Exhibit 4.1


Execution Version


 


 


 


 


 




 





 


CREDIT AGREEMENT


Dated as of


September 28, 2007


Among


TRANSOCEAN INC.,

as Borrower,


THE LENDERS PARTIES HERETO,


GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent,


LEHMAN COMMERCIAL PAPER INC.,

as Syndication Agent,


CITIBANK,
N.A.,


CALYON
CORPORATE AND INVESTMENT BANK


and


JPMORGAN
CHASE BANK, N.A.,


as Co-Documentation Agents


GOLDMAN SACHS CREDIT PARTNERS L.P.,

and

LEHMAN
BROTHERS INC.,

as Joint Lead Arrangers and Joint Bookrunners




 





 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
  ARTICLE 1.

  	
  DEFINITIONS; INTERPRETATION.

  	
  1

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Time of Day

  	
  20

  
	
  Section 1.3.

  	
  Accounting Terms; GAAP

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  THE CREDIT FACILITY.

  	
  20

  
	
  Section 2.1.

  	
  Commitments for Loans

  	
  20

  
	
  Section 2.2.

  	
  Types of Loans

  	
  20

  
	
  Section 2.3.

  	
  Manner of Borrowings; Continuations and Conversions
  of Borrowings.

  	
  20

  
	
  Section 2.4.

  	
  Interest Periods

  	
  22

  
	
  Section 2.5.

  	
  Funding of Loans

  	
  23

  
	
  Section 2.6.

  	
  Applicable Interest Rates

  	
  24

  
	
  Section 2.7.

  	
  Default Rate

  	
  24

  
	
  Section 2.8.

  	
  Repayment of Loans; Evidence of Debt

  	
  25

  
	
  Section 2.9.

  	
  Optional Prepayments

  	
  26

  
	
  Section 2.10.

  	
  Mandatory Prepayments of Loans and Reduction of
  Commitments

  	
  27

  
	
  Section 2.11.

  	
  Breakage Fees

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  FEES AND PAYMENTS.

  	
  29

  
	
  Section 3.1.

  	
  Fees

  	
  29

  
	
  Section 3.2.

  	
  Place and Application of Payments

  	
  29

  
	
  Section 3.3.

  	
  Withholding Taxes

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  CONDITIONS PRECEDENT.

  	
  33

  
	
  Section 4.1.

  	
  Effective Date

  	
  33

  
	
  Section 4.2.

  	
  Closing Date

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  REPRESENTATIONS AND WARRANTIES.

  	
  35

  
	
  Section 5.1.

  	
  Corporate Organization

  	
  35

  
	
  Section 5.2.

  	
  Power and Authority; Validity

  	
  35

  
	
  Section 5.3.

  	
  No Violation

  	
  35

  
	
  Section 5.4.

  	
  Litigation

  	
  36

  
	
  Section 5.5.

  	
  Use of Proceeds; Margin Regulations

  	
  36

  
	
  Section 5.6.

  	
  Investment Company Act

  	
  36

  
	
  Section 5.7.

  	
  True and Complete Disclosure

  	
  36

  
	
  Section 5.8.

  	
  Financial Statements

  	
  37

  
	
  Section 5.9.

  	
  No Closing Date Material Adverse Change

  	
  37

  
	
  Section 5.10.

  	
  Taxes

  	
  37

  
	
  Section 5.11.

  	
  Consents

  	
  37

  
	
  Section 5.12.

  	
  Insurance

  	
  38

  
	
  Section 5.13.

  	
  Intellectual Property

  	
  38

  
	
  Section 5.14.

  	
  Ownership of Property

  	
  38

  
	
  Section 5.15.

  	
  Existing Indebtedness

  	
  38

  



 


 


i

















 


	
  Section 5.16.

  	
  Existing Liens

  	
  39

  
	
  Section 5.17.

  	
  Employee Benefit Plans

  	
  39

  
	
  Section 5.18.

  	
  Patriot Act

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  COVENANTS.

  	
  40

  
	
  Section 6.1.

  	
  Corporate Existence

  	
  40

  
	
  Section 6.2.

  	
  Maintenance

  	
  40

  
	
  Section 6.3.

  	
  Taxes

  	
  40

  
	
  Section 6.4.

  	
  ERISA

  	
  41

  
	
  Section 6.5.

  	
  Insurance

  	
  41

  
	
  Section 6.6.

  	
  Financial Reports and Other Information

  	
  41

  
	
  Section 6.7.

  	
  Lender Inspection Rights

  	
  44

  
	
  Section 6.8.

  	
  Conduct of Business

  	
  45

  
	
  Section 6.9.

  	
  Restrictions on Fundamental Changes

  	
  45

  
	
  Section 6.10.

  	
  Liens

  	
  45

  
	
  Section 6.11.

  	
  Subsidiary Indebtedness

  	
  48

  
	
  Section 6.12.

  	
  Use of Property and Facilities; Environmental Laws

  	
  49

  
	
  Section 6.13.

  	
  Transactions with Affiliates

  	
  49

  
	
  Section 6.14.

  	
  Sale and Leaseback Transactions

  	
  49

  
	
  Section 6.15.

  	
  Compliance with Laws

  	
  50

  
	
  Section 6.16.

  	
  Leverage Ratio

  	
  50

  
	
  Section 6.17.

  	
  Working Capital Facility Agreement

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  EVENTS OF DEFAULT AND REMEDIES.

  	
  51

  
	
  Section 7.1.

  	
  Events of Default

  	
  51

  
	
  Section 7.2.

  	
  Non-Bankruptcy Defaults

  	
  53

  
	
  Section 7.3.

  	
  Bankruptcy Defaults

  	
  53

  
	
  Section 7.4.

  	
  Notice of Default

  	
  53

  
	
  Section 7.5.

  	
  Expenses

  	
  53

  
	
  Section 7.6.

  	
  Distribution and Application of Proceeds

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  CHANGE IN CIRCUMSTANCES.

  	
  54

  
	
  Section 8.1.

  	
  Change of Law

  	
  54

  
	
  Section 8.2.

  	
  Unavailability of Deposits or Inability to Ascertain
  LIBO Rate

  	
  55

  
	
  Section 8.3.

  	
  Increased Cost and Reduced Return

  	
  55

  
	
  Section 8.4.

  	
  Lending Offices

  	
  57

  
	
  Section 8.5.

  	
  Discretion of Lender as to Manner of Funding

  	
  57

  
	
  Section 8.6.

  	
  Substitution of Lender

  	
  57

  
	
   

  	
   

  	
  58

  
	
  ARTICLE 9.

  	
  THE AGENTS.

  	
  58

  
	
  Section 9.1.

  	
  Appointment and Authorization of Administrative
  Agent and Other Agents

  	
  58

  
	
  Section 9.2.

  	
  Rights and Powers

  	
  58

  
	
  Section 9.3.

  	
  Action by Administrative Agent and the Other Agents

  	
  58

  
	
  Section 9.4.

  	
  Consultation with Experts

  	
  59

  
	
  Section 9.5.

  	
  Indemnification Provisions; Credit Decision

  	
  59

  
	
  Section 9.6.

  	
  Indemnity

  	
  60

  



 


 


ii

















 


	
  Section 9.7.

  	
  Resignation

  	
  60

  
	
  Section 9.8.

  	
  Delegation of Duties

  	
  61

  
	
  Section 9.9.

  	
  Withholding Taxes

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  MISCELLANEOUS

  	
  62

  
	
  Section 10.1.

  	
  No Waiver

  	
  62

  
	
  Section 10.2.

  	
  Non-Business Day

  	
  62

  
	
  Section 10.3.

  	
  Documentary Taxes

  	
  62

  
	
  Section 10.4.

  	
  Survival of Representations

  	
  62

  
	
  Section 10.5.

  	
  Survival of Indemnities

  	
  63

  
	
  Section 10.6.

  	
  Setoff

  	
  63

  
	
  Section 10.7.

  	
  Notices

  	
  63

  
	
  Section 10.8.

  	
  Counterparts

  	
  66

  
	
  Section 10.9.

  	
  Successors and Assigns

  	
  66

  
	
  Section 10.10.

  	
  Sales and Transfers of Borrowing and Notes;
  Participations in Borrowings and Notes

  	
  67

  
	
  Section 10.11.

  	
  Amendments, Waivers and Consents

  	
  70

  
	
  Section 10.12.

  	
  Headings

  	
  70

  
	
  Section 10.13.

  	
  Legal Fees, Other Costs and Indemnification

  	
  70

  
	
  Section 10.14.

  	
  Governing Law; Submission to Jurisdiction; Waiver of
  Jury Trial

  	
  72

  
	
  Section 10.15.

  	
  Confidentiality

  	
  73

  
	
  Section 10.16.

  	
  Severability

  	
  74

  
	
  Section 10.17.

  	
  Change in Accounting Principles, Fiscal Year or Tax
  Laws

  	
  74

  
	
  Section 10.18.

  	
  Marshalling; Payments Set Aside

  	
  75

  
	
  Section 10.19.

  	
  Obligations Several; Independent Nature of Lenders’
  Rights

  	
  75

  
	
  Section 10.20.

  	
  Final Agreement

  	
  75

  
	
  Section 10.21.

  	
  Officer’s Certificates

  	
  76

  
	
  Section 10.22.

  	
  Effect of Inclusion of Exceptions

  	
  76

  
	
  Section 10.23.

  	
  Electronic Execution of Assignments

  	
  76

  
	
  Section 10.24.

  	
  No Fiduciary Duty

  	
  76

  
	
  Section 10.25.

  	
  Patriot Act Notice

  	
  76

  



 


	
  Exhibits:

  	
   

  	
   

  
	
  Exhibit 2.3

  	
  –

  	
  Form of Borrowing
  Request

  
	
  Exhibit 2.8

  	
  –

  	
  Form of Master Note

  
	
  Exhibit 3.3

  	
  –

  	
  Form of Non-Bank
  Certificate

  
	
  Exhibit 4.1A

  	
  –

  	
  Form of Opinion of
  Baker Botts LLP

  
	
  Exhibit 4.1B

  	
  –

  	
  Form of Opinion of Eric
  B. Brown

  
	
  Exhibit 4.1C

  	
  –

  	
  Form of Opinion of
  Walkers

  
	
  Exhibit 6.6

  	
  –

  	
  Form of Compliance
  Certificate

  
	
  Exhibit 6.11

  	
  –

  	
  Form of Subsidiary
  Guaranty

  
	
  Exhibit 10.10

  	
  –

  	
  Form of Assignment
  Agreement

  
	
   

  	
   

  	
   

  
	
  Schedules:

  	
   

  	
   

  
	
  Schedule 5.4

  	
  –

  	
  Litigation

  
	
  Schedule 5.15

  	
  –

  	
  Existing Indebtedness

  
	
  Schedule 5.16

  	
  –

  	
  Existing Liens

  
	
  Schedule 6.13

  	
  –

  	
  Transactions with
  Affiliates

  



 


 


iii

















 


CREDIT
AGREEMENT


THIS
CREDIT AGREEMENT,  dated as of September 28, 2007, among TRANSOCEAN INC., an
exempted company incorporated under the laws of the Cayman Islands, the lenders
from time to time parties hereto (each a “Lender” and collectively,
the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), as administrative agent for the
Lenders, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, CITIBANK, N.A.,
CALYON CORPORATE AND INVESTMENT BANK and JPMORGAN CHASE BANK, N.A., as Co-Documentation
Agents, and GSCP and LEHMAN BROTHERS INC., as Joint Lead Arrangers and Joint
Bookrunners (in such capacities, the “Arrangers”).


WITNESSETH:


                WHEREAS, the
Borrower and GlobalSantaFe Corporation, an exempted company incorporated under
the laws of the Cayman Islands (“GSF”), are
parties to the Merger Agreement pursuant to which GSF and Transocean Worldwide
Inc., a wholly-owned Subsidiary of the Borrower (“Merger Sub”),
intend to merge together by way of scheme of arrangement qualifying as an amalgamation
(the “Merger”) with Merger Sub as the
surviving entity following the Merger;


 


                WHEREAS,
immediately prior to the Merger and in connection with a reclassification of
the Borrower’s existing issued and outstanding ordinary shares pursuant to a
scheme of arrangement in accordance with the terms of the Merger Agreement (the
“Reclassification”), each existing issued
and outstanding ordinary share of the Borrower will be reclassified as, and
converted into (subject to adjustment as provided in the Merger Agreement),
0.6996 ordinary shares of the Borrower and $33.03 in cash (such cash, in the
aggregate for all such ordinary shares, the “Borrower
Cash Consideration”) and in connection with the Merger, existing
shareholders of GSF will receive ordinary shares of the Borrower (after giving
effect to the Reclassification) and certain cash consideration (the “GSF Cash Consideration” and, together with the Borrower Cash
Consideration, the “Merger Cash Consideration”);


 


WHEREAS, the
Borrower has requested that the Lenders extend in its favor term loans in the
aggregate principal amount of $15,000,000,000, the proceeds of which will be
used  to finance the Merger Cash
Consideration and to pay costs, fees and expenses incurred in connection with
the Transactions; and


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


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


ARTICLE
1.                                                     DEFINITIONS; INTERPRETATION.


Section 1.1.            Definitions. 
Unless otherwise defined herein, including the preamble, recitals,
exhibits and schedules hereto, the following terms shall have the following
meanings, which meanings shall be equally applicable to both the singular and
plural forms of such terms:


 


1

















 


“Adjusted
LIBOR” means, for any Borrowing of Eurocurrency Loans for any
Interest Period, a rate per annum determined in accordance with the following
formula (and rounded upward to the next whole multiple of 1/100 of 1%):


	
  Adjusted LIBOR =

  	
   

  	
  LIBO Rate for such Interest Period

  
	
   

  	
   

  	
  1.00 – Statutory Reserve Rate

  



 


“Administrative
Agent” means GSCP, acting in its capacity as administrative agent
for the Lenders, and any successor Administrative Agent appointed hereunder
pursuant to Section 9.7.


“Administrative Agent’s Principal Office” means the
Administrative Agent’s address as set forth in Section 10.7, or such other
office or office of a third party or sub-agent, as appropriate, as the
Administrative Agent may from time to time designate in writing to the Borrower
and each  Lender.


“Administrative Questionnaire” means,
with respect to each Lender, an administrative questionnaire in the form
prepared by the Administrative Agent and submitted to the Administrative Agent
duly completed by such Lender.


“Agents” means the Administrative Agent, the Syndication
Agent and each Arranger, collectively.


“Agreement” means this Credit Agreement, and all schedules
and exhibits thereto, in each case as the same may be amended, restated and
supplemented from time to time.


“Angola Debt” means the Indebtedness described under the
heading “Angola Debt” on Schedule 5.15 hereto, which Indebtedness shall
be used to finance the construction and mobilization of a drill ship intended
to operate in Angola.


“Applicable Margin” means, for any day, at such times as a
rating (either express or implied) by S&P and Moody’s is in effect on the Borrower’s
non-credit enhanced senior unsecured long-term debt, the percentage per annum
set forth opposite such debt rating:


 


	
  Debt Rating
  (S&P and Moody’s)

  	
   

  	
  Percentage

  
	
   

  	
   

  	
   

  
	
  A-/A3 or above

  	
   

  	
  0.350%

  
	
   

  	
   

  	
   

  
	
  BBB+/Baa1

  	
   

  	
  0.400%

  
	
   

  	
   

  	
   

  
	
  BBB/Baa2

  	
   

  	
  0.500%

  
	
   

  	
   

  	
   

  
	
  BBB-/Baa3

  	
   

  	
  0.725%

  
	
   

  	
   

  	
   

  
	
  BB+/Ba1 or below

  	
   

  	
  0.850%

  



 


2

















 


The Applicable
Margin will be determined based upon the highest rating issued by S&P and
Moody’s.  If such highest ratings differ
(i) by one rating, the higher of such ratings will apply to determine the
Applicable Margin, (ii) by two ratings, the rating which falls between such
ratings will apply to determine the Applicable Margin, or (iii) by more than
two ratings, the rating which is one level above the lower of such highest
rating will apply to determine the Applicable Margin.  If only one such rating is issued by S&P
or Moody’s, the Applicable Margin will be determined by such rating.  The Borrower shall give written notice to the
Administrative Agent of any changes to such ratings, within three (3) Business
Days thereof, and any change to the Applicable Margin shall be effective on the
date of the relevant change. 
Notwithstanding the foregoing, if the Borrower shall at any time fail to
have in effect any such rating on the Borrower’s non-credit enhanced senior
unsecured long-term debt, the Borrower shall seek and obtain (if not already in
effect), within thirty (30) days after such rating first ceases to be in
effect, a corporate credit rating or a bank loan rating from Moody’s and/or
S&P (or if neither Moody’s nor S&P issues such types of ratings or
ratings comparable thereto, from another nationally recognized rating agency
approved by each of the Borrower and the Administrative Agent), and the
Applicable Margin shall thereafter be based on such ratings in the same manner
as provided herein with respect to the Borrower’s senior unsecured long-term
debt rating (with the Applicable Margin in effect prior to the issuance of such
corporate credit rating or bank loan rating being the same as the Applicable
Margin in effect at the time the senior unsecured long-term debt rating ceases
to be in effect).


“Approved Electronic Communications” means any notice,
demand, communication, information, document or other material that the
Borrower provides to Administrative Agent pursuant to any Credit Document or
the transactions contemplated therein which is distributed to the Agents or to
the Lenders by means of electronic communications pursuant to Section 10.7(b).


“Arrangers” has the meaning assigned to such term in the
preamble.


“Asset Sale” means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, exclusive license (as
licensor or sublicensor), transfer or other disposition to, or any exchange of
property with, any Person (other than the Borrower or any of its Subsidiaries),
in one transaction or a series of transactions, of all or any part of the
Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any
kind, whether real, personal, or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, leased or licensed, including the
equity interests of any of the Borrower’s Subsidiaries, in each case after the
Closing Date, other than (i) inventory (or other assets) sold, leased
(including by way of charter) or licensed out in the ordinary course of
business (including, in each case, pursuant to drilling contracts) (excluding
any such sales, leases or licenses out by operations or divisions discontinued
or to be discontinued), and (ii) sales, leases, sub-leases, sale and
leasebacks, charters (bareboat or otherwise), assignments, conveyances,
exclusive licenses, transfers, or other dispositions, or any exchanges of
property, or licenses out of other assets for aggregate consideration of less
than $750,000,000 for all such sales, leases, sub-leases, sale and leasebacks,
charters, assignments, conveyances, transfers, dispositions, exchanges of
property or licenses after the Closing Date.


 


3

















 


“Assignment Agreement” means an agreement in substantially
the form of Exhibit 10.10 whereby a Lender conveys part or all of its
Commitment or Loans to another Person that is, or thereupon becomes, a Lender,
or increases its Commitments or outstanding Loans, pursuant to Section 10.10.


“Assignment Effective Date” has the meaning assigned to such term in
Section 10.9.


“Base Rate” means, for any day, a rate per annum equal to the
greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds
Effective Rate in effect on such day plus 1⁄2 of
1%.  Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.


“Base Rate Loan” means a Loan bearing interest prior to
maturity at the rate specified in Section 2.6(a).


“Borrower” means Transocean Inc., an exempted company
incorporated under the laws of the Cayman Islands, and its successors.


“Borrower Cash Consideration” has the meaning assigned to
such term in the recitals.


“Borrowing” means any extension of credit of the same Type
made by the Lenders on the same date by way of Loans having a single Interest Period,
including any Borrowing advanced, continued or converted.  A Borrowing is (i) “advanced”
on the day the Lenders advance funds comprising such Borrowing to the Borrower,
(ii) “continued” (in the case of Eurocurrency
Loans) on the date a new Interest Period commences for such Borrowing, and
(iii) “converted”  when
such Borrowing is changed from one Type of Loan to the other, in each case as
requested by the Borrower pursuant to Section 2.3.


“Borrowing Request” has the meaning assigned to such term in
Section 2.3(a).


“Business Day” means (i) any day other than a Saturday or
Sunday on which banks are not authorized or required to close in New York, New
York and, (ii) if the applicable Business Day relates to the advance or
continuation of, conversion into, or payment on a Eurocurrency Borrowing, then
the term “Business Day”
means any day which is a Business Day described in clause (i) and which is also
a day for trading by and between banks in Dollar deposits in the London
interbank market.


“Capitalized Lease Obligations” means, for any Person, the
aggregate amount of such Person’s liabilities under all leases of real or
personal property (or any interest therein) which is required to be capitalized
on the balance sheet of such Person as determined in accordance with GAAP.


“Closing Date” means the date on which the conditions
specified in Section 4.2 are satisfied (or waived in accordance with Section
10.11), which date shall be on or before July 21, 2008.


 


4

















 


“Closing Date Material Adverse Effect”
means any fact, circumstance, event, change, effect or occurrence that,
individually or in the aggregate, with all other facts, circumstances, events,
changes, effects or occurrences, has had or would be reasonably likely to have
a material adverse effect on the assets, properties, business, results of
operation or condition (financial or otherwise) of the Borrower and its
Subsidiaries, taken as a whole, or that would be reasonably likely to prevent
or materially delay or materially impair the ability of the Borrower to perform
its obligations under the Merger Agreement or to consummate the Merger, the
Reclassification or the other transactions contemplated by the Merger
Agreement, but shall not include (i) facts, circumstances, events, changes,
effects or occurrences generally affecting the drilling services industry or
the economy or the financial or securities markets in the United States or
elsewhere in the world, including any regulatory or political conditions or developments,
or any outbreak or escalation of hostilities, declared or undeclared acts of
war, terrorism or insurrection, except to the extent any fact, circumstance,
event, change, effect or occurrence relative to other comparable industry
participants materially disproportionately impacts the assets, properties,
business, results of operation or condition (financial or otherwise) of the
Borrower and its Subsidiaries, taken as a whole, (ii) facts, circumstances,
events, changes, effects or occurrences to the extent directly resulting from
the announcement of the execution of the Merger Agreement or the consummation
of the transactions contemplated thereby (without diminishing the effect of any
representations or warranties herein), (iii) fluctuations in the price or
trading volume of the ordinary shares of the Borrower; provided,
that the exception in this clause (iii) shall not prevent or
otherwise affect a determination that any fact, circumstance, event, change,
effect or occurrence underlying such fluctuation has resulted in, or
contributed to, a Closing Date Material Adverse Effect with respect to the
Borrower, (iv) facts, circumstances, events, changes, effects or occurrences to
the extent resulting from any changes in any applicable law, rule, regulation, code,
governmental determination, order, treaty, convention, governmental
certification requirement or other public limitation, U.S. or non-U.S., or in GAAP (or
the interpretation thereof) after the date of the Merger Agreement, (v) facts,
circumstances, events, changes, effects or occurrences to the extent resulting
from any legal proceedings made or brought by any of the current or former
shareholders of the Borrower or GSF (on their own behalf or on behalf of the
Borrower or GSF, respectively) arising out of or related to the Merger
Agreement or any of the transactions contemplated thereby or (vi) any failure
by the Borrower or GSF to meet any published analyst estimates or expectations
of the Borrower’s or GSF’s respective revenue, earnings or other financial
performance or results of operations for any period or any failure by the
Borrower or GSF to meet their respective internal budgets, plans or forecasts
of its revenues, earnings or other financial performance or results of
operations;  provided,
that the exception in this clause (vi) shall not prevent or otherwise
affect a determination that any fact, circumstance, event, change, effect or
occurrence underlying such failure has resulted in, or contributed to, a
Closing Date Material Adverse Effect with respect to the Borrower or GSF, as
applicable.


“Code” means the Internal Revenue Code of 1986, as amended,
and any successor thereto.


“Co-Documentation Agent” means, collectively,  Citibank, N.A.,  Calyon
Corporate and Investment Bank and JPMorgan Chase Bank, N.A., in their
capacities as co-documentation agents for the Lenders; provided,
however, that no such Co-Documentation
Agent shall have any duties, responsibilities, or obligations hereunder in such
capacity.


 


5
















 


“Commitment” means, relative to any Lender, such Lender’s
obligations to make Loans pursuant to (a) Section 2.1, in the amount and
percentage set forth below such Lender’s signature block hereto or (b) Section
10.10, in the applicable Assignment Agreement, in each case as the same may be
reduced from time to time pursuant to terms hereof (including, without
limitation, Section 2.10).  The original
aggregate amount of the Commitments as of the Effective Date is $15,000,000,000.


“Compliance Certificate” means a certificate in the form of Exhibit
6.6.


“Confidential Information Memorandum” means the Confidential
Information Memorandum of the Borrower dated July, 2007, as the same may be
amended, restated and supplemented from time to time and distributed to the
Lenders prior to the Effective Date.


“Consolidated EBITDA” means, for the
Borrower and its Subsidiaries, for any period, the sum, determined on a
consolidated basis, of (i) operating income plus, (ii)
without duplication, and to the extent reflected as a charge in the calculation
(or determination) of such operating income for such period, the sum of (a)
depreciation, depletion and amortization expense and (b) other non-cash charges
reducing operating income for such period (excluding any such non-cash
charge to the extent that it represents an accrual or reserve for potential
cash charge in any future period or amortization of a prepaid cash charge that
was paid in a prior period), less (iii)
other non-cash gains increasing operating income for such period
(excluding any such non-cash gain to the extent it represents the
reversal of an accrual or reserve for potential cash gain in any prior period),
in each case determined in accordance with GAAP for such period; it being
understood and agreed that, with respect to any period prior to the Merger,
Consolidated EBITDA shall be calculated with respect to such period on a pro
forma basis using the historical consolidated financial statements of GSF and
its Subsidiaries and the consolidated financial statements of the Borrower and
its Subsidiaries (excluding GSF and its Subsidiaries) which shall be
reformulated as if the Merger had been consummated at the beginning of such
period.


“Consolidated Indebtedness” means all Indebtedness of the
Borrower and its Subsidiaries that would be reflected on a consolidated balance
sheet of such Persons prepared in accordance with GAAP.


“Consolidated Net Assets” means, as of any date of
determination, an amount equal to the aggregate book value of the assets of the
Borrower, its Subsidiaries and, to the extent of the equity interest of the
Borrower and its Subsidiaries therein, SPVs at such time, less
the current liabilities of the Borrower and its Subsidiaries, all as determined
on a consolidated basis in accordance with GAAP based on the most recent
quarterly or annual consolidated financial statements of the Borrower referred
to in Section 5.8 or delivered (or publicly filed) as provided in Section
6.6(a), as the case may be.


“Consolidated Tangible Net Worth” means, as of any date of
determination, consolidated shareholders equity of the Borrower and its
Subsidiaries determined in accordance with GAAP but excluding the effect on
shareholders equity of cumulative foreign exchange translation adjustments, and
less the net book amount of all
assets of the Borrower and its Subsidiaries that would be classified as
intangible assets on the consolidated balance sheet of the Borrower as of 


 


6

















 


such date prepared in accordance with GAAP.  For purposes of this definition, SPVs shall
be accounted for pursuant to the equity method of accounting.


“Controlling Affiliate” means, for any Person, (i) any other
Person that directly or indirectly through one or more intermediaries controls,
or is under common control with, such Person, and (ii) any other Person owning
beneficially or controlling ten percent (10%) or more of the equity interests
having ordinary voting power for the election of directors of such Person.  As used in this definition, “control” means the power, directly or indirectly, to direct
or cause the direction of management or policies of a Person (through ownership
of voting securities or other equity interests, by contract or otherwise).


“Credit Documents” means this Agreement, the Notes and any
Subsidiary Guaranties in effect from time to time.


“Currency Rate Protection Agreement” means any foreign
currency exchange and future agreements, arrangements and options designed to
protect against fluctuations in currency exchange rates.


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


“Dollar” and “U.S. Dollar”
and the sign “$” mean lawful money of the
United States of America.


“Dollar Equivalent” means, on any date of determination (i)
with respect to any amount in U.S. Dollars, such amount, and (ii) with respect
to any amount in any currency other than U.S. Dollars, the equivalent in U.S.
Dollars of such amount, determined by the Administrative Agent using the
applicable Exchange Rate with respect to such currency at the time in effect on
such date of determination.


“Effective Date” has the meaning assigned to such term in
Section 4.1.


“Effective Date Representations” means each of the
representations and warranties made by the Borrower as set forth in (i)
Sections 5.1, 5.2, 5.3(c) (solely with respect to the execution and delivery of
the Credit Agreement), 5.6 and 5.18, in each case solely with respect to the
Borrower and (ii) Sections 5.3(a) (solely with respect to the execution and
delivery of the Credit Agreement) and 5.5(b), in each case with respect to the
Borrower and its Subsidiaries.


“Employee Benefit Plan”
means any “employee benefit plan” as defined in Section 3(3) of ERISA which is
or was sponsored, maintained or contributed to by, or required to be
contributed to by, the Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates.


“Environmental Claims” means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings
relating to any Environmental Law or any permit issued under any Environmental
Law (“Claims”), including, without limitation,
(i) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or 


 


7

















 


other actions or damages pursuant to any applicable
Environmental Law, and (ii) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to the environment.


“Environmental Law” means any federal, state or local
statute, law, rule, regulation, ordinance, code, policy or rule of common law
now or hereafter in effect, including any judicial or administrative order,
consent, decree or judgment, relating to the environment.


“ERISA” means the Employee Retirement Income Security Act of
1974, as amended, and any successor thereto.


“ERISA Affiliate” means, as applied to any Person,
(i) any corporation which is a member of a controlled group of
corporations within the meaning of Section 414(b) of the Code of which that
Person is a member; (ii) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control
within the meaning of Section 414(c) of the Code of which that Person is a
member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member.  Any former ERISA
Affiliate of the Borrower or any of its Subsidiaries shall continue to be
considered an ERISA Affiliate of the Borrower or any such Subsidiary within the
meaning of this definition with respect to the period such entity was an ERISA
Affiliate of the Borrower or such Subsidiary and with respect to liabilities
arising after such period for which the Borrower or such Subsidiary could be
liable under the Code or ERISA.


“ERISA Event” means (i) a “reportable event” within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Code with respect to any Pension
Plan (whether or not waived in accordance with Section 412(d) of the Code) or
the failure to make by its due date a required installment under Section 412(m)
of the Code with respect to any Pension Plan or the failure to make any
required contribution to a Multiemployer Plan; (iii) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a
notice of intent to terminate such plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the withdrawal by the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan
with two or more contributing sponsors or the termination of any such Pension
Plan resulting in liability to the Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA;
(v) the institution by the PBGC of proceedings to terminate any Pension Plan,
or the occurrence of any event or condition which might constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (vi) the imposition of liability on the Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4062(e) or 4069 of ERISA or by reason of the application of Section
4212(c) of ERISA; (vii) the withdrawal of the Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates in a complete or partial withdrawal
(within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer
Plan if there is any potential liability therefor, or the receipt by the
Borrower, any of its Subsidiaries or any of their respective 


 


8

















 


ERISA Affiliates of notice from any Multiemployer Plan
that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA, or that it intends to terminate or has terminated under Section 4041A or
4042 of ERISA; (viii) the occurrence of an act or omission which could give
rise to the imposition on the Borrower or any of its Subsidiaries of fines,
penalties, taxes or related charges under Chapter 43 of the Code or under
Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of
any Employee Benefit Plan; (ix) the assertion of a material claim (other than
routine claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any
Employee Benefit Plan; (x) receipt from the U.S. Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Code) to qualify under
Section 401(a) of the Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n)
of the Code or pursuant to ERISA with respect to any Pension Plan.


“Eurocurrency”, when used in reference to any Loan or
Borrowing, means such Loan, or the Loans comprising such Borrowing, shall bear
interest at a rate determined by reference to Adjusted LIBOR and the Applicable
Margin.


“Eurocurrency Loan” means a Loan bearing interest before
maturity at the rate specified in Section 2.6(b).


“Event of Default” means any of the events or circumstances
specified in Section 7.1.


“Existing Indebtedness” means Indebtedness and other
obligations outstanding under  that
certain Revolving Credit Agreement, dated as of August 15, 2006, among GSF, the
lenders from time to time parties thereto, Citibank, N.A., as swingline lender
and administrative agent, Wells Fargo Bank, N.A., as syndication agent, Bank of
America, N.A., HSBC Bank USA, National Association and The Royal Bank of
Scotland plc, as co-documentation agents, and Citibank, N.A. and Wells Fargo
Bank, N.A., as issuing banks of letters of credit thereunder.


“Exchange Rate” means on any day, with respect to any
currency other than U.S. Dollars, the rate at which such currency may be
exchanged into U.S. Dollars, as set forth at approximately 11:00 A.M. on such
day on the applicable page of the Bloomberg Service reporting the exchange
rates for such currency.  In the event
such exchange rate does not appear on the applicable page of such service, the
Exchange Rate shall be determined by reference to such other publicly available
services for displaying currency exchange rates as may be agreed upon by the
Administrative Agent and the Borrower or, in the absence of such agreement,
such Exchange Rate shall instead be determined by the Administrative Agent
based on current market spot rates, provided that
if at the time of any such determination, for any reason, no such spot rate is
being quoted, the Administrative Agent, after consultation with the Borrower,
may use any reasonable method it deems appropriate to determine such rate, and
such determination shall be conclusive absent manifest error.


“Federal Funds Effective Rate” means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) equal to the weighted 


 


9

















 


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,
(i) if such day is not a Business Day, the Federal Funds Effective 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 (ii) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Effective Rate for such day shall be the average rate charged to the
Administrative Agent, in its  capacity as
a Lender, on such day on such transactions as determined by the Administrative
Agent.


“Fee Letter” means that certain Fee Letter dated as of July
21, 2007, by and among the Borrower, GSF, the Arrangers, the Syndication Agent
and Lehman Brothers Commercial Bank, as modified from time to time.


“Foreign Plan” means any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any foreign Subsidiary of the Borrower which, under applicable local law, is
required to be funded through a trust or other funding vehicle, but shall not
include any benefit provided by a foreign government or its agencies.


“Former Subsidiary” means TODCO, a Subsidiary of the Borrower
prior to the Closing Date and which is no longer a Subsidiary of the Borrower
on the Closing Date.


“GAAP” means generally accepted accounting principles from
time to time in effect as set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and the statements and pronouncements of the Financial Accounting
Standards Board or in such other statements, opinions and pronouncements by
such other entity as may be approved by a significant segment of the U.S.
accounting profession.


“Governmental Authority” means the government of the United
States of America, any other nation or 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.


“GSCP” has the meaning assigned to such term in the preamble.


“GSF” has the meaning assigned to such term in the recitals.


“GSF Cash Consideration” has the meaning assigned to such
term in the recitals.


“Guarantor” means any Subsidiary of the Borrower required to
execute and deliver a Subsidiary Guaranty hereunder pursuant to Section 6.11,
in each case unless and until the relevant Subsidiary Guaranty is released
pursuant to Section 6.11.


“Guaranty” by any Person means all contractual obligations
(other than endorsements in the ordinary course of business of negotiable
instruments for deposit or collection or similar 


 


10

















 


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


“Hazardous Material” has the meaning assigned to the term “Hazardous
Substance” in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Acts of 1986, and shall also include petroleum, including crude
oil or any fraction thereof, or any other substance defined, listed or regulated
as “hazardous” or “toxic”
or words with similar meaning and effect under any Environmental Law applicable
to the Borrower or any of its Subsidiaries.


“Highest Lawful Rate” means the maximum nonusurious interest
rate, if any, that any time or from time to time may be contracted for, taken,
reserved, charged or received on any Loans, under laws applicable to any of the
Lenders which are presently in effect or, to the extent allowed by applicable
law, under such laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.  Determination of the rate of interest for the
purpose of determining whether any Loans are usurious under all applicable laws
shall be made by amortizing, prorating, allocating, and spreading, in equal
parts during the period of the full stated term of the Loans, all interest at
any time contracted for, taken, reserved, charged or received from the Borrower
in connection with the Loans.


“Indebtedness” means, for any Person, the following
obligations of such Person, without duplication:  (i) obligations of such Person for borrowed
money; (ii) obligations of such Person representing the deferred purchase price
of property or services other than accounts payable and accrued liabilities
arising in the ordinary course of business and other than amounts which are
being contested in good faith and for which reserves in conformity with GAAP
have been provided; (iii) obligations of such Person evidenced by bonds, notes,
bankers acceptances, debentures or other similar instruments of such Person, or
obligations of such Person arising, whether absolute or contingent, out of
letters of credit issued for such Person’s account or pursuant to such Person’s
application securing Indebtedness; (iv) obligations of other Persons, whether
or not assumed, secured by Liens (other than Permitted Liens) upon property or
payable 


 


11

















 


out of the proceeds or production from property now or
hereafter owned or acquired by such Person, but only to the extent of such
property’s fair market value; (v) Capitalized Lease Obligations of such Person;
(vi) obligations under Interest Rate Protection Agreements and Currency Rate
Protection Agreements; and (vii) obligations of such Person pursuant to a
Guaranty of any of the foregoing obligations of another Person; provided, however, Indebtedness shall exclude Non-recourse
Debt and any Indebtedness attributable to the mark-to-market treatment of
obligations of the type described in clause (vi) in the definition of
Indebtedness and any actual fair value adjustment arising from any Interest
Rate Protection Agreements and Currency Rate Protection Agreements that have
been cancelled or otherwise terminated before their scheduled expiration, in
each case in respect of Interest Rate Protection Agreements and Currency Rate
Protection Agreements entered into in the ordinary course of business and not
for investment or speculative purposes. 
For purposes of this Agreement, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture to the extent such
Indebtedness is recourse to such Person.


“Indemnified Taxes” has the meaning assigned to such term in
Section 3.3(a).


“Indemnified Parties” has the meaning assigned to such term
in Section 10.13(a).


“Intercompany Indebtedness” has the meaning assigned to such
term in the definition of Other Debt Holder.


“Interest Payment Date” means (a) with respect to any Base
Rate Loan, the last day of each March, June, September and December and (b)
with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest
Period.


“Interest Period” means with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three
or six months thereafter (or if available from each Lender making a Loan as
part of such Borrowing, any other period), in each case as the Borrower may
elect.  For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation
of such Borrowing.


“Interest Rate Protection Agreement” means any interest rate
swap, interest rate cap, interest rate collar, or other interest rate hedging
agreement or arrangement designed to protect against fluctuations in interest
rates.


“Lender” has the meaning assigned to such term in the
preamble.


“Lending Office” means the “Lending Office” of such
Lender (or a Controlling Affiliate of such Lender) designated for each Type of
Loan in the Administrative Questionnaire submitted by such Lender or such other
office of such Lender (or a Controlling Affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent and the
Borrower as the office by which its Loans of such Type are to be made and
maintained.


 


12

















 


“Leverage Ratio” means, at any date of determination, the
ratio of (a) (i) Consolidated Indebtedness of the Borrower and its Subsidiaries
as at the end of the then most recently ended fiscal quarter of the Borrower
(which, if such date is the last day of a fiscal quarter of the Borrower, shall
be such fiscal quarter) minus (ii) unrestricted cash on which no Lien or
restriction whatsoever exists (other than usual and customary rights of set-off
for deposit account fees and expenses required by financial institutions where
such cash is deposited) and cash deposited in restricted accounts that require
the payee of such Indebtedness to consent to withdrawal thereof and earmarked
for amortization of such Indebtedness (other than the portion thereof payable
against interest) to (b) Consolidated EBITDA for the then most recently ended
fiscal quarter of the Borrower and the immediately preceding three fiscal
quarters.


“LIBO Rate” means, with respect to an Interest Period for a
Eurocurrency Loan, (i) (a) the rate per annum (rounded to the nearest 1/100 of
1%) equal to the rate determined by the Administrative Agent to be the offered
rate which appears on the page of the Reuters Screen which displays an average
British Bankers Association Interest Settlement Rate (such page currently being
LIBOR01 page) for deposits (for delivery on the first day of such period) with
a term equivalent to such period in Dollars, determined as of approximately
11:00 A.M. (London, England time) two Business Days prior to the first day of
such Interest Period (the “Interest Rate
Determination Date”), or (b) in the event the rate referenced in the
preceding clause (a) does not appear on such page or service or if such page or
service shall cease to be available, the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by the Administrative Agent to be the
offered rate on such other page or other service which displays an average
British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in
Dollars, determined as of approximately 11:00 A.M. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced
in the preceding clauses (a) and (b) are not available, the rate per annum
(rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
first class banks in the London interbank market by Citibank, N.A. for deposits
(for delivery on the first day of the relevant period) in Dollars of amounts in
same day funds comparable to the principal amount of the applicable Loan of the
Administrative Agent, in its capacity as a Lender, for which the Adjusted LIBOR
is then being determined with maturities comparable to such period as of
approximately 11:00 A.M. (London, England time) on such Interest Rate
Determination Date.


“Lien” means any interest in any property or asset in favor
of a Person other than the owner of such property or asset and securing an
obligation owed to, or a claim by, such Person, whether such interest is based
on the common law, statute or contract, including, but not limited to, the
security interest lien arising from a mortgage, encumbrance, pledge,
conditional sale, security agreement or trust receipt, or a lease, consignment
or bailment for security purposes.


“Loan” and “Loans” each
have the meaning assigned to each such term in Section 2.1.


“Loan Exposure”  means, with
respect to any Lender at any time, such Lender’s applicable Percentage of the
principal amount of the outstanding Loans (or at any time prior to the making
of the Loans, such Lender’s applicable Percentage of the aggregate
Commitments).


“Material Adverse Effect” means any fact, circumstance,
event, change, effect or occurrence arising after the Closing Date that results
in a material adverse effect on (i) the 


 


13

















 


business, assets, operations or condition of the
Borrower and its Subsidiaries taken as a whole, including, after giving effect
to the Transaction, the Merger Sub and its Subsidiaries; or (ii) the Borrower’s
ability to perform any of its payment obligations under this Agreement or the
Notes.


“Maturity Date” means the earlier of (i) the one-year
anniversary of the Closing Date, and (ii) the date on which the Loans have
become due and payable pursuant to Section 7.2 or 7.3.


“Merger” has the meaning assigned to such term in the
recitals.


“Merger Agreement” means that certain Agreement and Plan of
Merger, dated as of July 21, 2007, by and among the Borrower, GSF and
Transocean Worldwide Inc., as amended from time to time in accordance
therewith.


“Merger Cash Consideration” has the meaning assigned to such
term in the recitals.


“Merger Documentation” means, collectively, the Merger
Agreement and all schedules, exhibits, annexes and amendments thereto and all
other material documents (including all schedules, exhibits, annexes and
amendments thereto) affecting the terms thereof or entered into in connection
therewith.


“Merger Sub” has the meaning assigned to such term in the
recitals.


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


“Multiemployer Plan”
means any Employee Benefit Plan which is a “multiemployer plan” as defined in
Section 3(37) of ERISA.


“Net Asset Sale Proceeds”
means, with respect to any Asset Sale, an amount equal to:  (i) cash payments (including any cash
received by way of deferred payment pursuant to, or by monetization of, a note
receivable or otherwise, but only as and when so received) received by the
Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any
bona fide direct fees (including attorney’s fees, accountants’ fees, investment
banking fees, brokerage, consultant and other customary fees, in each case,
incurred in connection with such Asset Sale), commissions, transfer taxes and
other customary costs and expenses, in each case, incurred in connection with
such Asset Sale, including (a) income or gains taxes paid or payable by the Borrower or any of its
Subsidiaries as a result of any gain recognized in connection with such Asset
Sale, (b) payment of the outstanding principal amount of, premium or penalty,
if any, and interest on any Indebtedness (other than the Loans) that is secured
by a Lien on the stock or assets in question and that is required to be repaid
under the terms thereof as a result of such Asset Sale, (c) amounts provided as
a reserve, in accordance with GAAP, against any liabilities (fixed or
contingent) in respect of any indemnification obligations undertaken by the
Borrower or any of its Subsidiaries or purchase price adjustment associated
with such Asset Sale (provided that,
to the extent and at any time such amounts are released from such reserve, such
amounts shall constitute Net Asset Sale Proceeds) and (d) any amount required
to be paid to any Person (other than the Borrower or any of its Subsidiaries)
with a beneficial ownership interest (including such interest by a holder of a
minority interest in the Subsidiary that has sold such property or assets) in the
property or assets to be sold pursuant to such Asset Sale.


 


14

















 


“Net Insurance/Condemnation
Proceeds” means an amount equal to: (i) any cash payments or
proceeds received by the Borrower or any of its Subsidiaries (a) under any
casualty insurance policy in respect of a covered loss thereunder or (b) as a
result of the taking of any assets of the Borrower or any of its Subsidiaries
by any Person pursuant to the power of eminent domain, condemnation or otherwise,
or pursuant to a sale of any such assets to a purchaser with such power under
threat of such a taking, minus (ii) (a) any actual and reasonable costs
incurred by the Borrower or any of its Subsidiaries in connection with the
adjustment or settlement of any claims of the Borrower or such Subsidiary in
respect thereof, (b) any bona fide direct fees (including attorney’s
fees, accountants’ fees, investment banking fees, brokerage, consultant and
other customary fees, in each case, incurred in connection with any sale of such assets as referred to in
clause (i)(b) of this definition), commissions, transfer
taxes and other customary costs and expenses, in each case, incurred in
connection with any
sale of such assets as referred to in clause (i)(b) of this definition,
including income taxes paid or payable by the Borrower or any of its
Subsidiaries as a result of any gain recognized in connection therewith, (c) payment of the outstanding principal amount of, premium or penalty, if
any, and interest on any Indebtedness (other than the Loans) that is secured by
a Lien on the assets in question and that is required to be repaid under the
terms thereof as a result of any such casualty event, condemnation or taking
provided for in clause (i) of this definition, and (d) any amount required to
be paid to any Person (other than the Borrower or any of its Subsidiaries) with
a beneficial ownership interest (including any such interest by a holder of a
minority interest in the Subsidiary that owned such property or assets) in the
property or assets that are the subject of any such casualty event,
condemnation or taking provided for in clause (i) of this definition.


“Nonpublic Information” means information which has not been
disseminated in a manner making it available to investors generally, within the
meaning of Regulation FD as promulgated by the SEC under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, as in
effect from time to time.


“Non-recourse Debt” means with respect to any Person (i)
obligations of such Person against which the obligee has no recourse to such
Person except as to certain named or described present or future assets or
interests of such Person, and (ii) the obligations of SPVs to the extent
the obligee thereof has no recourse to the Borrower or any of its Subsidiaries,
except as to certain specified present or future assets or interests of SPVs.


“Note” means any of the promissory notes of the Borrower
defined in Section 2.8(e).


“Obligations” means all obligations of the Borrower to pay
fees, costs and expenses hereunder, to pay principal and interest on Loans and
to pay any other obligations to the Administrative Agent or any Lender arising
under any Credit Document.


“Other Debt Holder” means any holder of Indebtedness (or any
trustee, agent or other representative on its behalf) under any indenture, loan
or credit agreement, debenture, note or other document evidencing or governing
Indebtedness (other than loans and advances made by (x) the Borrower or any of
its Subsidiaries to any other Subsidiary of the Borrower or (y) any Subsidiary
of the Borrower to the Borrower or any other Subsidiary of the Borrower (such
loans and advances, collectively, “Intercompany Indebtedness”))
with an original principal amount or original
commitments in excess of $500,000,000 incurred, assumed or suffered to exist on any 


 


15

















 


date of determination by the Borrower or any of its
Subsidiaries (including any refinancings thereof), other than any Lender or
Agent under this Agreement.


“Pacific Drilling Debt” means the
Indebtedness described under the heading “Pacific Drilling Debt” on Schedule
5.15 hereto, the proceeds of which Indebtedness shall be used to
finance up to 50% of any construction and mobilization costs
of two drillships under construction in Korea.


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


“PBGC” means the Pension Benefit Guaranty Corporation or any
successor thereto.


“Pension Plan” means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Code or Section 302
of ERISA.


“Percentage” means, for each Lender, as
of any date of determination, the outstanding principal amount of the Loans of
such Lender expressed as a percentage of the total amount of all Loans
outstanding as of such date of determination; provided at any  time prior to
the making of the Loans, the Percentage of any Lender shall be equal to such
Lender’s Commitment, in each case subject to any assignments by such Lender of
Commitments or Obligations pursuant to Section 10.10.


“Performance Guaranties” means all Guaranties of the Borrower
or any of its Subsidiaries delivered in connection with the construction
financing of drill ships, offshore mobile drilling units or offshore drilling
rigs for which firm drilling contracts have been obtained by the Borrower, any
of its Subsidiaries or a SPV.


“Performance Letters of Credit” means all letters of credit
for the account of the Borrower, any Subsidiary or a SPV issued as support for
Non-recourse Debt or a Performance Guaranty.


“Permitted Business” has the meaning assigned to such term in
Section 6.8.


“Permitted Liens” means the Liens permitted as described in
Section 6.10.


“Person” means an individual, partnership, corporation,
limited liability company, association, trust, unincorporated organization or
any other entity or organization, including a government or any agency or
political subdivision thereof.


“Plan” means an employee pension benefit plan covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code that is either (i) maintained by the Borrower or any of its
Subsidiaries, or (ii) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which the Borrower or any of its Subsidiaries is then making or accruing
an obligation to make contributions or has within the preceding five (5) plan
years made or had an obligation to make contributions.


 


16
















 


“Platform” has the meaning assigned to such term in Section
6.6.


“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates
Section as the Prime Rate (currently defined as the base rate on corporate
loans posted by at least 75% of the nation’s thirty (30) largest banks), as in
effect from time to time.  The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer.  Any
Agent or Lender may make commercial loans or other loans at rates of interest
at, above or below the Prime Rate.


“Public Reports” means all documents (including exhibits and
any amendments thereto) the Borrower and/or GSF has filed with the SEC since
January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Securities
Exchange Act of 1934, as amended.


“Reclassification” has the meaning assigned to such term in
the recitals.


“Register” has the meaning assigned to such term in Section
2.8(c).


“Reinvestment Deferred Amount” means the aggregate Net Asset
Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received
by the Borrower or any of its Subsidiaries that would have been required to
prepay the Loans pursuant to Section 2.10(a) or 2.10(b), as applicable, but
that were not so prepaid as a result of the delivery of a Reinvestment Notice.


“Reinvestment Notice” means a written notice executed by an
authorized officer of the Borrower stating that no Default or Event of Default
has occurred and is continuing and that the Borrower (directly or through one
or more of its Subsidiaries) intends and expects to use all or a specified
portion of the Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds,
as applicable, within one year of receipt thereof to acquire or invest in assets
to be used in any Permitted Business, which investment may include the repair,
restoration or replacement of the applicable assets thereof.


“Related Fund” means, with respect to any Lender that is an
investment fund, any other investment fund that invests in commercial loans and
that is managed or advised by the same investment advisor as such Lender or by
a Controlling Affiliate of such investment advisor.


“Required Lenders” means one or more Lenders having Loan
Exposure representing more than 50% of the sum of the aggregate Loan Exposure
of all Lenders.


“Sale-Leaseback Transaction” means any arrangement whereby
the Borrower or a Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease property that it intends to use for
substantially the same purpose or purposes as the property sold or transferred;
provided, however, Sale-Leaseback
Transaction shall exclude any transaction between (i) the Borrower and any of
its Subsidiaries and (ii) any Subsidiary of the Borrower and any other
Subsidiary of the Borrower.


“S&P” means Standard & Poor’s Ratings Group, a
division of The McGraw Hill Corporation, or any successor thereto.


 


17

















 


“SEC” means the United States Securities and Exchange
Commission or any successor thereto.


“Significant Subsidiary”  has the
meaning ascribed to it under Regulation S-X promulgated under the Securities
Exchange Act of 1934, as amended.


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


“Statutory Reserve Rate” means, at any time, for any
Eurocurrency Loan, the maximum rate, expressed as a decimal, at which reserves
(including any basic marginal, special, supplemental, emergency or other
reserves) are required to be maintained with respect thereto against “Eurocurrency
liabilities” (as such term is defined in Regulation D of the Board of Governors
of the Federal Reserve System) under regulations issued from time to time by
the Board of Governors of the Federal Reserve System or other applicable
banking regulator.  Without limiting the
effect of the foregoing, the Statutory Reserve Rate shall reflect any other
reserves required to be maintained by such member banks with respect to (i) any
category of liabilities which includes deposits by reference to which the
applicable Adjusted LIBOR or any other interest rate of a Loan is to be
determined, or (ii) any category of extensions of credit or other assets which
include Eurocurrency Loans.  A Eurocurrency
Loan shall be deemed to constitute Eurocurrency liabilities and as such shall
be deemed subject to reserve requirements without benefits of credit for
proration, exceptions or offsets that may be available from time to time to the
applicable Lender.  The rate of interest
on Eurocurrency Loans shall be adjusted automatically on and as of the
effective date of any change in the Statutory Reserve Rate.


“Subsidiary”
means, for any Person, any other Person (other than, except in the context of
Section 6.6(a), a SPV) of which more than fifty percent (50%) of the
outstanding stock or comparable equity interests having ordinary voting power
for the election of the board of directors of such corporation, any managers of
such limited liability company or similar governing body (irrespective of whether
or not at the time stock or other equity interests of any


 


18

















 


other class or
classes of such corporation or other entity shall have or might have voting
power by reason of the happening of any contingency), is at the time directly
or indirectly owned by such Person or by one or more of its Subsidiaries.


“Subsidiary Debt Basket Amount” has the meaning assigned to
such term in Section 6.11(i).


“Subsidiary Guaranty” means any Guaranty of any Subsidiary
delivered pursuant to Section 6.11(j).


“Syndication Agent” means Lehman Commercial Paper Inc.,
acting in its capacity as syndication agent for the Lenders, provided, however, that the Syndication Agent shall not have
any duties, responsibilities, or obligations hereunder in such capacity.


“364-day Working Capital Facility Agreement” means any
Working Capital Facility Agreement, in respect of which the obligations
thereunder shall mature within 364 days of the date on which such Working
Capital Facility Agreement became effective.


“Taxes” has the meaning assigned to such term in Section
5.10.


“Total Assets” means, as of any date of determination, the
aggregate book value of the assets of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP as of such date.


“Transactions” means collectively, (a) the Merger and the
Reclassification, (b) the execution, delivery and performance by the
Borrower of the Credit Documents to which it is a party, (c) the initial
borrowings hereunder and the use of proceeds thereof, and (d) any other
transactions related to or entered into in connection with any of the
foregoing.


“Type”, when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to Adjusted LIBOR or the Base Rate.


“Unfunded Vested Liabilities” means, for any Plan at any
time, the amount (if any) by which the present value of all vested
nonforfeitable accrued benefits under such Plan (determined on the basis of the
actuarial assumptions specified for funding purposes in the most recent
actuarial valuation for such Plan) exceeds the fair market value of all Plan
assets allocable to such benefits, determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess
represents a potential liability of the Borrower or any of its Subsidiaries to
the PBGC or such Plan.


“Working Capital Facility Agreement” means (i) that certain
Revolving Credit Agreement, dated as of July 8, 2005, among the Borrower, the
lenders from time to time parties thereto, Citibank, N.A., as administrative
agent, Bank of America, N.A., as syndication agent, JPMorgan Chase Bank, N.A.,
The Royal Bank of Scotland, plc and SunTrust Bank, as co-documentation agents,
and Bank of America, N.A., as issuing bank of the letters of credit thereunder
or (ii) any agreement or instrument in respect of the principal working capital
credit facility of the Borrower, the terms of which do not provide for any
scheduled repayment,


 


19

















 


mandatory prepayment or repayment, mandatory
redemption or sinking fund obligation prior to the date that is ninety days
following the Maturity Date, other than customary offers to purchase or prepay
upon a change of control and customary acceleration rights after an event of
default (in the case of clause (i) and (ii), as the same may be amended,
restated, replaced and supplemented from time to time in accordance therewith
and this Agreement).


Section 1.2.            Time
of Day.  Unless otherwise expressly
provided, all references to time of day in this Agreement and the other Credit
Documents shall be references to New York, New York time.


Section 1.3.            Accounting
Terms; GAAP.  Except as otherwise
expressly provided herein, and subject to the provisions of Section 10.17, all
terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time.


ARTICLE 2.                                                     THE CREDIT FACILITY.


Section 2.1.            Commitments
for Loans.  Subject to the terms and
conditions hereof, each Lender severally agrees to make, on the Closing Date, a
term loan (each such term loan, a “Loan” and,
collectively, the “Loans”) to the
Borrower in an amount not to exceed such Lender’s Commitment.  The Borrower may make only one borrowing
under the Commitment which shall be on the Closing Date.  Any amount borrowed under this Section 2.1
subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.9 and 2.10, all amounts
owed hereunder with respect to the Loans shall be paid in full no later than
the Maturity Date.  Each Lender’s
Commitment shall terminate immediately and without further action on the
earlier of (x) the Closing Date after giving effect to the funding of such
Lender’s Commitment on such date and (y) July 21, 2008.


Section 2.2.            Types
of Loans.  Borrowings of Loans may be
outstanding as either Base Rate Loans or Eurocurrency Loans, as selected by the
Borrower pursuant to Section 2.3.  Each
Borrowing of Base Rate Loans shall be in an amount of not less than $1,000,000
and each Borrowing of Eurocurrency Loans shall be in an amount of not less than
$5,000,000 and in an integral multiple of $100,000.


Section 2.3.            Manner of Borrowings;
Continuations and Conversions of Borrowings.


 


(a)           Notice of Borrowings.  The Borrower shall give notice to the
Administrative Agent by no later than (i) 12:00 P.M. at least three (3)
Business Days before the Closing Date in the case of a Borrowing of
Eurocurrency Loans or (ii) 12:00 P.M. at least one (1) Business Day before the
Closing Date in the case of a Borrowing of Base Rate Loans, in either case
pursuant to a duly completed Borrowing Request substantially in the form of Exhibit
2.3 (the “Borrowing Request”) executed on behalf
of the Borrower by two of its officers.


(b)           Notice of Continuation or
Conversion of Outstanding Borrowings. 
The Borrower may from time to time elect to change or continue the type
of interest rate borne by each  Borrowing
or, subject to the minimum amount requirements in Section 2.2 for each
outstanding  Borrowing, a portion
thereof, as follows:  (i) if such
Borrowing is of Eurocurrency Loans, the Borrower may continue part or all of
such Borrowing as Eurocurrency Loans for an Interest Period specified by the
Borrower or convert part or all of such Borrowing into Base Rate Loans


 


20

















 


on the last day of the
Interest Period applicable thereto, or the Borrower may earlier convert part or
all of such Borrowing into Base Rate Loans so long as it pays the breakage fees
and funding losses provided in Section 2.11; and (ii) if such Borrowing is of
Base Rate Loans, the Borrower may convert all or part of such Borrowing into
Eurocurrency Loans for an Interest Period specified by the Borrower on any
Business Day, in each case pursuant to notices of continuation or conversion as
set forth below.  The Borrower may select
multiple Interest Periods for the Eurocurrency Loans constituting any such
particular Borrowing, provided that
at no time shall the number of different Interest Periods for outstanding
Eurocurrency Loans exceed ten (10) (it being understood for such purposes that
(x) Interest Periods of the same duration, but commencing on different dates,
shall be counted as different Interest Periods, and (y) all Interest Periods
commencing on the same date and of the same duration shall be counted as one
Interest Period regardless of the number of Borrowings or Loans involved).  Notices of the continuation of such Eurocurrency
Loans for an additional Interest Period or of the conversion of part or all of
such Eurocurrency Loans into Base Rate Loans or of such Base Rate Loans into
Eurocurrency Loans must be given by no later than 12:00 P.M. at least three (3)
Business Days with respect to Eurocurrency Loans before the date of the
requested continuation or conversion.  If
on any day a Loan is outstanding with respect to which a Borrowing Request has
not been delivered to the Administrative Agent in accordance with the terms
hereof specifying the applicable basis for determining the rate of interest,
then for that day such Loan shall be a Base Rate Loan.


(c)           Manner of Notice.  The Borrower shall give such notices
concerning the advance, continuation, or conversion of a Borrowing pursuant to
this Section 2.3 by telephone or facsimile (which notice shall be irrevocable
once given and, if by telephone, shall be promptly confirmed in writing)
pursuant to a Borrowing Request which shall specify the date of the requested
advance, continuation or conversion (which shall be a Business Day), the amount
of the requested Borrowing, whether such Borrowing is to be advanced,
continued, or converted, the Type of Loans to comprise such new, continued or
converted Borrowing and, if such Borrowing is to be comprised of Eurocurrency
Loans, the Interest Period applicable thereto. 
If the Borrower fails to specify an Interest Period for any Eurocurrency
Loan in the applicable Borrowing Request, the Borrower shall be deemed to have
selected an Interest Period of one month. 
The Borrower agrees that the Administrative Agent may rely on any such
telephonic or facsimile notice given by any Person it in good faith believes is
an authorized representative of the Borrower without the necessity of independent
investigation and that, if any such notice by telephone conflicts with any
written confirmation, such telephonic notice shall govern if the Administrative
Agent has acted in reliance thereon.


(d)           Notice to the Lenders.  The Administrative Agent shall give prompt
telephonic or facsimile notice to each Lender of any notice received pursuant
to this Section 2.3 relating to a Borrowing. 
The Administrative Agent shall give notice to the Borrower and each
Lender by like means of the interest rate applicable to each Borrowing of
Eurocurrency Loans (but, if such notice is given by telephone, the
Administrative Agent shall confirm such rate in writing) promptly after the
Administrative Agent has made such determination.


(e)           Borrower’s Failure to Notify.  If the Borrower fails to give notice pursuant
to Section 2.3(b) of the continuation or conversion of any outstanding
principal amount of a Borrowing of Eurocurrency Loans and has not notified the
Administrative Agent by 12:00 P.M. at least three (3) Business Days before the
last day of the Interest Period for any Borrowing of


 


21

















 


Eurocurrency Loans, the
Borrower shall be deemed to have requested the continuation of such Borrowing
as a Eurocurrency Loan with an Interest Period of one (1) month so long as no
Event of Default shall have occurred and be continuing or would occur as a
result of such Borrowing.  Upon the
occurrence and during the continuance of any Event of Default, and upon notice
thereof from the Administrative Agent to the Borrower (i) each Eurocurrency
Loan will automatically, on the last day of the then existing Interest Period
therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders
to make, continue or convert Loans into Eurocurrency Loans shall be suspended.


(f)            Conversion.  If the Borrower shall elect to convert any
particular Borrowing pursuant to this Section 2.3  from one Type of Loan to the other only in
part, then, from and after the date on which such conversion shall be
effective, such particular Borrowing shall, for all purposes of this Agreement
(including, without limitation, for purposes of subsequent application of this
sentence) be deemed to instead constitute two Borrowings (each originally
advanced on the same date as such particular Borrowing), one comprised of
(subject to subsequent conversion in accordance with this Agreement)
Eurocurrency Loans in an aggregate principal amount equal to the portion of
such Borrowing so elected by the Borrower to be comprised of Eurocurrency Loans
and the second comprised of (subject to subsequent conversion in accordance
with this Agreement) Base Rate Loans in an aggregate principal amount equal to
the portion of such particular Borrowing so elected by the Borrower to be comprised
of Base Rate Loans.  If the Borrower
shall elect to have multiple Interest Periods apply to any such particular
Borrowing comprised of Eurocurrency Loans, then, from and after the date such
multiple Interest Periods commence, such particular Borrowing shall, for all
purposes of this Agreement (including, without limitation, for purposes of
subsequent application of this sentence), be deemed to constitute a number of
separate Borrowings (each originally commencing on the same date as such
particular Borrowing) equal to the number of, and corresponding to, the
different Interest Periods so selected, each such deemed separate Borrowing
corresponding to a particular selected Interest Period comprised of (subject to
subsequent conversion in accordance with this Agreement) Eurocurrency Loans in
an aggregate principal amount equal to the portion of such particular Borrowing
so elected by the Borrower to have such Interest Period.  This Section 2.3(f) shall be applied appropriately
in the event that the Borrower shall make the elections described in the two
preceding sentences at the same time with respect to the same particular
Borrowing.


Section 2.4.            Interest
Periods.  As provided in Section 2.3,
at the time of the request, if any, for a Borrowing of Eurocurrency Loans on
the Closing Date, or for the continuation or conversion of any Borrowing of
Eurocurrency Loans, the Borrower shall select the Interest Period(s) to be
applicable to such Loans from among the available options, subject to the
limitations in Section 2.3; provided, however,
that:


(i)            the Borrower may
not select an Interest Period that extends beyond the Maturity Date;


(ii)           whenever the last
day of any Interest Period would otherwise be a day that is not a Business Day,
the last day of such Interest Period shall either be (i) extended to the next
succeeding Business Day, or (ii) in the case of Eurocurrency Loans only,


 


22

















 


reduced to the
immediately preceding Business Day if the next succeeding Business Day is in
the next calendar month; and


(iii)          for purposes of
determining an Interest Period, a month means a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next
calendar month; provided, however, that if there
is no such numerically corresponding day in the month in which an Interest
Period is to end or if an Interest Period begins on the last Business Day of a
calendar month, then in the case of Eurocurrency Loans only, such Interest
Period shall end on the last Business Day of the calendar month in which such
Interest Period is to end.


Section 2.5.            Funding
of Loans.


(a)           Disbursement of Loans.  Not later than 12:00 P.M. with respect to
Borrowings of Eurocurrency Loans, and 2:00 P.M. with respect to Base Rate
Loans, on the Closing Date, each Lender, subject to all other provisions
hereof, shall make available for the account of its applicable Lending Office
its Loan comprising its portion of such Borrowing in funds immediately
available for the benefit of the Administrative Agent at the Administrative
Agent’s Principal Office and according to the payment instructions of the
Administrative Agent.  The Administrative
Agent shall make the proceeds of each such Borrowing available in immediately
available funds to the Borrower (or as directed in writing by the Borrower) on
such date to such account or accounts of the Borrower or such other Person as
may be designated in writing by the Borrower to the Administrative Agent by the
Borrower.  In the event that any Lender
does not make such amounts available to the Administrative Agent by the time
prescribed above, but such amount is received later that day, such amount may
be credited to the Borrower in the manner described in the preceding sentence
on the next Business Day (with interest on such amount to begin accruing
hereunder on such next Business Day) provided that
acceptance by the Borrower of any such late amount shall not be deemed a waiver
by the Borrower of any rights it may have against such Lender.  No Lender shall be responsible to the
Borrower for any failure by another Lender to fund its portion of a Borrowing,
and no such failure by a Lender shall relieve any other Lender from its
obligation, if any, to fund its portion of a Borrowing.


(b)           Administrative Agent Reliance on
Lender Funding.  Unless the
Administrative Agent shall have been notified by a Lender prior to the time at
which such Lender is scheduled to make payment to the Administrative Agent of
the proceeds of a Loan (which notice shall be effective upon receipt) that such
Lender does not intend to make such payment, the Administrative Agent may
assume that such Lender has made such payment when due and in reliance upon
such assumption may (but shall not be required to) make available to the Borrower
the proceeds of the Loan to be made by such Lender and, if any Lender has not
in fact made such payment to the Administrative Agent, such Lender shall, on
demand, pay to the Administrative Agent the amount made available to the
Borrower attributable to such Lender together with interest thereon for each
day during the period commencing on the date such amount was made available to
the Borrower and ending on (but excluding) the date such Lender pays such
amount to the Administrative Agent at a rate per annum equal to the
Administrative Agent’s cost of funds for such amount.  If such amount is not received from such
Lender by the Administrative Agent immediately upon demand, the Borrower will,
on demand, repay to the Administrative Agent the proceeds of the Loan
attributable to such Lender with interest thereon at a rate per


 


23

















 


annum equal to the
interest rate applicable to the relevant Loan, but the Borrower will in no
event be liable to pay any amounts otherwise due pursuant to Section 2.11 in
respect of such repayment.  Nothing in
this subsection shall be deemed to relieve any Lender from any obligation to
fund any Loans hereunder or to prejudice any rights which the Borrower may have
against any Lender as a result of any default by such Lender hereunder.


Section 2.6.            Applicable
Interest Rates.


(a)           Base Rate Loans.  Each Base Rate Loan shall bear interest
(computed on the basis of a 365-day year or 366-day year, as the case may be,
and actual days elapsed excluding the date of repayment) on the unpaid
principal amount thereof from the date such Loan is made until maturity
(whether by acceleration or otherwise) or the date of conversion to a
Eurocurrency Loan, at a rate per annum equal to the lesser of (i) the Highest
Lawful Rate, or (ii) the Base Rate from time to time in effect.  The Borrower agrees to pay such interest on
each Interest Payment Date for such Loan and at maturity (whether by
acceleration or otherwise).


(b)           Eurocurrency Loans.  Each Eurocurrency Loan shall bear interest
(computed on the basis of a 360-day year and actual days elapsed, excluding the
date of repayment) on the unpaid principal amount thereof from the date such
Loan is made until maturity (whether by acceleration or otherwise) or the date
of conversion to a Base Rate Loan, at a rate per annum equal to the lesser of
(i) the Highest Lawful Rate, or (ii) the sum of Adjusted LIBOR plus the Applicable Margin.  The Borrower agrees to pay such interest on
each Interest Payment Date for such Eurocurrency Loan and at maturity (whether
by acceleration or otherwise) or the date of conversion to a Base Rate Loan.


(c)           Rate Determinations.  The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder insofar as such interest rate
involves a determination of Base Rate, Adjusted LIBOR or LIBO Rate, or any
applicable default rate pursuant to Section 2.7, and such determination shall
be conclusive and binding except in the case of the Administrative Agent’s
manifest error or willful misconduct. 
The Administrative Agent shall promptly give notice to the Borrower and
each Lender of each determination of Adjusted LIBOR, with respect to each
Eurocurrency Loan.


Section 2.7.            Default
Rate.  If any payment of principal on
any Loan is not made when due after the expiration of the grace period therefor
provided in Section 7.1(a) (whether by acceleration or otherwise), such Loan
shall bear interest (computed on the basis of a year of 360, 365 or 366 days,
as applicable, and actual days elapsed) after any such grace period expires
until such principal then due is paid in full, which the Borrower agrees to pay
on demand, at a rate per annum equal to:


(a)           for any Base Rate Loan, the lesser of
(i) the Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus the Base Rate from time to time
in effect (but not less than the Base Rate in effect at the time such payment
was due); and


(b)           for any Eurocurrency Loan, the lesser
(i) of the Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus the rate of interest in effect
thereon at the time of such default until the end of the Interest Period for
such Loan and, thereafter, at a rate per annum


 


24

















 


equal to the sum of two
percent (2%) per annum plus the
Base Rate from time to time in effect (but not less than the Base Rate in
effect at the time such payment was due).


It is the
intention of the Administrative Agent and the Lenders to conform strictly to
usury laws applicable to them. 
Accordingly, if the transactions contemplated hereby or any Loan or
other Obligation would be usurious as to any of the Lenders under laws
applicable to it (including the laws of the United States of America and the
State of New York or any other jurisdiction whose laws may be mandatorily
applicable to such Lender notwithstanding the other provisions of this
Agreement, the Notes or any other Credit Document), then, in that event,
notwithstanding anything to the contrary in this Agreement, the Notes or any
other Credit Document, it is agreed as follows: 
(i) the aggregate of all consideration which constitutes interest under
laws applicable to such Lender that is contracted for, taken, reserved, charged
or received by such Lender under this Agreement, the Notes or any other Credit
Document or otherwise shall under no circumstances exceed the Highest Lawful
Rate, and any excess shall be credited by such Lender on the principal amount
of the Loans (or, if the principal amount of the Loans shall have been paid in
full, refunded by such Lender to the Borrower); and (ii) in the event that the
maturity of the Loans is accelerated by reason of an election of the holder or
holders thereof resulting from any Event of Default hereunder or otherwise, or
in the event of any required or permitted prepayment, then such consideration
that constitutes interest under laws applicable to such Lender may never
include more than the Highest Lawful Rate, and excess interest, if any,
provided for in this Agreement, the Notes, any other Credit Document or
otherwise shall be automatically canceled by such Lender as of the date of such
acceleration or prepayment and, if theretofore paid, shall be credited by such
Lender on the principal amount of the Loans (or if the principal amount of the
Loans shall have been paid in full, refunded by such Lender to the
Borrower).  In the event the Loans are
paid in full by the Borrower prior to the full stated term of the Loans and the
interest received from the actual period of the existence of the Loans exceeds
the Highest Lawful Rate, the Lenders shall refund to the Borrower the amount of
the excess or shall credit the amount of the excess against amounts owing under
the Loans and none of the Administrative Agent or the Lenders shall be subject
to any of the penalties provided by law for contracting for, taking, reserving,
charging or receiving interest in excess of the Highest Lawful Rate.


Section 2.8.            Repayment of Loans; Evidence of
Debt.         (a).  The Borrower hereby promises to pay to the
Administrative Agent for the account of each Lender, on the Maturity Date, the
unpaid amount of each Loan then outstanding.


(b)           Record of Loans by Lenders.  Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and accrued interest payable and paid to such Lender
from time to time hereunder.


(c)           Record of Loans by Administrative
Agent.  The Administrative Agent (or
its agent or sub-agent appointed by it) shall maintain a register for the
recordation of the names and addresses of Lenders and the Commitments and Loans
of each Lender from time to time (the “Register”). 
The Register shall be available for inspection by the Borrower or any
Lender (with respect to any entry relating to such Lender’s Commitments or
Loans) at any reasonable time and from time to time upon reasonable prior
notice.  The Administrative Agent shall
record, or


 


25

















 


shall cause to be
recorded, in the Register (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or accrued interest due and payable or to become due and payable from
the Borrower to each Lender hereunder, and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof.  The Borrower
hereby designates GSCP to serve as the Borrower’s agent solely for purposes of
maintaining the Register as provided in this Section 2.8, and the Borrower
hereby agrees that, to the extent GSCP serves in such capacity, GSCP and its
officers, directors, employees, agents, sub-agents and affiliates shall
constitute “Indemnified Parties.”


(d)           Evidence of Obligations.  The entries made in the accounts maintained
pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.


(e)           Notes.  The Loans outstanding to the Borrower from
each Lender shall, at the written request of such Lender, be evidenced by a
promissory note of the Borrower payable to such Lender in the form of Exhibit
2.8 (Master Note) (each a “Note”).  The Borrower agrees to execute and deliver to
the Administrative Agent, for the benefit of each Lender requesting a
promissory note as aforesaid, an original of such promissory note,
appropriately completed, to evidence the respective Loans made by such Lender
hereunder.


(f)            Recording of Loans and Payments
on Notes.  Each holder of a Note
shall record on its books and records or on a schedule to its appropriate Note
(and prior to any transfer of its Notes shall endorse thereon or on schedules
forming a part thereof appropriate notations to evidence) the amount of each
Loan outstanding from it to the Borrower, all payments of principal and
interest and the principal balance from time to time outstanding thereon, the
Type of such Loan and, if a Eurocurrency Loan the Interest Period and interest
rate applicable thereto.  Such record,
whether shown on the books and records of a holder of a Note or on a schedule
to its Note, shall be prima facie
evidence as to all such matters; provided, however,
that the failure of any holder to record any of the foregoing or any error in
any such record shall not limit or otherwise affect the obligation of the
Borrower to repay all Loans outstanding to it hereunder together with accrued
interest thereon.  At the request of any
holder of a Note and upon such holder tendering to the Borrower the Note to be
replaced, the Borrower shall furnish a new Note to such holder to replace any
outstanding Note and at such time the first notation appearing on the schedule
on the reverse side of, or attached to, such new Note shall set forth the
aggregate unpaid principal amount of all Loans, if any, then outstanding
thereon.


Section 2.9.            Optional
Prepayments.  The Borrower shall have
the privilege of prepaying any Base Rate Loans without premium or penalty at
any time in whole or at any time and from time to time in part (but, if in
part, then in an amount which is equal to or greater than $1,000,000); provided, however, that the Borrower shall have given notice
of such prepayment to the Administrative Agent no later than 12:00 P.M. on the
date of such prepayment.  The Borrower
shall have the privilege of prepaying any Eurocurrency Loans (a) without
premium or penalty in whole or in part (but, if in part, then in an amount
which is equal to or greater than $5,000,000 and in an integral multiple of
$100,000 or such smaller amount as needed to prepay a


 


26

















 


particular Borrowing in full) only on the last
Business Day of an Interest Period for such Loan, and (b) at any other time
without premium or penalty except for the breakage fees and funding losses that
are required to be paid pursuant to Section 2.11; provided,
however, that the Borrower shall have given notice of such
prepayment to the Administrative Agent no later than 12:00 P.M. at least three
(3) Business Days before the last Business Day of such Interest Period or the
proposed prepayment date.  Any such
prepayments shall be made by the payment of the principal amount to be prepaid
and accrued and unpaid interest thereon to the date of such prepayment.  Unless otherwise specified in writing by the
Borrower, optional prepayments shall be applied to the Loans and other
Obligations then outstanding on a pro rata basis (in accordance with the
respective outstanding principal amounts thereof).


Section 2.10.          Mandatory
Prepayments of Loans and Reduction of Commitments.


(a)           Asset Sales.  Following the date of receipt by the Borrower
of any Net Asset Sale Proceeds after the Closing Date, the Borrower shall,
unless a Reinvestment Notice shall have been delivered to the Administrative
Agent in respect thereof, prepay the Loans in an aggregate amount equal to (x)
such Net Asset Sale Proceeds, such prepayment to be made no later than the 30th
day following the date of receipt by the Borrower of such Net Asset Sale
Proceeds or, (y) if a Reinvestment Notice shall have been delivered to the
Administrative Agent, the excess, if any, of such Net Asset Sale Proceeds over
the Reinvestment Deferred Amount that the Borrower does not reinvest within one
year of receipt thereof, such prepayment to be made on the first anniversary of
the receipt thereof.


(b)           Insurance/Condemnation Proceeds.  Following the date of receipt by the Borrower
or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds after the
Closing Date, the Borrower shall, unless a Reinvestment Notice shall have been
delivered to the Administrative Agent in respect thereof, prepay the Loans in
an aggregate amount equal to (x) such Net Insurance/Condemnation Proceeds, such
prepayment to be made no later than the 30th day following the date
of receipt by the Borrower of such Net Insurance/Condemnation Proceeds or, (y)
if a Reinvestment Notice shall have been delivered to the Administrative Agent,
the excess, if any, of such Net Insurance/Condemnation Proceeds over the
Reinvestment Deferred Amount that the Borrower does not reinvest within one
year of receipt thereof, such prepayment to be made on the first anniversary of
the receipt thereof.


(c)           Issuance of Equity Securities.  No later than five Business Days following
the date of receipt by the Borrower or any of its Subsidiaries of any cash
proceeds (net of reasonable attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other reasonable
customary fees and expenses actually incurred in connection with the issuance
of any equity securities by the Borrower or any of its Subsidiaries) from the
issuance of any equity securities of the Borrower or any of its Subsidiaries
(other than (x) issuances of equity securities to (A) the Borrower, (B) any of
the Borrower’s Subsidiaries (including Merger Sub and its Subsidiaries), (C)
any Subsidiary that is the survivor of a merger, consolidation or amalgamation
with any of the Borrower’s or the Merger Sub’s other Subsidiaries as of the
Closing Date and (D) the Former Subsidiary) and (y) pursuant to any
compensation plan or substantially similar arrangement with respect to the
former or existing employees, officers or directors of (A) the Borrower or any
of its Subsidiaries, (B) the Merger Sub or any of its Subsidiaries, (C) the
Former Subsidiary or (D) any other entity that was a


 


27
















Subsidiary of the Borrower or GSF prior to the Closing Date and that is
no longer a Subsidiary of the Borrower or the Merger Sub on the Closing Date)
(i) to the extent such date of receipt occurs on or prior to the Closing Date,
the aggregate amount of the Lenders’ Commitments outstanding on such date shall
be automatically and permanently reduced in an aggregate amount equal to 100%
of such net cash proceeds, such reduction to be allocated among the Lenders pro rata based on the amount of each such Lender’s
Commitment outstanding on such date, and (ii) to the extent such date of
receipt occurs after the Closing Date, the Borrower shall prepay the Loans in
an aggregate amount equal to 100% of such net cash proceeds.


 


(d)           Issuance of Debt. No later
than five Business Days following date of receipt by the Borrower or any of its
Subsidiaries of any cash proceeds (net of reasonable attorneys’ fees,
investment banking fees, accountants’ fees, underwriting discounts and
commissions and other reasonable customary fees and expenses actually incurred
in connection with the incurrence of any such Indebtedness for borrowed money
by the Borrower or any of its Subsidiaries) from the incurrence of any
Indebtedness for borrowed money of the Borrower or any of its Subsidiaries
(other than with respect to any (w) Indebtedness for borrowed money
permitted to be incurred pursuant to Section 6.11 (as though such Section were
in effect from the Effective Date) and any Guaranty of the Borrower thereof,
(x) Intercompany Indebtedness, (y) Indebtedness incurred or assumed
pursuant to a Working Capital Facility Agreement (other than any 364-day
Working Capital Facility Agreement) or (z) any refinancings, replacements or
renewals of any Indebtedness of the Borrower, GSF or any of their respective
Subsidiaries outstanding as of the Effective Date) (i) to the extent such date
of receipt occurs on or prior to the Closing Date, the aggregate amount of the
Lenders’ Commitments outstanding on such date shall be automatically and
permanently reduced in an aggregate amount equal to 100% of such net cash
proceeds, such reduction to be allocated among the Lenders pro rata
based on the amount of each such Lender’s Commitment outstanding on such date,
and (ii) to the extent such date of receipt occurs after the Closing Date, the
Borrower shall prepay the Loans in an aggregate amount equal to 100% of such
net cash proceeds.


(e)           Reductions of Commitment and
Prepayment Certificate.  Concurrently
with any permanent reductions of the aggregate Commitments and any prepayment
of the Loans pursuant to Sections 2.10(a) through 2.10(d), the Borrower shall
deliver to the Administrative Agent a certificate of an authorized officer
demonstrating the calculation of the amount of the applicable net proceeds.  In the event that the Borrower shall
subsequently determine that the actual net cash amount required to be applied
to the permanent reduction of the aggregate Commitments or prepaid pursuant to
this Section 2.10 exceeded the amount set forth in such certificate, the
aggregate amount of the Commitments shall be automatically and permanently
reduced by the amount of any such excess or the Borrower shall promptly make an
additional prepayment of the Loans, and the Borrower shall concurrently
therewith deliver to the Administrative Agent a certificate of an authorized
officer demonstrating the derivation of such excess.


(f)            No Premium or Penalty and
Application of Prepayments.  Each
mandatory prepayment shall be made without premium or penalty other than the
payment of all accrued and unpaid interest on the Loans prepaid and any
applicable breakage fees and funding losses pursuant to Section 2.11.  Any amount required to be paid pursuant to
Sections 2.10(a) through 2.10(d) shall be applied first to prepay the Base Rate Loans to the full extent thereof
before


 


28

















 


application to the
Eurocurrency Loans, in each case in a manner that minimizes the amount of any
payments required to be made by the Borrower pursuant to Section 2.11.


Section 2.11.          Breakage
Fees.  If any Lender incurs any loss,
cost or expense (excluding loss of anticipated profits and other indirect or
consequential damages) by reason of the liquidation or re-employment of
deposits or other funds acquired by such Lender to fund or maintain any
Eurocurrency Loan as a result of any of the following events other than any
such occurrence as a result of a change of circumstance described in Sections
8.1 or 8.2:


(a)           any payment, prepayment or conversion
of any such Loan on a date other than the last day of its Interest Period
(whether by acceleration, mandatory prepayment or otherwise);


(b)           any failure to make a principal
payment of any such Loan on the due date therefor; or


(c)           any failure by the Borrower to
borrow, continue or prepay, or convert to, any such Loan on the date specified
in a notice given pursuant to Section 2.3 (other than by reason of a default of
such Lender),


then
the Borrower shall pay to such Lender such amount as will reimburse such Lender
for such loss, cost or expense.  If any
Lender makes such a claim for compensation, it shall provide to the Borrower a
certificate executed by an officer of such Lender setting forth the amount of
such loss, cost or expense in reasonable detail (including an explanation of
the basis for and the computation of such loss, cost or expense) no later than
ninety (90) days after the event giving rise to the claim for compensation, and
the amounts shown on such certificate shall be prima facie evidence of such
Lender’s entitlement thereto.  Within ten
(10) days of receipt of such certificate, the Borrower shall pay directly to
such Lender such amount as will compensate such Lender for such loss, cost or
expense as provided herein, unless such Lender has failed to timely give notice
to the Borrower of such claim for compensation as provided herein, in which
event the Borrower shall not have any obligation to pay such claim.


ARTICLE 3.                                                     FEES AND PAYMENTS.


Section 3.1.            Fees.  Pursuant to the Fee Letter, the Borrower
shall pay to (i) the Administrative Agent for its own account the fees agreed
to by the Borrower and the Administrative Agent at the time specified therein
and (ii) each Arranger for its own respective account the fees agreed to by the
Borrower and such Arranger at the times specified therein.  All fees payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent or
the applicable Arranger, as the case may be.


Section 3.2.            Place
and Application of Payments.


(a)           All payments of principal of and
interest on the Loans and all fees and other amounts payable by the Borrower
under the Credit Documents shall be made by the Borrower to the Administrative
Agent, for the benefit of the Lenders entitled to such payments, in immediately
available funds on the due date thereof no later than 2:00 P.M. to the account
at the Administrative Agent’s Principal Office. 
Any payments received by the Administrative Agent from the Borrower
after the time specified in the preceding sentence shall be deemed to have


 


29

















 


been received on the next
Business Day.  The Administrative Agent
will, on the same day each payment is received or deemed to have been received
in accordance with this Section 3.2, cause to be distributed like funds to each
Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of
Obligation then owing to each Lender.


(b)           If any payment received by the
Administrative Agent under any Credit Document is insufficient to pay in full
all amounts then due and payable to the Administrative Agent and the Lenders
under the Credit Documents, such payment shall be distributed by the
Administrative Agent and applied by the Administrative Agent and the Lenders in
the order set forth in Section 7.6.  In
calculating the amount of Obligations owing each Lender other than for
principal and interest on Loans, the Administrative Agent shall only be required
to include such other Obligations that Lenders have certified to the
Administrative Agent in writing are due to such Lenders.


Section 3.3.            Withholding
Taxes.


(a)           Payments Free of Withholding.  Except as otherwise required by law and
subject to Section 3.3(b), each payment by the Borrower to any Lender or
Administrative Agent under this Agreement or any other Credit Document shall be
made without withholding for or on account of any present or future taxes,
excluding, in the case of each Lender and the Administrative Agent, the
following taxes:


(i)            taxes imposed on,
based upon, or measured by such Lender’s or the Administrative Agent’s (as
applicable) net income or profits, and branch profits, franchise and similar
taxes imposed on it in lieu of net income taxes, in each case by or within the
jurisdiction in which the Lender or the Administrative Agent is organized, the
jurisdiction of the Lender’s applicable lending office, or (in each case) any
political subdivision or taxing authority thereof or therein;


(ii)           taxes imposed on
such Lender or the Administrative Agent (as applicable) as a result of a
present or former connection between the taxing jurisdiction and such Lender or
Administrative Agent, or any affiliate thereof, as the case may be, other than
a connection resulting solely from the transactions contemplated by this
Agreement;


(iii)          taxes imposed as a
result of the transfer by such Lender or Administrative Agent (as applicable)
of its interest in this Agreement or any other Credit Document or a designation
by such Lender or the Administrative Agent (other than pursuant to Section
8.3(c)) of a new Lending Office (other than taxes imposed as a result of any
change in treaty, law or regulation after such transfer of such Lender’s or the
Administrative Agent’s interest in this Agreement or any other Credit Document
or designation of a new Lending Office, and except to the extent that such
Lender or the Administrative Agent was entitled, at the time of such transfer
or designation, to receive additional amounts from the Borrower with respect to
such taxes);


(iv)          taxes imposed by the
United States of America (or any political subdivision thereof or tax authority
therein) upon a Lender or Administrative Agent


 


30

















 


organized under
the laws of a jurisdiction outside of the United States, except to the extent
that such tax is imposed as a result of any change in applicable law,
regulation or treaty (other than any addition of or change in any “anti-treaty
shopping,” “limitation of benefits,” or similar provision applicable to a
treaty) after the date hereof, in the case of each Lender or Administrative
Agent originally a party hereto or, in the case of any Purchasing Lender (as
defined in Section 10.10) or other Administrative Agent, after the date on which
it becomes a Lender or Administrative Agent, as the case may be; or


(v)           taxes which would
not have been imposed but for (a) the failure, other than as a result of any
change in applicable law, regulation or treaty, or in any official application
or interpretation thereof after the date hereof, of any Lender or the
Administrative Agent, as the case may be, to provide (I) the applicable forms
described in Section 3.3(b) without regard to Section 3.3(c), or (II) any other
form, certification, documentation or proof which is reasonably requested by
the Borrower and which is required by law, regulation, administrative practice
or an applicable treaty as a precondition to exemption from, or reduction in
the rate of, deduction or withholding of any taxes for which the Borrower is
required pay additional amounts pursuant to this Section 3.3(a), or (b) a
determination by a taxing authority or a court of competent jurisdiction that a
form, certification, documentation or other proof provided by such Lender or
the Administrative Agent to establish an exemption from such tax, assessment or
other governmental charge is false;


(all
such present or future taxes, excluding only the taxes described in the
preceding clauses (i) through (v), being hereinafter referred to as “Indemnified Taxes”). 
If any such withholding is so required, the Borrower shall make the
withholding, pay the amount withheld to the appropriate governmental authority
before penalties attach thereto or interest accrues thereon and forthwith pay
such additional amount as may be necessary to ensure that the net amount
actually received by each Lender and the Administrative Agent is free and clear
of such Indemnified Taxes (including Indemnified Taxes on such additional
amount) and is equal to the amount that such Lender or the Administrative Agent
(as the case may be) would have received had withholding of any Indemnified Tax
not been made.  If the Borrower pays any
Indemnified Taxes, or any penalties or interest in connection therewith, it
shall deliver official tax receipts evidencing the payment or certified copies
thereof, or other evidence of payment if such tax receipts have not yet been
received by the Borrower (with such tax receipts to be delivered within fifteen
(15) days after being actually received), to the Lender or the Administrative
Agent on whose account such withholding was made (with a copy to the
Administrative Agent if not the recipient of the original) within fifteen (15)
days of such payment.  If the
Administrative Agent or any Lender pays any Indemnified Taxes, or any penalties
or interest in connection therewith, the Borrower shall reimburse the
Administrative Agent or that Lender for the payment on demand in the currency
in which such payment was made.  Such
Lender or the Administrative Agent shall make written demand on the Borrower
for reimbursement hereunder no later than ninety (90) days after the earlier of
(i) the date on which such Lender or the Administrative Agent makes payment of
the Indemnified Taxes, penalties and interest, and (ii) the date on which the
relevant taxing authority or other governmental authority makes written demand
upon such  Lender or the Administrative
Agent for payment of the Indemnified Taxes, penalties and interest.  Any such demand shall describe in reasonable
detail such Indemnified Taxes, penalties or interest, including the amount
thereof if then known to such Lender or the Administrative Agent, as the


 


31

















 


case
may be.  In the event that such Lender or
the Administrative Agent (as applicable) fails to give the Borrower timely
notice as provided herein, the Borrower shall not have any obligation to pay
such claim for reimbursement.


(b)           U.S. Withholding Tax Exemptions.  Each Lender that is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent, on or before the date such
Lender becomes a party to this Agreement, (i) two duly completed and
signed copies of Form W-8BEN or Form W-8IMY as applicable, or any successor
form (in each case entitling such Lender to a complete exemption from
withholding under the Code on all amounts to be received by such Lender,
including fees, pursuant to the Credit Documents), and in the case of a Lender
claiming exemption from U.S. federal withholding tax under section 881(c) of
the Code with respect to payments of “portfolio interest,” a statement
substantially in the form of Exhibit 3.3, or (ii) two duly
completed and signed copies of Form W-8ECI or any successor form (relating to
all amounts to be received by such Lender, including fees, pursuant to the
Credit Documents) of the United States Internal Revenue Service, and any other
form of the United States Internal Revenue Service reasonably necessary to
accomplish exemption from withholding obligations or to facilitate the
Administrative Agent’s performance under this Agreement.  Thereafter and from time to time upon the
written request of the Borrower or the Administrative Agent, subject to Section
3.3(c) below, each such Lender shall submit to the Borrower and the
Administrative Agent such additional duly completed and signed copies of such
forms (or such successor forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may be required under
then-current United States law or regulations to avoid United States
withholding taxes on payments in respect of all amounts to be received by such
Lender, including fees, pursuant to the Credit Documents.  Each Lender that is a United States person
shall submit to the Borrower, on or before the date such Lender becomes a party
to this Agreement, a Form W-9 certifying that it is such a United States person
and is exempt from backup withholding under Section 3406 of the Code.


(c)           Inability of Lender to Submit
Forms.  If any Lender determines in
good faith that (i) it is required to withdraw or cancel any form or
certificate previously submitted to the Borrower or the Administrative Agent
pursuant to subsection (b) of this Section 3.3, or (ii) any such form or
certificate otherwise becomes ineffective or inaccurate, such Lender shall
promptly notify the Borrower and Administrative Agent of such fact, and the
Lender shall to that extent not be obligated to provide any such form or
certificate and will be entitled to withdraw or cancel any affected form or
certificate, as applicable.


(d)           Refund of Taxes.  If any Lender or the Administrative Agent
reasonably determines that it has received a refund of any Indemnified Tax or
any tax referred to in Section 10.3 with respect to which the Borrower has paid
any amount pursuant to this Section 3.3 or Section 10.3, such Lender or the
Administrative Agent (as applicable) shall pay the amount of such refund
(including interest only to the extent received by such Lender or the
Administrative Agent with respect thereto), net of any expenses incurred, to
the Borrower within fifteen (15) days after receipt thereof.  A Lender or the Administrative Agent shall
provide, at the sole cost and expense of the Borrower, such assistance as the
Borrower may reasonably request in order to obtain such a refund; provided, however, that neither the Administrative Agent nor
any Lender shall in any event be required to disclose any information to the Borrower
with respect to the


 


32

















 


overall tax position of
the Administrative Agent or such Lender or any other information the
Administrative Agent or such Lender considers confidential.


ARTICLE 4.                                                     CONDITIONS PRECEDENT.


Section 4.1.            Effective Date.  This Agreement shall become effective on the date (the
“Effective Date”) on which each of the
following conditions is satisfied (or waived in accordance with Section 10.11):


(a)           The Administrative Agent shall have received
duly executed counterparts of this Agreement (including by facsimile or other
electronic means), together with any Schedules hereto, and the following
documents, certificates or written statements, all in customary form and
substance:


(i)            Certificates of
Officers.  Certificates of the
Secretary or an Assistant Secretary of the Borrower dated as of the Effective
Date containing specimen signatures of the persons authorized to execute this
Agreement and the Notes, if any, on the Borrower’s behalf, together with and
certifying as to (x) copies of resolutions of the Board of Directors or other
appropriate body of the Borrower authorizing the execution and delivery of this
Agreement and the Notes, if any, and the borrowing of the Loans under this
Agreement, (y) copies of the Borrower’s memorandum of association and articles
of association and other publicly filed organizational documents in its
jurisdiction of incorporation and bylaws and other governing documents, if any,
and (z) a certificate of incorporation and a certificate of good standing from
the appropriate governing agency of the Borrower’s jurisdiction of
incorporation;


(ii)           Opinions of
Counsel.  The opinions of (x) Baker
Botts LLP, counsel for the Borrower, in the form of Exhibit 4.1A, (y)
Eric B. Brown, General Counsel of the Borrower, in the form of Exhibit 4.1B,
and (z) Walkers, Cayman Islands counsel for the Borrower, in the form of Exhibit
4.1C, each dated as of the Effective Date (and the Borrower hereby
instructs such counsel to deliver such opinions to the Agents and the Lenders);
and


(iii)          Closing
Certificate.  Certificate of the
President or a Vice President of the Borrower as to the satisfaction of all
conditions set forth in clauses (b) and (c) of this Section 4.1.


(b)           Each of the Effective Date
Representations shall be true and correct in all material respects as of the
Effective Date, except to the extent that any such representation or warranty
relates solely to an earlier date, in which case it shall have been true and
correct in all material respects as of such earlier date.


(c)           No Default or Event of Default
pursuant to Section 7.1(d) (solely with respect to the Effective Date
Representations), 7.1(f) or 7.1(g) shall have occurred and be continuing.


(d)           Payment of all reasonable and
documented costs and all expenses incurred through the Effective Date then due
and owing to the Administrative Agent and any fees then


 


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due and owing to the
Agents and the Arrangers pursuant to this Agreement, the Fee Letter and as
otherwise agreed in writing by the Borrower.


(e)           The Arrangers shall have received
such documentation and information as is reasonably requested in writing at
least 5 Business Days prior to the Effective Date by the Administrative Agent
about the Borrower in respect of applicable “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the Patriot
Act.


Section 4.2.            Closing
Date.  The obligation of each Lender
to advance the Loans hereunder is subject to satisfaction of the following
conditions precedent:


(a)           The Administrative Agent shall have
received the following documents, certificates or written statements:


(i)            Notes.  All originally executed Notes for which the
Borrower receives a written request thereof at least ten (10) Business Days
prior to the Closing Date;


(ii)           Regulatory
Filings and Approvals.  Copies of all
material governmental and third party consents required in respect of the
Borrowing of the Loans on the Closing Date; and


(iii)          Closing
Certificate.  Certificate of the
President or a Vice President of the Borrower as to the satisfaction of all
conditions set forth in clauses (c) and (d) of this Section 4.2.


(b)           Concurrently or substantially
concurrently with the making of Loans hereunder, the Merger and
Reclassification shall have been consummated in accordance with the terms of
the Merger Agreement and the other Merger Documentation.  All conditions precedent to the consummation
of the Merger in the Merger Agreement shall have been satisfied or waived (with
the prior consent (not to be unreasonably withheld or delayed) of the Arrangers
(other than with respect to the waiver of the financing condition) to the
extent the Arrangers reasonably determine any such waiver is materially adverse
to the Lenders).


(c)           Each of the representations and
warranties of the Borrower and its Subsidiaries set forth herein shall be true
and correct in all material respects as of the Closing Date, except to the
extent that any such representation or warranty relates solely to an earlier
date, in which case it shall have been true and correct in all material
respects as of such earlier date.


(d)           No Default or Event of Default shall
have occurred and be continuing or would occur as a result of the Borrowing of
the Loans on the Closing Date.


(e)           The Borrowing of the Loans on the
Closing Date shall not result in the Borrower or any Lender being in
non-compliance with or in violation of Regulation U or Regulation X of the
Board of Governors of the Federal Reserve System.


(f)            Payment of all reasonable and
documented costs and all expenses incurred through the Closing Date then due
and owing to the Administrative Agent and any fees then due


 


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and owing to the Agents
and the Arrangers pursuant to this Agreement, the Fee Letter and as otherwise
agreed in writing by the Borrower.


(g)           The Arrangers shall have received (i)
at least 30 days prior to the Closing Date, audited financial statements of
each of the Borrower and GSF for each of the three fiscal years immediately
preceding the Merger and ended at least 90 days prior to the Closing Date; (ii)
at least 10 days prior to the Closing Date, unaudited financial statements for
any interim period or periods of each of the Borrower and GSF ended after the
date of the most recent audited financial statements and at least 45 days prior
to the Closing Date; (iii) any additional audited and unaudited financial
statements for all recent, probable or pending acquisitions; and (iv) customary
pro forma financial statements, in each case meeting the requirements of
Regulation S-X promulgated under the Securities Exchange Act of 1934, as
amended, for proxy statements.


(h)           The Borrower and its Subsidiaries
shall have (i) repaid in full all Existing Indebtedness, (ii) terminated any
commitments to lend or make other extensions of credit thereunder and (iii)
made arrangements with respect to the cancellation of any letters of credit
outstanding thereunder.


ARTICLE
5.                                                     REPRESENTATIONS AND
WARRANTIES.


Subject in each
case to the disclosures made in the Merger Agreement, including, without
limitation, the Transocean Disclosure Letter and GlobalSantaFe Disclosure
Letter (each term as defined in the Merger Agreement), the Borrower represents
and warrants to each Lender and Administrative Agent on the Effective Date
(solely with respect to the Effective Date Representations) and on the Closing
Date as follows:


Section 5.1.            Corporate
Organization. The Borrower and each of its material Subsidiaries: (i) is
duly organized and existing in good standing under the laws of the jurisdiction
of its organization; (ii) has all necessary organizational power and authority
to own the property and assets it uses in its business and otherwise to carry
on its present business; and (iii) is duly licensed or qualified and in good
standing in each jurisdiction in which the nature of the business transacted by
it or the nature of the property owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or
qualified or to be in good standing, as the case may be, would not have a
Closing Date Material Adverse Effect.


Section 5.2.            Power and Authority; Validity.  The Borrower has the organizational power and
authority to execute, deliver and carry out the terms and provisions of the
Credit Documents to which it is a party and has taken all necessary company
action to authorize the execution, delivery and performance of such Credit
Documents.  The Borrower has duly
executed and delivered each Credit Document to which it is a party, and each
such Credit Document constitutes the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with its terms, subject as to
enforcement only to bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and
equitable principles.


Section 5.3.            No Violation.  Neither the execution, delivery or
performance by the Borrower of the this Agreement and the other Credit
Documents to which it is a party nor


 


35

















 


compliance by it with the terms and provisions hereof
or thereof and any other transactions contemplated herein or therein, will (a)
contravene in any material respect any applicable provision of any law,
statute, rule or regulation, or any applicable order, writ, injunction or
decree of any court or governmental instrumentality, (b) conflict with or
result in any breach of any term, covenant, condition or other provision of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien other than any Permitted Lien upon any
of the property or assets of the Borrower or any of its Subsidiaries under, the
terms of any material contractual obligation to which the Borrower or any of
its Subsidiaries is a party or by which they or any of their properties or
assets are bound or to which they may be subject, or (c) violate or conflict
with any provision of the memorandum of association and articles of
association, charter, articles or certificate of incorporation, partnership or
limited liability company agreement, by-laws, or other applicable governance
documents of the Borrower or any of its Subsidiaries.


Section 5.4.            Litigation.  Except as set forth in Schedule 5.4
hereto, there are no actions, suits, proceedings, counterclaims or
Environmental Claims (including, without limitation, derivative or injunctive
actions) pending or, to the knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries that are reasonably likely to have a
Closing Date Material Adverse Effect.


Section 5.5.            Use of Proceeds; Margin
Regulations.


(a)           Use of Proceeds.  The proceeds of the Loans shall only be used
to fund the Merger Cash Consideration and the fees, costs and expenses payable
by the Borrower or any of its Subsidiaries on or before the Closing Date in
connection with the Transactions and any other transaction contemplated by the
Credit Documents.


(b)           Margin Stock.  Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock.  No
proceeds of the Loans will be used for a purpose which violates Regulations T,
U or X of the Board of Governors of the Federal Reserve System.  After application of the proceeds of the
Loans, less than 25% of the assets of each of the Borrower and its Subsidiaries
consists of “margin stock” (as defined in
Regulation U of the Board of Governors of the Federal Reserve System).


Section 5.6.            Investment Company Act.  Neither the Borrower nor any of its
Subsidiaries is an “investment company”
or a company “controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940, as amended.


Section 5.7.            True and Complete Disclosure.  All factual information (taken as a whole)
furnished by the Borrower or any of its Subsidiaries in writing to the
Administrative Agent or any Lender in connection with any Credit Document or
the Confidential Information Memorandum or any transaction contemplated therein
did not, as of the date such information was furnished (or, if such information
expressly related to a specific date, as of such specific date), contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein (taken as a whole), in light of the
circumstances under which such information was furnished, not materially
misleading, except for such statements, if any, as have


 


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been updated, corrected, supplemented, superseded or
modified pursuant to a written correction or supplement furnished to the
Lenders prior to the date of this Agreement.


Section 5.8.            Financial
Statements.  The financial statements
heretofore delivered to the Lenders for the Borrower’s three fiscal years
immediately preceding the Merger and ended at least 90 days prior to the
Closing Date, and for the Borrower’s fiscal quarters and year-to-date periods
ended after the date of the audited financial statements for the fiscal year
immediately preceding the Closing Date and at least 45 days prior to the
Closing Date, have been prepared in accordance with GAAP applied on a basis
consistent, except as otherwise noted therein, in accordance with GAAP, with
the Borrower’s financial statements for the previous fiscal year.  Such annual and quarterly financial
statements fairly present in all material respects on a consolidated basis the
financial position of the Borrower as of the dates thereof, and the results of
operations for the periods indicated, subject in the case of interim financial
statements, to normal year-end audit adjustments and omission of certain
footnotes (as permitted by the SEC).  As
of the Closing Date, (a) the Borrower and its Subsidiaries (other than GSF),
considered as a whole, and (b) GSF had no material contingent liabilities or
material Indebtedness required under GAAP to be disclosed in a consolidated
balance sheet of the Borrower or GSF, as applicable, that were not (i) in the
case of the Borrower and its Subsidiaries (other than GSF) included in the
financial statements referred to in this Section 5.8 or disclosed in the notes
thereto or in writing to the Administrative Agent (with a written request to
the Administrative Agent to distribute such disclosure to the Lenders) unless
otherwise permitted under this Agreement and (ii) in the case of GSF, included
in the pro forma consolidated financial statements included in the final joint
proxy statement required to be filed with the SEC in connection with the Merger
prior to the Closing Date meeting the requirements of Regulation S-X
promulgated under the Securities Exchange Act of 1934, as amended, for such
joint proxy statement.


Section 5.9.            No Closing Date Material Adverse
Change.  Since December 31, 2006,
there has not been or continued to exist any event, change, occurrence, effect,
fact, circumstance or condition that, individually or in the aggregate, has had
or is reasonably likely to have a Closing Date Material Adverse Effect.


Section 5.10.          Taxes.  The Borrower and its Subsidiaries have filed
all material tax returns required to be filed, whether in the United States or
in any foreign jurisdiction, and all such tax returns are true, correct and
complete in all material respects.  The
Borrower and its Subsidiaries have paid all governmental taxes, rates,
assessments, fees, imposts, duties, charges and levies, including any interest
penalties and additions thereto (collectively, “Taxes”)
shown to be due and payable on such returns or on any assessments made against
Borrower and its Subsidiaries or any of their properties (other than any such
assessments, fees, charges or levies that are not more than ninety (90) days past
due, or which can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings and for which reserves have
been provided in conformity with GAAP, or which the failure to pay could not
reasonably be expected to have a Closing Date Material Adverse Effect).


Section 5.11.          Consents.  On the Closing Date, all material consents
and approvals of, and filings and registrations with, and all other actions of,
all governmental agencies, authorities or instrumentalities required to have
been obtained or made by the Borrower in order to obtain


 


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the Loans hereunder have been or will have been
obtained or made and are or will be in full force and effect.


Section 5.12.          Insurance.  The Borrower and its material Subsidiaries
currently maintain in effect, with responsible insurance companies, including
captive insurance companies, or through self-insurance, insurance against any
loss or damage to all insurable property and assets owned by it, which
insurance is of a character and in or in excess of such amounts as are
customarily maintained by companies similarly situated and operating like
property or assets (subject to self-insured retentions and deductibles), and
insurance with respect to employers’ and public and product liability risks
(subject to self-insured retentions and deductibles).


Section 5.13.          Intellectual Property.  The Borrower and its Subsidiaries own or hold
valid licenses to use all the patents, trademarks, permits, service marks, and
trade names that are necessary to the operation of the business of the Borrower
and its Subsidiaries as presently conducted, except where the failure to own,
or hold valid licenses to use, such patents, trademarks, permits, service
marks, and trade names could not reasonably be expected to have a Closing Date
Material Adverse Effect.


Section 5.14.          Ownership of Property.  The Borrower and its Subsidiaries have good
title to or a valid leasehold interest in all of their real property and good
title to, or a valid leasehold interest in, all of their other property,
subject to no Liens except Permitted Liens, except where the failure to have
such title or leasehold interest in such property could not reasonably be
expected to have a Closing Date Material Adverse Effect.


Section 5.15.          Existing Indebtedness.


(a)           Schedule 5.15 contains a
complete and accurate list of (1) all Indebtedness outstanding as of the
Effective Date, with respect to (i) the Borrower and its Subsidiaries and (ii)
GSF and its Subsidiaries and (2) any Angola Debt or Pacific Drilling Debt to be
incurred by the Borrower or its Subsidiaries on or prior to the Closing Date,
in each case in a principal amount of $30,000,000 (or, if denominated in a
currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more
(other than the Obligations hereunder and Indebtedness permitted by Section
6.11(b) through 6.11(j) (as if such Sections were in effect and applicable on
the Effective Date)) and permitted by Section 6.11(a) (as if such Section were
in effect and applicable on the Effective Date), in each case showing the
aggregate principal amount thereof, the name of the respective borrower and any
other entity which directly or indirectly guaranteed such Indebtedness, and the
scheduled payments of such Indebtedness.


(b)           On the Closing Date, the Borrower and
its Subsidiaries (including the Merger Sub and its Subsidiaries) shall have no
Indebtedness outstanding other than the Indebtedness listed on Schedule 5.15
(which Schedule may be updated on the Closing Date to reflect the then
outstanding aggregate principal amount of any Indebtedness described on such
Schedule; provided that if (i) no Indebtedness is
outstanding on the Closing Date in respect of any Angola Debt or Pacific
Drilling Debt or (ii) the aggregate principal amount of any Angola Debt or
Pacific Drilling Debt outstanding on the Closing Date is less than $30,000,000,
then in each case such Schedule shall be updated to remove any references to
Angola Debt or Pacific Drilling Debt


 


 


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or any Guaranties
thereof) and any other Indebtedness the Borrower and its Subsidiaries are
permitted to incur, assume or suffer to exist hereunder.


Section 5.16.          Existing Liens.


(a)           Schedule 5.16 contains a
complete and accurate list of all Liens (1) outstanding as of the Effective
Date, with respect to (i) the Borrower and its Subsidiaries and (ii) GSF and
its Subsidiaries, and (2) on any Angola Debt or Pacific Drilling Debt to be
incurred by the Borrower or its Subsidiaries on or prior to the Closing Date,
in each case where the Indebtedness or other obligations secured by such Lien
is in a principal amount of $30,000,000 (or, if denominated in a currency other
than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more (other than
the Liens permitted by Section 6.10(b) through (r) (as if such Sections were in
effect and applicable on the Effective Date)), and permitted by Section 6.10(a)
(as if such Section were in effect and applicable on the Effective Date), in
each case showing the name of the Person whose assets are subject to such Lien,
the aggregate principal amount of the Indebtedness secured thereby, and a
description of the Agreements or other instruments creating, granting, or
otherwise giving rise to such Lien.


(b)           On the Closing Date, the Borrower and
its Subsidiaries (including the Merger Sub and its Subsidiaries) shall have no
Lien outstanding other than the Liens listed on Schedule 5.16 (which
Schedule may be updated on the Closing Date to conform to any changes made on
the Closing Date to Schedule 5.15 pursuant to Section 5.15(b)) and any
other Permitted Liens.


Section 5.17.          Employee
Benefit Plans. 
The Borrower, each of its Subsidiaries and each of their respective
ERISA Affiliates are in compliance with all applicable provisions and requirements
of ERISA and the Code and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan, except for any such
non-compliance or non-performance which could not reasonably be expected to
result in a Closing Date Material Adverse Effect.  No liability to the PBGC (other than required
premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan
or any trust established under Title IV of ERISA has been or is expected to be
incurred by the Borrower, any of its Subsidiaries or any of their ERISA
Affiliates with respect to any Employee Benefit Plan, except for any such
liability which could not reasonably be expected to result in a Closing Date
Material Adverse Effect.  No ERISA Event
has occurred or is reasonably expected to occur which could reasonably be
expected to result in a Closing Date Material Adverse Effect.  No Plan has Unfunded Vested Liabilities which
could reasonably be expected to result in a Closing Date Material Adverse
Effect.  As of the most recent valuation
date for each Multiemployer Plan the potential liability of the Borrower, its
Subsidiaries and their respective ERISA Affiliates for a complete withdrawal
from such Multiemployer Plan (within the meaning of Section 4203 of ERISA),
when aggregated with such potential liability for a complete withdrawal from
all Multiemployer Plans, based on information available pursuant to Section
4221(e) of ERISA, could not reasonably be expected to result in a Closing Date
Material Adverse Effect.  The Borrower,
each of its Subsidiaries and each of their ERISA Affiliates have complied with
the requirements of Section 515 of ERISA with respect to each Multiemployer
Plan and are not in material “default” (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan, except for any such


 


39

















 


non-compliance which could not reasonably be expected
to result in a Closing Date Material Adverse Effect.


Section 5.18.          Patriot Act.  To the extent applicable, the Borrower is in
compliance, in all material respects, with the (i) Trading with the Enemy
Act, as amended, and each of the foreign assets control regulations of the
Untied States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
and any other enabling legislation or executive order relating thereto, and
(ii) the Patriot Act.  No part of
the proceeds of the Loans 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.


ARTICLE 6.                                                     COVENANTS.


The Borrower
covenants and agrees that, commencing on the Closing Date and thereafter so
long as any Loan, Note, Commitment or any other Obligation is due and payable
hereunder:


Section 6.1.            Corporate Existence.  Each of the Borrower and its material
Subsidiaries will preserve and maintain its organizational existence, except
(i) for the dissolution of any material Subsidiaries whose assets are
transferred to the Borrower or any of its Subsidiaries or disposed of or
transferred in accordance with Section 2.10, (ii) for mergers or other business
combinations of the Borrower permitted under Section 6.9 and mergers or other
business combinations of any Subsidiary of the Borrower into the Borrower or
another Subsidiary of the Borrower, (iii) where the failure to preserve,
renew or keep in full force and effect the existence of any Subsidiary could
not reasonably be expected to have a Material Adverse Effect, or (iv) as
otherwise expressly permitted in this Agreement.


Section 6.2.            Maintenance.  Each of the Borrower and its material
Subsidiaries will maintain, preserve and keep its properties and equipment
necessary to the proper conduct of its business in reasonably good repair,
working order and condition (normal wear and tear excepted) and will from time
to time make all reasonably necessary repairs, renewals, replacements,
additions and betterments thereto so that at all times such properties and
equipment are reasonably preserved and maintained, in each case with such
exceptions as could not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect; provided, however,
that nothing in this Section 6.2 shall prevent the Borrower or any material
Subsidiary from discontinuing the operation or maintenance of any such
properties or equipment if such discontinuance is, in the judgment of the
Borrower or any material Subsidiary, as applicable, desirable in the conduct of
its business.


Section 6.3.            Taxes.  Each of the Borrower and its Subsidiaries
will duly pay and discharge all Taxes upon or against it or its properties
within ninety (90) days after becoming due or, if later, prior to the date on
which penalties are imposed for such unpaid Taxes, unless and to the extent
that (i) the same is being contested in good faith and by appropriate
proceedings and reserves have been established in conformity with GAAP, or (ii)
the failure to effect such payment or discharge could not reasonably be
expected to have a Material Adverse Effect.


 


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Section 6.4.            ERISA.  Each of the Borrower and its Subsidiaries
will timely pay and discharge all obligations and liabilities arising under
ERISA or otherwise with respect to each Plan of a character which if unpaid or
unperformed might result in the imposition of a material Lien against any
properties or assets of the Borrower or any material Subsidiary and will
promptly notify the Administrative Agent upon an officer of the Borrower
becoming aware thereof, of (i) the occurrence of any reportable event (within
the meaning of Section 4043 of ERISA) relating to a Plan (other than a
multiemployer plan as defined in Section 3(37) of ERISA), so long as the event
thereunder could reasonably be expected to have a Material Adverse Effect,
other than any such event with respect to which the PBGC has waived notice by
regulation; (ii) receipt of any notice from PBGC of its intention to seek termination
of any Plan or appointment of a trustee therefor; (iii) the Borrower’s or any
of its Subsidiaries’ intention to terminate or withdraw from any Plan if such
termination or withdrawal would result in liability under Title IV of ERISA,
unless such termination or withdrawal could not reasonably be expected to have
a Material Adverse Effect; and (iv) the receipt by the Borrower or its
Subsidiaries of notice of the occurrence of any event that could reasonably be
expected to result in the incurrence of any liability (other than for
benefits), fine or penalty to the Borrower and/or to the Borrower’s
Subsidiaries, or any plan amendment that could reasonably be expected to
increase the contingent liability of the Borrower and its Subsidiaries, taken
as a whole, in either case in connection with any post-retirement benefit
under a welfare plan (subject to ERISA), unless such event or amendment could
not reasonably be expected to have a Material Adverse Effect.  The Borrower will also promptly notify the
Administrative Agent of (i) any material contributions to any Foreign Plan
that have not been made by the required due date for such contribution if such
default could reasonably be expected to have a Material Adverse Effect;
(ii) any Foreign Plan that is not funded to the extent required by the law
of the jurisdiction whose law governs such Foreign Plan based on the actuarial
assumptions reasonably used at any time if such underfunding (together with any
penalties likely to result) could reasonably be expected to have a Material
Adverse Effect, and (iii) any material change anticipated to any Foreign
Plan that could reasonably be expected to have a Material Adverse Effect.


Section 6.5.            Insurance.  Each of the Borrower and its material
Subsidiaries will maintain or cause to be maintained, with responsible
insurance companies, including captive insurance companies, or through
self-insurance, insurance against any loss or damage to all insurable property
and assets owned by it, such insurance to be of a character and in or in excess
of such amounts as are customarily maintained by companies similarly situated
and operating like property or assets (subject to self-insured retentions
and deductibles) and will (subject to self-insured retentions and deductibles)
maintain or cause to be maintained insurance with respect to employers’ and
public and product liability risks.


Section 6.6.            Financial Reports and Other
Information.


(a)           Periodic Financial Statements and
Other Documents.  The Borrower, its
Subsidiaries and any SPVs will maintain a system of accounting in such manner
as will enable preparation of financial statements in accordance with GAAP and
will furnish to the Lenders and their respective authorized representatives
such information about the business and financial condition of the Borrower,
its Subsidiaries and any SPVs as any Lender may reasonably request; and,
without any request, will furnish to the Administrative Agent:


 


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(i)            within sixty (60)
days after the end of each of the first three (3) fiscal quarters of each
fiscal year of the Borrower, the consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal quarter and the related
consolidated statements of income and retained earnings and of cash flows for
such fiscal quarter and for the portion of the fiscal year ended with the last
day of such fiscal quarter, all of which shall be in reasonable detail or in
the form filed with the SEC, and certified by the chief financial officer of
the Borrower that they fairly present the financial condition of the Borrower
and its Subsidiaries as of the dates indicated and the results of their
operations and changes in their cash flows for the periods indicated and that
they have been prepared in accordance with GAAP, in each case, subject to
normal year-end audit adjustments and the omission of any footnotes as
permitted by the SEC (publicly filing the Borrower’s Form 10-Q with the SEC in
any event will satisfy the requirements of this subsection subject to Section
6.6(b) and shall be deemed furnished and delivered on the date such information
has been posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of
the SEC thereto));


(ii)           within one hundred
twenty (120) days after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal year and the related consolidated statements of income and
retained earnings and of cash flows for such fiscal year and setting forth
consolidated comparative figures as of the end of and for the preceding fiscal
year, audited by an independent nationally-recognized accounting firm and in
the form filed with the SEC (publicly filing the Borrower’s Form 10-K with the
SEC in any event will satisfy the requirements of this subsection subject to
Section 6.6(b) and shall be deemed furnished and delivered on the date such
information has been posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of
the SEC thereto));


(iii)          to the extent
actually prepared and approved by the Borrower’s board of directors and
delivered or required to be delivered to any Other Debt Holder, a projection of
the Borrower’s consolidated balance sheet and consolidated income, retained
earnings and cash flows for its current fiscal year showing such projected
budget for each fiscal quarter of the Borrower ending during such year; and


(iv)          within ten (10) days
after the sending or filing thereof, copies of all financial statements,
projections, documents and other communications that the Borrower sends to its
stockholders generally or publicly files with the SEC or any similar
governmental authority (and is publicly available); provided
that publicly filing such documents with the SEC in any event will
satisfy the requirements of this subsection subject to Section 6.6(b) and shall
be deemed furnished and delivered on the date such information has been posted
on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of
the SEC thereto.


The
Administrative Agent will forward promptly to the Lenders the information
provided by the Borrower pursuant to (i) through (iv) above.


 


42

















(b)           Compliance Certificates.  Within the sixty (60) day or one hundred
twenty (120) day time periods set forth in subsections (i) and (ii) of Section
6.6(a) for furnishing financial statements, the Borrower shall deliver (i)
additional information setting forth calculations excluding the effects of any
SPVs and containing such calculations for any SPVs as reasonably requested by
the Administrative Agent, and (ii) (x) a written certificate signed by the
Borrower’s chief financial officer (or other financial officer of the
Borrower), in his or her capacity as such, to the effect that no Default or
Event of Default then exists or, if any such Default or Event of Default exists
as of the date of such certificate, setting forth a description of such Default
or Event of Default and specifying the action, if any, taken by the Borrower to
remedy the same, and (y) a Compliance Certificate in the form of Exhibit 6.6
showing the Borrower’s compliance with certain of the covenants (to the extent
then applicable) set forth herein.


(c)           Certification of Public
Information.  Concurrently with the
delivery of any document or notice required to be delivered pursuant to this
Section 6.6, the Borrower shall indicate in writing whether such document or
notice contains Nonpublic Information. 
The Borrower and each Lender acknowledge that certain of the Lenders may
be “public-side” Lenders (Lenders that do not wish to receive material
non-public information with respect to the Borrower, its Subsidiaries or their
securities) and, if documents or notices required to be delivered pursuant to
this Section 6.6 or otherwise are being distributed through
IntraLinks/IntraAgency, SyndTrak or another relevant website or other
information platform (the “Platform”), any
document or notice that the Borrower has indicated contains Nonpublic
Information shall not be posted on that portion of the Platform designated for
such public-side Lenders.  If the
Borrower has not indicated whether a document or notice delivered pursuant to
this Section 6.6 contains Nonpublic Information, the Administrative Agent
reserves the right to post such document or notice solely on that portion of
the Platform designated for Lenders who wish to receive material nonpublic
information with respect to the Borrower, its Subsidiaries and their
securities.


(d)           Notice of Events Relating to
Environmental Laws and Claims. 
Promptly after any officer of the Borrower obtains knowledge of any of
the following, the Borrower will provide the Administrative Agent with written
notice in reasonable detail of any of the following that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect:


(i)            any pending or
threatened Environmental Claim against the Borrower, any of its Subsidiaries or
any SPV or any property owned or operated by the Borrower, any of its
Subsidiaries or any SPV;


(ii)           any condition or
occurrence on any property owned or operated by the Borrower, any of its
Subsidiaries or any SPV that results in noncompliance by the Borrower, any of
its Subsidiaries or any SPV with any Environmental Law; and


(iii)          the taking of any
material remedial action in response to the actual or alleged presence of any
Hazardous Material on any property owned or operated by the Borrower, any of
its Subsidiaries or any SPV other than in the ordinary course of business.


 


43

















To the extent
delivered or required to be delivered to any Other Debt Holder, the Borrower
shall provide the Administrative Agent with copies of all environmental audits,
investigations, analyses and reports of any kind or character, whether prepared
by personnel of the Borrower or any of its Subsidiaries or any SPV or by
independent consultants, governmental authorities or any other Persons, with
respect to significant environmental matters at any property owned or operated
by the Borrower, any of its Subsidiaries or any SPV or with respect to any
Environmental Claims that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


(e)           Notices of Default, Litigation,
Etc.  The Borrower will promptly, and
in any event within five (5) Business Days, after an officer of the Borrower
has knowledge thereof, give written notice to the Administrative Agent (who
will in turn provide notice to the Lenders) of: 
(i) the occurrence of any Default or Event of Default; (ii) any
litigation or governmental proceeding of the type described in Section 5.4;
(iii) any circumstance that has had or could reasonably be expected to have a
Material Adverse Effect; (iv) the occurrence of any event which has resulted in
a breach of, or is reasonably expected to result in a breach of, Section 6.16;
and (v) any notice received by it, any Subsidiary or any SPV from the holder(s)
of Indebtedness of the Borrower, any Subsidiary or any SPV in an amount which,
in the aggregate, exceeds $125,000,000 (or, if denominated in a currency other
than U.S. Dollars, the Dollar Equivalent of $125,000,000), where such notice
states or claims the existence or occurrence of any default or event of default
with respect to such Indebtedness under the terms of any indenture, loan or
credit agreement, debenture, note, or other document evidencing or governing
such Indebtedness; provided that,
to the extent that the Borrower gives or is required to give any Other Debt
Holder written notice of the type of notice described in subclause (v) received
by it, any Subsidiary or any SPV from the holder(s) of Indebtedness
(irrespective of the amount of Indebtedness so held) of the Borrower, any
Subsidiary or any SPV, then and in such event, the Borrower shall promptly, and
in any event within five (5) Business Days of such event, give written notice
of the same to the Administrative Agent (who will in turn provide notice
thereof to the Lenders).


Section 6.7.            Lender Inspection Rights.  Upon reasonable notice from the
Administrative Agent or any Lender, the Borrower will permit the Administrative
Agent or any Lender (and such Persons as the Administrative Agent or such
Lender may reasonably designate) during normal business hours at such entity’s
sole expense unless a Default or Event of Default shall have occurred and be
continuing, in which event at the Borrower’s expense, to visit and inspect any
of the properties of the Borrower or any of its Subsidiaries, to examine all of
their books and records, to make copies and extracts therefrom, and to discuss
their respective affairs, finances and accounts with their respective officers
and independent public accountants (and by this provision the Borrower
authorizes such accountants to discuss with the Administrative Agent and any
Lender (and such Persons as the Administrative Agent or such Lender may reasonably
designate) the affairs, finances and accounts of the Borrower and its
Subsidiaries), all as often, and to such extent, as may be reasonably
requested.  The chief financial officer
of the Borrower and/or his or her designee shall be afforded the opportunity to
be present at any meeting of the Administrative Agent or the Lenders and such
accountants.  The Administrative Agent
agrees to use reasonable efforts to minimize, to the extent practicable, the
number of separate requests from the Lenders to exercise their rights under
this Section 6.7 and/or Section 6.6 and to coordinate the exercise by the
Lenders of such rights.


 


44

















Section 6.8.            Conduct of Business.  The Borrower and its Subsidiaries will not primarily
engage in any business other than (i) the contract drilling business,
(ii) the provision of services to the energy industry, (iii) other
existing businesses described in the Borrower’s and GSF’s current SEC reports,
or (iv) any related businesses (each a “Permitted Business”).


Section 6.9.            Restrictions on Fundamental
Changes.  The Borrower shall not
merge, amalgamate or consolidate with any other Person, or cause or permit any
dissolution of the Borrower or liquidation of its assets, or sell, transfer or
otherwise dispose of all or substantially all of the Borrower’s assets, except
that:


(a)           The Borrower may merge into or
amalgamate or consolidate with, any other Person if, upon the consummation of
any such merger, amalgamation or consolidation, the Borrower is the surviving
Person to any such merger, amalgamation or consolidation;


(b)           The Borrower may sell or transfer all
or substantially all of its assets (including stock in its Subsidiaries) to any
Person if such Person is a Subsidiary of the Borrower (or a Person who will
contemporaneously therewith become a Subsidiary of the Borrower); and


(c)           The Borrower and its Subsidiaries may
consummate the Merger and the other Transactions;


provided in the case of any transaction described in the
preceding clauses (a) and (b), no Default or Event of Default shall exist
immediately prior to, or after giving effect to, such transaction.


Section 6.10.          Liens.  The Borrower and its Subsidiaries (including
the Merger Sub and its Subsidiaries) shall not create, incur, assume or suffer
to exist any Lien of any kind on any property or asset of any kind of the
Borrower and its Subsidiaries (including the Merger Sub and its Subsidiaries),
except the following (collectively, the “Permitted Liens”):


(a)           Liens existing on the Closing Date
(each such Lien, to the extent it secures Indebtedness or other obligations in
an aggregate amount of $30,000,000 (or, if denominated in a currency other than
U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, in each case being
described on Schedule 5.16 attached hereto);


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


(c)           mechanics’, workmen’s, materialmen’s,
landlords’, carriers’, maritime or other similar Liens arising in the ordinary
course of business (or deposits to obtain the release of such Liens) related to
obligations not overdue for more than thirty (30) days if such Liens arise with



 


45

















respect to domestic
assets and for more than ninety (90) days if such Liens arise with respect to
foreign assets, or, if so overdue, that are being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP have been provided
therefor, or if such Liens otherwise could not reasonably be expected to have a
Material Adverse Effect;


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


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


(f)            Liens arising out of judgments or
awards against the Borrower or any of its Subsidiaries, or in connection with
surety or appeal bonds or the like in connection with bonding such judgments or
awards, the time for appeal from which or petition for rehearing of which shall
not have expired or for which the Borrower or such Subsidiary shall be
prosecuting on appeal or proceeding for review, and for which it shall have
obtained (within thirty (30) days with respect to a judgment or award rendered
in the United States or within sixty (60) days with respect to a judgment or
award rendered in a foreign jurisdiction after entry of such judgment or award
or expiration of any previous such stay, as applicable) a stay of execution or
the like pending such appeal or proceeding for review; provided,
that the aggregate amount of uninsured or underinsured liabilities
(net of customary deductibles, and including interest, costs, fees and
penalties, if any) of the Borrower and its Subsidiaries secured by such Liens
shall not exceed the Dollar Equivalent of $125,000,000 at any one time
outstanding;


(g)           Liens on fixed or capital assets
acquired, constructed, improved, altered or repaired by the Borrower or any
Subsidiary and related contracts, intangibles and other assets that are
incidental thereto (including accessions thereto and replacements thereof) or
otherwise arise therefrom; provided that
(i) such Liens secure Indebtedness otherwise permitted by this Agreement, (ii)
such Liens and the Indebtedness secured thereby are incurred prior to or within
365 days after such acquisition or the later of the completion of such
construction, improvement, alteration or repair or the date of commercial
operation of the assets constructed, improved, altered or repaired, (iii) the
Indebtedness secured thereby does not exceed the cost of acquiring,
constructing, improving, altering or repairing such fixed or capital assets, as
the case may be, and (iv) such Lien shall not apply to any other property or
assets of the Borrower or any Subsidiary;


(h)           Liens securing Interest Rate
Protection Agreements or Currency Rate Protection Agreements incurred in the
ordinary course of business and not for speculative purposes;


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


 


46

















created in contemplation
of such Person becoming a Subsidiary of the Borrower (or on repairs, renewals,
replacements, additions, accessions and betterments thereto);


(j)            any extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in
part of any Lien referred to in the foregoing subsections (a) through (i), provided, however, that the principal amount of Indebtedness
secured thereby does not exceed the principal amount secured at the time of
such extension, renewal or replacement (other than amounts incurred to pay
costs of such extension, renewal or replacement), and that such extension,
renewal or replacement is limited to the property already subject to the Lien
so extended, renewed or replaced (together with accessions and improvements
thereto and replacements thereof);


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


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


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


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


(o)           any zoning use, planning,
environmental or similar law or right reserved to or vested in any governmental
office or agency to control or regulate the use of any property;


(p)           Liens created or evidenced by or
resulting from financing statements filed by lessors of property (but only with
respect to the property so leased);


(q)           Liens on property securing
Non-recourse Debt;


(r)            Liens on the stock or assets of
SPVs;


(s)           other Liens created in connection
with securitization programs, if any, of the Borrower and its Subsidiaries;


(t)            Liens securing Indebtedness or other
obligations (i) of the Borrower in favor of any Subsidiary of the Borrower and
(ii) of any Subsidiary in favor of the Borrower or any other Subsidiary of the
Borrower; and


 


47

















(u)           Liens (not otherwise permitted by
this Section 6.10) securing Indebtedness (or other obligations) not exceeding
at the time of incurrence thereof (together with all such other Liens securing
Indebtedness (or other obligations) outstanding pursuant to this clause (u) at
such time) ten percent (10%) of Consolidated Tangible Net Worth.


Section 6.11.          Subsidiary Indebtedness.  The Borrower shall not permit its Subsidiaries
(including the Merger Sub and its Subsidiaries) to incur, assume or suffer to
exist any Indebtedness, except:


(a)           existing Indebtedness outstanding on
the Closing Date (such Indebtedness, to the extent the principal amount thereof
is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the
Dollar Equivalent of $30,000,000) or more, in each case being described on Schedule
5.15 attached hereto), and any subsequent extensions, renewals or
refinancings thereof (i) so long as such Indebtedness is not increased in
amount (other than amounts incurred to pay costs of such extension, renewal or
refinancing), the scheduled maturity date thereof (if prior to the Maturity
Date) is not accelerated, the interest rate per annum applicable thereto is not
increased, any scheduled amortization of principal thereunder prior to the
Maturity Date is not shortened and the payments thereunder are not increased,
or (ii) such extensions, renewals or refinancings are otherwise expressly
permitted by, and are effected pursuant to, another clause in this Section 6.11
(other than clause (k) hereof);


(b)           Guaranties of Indebtedness under the
Credit Documents;


(c)           intercompany loans and advances to
the Borrower or its Subsidiaries, and intercompany loans and advances from any
of such Subsidiaries or SPVs to the Borrower or any other Subsidiaries of the
Borrower;


(d)           Indebtedness under any Interest Rate
Protection Agreements and any Currency Rate Protection Agreements;


(e)           Indebtedness (i) under unsecured
lines of credit for overdrafts or for working capital purposes in foreign
countries with financial institutions, and (ii) arising from the honoring by a
bank or other Person of a check, draft or similar instrument inadvertently
drawing against insufficient funds, all such Indebtedness not to exceed the
Dollar Equivalent of $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or
outstanding as a result of drawings against insufficient funds shall be
outstanding for one (1) Business Day before being included in such aggregate
amount;


(f)            Indebtedness of a Person existing at
the time such Person becomes a Subsidiary of the Borrower or is merged,
consolidated or amalgamated with or into the Borrower or any Subsidiary of the
Borrower and not incurred in contemplation of such transaction, and extensions,
renewals or refinancings thereof that do not increase the amount of such
Indebtedness (other than amounts included to pay costs of such extension,
renewal or refinancing);


(g)           Indebtedness (i) under Performance
Guaranties and Performance Letters of Credit and (ii) with respect to letters
of credit issued in the ordinary course of business;


 


48
















(h)           Indebtedness created in connection
with securitization programs, if any;


(i)            Indebtedness (not otherwise
permitted under any other clause of this Section 6.11) in an aggregate
principal amount outstanding for all Subsidiaries not exceeding at the time of
incurrence thereof (together with all such other Indebtedness outstanding
pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net
Assets (the “Subsidiary Debt Basket Amount”);


(j)            other Indebtedness of a Subsidiary
not otherwise permitted under any other clause of this Section 6.11 so long as
such Subsidiary has in force a Subsidiary Guaranty in substantially the form of
Exhibit 6.11, provided that
such Subsidiary Guaranty shall contain a provision that such Subsidiary
Guaranty and all obligations thereunder of the Guarantor party thereto shall be
terminated upon delivery to the Administrative Agent by the Borrower of a
certificate stating that (x) the aggregate principal amount of Indebtedness of
all Subsidiaries outstanding pursuant to the preceding clause (i) and this
clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y)
no Default or Event of Default has occurred and is continuing; and


(k)           extensions, renewals or replacements
of Indebtedness permitted by this Section 6.11 that do not increase the amount
of such Indebtedness (other than amounts incurred to pay costs of such
extension, renewal or refinancing).


Section 6.12.          Use of Property and Facilities;
Environmental Laws.  The Borrower and
its Subsidiaries shall comply in all material respects with all Environmental
Laws applicable to or affecting the properties or business operations of the
Borrower or any Subsidiary of the Borrower, except where the failure to comply
could not reasonably be expected to have a Material Adverse Effect.


Section 6.13.          Transactions with Affiliates.  Except as otherwise specifically permitted
herein or as described on Schedule 6.13 attached hereto, the Borrower
and its Subsidiaries shall not (except pursuant to contracts outstanding as of
(i) with respect to the Borrower, the Effective Date or (ii) with respect to
any Subsidiary of the Borrower, the Effective Date or, if later, the date such
Subsidiary first became a Subsidiary of the Borrower, including, without
limitation, any Employee Benefit Plans
or related trusts) enter into or engage in any material transaction or
arrangement or series of related transactions or arrangements which in the
aggregate would be material with any Controlling Affiliate (other than Persons
controlled by the Borrower), including without limitation, the purchase from,
sale to or exchange of property with, any merger, amalgamation or consolidation
with or into, or the rendering of any service by or for, any Controlling
Affiliate (other than Persons controlled by the Borrower), except pursuant to
the requirements of the Borrower’s or such Subsidiary’s business and unless
such transaction or arrangement or series of related transactions or
arrangements, taken as a whole, are no less favorable to the Borrower or such
Subsidiary (other than a wholly owned Subsidiary) than would be obtained in an
arms’ length transaction with a Person not a Controlling Affiliate (other than
Persons controlled by the Borrower).


Section 6.14.          Sale and Leaseback Transactions.
 The Borrower will not, and will not
permit any of its Subsidiaries to, enter into, assume, or suffer to exist any
Sale-Leaseback 


 


49

















 


Transaction, except any such transaction that may be
entered into, assumed or suffered to exist without violating any other
provision of this Agreement, including without limitation, Section 6.16.


Section 6.15.          Compliance with Laws.  Without limiting any of the other covenants
of the Borrower in this Article 6, the Borrower and its Subsidiaries shall
conduct their business, and otherwise be, in compliance with all applicable
laws, regulations, ordinances and orders of any governmental or judicial
authorities; provided, however, that this
Section 6.15 shall not require the Borrower or any Subsidiary of the Borrower
to comply with any such law, regulation, ordinance or order if (x) it shall be
contesting such law, regulation, ordinance or order in good faith by
appropriate proceedings and reserves in conformity with GAAP have been provided
therefor, or (y) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.


Section 6.16.          Leverage Ratio.  On June 30, 2008, the Leverage Ratio on a pro
forma basis shall be no greater than 3.50:1.00.  On the last day of each fiscal quarter
occurring after June 30, 2008, the Leverage Ratio on a pro forma basis shall be
no greater than 3.00:1.00.


Section 6.17.          Working
Capital Facility Agreement.


(a)           If any Working Capital Facility
Agreement  or 364-day Working Capital Facility Agreement  in effect
as of or at any time after the Closing Date shall contain any provisions with
respect to credit enhancements and/or other covenants or features (other than
funding conditions, representations and warranties, interest rate, fees, other
economic terms, financial covenants or customary provisions for letters of
credit) more favorable, in any material respect, in such Working Capital
Facility Agreement or 364-day Working Capital Facility Agreement, as
applicable, for its lenders than those set forth in this Agreement, then this
Agreement shall be deemed automatically amended to incorporate such more
favorable provisions so that the Lenders become entitled to the benefits of
such more favorable provisions.


(b)           In connection with Section 6.17(a),
the Borrower agrees, concurrently with the preparation of the documentation
with respect to any Working Capital Facility Agreement or any 364-day Working
Capital Facility Agreement that will trigger the requirements of Section 6.17(a),
to prepare and deliver to the Administrative Agent on behalf of the Lenders for
execution, an appropriate amendment to this Agreement, in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, in order
that the provisions of Section 6.17(a) may be implemented.  In addition, the Borrower shall obtain any
authorizations, approvals or consents of, or any filings or registrations with,
any governmental or regulatory authority or agency, or any securities exchange,
that are required to implement the amendments described in this Section 6.17(b)
and to make the undertakings of the Borrower in respect thereof, to the extent
permitted by law, valid and enforceable.


(c)           The
Borrower will not, and will not permit any of its Subsidiaries to, make or
offer to make any mandatory prepayment or mandatory repayment under any 364-day
Working Capital Facility Agreement (other than customary offers to purchase or
prepay upon a change of control and customary acceleration rights after an event
of default).


 


50

















 


(d)           The
Borrower will not enter into any 364-day Working Capital Facility Agreement
which has a maturity date (a “364-Day Maturity Date”)
that is on or prior to the date that is ninety days after the Maturity Date
unless such 364-day Working Capital Facility Agreement shall provide that any
outstanding obligations in respect of such 364-day Working Capital Facility
Agreement that are required to be paid on such 364-Day Maturity Date may be
converted, at the option of the Borrower, into a term loan with a maturity date
no earlier than the date that is one year after such 364-Day Maturity Date.


 


ARTICLE
7.                                                     EVENTS OF DEFAULT AND
REMEDIES.


Section 7.1.            Events of Default.  From the Effective Date through the Closing
Date any one or more defaults pursuant to Sections 7.1(d) (solely with respect
to the Effective Date Representations), 7.1(f) and 7.1(g) shall constitute an
Event of Default, and at all times from and after the Closing Date, any one or
more of the following shall constitute an Event of Default:


(a)           default by the Borrower in the
payment of any principal amount of any Loan or any interest thereon, within
three (3) Business Days following the date when due;


(b)           default by the Borrower in the
observance or performance of any covenant set forth in Sections 6.9, 6.10 or
6.16;


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


(d)           any representation or warranty made
or deemed made herein or in any other Credit Document by the Borrower or any
Subsidiary proves untrue in any material respect as of the date of the making,
or deemed making, thereof;


(e)           (x) Indebtedness in the aggregate
principal amount of the Dollar Equivalent of $125,000,000 of the Borrower and
its Subsidiaries (“Material Indebtedness”)
shall (i) not be paid at maturity (beyond any applicable grace periods), or
(ii) be declared to be due and payable or required to be prepaid, redeemed or
repurchased prior to its stated maturity, or (y) any default in respect of
Material Indebtedness shall occur which permits the holders thereof, or any
trustees or agents on their behalf, to accelerate the maturity of such
Indebtedness or requires such Indebtedness to be prepaid, redeemed, or
repurchased prior to its stated maturity;


(f)            the Borrower or any Significant
Subsidiary (i) has entered involuntarily against it an order for relief under
the United States Bankruptcy Code or a comparable action is taken under any
bankruptcy or insolvency law of another country or political subdivision of
such country, (ii) generally does not pay, or admits its inability generally to
pay, its debts as they become due, (iii) makes a general assignment for the
benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in,
the appointment of a receiver, custodian, trustee, liquidator or similar
official for it or any substantial part of its property under the United States
Bankruptcy Code or under the bankruptcy or insolvency laws of another country
or a political subdivision of such country, (v) institutes any proceeding
seeking to have entered against it an order for relief under the United States
Bankruptcy Code or any comparable law, to adjudicate it insolvent, or 


 


51

















 


seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fails to file an answer or other
pleading denying the material allegations of or consents to or acquiesces in
any such proceeding filed against it, (vi) makes any board of directors
resolution in direct furtherance of any matter described in clauses (i)-(v)
above, or (vii) fails to contest in good faith any appointment or proceeding
described in this Section 7.1(f);


(g)           a custodian, receiver, trustee,
liquidator or similar official is appointed for the Borrower or any Significant
Subsidiary or any substantial part of its property under the United States
Bankruptcy Code or under the bankruptcy or insolvency laws of another country
or a political subdivision of such country, or a proceeding described in
Section 7.1(f)(v) is instituted against the Borrower or any Significant
Subsidiary, and such appointment continues undischarged or such proceeding
continues undismissed and unstayed for a period of sixty (60) days (or one
hundred twenty (120) days in the case of any such event occurring outside the
United States of America);


(h)           the Borrower or any Subsidiaries of
the Borrower fail within thirty (30) days with respect to any judgments or
orders that are rendered in the United States or sixty (60) days with respect
to any judgments or orders that are rendered in foreign jurisdictions (or such
earlier date as any execution on such judgments or orders shall take place) to
vacate, pay, bond or otherwise discharge any judgments or orders for the
payment of money the uninsured portion of which is in excess of the Dollar
Equivalent of $125,000,000 in the aggregate and which are not stayed on appeal
or otherwise being appropriately contested in good faith in a manner that stays
execution;


(i)            (x) the Borrower or any Subsidiary
of the Borrower fails to pay when due an amount that it is liable to pay to the
PBGC or to a Plan under Title IV of ERISA; or a notice of intent to terminate a
Plan having Unfunded Vested Liabilities of the Borrower or any of its
Subsidiaries in excess of the Dollar Equivalent of $125,000,000 (a “Material Plan”) is filed under Title IV of ERISA; or the
PBGC institutes proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any Material Plan or a proceeding is
instituted by a fiduciary of any Material Plan against any Borrower or any
Subsidiary to collect any liability under Section 515 or 4219(c)(5) of ERISA, and
in each case such proceeding is not dismissed within thirty (30) days
thereafter; or a condition exists by reason of which the PBGC would be entitled
to obtain a decree adjudicating that any Material Plan must be terminated, and
(y) the occurrence of one or more of the matters in the preceding clause (x)
could reasonably be expected to result in liabilities in excess of the Dollar
Equivalent of $125,000,000; or


(j)            any Person or group of Persons
acting in concert (as such terms are used in Rule 13d-5 under the Securities
Exchange Act of 1934, as amended) shall own, directly or indirectly,
beneficially or of record, securities of the Borrower (or other securities
convertible into such securities) representing fifty percent (50%) or more of
the combined voting power of all outstanding securities of the Borrower
entitled to vote in the election of directors, other than securities having
such power only by reason of the happening of a contingency.


                Anything contained
herein to the contrary notwithstanding, no Event of Default shall exist in
respect of a breach of any Effective Date Representation (other than Section
5.3(a)) if such breach, to the extent that it may be remedied, shall have been
remedied (i) within fifteen 


 


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(15) days after (x) knowledge thereof by an officer of the Borrower or
(y) notice thereof to the Borrower by the Administrative Agent or (ii) at any
time prior to the Closing Date, whichever comes first.


 


Section 7.2.            Non-Bankruptcy Defaults.  When any Event of Default (other than those
described in subsections (f) or (g) of Section 7.1 with respect to the
Borrower) has occurred and is continuing, the Administrative Agent shall, by
notice to the Borrower: (a) if so directed by the Required Lenders, terminate
the remaining Commitments to the Borrower hereunder on the date stated in such
notice (which may be the date thereof); and (b) if so directed by the Required
Lenders, declare the principal of and the accrued interest on all outstanding
Loans to be forthwith due and payable and thereupon all outstanding Loans,
including both principal and interest thereon, shall be and become immediately
due and payable together with all other accrued amounts payable under the
Credit Documents without further demand, presentment, protest or notice of any
kind, including, but not limited to, notice of intent to accelerate and notice
of acceleration, each of which is expressly waived by the Borrower.  The Administrative Agent, after giving notice
to the Borrower pursuant to this Section 7.2, shall also promptly send a copy
of such notice to the other Lenders, but the failure to do so shall not impair
or annul the effect of such notice.


Section 7.3.            Bankruptcy Defaults.  When any Event of Default described in subsections
(f) or (g) of Section 7.1 has occurred and is continuing with respect to the
Borrower, then all outstanding Commitments shall immediately terminate and all
outstanding Loans shall immediately become due and payable together with all
other accrued amounts payable under the Credit Documents, in each case without
presentment, demand, protest or notice of any kind, each of which is expressly
waived by the Borrower; and all obligations of the Lenders to extend further
credit pursuant to any of the terms hereof shall immediately terminate.


Section 7.4.            Notice of Default.  The Administrative Agent shall give notice to
the Borrower under Section 7.2 promptly upon being requested to do so by the
Required Lenders and shall thereupon notify all the Lenders thereof.


Section 7.5.            Expenses.  The Borrower agrees to pay to the
Administrative Agent and each Lender all reasonable out-of-pocket expenses
incurred or paid by the Administrative Agent or such Lender, including
reasonable attorneys’ fees and court costs, in connection with any Default or
Event of Default hereunder or in connection with the enforcement of any of the
Credit Documents.


Section 7.6.            Distribution and Application of
Proceeds.  After the occurrence of
and during the continuance of an Event of Default, any payment to the
Administrative Agent or any Lender hereunder or otherwise shall be paid to the
Administrative Agent to be distributed and applied as follows (unless otherwise
agreed by the Borrower, the Administrative Agent and all Lenders):


(a)           First, to the payment of any and all
reasonable out-of-pocket costs and expenses of the Administrative Agent,
including without limitation, reasonable attorneys’ fees and out-of-pocket
costs and expenses, as provided by this Agreement or by any other Credit Document,
incurred in connection with the collection of such payment or in respect of the
enforcement 


 


53

















 


of any rights of the
Administrative Agent or the Lenders under this Agreement or any other Credit
Document;


(b)           Second, to the payment of any and all
reasonable out-of-pocket costs and expenses of the Lenders, including, without
limitation, reasonable attorneys’ fees and out-of-pocket costs and expenses, as
provided by this Agreement or by any other Credit Document, incurred in
connection with the collection of such payment or in respect of the enforcement
of any rights of the Lenders under this Agreement or any other Credit Document,
pro rata in the proportion in which the
amount of such costs and expenses unpaid to each Lender bears to the aggregate
amount of the costs and expenses unpaid to all Lenders collectively, until all
such fees, costs and expenses have been paid in full;


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


(d)           Fourth , to the payment of accrued
and unpaid interest on the Loans to the date of such application, pro rata in the proportion in which the amount of such
interest, accrued and unpaid to each Lender bears to the aggregate amount of
such interest accrued and unpaid to all Lenders collectively, until all such
accrued and unpaid interest has been paid in full;


(e)           Fifth, to the payment of any unpaid
principal on the Loans, pro rata in the
proportion in which the amount of such principal unpaid to each Lender bears to
the aggregate amount of such principal unpaid to all Lenders collectively,
until all such unpaid principal has been paid in full;


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


(g)           Seventh, to the Borrower or as the
Borrower may direct.


ARTICLE 8.                                                     CHANGE IN
CIRCUMSTANCES.


Section 8.1.            Change of Law.


(a)           Notwithstanding any other provisions
of this Agreement or any Note, if at any time any change, after the date hereof
(or, if later, after the date the applicable Lender becomes a Lender), in
applicable law or regulation or in the interpretation thereof makes it unlawful
for any Lender to make or maintain Eurocurrency Loans, such Lender shall promptly
give written notice thereof and of the basis therefor in reasonable detail to
the Borrower, and such Lender’s obligations to fund affected Eurocurrency Loans
or make, continue or convert such Loans under this Agreement shall thereupon be
suspended until it is no longer unlawful for such Lender to make or maintain
such Loans.


 


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(b)           Upon the giving of the notice to
Borrower referred to in subsection (a) above in respect of any such Loan, and
provided the Borrower shall not have prepaid such Loan pursuant to Section 2.9,
(i) any outstanding such Loan of such Lender shall be automatically converted
to a Base Rate Loan on the last day of the Interest Period then applicable
thereto or on such earlier date as required by law, and (ii) such Lender shall
make or continue its portion of any requested Borrowing of such Loan as a Base
Rate Loan, which Base Rate Loan shall, for all other purposes, be considered
part of such Borrowing.


(c)           Any Lender that has given any notice
pursuant to Section 8.1(a) shall, upon determining that it would no longer be
unlawful for it to make such Loans, give prompt written notice thereof to the
Borrower and the Administrative Agent, and upon giving such notice, its
obligation to make, allow conversions into and maintain such Loans shall be
reinstated.


Section 8.2.            Unavailability of Deposits or
Inability to Ascertain LIBO Rate.  If
on or before the first day of any Interest Period for any Borrowing of
Eurocurrency Loans the Administrative Agent determines in good faith (after
consultation with the other Lenders) that, due to changes in circumstances
since the date hereof, adequate and fair means do not exist for determining the
LIBO Rate or such rate will not accurately reflect the cost to the Required
Lenders of funding Eurocurrency Loans in the Dollars for such Interest Period,
the Administrative Agent shall give written notice (in reasonable detail) of
such determination and of the basis therefor to the Borrower and the Lenders,
whereupon until the Administrative Agent notifies the Borrower and Lenders that
the circumstances giving rise to such suspension no longer exist (which the
Administrative Agent shall do promptly after they do not exist), (i) the
obligations of the Lenders to make, continue or convert Loans as or into such
Eurocurrency Loans, or to convert Base Rate Loans into such Eurocurrency Loans,
shall be suspended and (ii) each Eurocurrency Loan will automatically on the
last day of the then existing Interest Period therefor, convert into a Base
Rate Loan.


Section 8.3.            Increased Cost and Reduced Return.


(a)           If, on or after the date hereof, the
adoption of or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable Lending
Office), with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency exercising control
over banks or financial institutions generally issued after the date hereof
(or, if later, after the date the Administrative Agent or Lender becomes the
Administrative Agent  or Lender):


(i)            subjects any Lender
(or its applicable Lending Office) to any Tax, duty or other charge related to
any Eurocurrency Loan or its obligation to advance or maintain Eurocurrency
Loans, or shall change the basis of taxation of payments to any Lender (or its
applicable Lending Office) of the principal of or interest on its Eurocurrency
Loans or any participations in any thereof, or any other amounts due under this
Agreement related to its Eurocurrency Loans participations therein, or its
obligation to make Eurocurrency Loans or acquire participations therein (except
for changes with respect to Taxes that are not Indemnified Taxes pursuant to
Section 3.3); or


 


55

















 


(ii)           imposes, modifies
or deems applicable any reserve, special deposit or similar requirement
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding for any Eurocurrency
Loan any such requirement included in an applicable Statutory Reserve Rate)
against assets of, deposits with or for the account of, or credit extended by,
any Lender (or its applicable Lending Office) or imposes on any Lender (or its
Lending Office) or on the interbank market any other condition affecting its
Eurocurrency Loans owed to it, or its participation in any thereof, or its
obligation to advance or maintain Eurocurrency Loans or participate in any
thereof;


and
the result of any of the foregoing is to increase the cost to such Lender (or
its applicable Lending Office) of advancing or maintaining any Eurocurrency
Loan, or to reduce the amount of any sum received or receivable by such Lender
(or its applicable Lending Office) in connection therewith under this Agreement
or its Note, by an amount deemed by such Lender to be material, then, subject
to Section 8.3(c), from time to time, within thirty (30) days after receipt of
a certificate from such Lender (with a copy to the Administrative Agent)
pursuant to subsection (c) below setting forth in reasonable detail such
determination and the basis thereof, the Borrower shall be obligated to pay to
such Lender such additional amount or amounts as will compensate such Lender
for such increased cost or reduction.


(b)           If, after the date hereof, the
Administrative Agent or any Lender shall have reasonably determined that the
adoption after the date hereof of any applicable law, rule or regulation
regarding capital adequacy, or any change therein (including, without
limitation, any revision in the Final Risk-Based Capital Guidelines of
the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix
A; 12 CFR Part 225, Appendix A) or of the Office of the Comptroller of the
Currency (12 CFR Part 3, Appendix A), or in any other applicable capital adequacy
rules heretofore adopted and issued by any governmental authority), or any
change after the date hereof in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Administrative
Agent or any Lender (or its applicable Lending Office) with any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender’s capital, or on the
capital of any corporation controlling such Lender, as a consequence of its
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or its controlling corporation’s policies with respect to capital
adequacy in effect immediately before such adoption, change or compliance) by
an amount reasonably deemed by such Lender to be material, then, subject to
Section 8.3(c), from time to time, within thirty (30) days after its receipt of
a certificate from such Lender (with a copy to the Administrative Agent)
pursuant to subsection (c) below setting forth in reasonable detail such
determination and the basis thereof, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction
or the Borrower may prepay all Eurocurrency Loans of such Lender.


(c)           The Administrative Agent and each
Lender that determines to seek compensation or additional interest under this
Section 8.3 shall give written notice to the Borrower and, in the case of a
Lender other than the Administrative Agent, the Administrative Agent of the 


 


56

















 


circumstances that
entitle the Administrative Agent or such Lender to such compensation no later
than ninety (90) days after the Administrative Agent or such Lender receives
actual notice or obtains actual knowledge of the law, rule, order or
interpretation or occurrence of another event giving rise to a claim
hereunder.  In any event the Borrower
shall not have any obligation to pay any amount with respect to claims accruing
prior to the ninetieth day preceding such written demand.  The Administrative Agent and each Lender
shall use reasonable efforts to avoid the need for, or reduce the amount of,
such compensation, additional interest, and any payment under Section 3.3,
including, without limitation, the designation of a different Lending Office,
if such action or designation will not, in the sole judgment of the
Administrative Agent or such Lender made in good faith, be otherwise
disadvantageous to it; provided that
the foregoing shall not in any way affect the rights of any Lender or the
obligations of the Borrower under this Section 8.3, and provided
further that no Lender shall be obligated to make its Eurocurrency
Loans hereunder at any office located in the United States of America.  A certificate of the Administrative Agent or
any Lender, as applicable, claiming compensation or additional interest under
this Section 8.3, and setting forth the additional amount or amounts to be paid
to it hereunder and accompanied by a statement prepared by the Administrative
Agent or such Lender, as applicable, describing in reasonable detail the
calculations thereof shall be prima facie
evidence of the correctness thereof.  In
determining such amount, such Lender may use any reasonable averaging and attribution
methods.


Section 8.4.            Lending Offices.  The Administrative Agent and each Lender may,
at its option, elect to make or maintain its Loans hereunder at the Lending
Office for each Type of Loan or at such other of its branches, offices or
affiliates as it may from time to time elect and designate in a written notice
to the Borrower and the Administrative Agent, provided
that, except in the case of any such
transfer to another of its branches, offices or affiliates made at the request
of the Borrower, the Borrower shall not be responsible for the costs arising
under Section 3.3 or 8.3 resulting from any such transfer to the extent not
otherwise applicable to such Lender prior to such transfer.


Section 8.5.            Discretion of Lender as to Manner
of Funding.  Subject to the other
provisions of this Agreement, each Lender shall be entitled to fund and
maintain its funding of all or any part of its Loans in any manner it sees fit.


Section 8.6.            Substitution of Lender.  If (a) any Lender has demanded compensation
or additional interest or given notice of its intention to demand compensation
or additional interest under Section 8.3, (b) the Borrower is required to
pay any additional amount to any Lender under Section 2.11, (c) any Lender
gives notice of any change in law or regulations, or in the interpretation
thereof, pursuant to Section 8.1, (d) any Lender has been declared insolvent or
a receiver or conservator has been appointed for a material portion of its
assets, business or properties, (e) any Lender shall seek to avoid its
obligation to make or maintain Loans for any reason, including, without
limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (f) any
Taxes referred to in Section 3.3 have been levied or imposed (or the
Borrower determines in good faith that there is a substantial likelihood that
such taxes will be levied or imposed) so as to require withholding or
deductions by the Borrower or payment by the Borrower of additional amounts to
any Lender, or other reimbursement or indemnification of any Lender, as a
result thereof, or (g) any Lender shall decline to consent to a modification or
waiver of the terms of this Agreement or any other Credit Document requested by
the Borrower, then and in such event, 


 


57

















 


upon request from the
Borrower delivered to such Lender and the Administrative Agent, such Lender
shall assign, in accordance with the provisions of Section 10.10 and an
appropriately completed Assignment Agreement, all of its rights and obligations
under the Credit Documents to another Lender or a commercial banking
institution selected by the Borrower and (in the case of a commercial banking
institution other than a Lender) reasonably satisfactory to the Administrative
Agent, in consideration for the payments set forth in such Assignment Agreement
and payment by the Borrower to such Lender of all other amounts which such
Lender may be owed pursuant to this Agreement, including, without limitation,
Sections 2.11, 3.3, 8.3 and 10.13.


ARTICLE 9.                                                     THE AGENTS.


Section 9.1.            Appointment and Authorization of
Administrative Agent and Other Agents. 
Each Lender hereby appoints GSCP as the Administrative Agent, Lehman
Commercial Paper Inc., as the Syndication Agent, and Citibank, N.A.,  Calyon
Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as the
Co-Documentation Agents, under the Credit Documents and hereby authorizes each
Agent to take such action as such Agent on each of its behalf and to exercise
such powers under the Credit Documents as are delegated to such Agent by the
terms thereof, together with such powers as are reasonably incidental
thereto.  Except as provided in Section
9.7, the provisions of this Article 9 are solely for the benefit of the Administrative
Agent, the other Agents and the Lenders and the Borrower shall have no rights
as a third party beneficiary of any of the provisions thereof.  In performing its functions and duties
hereunder, the Administrative Agent and each other Agent shall act solely as an
agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for
the Borrower or any of its Subsidiaries. 
Each Agent and each Co-Documentation Agent, without consent of or notice
to any party hereto, may assign any and all of its rights or obligations
hereunder to any of their respective Controlling Affiliates.


Section 9.2.            Rights and Powers.  Each Agent and each Co-Documentation Agent
shall have the same rights and powers under the Credit Documents as any other
Lender and may exercise or refrain from exercising such rights and power as
though it were not an Agent or Co-Documentation Agent, and such Agent or
Co-Documentation Agent and their respective Controlling Affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrower or any of its Subsidiaries or Controlling Affiliates as if it were
not an Agent or a Co-Documentation Agent under the Credit Documents.  The term Lender as used in all Credit
Documents, unless the context otherwise clearly requires, includes the
Administrative Agent and each other Agent in their respective individual
capacities as a Lender.  The
Administrative Agent and the other Agents may exercise such rights and powers by or through
their respective agents or employees.


Section 9.3.            Action by Administrative Agent
and the Other Agents.  The
obligations of each Agent under the Credit Documents are only those expressly
set forth therein.  Without limiting the
generality of the foregoing, the Administrative Agent shall not be required to
take any action concerning any Default or Event of Default, except as expressly
provided in Sections 7.2.  Unless and
until the Required Lenders (or, if required by Section 10.11, all of the Lenders)
give such direction (including, without limitation, the giving of a notice of
default as described in Section 7.1(c)), the Administrative Agent may, except
as otherwise expressly provided herein or 


 


58

















 


therein, take or refrain
from taking such actions as it deems appropriate and in the best interest of
all the Lenders.  In no event, however,
shall any Agent or Co-Documentation Agent be required to take any action in
violation of applicable law or of any provision of any Credit Document, and
each Agent and each Co-Documentation Agent shall in all cases be fully
justified in failing or refusing to act hereunder or under any other Credit
Document unless it first receives any further assurances of its indemnification
from the Lenders that it may require, including prepayment of any related
expenses and any other protection it requires against any and all costs,
expenses, and liabilities it may incur in taking or continuing to take any such
action.  Each Agent shall be entitled to
assume that no Default or Event of Default, other than non-payment of any
scheduled principal or interest payment due hereunder, exists unless notified
in writing to the contrary by a Lender or the Borrower.  In all cases in which the Credit Documents do
not require the Agent or Co-Documentation Agent to take specific action, such
Agent or Co-Documentation Agent, as applicable, shall be fully justified in
using its discretion in failing to take or in taking any action thereunder.  Any instructions of the Required Lenders, or
of any other group of Lenders called for under specific provisions of the
Credit Documents, shall be binding on all the Lenders and holders of Notes.


Section 9.4.            Consultation with Experts.  Each Agent and each Co-Documentation Agent
may consult with legal counsel, independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.


Section 9.5.            Indemnification Provisions;
Credit Decision.  No Agent or
Co-Documentation Agent nor any of their respective directors, officers, agents,
or employees shall be liable for any action taken or not taken by them in
connection with the Credit Documents (i) with the consent or at the request of
the Required Lenders (or, if required by Section 10.11, all of the Lenders), or
(ii) in the absence of their own gross negligence, bad faith or willful
misconduct, as determined pursuant to a judgment of a non-appealable court of
competent jurisdiction.  No Agent nor any
of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into or verify (i) any written or oral
statement, warranty or representation made in connection with this Agreement,
any other Credit Document, any Borrowing or in any financial or other
statements, instruments, reports or certificates or any other documents
furnished or made by the Administrative Agent or any other Agent to the Lenders
or by or on behalf of the Borrower or to any Lender in connection with the
Credit Documents and the transactions contemplated thereby; (ii) the
performance or observance of any of the covenants or agreements of the Borrower
or any Subsidiary contained herein or in any other Credit Document or as to the
use of the proceeds of the Loans or as to the existence or possible existence
of any Event of Default or Default or to make any disclosures with respect to
the foregoing; (iii) the satisfaction of any condition specified in Article 4,
except receipt of items required to be delivered to the Administrative Agent;
or (iv) the validity, effectiveness, genuineness, enforceability, value, worth
or collectability hereof or of any other Credit Document or of any other
documents or writings furnished in connection with any Credit Document; and no
Agent makes any representation of any kind or character with respect to any
such matters mentioned in this sentence. 
Anything contained herein to the contrary notwithstanding, the
Administrative Agent shall not have any liability arising from confirmations of
the amount of outstanding Loans.  Each
Agent may execute any of its duties under any of the Credit Documents by or
through employees, agents, and attorneys-in-fact and shall not be


 


59
















 


answerable to the Lenders or any other Person for the
default or misconduct of any such agents or attorneys-in-fact
selected with reasonable care.  No Agent
shall not incur any liability by acting in reliance upon any notice, consent,
certificate, other document or statement (whether written or oral) believed by
it to be genuine or to be sent by the proper party or parties.  In particular and without limiting any of the
foregoing, no Agent shall have any responsibility for confirming the accuracy
of any Compliance Certificate or other document or instrument received by any
of them under the Credit Documents.  Each
Agent may treat the payee of any Note as the holder thereof until written
notice of transfer shall have been filed with such Administrative Agent signed
by such owner in form satisfactory to such Administrative Agent.  Each Lender acknowledges that (i) it has
independently, and without reliance on any Agent, any Co-Documentation Agent or
any other Lender, obtained such information and made such investigations and
inquiries regarding the Borrower and its Subsidiaries as it deems appropriate,
and based upon such information, investigations and inquiries, made its own
credit analysis and decision to extend credit to the Borrower in the manner set
forth in the Credit Documents and (ii) no Agent has, by reason hereof or any of
the other Credit Documents, a fiduciary relationship in respect of such
Lender.  It shall be the responsibility
of each Lender to keep itself informed about the creditworthiness and business,
properties, assets, liabilities, condition (financial or otherwise) and
prospects of the Borrower and its Subsidiaries, and the Administrative Agent
and the other Agents shall have no liability whatsoever to any Lender for such
matters.  No Agent or Co-Documentation
Agent shall have any duty to disclose to the Lenders information that is not
required by any Credit Document to be furnished by the Borrower or any
Subsidiaries to such Agent or Co-Documentation Agent at such time, but is
voluntarily furnished to such Agent or Co-Documentation Agent (either in their
respective capacity as such Agent or Co-Documentation Agent or in its
individual capacity).  Each Lender, by
delivering its signature page to this Agreement or an Assignment Agreement and
funding its Loan on the Closing Date shall be deemed to have acknowledged
receipt of, and consented to and approved, each Credit Document and each other
document required to be approved by any Agent, Required Lenders or Lenders, as
applicable on the Closing Date.


Section 9.6.            Indemnity.  The Lenders shall ratably, in accordance with
their Percentages, indemnify and hold each Agent and Co-Documentation Agent and
their respective directors, partners, officers, employees, agents and
representatives harmless from and against any liabilities, losses, costs or
expenses suffered or incurred by it under any Credit Document or in connection
with the transactions contemplated thereby, regardless of when asserted or
arising, except to the extent they are promptly reimbursed for the same by the
Borrower and except to the extent that any event giving rise to a claim was
caused by the gross negligence or willful misconduct of the party seeking to be
indemnified.  The obligations of the
Lenders under this Section 9.6 shall survive termination of this Agreement.


Section 9.7.            Resignation.  The Administrative Agent may resign at any
time and shall resign upon any removal thereof as a Lender pursuant to the
terms of this Agreement upon at least thirty (30) days’ prior written notice to
the Lenders and the Borrower.  Any
resignation of the Administrative Agent shall not be effective until a
replacement therefor is appointed pursuant to the terms hereof.  Upon any such resignation of the
Administrative Agent, the Required Lenders and, so long as no Event of Default
shall then exist, with the consent of the Borrower (which consent shall not be
unreasonably withheld or delayed) shall have the right to appoint a successor
Administrative Agent.  If no successor
Administrative Agent shall have been so 


 


60

















 


appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and, so long as no Event of
Default shall then exist, with the consent of the Borrower (which consent shall
not be unreasonably withheld or delayed) appoint a successor Administrative
Agent which shall be any Lender hereunder or any commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $1,000,000,000; provided, however, that in any case, the Administrative
Agent’s resignation shall become effective on the 30th day after
such notice of resignation.  If neither
the Required Lenders nor the Administrative Agent have appointed a successor
Administrative Agent, the Required Lenders shall be deemed to succeeded to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent.  Upon the
acceptance of its appointment as the Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Administrative Agent under the Credit
Documents, and the retiring Administrative Agent shall be discharged from its
duties and obligations thereunder.  After
any retiring Administrative Agent’s resignation hereunder as Administrative
Agent the provisions of this Article 9 and all protective provisions of the
other Credit Documents shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent.


Section 9.8.            Delegation of Duties.  The Administrative Agent may perform any and
all of its duties and exercise its rights and powers under this Agreement 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
affiliates.  The indemnification and
other provisions of Section 9.5 and of Section 9.6 shall apply to any the
affiliates of the Administrative 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 the Administrative Agent.  All
of the rights, benefits, and privileges (including the exculpatory and
indemnification provisions) of Section 9.5 and of Section 9.6 shall apply to
any such sub-agent and to the affiliates of any such sub-agent, and shall apply
to their respective activities as sub-agent as if such sub-agent and affiliates
were named herein.  Notwithstanding
anything herein to the contrary, with respect to each sub-agent appointed by
the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all
such rights, benefits and privileges (including exculpatory rights and rights
to indemnification) and shall have all of the rights and benefits of a third
party beneficiary, including an independent right of action to enforce such
rights, benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any other Person,
against any or all of the Borrower and the Lenders, (ii) such rights, benefits
and privileges (including exculpatory rights and rights to indemnification)
shall not be modified or amended without the consent of such sub-agent, and
(iii) such sub-agent shall only have obligations to the Administrative Agent
and not to the Borrower, any Lender or any other Person and neither the
Borrower, any Lender nor any other Person shall have any rights, directly or
indirectly, as a third party beneficiary or otherwise, against such sub-agent.


Section 9.9.            Withholding Taxes.   To the extent required by any applicable
law, the Administrative Agent may withhold from any payment to any Lender an
amount equivalent to 


 


61

















 


any applicable withholding Tax.  If the U.S. Internal Revenue Service or any
other Governmental Authority asserts a claim that the Administrative Agent did
not properly withhold Tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or
because such Lender failed to notify the Administrative Agent of a change in
circumstance which rendered the exemption from, or reduction of, withholding
Tax ineffective or for any other reason, such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as Tax or otherwise, including any penalties or interest
and together with all expenses (including legal expenses, allocated internal
costs and out-of-pocket expenses) incurred.


ARTICLE 10.                                              MISCELLANEOUS.


Section 10.1.          No Waiver.  No delay or failure on the part of the
Administrative Agent or any Lender, or on the part of the holder or holders of
any Notes, in the exercise of any power, right or remedy under any Credit
Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise thereof preclude any other or
further exercise of any other power, right or remedy.  To the fullest extent permitted by applicable
law, the powers, rights and remedies under the Credit Documents of the
Administrative Agent, the Lenders and the holder or holders of any Notes are
cumulative to, and not exclusive of, any powers, rights or remedies any of them
would otherwise have.


Section 10.2.          Non-Business Day.  Subject to Section 2.4, if any payment of
principal or interest on any portion of any Loan or any other Obligation shall
fall due on a day which is not a Business Day, interest at the rate, if any,
such portion of any Loan or other Obligation bears for the period prior to
maturity shall continue to accrue in the manner set forth herein on such
Obligation from the stated due date thereof to the next succeeding Business
Day, on which the same shall instead be payable.


Section 10.3.          Documentary Taxes.  The Borrower agrees that it will pay any
documentary, stamp, transfer or similar Taxes or any other excise or property
taxes, charges or similar levies payable with respect to any Credit Document,
including interest and penalties, in the event any such Taxes are assessed
irrespective of when such assessment is made, other than any such taxes imposed
as a result of any transfer of an interest in a Credit Document.  Each Lender that determines to seek
compensation under this Section 10.3 shall give written notice to the Borrower
and, in the case of a Lender other than the Administrative Agent, the
Administrative Agent of the circumstances that entitle such Lender to such
compensation no later than ninety (90) days after such Lender receives actual
notice or obtains actual knowledge of the law, rule, order or interpretation or
occurrence of another event giving rise to a claim hereunder.  In any event, the Borrower shall not have any
obligation to pay any amount with respect to claims accruing prior to the 90th
day preceding such written demand.


Section 10.4.          Survival of Representations.  All representations and warranties made
herein or in certificates given pursuant hereto shall survive the execution and
delivery of this Agreement and the other Credit Documents, and shall continue
in full force and effect with respect to the date as of which they were made as
long as the Borrower has any Obligation hereunder or any Commitment hereunder
is in effect or any Loan hereunder is outstanding.


 


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Section 10.5.          Survival of Indemnities.  All indemnities and all provisions relative to
reimbursement to the Lenders of amounts sufficient to protect the yield of the
Lenders with respect to the Loans, including, but not limited to, Section 2.11,
Section 3.3, Section 7.5, Section 8.3, Section 10.3, and Section 10.13 hereof,
shall, subject to Section 8.3(c), survive the termination of this Agreement and
the other Credit Documents and the payment of the Loans and all other
Obligations and, with respect to any Lender, any replacement by the Borrower of
such Lender pursuant to the terms hereof.


Section 10.6.          Setoff.  In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
upon the occurrence of, and throughout the continuance of, any Event of
Default, each Lender and each subsequent holder of any Note is hereby
authorized by the Borrower at any time or from time to time subject to the
consent of the  Administrative Agent
(such consent not to be unreasonably withheld or delayed), without notice to
the Borrower or any other Person (other than the Administrative Agent), any
such notice being hereby expressly waived, to set off and to appropriate and to
apply any and all deposits (general or special, including, but not limited to,
Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts, and in whatever currency
denominated) and any other Indebtedness at any time owing by that Lender or
that subsequent holder to or for the credit or the account of the Borrower,
whether or not matured, against and on account of the due and unpaid
obligations and liabilities of the Borrower to that Lender or that subsequent
holder under the Credit Documents, irrespective of whether or not that Lender
or that subsequent holder shall have made any demand hereunder.  Each Lender shall promptly give notice to the
Borrower of any action taken by it under this Section 10.6, provided that any failure of such Lender to give such notice
to the Borrower shall not affect the validity of such setoff.  Each Lender agrees with each other Lender a
party hereto that if such Lender receives and retains any payment, whether by
setoff or application of deposit balances or otherwise, in respect of the Loans
in excess of its ratable share of payments on all such Obligations then owed to
the Lenders hereunder, then such Lender shall purchase for cash at face value,
but without recourse, ratably from each of the other Lenders such amount of the
Loans and participations therein held by each such other Lender as shall be
necessary to cause such Lender to share such excess payment ratably with all
the other Lenders; provided, however,
that if any such purchase is made by any Lender, and if such excess payment or
part thereof is thereafter recovered from such purchasing Lender, the related
purchases from the other Lenders shall be rescinded ratably and the purchase
price restored as to the portion of such excess payment so recovered, but
without interest.


Section 10.7.          Notices.


(a)           Except as otherwise specified herein,
all notices under the Credit Documents shall be in writing (including facsimile
or other electronic means) and shall be given to a party hereunder at its
address or facsimile number set forth below or such other address or facsimile
number as such party may hereafter specify by notice to the Administrative
Agent and the Borrower, given by courier, by United States certified or
registered mail, by telegram or by other telecommunication device capable of
creating a written record of such notice and its receipt.  Notices under the Credit Documents to the
Lenders shall be addressed to their respective domestic Lending Offices in the
United States at the respective addresses, or facsimile number, or telephone
numbers set forth on their applicable Administrative Questionnaire or, in the
case of 


 


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Persons becoming Lenders
pursuant to Assignment Agreements, on their applicable Assignment Agreements,
and to the Borrower, the Administrative Agent:


	
  To the Borrower:

  	
   

  	
  Transocean Inc.

  
	
   

  	
   

  	
  P.O. Box 10342

  
	
   

  	
   

  	
  West Wind

  
	
   

  	
   

  	
  70 Harbour
  Drive, 4th Floor, Block B

  
	
   

  	
   

  	
  George Town,
  Grand Cayman KY1-1003

  
	
   

  	
   

  	
  Cayman Islands,
  B.W.I.

  
	
   

  	
   

  	
  Attention: Steve
  McFadin

  
	
   

  	
   

  	
  Telephone
  Number: (345) 745-4500

  
	
   

  	
   

  	
  Facsimile
  Number: (345) 745-4504

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Transocean Inc.

  
	
   

  	
   

  	
  4 Greenway Plaza

  
	
   

  	
   

  	
  Houston, Texas
  77046

  
	
   

  	
   

  	
  Attention:
  Treasurer

  
	
   

  	
   

  	
  Telephone
  Number.: (713) 232-7500

  
	
   

  	
   

  	
  Facsimile Number: (713)
  232-7766

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Baker Botts LLP

  
	
   

  	
   

  	
  One Shell Plaza

  
	
   

  	
   

  	
  Houston, Texas
  77002-4995

  
	
   

  	
   

  	
  Attention:
  Stephen Krebs

  
	
   

  	
   

  	
  Telephone
  Number: (713) 229-1467

  
	
   

  	
   

  	
  Facsimile Number: (713)
  229-1522

  
	
   

  	
   

  	
   

  
	
  To the Administrative Agent:

  	
   

  	
  Goldman Sachs Credit Partners L.P.

  
	
   

  	
   

  	
  c/o Goldman, Sachs & Co.

  
	
   

  	
   

  	
  30 Hudson Street, 17th Floor

  
	
   

  	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
   

  	
  Attention: SBD Operations

  
	
   

  	
   

  	
  Attention:  Pedro Ramirez

  
	
   

  	
   

  	
  Facsimile Number:  (212) 357-4597

  
	
   

  	
   

  	
  Email
  and for delivery of final financial statements for 

  
	
   

  	
   

  	
  posting:
  gsd.link@gs.com

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Goldman Sachs Credit Partners L.P.

  
	
   

  	
   

  	
  85 Broad Street

  
	
   

  	
   

  	
  New York, New York  10004

  
	
   

  	
   

  	
  Attention:  Bruce Schwartz

  
	
   

  	
   

  	
  Facsimile
  Number:  (212) 428-5722

  



 


64

















 


	
  With a copy to:

  	
   

  	
  Goldman Sachs Credit
  Partners L.P.

  
	
   

  	
   

  	
  85 Broad Street

  
	
   

  	
   

  	
  New
  York, New York  10004

  
	
   

  	
   

  	
  Attention: 
  Ellen Finn

  
	
   

  	
   

  	
  Facsimile Number: 
  (212) 428-5722

  



 


Each
such notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section 10.7 or pursuant to Section 10.10 and a confirmation of receipt
of such facsimile has been received by the sender, (ii) if given by courier,
when delivered, (iii) if given by mail, five (5) days after such communication
is deposited in the mail, certified or registered with return receipt
requested, or (iv) if given by any other means, when delivered at the addresses
specified in this Section 10.7, or pursuant to Section 10.10; provided that any notice given pursuant to Article 2 shall
be effective only upon receipt and, provided further,
that any notice that but for this proviso would be effective after the close of
business on a Business Day or on a day that is not a Business Day shall be
effective at the opening of business on the next Business Day.


(b)           Electronic Communications.


(i)            Notices and other
communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet
websites, including the Platform) pursuant to procedures reasonably approved by
the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Article 2 if
such Lender has notified the Administrative Agent that it is incapable of
receiving notices under such Section by electronic communication.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications. 
Unless the Administrative Agent otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgement), provided that
if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next Business Day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available
and identifying the website address therefor.


(ii)           The Borrower
understands that the distribution of material through an electronic medium is
not necessarily secure and that there are confidentiality and other risks
associated with such distribution and agrees and assumes the risks associated
with such electronic distribution, except to the extent caused by the willful
misconduct or gross negligence of the Administrative Agent.


 


65

















 


(iii)          The Platform and
any Approved Electronic Communications are provided “as is” and “as available”.  Neither the Administrative Agent nor any of
their respective officers, directors, employees, agents, advisors or
representatives (the “Agent Affiliates”)
warrant the accuracy, adequacy, or completeness of the Approved Electronic
Communications or the Platform and each expressly disclaims liability for
errors or omissions in the Platform and the Approved Electronic
Communications.  No warranty of any kind,
express, implied or statutory, including any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects is made by the Agent Affiliates in
connection with the Platform or the Approved Electronic Communications.


(iv)          The Borrower, each
Lender, the Administrative Agent and each other Agent agrees that the
Administrative Agent may, but shall not be obligated to, store any Approved
Electronic Communications on the Platform in accordance with the Administrative
Agent’s customary document retention procedures and policies.


Section 10.8.          Counterparts.  This Agreement may be executed in any number
of counterparts, and by the different parties on different counterpart
signature pages, each of which when executed shall be deemed an original, but
all such counterparts taken together shall constitute one and the same
Agreement.


Section 10.9.          Successors and Assigns.


(a)           Generally.              This Agreement shall be binding
upon the Borrower, each of the Lenders, the Administrative Agent, the other
Agents, and their respective successors and assigns, and shall inure to the
benefit of the Borrower, each of the Lenders, the Administrative Agent, the
other Agents, and their respective successors and assigns, including any
subsequent holder of any Note; provided, however,
the Borrower may not assign any of its rights or obligations under this
Agreement or any other Credit Document without the written consent of all
Lenders, the Administrative Agent and the other Agents, and the Administrative
Agent and the other Agents may not assign any of their respective rights or
obligations under this Agreement or any Credit Document except in accordance
with Article 9 and no Lender may assign any of its rights or obligations under
this Agreement or any other Credit Document except in accordance with Section
10.10.  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
and, to the extent expressly contemplated hereby, Controlling Affiliates of each
of the Agents, the Co-Documentation Agents and Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.  Any Lender may at any time pledge or assign
all or any portion of its rights under this Agreement and the Notes issued to
it (i) to a Federal Reserve Bank to secure extensions of credit by such Federal
Reserve Bank to such Lender, or (ii) in the case of any Lender that is a fund
comprised in whole or in part of commercial loans, to a trustee for such fund
in support of such Lender’s obligations to such trustee; provided
that no such pledge or assignment shall release a Lender from any of
its obligations hereunder or substitute any such Federal Reserve Bank or such
trustee for such Lender as a party hereto and the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely with such Lender in
connection with the rights and obligations of such Lender under this Agreement.


 


66

















 


(b)           Register.                The Borrower, the Administrative
Agent and the Lenders shall deem and treat the Persons listed as Lenders in the
Register as the holders and owners of the corresponding Commitments and Loans
listed therein for all purposes hereof, and no assignment or transfer of any
such Commitment or Loan shall be effective, in each case, unless and until
recorded in the Register following receipt of an Assignment Agreement effecting
the assignment or transfer thereof, together with the required forms and
certificates regarding tax matters and any fees payable in connection with such
assignment, in each case, as provided in Section 10.10.  Each assignment shall be recorded in the
Register on the Business Day the Assignment Agreement is received by the
Administrative Agent, if received by 12:00 noon New York, New York time, and on
the following Business Day if received after such time, prompt notice thereof
shall be provided to the Borrower and a copy of such Assignment Agreement shall
be maintained, as applicable.  The date
of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.”  Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.


Section 10.10.        Sales and Transfers of Borrowing and
Notes; Participations in Borrowings and Notes.


(a)           Any Lender may at any time sell to
one or more commercial banking or other entities (other than the Borrower, any
of its Subsidiaries or any of their respective Controlling Affiliates) (“Participants”) participating interests in any Commitment or
Loan of such Lender hereunder, provided that
no Lender shall transfer, grant or assign any participation under which the
Participant shall have rights to vote upon or to consent to any matter to be
decided by the Lenders or the Required Lenders hereunder or under any other
Credit Document or to approve any amendment to or waiver of this Agreement or
any other Credit Document except to the extent such amendment or waiver would
(i) increase the amount of such Lender’s Commitment or Loan and such increase
would affect such Participant, (ii) reduce the principal of, or interest on,
any of such Lender’s Borrowings, or any other amounts payable to such Lender
hereunder and such reduction would affect such Participant or (iii) postpone
any date fixed for any scheduled payment of principal of, or interest on, any
of such Lender’s Borrowings, or any other amounts payable to such Lender
hereunder and such postponement would affect such Participant, in each case,
except as otherwise specifically provided in any Credit Document.  In the event of any such sale by a Lender of
participating interests to a Participant, such Lender’s obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Note for all purposes under this Agreement,
the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and such Lender shall retain the sole right to
enforce the obligations of the Borrower under any Credit Document.  The Borrower agrees that if amounts
outstanding under this Agreement and the Notes shall have been declared or
shall have become due and payable in accordance with Section 7.2 or 7.3 upon
the occurrence of an Event of Default, each Participant shall be deemed to have
the right of setoff in respect of its participating interest in amounts owing
under this Agreement and any Note to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement or any Note, provided that
such right of setoff shall be subject to the obligation of 


 


67

















 


such Participant to share
with the Lenders, and the Lenders agree to share with such Participant, as
provided in Section 10.6.  The Borrower
also agrees that each Participant shall be entitled to the benefits of and have
the obligations under Sections 2.11, 3.3 and 8.3 with respect to its
participation in the Commitments and the Borrowings outstanding from time to
time, provided that no Participant shall be
entitled to receive any greater amount pursuant to such Sections than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred if no participation had been transferred and provided, further, that Sections 8.3(c) and 8.6 shall apply
to the transferor Lender with respect to any claim by any Participant pursuant
to Section 2.11, 3.3 or 8.3 as fully as if such claim was made by such
Lender.  Anything herein to the contrary
notwithstanding, the Borrower shall not, at any time, be obligated to pay to
any Lender any sum in excess of the sum the Borrower would have been obligated
to pay to such Lender hereunder if such Lender had not sold any participation
in its rights and obligations under this Agreement or any other Credit
Document.


(b)           Any Lender may at any time sell to
(i) any of such Lender’s Controlling Affiliates or to any other Lender or any
Controlling Affiliate thereof that, in each case, is a commercial banking or
other entity not subject to Regulation T of the Board of Governors of the
Federal Reserve System and, (ii) with the prior written consent (which shall
not be unreasonably withheld or delayed) of the Administrative Agent and the
Borrower, to one or more commercial banking or other entities not subject to
Regulation T of the Board of Governors of the Federal Reserve System (any of
(i) or (ii), a “Purchasing Lender”), all or any
part of its rights and obligations under this Agreement and the other Credit
Documents, pursuant to an Assignment Agreement in the form attached as Exhibit
10.10, executed by such Purchasing Lender and such transferor Lender (and,
in the case of a Purchasing Lender which is not then a Lender or a Controlling
Affiliate thereof, by the Borrower and the Administrative Agent) and delivered
to the Administrative Agent; provided that
each such sale to a Purchasing Lender (other than an existing Lender) shall be
in the amount of $5,000,000 or more, or if in a lesser amount, such sale shall
be of all of such Lender’s rights and obligations under this Agreement and all
of the other Credit Documents payable to it to one Purchasing Lender.  Notwithstanding the requirement of the
Borrower’s consent set forth above, but subject to all of the other terms and
conditions of this Section 10.10(b), any Lender may sell to one or more
commercial banking or other entities not subject to Regulation T of the Board
of Governors of the Federal Reserve System, all or any part of their rights and
obligations under this Agreement and the other Credit Documents with only the
consent of the Administrative Agent (which shall not be unreasonably withheld or
delayed) if an Event of Default shall have occurred and be continuing.  Upon the execution and delivery of an
Assignment Agreement, from and after the effective date of the transfer
determined pursuant to such Assignment Agreement, (x) the Purchasing Lender
thereunder shall be a party hereto and, to the extent provided in such
Assignment Agreement, have the rights and obligations of a Lender hereunder
with a Commitment or Loan as set forth herein and (y) the transferor Lender
thereunder shall, to the extent provided in such Assignment Agreement, be
released from its obligations under this Agreement (and, in the case of an
Assignment Agreement covering all or the remaining portion of a transferor
Lender’s rights and obligations under this Agreement, such transferor Lender
shall cease to be a party hereto).  Each
Assignment Agreement shall be deemed to amend this Agreement to the extent, and
only to the extent, necessary to reflect the addition of such Purchasing Lender
and the resulting adjustment of Commitments or Loans and Percentages arising
from the purchase by such Purchasing Lender of all or a portion of the rights
and obligations of such transferor Lender under this Agreement, the Notes and
the other Credit 


 


68

















 


Documents.  On or prior to the effective date of the
transfer determined pursuant to any Assignment Agreement, the Borrower, at its
own expense, shall upon reasonable notice from the Administrative Agent execute
and deliver to the Administrative Agent in exchange for any surrendered Note, a
new Note as appropriate to the order of such Purchasing Lender in an amount
equal to the Commitments or Loans assumed by it pursuant to such Assignment
Agreement, and, if the transferor Lender has retained a Commitment or Borrowing
hereunder, a new Note to the order of the transferor Lender in an amount equal
to the Commitments or Borrowings retained by it hereunder.  Such new Notes shall be dated the Closing
Date and shall otherwise be in the form of the Notes replaced thereby.  The Notes surrendered by the transferor
Lender shall be returned by the Administrative Agent to the Borrower marked “cancelled.”


(c)           Upon its receipt of an Assignment
Agreement executed by a transferor Lender and a Purchasing Lender (and, in the
case of a Purchasing Lender that is not then a Lender or an affiliate thereof,
by the Administrative Agent and, to the extent required by Section 10.10(b), by
the Borrower), together with payment by the transferor Lender to the
Administrative Agent hereunder of a registration and processing fee of $3,500 (except that no such registration and processing fee
shall be payable (y) in connection with an assignment by or to either Arranger
or any Controlling Affiliate thereof or (z) in the case of a Purchasing
Lender which is already a Lender or is an
affiliate or Related Fund of a Lender or a Person under common management with
a Lender), the Administrative Agent shall (i) promptly accept such
Assignment Agreement, and (ii) on the effective date of the transfer determined
pursuant thereto give notice of such acceptance and recordation to the Lenders
and the Borrower.  The Borrower shall not
be responsible for such registration and processing fee or any costs or expenses
incurred by any Lender, any Purchasing Lender or the Administrative Agent in
connection with such assignment except as provided above.


(d)           Each Lender, upon execution and
delivery hereof or upon succeeding to an interest in the Commitments or  Loans, as the case may be, represents and
warrants as of the Closing Date or as of the Assignment Effective Date that (i)
it satisfies the requirements of Section 10.10(b), (ii) it has experience and
expertise in the making of or investing in commitments or loans such as the
applicable Commit­ments or Loans, as the case may be; and (iii) it will make or
invest in, as the case may be, its Commitments or Loans for its own account in
the ordinary course and without a view to distribution of such Commitments or
Loans within the meaning of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, or other federal securities laws
(it being understood that, subject to the provisions of this Section 10.10, the
disposition of such Commitments or Loans or any interests therein shall at all
times remain within its exclusive control).


(e)           Notwithstanding any other provisions
of this Section 10.10, no transfer or assignment of the interests of any Lender
hereunder or any grant of participations therein shall be permitted if such
transfer, assignment or grant would require the Borrower to file a registration
statement with the SEC or to qualify the Loans, the Notes or any other
Obligations under the securities laws of any jurisdiction.


 


69






 












 


Section 10.11.        Amendments, Waivers and Consents.


(a)           Any provision of the Credit Documents
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by (A) the Borrower, (B) the Required Lenders (or the
Administrative Agent with the consent of the Required Lenders), and (C) if the
rights or duties of the Administrative Agent or any other Agent are affected
thereby, the Administrative Agent or such other Agent, as the case may be, provided that:


(i)            no amendment or
waiver shall (A) increase or extend any Commitment of any Lender without the
consent of such Lender, or (B) postpone the Maturity Date without the consent
of all Lenders, or reduce the amount of or postpone the date for any scheduled
payment of any principal of or interest (including, without limitation, any
reduction in the rate of interest unless such reduction is otherwise provided
herein) on any Loan or fees, without the consent of each Lender owed any such
Obligation; and


(ii)           no amendment or
waiver shall, unless signed by each Lender, change the provisions of this
Section 10.11 or the definition of Required Lenders or the number of Lenders
required to take any action under any other provision of the Credit Documents
or any provision providing for the pro rata nature of distributions by or
payments to Lenders;


provided
further that
Administrative Agent may, with the consent of the Borrower only, amend, modify
or supplement this Agreement to cure any ambiguity, omission, defect or
inconsistency, so long as such amendment, modification or supplement does not
adversely affect the rights of any Lender.


(b)           The Administrative Agent may, but
shall have no obligation to, (i) with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender, and
(ii) execute any amendment on behalf of any Lender pursuant to Section
6.17(b).  Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.  No notice to or demand on
the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.  Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.11 shall be
binding upon each Lender at the time outstanding, each future Lender and, if
signed by the Borrower, on the Borrower.


Section 10.12.        Headings.  Section headings used in this Agreement are
for reference only and shall not affect the construction of this Agreement.


Section 10.13.        Legal Fees, Other Costs and
Indemnification.


(a)           The Borrower, upon demand by the
Administrative Agent, agrees to pay (i) the actual and reasonable fees and
disbursements of legal counsel to the Administrative Agent in connection with
the preparation and execution of the Credit Documents (which shall be in an
amount agreed in writing by the Borrower), and any amendment, waiver or consent
related thereto, whether or not the transactions contemplated therein are
consummated, (ii) all the costs of furnishing all opinions by counsel for the
Borrower, (iii) all other actual and reasonable costs and expenses incurred by
(A) the Arrangers and the Administrative Agent in connection with the 


 


70

















 


syndication of the Loans
and Commitments and (B) the Administrative Agent in connection with the
negotiation, preparation and execution of the Credit Documents and any
consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby and (iv) after the occurrence of a Default or
an Event of Default, all costs and expenses, including reasonable attorneys’
fees and costs of settlement, incurred by the Administrative Agent and the
Lenders in enforcing any Obligations of or in collecting any payments due from
the Borrower hereunder or under the other Credit Documents by reason of such
Default or Event of Default or in connection with any refinancing or
restructuring of the credit arrangements provided hereunder in the nature of a “work-out”
or pursuant to any insolvency or bankruptcy cases or proceedings.  The Borrower further agrees to indemnify each
Lender, the Administrative Agent and their respective directors, partners,
officers, employees, agents, sub-agents, Controlling Affiliates and attorneys
(collectively, the “Indemnified Parties”),
against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all reasonable attorneys’ fees and
other reasonable out-of-pocket expenses of litigation or preparation
therefor,  whether or not such
Indemnified Party is a party thereto) which any of them may pay or incur in
connection with this Agreement or the transactions contemplated hereby or as a
result of (A) any action, suit or proceeding by any third party or Governmental
Authority against such Indemnified Party and relating to any Credit Document,
the Loans, the application or proposed application by any of the Borrower of
the proceeds of any Loan or any other transaction contemplated hereby, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN
PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE
INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES OR ATTORNEYS, (B) any investigation of any third party or
any Governmental Authority involving any Lender (as a lender hereunder), any
Agent (in such capacity hereunder) or any Co-Documentation Agent (in such
capacity hereunder) and related to any use made or proposed to be made by the
Borrower of the proceeds of any Loan, or any transaction (including the
Transactions) financed or to be financed in whole or in part, directly or
indirectly with the proceeds of any Loan, and (C) any investigation of any
third party or any Governmental Authority, litigation or proceeding involving
any Lender (as a lender hereunder), any Agent (in such capacity hereunder) or
any Co-Documentation Agent (in such capacity hereunder) and related to any
environmental cleanup, audit, compliance or other matter relating to any
Environmental Law or the presence of any Hazardous Material (including, without
limitation, any losses, liabilities, damages, injuries, costs, expenses or
claims asserted or arising under any Environmental Law) with respect to the Borrower,
regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated
to indemnify any Indemnified Party for any of the foregoing arising out of such
Indemnified Party’s gross negligence, bad faith or willful misconduct, as
determined pursuant to a non-appealable judgment of a court of competent
jurisdiction or as expressly agreed in writing by such Indemnified Party.  The Borrower, upon demand by the
Administrative Agent, the other Agents or a Lender at any time, shall reimburse
such Agent or such Lender for any reasonable legal or other expenses incurred
in connection with investigating or defending against any of the foregoing,
except if the same is excluded from indemnification pursuant to the provisions
of the preceding sentence.  The Borrower
shall not be required to indemnify any Indemnified Party for any amount paid or
payable by such Indemnified Party in the settlement of any action, proceeding
or investigation without the written consent of the Borrower, which consent
shall not 


 


71

















 


be unreasonably withheld;
provided that the foregoing indemnity
shall apply to any such settlement in the event that the Borrower was offered
the ability to assume the defense of the action that was the subject matter of
such settlement and elected not to so assume. 
Promptly after receipt by the relevant Indemnified Party of notice of
its involvement in any action, proceeding or investigation, such Indemnified
Party shall, if a claim for indemnification in respect thereof is to be made
against the Borrower under this Section 10.13, notify the Borrower in writing
of such involvement.  Failure by any
Indemnified Party to so notify the Borrower shall not relieve the Borrower from
the obligation to indemnify such Indemnified Party under this Section 10.13
except to the extent that the Borrower suffers actual prejudice as a result of
such failure, and shall not relieve the Borrower from its obligation to provide
reimbursement and contribution to the Indemnified Party.


(b)           To the extent permitted by applicable
law, the Borrower shall not assert, and the Borrower hereby waives, any claim
against each Lender, each Agent, each Co-Documentation Agent and their respective
Controlling Affiliates, directors, employees, attorneys, agents or sub-agents,
on any theory of liability, for special, indirect, consequential or punitive
damages  (as opposed to direct or actual
damages) (whether or not the claim therefor is based on contract, tort or duty
imposed by any applicable legal requirement) arising out of, in connection
with, arising out of, as a result of, or in any way related to, this Agreement
or any Credit Document or any agreement or instrument contemplated hereby or thereby
or referred to herein or therein, the transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof or any act or omission or
event occurring in connection therewith, and the Borrower hereby waives,
releases and agrees not to sue upon any such claim or any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor.


Section 10.14.        Governing Law; Submission to
Jurisdiction; Waiver of Jury Trial.


(A)          THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS,
AND THE RIGHTS AND DUTIES OF THE PARTIES THERETO, SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF.


(B)          TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE PARTIES HERETO AGREE THAT ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE OTHER
AGENTS, THE LENDERS OR THE BORROWER MAY BE BROUGHT AND MAINTAINED IN THE COURTS
OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE 


 


72

















 


AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.  THE BORROWER HEREBY IRREVOCABLY DESIGNATES CT
CORPORATION SYSTEM, 111 8TH AVENUE, NEW YORK, NEW YORK 10011, AS THE DESIGNEE,
APPOINTEE AND AGENT OF THE BORROWER TO RECEIVE, FOR AND ON BEHALF OF THE
BORROWER, SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT HERETO.  TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS, BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.


(C)          TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR
UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY
IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


(D)          EACH PARTY TO THIS AGREEMENT
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.7.  NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


Section 10.15.        Confidentiality.  Each of the Agents, the Co-Documentation
Agents and Lenders agree to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (i) to affiliates of
such Agents, Co-Documentation Agents or Lenders and their respective directors,
officers, employees and agents, including accountants, legal counsel and other
advisors who have reason to use such Information in connection with the
evaluation of the transactions contemplated by this Agreement solely for
purposes of evaluating 


 


73

















 


such Information, provided that
such Agents, Co-Documentation Agents and 
Lenders shall advise such directors, officers, employees or agents of
the provisions of this Section 10.15, (ii) to prospective Purchasing Lenders
and Participants and their respective directors, officers, employees and
agents, including accountants, legal counsel and other advisors who have reason
to use such Information in connection with the evaluation of the transactions
contemplated by this Agreement solely for purposes of evaluating such
Information, provided that such Purchasing
Lender or Participant shall advise such directors, officers, employees or
agents of the provisions of this Section 10.15, (iii) to any direct or indirect
contractual counterparties (or the professional advisors thereto) to any swap
or derivative transaction relating to the Borrower and its obligations (subject
to similar confidentiality provisions as provided herein), (iv) to the extent
requested by any regulatory authority, (v) to any rating agency when required
by it, provided that, prior to any disclosure,
such rating agency shall undertake in writing to preserve the confidentiality
of any confidential information relating to the Borrower received by it from
any of the Agents, any Co-Documentation Agent or any Lender, (vi) to the extent
required by applicable law or regulation or by any subpoena or similar legal
process or requested by any governmental agency, regulator or representative
thereof or by The National Association of Insurance Commissioners, and any
successor thereto, (vii) in connection with the exercise of any remedies
hereunder or any proceedings relating to this Agreement or the other Credit
Documents, (viii) with the consent of the Borrower, or (ix) to the extent such
Information (x) becomes publicly available other than as a result of a breach
of this Section 10.15, or (y) becomes available on a non-confidential basis
from a source other than the Borrower or its affiliates, or the Lenders or
their respective affiliates, excluding any Information from such source which,
to the actual knowledge of the Agent, the Co-Documentation Agent or Lender
receiving such Information, has been disclosed by such source in violation of a
duty of confidentiality to the Borrower. 
For purposes hereof, “Information”
means all information received by the Lenders from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Lenders on a non-confidential basis prior to disclosure by the Borrower,
excluding any Information from a source which, to the actual knowledge of the
Agent, the Co-Documentation Agent or Lender receiving such Information, has
been disclosed by such source in violation of a duty of confidentiality to the
Borrower.  The Lenders shall be
considered to have complied with their respective obligations if they have
exercised the same degree of care to maintain the confidentiality of such
Information as they would accord their own confidential information.


Section 10.16.        Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


Section 10.17.        Change in Accounting Principles,
Fiscal Year or Tax Laws.  If (i) any
change in accounting principles from those used in the preparation of the
financial statements of the Borrower referred to in Section 5.8 is hereafter
occasioned by the promulgation of rules, regulations, pronouncements and
opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accounts (or successors thereto or
agencies with similar functions), and such change materially affects the calculation
of any component of any financial covenant, standard or term found in this
Agreement, or (ii) there is a material 


 


74

















 


change in federal, state or foreign Tax laws which
materially affects any of the Borrower and its Subsidiaries’ ability to comply
with the financial covenants, standards or terms found in this Agreement, the
Borrower and the Lenders agree to enter into negotiations in order to amend
such provisions (with the agreement of the Required Lenders or, if required by
Section 10.11, all of the Lenders) so as to equitably reflect such changes with
the desired result that the criteria for evaluating any of the Borrower’s and
its Subsidiaries’ financial condition shall be the same after such changes as
if such changes had not been made. 
Unless and until such provisions have been so amended, the provisions of
this Agreement shall govern.


Section 10.18.        Marshalling;
Payments Set Aside.  Neither any Agent nor any Lender shall be
under any obligation to marshal any assets in favor of the Borrower or any
other Person or against or in payment of any or all of the Obligations.  To the extent that the Borrower makes a
payment or payments to the Administrative Agent or any Lender (or to
Administrative Agent, on behalf of any Lender), or any Lender exercises its
rights of setoff, and such payment or payments or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or federal law,
common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all rights
and remedies therefor or related thereto, shall be revived and continued in
full force and effect as if such payment or payments had not been made or such
setoff had not occurred.


Section 10.19.        Obligations
Several; Independent Nature of Lenders’ Rights.  The obligations of Lenders hereunder are
several and no Lender shall be responsible for the obligations, Loans or
Commitment of any other Lender hereunder. 
Nothing contained herein or in any other Credit Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders as a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled to protect and
enforce its rights arising out hereof and it shall not be necessary for any
other Lender to be joined as an additional party in any proceeding for such
purpose.


Section 10.20.        Final Agreement.  The Credit Documents, together with the
indemnification, confidentiality and other provisions specified in that certain
Commitment Letter, dated as of July 21, 2007 (the “Commitment
Letter”; and such provisions, the “Commitment
Letter Provisions”) and entered into by the Borrower, GSF, the
Arrangers and the other parties named therein, as surviving the termination of
the Commitment Letter or the satisfaction of the agreements provided for in the
Commitment Letter, constitute the entire understanding among the Credit
Parties, the Lenders and the Administrative Agent and supersede all earlier or
contemporaneous agreements, whether written or oral, concerning the subject
matter of the Credit Documents.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER CREDIT DOCUMENTS AND
THE COMMITMENT LETTER PROVISIONS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


75

















 


Section 10.21.        Officer’s Certificates.  It is not intended that any certificate of
any officer or director of the Borrower delivered to the Administrative Agent
or any Lender pursuant to this Agreement shall give rise to any personal
liability on the part of such officer or director.


Section 10.22.        Effect of Inclusion of Exceptions.  It is not intended that the specification of
any exception to any covenant herein shall imply that the excepted matter
would, but for such exception, be prohibited or required.


Section 10.23.        Electronic
Execution of Assignments.  The words “execution,” “signed,” “signature,”
and words of like import in any Assignment Agreement 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, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.


Section 10.24.        No Fiduciary
Duty.  Each Agent, each
Co-Documentation Agent, each Lender and their respective Controlling Affiliates
(collectively, solely for purposes of this paragraph, the “Lenders”), may have
economic interests that conflict with those of the Borrower.  The 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 the Lenders
and the Borrower, its stockholders or its affiliates.  The Borrower acknowledges and agrees that (i)
the transactions contemplated by the Credit Documents are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrower,
on the other, (ii) in connection therewith and with the process leading to such
transaction each of the Lenders is acting solely as a principal and not the
agent or fiduciary of the Borrower, its management, stockholders, creditors or
any other person, (iii) no Lender has assumed an advisory or fiduciary
responsibility in favor of the Borrower with respect to the transactions
contemplated hereby or the process leading thereto (irrespective of whether any
Lender or any of its affiliates has advised or is currently advising the
Borrower on other matters) or any other obligation to the Borrower except the
obligations expressly set forth in the Credit Documents and (iv) the Borrower
has consulted its own legal and financial advisors to the extent it deemed
appropriate.  The 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.  The Borrower agrees that it will not claim
that any Lender has rendered advisory services of any nature or respect, or
owes a fiduciary or similar duty to the Borrower, in connection with such
transaction or the process leading thereto.


Section 10.25.        Patriot Act Notice.  Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower and each Guarantor
that pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies the Borrower and each Guarantor,
which information includes the name and address of the Borrower and each
Guarantor and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrower and each
Guarantor in accordance with the Patriot Act. 
The Borrower and each Guarantor shall provide, to the extent
commercially reasonable, such information and take such actions as are
reasonably requested by the 


76

















 


Administrative Agent or any Lenders in order to assist
the Administrative Agent and the Lenders in maintaining compliance with the
Patriot Act.


[Remainder of page
intentionally left blank]


 


77






 












 


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


BORROWER:


	
  TRANSOCEAN INC.,

  
	
  as Borrower

  
	
   

  
	
   

  
	
  By:

  	
  /s/Randal P. Miller

  
	
  Name: Randal P. Miller

  
	
  Title: Vice President & Treasurer

  



 


 


 


[SIGNATURE PAGE
TO CREDIT AGREEMENT]


 

















 


GOLDMAN SACHS CREDIT
PARTNERS L.P.,


as a Joint Lead Arranger
and Joint Bookrunner, as Administrative Agent and as a Lender


	
  By:

  	
  /s/ Bruce H. Mendelsohn

  
	
   

  	
  Authorized Signatory

  



 


 


	
  COMMITMENT:

  	
   

  	
  $3,330,000,000.00

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  22.2%

  



 

















 


LEHMAN COMMERCIAL PAPER
INC.,


as Syndication Agent


	
  By:

  	
  /s/ Adrian De Legarde

  
	
  Name: Adrian De Lagarde

  
	
  Title: Authorized Signatory

  



 

















 


LEHMAN COMMERCIAL PAPER,
INC.,


as a Lender


	
  By:

  	
  /s/ Adrian De Legarde

  
	
  Name: Adrian De Lagarde

  
	
  Title: Authorized Signatory

  



 


 


	
  COMMITMENT:

  	
   

  	
  $667,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
   

  



 

















 


LEHMAN LOAN FUNDING, LLC,


as a Lender


	
  By:

  	
  /s/ H. Tucker Hackett

  
	
  Name: H. Tucker Hackett

  
	
  Title: Senior Vice President

  



 


 


	
  COMMITMENT:

  	
   

  	
  $1,000,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
   

  



 





















 


LEHMAN BROTHERS INC.,


as a Joint Lead Arranger
and Joint Bookrunner


	
  By:

  	
  /s/ H. Tucker Hackett

  
	
  Name: H. Tucker Hackett

  
	
  Title: Senior Vice President

  



 

















 


CALYON NEW YORK BRANCH,


as a Lender and as
Co-Documentation Agent


	
  By:

  	
  /s/ Page Dillehunt

  
	
  Name: Page Dillehunt

  
	
  Title: Managing Director

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Darrell Stanley

  
	
  Name: Darrell Stanley

  
	
  Title: Managing Director

  



 


 


	
  COMMITMENT:

  	
   

  	
  $1,475,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  9.83%

  



 





















 


CITIBANK, N.A.,


as a Lender and as
Co-Documentation Agent


	
  By:

  	
  /s/ Robert Malleck

  
	
  Name: Robert Malleck

  
	
  Title: Vice-President

  



 


 


	
  COMMITMENT:

  	
   

  	
  $1,475,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  9.83%

  



 





















 


JPMORGAN CHASE BANK, N.A.,


as a Lender and as
Co-Documentation Agent


	
  By:

  	
  /s/ Helen A. Carr

  
	
  Name: Helen A. Carr

  
	
  Title: Managing Director

  



 


 


	
  COMMITMENT:

  	
   

  	
  $1,475,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  9.833%

  



 





















 


CREDIT SUISSE, CAYMAN
ISLANDS BRANCH,


as a Lender


	
  By:

  	
  /s/ Vanessa Gomez

  
	
  Name: Vanessa Gomez

  
	
  Title: Vice President

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Morenikeji Ajayi

  
	
  Name: Morenikeji Ajayi

  
	
  Title: Associate

  



 


 


	
  COMMITMENT:

  	
   

  	
  $1,475,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  9.8%

  



 





















 


UBS Loan Finance LLC,


as a Lender


	
  By:

  	
  /s/ Irja R. Otsa

  
	
  Name: Irja R. Otsa

  
	
  Title: Associate Director

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard L. Tavrow

  
	
  Name: Richard L. Tavrow

  
	
  Title: Director

  



 


 


	
  COMMITMENT:

  	
   

  	
  $900,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  6.00%

  



 





















 


The
Bank of Tokyo-Mitsubishi UFJ, Ltd., Houston Agency,


as a Lender


	
  By:

  	
  /s/ Takatoshi Haruna

  
	
  Name: Mr. Takatoshi Haruna

  
	
  Title: General Manager

  



 


 


	
  COMMITMENT:

  	
   

  	
  $900,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  6.00%

  



 





















 


FORTIS CAPITAL CORP.,


as a Lender


	
  By:

  	
  /s/ Joseph Maxwell

  
	
  Name: Joseph Maxwell

  
	
  Title: Senior Vice President

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Alison B. Barber

  
	
  Name: Alison B. Barber

  
	
  Title: Vice President

  



 


 


	
  COMMITMENT:

  	
   

  	
  $900,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  6.00%

  



 





















 


DNB Nor Bank ASA,


as a Lender


	
  By:

  	
  /s/ Barbara Gronquist

  
	
  Name: Barbara Gronquist

  
	
  Title: Senior Vice President

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Kevin O’Hara

  
	
  Name: Kevin O’Hara

  
	
  Title: Vice President

  



 


 


	
  COMMITMENT:

  	
   

  	
  $900,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  6.00%

  



 





















 


Wells Fargo Bank, N.A.


 


	
  By:

  	
  /s/ William S. Rogers

  
	
  Name: William S. Rogers

  
	
  Title: Vice President

  



 


 


	
  COMMITMENT:

  	
   

  	
  $500,000,000

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE:

  	
   

  	
  3.3333333%