits of each Revolving Lender's
Revolving Commitment, the Borrower may from time to time borrow, prepay pursuant
to Section 2.6, and reborrow under this Section 2.1(a).

     

    (b)                 Term
Commitment.  Each Term Lender severally agrees, on the terms
and conditions set forth in this Agreement, to make Term Advances to the
Borrower from time to time on any Business Day during the period from the
Closing Date until the Term Loan Facility Commitment Termination Date, in an
aggregate principal amount not to exceed such Term Lender's Term Commitment;
provided, however, that after giving effect to any Term Borrowing, the Term
Outstanding Amount shall not exceed the aggregate Term
Commitments.  The Borrower may prepay the Term Advances but no amount
paid or repaid with respect to the Term Advances may be reborrowed.

     

    (c)                 Reduction of
Commitments.  The Borrower shall have the right, upon at least
three Business Days' irrevocable notice to the Administrative Agent (or such
later time as may be reasonable acceptable to the Administrative Agent), to
terminate in whole or reduce ratably in part the unused portion of either the
Revolving Commitments or the Term Commitments; provided that each partial
reduction shall be in the aggregate amount of $10,000,000 and in integral
multiples of $1,000,000 in excess thereof.  Any reduction or
termination of the Revolving Commitments or Term Commitments pursuant to this
Section shall be permanent, with no obligation of either the Revolving Lenders
or the Term Lenders to reinstate such Revolving Commitments or Term Commitments,
respectively, and the Commitment Fees shall thereafter be computed on the basis
of the Revolving Commitments or the Term Commitments, as the case may be, as so
reduced.  To the extent that a Revolving Commitment reduction would
result in the Revolving Outstanding Amount exceeding the aggregate Revolving
Commitments, the Borrower shall reduce the Revolving Outstanding Amount such
that after giving effect to such reduction such excess has been
eliminated.  Such reductions shall be made to the extent necessary by
first prepaying
the Revolving Advances outstanding at such time, and second depositing in
the Cash Collateral Account an amount of cash equal to 100% of the remaining
excess to be held by the Administrative Agent as collateral and applied to
satisfy drawings under Letters of Credit as they occur.  If after
giving effect to any reduction of the Revolving Commitments under this Section,
either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds
the aggregate Revolving Commitments as so reduced, the Aggregate Letter of
Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be
automatically reduced by the amount of such excess.

     

    
      
        
        

      

      
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    (d)                 Increase in
Commitments.

     

    (i)                      Increase in Revolving
Commitments.  At any time prior to the Revolving Credit
Maturity Date, the Borrower may effectuate up to three separate increases in the
aggregate Revolving Commitments (each such increase being a "Revolving Facility
Increase"), by designating either one or more of the existing Revolving Lenders
(each of which, in its sole discretion, may determine whether and to what degree
to participate in such Revolving Facility Increase) or one or more other banks
or other financial institutions (reasonably acceptable to the Administrative
Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in
the case of any such bank or financial institution that is an existing Revolving
Lender to increase its Revolving Commitment as such Lender shall so select (an
"Increasing Revolving Lender") and, in the case of any other such bank or
financial institution (an "Additional Revolving Lender"), to become a party to
this Agreement; provided, however, that (A) each such Revolving Facility
Increase shall be at least $25,000,000, (B) the aggregate amount of all
Revolving Facility Increases shall not exceed $100,000,000, and (C) except as
otherwise provided below, all Revolving Commitments and Revolving Advances
provided pursuant to a Revolving Facility Increase shall be available on the
same terms as those applicable to the existing Revolving Commitments and
Revolving Advances.  The sum of the increases in the Revolving
Commitments of the Increasing Revolving Lenders plus the Revolving Commitments
of the Additional Revolving Lenders upon giving effect to a Revolving Facility
Increase shall not, in the aggregate, exceed the amount of such Revolving
Facility Increase.  The Borrower shall provide prompt notice of any
proposed Revolving Facility Increase pursuant to this clause (d)(i) to the
Administrative Agent and the Lenders.  This Section 2.1(d)(i) shall
not be construed to create any obligation on any of the Administrative Agent or
any of the Lenders to advance or to commit to advance any credit to the Borrower
or to arrange for any other Person to advance or to commit to advance any credit
to the Borrower.

     

    (ii)                     Increase in Term
Commitments.  At any time prior to the Term Loan Facility
Commitment Termination Date, the Borrower may effectuate a single increase in
the aggregate Term Commitments (such increase being a "Term Loan Facility
Increase"), by designating either one or more of the existing Term Lenders (each
of which, in its sole discretion, may determine whether and to what degree to
participate in such Term Loan Facility Increase) or one or more other banks or
other financial institutions (reasonably acceptable to the Administrative Agent)
that at the time agree, in the case of any such bank or financial institution
that is an existing Term Lender to increase its Term Commitment as such Lender
shall so select (an "Increasing Term Lender") and, in the case of any other such
bank or financial institution (an "Additional Term Lender"), to become a party
to this Agreement; provided, however, that (A) the Term Loan Facility Increase
shall be at least $25,000,000, (B) the aggregate amount of all Term Loan
Facility Increases shall not exceed $50,000,000, and (C) except as otherwise
provided below, all Term Commitments and Term Advances provided pursuant to a
Term Loan Facility Increase shall be available on the same terms as those
applicable to the existing Term Commitments and Term Advances.  The
sum of the increases in the Term Commitments of the Increasing Term Lenders plus
the Term Commitments of the Additional Term Lenders upon giving effect to a Term
Loan Facility Increase shall not, in the aggregate, exceed the amount of such
Term Loan Facility Increase.  The Borrower shall provide prompt notice
of any proposed Term Loan Facility Increase pursuant to this clause (d)(ii) to
the Administrative Agent and the Lenders.  This Section 2.1(d)(ii)
shall not be construed to create any obligation on any of the Administrative
Agent or any of the Lenders to advance or to commit to advance any credit to the
Borrower or to arrange for any other Person to advance or to commit to advance
any credit to the Borrower.


    
      
         


      

      
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    (iii)                    Procedure.  A
Commitment Increase shall become effective upon (A) the receipt by the
Administrative Agent of (1) an agreement in form and substance reasonably
satisfactory to the Administrative Agent signed by the Borrower, each Increasing
Lender and each Additional Lender, setting forth the Commitments, if any, of
each such Lender 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 binding upon each Lender, and (3) such evidence of appropriate
authorization on the part of the Borrower with respect to such Commitment
Increase as the Administrative Agent may reasonably request, (B) a certificate
of a Responsible Officer of the Borrower stating that, both before and after
giving effect to such Commitment Increase, no Default has occurred and is
continuing, and that all representations and warranties made by the Borrower in
this Agreement are true and correct in all material respects (provided that to
the extent any representation and warranty is qualified as to "Material Adverse
Change" or otherwise as to "materiality", such representation and warranty is
true and correct in all respects), unless such representation or warranty
relates to an earlier date in which case it remains true and correct as of such
earlier date, and the representations and warranties contained in subsections
(a) and (b) of Section 4.4 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
5.2, and (2) the funding by each Increasing Lender and Additional Lender of the
Advances to be made by each such Lender to effect the prepayment requirement set
forth in Section 2.6(b)(ii).  Notwithstanding any provision contained
herein to the contrary, from and after the date of any Commitment Increase, all
calculations and payments of interest on the Advances shall take into account
the actual Commitment of each Lender and the principal amount outstanding of
each Advance made by such Lender during the relevant period of
time.

     

    (iv)                    Commitment Increases
Generally.  If the margin above the Eurodollar Rate on any
Revolving Facility Increase or Term Loan Facility Increase exceeds the
Applicable Margin on the Revolving Credit Facility or the Term Loan Facility
(the amount of such excess being referred to herein as the "Yield Differential"),
then the Applicable Margin then in effect for the Revolving Credit Facility or
the Term Loan Facility, as the case may be, shall automatically be increased by
the Yield Differential, effective upon the effectiveness of such Revolving
Facility Increase or Term Loan Facility Increase, as the case may
be.

     

    2.2           Evidence
of Indebtedness.  The Advances made
by each Lender shall be evidenced by one or more accounts or records maintained
by such Lender and by the Administrative Agent.  The accounts or
records maintained by the Administrative Agent and the Lenders shall be
conclusive absent manifest error of the amount of the Advances made by such
Lenders to the Borrower and the interest and payments thereon.  Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Obligations.  In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender to the Borrower made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note which shall evidence such Lender's
Advances to the Borrower in addition to such accounts or
records.  Each Lender may attach schedules to such Note and endorse
thereon the date, Type (if applicable), amount, currency and maturity of its
Advances and payments with respect thereto.

     

    2.3           Letters
of Credit.

     

    (a)                 Commitment for Letters of
Credit.  Subject to the terms and conditions set forth in this
Agreement and in reliance upon the agreements of the Revolving Lenders set forth
in this Section, each Issuing Lender agrees to, from time to time on any
Business Day during the period from the Closing Date until the Revolving Credit
Maturity Date, issue, increase or extend the expiration date of, the Letters of
Credit for the account of the Borrower or any Subsidiary thereof.

     

    (b)                 Limitations.  Notwithstanding
the foregoing, no Letter of Credit will be issued, increased, or
extended:


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    (i)                      (A)
if such issuance, increase, or extension would cause the Letter of Credit
Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such
issuance, increase, or extension would cause the Letter of Credit Exposure with
respect to Letters of Credit issued by any Issuing Lender to exceed the Letter
of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender
otherwise consents in its sole discretion);

     

    (ii)                     if
such issuance, increase, or extension would cause the Revolving Outstanding
Amount to exceed the aggregate Revolving Commitments;

     

    (iii)                    unless
such Letter of Credit has an expiration date not later than five Business Days
prior to the Revolving Credit Maturity Date;

     

    (iv)                    unless
such Letter of Credit is a standby or commercial letter of credit not supporting
the repayment of indebtedness for borrowed money of any Person;

     

    (v)                     unless
such Letter of Credit is in form and substance acceptable to such Issuing Lender
in its sole discretion;

     

    (vi)                    unless
the Borrower has delivered to such Issuing Lender a completed and executed
Letter of Credit Application; provided that, if the terms of any Letter of
Credit Application conflicts with the terms of this Agreement, the terms of this
Agreement shall control;

     

    (vii)                   unless
such Letter of Credit is (A) governed by the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500 or any successor to such publication, in case of a
commercial letter of credit and (B) the International Standby Practices 1998
published by the Institute of International Banking Law & Practice (or such
later version thereof as may be in effect at the time of issuance), in case of
standby letter of credit; and

     

    (viii)                  if
any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting
Lender; unless the applicable Issuing Lender has entered into arrangements,
including the delivery of Cash Collateral, satisfactory to such Issuing Lender
(in its sole discretion) with the Borrower or such Revolving Lender to eliminate
such Issuing Lender's actual or potential Fronting Exposure (after giving effect
to Section 2.16(a)(iv)) with respect to such Defaulting Lender or Potential
Defaulting Lender.

     

    (c)                 Requesting Letters of
Credit.  Each Letter of Credit Extension shall be made pursuant
to a Letter of Credit Application, or if applicable, amendments to such Letter
of Credit Applications, given by the Borrower to the Administrative Agent for
the benefit of the applicable Issuing Lender by telecopy or in writing not later
than 2:00 p.m. (Houston, Texas, time) on the third Business Day before the
proposed date of the Letter of Credit Extension (or such later time as may be
acceptable to such Issuing Lender in its sole discretion).  Each
Letter of Credit Application, or if applicable, amendments to such Letter of
Credit Applications, shall be fully completed and shall specify the information
required therein.  Each Letter of Credit Application, or if
applicable, amendments to such Letter of Credit Applications, shall be
irrevocable and binding on the Borrower.  Subject to the terms and
conditions hereof, the applicable Issuing Lender shall on the date of such
Letter of Credit Extension, make such Letter of Credit Extension to the
beneficiary of such Letter of Credit.


    
      
         


      

      
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    (d)                 Reimbursements for Letters
of Credit; Funding of Participations.  Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such Letter
of Credit with the accompanying documentation required thereby, an Issuing
Lender shall notify the Administrative Agent thereof.  No later than
2:00 p.m. (Houston, Texas, time) on the date of any payment to be made by the
applicable Issuing Lender under a Letter of Credit, the Borrower agrees to pay
to such Issuing Lender an amount equal to any amount paid by such Issuing Lender
under or in respect of such Letter of Credit.  In the event an Issuing
Lender makes a payment pursuant to a request for draw presented under a Letter
of Credit and such payment is not promptly reimbursed by the Borrower as
required herein, such Issuing Lender shall give notice of such payment to the
Administrative Agent. In such event, the Borrower shall be deemed to have
requested a Revolving Borrowing consisting of Base Rate Advances
(notwithstanding any minimum size or increment limitations on individual
Revolving Advances).  Each Revolving Lender (including the Revolving
Lender acting as an Issuing Lender) shall, upon notice from the Administrative
Agent that the Borrower has requested or is deemed to have requested a Revolving
Advance pursuant to Section 2.5 and regardless of whether such notice complies
with Section 2.5, make in Same Day Funds available to the Administrative Agent
for the account of such Issuing Lender in an amount equal to such Revolving
Lender's Applicable Percentage of the amount of such Revolving Advance not later
than 1:00 p.m. (Houston, Texas, time) on the Business Day specified in such
notice by the Administrative Agent, whereupon each Revolving Lender that so
makes Same Day Funds available shall be deemed to have made a Base Rate Advance
under to the Borrower in such amount.  If for any reason any payment
pursuant to a request for draw presented under a Letter of Credit is not
refinanced by a Revolving Borrowing in accordance with this Section 2.3(d), the
Issuing Lender shall be deemed to have requested that each of the applicable
Revolving Lenders fund its risk participation in the relevant Letter of Credit
Obligations and each such Revolving Lender's payment to the Administrative Agent
for the account of the Issuing Lender pursuant to this Section 2.3(d) shall be
deemed payment in respect of such participation.  The Administrative
Agent shall remit the funds so received to the applicable Issuing
Lender.  If any such Revolving Lender shall not have so made such
Revolving Advance or funding of its risk participation available to the
Administrative Agent pursuant to this Section 2.3, such Lender agrees to pay
interest thereon for each day from such date until the date such amount is paid
at the lesser of (A) the Overnight Rate for such day for the first three days
and thereafter the interest rate applicable to such Base Rate Advances and (B)
the Maximum Rate.  The Borrower hereby unconditionally and irrevocably
authorizes, empowers, and directs the Administrative Agent and the Lenders to
record and otherwise treat each payment under a Letter of Credit not immediately
reimbursed by the Borrower as a Revolving Borrowing comprised of Base Rate
Advances to the Borrower.

     

    (e)                 Participations.  Upon
the date of the issuance or increase of a Letter of Credit (including the deemed
issuance of the Existing Letters of Credit), the applicable Issuing Lender shall
be deemed to have sold to each Revolving Lender and each Revolving Lender shall
have been deemed to have purchased from such Issuing Lender a participation in
the related Letter of Credit Obligations equal to such Revolving Lender's
Applicable Percentage at such date and such sale and purchase shall otherwise be
in accordance with the terms of this Agreement.  The Issuing Lender
shall promptly notify the Administrative Agent and the Administrative Agent
shall promptly notify each such participant Revolving Lender by telex,
telephone, or telecopy of each Letter of Credit issued or increased and the
actual dollar amount of such Revolving Lender's participation in such Letter of
Credit.  Each Revolving Lender's obligation to purchase participating
interests pursuant to this Section and to reimburse the Issuing Lenders for such
Revolving Lender's Applicable Percentage of any payment under a Letter of Credit
by an Issuing Lender not reimbursed in full by the Borrower shall be absolute
and unconditional and shall not be affected by any circumstance, including (i)
any of the circumstances described in paragraph (f) below, (ii) the occurrence
and continuance of a Default, (iii) an adverse change in the financial condition
of any Credit Party, (iv) any failure to meet the conditions in Section 3.3 or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing, except for any such circumstance, happening or
event constituting or arising from gross negligence or willful misconduct on the
part of such Issuing Lender.


    
      
         


      

      
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    (f)                 Obligations
Unconditional.  The obligations of the Borrower under this
Agreement in respect of each Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, notwithstanding the following
circumstances:

     

    (i)                      any
lack of validity or enforceability of any Letter of Credit Documents or any
other Credit Document;

     

    (ii)                     any
amendment or waiver of or any consent to departure from any Letter of Credit
Document or any other Credit Document;

     

    (iii)                    the
existence of any claim, counterclaim, set-off, defense or other right which any
Credit Party, any Subsidiary thereof or any other Person may have at any time
against any beneficiary or transferee of such Letter of Credit (or any Persons
for whom any such beneficiary or any such transferee may be acting), any Issuing
Lender, any Lender or any other Person, whether in connection with this
Agreement, the Transactions or in any Letter of Credit Documents or any
unrelated transaction;

     

    (iv)                    any
draft, demand, certificate, statement or any other document presented under such
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
to the extent any Issuing Lender would not be liable therefor pursuant to the
following paragraph (h);

     

    (v)                     any
loss or delay in the transmission or otherwise of any document required in order
to make a drawing under such Letter of Credit;

     

    (vi)                   any
payment by an Issuing Lender under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by an Issuing Lender under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; or

     

    (vii)                   any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing;

     

    provided,
however, that nothing contained in this paragraph (f) shall be deemed to
constitute a waiver of any remedies of the Borrower in connection with the
Letters of Credit, including those specified in Section 2.3(h).

     

    (g)                 Cash
Collateralization.

     

    (i)                      The
Borrower shall deposit into the Cash Collateral Account in accordance with
paragraph (i) below cash in an amount equal to 103% of the Letter of Credit
Exposure of all outstanding Letters of Credit, if the Revolving Commitments are
terminated pursuant to Section 2.1(c) or Article VII, on the date of such
termination.

     

    (ii)                     If
at any time that there shall exist a Defaulting Lender or Potential Defaulting
Lender, promptly upon the request of the Administrative Agent or an Issuing
Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral
in an amount equal to the Fronting Exposure at the time (determined for the
avoidance of doubt, after giving effect to Section 2.16(a)(iv) and any Cash
Collateral provided by any Defaulting Lender).


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    (h)                 Liability of Issuing
Lenders.  The Borrower assumes all risks of the acts or
omissions of any beneficiary or transferee of any Letter of Credit with respect
to its or any Credit Party's use of such Letter of Credit.  Neither an
Issuing Lender nor any of its respective officers or directors shall be liable
or responsible for:

     

    (i)                      the
use which may be made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith;

     

    (ii)                     the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; or

     

    (iii)                    any
other circumstances whatsoever in making or failing to make payment under any
Letter of Credit (INCLUDING
SUCH ISSUING LENDER'S OWN NEGLIGENCE),

     

    except
that the Borrower shall have a claim against an Issuing Lender, and such Issuing
Lender shall be liable to, and shall promptly pay to, the Borrower, to the
extent of any direct, as opposed to consequential, damages suffered by the
Borrower which the Borrower proves were caused by (A) such Issuing Lender's
willful misconduct or gross negligence in determining whether documents
presented under a Letter of Credit comply with the terms of such Letter of
Credit or (B) such Issuing Lender's willful failure to make lawful payment under
any Letter of Credit after the presentation to it of a draft and certificate
strictly complying with the terms and conditions of such Letter of
Credit.   In furtherance and not in limitation of the foregoing,
an Issuing Lender 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.

     

    (i)                 Cash Collateral
Account.

     

    (i)                      If
the Borrower is required to deposit funds in the Cash Collateral Account
pursuant to the terms hereof, then the Borrower and the Administrative Agent
shall establish the Cash Collateral Account and the Borrower shall execute any
documents and agreements, including the Administrative Agent's standard form
assignment of deposit accounts, that the Administrative Agent requests in
connection therewith to establish the Cash Collateral Account and grant the
Administrative Agent for the benefit of the Issuing Lenders a first priority
security interest in such account and the funds therein and giving the
Administrative Agent "control" over the Cash Collateral Account as such term is
defined in the applicable Uniform  Commercial Code.  The
Borrower hereby pledges to the Administrative Agent and grants the
Administrative Agent a security interest in the Cash Collateral Account,
whenever established, all funds held in the Cash Collateral Account from time to
time, and all proceeds thereof as security for the payment of the Letter of
Credit Obligations.  Except as provided in Section 2.3(i)(ii) below,
the Borrower shall have no access and no rights of withdrawal from the Cash
Collateral Account.


    
      
         


      

      
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    (ii)                     Funds
held in the Cash Collateral Accounts shall be held as cash collateral for
obligations with respect to Letters of Credit.  Such funds shall be
promptly applied by the Administrative Agent at the request of an Issuing Lender
to any reimbursement or other obligations under the applicable Letters of Credit
that exist or occur.  To the extent that any surplus funds are held in
the Cash Collateral Account above the Letter of Credit Exposure or Fronting
Exposure during the existence of an Event of Default the Administrative Agent
may (A) hold such surplus funds in the Cash Collateral Account as cash
collateral for the Obligations or (B) apply such surplus funds to any
Obligations in any manner directed by the Majority Revolving
Lenders.  If no Event of Default exists, the Administrative Agent
shall immediately release to the Borrower at the Borrower's written request (1)
any funds held in the Cash Collateral Account in excess of 103% of the then
existing Letter of Credit Exposure or (ii) any Cash Collateral provided to
reduce Fronting Exposure promptly following the elimination of such applicable
Fronting Exposure (including by any Defaulting Lender ceasing to be a Defaulting
Lender or ceasing to be a Revolving Lender).

     

    (iii)                    The
Administrative Agent shall invest the funds in the Cash Collateral Account in an
interest-bearing account or other investment approved by the
Borrower.  The Administrative Agent shall exercise reasonable care in
the custody and preservation of any funds held in the 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 or in accordance with the Borrower's instructions or as
otherwise approved by the Borrower, 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.

     

    (j)                 Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary of the Borrower, the Borrower shall be obligated to
reimburse each Issuing Lender hereunder for any and all drawings under such
Letter of Credit issued (or deemed issued) hereunder.  The Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of
its Subsidiaries inures to the benefit of the Borrower, and that the Borrower's
business derives substantial benefits from the businesses of such
Subsidiaries.

     

    (k)                 Existing Letters of
Credit.  The Issuing Bank, the Revolving Lenders and the
Borrower agree that effective as of the Closing Date, the Existing Letters of
Credit shall be deemed to have been issued and maintained under, and to be
governed by the terms and conditions of, this Agreement.

     

    2.4           Swingline
Advances.

     

    (a)                 The Swingline
Facility.  On the terms and conditions set forth in this
Agreement, the Swingline Lender may, in its sole and absolute discretion, from
time-to-time on any Business Day from the Closing Date until the last Business
Day occurring before the Revolving Credit Maturity Date, make Swingline Advances
to the Borrower in an aggregate principal amount not to exceed the Swingline
Sublimit at any time, provided that (i) after giving effect to such Swingline
Advance, the Revolving Outstanding Amount shall not exceed the aggregate
Revolving Commitments in effect at such time, (ii) no Swingline Advance may
mature after the Revolving Credit Maturity Date, and (iii) no Swingline Advance
shall be made by the Swingline Lender if the conditions set forth in Section 3.3
have not been met as of the date of such Swingline Advance.  The
Borrower agrees that the giving of the applicable Notice of Borrowing and the
acceptance by the Borrower of the proceeds of such Swingline Advance shall
constitute a representation and warranty by the Borrower that on the date of
such Swingline Advance the conditions set forth in Section 3.3 have been
met.  Immediately upon the making of a Swingline Advance, each
Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swingline Lender a risk participation in such
Swingline Advance in an amount equal to its Applicable Percentage of such
Swingline Advance.


    
      
         


      

      
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    (b)                 Evidence of
Indebtedness.  The indebtedness of the Borrower to the
Swingline Lender resulting from Swingline Advances shall be evidenced as set
forth in Section 2.2.

     

    (c)                 Prepayment.  Within
the limits expressed in this Agreement, amounts advanced pursuant to Section
2.4(a) may from time to time be borrowed, prepaid without penalty, and
reborrowed at the sole and absolute discretion of the Swingline
Lender.  If the amount of aggregate outstanding amount of Swingline
Advances ever exceeds the Swingline Sublimit, the Borrower shall, upon receipt
of written notice of such condition from the Swingline Lender and to the extent
of such excess, prepay to the Swingline Lender outstanding principal of the
Swingline Advances such that such excess is eliminated.

     

    (d)                 Refinancing
of Swingline Advances.

     

    (i)                      The
Swingline Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender
to so request on its behalf), that each Revolving Lender make a Revolving
Advance consisting of Base Rate Advances in an amount equal to such Revolving
Lender's Applicable Percentage of the amount of Swingline Advances then
outstanding.  Such request shall be made in writing (which written
request shall be deemed to be a Notice of Borrowing for purposes hereof),
without regard to the minimum and multiples specified in Section 2.5(c) for the
principal amount of Revolving Borrowings but subject to the unutilized portion
of the Revolving Commitments and the conditions set forth in Section
3.3.  The Swingline Lender shall furnish the Borrower with a copy of
the applicable Notice of Borrowing promptly after delivering such notice to the
Administrative Agent.  Regardless of whether the request for such
Revolving Advance complies with Section 2.5, each Revolving Lender shall make an
amount equal to its Applicable Percentage of the amount specified in such Notice
of Borrowing available to the Administrative Agent in Same Day Funds for the
account of the Swingline Lender at the Administrative Agent's Lending Office not
later than 1:00 p.m. (Houston, Texas, time) on the day specified in such Notice
of Borrowing, whereupon, subject to Section 2.4(d)(iii), each Revolving Lender
that so makes funds available shall be deemed to have made a Revolving Advance
consisting of Base Rate Advances to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Swingline
Lender.

     

    (ii)                     If
for any reason any Swingline Advance cannot be refinanced by such a Revolving
Borrowing in accordance with Section 2.4(d)(i), the applicable Notice of
Borrowing submitted by the Swingline Lender as set forth herein shall be deemed
to be a request by the Swingline Lender that each of the applicable Revolving
Lenders fund its risk participation in the relevant Swingline Advances and each
such Revolving Lender's payment to the Administrative Agent for the account of
the Swingline Lender pursuant to Section 2.4(d)(i) shall be deemed payment in
respect of such participation.

     

    (iii)                    If
any Revolving Lender fails to make available to the Administrative Agent for the
account of the Swingline Lender any amount required to be paid by such Revolving
Lender pursuant to the foregoing provisions of this Section 2.4(d) by the time
specified in Section 2.4(d)(i), the Swingline Lender shall be entitled to
recover from such Revolving Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the Swingline Lender at a rate per annum equal to the applicable Overnight
Rate from time to time in effect.  A certificate of the Swingline
Lender submitted to any Revolving Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


    
      
         


      

      
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    (iv)                    Each
Revolving Lender's obligation to make Revolving Advances or to purchase and fund
risk participations in Swingline Advances pursuant to this Section 2.4(d) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which
such Revolving Lender may have against the Swingline Lender, the Borrower, or
any other Person for any reason whatsoever, (B) the occurrence or continuance of
a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Lender's
obligation to make Advances pursuant to Section 2.4(d)(i) (but not its
obligation to purchase and fund risk participations in Swingline Advances) is
subject to the conditions set forth in Section 3.3.  No such funding
of risk participations shall relieve or otherwise impair the obligation of the
Borrower to repay the Swingline Advances, together with interest as provided
herein.

     

    (e)                 Repayment
of Participations.

     

    (i)                      At
any time after any Revolving Lender has purchased and funded a risk
participation in a Swingline Advance, if the Swingline Lender receives any
payment on account of such Swingline Advance, the Swingline Lender will
distribute to such Revolving Lender its Applicable Percentage of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Revolving Lender's risk participation was funded) in
the same funds as those received by the Swingline Lender.

     

    (ii)                      If
any payment received by the Swingline Lender in respect of principal or interest
on any Swingline Advance is required to be returned by the Swingline Lender
under any of the circumstances described in Section 9.12 (including pursuant to
any settlement entered into by the Swingline Lender in its discretion), each
Revolving Lender shall pay to the Swingline Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned, at a rate per annum
equal to the applicable Overnight Rate.  The Administrative Agent will
make such demand upon the request of the Swingline Lender.  The
obligations of the Revolving Lenders under this clause shall survive the payment
in full of the Obligations and the termination of this Agreement.

     

    (f)                 Interest for Account of
Swingline Lender.  The Swingline Lender shall be responsible
for invoicing the Borrower for interest on the Swingline
Advances.  Until each Lender funds its Revolving Advances or risk
participation pursuant to this Section to refinance such Revolving Lender's
Applicable Percentage of the applicable Swingline Advances, interest in respect
of such Applicable Percentage shall be solely for the account of the Swingline
Lender.

     

    (g)                 Payments Directly to
Swingline Lender.  The Borrower shall make all payments of
principal and interest in respect of the Swingline Advances directly to the
Swingline Lender.

     

    (h)                 Method of
Borrowing.  Except as provided in the clause (c) above, each
request for a Swingline Advance shall be made pursuant to telephone notice to
the Swingline Lender given no later than 1:00 p.m. (Houston, Texas time) on the
date of the proposed Swingline Advance, promptly confirmed by a completed and
executed Notice of Borrowing facsimiled to the Administrative Agent and the
Swingline Lender.  The Swingline Lender will promptly make such
Swingline Advance available to the Borrower at the Borrower's account with the
Administrative Agent.

     

    (i)                 Discretionary Nature of the
Swing Line Facility.  Notwithstanding any terms to the contrary
contained herein, the swingline facility provided herein (A) is an uncommitted
facility and the Swingline Lender may, but shall not be obligated to, make
Swingline Advances, and (ii) may be terminated at any time by the Swingline
Lender upon written notice by the Swingline Lender to the
Borrower.


    
      
         


      

      
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    2.5           Borrowings;
Procedures and Limitations.

     

    (a)                 Notice of
Borrowings.  Each Borrowing shall be made pursuant to a Notice
of Borrowing and given by the Borrower to the Administrative Agent not later
than 12:00 p.m. (Houston, Texas time) on the third Business Day before the date
of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar
Advances, and by the Borrower to the Administrative Agent not later than 11:00
a.m. (Houston, Texas time) on the same day as the date of the proposed Borrowing
in the case of a Borrowing consisting of Base Rate Advances.  The
Administrative Agent shall give each applicable Lender prompt notice on the day
of receipt of timely Notice of Borrowing of such proposed Borrowing by
facsimile.  Each Notice of Borrowing shall be by facsimile specifying
the (i) requested date of such Borrowing (which shall be a Business Day), (ii)
requested Type and Class of Advances comprising such Borrowing, (iii) aggregate
amount of such Borrowing, and (iv) if such Borrowing is to be comprised of
Eurodollar Advances, the Interest Period for such Advances.  In the
case of a proposed Borrowing comprised of Eurodollar Advances, the
Administrative Agent shall promptly notify each applicable Lender of the
applicable interest rate under Section 2.9, as applicable.  Each
Lender shall before 11:00 a.m. (Houston, Texas time) on the date of the proposed
Borrowing in the case of a Borrowing consisting of Eurodollar Advances, and
before 1:00 p.m. (Houston, Texas time) on the date of the proposed Borrowing in
the case of a Borrowing consisting of Base Rate Advances, make available for the
account of its Lending Office to the Administrative Agent at its address
referred to in Section 9.7, or such other location as the Administrative Agent
may specify by notice to the Lenders, in Same Day Funds, such Lender's
Applicable Percentage of such Borrowing.  Promptly upon the
Administrative Agent's receipt of such funds and provided that the applicable
conditions set forth in Article III have been satisfied, the Administrative
Agent will make such funds available to the Borrower at its account with the
Administrative Agent.

     

    (b)                 Conversions and
Continuations.  In order to elect to Convert or Continue
Advances comprising part of the same Borrowing under this
Section,  the Borrower shall deliver an irrevocable Notice of
Conversion or Continuation to the Administrative Agent at the Administrative
Agent's office no later than 2:00 p.m. (Houston, Texas time) (i) at least
one Business Day in advance of the proposed Conversion date in the case of a
Conversion of such Advances to Base Rate Advances, and (ii) at least three
Business Days in advance of the proposed Conversion or Continuation date in the
case of a Conversion to, or a Continuation of, Eurodollar
Advances.  Each such Notice of Conversion or Continuation shall be in
writing or facsimile, specifying (A) the requested Conversion or
Continuation date (which shall be a Business Day), (B) the Borrowing
amount, Class and Type of the Advances to be Converted or Continued,
(C) whether a Conversion or Continuation is requested, and if a Conversion,
into what Type of Advances, and (D) in the case of a Conversion to, or a
Continuation of, Eurodollar Advances, the requested Interest
Period.  Promptly after receipt of a Notice of Conversion or
Continuation under this paragraph, the Administrative Agent shall provide each
applicable Lender with a copy thereof and, in the case of a Conversion to or a
Continuation of Eurodollar Advances, notify each applicable Lender of the
applicable interest rate under Section 2.9 as applicable.  For
purposes other than the conditions set forth in Section 3.3, the portion of
Advances comprising part of the same Borrowing that are Converted to Advances of
another Type shall constitute a new Borrowing.

     

    (c)                 Certain
Limitations.  Notwithstanding anything in paragraphs (a)
and (b) above:

     

    (i)                      Each
Revolving Borrowing shall be in an aggregate amount not less than $3,000,000 and
in integral multiples of $1,000,000 in excess thereof in case of Eurodollar
Advances and in an aggregate amount not less than $500,000 and in integral
multiples of $100,000 in excess thereof in case of Base Rate
Advances.


    
      
         


      

      
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    (ii)                     Each
Term Borrowing shall be in an aggregate amount not less than $50,000,000 and in
integral multiples of $1,000,000 in excess thereof.

     

    (iii)                    Each
Borrowing shall (A) consist of Advances of the same Type and Class made,
Converted or continued on the same day by the Lenders according to their
Applicable Percentage, and (B) denominated only in Dollars.

     

    (iv)                    At
no time shall there be more than eight Interest Periods applicable to
outstanding Eurodollar Advances.

     

    (v)                    The
Borrower may not select Eurodollar Advances for any Borrowing to be made,
Converted or Continued if an Event of Default has occurred and is
continuing.

     

    (vi)                    If
any Lender shall, at least one Business Day prior to the requested date of any
Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and
the Borrower that the introduction of or any change in or in the interpretation
of any Legal Requirement makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful, for such Lender or its
Lending Office to perform its obligations under this Agreement to make
Eurodollar Advances or to fund or maintain Eurodollar Advances, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or take deposits of, Dollars in the applicable
interbank market, then (1) such Lender's Applicable Percentage of the amount of
such Borrowing shall be made as a Base Rate Advance of such Lender, (2) such
Base Rate Advance shall be considered part of the same Borrowing and interest on
such Base Rate Advance shall be due and payable at the same time that interest
on the Eurodollar Advances comprising the remainder of such Borrowing shall be
due and payable, and (3) any obligation of such Lender to make, Continue, or
Convert to, Eurodollar Advances, including in connection with such requested
Borrowing, shall be suspended until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination
no longer exist.

     

    (vii)                   If
the Administrative Agent is unable to determine the Eurodollar Rate for
Eurodollar Advances comprising any requested Borrowing, the right of the
Borrower to select Eurodollar Advances for such Borrowing or for any subsequent
Borrowing shall be suspended until the Administrative Agent shall notify the
Borrower and the applicable Lenders that the circumstances causing such
suspension no longer exist, and each Advance comprising such Borrowing shall be
made as a Base Rate Advance.

     

    (viii)                  If
the Majority Lenders shall, at least one Business Day before the date of any
requested Borrowing, notify the Administrative Agent that (A) the Eurodollar
Rate for Eurodollar Advances comprising such Borrowing will not adequately
reflect the cost to such Lenders of making or funding their respective
Eurodollar Advances, as the case may be, for such Borrowing, or (B) deposits are
not being offered to banks in the applicable offshore interbank market for
Dollars for the applicable amount and Interest Period of such Eurodollar
Advance, then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders and the right of the Borrower to select Eurodollar Advances for
such Borrowing or for any subsequent Borrowing shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist, and each Advance
comprising such Borrowing shall be made as a Base Rate Advance.


    
      
         


      

      
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    (ix)                     If
the Borrower shall fail to select the duration or Continuation of any Interest
Period for any Eurodollar Advance in accordance with the provisions contained in
the definition of "Interest Period" in Section 1.1 and paragraph (a) or (b)
above, the Administrative Agent will forthwith so notify the Borrower and the
applicable Lenders and such affected Advances will be made available to the
Borrower on the date of such Borrowing as Eurodollar Advances with a one month
Interest Period or, if such affected Advances are existing Advances, will be
Converted into Base Rate Advances at the end of Interest Period then in
effect.

     

    (x)                      Swingline
Advances may not be Converted or Continued.

     

    (d)                 Notices
Irrevocable.  Each Notice of Borrowing and Notice of Conversion
or Continuation shall be irrevocable and binding on the Borrower.

     

    (e)                 Lender Obligations
Several.  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, to make its Advance on the date of such
Borrowing.  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.

     

    (f)                 Funding by Lenders;
Administrative Agent' Reliance.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Advances, or prior to the time of any Borrowing of Base
Rate Advances, that such Lender will not make available to the Administrative
Agent such Lender's share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available in accordance with and at the
time required in Section 2.5 and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in Same Day Funds with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date
of payment to the Administrative Agent, at (A) in the case of a payment to be
made by such Lender, the Overnight Rate and (B) in the case of a payment to be
made by the Borrower, the interest rate applicable to the requested
Borrowing.  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.  If such Lender pays
its share of the applicable Borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lender's Advance included in such
Borrowing.  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.  A notice of the
Administrative Agent to any Lender or Borrower with respect to any amount owing
under this subsection (f) shall be conclusive, absent manifest
error.

     

    2.6           Prepayments.  No
Borrower shall have any right to prepay any principal amount of any Advance
except as provided in this Section 2.6.

     

    (a)                 Optional.  The
Borrower may elect to prepay any Borrowing, in whole or in part, without penalty
or premium except as set forth in Section 2.11 and after giving by
2:00 p.m. (Houston, Texas time) (i) in the case of Eurodollar
Advances, at least three Business Days' or (ii) in case of Base Rate
Advances, one Business Day's prior written notice to the Administrative Agent
stating the proposed date and aggregate principal amount of such
prepayment.  If any such notice is given, the Borrower shall prepay
Advances comprising part of the same Borrowing in whole or ratably in part in an
aggregate principal amount equal to the amount specified in such notice,
together with accrued interest to the date of such prepayment on the principal
amount prepaid in case of Base Rate Advances and amounts, if any, required
to be paid pursuant to Section 2.11 as a result of such prepayment being made on
such date; provided that each optional partial prepayment of a Borrowing shall
be in a minimum amount not less than $3,000,000 and in multiple integrals of
$1,000,000 in excess thereof in case of Eurodollar Advances and in an aggregate
amount not less than $500,000 and in integral multiples of $100,000 in excess
thereof in case of Base Rate Advances.  Each prepayment of the
outstanding Term Advances pursuant to this Section 2.6(a) shall be applied to
the principal repayment installments thereof in the inverse order of maturity,
and each such prepayment shall be applied to the Advances of the Lenders in
accordance with their respective Applicable Percentages in respect of each of
the relevant Facilities.

     

    
      
         


      

      
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    (b)                 Mandatory.

     

    (i)                      On
any date that the Revolving Outstanding Amount exceeds the aggregate amount of
Revolving Commitments, the Borrower shall, within one Business Day, to the
extent of such excess, first prepay to the Swingline Lender the outstanding
principal amount of the Swingline Advances, second, prepay to the Revolving
Lenders on a pro rata basis the outstanding principal amount of the Revolving
Advances and third, make deposits into the Cash Collateral Account to provide
cash collateral in the amount of such excess for the Letter of Credit
Exposure.

     

    (ii)                      If
a Revolving Facility Increase is effected as permitted under Section 2.1(d)(i),
the Borrower shall prepay any Revolving Advances outstanding on such Increase
Date to the extent necessary to keep the outstanding Revolving Advances ratable
to reflect the revised Applicable Percentages arising from such Revolving
Facility Increase.  Any prepayment made by Borrower in accordance with
this clause (b)(ii) may be made with the proceeds of Revolving Advances made by
all the Revolving Lenders in connection the Revolving Facility Increase
occurring simultaneously with the prepayment.

     

    (iii)                     If
within 60 days of the making of a Term Borrowing the Administrative Agent shall
not have received a certificate from a Responsible Officer of the Borrower to
the effect that simultaneously with, or within 60 days of, the making of such
Term Borrowing either (i) the obligations of the Acquired Company under the
Acquired Company Debt Instruments shall have been reduced or (ii) a Credit Party
shall have not otherwise been reimbursed for amounts previously paid by such
Credit Party to reduce the obligations described in clause (i) of this Section
2(b)(iii), in each case on a dollar-for-dollar basis, then the Borrower shall
immediately prepay such Term Advances.

     

    (c)                 Interest;
Costs.  Each prepayment pursuant to this Section 2.6 shall be
accompanied by accrued interest on the amount prepaid to the date of such
prepayment and amounts, if any, required to be paid pursuant to Section 2.11 as
a result of such prepayment being made on such date.

     

    2.7           Repayment.

     

    (a)                 Revolving
Advances.  The Borrower hereby unconditionally promises to pay
to the Administrative Agent for the account of and ratable benefit of each
Revolving Lender the aggregate outstanding principal amount of all Revolving
Advances on the Revolving Credit Maturity Date.

     

    (b)                 Term
Advances.  The Borrower hereby unconditionally promises to pay
to the Administrative Agent for the account of and ratably benefit of each Term
Lender the aggregate outstanding principal amount of all Term Advances as
follows:  (i) on each of September 16, 2013 and September 16, 2014, a
principal amount equal to 15% of the aggregate principal amount of the Term
Advances made on or before the Term Loan Facility Commitment Termination Date,
and (ii) on the Term Loan Maturity Date, an amount equal to the aggregate
principal amount of all Term Advances outstanding on such date

     

    
      
         


      

      
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    (c)                 Swingline
Advances.  The Borrower hereby unconditionally promises to pay
to the Swingline Lender (i) the aggregate outstanding principal amount of all
Swingline Advances on each Swingline Payment Date, and (ii) the aggregate
outstanding principal amount of all Swingline Advances outstanding on the
Revolving Credit Maturity Date.

     

    2.8           Fees.

     

    (a)                 Commitment
Fees.  The Borrower agrees to pay to the Administrative Agent
for the account of each Revolving Lender (subject to Section 2.16(a)(iii)) a
Commitment Fee on the average daily amount by which such Revolving Lender's
Revolving Commitment exceeds such Revolving Lender's outstanding Revolving
Advances plus such Lender's Applicable Percentage of the Letter of Credit
Exposure at the per annum rate equal to the Applicable Margin for Commitment
Fees for such period.  The Commitment Fee is due quarterly in arrears
on March 31, June 30, September 30, and December 31 of each year commencing on
September 30, 2010, and on the Revolving Credit Maturity Date.  For
purposes of this Section 2.8(a) only, amounts advanced as Swingline Advances
shall not reduce the amount of the unused Revolving Commitment.

     

    (b)                 Fees for Letters of
Credit.  The Borrower agrees to pay the following (subject to
Section 2.16(a)(iii)): (i) to the Administrative Agent for the pro rata benefit
of the Revolving Lenders a per annum letter of credit fee for each Letter of
Credit issued hereunder in an amount equal to the Applicable Margin for
Revolving Borrowings consisting of Eurodollar Advances on the face amount of
such Letter of Credit for the period such Letter of Credit is outstanding, which
fee shall be due and payable quarterly in arrears on March 31, June 30,
September 30, and December 31 of each year, and on the Revolving Credit Maturity
Date; provided, however, that any letter of credit fees otherwise payable for
the account of a Defaulting Lender with respect to any Letter of Credit shall be
payable, to the maximum extent permitted by applicable law, to the other
Revolving Lenders in accordance with the upward adjustments in their respective
Applicable Percentage allocable to such Letter of Credit pursuant to Section
2.16(a)(iv), with the balance of such fee, if any, being retained by the
Borrower for its own account or, to the extent any Fronting Exposure shall then
be outstanding, being payable to the applicable Issuing Lender for its own
account to the extent such fee relates to the amount of such Fronting Exposure;
(ii) to the applicable Issuing Lender, a fronting fee for each Letter of Credit
equal to the greater of (A) 0.125% per annum on the face amount of such Letter
of Credit (and in the case of an increase, on the amount of such increase) and
(B) $600.00, which fee shall be due and payable annually in advance on the date
of the issuance or increase of each Letter of Credit and on the earlier of each
annual anniversary thereafter or the Revolving Credit Maturity Date; and (iii)
to the applicable Issuing Lender such other usual and customary fees associated
with any transfers, amendments, drawings, negotiations or reissuances of any
Letter of Credit, which fees shall be due and payable as requested by such
Issuing Lender in accordance with such Issuing Lender's then current fee
policy.  The Borrower shall have no right to any refund of letter of
credit fees previously paid by the Borrower, including any refund claimed
because the Borrower cancels any Letter of Credit prior to its expiration
date.

     

    (c)                 Ticking
Fees.  The Borrower agrees to pay to the Administrative Agent
for the account of each Term Lender (subject to Section 2.16(a)(iii)) a ticking
fee on the average daily amount by which such Term Lender's Term Commitment
exceeds such Term Lender's outstanding Term Advances at the per annum rate equal
to 0.45%.  The Commitment Fee is due quarterly in arrears on March 31,
June 30, September 30, and December 31 of each year commencing on September 30,
2010, and on the Term Loan Facility Commitment Termination Date.

     

    
      
         


      

      
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    (d)                 Other
Fees.  The Borrower agrees to pay the fees to the
Administrative Agent and the Arrangers as set forth in the Fee
Letter.

     

    (e)                 Generally.  All
such fees shall be paid on the dates due, in immediately available Dollars to
the Administrative Agent for distribution, if and as appropriate, among the
Lenders, except that the fees payable pursuant to Section 2.6(b)(ii) and (iii)
shall be paid directly to the applicable Issuing Lender.  Once paid,
absent manifest error, none of these fees shall be refundable under any
circumstances.

     

    2.9           Interest.

     

    (a)                 Revolving
Credit Facility.

     

    (i)                   
  Base Rate
Advances.  Subject to the provisions of clause (c) below, each
Revolving Borrowing consisting of Base Rate Advances shall bear interest at the
Adjusted Base Rate in effect from time to time plus the Applicable Margin for
Base Rate Advances under the Revolving Credit Facility for such
period.  The Borrower shall pay to Administrative Agent for the
ratable benefit of each Revolving Lender all accrued but unpaid interest on such
Revolving Lender's Base Rate Advances on each March 31, June 30, September 30,
and December 31 commencing on September 30, 2010, and on the Revolving Credit
Maturity Date.

     

    (ii)                      Eurodollar
Advances.  Subject to the provisions of clause (c) below, each
Revolving Borrowing consisting of Eurodollar Advances shall bear interest during
its Interest Period equal to at all times the Eurodollar Rate for such Interest
Period plus the Applicable Margin for Eurodollar Advances under the Revolving
Credit Facility for such period.  The Borrower shall pay to the
Administrative Agent for the ratable benefit of each Revolving Lender all
accrued but unpaid interest on each of such Revolving Lender's Eurodollar
Advances on the last day of the Interest Period therefor (provided that for
Eurodollar Advances with six month Interest Periods, accrued but unpaid interest
shall also be due on the day three months from the first day of such Interest
Period), on the date any Eurodollar Advance is repaid in full, and on the
Revolving Credit Maturity Date.

     

    (b)                 Term Loan
Facility.

     

    (i)                     
Base Rate
Advances.  Subject to the provisions of clause (d) below, each
Term Borrowing consisting of Base Rate Advances shall bear interest at the
Adjusted Base Rate in effect from time to time plus the Applicable Margin for
Base Rate Advances under the Term Loan Facility for such period.  The
Borrower shall pay to Administrative Agent for the ratable benefit of each Term
Lender all accrued but unpaid interest on such Term Lender's Base Rate Advances
on each March 31, June 30, September 30, and December 31 commencing on September
30, 2010, and on the Term Loan Maturity Date.

     

    (ii)                      Eurodollar
Advances.  Subject to the provisions of clause (d) below, each
Term Borrowing consisting of Eurodollar Advances shall bear interest during its
Interest Period equal to at all times the Eurodollar Rate for such Interest
Period plus the Applicable Margin for Eurodollar Advances under the Term Loan
Facility for such period.  The Borrower shall pay to the
Administrative Agent for the ratable benefit of each Term Lender all accrued but
unpaid interest on each of such Term Lender's Eurodollar Advances on the last
day of the Interest Period therefor (provided that for Eurodollar Advances with
six month Interest Periods, accrued but unpaid interest shall also be due on the
day three months from the first day of such Interest Period), on the date any
Eurodollar Advance is repaid in full, and on the Term Loan Maturity
Date.

     

    
      
         


      

      
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    (c)                 Swingline
Advances.  Subject to the provisions of clause (d) below, at
the Borrower's option, Swingline Advances shall bear interest at either (i) the
Adjusted Base Rate in effect from time to time plus the Applicable Margin for
Base Rate Advances under the Revolving Credit Facility or (ii) the Eurodollar
Rate in effect from time to time (or if any such day is not a Business Day, the
immediately preceding Business Day) for a deposit in Dollars with a maturity of
one month plus the Applicable Margin for Eurodollar Advances under the Revolving
Credit Facility.  The Borrower shall pay to the Swingline Lender for
its own account subject to Section 2.4(f) all accrued but unpaid interest on
each Swingline Advance on each Swingline Payment Date, on the date any Swingline
Advance is repaid (or refinanced) in full, and on the Revolving Credit Maturity
Date.

     

    (d)                 Default
Interest.  If, at any time, (i) any principal of or interest on
any Advance or any fee, reimbursement of a drawing under a Letter of Credit or
other amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, (ii) any Event of Default under
Section 7.1(f) occurs and is continuing or (iii) any Event of Default is
continuing (except as set forth in clauses (i) and (ii) above) upon the request
of the Majority Revolving Lenders or the Majority Term Lenders, as the case may
be, then the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Legal Requirements.  Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable
upon demand.

     

    2.10         Illegality.  If
any Lender shall notify the Borrower that the introduction of or any change in
or in the interpretation of any law or regulation makes it unlawful, or that any
central bank or other governmental authority asserts that it is unlawful, for
such Lender or its Lending Office to perform its obligations under this
Agreement to make, maintain, or fund any Eurodollar Advances of such Lender then
outstanding hereunder, (a) the Borrower shall, no later than 11:00 a.m.
(Houston, Texas, time) (i) if not prohibited by law, on the last day of the
Interest Period for each outstanding Eurodollar Advance, or (ii) if
required by such notice, on the second Business Day following its receipt of
such notice, prepay all of the Eurodollar Advances of such Lender then
outstanding, together with accrued interest on the principal amount prepaid to
the date of such prepayment and amounts, if any, required to be paid pursuant to
Section 2.11 as a result of such prepayment being made on such date,
(b) such Lender shall simultaneously make a Base Rate Advance to the
Borrower on such date in an amount equal to the aggregate principal amount of
the Eurodollar Advances prepaid to such Lender, and (c) the right of the
Borrower to select Eurodollar Advances from such Lender for any subsequent
Borrowing shall be suspended until such Lender shall notify the Borrower that
the circumstances causing such suspension no longer exist.

     

    2.11         Breakage
Costs.

     

    (a)                 Funding
Losses.  In the case of any Borrowing which the related Notice
of Borrowing specifies is to be comprised of Eurodollar Advances, the Borrower
hereby indemnifies each Lender against any loss, out-of-pocket 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, without limitation, any loss
(excluding any loss of anticipated profits), cost, or expense incurred by reason
of the liquidation or redeployment of deposits or other funds acquired by such
Lender to fund the Eurodollar Advance to be made by such Lender as part of such
Borrowing when such Eurodollar Advance as a result of such failure, is not made
on such date.

     

    
      
         


      

      
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    (b)                 Prepayment
Losses.  If (i) any payment of principal of any Eurodollar
Advance is made other than on the last day of the Interest Period for such
Advance as a result of any prepayment, payment pursuant to Section 2.6, the
acceleration of the maturity of the Obligations, or for any other reason,
(ii) the Borrower fails to make a principal or interest payment with
respect to any Eurodollar Advance on the date such payment is due and payable,
or (iii) any failure by the Borrower to make payment of any Advance or
reimbursement of drawing under any Letter of Credit (or interest due thereon) on
its scheduled due date; the Borrower shall, within 10 days of any written demand
sent by the Administrative Agent on behalf of a Lender to the Borrower, pay to
the Administrative Agent for the benefit of such Lender any amounts determined
in good faith by such Lender to be required to compensate such Lender for any
additional losses, out-of-pocket costs, or expenses which it may reasonably
incur as a result of such payment or nonpayment, including, without limitation,
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
any Lender to fund or maintain such Advance.

     

    (c)                 Assignment
Losses.  If any assignment of any Eurodollar Advance is made
other than on the last day of the Interest Period for such Loan as a result of a
request by the Borrower pursuant to clause (c) of Section 2.16, the Borrower
shall, within three (3) Business Days of any written demand sent by the
Administrative Agent on behalf of the Lender that is the assignee thereof to the
Borrower, pay to the Administrative Agent for the benefit of such Lender any
amounts determined by such Lender to be required to compensate such Lender for
any additional losses, out-of-pocket costs, or expenses (other than any
anticipated lost profits) which it may reasonably incur as a result of such
assignment, including, without limitation, any such loss, 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 Loan.

     

    (d)                 Certificate.  A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section 2.11 shall be delivered to the
Borrower and the Administrative Agent and shall be conclusive absent manifest
error.

     

    2.12        
Increased
Costs.

     

    (a)                 Increased Costs
Generally.  If any Change in Law shall:

     

    (i)                      
impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement contemplated by Section 2.12(e)) or any Issuing
Lender;

     

    (ii)                      subject
any Lender or Issuing Lender to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit,
any Eurodollar Advance made by it, or change the basis of taxation of payments
to such Lender or Issuing Lender in respect thereof (except for Indemnified
Taxes or Other Taxes covered by Section 2.14 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Lender or Issuing
Lender); or

     

    (iii)                     impose
on any Lender or Issuing Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Advances made
by such Lender or any Letter of Credit or participation therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Advance (or of maintaining its obligation
to make or accept and purchase any such Advance), or to increase the cost to
such Lender or Issuing Lender of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or Issuing Lender hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender or Issuing Lender, the
Borrower will pay to such Lender or Issuing Lender, such additional amount or
amounts as will compensate such Lender or Issuing Lender, as the case may be,
for such additional costs incurred or reduction suffered.

     

    
      
         


      

      
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    (b)                 Capital
Adequacy.  If any Lender or Issuing Lender determines that any
Change in Law affecting such Lender or Issuing Lender or any lending office of
such Lender or such Lender's or Issuing Lender's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or Issuing Lender's capital or on the capital of such
Lender's or Issuing Lender's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Advances made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by such Issuing Lender, to a level below that which such Lender or
Issuing Lender or such Lender's or Issuing Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
Issuing Lender's policies and the policies of such Lender's or Issuing Lender's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or Issuing Lender, such additional amount or
amounts as will compensate such Lender or Issuing Lender or such Lender's or
Issuing Lender's holding company for any such reduction suffered.

     

    (c)                 Certificates for
Reimbursement.  A certificate of a Lender or Issuing Lender
setting forth the amount or amounts necessary to compensate such Lender or
Issuing Lender or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this Section and delivered to the Borrower
shall be conclusive absent manifest error.  The Borrower shall pay
such Lender or Issuing Lender, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof.

     

    (d)                 Delay in
Requests.  Failure or delay on the part of any Lender or
Issuing Lender to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or Issuing Lender's right to demand such
compensation; provided that Borrower shall not be required to compensate a
Lender or an Issuing Lender pursuant to this Section for any reserve, tax, lost
compensation, increased costs or reductions suffered or incurred more than 180
days prior to the date that such Lender or the Issuing Lender, as the case may
be, notifies Borrower of the cause giving rise to such reserve, tax, lost
compensation, increased costs or reductions and of such lender’s or the Issuing
Lender’s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
180 day period referred to above shall be extended to include the period of
retroactive effect thereof).

     

    (e)                 Additional Reserve
Requirement.  The Borrower shall pay to each Lender Party, (i)
as long as such Lender Party shall be required to maintain reserves with respect
to liabilities or assets consisting of or including Eurodollar funds or deposits
(currently known as Eurocurrency Liabilities), additional interest on the unpaid
principal amount of each Eurodollar Advance equal to the actual costs of such
reserves allocated to such Advance by such Lender Party (as determined by such
Lender Party in good faith, which determination shall be conclusive in the
absence of manifest error), and (ii) as long as such Lender Party shall be
required to comply with any reserve ratio requirement or analogous requirement
of any other central banking or financial regulatory authority imposed in
respect of the maintenance of the Commitments or the funding of the Eurodollar
Advances, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such Commitments or Advances by such Lender Party (as
determined by such Lender Party in good faith, which determination shall be
conclusive in the absence of manifest error), which in each case, shall be due
and payable on each date on which interest is payable on such
Advance.

     

    
      
         


      

      
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    2.13           Payments
and Computations.

     

    (a)                 Payments.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.   Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed in Dollars and in Same Day
Funds.  Subject to Section 2.5(c), each payment of any Advance
pursuant to this Section or any other provision of this Agreement shall be made
in a manner such that all Advances comprising part of the same Borrowing are
paid in whole or ratably in part.

     

    (b)                 Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the applicable Lenders or Issuing Lender hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the applicable Issuing Lender, as
the case may be, the amount due.  In such event, if the Borrower has
not in fact made such payment, then each of the applicable Lenders or Issuing
Lender, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing
Lender, in Same Day Funds with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the Overnight Rate.  A notice of the
Administrative Agent to any Lender or Borrower with respect to any amount owing
under this subsection (b) shall be conclusive, absent manifest
error.

     

    (c)                 Payment Procedures.
The Borrower shall make each payment of any amount under this Agreement and
under any other Credit Document prior to the time expressly required hereunder
(or, if no such time is expressly required, not later than
11:00 a.m. (Houston, Texas time)) on the day when due to the Administrative
Agent at the Administrative Agent's address (or such other location as the
Administrative Agent shall designate in writing to the Borrower) in Same Day
Funds; provided however that payments specified to be made directly to an
Issuing Lender or any other Person, including amounts payable solely to any
specific Lender Party pursuant to Sections 2.3, 2.4, 2.8, 2.9, 2.10, 2.11, 2.12,
2.14, and 9.1 but after taking into account payments effected pursuant to
Section 2.13(f), shall be made directly to the Persons entitled
thereto.  Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments due under this Agreement be
made in the United States.  The Administrative Agent will promptly
thereafter, and in any event prior to the close of business on the day any
timely payment is made, cause to be distributed like funds relating to the
payment of principal, interest or fees ratably in accordance with each Lender's
Applicable Percentage to the Lenders for the account of their respective Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Lending Office, in each case to
be applied in accordance with the terms of this Agreement.  Upon
receipt of other amounts due solely to the Administrative Agent, Issuing Lender,
Swingline Lender, or a specific Lender, the Administrative Agent shall
distribute such amounts to the appropriate party to be applied in accordance
with the terms of this Agreement.

     

    (d)                 Non-Business Day
Payments.  Whenever any payment 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 fees, as the case may be; provided that if
such extension would cause payment of interest on or principal of Eurodollar
Advances to be made in the next following calendar month, such payment shall be
made on the next preceding Business Day.

     

    
      
         


      

      
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    (e)                 Computations.  All
computations of interest based on the Prime Rate shall be made by the
Administrative Agent on the basis of a year of 365/366 days and on the basis of
a year of 360 days for all other interest and fees, 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 fees are payable.  Each
determination by the Administrative Agent of an amount of interest or fees shall
be conclusive and binding for all purposes, absent manifest error.

     

    (f)                 Sharing of Payments,
Etc.  Each Lender agrees that if it shall, through the exercise
of a right of banker's lien, setoff, counterclaim or otherwise against the
Borrower or any other Credit Party, obtain payment (voluntary or involuntary) in
respect of any Advance or the participations in the Letter of Credit Obligations
or in the Swingline Advances held by it, as a result of which the unpaid portion
of its Advances shall be proportionately less than the unpaid portion of the
Advances or the participations in the Letter of Credit Obligations or in the
Swingline Advances held by any other Lender, it shall be deemed simultaneously
to have purchased from such other Lender at face value, and shall promptly pay
to such other Lender the purchase price for, a participation in the Advances,
the participations in the Letter of Credit Obligations and in the Swingline
Advances held by it of such other Lender, so that the aggregate unpaid amount of
the Advances and participations in Advances, Letter of Credit Obligations and
Swingline Advances held by each Lender shall be in the same proportion to the
aggregate unpaid amount of all Advances, Letter of Credit Obligations and
Swingline Advances then outstanding as the amount of its Advances, and
participations in Letter of Credit Obligations and Swingline Advances prior to
such exercise of banker's lien, setoff or counterclaim or other event was to the
amount of all Advances and participations in Letter of Credit Obligations and
Swingline Advances, outstanding prior to such exercise of banker's lien, setoff
or counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.13 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without
interest.  The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.

     

    2.14         Taxes.

     

    (a)                 Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrower or any Guarantor hereunder or under any other Credit Document
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if any Credit Party shall be
required by any Legal Requirement to deduct any Indemnified Taxes (including any
Other Taxes) from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the applicable Lender
Party 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 timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable Legal Requirements.

     

    (b)                 Payment of Other Taxes by
the Borrower.  Without limiting the provisions of the terms set
forth in this Section above, the Borrower shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable Legal
Requirements.

     

    
      
         


      

      
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    (c)                 Indemnification by the
Borrower.  The Borrower shall, and does hereby, indemnify each
Lender Party, in any case, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by a Lender Party and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, except as a result of the
gross negligence or willful misconduct of such Lender Party, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority.  A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender Party
(with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender Party, shall be conclusive absent manifest
error.

     

    (d)                 Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of any available receipt issued by such Governmental Authority
evidencing such payment, a copy of the return (if any) reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative
Agent.

     

    (e)                 Status of
Lenders.

     

    (i)                      
Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
resident for tax purposes, or any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Credit Document shall
deliver to the Borrower (with a copy to the Administrative Agent), prior to the
Closing Date (or upon becoming a Lender by assignment or participation) and at
any time or times prescribed by applicable Legal Requirements or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable Legal Requirements as will
permit such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable Legal Requirements or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.

     

    (ii)                      Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is
applicable:

     

    2.14.1   duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a
party,

     

    2.14.2   duly
completed copies of Internal Revenue Service Form W-8ECI,

     

    2.14.3   in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a "bank" within the meaning of
section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower
within the meaning of section 881(c)(3)(B) of the Code, or (C) a "controlled
foreign corporation" described in section 881(c)(3)(C) of the Code and (y) duly
completed copies of Internal Revenue Service Form W-8BEN, or

     

    
      
         


      

      
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    2.14.4    any
other form prescribed by applicable Legal Requirements as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower to determine the withholding or deduction
required to be made.

     

    (iii)                      Without
limiting the obligations of the Lenders set forth above regarding delivery of
certain forms and documents to establish each Lender's status for U.S.
withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Borrower, as the Administrative Agent or the
Borrower shall reasonably request, on or prior to the Closing Date, and in a
timely fashion thereafter, such other documents and forms required by any
relevant taxing authorities under any Legal Requirement of any other
jurisdiction, duly executed and completed by such Lender, as are required under
such Legal Requirements to confirm such Lender's entitlement to any available
exemption from, or reduction of, applicable withholding taxes in respect of all
payments to be made to such Lender outside of the U.S. by the Borrower pursuant
to this Agreement or otherwise to establish such Lender's status for withholding
tax purposes in such other jurisdiction.

     

    (iv)                      Each
Lender shall promptly (A) notify the Administrative Agent of any change in
circumstances which would modify or render invalid any such  claimed
exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Legal Requirements of any such jurisdiction
that the Borrower make any deduction or withholding for taxes from amounts
payable to such Lender.  Additionally, the Borrower shall promptly
deliver to the Administrative Agent or any Lender, as the Administrative Agent
or such Lender shall reasonably request, on or prior to the Closing Date, and in
a timely fashion thereafter, such documents and forms required by any relevant
taxing authorities under the Laws of any jurisdiction, duly executed and
completed by the Borrower, as are required to be furnished by such Lender or the
Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Credit Documents, with respect to such
jurisdiction.

     

    (f)                 Treatment of Certain
Refunds.  If any Lender Party determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section,  it
shall pay to the Borrower an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by the Borrower under
this Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of such Lender Party and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund), provided that the Borrower, upon the request of
such Lender Party, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Lender Party in the event such Lender Party is required to
repay such refund to such Governmental Authority.  This subsection
shall not be construed to require any Lender Party to make available its tax
returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.

     

    
      
        
        

      

      
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    2.15           Mitigation
Obligations; Replacement of Lenders.

     

    (a)                 Designation of Different
Lending Office.  If any Lender requests compensation under
Section 2.12, or requires the Borrower to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.14, or suspends its obligation to Continue, or Convert Advances into,
Eurodollar Advances pursuant to Section 2.5(c)(iv) or Section 2.10, then such
Lender (an "Affected Lender") shall use reasonable efforts to designate a
different lending office for funding or booking its Credit Extensions hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the reasonable judgment of such Affected Lender,
such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.12 or 2.14, as the case may be, in the future
or if applicable, would avoid the effect of Section 2.5(c)(iv) or Section 2.10,
and (ii) would not subject such Affected Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Affected
Lender.  The Borrower hereby agrees to pay all costs and expenses
incurred by any Lender in connection with any such designation or
assignment.

     

    (b)                 Further,
provided that no Event of Default has occurred and is continuing, in the event
that any Lender (i) is an Affected Lender, or (ii) becomes a Defaulting Lender,
then Borrower shall have the right, at its sole cost and expense, to replace the
Affected Lender or Defaulting Lender, as applicable, with one or more Eligible
Assignees not later than 30 Business Days after notice to the Administrative
Agent and the Affected Lender or Defaulting Lender, as applicable, designating
the Eligible Assignee or Assignees and the percentage interest in the Affected
Lender's or Defaulting Lender's, as applicable, interest to be assigned to each
Eligible Assignee or Assignees; provided, however that with respect to any
Affected Lender or Defaulting Lender, as applicable, such assignment will result
in a reduction in the requested compensation or payments.  The
Affected Lender or Defaulting Lender, as applicable, and the designated Eligible
Assignee or Assignees shall enter into an Assignment and Acceptance and
otherwise conclude such assignment in accordance with the provisions of Section
9.5(a) (with the Borrower or the Eligible Assignee paying any applicable
processing and recordation fee), and each Eligible Assignee shall remit to the
Affected Lender or Defaulting Lender, as applicable, in immediately available
funds, an amount equal to the product of (A) the percentage interest of the
Affected Lender's or Defaulting Lender's, as applicable, interest being assigned
and (B) the outstanding principal, accrued interest, fees and other Obligations
owed by the Borrower to the Affected Lender or Defaulting Lender, as applicable,
hereunder.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver or consent by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation have ceased to apply.

     

    2.16         Defaulting
Lenders.

     

    (a)                 Adjustments.  Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable law:

     

    (i)                      Waivers and
Amendments.  Such Defaulting Lender's right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement or
any other Credit Document shall be restricted as set forth in Section
9.2.

     

    (ii)                      Reallocation of
Payments.  Any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.6 or
2.7, or otherwise, and including any amounts made available to the
Administrative Agent by such Defaulting Lender pursuant to
Section 7.5), shall be applied at such
time or times as may be determined by the Administrative Agent as
follows:

     

    
      
         


      

      
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    2.16.1    first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent
hereunder;

     

    2.16.2    second, to the payment on a
pro rata basis of any amounts owing by such Defaulting Lender to an Issuing
Lender hereunder;

     

    2.16.3    third, if so determined by
the Administrative Agent or requested by an Issuing Lender, to be held as Cash
Collateral for future funding obligations of such Defaulting Lender of any
participation in any Letter of Credit;

     

    2.16.4    fourth, as the Borrower may
request (so long as no Default or Event of Default exists), to the funding of
any Advance in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the
Administrative Agent;

     

    2.16.5    fifth, if so determined by
the Administrative Agent and the Borrower, to be held in a non-interest bearing
deposit account and released in order to satisfy obligations of such Defaulting
Lender to fund Advances under this Agreement;

     

    2.16.6    sixth, to the payment of any
amounts owing to the Lenders or an Issuing Lender as a result of any judgment of
a court of competent jurisdiction obtained by any Lender or an Issuing Lender
against such Defaulting Lender as a result of such Defaulting Lender's breach of
its obligations under this Agreement;

     

    2.16.7    seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the
Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender's breach of its obligations under this Agreement;
and

     

    2.16.8    eighth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Advances in
respect of which that Defaulting Lender has not fully funded its appropriate
share and (y) in the case of such Advances, such Advances were made at a time
when the conditions set forth in Section 3.3 were satisfied or waived, such
payment shall be applied solely to pay the Advances of all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any
Advances of such Defaulting Lender.

     

    Any
payments, prepayments or other amounts paid or payable to any Defaulting Lender
that are applied (or held) to pay amounts owed by such Defaulting Lender or to
post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid
to and redirected by such Defaulting Lender, and each Lender irrevocably
consents to the foregoing.

     

    (iii)                      Certain
Fees.  Such Defaulting Lender shall not be entitled to receive
any commitment fee pursuant to Section 2.8(a), any letter of credit fee pursuant
to Section 2.8(b) or any ticking fee pursuant to Section 2.8(c), in each case as
applicable, for any period during which such Lender is a Defaulting Lender (and,
except as otherwise provided in the proviso of sub-Section 2.8(b)(i), the
Borrower shall not be required to pay any such fee that otherwise would have
been required to have been paid to such Defaulting Lender or to the
Administrative Agent for the account of such Defaulting Lender).

     

    
      
         


      

      
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    (iv)                      Reallocation of Ratable
Portions to Reduce Fronting Exposure.  During any period in
which there is a Revolving Lender that is a Defaulting Lender, solely for
purposes of computing the amount of the obligation of each non-Defaulting Lender
that is a Revolving Lender to acquire, refinance or fund participations in
Letters of Credit pursuant to Section 2.3, the "Applicable Percentage" of each
non-Defaulting Lender that is a Revolving Lender shall be computed without
giving effect to the Revolving Commitment of such Defaulting Lender; provided,
that (A) each such reallocation shall be given effect only if, at the date the
applicable Revolving Lender becomes a Defaulting Lender, no Default or Event of
Default exists; and (B) the aggregate obligation of any non-Defaulting Lender
that is a Revolving Lender to acquire, refinance or fund participations in
Letters of Credit shall not exceed the positive difference, if any, of (1) the
Revolving Commitments of such non-Defaulting Lender minus (2) the aggregate
Revolving Advances of such non-Defaulting Lender.

     

    (b)                 Defaulting Lender
Cure.  If the Borrower, the Administrative Agent and the
Issuing Lenders agree in writing in their sole reasonable discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any cash collateral),
and if applicable, such Lender will, to the extent applicable, purchase that
portion of outstanding Revolving Advances of the other Revolving Lenders or take
such other actions as the Administrative Agent may determine to be necessary to
cause the Revolving Advances and participations in Letters of Credit to be held
on a pro rata basis by the Revolving Lenders in accordance with their Applicable
Percentages (without giving effect to clause (a)(iv) above), whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will
be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while such Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender's
having been a Defaulting Lender.

     

    (c)                 Replacement of Defaulting
Lenders.  If any Lender is a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to be replaced in accordance with
Section 2.15.

     

    (d)                 Termination of Defaulting
Lender Revolving Commitment.  The Borrower may terminate the
unused amount of the Commitments of a Defaulting Lender upon not less than three
(3) Business Days' prior notice to the Administrative Agent (which will promptly
notify the applicable Lenders thereof), provided that such termination will not
be deemed to be a waiver or release of any claim the Borrower, the
Administrative Agent, any Issuing Lender or any Lender may have against such
Defaulting Lender.

     

    ARTICLE
III

    CONDITIONS
PRECEDENT

     

    3.1           Conditions
Precedent to Closing Date.  This Agreement shall become
effective upon and the obligation of each Issuing Lender, the Swingline Lender
and each Lender to make its initial Credit Extension hereunder is subject to the
satisfaction of the following conditions precedent:

     

    
      
         


      

      
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    (a)                 Documentation.  The
Administrative Agent shall have received the following, duly executed by all the
parties thereto, in form and substance reasonably satisfactory to the
Administrative Agent and the Lenders:

     

    (i)                     this
Agreement and all attached Exhibits and Schedules;

     

    (ii)                    the
Notes payable to the order of each Lender, as requested by such
Lender;

     

    (iii)                   the
Guaranty;

     

    (iv)                   a
certificate from a Responsible Officer of the Borrower dated as of the Closing
Date hereof stating that as of such date (A) all representations and
warranties of the Credit Parties set forth in this Agreement are true and
correct in all material respects (provided that to the extent any representation
and warranty is qualified as to "Material Adverse Change" or otherwise as to
"materiality", such representation and warranty is true and correct in all
respects) and (B) no Default has occurred and is continuing;

     

    (v)                    a
secretary's certificate from each Credit Party certifying such Person's (A)
officers' incumbency, (B) authorizing resolutions, and (C) organizational
documents;

     

    (vi)                   certificates
of good standing for each Credit Party in (a) the state or territory of the
United States of America in which each such Person is organized and (b) each
state or territory of the United States of America in which such good standing
is necessary except where the failure to be in good standing could not
reasonably be expected to result in a Material Adverse Change, which
certificates shall be dated a date not earlier than 30 days prior to date
hereof;

     

    (vii)                  a
legal opinion of Andrews Kurth LLP, outside counsel to the Credit Parties, in
form and substance reasonably acceptable to the Administrative
Agent;

     

    (viii)                 a
Compliance Certificate dated as of the Closing Date giving pro forma effect to
the initial Borrowings, if any; and

     

    (ix)                    such
other documents, governmental certificates, and agreements as any Lender Party
may reasonably request.

     

    (b)                 Representations and
Warranties.  The representations and warranties contained in
Article IV and in each other Credit Document shall be true and correct on and as
of the Closing Date before and after giving effect to the initial Borrowings or
issuance (or deemed issuance) of Letters of Credit, as though made on and as of
such date and before and after giving effect to the Transactions which occur on
or before the Closing Date.

     

    (c)                 No
Default.  No Default shall have occurred and be
continuing.

     

    (d)                 Payment of
Fees.  The Borrower shall have paid the fees and expenses
required to be paid as of the Closing Date by Section 9.1 and the Fee
Letter.

     

    
      
         


      

      
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    (e)                 Termination of Existing
Credit Facility.  The Administrative Agent shall have received
reasonably sufficient evidence indicating that simultaneously with the making of
the initial Advances hereunder the obligations of the Credit Parties and their
lenders under the Existing Credit Facility shall be terminated (including,
without limitation, any obligations in respect of guaranties executed in
connection with such Existing Credit Facility (but excluding any obligations
which expressly survive the repayment of the amounts owing under the Existing
Credit Facility)).

     

    (f)                 Consents; Authorization;
Conflicts.  The Borrower shall have received any consents,
licenses and approvals required in accordance with applicable Legal
Requirements, or in accordance with any document, agreement, instrument or
arrangement to which the Borrower, or any Subsidiary is a party, in connection
with the execution, delivery, performance, validity and enforceability of this
Agreement and the other Credit Documents.

     

    (g)                 Other
Proceedings.  No action, suit, investigation, bankruptcy or
other proceeding (including, without limitation, the enactment or promulgation
of a statute or rule) by or before any arbitrator or any Governmental Authority
shall be threatened or pending and no preliminary or permanent injunction or
order by a state or federal court shall have been entered (i) in connection with
this Agreement or any transaction contemplated hereby or (ii) which, in any
case, in the judgment of the Administrative Agent could reasonably be expected
to result in a Material Adverse Change.

     

    (h)                 Material Adverse
Change.  Since December 31, 2009, there shall not have occurred
any circumstance or condition that could reasonably be expected to result in a
Material Adverse Change.

     

    (i)                 Solvency.  The
Administrative Agent shall have received a certificate in form and substance
reasonably satisfactory to the Administrative Agent from a senior financial
officer of the Borrower certifying that, before and after giving effect to the
initial Borrowings made hereunder, the Borrower is Solvent and the Credit
Parties on a consolidated basis are Solvent.

     

    (j)                 Patriot Act
Disclosures.  Prior to the Closing Date, the Administrative
Agent, the Arrangers and each Lender Party shall have received all documentation
and other information that such Person shall have requested in order to comply
with its respective obligations under applicable "know your customer" and
anti-money laundering rules and regulations, including the Patriot Act, in each
case to the extent such documentation and other information shall have been
requested reasonably in advance of such date.

     

    3.2           Conditions
Precedent to Initial Term Borrowing.  The obligation of each
Term Lender to make the initial Term Borrowing shall be subject to the further
conditions precedent that on the date of such Borrowing:

     

    (a)                 Documentation.  The
Administrative Agent shall have received the following in form and substance
reasonably satisfactory to the Administrative Agent:

     

    (i)                      copies
of the Skeie Acquisition Documents, together with all amendments, supplements,
waivers or other modifications thereto, in each case certified by a Responsible
Officer of the Borrower as true, correct and complete, and such amendments,
supplements, waivers or other modifications thereto; and

     

    (ii)                     a
certificate of a Responsible Officer of the Borrower either attaching copies of
all consents, licenses and approvals required in connection with the execution,
delivery and performance by the Borrower and the Sellers and the validity
against the Borrower and the Sellers of the Skeie Acquisition Documents to which
each is a party, and such consents, licenses and approvals shall be in full
force and effect;

     

    
      
         


      

      
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    (b)                 Conditions to Skeie
Acquisition.  The Administrative Agent shall have received
evidence reasonably satisfactory to it that the Skeie Acquisition shall be
consummated on such date pursuant to and in accordance with the provisions of
the Skeie Acquisition Documents, without giving effect to any waiver or
modification of any provision thereof that is materially adverse to the interest
of the Lenders and that is not approved by the Arrangers.

     

    (c)                 Delivery of Financial
Statements.  The Administrative Agent shall have received true
and correct copies of (i) the audited consolidated financial statements of the
Acquired Company and its consolidated Subsidiaries as of December 31, 2008 and
2009, including statements of income and cash flow for such period as well as a
balance sheet as of the end of such period, and accompanying footnotes, all
prepared in accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS") and (ii) to
the extent available, the unaudited consolidated financial statements of the
Acquired Company and its consolidated Subsidiaries as of March 31 and June 30,
2010, including statements of income and cash flow for such period as well as a
balance sheet as of the end of such period, all prepared in accordance with
IFRS.

     

    (d)                 Other
Proceedings.  No action, suit, investigation, bankruptcy or
other proceeding (including, without limitation, the enactment or promulgation
of a statute or rule) by or before any arbitrator or any Governmental Authority
shall be threatened or pending and no preliminary or permanent injunction or
order by a state or federal court shall have been entered which, in any case, in
the judgment of the Administrative Agent could reasonably be expected to have a
material adverse effect upon the consummation of the Skeie Acquisition or any of
the other Transactions.

     

    (e)                 Pro Forma
Structure.  The pro forma capital and ownership structure and
the equityholder arrangements of the Borrower and its Subsidiaries (and all
agreements relating thereto), after giving effect to the Transactions, will be
(i) consistent in all material respects with the written description of the pro
forma capital and ownership structure and the equityholder arrangements of the
Borrower and its Subsidiaries provided to the Administrative Agent prior to the
Closing Date or (ii) otherwise reasonably satisfactory to the Administrative
Agent.

     

    (f)                 Material Adverse
Change.  Since December 31, 2009, there shall not have occurred
any circumstance or condition that could reasonably be expected to result in a
Material Adverse Change.

     

    3.3           Conditions
Precedent to Each Credit Extension.  The obligation of each
Lender to make any Credit Extension on the occasion of each Borrowing (including
the initial Borrowing), the obligation of each Issuing Lender to make any Credit
Extension and the obligation of the Swingline Lender to make Swingline Advances,
in any such case, shall be subject to the further conditions precedent that on
the date of such Borrowing or such Credit Extension:

     

    (a)                 Representations and
Warranties.  As of the date of the making of such Credit
Extension, the representations and warranties made by any Credit Party in the
Credit Documents shall be true and correct in all material respects on such date
(provided that to the extent any representation and warranty is qualified as to
"Material Adverse Change" or otherwise as to "materiality", such representation
and warranty is true and correct in all respects), except that any
representation and warranty which by its terms is made as of a specified date
shall be required to be true and correct only as of such specified date and the
representations and warranties contained in subsections (a) and (b) of Section
4.4 shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 5.2, and each request for the
making of any Credit Extension and the making of such Credit Extension shall be
deemed to be a reaffirmation of such representations and
warranties.

     

    
      
         


      

      
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    (b)                 Event of
Default.  As of the date of the Credit Extension, there shall
exist no Default, and the making of such Credit Extension would not cause a
Default.

     

    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES

     

    The
Borrower hereby represents and warrants as follows:

     

    4.1           Organization.  Each
of the Borrower and its Subsidiaries is duly and validly organized and existing
and in good standing under the laws of its jurisdiction of incorporation or
formation and is authorized to do business and is in good standing in all
jurisdictions in which such qualifications or authorizations are necessary
except where the failure could not reasonably be expected to result in a
Material Adverse Change.

     

    4.2           Authorization.  The
execution, delivery, and performance by each Credit Party of each Credit
Document to which such Credit Party is a party and the consummation of the
transactions contemplated thereby (a) are within such Credit Party's
powers, (b) have been duly authorized by all necessary corporate, limited
liability company or partnership action, (c) do not contravene any
organizational documents of such Credit Party, (d) do not contravene any law or
any contractual restriction binding on or affecting such Credit Party except
where such contravention could not reasonably be expected to result in a
Material Adverse Change, (e) do not result in or require the creation or
imposition of any Lien prohibited by this Agreement except where such creation
or imposition could not reasonably be expected to result in a Material Adverse
Change, and (f) do not require any authorization or approval or other action by,
or any notice or filing with, any Governmental Authority, except notices to or
filings with the SEC that may be required from time to time and where the
failure to obtain such authorizations or approvals could not reasonably be
expected to result in a Material Adverse Change.  At the time of each
Credit Extension, such Credit Extension and the use of the proceeds of such
Credit Extension are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action, don't contravene (i) the
Borrower's organizational documents or (ii) any law or any contractual
restriction binding on or affecting the Borrower, will not result in or require
the creation or imposition of any Lien prohibited by this Agreement, and do not
require any authorization or approval or other action by, or any notice or
filing with, any Governmental Authority, in each case except where such
contravention, creation, imposition or requirement could not reasonably be
expected to result in a Material Adverse Change.

     

    4.3           Enforceability.  The
Credit Documents have each been duly executed and delivered by each Credit Party
that is a party thereto and each Credit Document constitutes the legal, valid,
and binding obligation of each Credit Party that is a party thereto enforceable
in accordance with its terms, except as limited by applicable Debtor Relief Laws
or similar laws at the time in effect affecting the rights of creditors
generally and to the effect of general principles of equity whether applied by a
court of law or equity.

     

    4.4           Financial
Condition.

     

    (a)                 The
Borrower has delivered to the Lenders the Financial Statements for the fiscal
year ended December 31, 2009 and the fiscal quarters ended March 31, 2010 and
June 30, 2010 and such Financial Statements are true and correct in all material
respects and present fairly the consolidated financial condition of the Borrower
and its Subsidiaries as of the date thereof.  As of the date of the
financial statements referred in the preceding sentence, there were no material
contingent obligations, liabilities for taxes, unusual forward or long-term
commitments, or unrealized or anticipated losses of the applicable Persons,
except as disclosed therein and adequate reserves for such items have been made
in accordance with GAAP.

     

    
      
         


      

      
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    (b)                 Since
December 31, 2009, no event or condition has occurred that could reasonably be
expected to result in Material Adverse Change.

     

    4.5           Ownership
and Liens.  The Borrower and each Subsidiary have good title
to, or valid interests in, all its real and personal property material to its
business, except for minor defects in title that do not materially interfere
with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes.

     

    4.6           True and
Complete Disclosure.  All written factual information (whether
delivered before or after the date of this Agreement) prepared by or on behalf
of the Borrower or a Subsidiary and furnished to any Lender Party for purposes
of or in connection with this Agreement, any other Credit Document or any
transaction contemplated hereby or thereby is true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not materially misleading at such time, in light
of the circumstances under which they were made.  There is no fact
known to any Responsible Officer of the Borrower on the date of this Agreement
that has not been disclosed to the Administrative Agent that could reasonably be
expected to result in a Material Adverse Change.

     

    4.7           Litigation.  Except
as disclosed in the Financial Statements provided in Section 4.4(a), there are
no actions, suits, or proceedings pending or, to the Borrower's knowledge,
threatened against the Borrower or any Subsidiary, at law, in equity, or in
admiralty, or by or before any Governmental Authority, which could reasonably be
expected to result in a Material Adverse Change.  Additionally, except
as disclosed in writing to the Lender Parties, there is no pending or, to the
best of the knowledge of the Borrower, threatened action or proceeding
instituted against the Borrower or any Subsidiary which seeks to adjudicate the
Borrower or any Subsidiary as bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee or other similar official for
it or for any substantial part of its Property.

     

    4.8           Compliance
with Agreements.  Neither the Borrower nor any Subsidiary is a
party to any indenture, loan or credit agreement or any lease or any other types
of agreement or instrument or subject to any charter or corporate restriction or
provision of applicable law or governmental regulation, in each case, the
performance of or compliance with which could reasonably be expected to cause a
Material Adverse Change.  Neither the Borrower nor any Subsidiary is
in default under or with respect to any contract, agreement, lease or any other
types of agreement or instrument to which the Borrower or such Subsidiary is a
party and which could reasonably be expected to cause a Material Adverse
Change.  No Default has occurred and is continuing.

     

    
      
         


      

      
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    4.9           Pension
Plans.  Except for matters that individually or in the
aggregate could not reasonably be expected to result in a Material Adverse
Change, (a) all Plans are in compliance in all material respects with all
applicable provisions of ERISA and the Code, (b) no Termination Event has
occurred with respect to any Plan, (c) each Plan has at all times satisfied the
minimum funding standard under Section 302 of ERISA and there has been no excise
tax imposed upon the Borrower or any Subsidiary under Section 4971 of the Code,
(d) no Reportable Event has occurred with respect to any Multiemployer Plan, (e)
the present value of all benefits vested under each Plan (based on the
assumptions used to fund such Plan) did not, as of the last annual valuation
date applicable thereto, exceed the value of the assets of such Plan allocable
to such vested benefits, (f) neither the Borrower nor any member of the
Controlled Group has had a complete or partial withdrawal from any Multiemployer
Plan for which there is any unsatisfied withdrawal liability, and (g) neither
the Borrower nor any member of the Controlled Group during the last six years
has been a participating employer in a Multiemployer Plan during the last six
years.  Based upon GAAP existing as of the date of this Agreement and
current factual circumstances, the Borrower has no reason to believe that the
annual accrual expense during any fiscal year to the Borrower or any Subsidiary
for post-retirement benefits to be provided, except as required by law, to the
current and former employees of the Borrower or any Subsidiary under Plans that
are welfare benefit plans (as defined in Section 3(1) of ERISA) could reasonably
be expected to exceed $50,000,000.00.

     

    4.10         Environmental
Condition.  Except to the extent that any inaccurancy could not
reasonably be expected to result in a Material Adverse Change:

     

    (a)                 Permits,
Etc.  Except as disclosed in the Financial Statements provided
in Section 4.4(a), the Borrower and the Subsidiaries (i) have obtained all
material Environmental Permits necessary for the ownership and operation of
their respective Properties and the conduct of their respective businesses;
(ii)  have at all times been and are in material compliance with all terms
and conditions of such Permits and with all other material requirements of
applicable Environmental Laws; (iii) have not received written notice of
any material violation or alleged material violation of any Environmental Law or
Environmental Permit; and (iv) are not subject to any actual or contingent
Environmental Claim.

     

    (b)                 Certain
Liabilities.  None of the present or previously owned or
operated Property of the Borrower or any Subsidiary, wherever located,
(i) has been placed on or proposed to be placed on the National Priorities
List, the Comprehensive Environmental Response Compensation Liability
Information System list, or their state or local analogs, or have been otherwise
investigated, designated, listed, or identified as a potential site for removal,
remediation, cleanup, closure, restoration, reclamation, or other response
activity under any Environmental Laws; (ii) is subject to a Lien, arising
under or in connection with any Environmental Laws, that attaches to any
revenues or to any Property owned or operated by any Credit Party or any
Subsidiary, wherever located; or (iii) has been the site of any Release of
Hazardous Substances or Hazardous Wastes from present or past operations which
has caused at the site or at any third-party site any condition that has
resulted in or could reasonably be expected to result in the need for
Response.

     

    (c)                 Certain
Actions.  Without limiting the foregoing, (i) all notices
have been properly filed, and no further action is required under current
applicable Environmental Law as to each Response or other restoration or
remedial project undertaken by the Borrower, any Subsidiary, or any Person's
former Subsidiaries on any of their presently or formerly owned or operated
Property and (ii) the present and, to the Borrower's best knowledge, future
liability, if any, of the Borrower or of any Subsidiary which could reasonably
be expected to arise in connection with requirements under Environmental
Laws.

     

    4.11         Material
Subsidiaries.  As of the Closing Date, the Borrower does not
have any Material Subsidiaries other than those listed on Schedule
4.11.  The Equity Interests of each Material Subsidiary are validly
issued, fully paid and non-assessable.  Each Material Subsidiary, to
the extent required, has complied with the requirements of Section
5.6.

     

    4.12         Investment
Company Act.  Neither the Borrower nor any Subsidiary is an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as
amended.  Neither the Borrower nor any Subsidiary is subject to
regulation under any Federal or state statute, regulation or other Legal
Requirement which limits its ability to incur Debt.

     

    
      
         


      

      
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    4.13         Taxes.  Proper
and accurate federal, state, local and foreign tax returns, reports and
statements required to be filed (after giving effect to any extension granted in
the time for filing) by the Borrower, any Subsidiary, or any member of the
Affiliated Group as determined under Section 1504 of the Code (hereafter
collectively called the "Tax Group") have been filed with the appropriate
Governmental Authorities, and all Taxes due and payable have been timely paid
prior to the date on which any fine, penalty, interest, late charge or loss may
be added thereto for non-payment thereof except (a) where contested in good
faith and by appropriate proceeding and for which full or adequate provisions
therefor is included on the books of the appropriate member of the Tax Group and
(b) where the failure to do so could not reasonably be expected to result in a
Material Adverse Change.  Proper and accurate amounts have been
withheld (including withholdings from employee wages and salaries relating to
income tax and employment insurance) by the Borrower and all other members of
the Tax Group from their employees for all periods to comply with the tax,
social security and unemployment withholding provisions of applicable federal,
state, local and foreign law except where the failure to do so could not
reasonably be expected to result in a Material Adverse Change.  Timely
payment of all material sales and use taxes required by applicable law have been
made by the Borrower and all other members of the Tax Group except where the
failure to do so could not reasonably be expected to result in a Material
Adverse Change.

     

    4.14         Permits,
Licenses, etc.  The Borrower and each Subsidiary possesses all
permits, licenses, patents, patent rights or licenses, trademarks, trademark
rights, trade names rights, and copyrights which are material to the conduct of
its respective business except where the failure to maintain the same could not
reasonably be expected to result in a Material Adverse Change.  The
Borrower and each Subsidiary manages and operates its business in accordance
with all applicable Legal Requirements except where the failure to so manage or
operate could not reasonably be expected to result in a Material Adverse
Change.

     

    4.15         Use of
Proceeds.  No Credit Party is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U).  No proceeds of any Advance will be
used to purchase or carry any margin stock in violation of Regulation  T, U
or X.

     

    4.16         Condition
of Property; Casualties.  The material Properties used or to be
used in the continuing operations of the Borrower or any Subsidiary, are in good
working order and condition, normal wear and tear excepted, except for certain
deficiencies that could not reasonably be expected to result in a Material
Adverse Change.  Except as disclosed in the Financial Statements
provided in Section 4.4(a), neither the business nor the material Properties of
the Borrower or any Subsidiary has been affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike or other
labor disturbance, embargo, requisition or taking of Property or cancellation of
contracts, permits or concessions by a Governmental Authority, riot, activities
of armed forces or acts of God or of any public enemy, which effect could
reasonably be expected to cause a Material Adverse Change.

     

    4.17         Insurance.  The
Borrower and each Subsidiary carry insurance (which may be carried by the
Borrower on a consolidated basis) or maintain appropriate risk management
programs in such amounts, covering such risks and liabilities and with such
deductibles or self-insurance retentions as are reasonable or customary given
the nature of its business, its ability to self-insure, the circumstances and
geographic area in which such business is being conducted and the availability
of insurance coverage at commercially reasonable rates.

     

    4.18         Foreign
Assets Control Regulations, etc.

     

    (a)                 Neither
any Letter of Credit nor any part of the proceeds of the Advances will violate
the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.

     

    
      
         


      

      
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    (b)                 Neither
the Borrower nor any Subsidiary (i) is, or will become, a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the
Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or
(ii) engages or will engage in any dealings or transactions, or is or will be
otherwise associated, with any such Person.  The Borrower and the
Subsidiaries are in compliance, in all material respects, with the USA Patriot
Act.

     

    (c)                 The
Borrower and its Subsidiaries is in compliance with any laws or regulations
relating to money laundering or terrorist financing, including, without
limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act);
Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary
Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C.
section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign
Transactions Regulations, 31 C.F.R. Part 103; and any similar laws or
regulations currently in force or hereafter enacted.

     

    (d)                 Neither
any Letter of Credit nor any part of the proceeds of the Advances will be used,
directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Borrower or one of the
Subsidiaries.

     

    4.19           Obligations
Pari Passu.  The Obligations of the Credit Parties under
Credit Documents to which they are a party rank and will rank at least pari passu in priority of
payment and in all other respects with all other unsecured Debt of such Credit
Parties.

     

    ARTICLE
V

    AFFIRMATIVE
COVENANTS

     

    So long
as any Obligation shall remain unpaid (except for Obligations which by their
terms survive termination), any Lender shall have any Commitment hereunder, or
there shall exist any Letter of Credit Exposure, the Borrower agrees to comply
with the following covenants.

     

    5.1           Organization.  The
Borrower shall, and shall cause each Subsidiary to, preserve and maintain its
partnership, limited liability company or corporate existence, rights,
franchises and privileges in the jurisdiction of its organization, and qualify
and remain qualified as a foreign business entity in each jurisdiction in which
qualification is necessary or desirable in view of its business and operations
or the ownership of its Properties and where failure to qualify could reasonably
be expected to cause a Material Adverse Change; provided, however, that nothing
herein contained shall prevent any transaction permitted by Section 6.7 or
Section 6.8.

     

    5.2           Reporting.

     

    (a)                 Annual Financial
Reports.  The Borrower shall provide, or shall cause to be
provided, to the Administrative Agent with sufficient copies for the Lenders, as
soon as available after the end of each fiscal year of the Borrower, but in any
event no more than five Business Days after the date required under Securities
Laws for the filing of its Form 10-K, the unqualified audited annual Financial
Statements, all prepared in conformity with GAAP consistently applied and all as
audited by the Borrower's certified public accountants of nationally recognized
standing or otherwise reasonably acceptable to the Administrative Agent,
together with a duly completed Compliance Certificate.

     

    
      
         


      

      
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    (b)                 Quarterly Financial
Reports.  The Borrower shall provide to the Administrative
Agent with sufficient copies for the Lenders, as soon as available after the end
of the first three fiscal quarters of each fiscal year of the Borrower, but in
any event no more than five Business Days after the date required under
Securities Laws for the filing of its Form 10-Q Financial Statements as of the
close of such fiscal quarter which shall be certified as accurate by a senior
financial officer of the Borrower, and a duly completed Compliance
Certificate.

     

    (c)                 Annual
Budget.  As soon as available and in any event within 60 days
after the end of each fiscal year of the Borrower, the Borrower shall provide to
the Administrative Agent  an annual operating and capital budget for
the current fiscal year.

     

    (d)                 Defaults.  The
Borrower shall provide to the Administrative Agent promptly, but in any event
within three Business Days after knowledge of the occurrence thereof, a notice
of each Default or Event of Default known to the Borrower or to any other
Subsidiary, together with a statement of a Responsible Officer of the Borrower
setting forth the details of such Default or Event of Default and the actions
which the Borrower or such other Subsidiary has taken and proposes to take with
respect thereto.

     

    (e)                 Other
Creditors.  The Borrower shall provide to the Administrative
Agent promptly after the giving or receipt thereof, copies of any default
notices given or received by the Borrower or by any other Subsidiary pursuant to
the terms of any indenture, loan agreement, credit agreement, or similar
agreement evidencing or relating to Debt in a principal amount equal to or
greater than $50,000,000.

     

    (f)                 Litigation.  The
Borrower shall provide to the Administrative Agent promptly after the
commencement thereof, notice of all actions, suits, and proceedings before any
Governmental Authority, affecting the Borrower or any Subsidiary, in each case,
that could reasonably be expected to result in a Material Adverse
Change.

     

    (g)                 Environmental
Notices.  Promptly upon, and in any event no later than 15 days
after, the receipt thereof, or the acquisition of knowledge thereof, by the
Borrower or any other Subsidiary, the Borrower shall provide the Administrative
Agent with a copy of any form of request, claim, complaint, order, notice,
summons or citation received from any Governmental Authority or any other
Person, (i) concerning violations or alleged violations of Environmental
Laws, which seeks to impose liability therefore in excess of $50,000,000, or
(ii) concerning any action or omission on the part of the Borrower or any
of its Subsidiaries in connection with Hazardous Waste or Hazardous Substances
which could reasonably result in the imposition of liability in excess of
$50,000,000 or requiring that action be taken to respond to or clean up a
Release of Hazardous Substances or Hazardous Waste into the environment and such
action or clean-up could reasonably be expected to exceed $50,000,000, including
without limitation any information request related to, or notice of, potential
responsibility under CERCLA.

     

    (h)                 Material
Changes.  The Borrower shall provide to the Administrative
Agent prompt written notice of any condition or event of which the Borrower or
any other Subsidiary has knowledge, which condition or event has resulted or may
reasonably be expected to result in (i) a Material Adverse Change or (ii) a
breach of or noncompliance with any material term, condition, or covenant of any
material contract to which the Borrower or any other Subsidiary is a party or by
which their Properties may be bound which breach or noncompliance could
reasonably be expected to result in a Material Adverse Change.

     

    
      
         


      

      
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    (i)                 Termination
Events.  As soon as possible and in any event (i) within 30
days after the Borrower or any member of the Controlled Group knows or has
reason to know that any Termination Event described in clause (a) of the
definition of Termination Event with respect to any Plan has occurred, and
(ii) within 10 days after the Borrower or any member of the Controlled
Group knows or has reason to know that any other Termination Event with respect
to any Plan has occurred, the Borrower shall provide to the Administrative Agent
a statement of a Responsible Officer of the Borrower describing such Termination
Event and the action, if any, which the Borrower or any Affiliate of the
Borrower proposes to take with respect thereto;

     

    (j)                 Termination of
Plans.  Promptly and in any event within five Business Days
after receipt thereof by the Borrower or any other member of the Controlled
Group from the PBGC, the Borrower shall provide to the Administrative Agent
copies of each notice received by the Borrower or any such other member of the
Controlled Group of the PBGC's intention to terminate any Plan or to have a
trustee appointed to administer any Plan, except with respect to any Plan of
LeTourneau Technologies, Inc.;

     

    (k)                 Other ERISA
Notices.  (i) Promptly and in any event within five Business
Days after receipt thereof by the Borrower or any other member of the Controlled
Group from a Multiemployer Plan sponsor, the Borrower shall provide to the
Administrative Agent a copy of each notice received by the Borrower or any other
member of the Controlled Group concerning the imposition or amount of withdrawal
liability imposed on the Borrower or any other member of the Controlled Group
pursuant to Section 4202 of ERISA; (ii) as soon as possible and in any event no
later than 30 days prior to the occurrence of such event, the Borrower shall
provide to the Administrative Agent written notice of an assumption by the
Borrower, any Subsidiary, or any member of the Controlled Group of an obligation
to contribute to any Multiemployer Plan; and (iii) as soon as possible and in
any event no later than 30 days prior to the occurrence of such event, the
Borrower shall provide to the Administrative Agent written notice of an
acquisition by the Borrower, any Subsidiary, or any member of the Controlled
Group of an interest in any Person that causes such Person to become a member of
the Controlled Group if such Person sponsors, maintains or contributes to, or at
any time in the six-year period preceding such acquisition has sponsored,
maintained, or contributed to, (1) any Multiemployer Plan, or (2) any other Plan
that is subject to Title IV of ERISA under which the actuarial present value of
the benefit liabilities under such Plan exceeds the current value of the assets
(computed on a plan termination basis in accordance with Title IV of ERISA) of
such Plan allocable to such benefit liabilities;

     

    (l)                 Other Governmental
Notices.  Promptly and in any event within five Business Days
after receipt thereof by the Borrower or any other Subsidiary, the Borrower
shall provide to the Administrative Agent a copy of any notice, summons,
citation, or proceeding seeking to modify in any material respect, revoke, or
suspend any material contract, license, permit, or agreement with any
Governmental Authority if such modification, revocation or suspension could
reasonably be expected to result in a Material Adverse Change;

     

    (m)                 Disputes;
etc.  Promptly and in any event within five Business Days after
knowledge thereof by the Borrower or any other Subsidiary, the Borrower shall
provide to the Administrative Agent written notice of (i) any claims, legal or
arbitration proceedings, proceedings before any Governmental Authority, or
disputes, or to the knowledge of the Borrower or any other Subsidiary, any such
actions threatened, or affecting the Borrower or any other Subsidiary, which, if
adversely determined, could reasonably be expected to cause a Material Adverse
Change, or any material labor controversy of which the Borrower or any other
Subsidiary has knowledge resulting in or reasonably considered to be likely to
result in a strike against the Borrower or any other Subsidiary if such strike
could reasonably be expected to result in a Material Adverse Change, and (ii)
any claim, judgment, Lien or other encumbrance (other than a Permitted Lien)
affecting any Property of the Borrower or any other Subsidiary, if the value of
the claim, judgment, Lien, or other encumbrance affecting such Property shall
exceed $50,000,000;

     

    
      
         


      

      
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    (n)                 SEC.  Promptly
after the same become publicly available, the Borrower shall provide to the
Administrative Agent copies of all periodic and other reports, proxy statements
and other materials (other than filings under Section 16 of the Securities
Exchange Act of 1934) filed by the Borrower or any other Subsidiary with the
SEC, or any Governmental Authority succeeding to any or all of the functions of
said Commission, or with any national securities exchange, or distributed by the
Borrower or any other Subsidiary to its shareholders generally, as the case may
be;

     

    (o)                 Additional
Notes.  The Borrower shall provide to the Administrative Agent
prompt written notice of the issuance of any Additional Notes, prior written
notice of such intended offering therefor, the amount thereof and the
anticipated date of closing, each if applicable, together with calculations in
form and substance satisfactory to the Administrative Agent certified by a
Responsible Officer of the Borrower demonstrating that the Borrower is in
compliance, on a pro forma basis after giving effect to such issuance, with the
covenants contained in Section 6.15 recomputed as of the last day of the most
recently ended fiscal quarter of the Borrower as if such issuance had occurred
on the first day of each relevant period for testing such compliance;
and

     

    (p)                 Other
Information.  Subject to the confidentiality provisions of
Section 9.8, the Borrower shall provide to the Administrative Agent such other
information respecting the business, operations, or Property of the Borrower or
any other Subsidiary, financial or otherwise, as any Lender through the
Administrative Agent may reasonably request.

     

    Documents
required to be delivered pursuant to Section 5.2(a), (b), or (n) (to the extent
any such documents are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower's website on the Internet at the website
address listed on Schedule IV; or (ii) on which such documents are posted on the
Borrower's behalf on IntraLinks/IntraAgency or another relevant website
(including, without limitation, the SEC's website), if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: the
Borrower shall notify (which may be by facsimile or electronic mail) the
Administrative Agent (and the Administrative Agent shall promptly notify the
Lenders thereof) of the posting of any such documents.  The
Administrative Agent shall not have an obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

     

    5.3           Insurance.  The
Borrower shall, and shall cause each Subsidiary to, carry insurance (which may
be carried by the Borrower on a consolidated basis) or maintain appropriate risk
management programs in such amounts, covering such risks and liabilities and
with such deductibles or self-insurance retentions as are reasonable or
customary given the nature of its business, its ability to self-insure, the
circumstances and geographic area in which such business is being conducted, and
the availability of insurance coverage at commercially reasonable rates and as
are consistent with past practices.

     

    5.4           Compliance
with Laws.  The Borrower shall, and shall cause each Subsidiary
to, comply with all federal, state, provincial, territorial and local laws and
regulations (including Environmental Laws) which are applicable to the
operations and Property of the Borrower or such Subsidiary and maintain all
related permits necessary for the ownership and operation of the Borrower's and
such Subsidiary's Property and business, except in any case where the failure to
so comply or maintain could not reasonably be expected to result in a Material
Adverse Change, provided that this Section 5.4 shall not prevent the Borrower or
any of its Subsidiaries from, in good faith and with reasonable diligence,
contesting the validity or application of any such laws or regulations by
appropriate legal proceedings for which adequate reserves have been
established.

     

    
      
         


      

      
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    5.5           Taxes.  The
Borrower shall, and shall cause each Subsidiary to pay and discharge all Taxes
imposed on the Borrower or any of its Subsidiaries, respectively, prior to the
date on which penalties attach, except in any case where the failure to so
comply could not reasonably be expected to result in a Material Adverse Change;
provided that nothing in this Section 5.5 shall require the Borrower or any of
its Subsidiaries to pay any Tax which is being contested in good faith and for
which adequate reserves have been established in accordance with
GAAP.

     

    5.6           Additional
Guarantors.  Immediately upon the creation of any new Material
Subsidiary permitted by this Agreement and within 30 days after the purchase by
the Borrower or any of its Subsidiaries of the Equity Interests of any Person,
which purchase results in such Person becoming a Material Subsidiary, the
Borrower shall (a) cause such Subsidiary to execute and deliver to the
Administrative Agent, a joinder to the Guaranty, and (b) cause such Subsidiary
to deliver such evidence of corporate authority to enter into such Credit
Documents and favorable opinions of counsel to such Person (which shall cover,
among other things, the legality, validity, binding effect and enforceability of
the documentation referred to in clause (a)) as the Administrative Agent may
reasonably request.

     

    5.7           Records;
Inspection.  The Borrower shall, and shall cause each
Subsidiary to maintain proper, complete and consistent books of record with
respect to such Person's operations, affairs, and financial
condition.  From time to time upon reasonable prior notice, the
Borrower shall permit any Lender and shall cause each Subsidiary to permit any
Lender to (a) visit and inspect the Property of the Borrower or such Subsidiary,
(b) discuss the business operations and Property of the Borrower or such
Subsidiary with the officers and directors thereof and (c) after the occurrence
and during the continuance of an Event of Default, subject to any applicable
confidentiality considerations, examine the books and records of the Borrower or
such Subsidiary, in each case at such reasonable times and intervals and to a
reasonable extent and under the reasonable guidance of officers of or employees
delegated by officers of the Borrower or such Subsidiary.

     

    5.8           Maintenance
of Property.  The Borrower shall, and shall cause each
Subsidiary to, maintain their owned, leased, or operated Property in good
condition and repair, normal wear and tear excepted, except to the extent any
failure to so maintain could not reasonably be expected to result in a Material
Adverse Change; and shall abstain from, and cause each Subsidiary to abstain
from, knowingly or willfully permitting the commission of waste or other injury,
destruction, or loss of natural resources, or the occurrence of pollution,
contamination, or any other condition in, on or about the owned or operated
Property involving the Environment that could reasonably be expected to result
in Response activities and that could reasonably be expected to cause a Material
Adverse Change.

     

    ARTICLE
VI

    NEGATIVE
COVENANTS

     

    So long
as any Obligation shall remain unpaid (except for Obligations which by their
terms survive termination), any Lender shall have any Commitment hereunder, or
there shall exist any Letter of Credit Exposure, the Borrower agrees to comply
with the following covenants.

     

    6.1           Debt.  The
Borrower shall not, nor shall it permit any Subsidiary to, create, assume,
incur, suffer to exist, or in any manner become liable, directly, indirectly, or
contingently in respect of, any Debt, other than the following:

     

    
      
         


      

      
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    (a)                 Debt
existing on the Closing Date and described in Schedule 6.1; provided that such
Debt may not be increased in principal amount except to the extent such
additional principal amount would be permitted pursuant to Section 6.1(c)
below;

     

    (b)                 unsecured
Debt provided that the Borrower and its Subsidiaries shall be in compliance, on
a pro forma basis after giving effect to such transactions, with the covenants
contained in this Agreement recomputed as of the last day of the most recently
ended fiscal quarter of the Borrower as if the incurrence of the unsecured Debt
in question had occurred on the first day of each relevant period for testing
such compliance;

     

    (c)                 secured
Debt not otherwise permitted under this Section 6.1; provided that (i) the Liens
securing such Debt are permitted under Section 6.2(k) and (ii) the Borrower and
its Subsidiaries shall be in compliance, on a pro forma basis after giving
effect to such transactions, with the covenants contained in this Agreement
recomputed as of the last day of the most recently ended fiscal quarter of the
Borrower as if the incurrence of the secured Debt in question had occurred on
the first day of each relevant period for testing such compliance;

     

    (d)                 intercompany
Debt; and

     

    (e)                 until
30 days after the Term Loan Facility Commitment Termination Date, secured Debt
under the Acquired Company Debt Instruments to the extent (i) the principal
amount of such Debt does not exceed the principal amount of such Debt as of the
Closing Date and (ii) the terms of such Debt are not amended, modified or
supplemented in a manner that increases the obligations of any Credit Party
thereunder or are otherwise materially adverse to any Credit Party.

     

    6.2           Liens.  The
Borrower shall not, nor shall it permit any of its Subsidiaries to, create,
assume, incur, or suffer to exist any Lien on the Property of the Borrower or
any other Subsidiary of the Borrower, whether now owned or hereafter acquired,
or assign any right to receive any income, other than the
following:

     

    (a)                 Liens
securing the Obligations;

     

    (b)                 Liens
existing on the Closing Date and described in Schedule 6.2;

     

    (c)                 Liens
imposed by law, such as materialmen's, mechanics', builder's, carriers',
workmen's and repairmen's liens, and other similar liens arising in the ordinary
course of business securing obligations which are not overdue for a period of
more than 60 days or are being contested in good faith by appropriate procedures
or proceedings and for which adequate reserves have been
established;

     

    (d)                 Liens
arising in the ordinary course of business out of pledges or deposits under
workers compensation laws, unemployment insurance, old age pensions, or other
social security or retirement benefits, or similar legislation to secure public
or statutory obligations;

     

    (e)                 Liens
for taxes, assessment, or other governmental charges which are not yet due and
payable or which are being actively contested in good faith by appropriate
proceedings and for which adequate reserves for such items have been made in
accordance with GAAP;

     

    (f)                 Liens
arising from precautionary UCC financing statements regarding leases to the
extent such leases are permitted hereby;

     

    
      
         


      

      
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    (g)                 encumbrances
consisting of minor easements, zoning restrictions, or other restrictions on the
use of real property that do not (individually or in the aggregate) materially
affect the value of the assets encumbered thereby or materially impair the
ability of the Borrower or such other Subsidiary to use such assets in its
business, and none of which is violated in any material aspect by existing or
proposed structures or land use to the extent such violation could reasonably be
expected to result in a Material Adverse Change;

     

    (h)                 Liens
arising solely by virtue of any statutory or common law provision relating to
banker's liens, rights of set-off or similar rights and remedies and burdening
only deposit accounts or other funds maintained with a depository
institution;

     

    (i)                
 Liens on cash or securities pledged to secure performance of tenders,
surety and appeal bonds, government contracts, performance and return of money
bonds, bids, trade contracts, leases, statutory obligations, regulatory
obligations and other obligations of a like nature incurred in the ordinary
course of business;

     

    (j)                 
judgment and attachment Liens not giving rise to an Event of Default, provided
that (i) any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the
period within which such proceeding may be initiated shall not have expired and
(ii) no action to enforce such Lien has been commenced;

     

    (k)                 Liens
securing Debt and not otherwise permitted under this Section 6.2; provided that
(i) the aggregate principal amount of all Debt secured by such Liens does not
exceed 5% of the Net Worth of the Borrower and its consolidated Subsidiaries at
any time (determined as of the end of each of the most recently completed fiscal
quarter for which financial statements have been provided pursuant to Section
5.2), and (ii) the Borrower and its Subsidiaries are in compliance with the
covenants set forth in this Agreement, both before and after giving effect to
each incurrence of such Debt); provided, further, notwithstanding the foregoing,
that no Lien permitted under this Section 6.2(k) shall secure Debt owing under
the Note Documents unless and until the Debt under the Credit Documents is
equally and ratably secured by all property subject to such Lien, in each case
pursuant to documentation reasonably satisfactory to the Majority
Lenders;

     

    (l)                
Liens on property of a person existing at the time such person is acquired or
merged with or into or consolidated with the Borrower as a Subsidiary (and not
created in anticipation or contemplation thereof); provided that such Liens (i)
do not extend to property not subject to such Liens at the time of acquisition
(other than improvements thereof), and (ii) secure Debt permitted by Section
6.1(c);

     

    (m)                until
30 days after the Term Loan Facility Commitment Termination Date, Liens securing
Debt under the Acquired Company Debt Instruments; provided that (i) such Liens
are not created in contemplation of or in connection with the Skeie Acquisition,
(ii) such Liens shall not apply to any other asset of the Borrower or any
Subsidiary other than the assets subject to such Liens as of the Closing Date,
and (iii) such Lien shall secure only those obligations that it secures on the
date of the Skeie Acquisition and any refinancings, extensions, renewals and
replacements thereof that are not prohibited hereunder.

     

    6.3           [Reserved].

     

    6.4           Acquisitions.  The
Borrower shall not, nor shall it permit any Subsidiary to, make an Acquisition
in a transaction or related series of transactions; provided that, an
Acquisition may be made so long as no Event of Default exists both before and
after giving effect to such Acquisition and such Acquisition is in accordance
with Section 6.11.

     

    
      
         


      

      
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    6.5           Burdensome
Agreements.  The Borrower shall not, nor shall it permit any
Subsidiary to, create, incur, assume or permit to exist any contract, agreement
or understanding (other than this Agreement) (a) which in any way prohibits or
restricts (i) the Borrower or any Subsidiary from paying or prepaying the
Obligations, or which requires the consent of or notice to other Persons in
connection therewith, (ii) the granting, conveying, creation or imposition of
any Lien on any of its Property, whether now owned or hereafter acquired, to
secure the Obligations (other than agreements governing secured Debt permitted
by Sections 6.1 and 6.2 to the extent such restrictions govern only the asset
financed pursuant to or securing such Debt and the Note Documents), or (iii) any
Subsidiary from making Restricted Payments or making or paying intercompany
loans and advances to the Borrower, or (b) with respect to any action described
in clauses (a)(i), (ii) or (iii) above, which requires the consent of or notice
to other Persons in connection therewith.

     

    6.6           Use of
Proceeds; Use of Letters of Credit.  The Borrower shall not,
nor shall it permit any Subsidiary to use the proceeds of Term Advances for any
purposes other than to finance a portion of the purchase price for the Skeie
Acquisition, to consummate the Refinancing Transactions and to pay a portion of
the fees, commissions and expenses associated with the Transactions; provided, however that the
Borrower shall within 60 days of the making of such Term Borrowing hereunder use
the proceeds as described in Section 2.6(b)(iii).  The Borrower shall
not, nor shall it permit any Subsidiary to use the proceeds of the Revolving
Advances and Letters of Credit for any purposes other than (a) for working
capital and other general corporate purposes, (b) fund capital expenditures and
(c) the payment of fees and expenses related to the entering into of this
Agreement and the other Credit Documents.  The Borrower shall not, nor
shall it permit any of its Subsidiaries to, directly or indirectly use any part
of the proceeds of Advances or Letters of Credit for any purpose which violates,
or is inconsistent with, Regulations T, U, or X.

     

    6.7           Corporate
Actions; Fundamental Changes.

     

    (a)                 The
Borrower shall not, nor shall it permit any Credit Party to, merge, amalgamate
or consolidate with or into any other Person, except that (i) the Borrower may
merge or amalgamate with any Person provided that (A) no Change in Control
occurs and (B) immediately after giving effect to any such proposed transaction
no Default would exist, (ii) the Borrower may merge or amalgamate with any of
its wholly-owned Subsidiaries, provided that immediately after giving effect to
any such proposed transaction no Default would exist and the Borrower is the
surviving entity, (iii) any Subsidiary of the Borrower may merge, amalgamate or
be consolidated with or into any other Person, provided that immediately after
giving effect to any such proposed transaction no Default would exist and (iv)
either or both of LeTourneau Technologies, Inc. and Rowan Drilling Company, Inc.
may merge, amalgamate or be consolidated with or into any other Person, provided
that immediately after giving effect to any such proposed transaction no Default
would exist.

     

    (b)                 The
Borrower shall not, nor shall it permit any Credit Party to, sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all/any substantial part of its assets, or
all or substantially all of the stock of any of its Material Subsidiaries (in
each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing (i) the Borrower may sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of the stock or assets of either or both
of LeTourneau Technologies, Inc. and Rowan Drilling Company, Inc. and their
respective Subsidiaries to any Person, and (ii) any Subsidiary of the Borrower
may liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders.

     

    
      
         


      

      
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    6.8           Sale of
Assets.  The Borrower shall not, nor shall it permit any
Subsidiary to, sell, convey, or otherwise transfer any of its assets outside the
ordinary course of business; provided that, any such sale, conveyance or
transfer may be effected if (a) no Event of Default exists both prior to and
after giving effect to such sale, conveyance or transfer and (b) such sale,
conveyance or transfer is not prohibited under Section 6.7 above.

     

    6.9           [Reserved].

     

    6.10         Affiliate
Transactions.  The Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly, enter into or permit to exist any
transaction or series of transactions (including, but not limited to, the
purchase, sale, lease or exchange of Property, the making of any investment, the
giving of any guaranty, the assumption of any obligation or the rendering of any
service) with any of their Affiliates unless such transaction or series of
transactions is on terms no less favorable to the Borrower or any Subsidiary, as
applicable, than those that could be obtained in a comparable arm's length
transaction with a Person that is not such an affiliate, provided that the
foregoing restriction shall not apply to transactions between or among the
Borrower and any of its wholly-owned Subsidiaries or between and among any
wholly-owned Subsidiaries.

     

    6.11         Line of
Business.  The Borrower shall not, nor shall it permit any
Subsidiary to, change the character of its business such that the principal
business of the Borrower and its Subsidiaries is not contract drilling or
manufacturing substantially as conducted on the date of this
Agreement.

     

    6.12         Compliance
with ERISA.  Except for matters that individually or in the
aggregate could not reasonably be expected to result in a Material Adverse
Change, the Borrower shall not, nor shall it permit any Subsidiary to, directly
or indirectly: (a) engage in any transaction in connection with which the
Borrower or any Subsidiary could be subjected to either a civil penalty assessed
pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43
of Subtitle D of the Code; (b) fail to make, or permit any member of the
Controlled Group to fail to make, full payment when due of all amounts which,
under the provisions of any Plan, agreement relating thereto or applicable law,
the Borrower, a Subsidiary or member of the Controlled Group is required to pay
as contributions thereto; (c) fail to cause, or allow any Subsidiary or any
member of the Controlled Group to fail to cause, any Plan to comply with the
minimum funding standard under Section 302 of ERISA or Section 412 of the Code;
(d) permit, or allow any member of the Controlled Group to permit, the actuarial
present value of the benefit liabilities (as "actuarial present value of the
benefit liabilities" shall have the meaning specified in section 4041 of ERISA)
under any Plan that is regulated under Title IV of ERISA to exceed the current
value of the assets (computed on a plan termination basis in accordance with
Title IV of ERISA) of such Plan allocable to such benefit liabilities; (e)
incur, or permit any member of the Controlled Group to incur, a liability to or
on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of
ERISA; or (f) fail to cause, or permit any member of the Controlled Group
to fail to cause, any Plan to comply with the requirements of Section 436 of the
Code.

     

    6.13         Limitation
on Accounting Changes or Changes in Fiscal Periods.  The
Borrower shall not, nor shall it permit any of its Subsidiaries to permit (a)
any change in any of its accounting policies affecting the presentation of
financial statements or reporting practices, except as required or permitted by
GAAP or (b) the fiscal year of the Borrower or any of its Subsidiaries to end on
a day other than December 31 or change the Borrower's method of determining
fiscal quarters.

     

    
      
         


      

      
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    6.14         Hedging
Arrangements.  The Borrower shall not, nor shall it permit any
Subsidiary to, (a) purchase, assume, or hold a speculative position in any
commodities market or futures market or enter into any Hedging Arrangement for
speculative purposes; or (b) be party to or otherwise enter into any Hedging
Arrangement which is entered into for reasons other than as a part of its normal
business operations as a risk management strategy and/or hedge against changes
resulting from market conditions related to the Borrower's or its Subsidiaries'
operations.

     

    6.15         Debt to
Capitalization Ratio.  The Borrower shall not permit the Debt
to Capitalization Ratio, at the end of each fiscal quarter of the Borrower, to
be greater than 50%.

     

    ARTICLE
VII

    DEFAULT
AND REMEDIES

     

    7.1           Events of
Default.  The occurrence of any of the following events shall
constitute an "Event of Default" under this Agreement and any other Credit
Document:

     

    (a)                 Payment
Failure.  Any Credit Party (i) fails to pay any principal when
due under this Agreement or (ii) fails to pay, within three Business Days of
when due, any other amount due under this Agreement or any other Credit
Document, including payments of interest, fees, reimbursements, and
indemnifications;

     

    (b)                 False Representation or
Warranties.  Any representation or warranty made or deemed to
be made by any Credit Party or any Responsible Officer thereof in this
Agreement, in any other Credit Document or in any certificate delivered in
connection with this Agreement or any other Credit Document is incorrect, false
or otherwise misleading in any material respect at the time it was made or
deemed made;

     

    (c)                 Breach of
Covenant.  (i) Any breach by any Credit Party of any of the
covenants in Section 5.2(a), Section 5.2(b), Section 5.2(d), or Article VI of
this Agreement or (ii) any breach by any Credit Party of any other covenant
contained in this Agreement or any other Credit Document and such breach is not
cured within 30 days after the earlier of the date notice thereof is given to
the Borrower by any Lender Party or the date any Responsible Officer of the
Borrower or any other Subsidiary obtained actual knowledge thereof;

     

    (d)                 Guaranty.  The
Guaranty shall at any time (before its expiration according to its terms) and
for any reason cease to be in full force and effect and valid and binding on the
Guarantors party thereto or shall be contested by any party thereto; any
Guarantor shall deny it has any liability or obligation under such Guaranty; or
any Guarantor shall cease to exist other than as expressly permitted by the
terms of this Agreement;

     

    (e)                 Cross-Default. (i)
The Borrower or any Subsidiary shall fail to pay any principal of or premium or
interest on its Debt which is outstanding in a principal amount of at least
$50,000,000.00 individually or when aggregated with all such Debt of such
Persons so in default (but excluding Debt constituting Obligations) 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; (ii) any other event shall occur or
condition shall exist under any agreement or instrument relating to Debt which
is outstanding in a principal amount of at least $50,000,000.00 individually or
when aggregated with all such Debt of such Persons so in default (other than
Debt constituting Obligations), and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the effect of such
event or condition is to accelerate, or to permit the acceleration of, the
maturity of such Debt prior to the stated maturity thereof; or (iii) any
such Debt which is outstanding in a principal amount of at least $50,000,000.00
individually or when aggregated with all such Debt of such Persons so in default
shall be declared to be due and payable, or required to be prepaid (other than
by a regularly scheduled required prepayment); provided that, for purposes of
this subsection 7.1(e), the "principal amount" of the obligations in respect of
any Hedging Arrangements at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that would be required to be paid if
such Hedging Arrangements were terminated at such time;

     

    
      
         


      

      
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    (f)                 Bankruptcy and
Insolvency.  (i) The Borrower shall terminate its existence or
dissolve or (ii) any Credit Party (A) admits in writing its inability to pay its
debts generally as they become due; makes an assignment for the benefit of its
creditors; consents to or acquiesces in the appointment of a receiver,
liquidator, fiscal agent, or trustee of itself or any of its Property; files a
petition under any Debtor Relief Law; or consents to any reorganization,
arrangement, workout, liquidation, dissolution, or similar relief under any
Debtor Relief Law, (B) shall have had, without its consent, any court enter an
order appointing a receiver, liquidator, fiscal agent, or trustee of itself or
any of its Property; any petition filed against it seeking reorganization,
arrangement, workout, liquidation, dissolution or similar relief under any
Debtor Relief Law and such petition shall not be dismissed, stayed, or set aside
for an aggregate of 60 days, whether or not consecutive or (C) shall have had
any order for relief entered by a court under any Debtor Relief
Law;

     

    (g)                 Adverse
Judgment.  The Borrower or any Subsidiary suffers final
judgments against any of them since the date of this Agreement in an aggregate
amount, less any insurance proceeds covering such judgments which are received
or as to which the insurance carriers admit liability, greater than
$50,000,000.00 and either (i) execution and/or seizure proceedings shall have
been commenced by any creditor upon such judgments or (ii) there shall be any
period of 30 consecutive days during which a stay of enforcement of such
judgments, by reason of a pending appeal or otherwise, shall not be in
effect;

     

    (h)                 Termination
Events.  Any Termination Event 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, such Termination Event shall not have been
corrected and shall have created and caused to be continuing a material risk of
Plan termination or liability for withdrawal from the Plan as a "substantial
employer" (as defined in Section 4001(a)(2) of ERISA), which termination could
reasonably be expect to result in a liability of, or liability for withdrawal
could reasonably be expected to be, greater than $50,000,000.00;

     

    (i)                 Plan
Withdrawals.  The Borrower or any member of the Controlled
Group as employer under a Multiemployer Plan shall have made a complete or
partial withdrawal from such Multiemployer Plan and such withdrawing employer
shall have incurred a withdrawal liability in an annual amount exceeding
$50,000,000.00;

     

    (j)                 ERISA
Liabilities.  Any event occurs creating any ERISA Liabilities
which could reasonably be expected to result in a Material Adverse Change and
such event is not cured within 60 days from the occurrence of such event;
or

     

    (k)                 Change in
Control.  The occurrence of a Change in Control.

     

    7.2           Optional
Acceleration of Maturity.  If any Event of Default (other than
an Event of Default pursuant to Section 7.1(f)) shall have occurred and be
continuing, then, and in any such event,

     

    
      
         


      

      
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    (a)                 the
Administrative Agent (i) shall at the request, or may with the consent, of
the Majority Revolving Lenders, by notice to the Borrower, declare that the
obligation of each Revolving Lender, the Swingline Lender and each Issuing
Lender to make Credit Extensions shall be terminated, whereupon the same shall
forthwith terminate, (ii) shall at the request, or may with the consent, of the
Majority Term Lenders, by notice to the Borrower, declare that the obligation of
each Term Lender to make Credit Extensions shall be terminated, whereupon the
same shall forthwith terminate, and (iii) shall at the request, or may with the
consent, of the Majority Lenders, by notice to the Borrower, declare all
outstanding Advances, all interest thereon, and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon such Advances, all
such interest, and all such amounts shall become and be forthwith due and
payable in full, without presentment, demand, protest or further notice of any
kind (including, without limitation, any notice of intent to accelerate or
notice of acceleration), all of which are hereby expressly waived by the
Borrower,

     

    (b)                 the
Borrower shall, on demand of the Administrative Agent at the request or with the
consent of the Majority Revolving Lenders, deposit with the Administrative Agent
into the Cash Collateral Account an amount of cash equal to 103% of the
outstanding Letter of Credit Exposure as security for the Obligations to the
extent the Letter of Credit Obligations are not otherwise paid or cash
collateralized at such time, and

     

    (c)                 the
Administrative Agent shall at the request of, or may with the consent of, the
Majority Lenders proceed to enforce its rights and remedies under the Guaranty
or any other Credit Document by appropriate proceedings.

     

    7.3           Automatic
Acceleration of Maturity.  If any Event of Default pursuant to
Section 7.1(f) shall occur,

     

    (a)                 the
obligation of each Lender, the Swingline Lender and each Issuing Lender to make
Credit Extensions shall immediately and automatically be terminated and all
Advances, all interest on the Advances, and all other amounts payable under this
Agreement shall immediately and automatically become and be due and payable in
full, without presentment, demand, protest or any notice of any kind (including,
without limitation, any notice of intent to accelerate or notice of
acceleration), all of which are hereby expressly waived by the
Borrower,

     

    (b)                 the
Borrower shall deposit with the Administrative Agent into the Cash Collateral
Account an amount of cash equal to 103% of the outstanding Letter of Credit
Exposure as security for the Obligations to the extent the Letter of Credit
Obligations are not otherwise paid or cash collateralized at such time,
and

     

    (c)                 the
Administrative Agent shall at the request of, or may with the consent of, the
Majority Lenders proceed to enforce its rights and remedies under the Guaranty
or any other Credit Document by appropriate proceedings.

     

    7.4           Set-off.  If an Event of
Default shall have occurred and be continuing, each Lender Party and each of
their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender Party or any such Affiliate 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 this Agreement
or any other Credit Document to such Lender Party, irrespective of whether or
not such Lender Party shall have made any demand under this Agreement or any
other Credit Document and although such obligations of any Credit Party may be
contingent or unmatured or are owed to a branch or office of such Lender Party
different from the branch or office holding such deposit or obligated on such
indebtedness.  In the event that any Defaulting Lender shall exercise
any right of setoff, (a) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the
provisions of Section 2.16 and, pending such payment, shall be segregated by
such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent and the Lenders, and (b) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which
it exercised such right of setoff.   The rights
of the Lender Parties and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
the Lender Parties and their respective Affiliates may have.  Each
Lender Party agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and
application.

     

    
      
         


      

      
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    7.5           Remedies
Cumulative, No Waiver.  No right, power, or remedy conferred to
any Lender Party in this Agreement or the Credit Documents, or now or hereafter
existing at law, in equity, by statute, or otherwise shall be exclusive, and
each such right, power, or remedy shall to the full extent permitted by law be
cumulative and in addition to every other such right, power or
remedy.  No course of dealing and no delay in exercising any right,
power, or remedy conferred to any Lender Party in this Agreement and the Credit
Documents or now or hereafter existing at law, in equity, by statute, or
otherwise shall operate as a waiver of or otherwise prejudice any such right,
power, or remedy.  Any Lender Party may cure any Event of Default
without waiving the Event of Default.  No notice to or demand upon the
Borrower shall entitle the Borrower to similar notices or demands in the
future.

     

    7.6           Application
of Payments.

     

    (a)                 Prior to Event of
Default.  Prior to an Event of Default, all payments made
hereunder shall be applied as directed by the Borrower, but such payments are
subject to the terms of this Agreement.

     

    (b)                 After Event of
Default.  If an Event of Default has occurred and is
continuing, any amounts received or collected from, or on account of assets held
by, any Credit Party shall be applied to the Obligations by the Administrative
Agent in the following order and manner:

     

    (i)                     First,
to payment of that portion of such Obligations constituting fees, indemnities,
expenses, and other amounts (other than principal and interest but including
fees, charges, and disbursements of counsel to the Administrative Agent and
amounts payable under Sections 2.11, 2.12, and 2.14) payable by any Credit Party
to the Administrative Agent in its capacity as such;

     

    (ii)                    Second,
to payment of that portion of such Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable by any Credit
Party to the Lender Parties (including fees, charges and disbursements of
counsel to the respective Lender Parties and amounts payable under Article II),
ratably among Lender Parties;

     

    (iii)                   Third,
to payment of that portion of such Obligations constituting accrued and unpaid
interest, allocated ratably among the Lender Parties;

     

    (iv)                   Fourth,
to payment of that portion of the Obligations constituting unpaid principal of
the Obligations payable by any Credit Party allocated ratably among the Lender
Parties;

     

    
      
         


      

      
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    (v)                      Fifth,
to the Administrative Agent for the account of the Issuing Lenders, ratably
among the Issuing Lenders, to cash collateralize that portion of the Letter of
Credit Obligations comprised of the aggregate undrawn amount of Letters of
Credit;

     

    (vi)                     Sixth,
to the remaining Obligations owed by any Credit Party including all Obligations
for which the Borrower is liable as a Guarantor, allocated among such remaining
Obligations as determined by the Administrative Agent and the Majority Lenders
and applied to such Obligations in the order specified in this clause (b);
and

     

    (vii)                    Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in
full, the Letters of Credit have been terminated or cash collateralized and all
Commitments have been terminated, to Borrower or as otherwise required by any
Legal Requirement.

     

    Subject
to Section 2.3(i), amounts used to Cash Collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause Fifth above shall be applied to
satisfy drawings under such Letters of Credit as they occur.  If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

    


    ARTICLE
VIII

    THE
ADMINISTRATIVE AGENT AND ISSUING LENDERS

     

    8.1           Appointment
and Authority.  Each Lender and
each Issuing Lender hereby irrevocably (a) appoints Wells Fargo to act on its
behalf as the Administrative Agent hereunder and under the other Credit
Documents, and (b) authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto.  The provisions of this Article
VIII are solely for the benefit of 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.

     

    8.2           Rights as
a Lender.  The Person
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender 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 or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any other Subsidiary or other Affiliate thereof as if such
Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lenders.

     

    8.3           Exculpatory
Provisions.  None of the Administrative Agent or the Issuing
Lenders shall have any duties or obligations except those expressly set forth
herein and in the other Credit Documents. Without limiting the generality of the
foregoing, none of the Administrative Agent or the Issuing Lenders:


     

    (a)                 shall
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;


    
      
         


      

      
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    (b)                 shall
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Credit Documents that the Administrative Agent is required to
exercise as directed in writing by the Majority Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Credit Documents), provided that Administrative Agent or an Issuing Lender
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent or such Issuing Lender to
liability or that is contrary to any Credit Document or Legal Requirement;
and

     

    (c)                 shall,
except as expressly set forth herein and in the other Credit Documents, have any
duty to disclose, nor shall it be liable for the failure to disclose, any
information relating to the Borrower, any other Credit Party or any of their
respective Affiliates that is communicated to or obtained by the Person serving
as the Administrative Agent, an Issuing Lender or any of its Affiliates in any
capacity.

     

    None of the Administrative Agent or the
Issuing Lenders shall be liable for any action taken or not taken by it
(i) with the consent or at the request of the Majority Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent or such Issuing Lender shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 9.2 and 7.1) or
(ii) in the absence of its own gross negligence or willful
misconduct.  None of the Administrative Agent and the Issuing Lenders
shall be deemed to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent or such Issuing
Lender by the Borrower or a Lender Party.

     

    None of the Administrative Agent or the
Issuing Lenders shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any
other Credit Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent or satisfaction of any
condition that expressly refers to the matters described therein being
acceptable or
satisfactory to such Agent or the Issuing Bank.

     

    8.4           Reliance
by Administrative Agent and the Issuing Lenders.  Each of the
Administrative Agent and the Issuing Lenders shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person.  Each of the
Administrative Agents and the Issuing Lenders also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Credit Extension that by its terms must be fulfilled to the
satisfaction of a Lender or an Issuing Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender or Issuing Lender
unless the Administrative Agent shall have received notice to the contrary from
such Lender or Issuing Lender prior to the making of such Credit
Extension.  The Administrative Agent or an Issuing Lender may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
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    8.5           Delegation
of Duties.  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.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

     

    8.6           Resignation
of Administrative Agent or Issuing Lender.  The Administrative
Agent or an Issuing Lender may at any time give notice of its resignation to the
other Lender Parties and the Borrower.  Upon receipt of any such
notice of resignation, the Majority Lenders shall have the right, with the
approval of the Borrower unless an Event of Default has occurred and is
continuing, to appoint a successor Administrative Agent and/or a successor
Issuing Lender.  If no such successor shall have been so appointed and
shall have accepted such appointment within 30 days after Wells Fargo gives
notice of its resignation, then Wells Fargo may on behalf of the Lenders,
appoint a successor agent with the approval of the Borrower (such approval not
to be unreasonably withheld or delayed) unless an Event of Default has occurred
and is continuing.  Once a Person has accepted such appointment, then
such resignation shall become effective in accordance with such notice and such
Person shall be discharged from its duties and obligations as Administrative
Agent and/or Issuing Lender hereunder and under the other Credit Documents
(except that such Issuing Lender shall remain the Issuing Lender with respect to
any Letters of Credit outstanding on the effective date of its resignation and
the provisions affecting the Issuing Lender with respect to such Letters of
Credit shall inure to the benefit of such Person until the termination of all
such Letters of Credit issued by such Person).  Upon the acceptance of
a successor's appointment as Administrative Agent or Issuing Lender hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent
or Issuing Lender, as applicable, and the retiring Administrative Agent or
Issuing Lender, as applicable, shall be discharged from all of its duties and
obligations hereunder or under the other Credit Documents (if not already
discharged therefrom as provided above in this paragraph).  The fees
payable by the Borrower to a successor Administrative Agent or Issuing Lender,
as applicable shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor.  After the
retiring Administrative Agent's or Issuing Lender's resignation hereunder and
under the other Credit Documents, the provisions of this Article and Sections
9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit
of such retiring Administrative Agent and Issuing Lender, 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 retiring Administrative Agent or Issuing
Lender, as applicable, was acting as Administrative Agent or Issuing
Lender.

     

    8.7           Non-Reliance
on Administrative Agent and Other Lenders.  Each Lender Party
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender Party or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this
Agreement.  Each Lender Party also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender Party or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Credit Document or any related agreement or any document furnished
hereunder or thereunder.  In this regard, each party hereto
acknowledges that Bracewell & Giuliani LLP is acting in this transaction as
special counsel to the Administrative Agent only.  Each other party
hereto will consult with its own legal counsel to the extent that it deems
necessary in connection with the Credit Documents and the matters contemplated
therein.


    
      
         


      

      
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    Each Lender shall be deemed (a) by
delivering its signature page to this Agreement and making any Advance on the
Closing Date to have consented to, approved or accepted each Credit Document and
each other document or other matter referred to in Section 3.1 or 3.2 required
to be consented to or approved by or acceptable or satisfactory to the
Administrative Agent, the Arrangers or the Lenders and to have been satisfied
with the satisfaction of all other conditions precedent required to be satisfied
under Section 3.1 or 3.2 and (b) by making any Advance after the Closing Date to
have been satisfied with the satisfaction of the conditions precedent required
to be satisfied in connection therewith under Section 3.3.

     

    8.8           No Other
Duties, etc.  Anything herein to the contrary notwithstanding,
none of the Joint Bookrunners, Arrangers, Syndication Agent and Documentation
Agent 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, a Lender or
an Issuing Lender hereunder.

     

    ARTICLE
IX

    MISCELLANEOUS

     

    9.1           Expenses;
Indemnity; Damage Waiver.

     

    (a)                 Costs and
Expenses.  The Borrower shall pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates (including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Credit Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by
Issuing Lender in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by any Lender Party (including the fees, charges
and disbursements of any counsel for any Lender Party), in connection with the
enforcement or protection of its rights (A) in connection with this
Agreement and the other Credit Documents, including its rights under this
Section, or (B) in connection with the Advances made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Advances or Letters of
Credit.

     

    (b)                 Indemnification by the
Borrower.  The Borrower shall, and does hereby indemnify, the
Administrative Agent (and any sub-agent thereof), each Lender and each Issuing
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred
by any Indemnitee or asserted against any Indemnitee by any third party arising
out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Credit Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, the consummation of the
Transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Credit Documents,
(ii) any Advance or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by an Issuing Lender to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any
Subsidiary, or any Environmental Liability related in any way to the Borrower or
any Subsidiary, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Credit Party, and regardless of whether any Indemnitee is
a party thereto, IN ALL CASES,
WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (i) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of or
material breach of the Credit Documents by, such Indemnitee, if the Borrower or
such other Credit Party has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction or (ii)
arise solely as the result of a dispute among or between Indemnitees and do not
to any extent result from any act or omission on the part of any Credit Party or
its Related Parties (as determined by a court of competent jurisdiction in a
final, non-appealable judgment).


    
      
         


      

      
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    (c)                 Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), any Issuing Lender or any Related Party of any of the foregoing (and
without limiting its obligation to do so), each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), the Issuing Lenders or such
Related Party, as the case may be, such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent) or an Issuing Lender in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or an Issuing Lender in connection with such
capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section
2.5(e).

     

    (d)                 Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, no Credit Party shall assert, and each such party hereto hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Credit Document or any agreement or instrument contemplated hereby, the
Transactions contemplated hereby or thereby, any Advance or Letter of Credit or
the use of the proceeds thereof.

     

    (e)                 Electronic
Communications.  No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Credit Documents or the transactions
contemplated hereby or thereby unless such damages result from a breach of the
confidentiality provisions of Section 9.8 or except where the same are a result
of such party's gross negligence or willful misconduct.

     

    (f)           
      Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after written demand therefor.

     

    (g)                 Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent and any Issuing Lender, the replacement of any Lender, the termination of
the Commitments, termination or expiration of all Letters of Credit, and the
repayment, satisfaction or discharge of all the other
Obligations.


    
      
         


      

      
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    9.2           Waivers
and Amendments.  

     

    (a)                 No
amendment or waiver of any provision of this Agreement, the Notes, or any other
Credit Document, nor consent to any departure by any Credit Party 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 such agreement shall:

     

    (i) 
                     waive
any condition set forth in Section 3.2 without the written consent of the
Majority Term Lenders;

     

    (ii)                      increase
the Commitment of any Lender without the written consent of such
Lender;

     

    (iii)                     increase
the aggregate Commitments other than pursuant to Section 2.1(c) as in effect on
the date hereof without the written consent of each Lender;

     

    (iv)                     reduce
the principal amount of any Advance (other than prepayments or repayments in
accordance with the terms of this Agreement) or reduce the amount of or rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby); provided, however, that (i) only the
consent of the Majority Revolving Lenders shall be required to waive any
obligation of the Borrower to pay default interest pursuant to Section 2.9(d)
with respect to the Revolving Credit Facility, including with respect to any
amount payable thereunder or in connection therewith, and (ii) only the consent
of the Majority Term Lenders shall be required to waive any obligation of the
Borrower to pay default interest pursuant to Section 2.9(d) with respect to the
Term Loan Facility, including with respect to any amount payable thereunder or
in connection therewith;

     

    (v)                      postpone
the scheduled date of payment of the principal amount of any Advance, or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive
or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected
thereby;

     

    (vi)                     change
Section 2.5(e),
Section 7.6, this Section 9.2 or any other provision in any Credit Document
which expressly requires the consent of, or action or waiver by, all of the
Lenders, without the written consent of each Lender;

     

    (vii)                    amend,
modify or waive any provision in a manner that would alter the pro rata sharing
of payments to or disbursements by Lenders required thereby, without the written
consent of each Lender;

     

    (viii)                   release
any Guarantor from its obligation under any Guaranty except any Guarantor sold
as permitted by Sections 6.7 and 6.8, without the written consent of each
Lender;

     

    (ix)                     change
any of the provisions of this Section or the definition of "Majority Lenders",
"Majority Revolving Lenders" or "Majority Term Lenders" or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any consent
hereunder, without the  written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Issuing Lenders or the
Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Lenders or the Swingline Lender, as the case
may be.


    
      
         


      

      
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    (b)                 Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder or under any
other Credit Document (and any amendment, waiver or consent which by its terms
requires the consent of all Lenders, a majority in interest of Lenders under any
Facility or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lender); provided that any such
amendment, waiver or consent referred to in clause (ii), (iii), (iv) or (v)
above that, but for this sentence, would require the prior written consent of
such Defaulting Lender, will continue to require the consent of such Defaulting
Lender; and provided further that any such amendment, waiver or consent
requiring the consent of all Lenders or each affected Lender that by its terms
affects any Defaulting Lender more adversely than any other Lender whose consent
is so required shall require the consent of such Defaulting Lender.

     

    (c)                 Notwithstanding
anything to the contrary contained in this Section 9.2 Credit Documents executed
by Subsidiaries in connection with this Agreement may be in a form reasonably
determined by the Administrative Agent and may be, together with this Agreement,
amended and waived with the consent of the Administrative Agent at the request
of the Borrower without the need to obtain the consent of any other Lender if
such amendment or waiver is delivered in order (i) to comply with local Law or
advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause
such Credit Documents to be consistent with this Agreement and the other Credit
Documents.

     

    9.3           Severability.  In
case one or more provisions of this Agreement or the other Credit Documents
shall be invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality, and enforceability of the remaining provisions
contained herein or therein shall not be affected or impaired
thereby.  The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

     

    9.4           Survival
of Representations and Obligations.  All representations and
warranties contained in this Agreement or made in writing by or on behalf of the
Borrower in connection herewith shall survive the execution and delivery of this
Agreement and the other Credit Documents, the making Credit Extensions and any
investigation made by or on behalf of the Lenders, none of which investigations
shall diminish any Lender's right to rely on such representations and
warranties.  All obligations of the Borrower provided for in
Sections 2.11, 2.12, 2.14(b), and 9.1(a), (b) and (d) and all of the
obligations of the Lenders in Section 9.1(c) and Section 9.8 shall survive any
termination of this Agreement, repayment in full of the Obligations, and
termination or expiration of all Letters of Credit.

     

    9.5           Successors
and Assigns Generally.  The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender Party and no Lender may assign
or otherwise transfer any of its rights or obligations hereunder except
(a) to an Eligible Assignee in accordance with the provisions of Section
9.6(a), (b) by way of participation in accordance with the provisions of
Sections 9.6(c) and 9.6(d) or (c) by way of pledge or assignment of a
security interest subject to the restrictions of Section 9.6(e) (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in Section 9.6(c) and, to the extent expressly contemplated hereby, the
Related Parties of the Administrative Agent and each Lender) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.


    
      
         


      

      
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    9.6           Lender
Assignments and Participations.

     

    (a)                 Assignments by
Lenders.  Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Advances at the
time owing to it); provided that any such assignment shall be subject to the
following conditions:

     

    (i)
                      Minimum
Amounts.

     

    (A)     in
the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment under any Facility or the Advances at the time owing to it
under such Facility or in the case of an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund, no minimum amount need be assigned;
and

    


    (B)      in
any case not described in paragraph (a)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Advances outstanding
thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Advances of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent or, if
"Trade Date" is specified in the Assignment and Acceptance, as of the Trade
Date) shall not be less than $10,000,000, unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed); provided, however, that concurrent assignments to members of an
Assignee Group and concurrent assignments from members of an Assignee Group to a
single Eligible Assignee (or to an Eligible Assignee and members of its Assignee
Group) will be treated as a single assignment for purposes of determining
whether such minimum amount has been met.

    


    (ii)                      Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Advance or the Commitment
assigned, except that this clause (ii) shall not prohibit any Lender from
assigning all or a portion of its rights and obligations among separate
Facilities on a non-pro rata basis.

     

    (iii)                     Required
Consents.  No consent shall be required for any assignment
except to the extent required by paragraph (a)(i)(B) of this Section and, in
addition:

     

    (A)      the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required for assignments in respect of the Revolving Credit
Facility if such assignment is to a Person that is not Lender under the
Revolving Credit Facility, an Affiliate of such Lender or any Approved Fund with
respect to such Lender, provided that no such consent shall be required if an
Event of Default shall have occurred and is continuing; provided that the
Borrower shall be deemed to have consented to any such assignment unless it
shall have objected thereto by written notice to the Administrative Agent within
five (5) Business Days after having received notice thereof;

    


    (B)       the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required (1) for assignments in respect of the
Revolving Credit Facility if such assignment is to a Person that is not a Lender
under the Revolving Credit Facility, an Affiliate of such Lender or an Approved
Fund with respect to such Lender or (2) for assignments of Term Commitments to a
Person who is not a Lender, an Affiliate of a Lender or an Approved Fund;
and


    
      
         


      

      
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    (C)       the
consent of the Issuing Bank and the Swingline Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment in
respect of the Revolving Credit Facility.

    


    (iv)                     Assignment and
Acceptance.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment; and provided, further, that
only one such fee shall be payable in the event of contemporaneous assignments
to members of an Assignee Group and concurrent assignments from members of an
Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
members of its Assignee Group).  The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative
Questionnaire.

     

    (v)                      No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

     

    (vi)                     Defaulting Lenders;
Borrower.  No assignment shall be made to any Defaulting
Lender, Potential Defaulting Lender or any of their respective Subsidiaries, or
any Person who, upon becoming a Lender hereunder, would constitute any of the
foregoing Persons.  No assignment shall be made to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.

     

    Subject to acceptance and recording
thereof by the Administrative Agent pursuant to paragraph (b) of this
Section,  from and after the effective date specified in each
Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 2.11, 2.12, 2.14(b), 9.1(a),
9.1(b), 9.1(c), and 9.1(d) with respect to facts
and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
paragraph (c) of this Section.

    


    In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto
set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or sub-participations, or other compensating
actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent or any Lender hereunder (and interest accrued thereon)
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans
and participations in Letters of Credit in accordance with its Applicable
Percentage.  Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


    
      
         


      

      
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    (b)                 Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Charlotte, North Carolina or
Houston, Texas a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Advances owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive absent manifest error, and the Borrower and the
Lender Parties may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  At any reasonable
time and from time to time upon reasonable prior notice, the Register shall be
available (i) for inspection by the Borrower and (ii) for inspection by each
Lender as to its Commitment and principal amount of Advances owing to
it.

     

    (c)                 Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower, any
other Credit Party or the Administrative Agent, sell participations to any
Person (other than a natural person or the Borrower or any of the Borrower's
Affiliates or other Subsidiaries) (each, a "Participant") in all or a portion of
such Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitments and/or the Advances owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower and
the Lender Parties shall continue to deal solely and directly with such Lender
Party in connection with such Lender Party's rights and obligations under this
Agreement.

     

    Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clauses
(a), (b), (c) or (d) of this Section 9.6 (that adversely affects such
Participant).  Subject to paragraph (d) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of, and
subject to the requirements of, Sections 2.11, 2.12 and 2.14 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (a) of this Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 7.4 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.13(f) as though it were a
Lender.

    


    (d)                 Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 2.12 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.14 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.14(e), in
which case Section 2.14 shall be applied as if such Participant had become a
Lender and had acquired its interest by assignment pursuant to paragraph (a) of
this Section; provided that, in no event shall such Participant be entitled to
receive any greater payment under Section 2.14 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant.

     

    (e)                 Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party
hereto.


    
      
         


      

      
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    9.7           Notices,
Etc.  

     

    (a)                 Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in paragraph (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by facsimile as
follows: (i) if to the Borrower or any other Credit Party, at the applicable
address (or facsimile numbers) set forth on Schedule IV; (ii) if to the
Administrative Agent or an Issuing Lender, at the applicable address (or
facsimile numbers) set forth on Schedule IV; and (iii) if to a Lender, to it at
its address (or facsimile number) set forth in its Administrative
Questionnaire.  Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by facsimile shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall
be deemed to have been given at the opening of business on the next business day
for the recipient).  Notices delivered through electronic
communications to the extent provided in paragraph (b) below, shall be effective
as provided in said paragraph (b).

     

    (b)                 Electronic
Communications.

     

    (i)               
       The Borrower and the Lenders agree
that the Administrative Agent may make any material delivered by the Borrower or
any other Credit Party to the Administrative Agent, as well as any amendments,
waivers, consents, and other written information, documents, instruments and
other materials relating to the Borrower, any other Subsidiary, or any other
materials or matters relating to this Agreement, the Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on an electronic delivery system (which
may be provided by the Administrative Agent, an Affiliate of the Administrative
Agent, or any Person that is not an Affiliate of the Administrative Agent), such
as IntraLinks, or a substantially similar electronic system (the "Platform");
provided that the foregoing shall not apply to notices to any Lender or Issuing
Lender pursuant to Article II if such Lender or Issuing Lender, as applicable,
has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication.  The Borrower
acknowledges that (i) the distribution of material through an electronic medium
is not necessarily secure and that there are confidentiality and other risks
associated with such distribution, (ii) the Platform is provided "as is" and "as
available" and (iii) none of the Administrative Agent nor any of their
respective Affiliates warrants the accuracy, completeness, timeliness,
sufficiency, or sequencing of the Communications posted on the
Platform.  The Administrative Agent and their respective Affiliates
expressly disclaim with respect to the Platform any liability for errors in
transmission, incorrect or incomplete downloading, delays in posting or
delivery, or problems accessing the Communications posted on the Platform and
any liability for any losses, costs, expenses or liabilities that may be
suffered or incurred in connection with the Platform.  No warranty of
any kind, express, implied or statutory, including, without limitation, 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 Administrative Agent or any of its Affiliates in connection with the
Platform.  Nothing in this Section 9.7(b) shall relieve the
Administrative Agent or any Lender from their obligations under Section
9.8.

     

    (ii)                      Each
Lender agrees that notice to it (as provided in the next sentence) (a "Notice")
specifying that any Communication has been posted to the Platform shall for
purposes of this Agreement constitute effective delivery to such Lender of such
information, documents or other materials comprising such
Communication.  Each Lender agrees (i) to notify, on or before the
date such Lender becomes a party to this Agreement, the Administrative Agent in
writing of such Lender's e-mail address to which a Notice may be sent (and from
time to time thereafter to ensure that the Agent has on record an effective
e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.


    
      
         


      

      
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    (c)                 Change of Address,
Etc.  Any party hereto may change its address or facsimile
number for notices and other communications hereunder by notice to the other
parties hereto.

     

    9.8           Confidentiality.  The
Administrative Agent, each Lender and each Issuing Lender 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 partners, directors, officers, employees, agents, advisors and other
representatives (the "Representatives") (it being understood that the
Representative 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, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower or any
other Subsidiary and their respective obligations, (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 or
(y) becomes available to any Lender Party or any of their respective
Affiliates on a nonconfidential basis from a source other than a Credit
Party.  For purposes of this Section,  "Information" means
all information received from the Borrower or any other Subsidiary relating to
the Borrower or any other Subsidiary or any of their respective businesses,
other than any such information that is available to Lender Party on a
nonconfidential basis prior to disclosure by the Borrower or any other
Subsidiary.  Any Person required to maintain the confidentiality of
Information as provided in this Section 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.  The Administrative Agent,
each Lender and each Issuing Lender agrees to be responsible for any breaches of
this Section 9.8 by its Representatives.

     

    9.9           [Reserved].


    
      
         


      

      
        -77-

        
          

        

      

      
         


      

    


    9.10         Usury Not
Intended.  It is the intent of the Borrower and each Lender in
the execution and performance of this Agreement and the other Credit Documents
to contract in strict compliance with applicable usury laws, including conflicts
of law concepts, governing the Advances of each Lender including such applicable
laws of the State of New York, the United States from time to time in effect,
and any other jurisdiction whose laws may be mandatorily applicable to such
Lender notwithstanding the other provisions of this Agreement.  In
furtherance thereof, the Lenders and the Borrower stipulate and agree that none
of the terms and provisions contained in this Agreement or the other Credit
Documents shall ever be construed to create a contract to pay, as consideration
for the use, forbearance or detention of money, interest at a rate in excess of
the Maximum Rate and that for purposes of this Agreement and all other Credit
Documents, "interest" shall include the aggregate of all charges which
constitute interest under such laws that are contracted for, charged or received
under this Agreement or any other Credit Document; and in the event that,
notwithstanding the foregoing, under any circumstances the aggregate amounts
taken, reserved, charged, received or paid on the Obligations, include amounts
which by applicable law are deemed interest which would exceed the Maximum Rate,
then such excess shall be deemed to be a mistake and each Lender receiving same
shall credit the same on the principal of the Obligations owing to such Lender
(or if all such Obligations shall have been paid in full, refund said excess to
the Borrower).  In the event that the maturity of the Obligations are
accelerated by reason of any election of the holder thereof resulting from any
Event of Default under this Agreement or otherwise, or in the event of any
required or permitted prepayment, then such consideration that constitutes
interest may never include more than the Maximum Rate, and excess interest, if
any, provided for in this Agreement or otherwise shall be canceled automatically
as of the date of such acceleration or prepayment and, if theretofore paid,
shall be credited on the applicable Obligations (or, if the applicable
Obligations shall have been paid in full, refunded to the Borrower of such
interest).  In determining whether or not the interest paid or payable
under any specific contingencies exceeds the Maximum Rate, the Borrower and the
Lenders shall to the maximum extent permitted under applicable law amortize,
prorate, allocate and spread in equal parts during the period of the full stated
term of the Advances all amounts considered to be interest under applicable law
at any time contracted for, charged, received or reserved in connection with the
Obligations.  The provisions of this Section shall control over all
other provisions of this Agreement or the other Credit Documents which may be in
apparent conflict herewith.

     

    9.11         Usury
Recapture.  In the event the rate of interest chargeable under
this Agreement or any other Credit Document at any time is greater than the
Maximum Rate, the unpaid principal amount of the Obligations shall bear interest
at the Maximum Rate until the total amount of interest paid or accrued on the
Obligations equals the amount of interest which would have been paid or accrued
on the Advances if the stated rates of interest set forth in this Agreement or
applicable Credit Document had at all times been in effect. In the event, upon
payment in full of the Obligations, the total amount of interest paid or accrued
under the terms of this Agreement and the Obligations is less than the total
amount of interest which would have been paid or accrued if the rates of
interest set forth in this Agreement or such Credit Document had, at all times,
been in effect, then the Borrower shall, to the extent permitted by applicable
law, pay the Administrative Agent for the account of the applicable Lender Party
an amount equal to the difference between (i) the lesser of (A) the
amount of interest which would have been charged on Obligations owed to it if
the Maximum Rate had, at all times, been in effect and (B) the amount of
interest which would have accrued on such Obligations if the rates of interest
set forth in this Agreement had at all times been in effect and (ii) the
amount of interest actually paid under this Agreement or any Credit Document on
Obligations owed to it.  In the event the any Lender Party ever
receive, collect or apply as interest any sum in excess of the Maximum Rate,
such excess amount shall, to the extent permitted by law, be applied to the
reduction of the principal balance of the Obligations, and if no such principal
is then outstanding, such excess or part thereof remaining shall be paid to the
Borrower.

     

    9.12         Payments
Set Aside.  To the extent that any payment by or on behalf of
the Borrower or any other Credit Party is made to any Lender Party, or any
Lender Party exercises its right of setoff, and such payment or the proceeds of
such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by any Lender Party in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender and each Issuing Lender
severally agrees to pay to the Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, in the applicable currency of such recovery or
payment.  The obligations of the Lenders and the Issuing Lenders under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.


    
      
         


      

      
        -78-

        
          

        

      

      
         


      

    


    9.13         Governing
Law; Submission to Jurisdiction.  

     

    (a)                 Governing
Law.  This Agreement, the Notes and the other Credit Documents
(unless otherwise expressly provided therein) shall be governed by, and
construed and enforced in accordance with, the laws of the State of New
York.

     

    (b)                 Submission to
Jurisdiction.  The Borrower irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
Federal or New York state court sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any other Credit Document, or for recognition or
enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
fullest extent permitted by applicable law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or in any other Credit Document shall
affect any right that any Lender Party may otherwise have to bring any action or
proceeding relating to this Agreement or any other Credit Document against any
Credit Party or its properties in the courts of any jurisdiction.

     

    (c)                 Waiver of
Venue.  The Borrower irrevocably and unconditionally waives, to
the fullest extent permitted by applicable law, any objection that it may now or
hereafter have to the laying of venue of any action or proceeding arising out of
or relating to this Agreement or any other Credit Document in any court referred
to in paragraph (b) of this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

     

    (d)                 Service of
Process.  Each party hereto irrevocably consents to service of
process in any manner permitted by applicable law.

     

    9.14         Execution.

     

    (a)                 Execution in
Counterparts.  This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Credit Documents, and
any separate letter agreements with respect to fees payable to the
Administrative Agent, constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter
hereof.

     

    (b)                 Electronic Execution of
Assignments.  The words "execution," "signed," "signature," and
words of like import in any Assignment and Acceptance shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
or any state laws based on the Uniform Electronic Transactions
Act.


    
      
         


      

      
        -79-

        
          

        

      

      
         


      

    


    9.15         Waiver of
Jury.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

    9.16         USA
PATRIOT ACT Notice.  Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the
Act.  Promptly following a request from the Administrative Agent, a
Lender, or Issuing Lender, the Borrower hereby agree to deliver all
documentation and other information that the Administrative Agent, a Lender, or
an Issuing Lender, as applicable, may reasonably request in order to comply with
its ongoing obligations under applicable "know your customer" and anti-money
laundering rules and regulations, including the Act.

     

    9.17         No
Fiduciary Duty.  Each Lender Party may have economic interests
that conflict with those of Borrower.  Borrower agrees that nothing in
the Credit Documents or otherwise will be deemed to create an advisory,
fiduciary or agency relationship or fiduciary or other implied duty between any
Lender Party and Borrower, its stockholders or its affiliates.  The
Borrower acknowledges and agrees that (a) the transactions contemplated by the
Credit Documents are arm’s-length commercial transactions between the Lender
Parties, on the one hand, and Borrower, on the other, (b) in connection
therewith and with the process leading to such transaction each of the Lender
Parties is acting solely as a principal and not the agent or fiduciary of
Borrower, its management, stockholders, creditors or any other person, (c) no
Lender Party has assumed an advisory or fiduciary responsibility in favor of
Borrower with respect to the transactions contemplated hereby or the process
leading thereto (irrespective of whether any Lender Party or any of its
affiliates has advised or is currently advising Borrower on other matters) or
any other obligation to Borrower except the obligations expressly set forth in
the Credit Documents and (d) Borrower has consulted its own legal and financial
advisors to the extent it deemed appropriate.  Borrower further
acknowledges and agrees that it is responsible for making its own independent
judgment with respect to such transactions and the process leading
thereto.  Borrower agrees that it will not claim that any Lender Party
has rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to Borrower, in connection with such transaction or the process
leading thereto.

     

    9.18         Termination
of Commitments under Existing Credit Facility.  The Existing
Credit Facility, guaranties, promissory notes and all other agreements,
documents and instruments executed in connection therewith except the Existing
Letters of Credit shall terminate on the Closing Date.  Execution of
this Agreement by Lenders who are parties to the Existing Credit Facility shall
constitute a waiver of the notice provisions in Sections 2.1(c) and 2.6(a) of
the Existing Credit Agreement. 

     

    [Remainder
of this page intentionally left blank.  Signature pages
follow.]


    
      
         


      

      
        -80-

        
          

        

      

      
         


      

    


    EXECUTED
as of the date first above written.

     

    
      
        	
                BORROWER:

              	
                ROWAN
      COMPANIES, INC.

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                /s/ William H. Wells

              
	 
      	
                Name:   William
      H. Wells

              
	 
      	
                Title:     Senior
      Vice President, Chief Financial Officer

              
	 
      	
                   and
      Treasurer

              


      

    

      

      Signature
page to Credit Agreement

      (Rowan
Companies, Inc.)

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                LENDER
      PARTIES:

              	
                WELLS
      FARGO BANK, NATIONAL ASSOCIATION

              
	 
      	
                as
      Administrative Agent, Swingline Lender, an Issuing

              
	 
      	
                Lender
      and a Lender

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                      
                  /s/
      Donald W. Herrick, Jr.

                

              
	 
      	
                Name: 

              	
                      
                  Donald
      W. Herrick, Jr.

                

              
	 
      	
                Title:

              	
                Director

              


      

    

      

    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      CITIBANK,
      N.A.

                    
	 
      	
                      as
      an Issuing Lender and a Lender

                    
	 
      	 
      
	 
      	
                      By: 

                    	/s/
      Robert H. Malleck
	 
      	
                      Name:  
      Robert H. Malleck

                    
	 
      	
                      Title:    
      Director

                    


            

          

        

      

    

      


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  DNB
      NOR BANK ASA

                
	 
      	
                  as
      an Issuing Lender and a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Cathleen Buckley

                  

                
	 
      	
                  Name: 

                	
                  Cathleen Buckley

                
	 
      	
                  Title:

                	
                  

                    First
      Vice President

                  

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Stian Lovseth

                  

                
	 
      	
                  Name: 

                	
                  Stian Lovseth

                
	 
      	
                  Title:

                	
                  Vice
      President

                


        

      

    

      

    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                ROYAL
      BANK OF CANADA

              
	 
      	
                as
      an Issuing Lender and a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/
      Jason S. York

                

              
	 
      	
                Name: 

              	
                Jason S. York

              
	 
      	
                Title:

              	
                

                  Authorized
      Signatory

                

              


      

    

     

    
      Signature
page to Credit Agreement

      (Rowan
Companies, Inc.)

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  BANK OF AMERICA, N.A.

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      William W. Stevenson

                  

                
	 
      	
                  Name: 

                	
                  
                    William
      W. Stevenson

                  

                
	 
      	
                  Title:

                	
                  
                    Vice
      President

                  

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  GOLDMAN SACHS BANK USA

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                        
                    /s/
      Mark Walton

                  

                
	 
      	
                  Name: 

                	
                        
                    Mark
      Walton

                  

                
	 
      	
                  Title:

                	
                        
                    Authorized
      Signatory

                  

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  UBS LOAN FINANCE LLC

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Irja R. Otsa

                  

                
	 
      	
                  Name: 

                	
                  
                    Irja
      R. Otsa

                  

                
	 
      	
                  Title:

                	
                  
                    Associate
      Director

                  

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  AMEGY BANK N.A.

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Kenyatta Gibbs

                  

                
	 
      	
                  Name: 

                	
                  
                    Kenyatta
      Gibbs

                  

                
	 
      	
                  Title:

                	
                  

                    Vice
      President

                  

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  BARCLAYS BANK PLC

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Ann Sutton

                  

                
	 
      	
                  Name: 

                	
                  Ann Sutton

                
	 
      	
                  Title:

                	
                  Director

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  HSBC BANK USA, N.A.

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/
      Anil Chandy

                  

                
	 
      	
                  Name: 

                	
                  Anil Chandy

                
	 
      	
                  Title:

                	
                  

                    Assistant
      Vice President

                  

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  MORGAN STANLEY BANK,
N.A.

                
	 
      	
                  as
      a Lender

                
	 
      	 
      
	 
      	
                  By:

                	
                  

                    /s/
      Sherrese Clarke

                  

                
	 
      	
                  Name: 

                	
                  Sherrese
      Clarke

                
	 
      	
                  Title:

                	
                  

                    Authorized
      Signatory

                  

                


        

      

    

    


    Signature
page to Credit Agreement

    (Rowan
Companies, Inc.)

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
I

    Pricing
Schedule

    


    The
Applicable Margin with respect to each Type and Class of Advance, the Letters of
Credit and the Commitment Fees shall be determined in accordance with the
following table based on the Borrower's Debt Rating.  Adjustments, if
any, to such Applicable Margin shall be effective on the date of a publicly
announced change in a Debt Rating and ending on the date immediately preceding
the effective date of the next such change.

    


    
      
        
          
            
              	 
      	 	 
      	 	
                      Revolving Credit

                      Facility

                      
                      

                    	 	 	
                      Term Loan Facility

                    	 	 	 	 
	
                      Applicable

                      Margin

                    	 	
                      Debt

                      Rating

                    	 	
                      Eurodollar

                      Margin

                    	 	 	
                      Base Rate

                      Margin

                    	 	 	
                      Eurodollar

                      Margin

                    	 	 	
                      Base Rate

                      Margin

                    	 	 	
                      Commitment

                      Fee

                    	 
	
                      Level
      I

                    	 	
                      BBB+/Baa1

                    	 	 	2.000	%	 	 	1.000	%	 	 	2.000	%	 	 	1.000	%	 	 	0.250	%
	
                      Level
      II

                    	 	
                      BBB/Baa2

                    	 	 	2.250	%	 	 	1.250	%	 	 	2.250	%	 	 	1.250	%	 	 	0.350	%
	
                      Level
      III

                    	 	
                      BBB-/Baa3

                    	 	 	2.375	%	 	 	1.375	%	 	 	2.375	%	 	 	1.375	%	 	 	0.450	%
	
                      Level
      IV

                    	 	
                      BB+/Ba1

                    	 	 	2.750	%	 	 	1.750	%	 	 	2.750	%	 	 	1.750	%	 	 	0.600	%
	
                      Level
      V

                    	 	
                      BB/Ba2

                    	 	 	3.000	%	 	 	2.000	%	 	 	3.000	%	 	 	2.000	%	 	 	0.750	%


            

          

        

      

    

    


    "Debt Rating" means,
as of any date of determination, the rating as determined by either
S&P or Moody's (collectively, the "Debt Ratings") of the
Borrower's secured unsecured debt; provided that (a) if a Debt Rating is issued
by each of the foregoing rating agencies, then the higher of such Debt Ratings
shall apply (with the Debt Rating for Pricing Level I being the highest and the
Debt Rating for Pricing Level V being the lowest), unless there is a split in
Debt Ratings of more than one Pricing Level, in which case the Applicable Margin
shall be determined by reference to the Pricing Level next below that of the
higher of the Debt Ratings; (b) if either Moody's or S&P (but not both)
shall have in effect a Debt Rating, then the Pricing Level shall be determined
by the Debt Rating issued by either Moody's or S&P, as the case may be; (c)
if neither Moody's nor S&P shall have in effect a Debt Rating (other than by
reason of the circumstances referred to in clause (d) of this definition), then
the Pricing Level shall be deemed to be Pricing Level V; and (d) if the rating
system of Moody's or S&P shall change, or if both such rating agencies shall
cease to be in the business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agencies and, pending the effectiveness of any such amendment, the
Applicable Margin shall be determined by reference to the rating most recently
in effect prior to such change or cessation.   For purposes of
this definition, "Pricing Level" refers to the corresponding row of the table
set forth in the definition of "Applicable Margin".

     

    Schedule
I

    Page 1 of
1

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
II

    


    Revolving
Commitments

    


    
      
        
          
            	
                    Lenders

                  	 	
                    Revolving

                    Commitment

                  	 	 	
                    Term 

                    Commitment

                  	 
	
                    Wells
      Fargo Bank, National Association

                  	 	$	32,291,666.68	 	 	$	45,208,333.32	 
	
                    Citibank,
      N.A.

                  	 	$	32,291,666.67	 	 	$	45,208,333.33	 
	
                    DnB
      Nor Bank ASA

                  	 	$	32,291,666.67	 	 	$	45,208,333.33	 
	
                    Royal
      Bank of Canada

                  	 	$	32,291,666.67	 	 	$	45,208,333.33	 
	
                    Bank
      of America, N.A.

                  	 	$	20,833,333.33	 	 	$	29,166,666.67	 
	
                    Goldman
      Sachs Bank USA

                  	 	$	20,833,333.33	 	 	$	29,166,666.67	 
	
                    UBS
      Loan Finance LLC

                  	 	$	20,833,333.33	 	 	$	29,166,666.67	 
	
                    Amegy
      Bank N.A.

                  	 	$	14,583,333.33	 	 	$	20,416,666.67	 
	
                    Barclays
      Bank PLC

                  	 	$	14,583,333.33	 	 	$	20,416,666.67	 
	
                    HSBC
      Bank USA, N.A.

                  	 	$	14,583,333.33	 	 	$	20,416,666.67	 
	
                    Morgan
      Stanley Bank, N.A.

                  	 	$	14,583,333.33	 	 	$	20,416,666.67	 
	
                    TOTAL:

                  	 	$	250,000,000.00	 	 	$	350,000,000.00	 


          

        

      

    

    


    Schedule
II

    Page 1 of
1

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
III

    


    Existing
Letters of Credit

    


    None.

    


    Schedule
III

    Page 1 of
1

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
IV

    


    Notice
Information

    


    
      
        
          
            
              
                
                  	
                          ADMINISTRATIVE AGENT AND ISSUING
      LENDER

                        
	
                          Wells
      Fargo Bank, National Association

                        	
                          Address:

                        	
                          1525
      W WT Harris Boulevard

                        
	 
      	 
      	
                          Charlotte,
      NC 28262

                        
	 
      	 
      	
                          Mail
      Code: D1109-019

                        
	 
      	
                          Attn:

                        	
                          Syndication
      Agency Services

                        
	 
      	
                          Telephone:

                        	
                          (704)
      590-2706

                        
	 
      	
                          Facsimile:

                        	
                          (704)
      590-2790

                        
	 
      	 
      	 
      
	 
      	
                          with a copy to:

                        	 
      
	 
      	
                          Address:

                        	
                          1000
      Louisiana, 9th Floor

                        
	 
      	 
      	
                          MAC
      T5002-090

                        
	 
      	 
      	
                          Houston,
      Texas  77002

                        
	 
      	
                          Attn:

                        	
                          C.
      David Allman, Director

                        
	 
      	
                          Telephone:

                        	
                          (713)
      319-1923

                        
	 
      	
                          Facsimile:

                        	
                          (713)
      739-1087

                        
	
                          ISSUING LENDER

                        
	
                          Wells
      Fargo Bank, National Association

                        	
                          Address:

                        	
                          1525
      W WT Harris Boulevard

                        
	 
      	 
      	
                          Charlotte,
      NC 28262

                        
	 
      	 
      	
                          Mail
      Code: D1109-019

                        
	 
      	
                          Attn:

                        	
                          Syndication
      Agency Services

                        
	 
      	
                          Telephone:

                        	
                          (704)
      590-2706

                        
	 
      	
                          Facsimile:

                        	
                          (704)
      590-2790

                        
	 
      	 
      	 
      
	 
      	
                          with a copy to:

                        	 
      
	 
      	
                          Address:

                        	
                          1000
      Louisiana, 9th Floor

                        
	 
      	 
      	
                          MAC
      T5002-090

                        
	 
      	 
      	
                          Houston,
      Texas  77002

                        
	 
      	
                          Attn:

                        	
                          C.
      David Allman, Director

                        
	 
      	
                          Telephone:

                        	
                          (713)
      319-1923

                        
	 
      	
                          Facsimile:

                        	
                          (713)
      739-1087

                        
	
                          Credit Parties

                        
	Borrower and
      Guarantors  	
                          Address:

                        	
                          2800
      Post Oak Blvd.

                        
	 
      	 
      	
                          Suite
      5450

                        
	 
      	 
      	
                          Houston,
      Texas 77056-6189

                        
	 
      	
                          Attn:

                        	
                          William
      H. Wells, Senior Vice President,

                        
	 
      	 
      	
                          Chief
      Financial Officer and Treasurer

                        
	 
      	
                          Telephone:

                        	
                          (713)
      960-7645

                        
	 
      	
                          Facsimile:
    

                        	
                          (713)
      960-7685

                        
	 
      	 
      	 
      
	 
      	
                          with a copy to:

                        	 
      
	 
      	
                          Attn:

                        	
                          Melanie
      M. Trent,

                        
	 
      	 
      	
                          Vice
      President and Corporate Secretary

                        
	 
      	
                          Telephone:

                        	
                          (713)
      986-6848

                        
	 
      	
                          Facsimile:

                        	
                          (713)
      960-7509

                        


                

              

            

          

        

      

    

    


    Schedule
IV

    Page 1 of
1

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
4.11

    


    Material
Subsidiaries

    


    Rowan
Drilling Company, Inc., a Texas corporation

    Atlantic
Maritime Services, Inc., a Texas corporation

    LeTourneau
Technologies, Inc., a Texas corporation

    RDC
Arabia Drilling, Inc., a Texas corporation

    LeTourneau
Technologies Drilling Systems, Inc., a Texas corporation

    RDC
Qatar, Inc., a Delaware corporation

    


    Schedule
4.11

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
6.1

    


    Existing
Debt

     

    
      	
              1.

            	
              Participation
      Agreement dated December 1, 1984 between the Company and Textron Financial
      Corporation et al. and Bareboat Charter dated December 1, 1984 between the
      Company and Textron Financial Corporation et al., as same has been
      extended by election to renew dated September 14,
  1999.

            


    

     

    
      	
              2.

            	
              5.88%
      U. S. Government Guaranteed Ship Financing Obligations, Gorilla VI Series,
      due March 2012, in the original principal amount of $171,007,000, secured
      by mobile offshore drilling unit Rowan Gorilla
      VI.

            


    

    


    
      	
              3.

            	
              2.8%
      U. S. Government Guaranteed Ship Financing Obligations, Gorilla VII
      Series, due October 2013, in the original principal amount of
      $185,398,000, secured by mobile offshore drilling unit Rowan Gorilla
      VII.

            


    

    


    
      	
              4.

            	
              3.158%
      U. S. Government Guaranteed Ship Financing Obligations, Gorilla VIII
      Series, due July 2021, in the original principal amount of $187,295,000,
      secured by mobile offshore drilling unit Bob
    Palmer.

            


    

    


    
      	
              5.

            	
              4.33%
      U. S. Government Guaranteed Ship Financing Obligations, Scooter Yeargain
      Series, due May 2019, in the original principal amount of $91,198,000,
      secured by mobile offshore drilling unit Scooter
      Yeargain.

            


    

    


    
      	
              6.

            	
              3.525%
      U. S. Government Guaranteed Ship Financing Obligations, Tarzan II Series,
      due May 2020, in the original principal amount of $89,658,000, secured by
      mobile offshore drilling unit Bob
    Keller.

            


    

    


    
      	
              7.

            	
              7.875%
      Senior Notes, due August 2019.

            


    

    


    
      	
              8.

            	
              5.000%
      Senior Notes, due September 2017.

            


    

    


    Schedule
6.1

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
6.2

    


    Existing
Liens

     

    Lien in
connection with Participation Agreement dated December 1, 1984 between the
Company and Textron Financial Corporation et al. and Bareboat Charter dated
December 1, 1984 between the Company and Textron Financial Corporation et al.,
as same has been extended by election to renew dated September 14,
1999.

     

    Lien in
connection with 5.88% U. S. Government Guaranteed Ship Financing Obligations,
Gorilla VI Series, due March 2012, secured by mobile offshore drilling unit
Rowan Gorilla
VI.

    


    Lien in
connection with 2.8% U. S. Government Guaranteed Ship Financing Obligations,
Gorilla VII Series, due October 2013, secured by mobile offshore drilling unit
Rowan Gorilla
VII.

    


    Lien in
connection with 3.158% U. S. Government Guaranteed Ship Financing Obligations,
Gorilla VIII Series, due July 2021, secured by mobile offshore drilling unit
Bob
Palmer.

    


    Lien in
connection with 4.33% U. S. Government Guaranteed Ship Financing Obligations,
Scooter Yeargain Series, due May 2019, secured by mobile offshore drilling unit
Scooter
Yeargain.

    


    Lien in
connection with 3.525% U. S. Government Guaranteed Ship Financing Obligations,
Tarzan II Series, due May 2020, secured by mobile offshore drilling unit Bob Keller.

    


    Schedule
6.2