LCPI (COLLECTIVELY WITH
EACH OTHER FINANCIAL INSTITUTION THAT BECOMES A LENDER UNDER THE CREDIT
FACILITIES, THE "LENDERS") COMMIT TO PROVIDE THE ENTIRE AMOUNT OF THE CREDIT
FACILITIES UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH OR REFERRED TO
IN THIS COMMITMENT LETTER AND IN THE SUMMARY OF TERMS OF CREDIT FACILITIES
ATTACHED HERETO AS EXHIBIT A (THE "TERM SHEET").
(B)
BASED ON THE FOREGOING AND THE TERMS HEREOF,
LCPI IS PLEASED TO CONFIRM BY THIS COMMITMENT LETTER ITS COMMITMENT TO YOU (THE
"COMMITMENT") TO PROVIDE OR CAUSE ONE OF ITS AFFILIATES TO PROVIDE THE ENTIRE
AMOUNT OF THE CREDIT FACILITIES.
(C)
IT IS AGREED THAT LEHMAN BROTHERS WILL ACT AS
THE SOLE AND EXCLUSIVE ADVISOR, SOLE BOOK-RUNNER AND SOLE LEAD ARRANGER FOR THE
CREDIT FACILITIES AND THAT LCPI WILL ACT AS THE SOLE AND EXCLUSIVE
ADMINISTRATIVE AGENT AND SYNDICATION AGENT FOR THE CREDIT FACILITIES.
EACH OF
LEHMAN BROTHERS AND LCPI WILL PERFORM THE DUTIES AND EXERCISE THE AUTHORITY
CUSTOMARILY PERFORMED AND EXERCISED BY IT IN ITS RESPECTIVE ROLE.
YOU AGREE
THAT NO OTHER AGENTS, CO-AGENTS, ARRANGERS OR BOOK-RUNNERS WILL BE APPOINTED, NO
OTHER TITLES WILL BE AWARDED AND NO COMPENSATION (OTHER THAN THAT EXPRESSLY
CONTEMPLATED BY THE TERM SHEET OR THE FEE LETTER REFERRED TO BELOW) WILL BE PAID
IN CONNECTION WITH THE CREDIT FACILITIES UNLESS YOU AND WE SHALL SO AGREE.
(D)
THE COMMITMENTS AND AGREEMENTS OF LCPI AND
LEHMAN BROTHERS DESCRIBED HEREIN ARE SUBJECT TO: (I) THERE NOT HAVING OCCURRED
ANY EVENT, DEVELOPMENT OR CIRCUMSTANCE (OTHER THAN ANY SUCH EVENT, DEVELOPMENT
OR CIRCUMSTANCE WHICH AFFECTS GENERALLY THE SEGMENT OF THE OIL AND GAS SERVICE
BUSINESS IN WHICH THE COMPANY ENGAGES AND DOES NOT DISPROPORTIONATELY AFFECT THE
COMPANY) SINCE DECEMBER 31, 2004 (THE DATE OF THE MOST RECENT ANNUAL FINANCIAL
STATEMENTS DELIVERED TO THE LENDERS AS OF THE DATE HEREOF), EXCEPT MATTERS THAT
HAVE BEEN PUBLICLY DISCLOSED PRIOR TO THE DATE OF THE COMMITMENT LETTER, THAT
HAS CAUSED OR COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CONDITION
OR MATERIAL ADVERSE CHANGE IN OR AFFECTING (A) THE FINANCIAL CONDITION, RESULTS
OF OPERATION, ASSETS, LIABILITIES, OR VALUE OF THE COMPANY AND ITS SUBSIDIARIES,
TAKEN AS A WHOLE, OR THAT CALLS INTO QUESTION IN ANY MATERIAL RESPECT THE
PROJECTIONS (AS DEFINED BELOW) PREVIOUSLY SUPPLIED TO THE LENDERS OR ANY OF THE
MATERIAL ASSUMPTIONS ON WHICH THE PROJECTIONS WERE PREPARED OR (B) THE VALIDITY
OR ENFORCEABILITY OF ANY OF THE CREDIT DOCUMENTATION OR THE RIGHTS AND REMEDIES
OF THE ADMINISTRATIVE AGENT AND THE LENDERS THEREUNDER (ANY OF THE FOREGOING, A
"MATERIAL ADVERSE CHANGE"); (II) LEHMAN BROTHERS AND LCPI NOT HAVING BECOME
AWARE AFTER THE DATE HEREOF OF ANY INFORMATION OR OTHER MATTER AFFECTING THE
COMPANY OR THE TRANSACTIONS CONTEMPLATED HEREBY (THE "NEWLY DISCOVERED
INFORMATION") THAT IS INCONSISTENT WITH ANY SUCH INFORMATION OR OTHER MATTER
DISCLOSED TO LEHMAN BROTHERS AND LCPI BY THE COMPANY (EITHER IN WRITING OR
PURSUANT TO DUE DILIGENCE CONVERSATIONS WITH THE COMPANY'S SENIOR MANAGEMENT,
ATTORNEYS, PUBLIC ACCOUNTANTS OR THE CHAIRMAN OF THE COMPANY'S AUDIT COMMITTEE)
ON