for (i)
the working capital requirements and general corporate purposes of the Borrower
and its Subsidiaries, (ii) the refinancing of existing debt of the Loan Parties,
(iii) the payment of fees and expenses in connection with the transactions
contemplated hereunder and the other Loan Documents and (iv) the financing of
Capital Expenditures, including for the purchase of certain vessels and
improvements thereto and related mobilization costs;
WHEREAS, the Borrower has requested that the Lenders and the Issuing Lenders
make available, for the purposes specified in this agreement, such revolving
credit and letter of credit facility, all on the terms and conditions set forth
herein; and
WHEREAS, the Lenders and the Issuing Lenders are willing to make available to
the Borrower such credit facilities, upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter
set forth, the parties hereto hereby agree as follows:
ARTICLE I.
DEFINITIONS AND INTERPRETATION
SECTION 1.1.
DEFINED TERMS.
CAPITALIZED TERMS (WHETHER OR NOT UNDERSCORED)
USED IN THIS AGREEMENT, INCLUDING ITS PREAMBLE, SHALL (UNLESS A CLEAR CONTRARY
INTENTION EXPLICITLY APPEARS) HAVE THE RESPECTIVE MEANINGS ASSIGNED THERETO IN
SCHEDULE I.
SECTION 1.2.
USE OF DEFINED TERMS.
UNLESS OTHERWISE DEFINED OR THE CONTEXT
OTHERWISE EXPLICITLY REQUIRES, TERMS FOR WHICH MEANINGS ARE PROVIDED IN THIS
AGREEMENT SHALL HAVE SUCH MEANINGS WHEN USED IN THE SCHEDULES AND EACH NOTICE OF
BORROWING, CONTINUATION/CONVERSION NOTICE, COMPLIANCE CERTIFICATE, ASSIGNMENT
AND ACCEPTANCE, NOTICE AND OTHER COMMUNICATION DELIVERED FROM TIME TO TIME IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 1.3.
INTERPRETATION.
IN THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT,
UNLESS A CLEAR CONTRARY INTENTION EXPLICITLY APPEARS:
(A)
THE SINGULAR NUMBER INCLUDES THE PLURAL NUMBER AND VICE VERSA;
(B)
REFERENCE TO ANY PERSON INCLUDES SUCH PERSON'S SUCCESSORS AND
ASSIGNS BUT, IF APPLICABLE, ONLY IF SUCH SUCCESSORS AND ASSIGNS ARE PERMITTED BY
THIS AGREEMENT, AND REFERENCE TO A PERSON IN A PARTICULAR CAPACITY EXCLUDES SUCH
PERSON IN ANY OTHER CAPACITY OR INDIVIDUALLY;
(C)
REFERENCE TO ANY GENDER INCLUDES EACH OTHER GENDER;
(D)
UNLESS EXPLICITLY PROVIDED OTHERWISE HEREIN, REFERENCE TO ANY
AGREEMENT (INCLUDING THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO),
DOCUMENT OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR INSTRUMENT AS AMENDED,
RESTATED, SUPPLEMENTED OR MODIFIED AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE
WITH THE TERMS THEREOF AND, IF APPLICABLE, THE TERMS HEREOF AND REFERENCE TO ANY
PROMISSORY NOTE INCLUDES ANY PROMISSORY NOTE WHICH IS AN EXTENSION OR RENEWAL
THEREOF OR A SUBSTITUTE OR REPLACEMENT THEREFOR;
(E)
REFERENCE TO ANY APPLICABLE LAW MEANS SUCH APPLICABLE LAW AS
AMENDED, MODIFIED, CODIFIED OR REENACTED, IN WHOLE OR IN PART, AND IN EFFECT
FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS PROMULGATED THEREUNDER;
(F)
UNLESS THE CONTEXT EXPLICITLY INDICATES OTHERWISE, REFERENCE TO
THE PREAMBLE OR ANY ARTICLE, SECTION, SCHEDULE OR EXHIBIT MEANS THE PREAMBLE
HERETO OR SUCH ARTICLE, OR SECTION HEREOF OR SCHEDULE OR EXHIBIT HERETO;
(G)
"HEREUNDER," "HEREOF," "HERETO" AND WORDS OF SIMILAR IMPORT SHALL
BE DEEMED REFERENCES TO THIS AGREEMENT AS A