Bank Facilities Commitment Letter

Exhibit 10.1

March 18, 2007

Hercules Offshore, Inc.

11 Greenway Plaza

Suite 2950

Houston, Texas 77046

Attention: Randall D. Stilley, Chief Executive Officer and President

Bank Facilities Commitment Letter

Ladies and Gentlemen:

You have advised UBS Loan Finance LLC (“UBS”) and UBS Securities LLC (“UBSS” and, together with UBS, “we” or “us”) that a wholly-owned subsidiary corporation (“Acquisition Co.) of Hercules Offshore, Inc. (“you” or “Borrower”), proposes to acquire (the “Acquisition”) an entity code-named Thor (the “Acquired Business”). The Acquisition will be effected pursuant to a merger agreement (the “Acquisition Agreement”) among Acquisition Co., Borrower and the Acquired Business under which the stockholders of the Acquired Business would receive consideration comprised of common stock of the Borrower and cash (with cash not expected to exceed 50% of such aggregate consideration). All references to “dollars” or “$” in this agreement and the attachments hereto (collectively, this “Commitment Letter”) are references to United States dollars. All references to “Borrower and its subsidiaries” for any period from and after consummation of the Acquisition shall include the Acquired Business.

We understand that the sources of funds required to fund a portion of the Acquisition consideration, to repay existing indebtedness of Borrower and the Acquired Business and their respective subsidiaries of up to $109.7 million (the “Refinancing”), to fund payments of up to $156.4 million relating to the settlement of certain amounts under agreement(s) to which the Acquired Business is subject (the “Settlement Payments”), to pay fees, commissions and expenses of up to $60.0 million in connection with the Transactions (as defined below) and to provide ongoing working capital requirements of Borrower and its subsidiaries following the Transactions will include:

No other financing will be required for the uses described above. Immediately following the Transactions, neither Borrower nor any of its subsidiaries will have any material indebtedness or preferred equity other than the Facilities and other indebtedness acceptable to UBS. As used herein, the term “Transactions” means the Acquisition, the issuance by the Borrower of its common stock to the stockholders of the Acquired Business pursuant to the Acquisition (the “Stock Issuance”), the Refinancing, the Settlement Payments, the initial borrowings under the Facilities, and the payments of fees, commissions and expenses in connection with each of the foregoing. The approximate sources and uses for the Transactions are set forth in Annex II hereto.

Commitments.

You have requested that UBS commit to provide the Facilities and that UBSS agree to structure, arrange and syndicate the Facilities.

UBS is pleased to advise you of its commitment to provide the entire amount of the Facilities to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. The commitment of UBS is subject to the negotiation, execution and delivery of definitive documentation (the “Financing Documentation”) with respect to the Facilities reasonably satisfactory to UBS and the other Lenders reflecting, among other things, the terms and conditions set forth in the Term Sheet, in Annex III hereto (the “Conditions Annex”) and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Facilities (the “Fee Letter”). You agree that the closing date of the Facilities (the “Closing Date”) shall be a date mutually agreed upon between you and us, but in any event shall not occur until the terms and conditions hereof and in the Term Sheet and the Conditions Annex (including the conditions to initial funding) have been satisfied.

Syndication.

It is agreed that UBSS will act as the lead advisor, arranger and bookmanager for the Facilities, and, in consultation with you, will manage the syndication of the Facilities, and will, in such capacities, perform the duties and exercise the authority customarily associated with such roles. It is further agreed that additional advisors, agents, co-agents, arrangers or bookmanagers may be appointed in consultation with UBS; provided that (i) UBSS shall receive not less than 50% of the economics under the Facilities where additional advisors, agents, co-agents, arrangers or bookmanagers are appointed, (ii) the additional advisors, agents, co-agents, arrangers or bookmanagers will assume their pro rata percentage of the Facilities, which percentage shall be equal to or greater than their percentage of the economics hereunder, pursuant to an amendment hereto (or other documentation) reasonably satisfactory to UBSS executed within ten (10) business days of the announcement of the Acquisition and (iii) UBSS shall have “left” placement in any and all marketing materials or documentation used in connection with the Facilities (and shall receive bookmanager and lead arranger league table credit for the Facilities). Except as set forth above, you agree that no other titles or roles will be awarded and no compensation will be paid (other than as expressly contemplated by this Commitment Letter and the Fee Letter) in connection with the Facilities unless you and we shall so agree.

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UBS reserves the right, prior to or after execution of the Financing Documentation, in consultation with you, to syndicate all or a portion of its commitment to one or more institutions that will become parties to the Financing Documentation (UBS and the institutions becoming parties to the Financing Documentation with respect to all or a portion of the Facilities, the “Lenders”).

UBSS will exclusively manage all aspects of the syndication of the Facilities, including selection of additional Lenders, determination of when UBSS will approach potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Facilities among the additional Lenders. You agree to, and to use commercially reasonable efforts to cause Borrower, Acquisition Co. and the Acquired Business to (including with a covenant to such effect in the Acquisition Agreement), actively assist UBSS in achieving a timely syndication of the Facilities that is reasonably satisfactory to UBSS and the Lenders participating in such Facilities. To assist UBSS in its syndication efforts, you agree that you will, and will cause your representatives and advisors to, and will use commercially reasonable efforts to cause Borrower, Acquisition Co. and the Acquired Business and their respective representatives and advisors to, (a) promptly prepare and provide all financial and other information as we may reasonably request with respect to Borrower, Acquisition Co., the Acquired Business, their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “Projections”) relating to the foregoing, (b) use commercially reasonable efforts to ensure that such syndication efforts benefit materially from existing lending relationships of Borrower, Acquisition Co., the Acquired Business and their respective subsidiaries, (c) make available to prospective Lenders senior management and advisors of Borrower, Acquisition Co., the Acquired Business and their respective subsidiaries, (d) host, with UBSS, one or more meetings with prospective Lenders under each of the Facilities, (e) assist UBSS in the preparation of one or more confidential information memoranda satisfactory to UBSS and other marketing materials to be used in connection with the syndication of each of the Facilities and (f) obtain, at your expense, monitored public ratings of the Facilities from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) at least 30 days prior to the Closing Date and to participate actively in the process of securing such ratings, including having senior management of Borrower meet with such rating agencies.

At our request, you agree to prepare a version of the information package and presentation and other marketing materials to be used in connection with the syndication that do not contain material non-public information concerning Borrower, Acquisition Co. or the Acquired Business, their respective affiliates or their securities. In addition, with respect to all other written information, documentation and other data provided by you to us, we agree that, unless specifically labeled “Public Information,” such information, documentation and other data shall be deemed to be private, non-public information and we shall use our reasonable efforts to notify prospective Lenders to whom such information, documentation and other data is disseminated in connection with the syndication of such Facilities, whether disseminated through an Internet website (including, without limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, of the confidential nature thereof.

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Information.

You hereby represent and covenant that (a) all written information (other than the Projections) that has been or will be made available to us or any of the Lenders by Borrower, Acquisition Co., the Acquired Business or any of your or their respective representatives with respect to you or Acquisition Co. and, to the best of your knowledge, with respect to the Acquired Business in connection with the transactions contemplated hereby (the “Information”), when taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading and (b) the Projections that have been or will be made available to us or any of the Lenders by Borrower, Acquisition Co., the Acquired Business or any of your or their respective representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by you to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved). You agree to supplement the Information and the Projections from time to time upon our reasonable request and agree to promptly advise us and the Lenders of all developments materially affecting Borrower, Acquisition Co. and their respective subsidiaries or affiliates, taken as a whole, or the Acquired Business (inclusive of its subsidiaries, taken as a whole) or the transactions contemplated hereby or the accuracy of Information and Projections previously furnished to us or any of the Lenders.

Compensation.

As consideration for the commitments of the Lenders hereunder with respect to the Facilities and the agreement of UBSS to structure, arrange and syndicate the Facilities and to provide advisory services in connection therewith, you agree to pay, or cause to be paid, the fees set forth in the Term Sheet and the Fee Letter. Once paid, such fees shall not be refundable under any circumstances.

Conditions.

The commitment of UBS and the Lenders hereunder with respect to each of the Facilities and UBSS’s agreement to perform the services described herein may be terminated by UBS if (i) any information submitted to UBS by or on behalf of Borrower, Acquisition Co., the Acquired Business or any of their respective subsidiaries or affiliates is inaccurate, incomplete or misleading in any respect determined by UBS to be material; (ii) any change, effect, event, circumstance, occurrence, state of facts or development shall occur since December 31, 2006, or any additional information shall be disclosed to or discovered by UBS (including, without limitation, information contained in any review or report required to be provided to it in connection herewith), which UBS determines has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the draft Acquisition Agreement referred to in paragraph 1 of the Conditions Annex); or (iii) any condition set forth in the Term Sheet or the Conditions Annex is not satisfied or any covenant or agreement in this Commitment Letter or the Fee Letter is not complied with.

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Notwithstanding anything in this Commitment Letter, the Term Sheet, the Fee Letter, the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Acquired Business, its subsidiaries and its businesses, the making of which shall be a condition to availability of the Facilities on the Closing Date, shall be (A) such of the representations made by the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (it being presumed that each such representation is material to the Lenders), but only to the extent that you have the right to terminate your obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth herein and in the Term Sheet and the Conditions Annex are satisfied. For purposes hereof, “Specified Representations” means the representations and warranties relating to the Acquired Business set forth in the Term Sheet relating as to corporate power and authority, the due authorization, execution, delivery and enforceability of the Financing Documentation, the Financing Documentation not conflicting with charter documents, law or material contracts, Federal Reserve margin regulations, validity, priority and perfection of security interests (subject to paragraph 11 of the Conditions Annex), status of debt under the applicable Facility as senior debt, the Patriot Act and the Investment Company Act.

Clear Market.

From the date of this Commitment Letter and until the earlier to occur of (a) our completion of a “successful syndication” (as such term is defined in the Fee Letter) of each of the Facilities and (b) sixty (60) days following the Closing Date, you will ensure that no financing for Borrower, Acquisition Co., the Acquired Business or any of your or their respective subsidiaries or affiliates is announced, syndicated or placed without the prior written consent of UBS if such financing, syndication or placement would have, in the judgment of UBS, a detrimental effect upon the transactions contemplated hereby.

Indemnity and Expenses.

By your acceptance below, you hereby agree to indemnify and hold harmless us and the other Lenders and our and their respective affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, costs, expenses, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) that arise out of or in connection with this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Facilities or any of the transactions contemplated hereby or thereby or the providing or syndication of the Facilities (or the actual or proposed use of the proceeds thereof), and to reimburse each Indemnified Person promptly upon its written demand for any legal or other expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, any such loss, claim, cost, expense, damage, liability or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding); provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person. You shall not be

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liable for any settlement of any such proceeding effected without your written consent, but if settled with such consent or if there shall be a final judgment against an Indemnified Person, you shall, subject to the proviso in the preceding sentence, indemnify such Indemnified Person from and against any loss or liability by reason of such settlement or judgment. You shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Person. None of us or any other Lender (or any of their respective affiliates) shall be responsible or liable to Borrower, Acquisition Co., the Acquired Business or any of their respective subsidiaries, affiliates or stockholders or any other person or entity for any indirect, punitive or consequential damages which may be alleged as a result of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Facilities or the transactions contemplated hereby or thereby. In addition, you hereby agree to reimburse us from time to time upon demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses of UBS and UBSS, appraisal, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the syndication and execution of the Facilities, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Financing Documentation and the administration, amendment, modification or waiver thereof (or any proposed amendment, modification or waiver), whether or not the Closing Date occurs or any Financing Documentation is executed and delivered or any extensions of credit are made under either of the Facilities.

Confidentiality.

This Commitment Letter is delivered to you upon the condition that neither the existence of this Commitment Letter, the Term Sheet, the Conditions Annex or the Fee Letter nor any of their contents shall be disclosed by you or any of your affiliates, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) other than the Fee Letter, in filings with the Securities and Exchange Commission (the “SEC”) and to Moody’s, S&P and other applicable regulatory authorities and stock exchanges; provided, UBS has the reasonable opportunity to review such filings and seek confidential treatment with regard to such filings (if appropriate), (ii) as may be compelled in a judicial or administrative proceeding or as otherwise required by law and (iii) to your directors, officers, employees, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby. In addition, this Commitment Letter, the Term Sheet and the Conditions Annex (but not the Fee Letter) may be disclosed to the Acquired Business and its directors, officers, employees, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.

We agree to maintain the confidentiality of material non-public information provided by you to us with respect to you or the Acquired Business, except that such information may be disclosed (a) to our affiliates and to our affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives, (b) to the extent requested by any governmental authority or

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regulatory authority, (c) to the extent required by applicable requirements of law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with any action or proceeding relating to this Commitment Letter or any other Financing Documentation, (f) to any prospective Lender or prospective assignee of our rights and obligations under this Commitment Letter and their respective partners, directors, officers, employees, agents, advisors and other representatives, (g) to any rating agency for the purpose of obtaining a credit rating applicable to Borrower or the Facilities, (h) with the consent of Borrower or (i) to the extent such information becomes available to UBS, any Lender or any of their respective affiliates on a non-confidential basis from a source other than Borrower. Any person required to maintain the confidentiality of information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such information as such person would accord to its own confidential information.

Other Services.

You acknowledge and agree that we and/or our affiliates may be requested to provide additional services with respect to Borrower, Acquisition Co., the Acquired Business and/or their respective affiliates or other matters contemplated hereby. Any such services will be set out in and governed by a separate agreement(s) (containing terms relating, without limitation, to services, fees and indemnification) in form and substance satisfactory to the parties thereto. Nothing in this Commitment Letter is intended to obligate or commit us or any of our affiliates to provide any services other than as set out herein.

Conflicts of Interest.

You acknowledge that (and waive any conflict of interest arising in connection with):

(a) UBSS, UBS and/or their respective affiliates (the “UBS Group”), in its capacity as principal or agent, is involved in a wide range of commercial banking and investment banking activities globally (including investment advisory; asset management; research; securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and therefore, conflicts may arise between duties of UBSS or UBS hereunder and other duties or interests of UBSS, UBS or another member of the UBS Group;

(b) UBSS, UBS and any other member of the UBS Group may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a “Third Party”), and may retain for its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of the UBS Group is in possession or has come or comes into possession (whether before, during or after the agreements hereunder) of information confidential to you; provided that such information shall not be shared with any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within divisions of UBSS, UBS or other members of the UBS Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose;

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(c) information which is held elsewhere within UBSS, UBS or the UBS Group but of which none of the individual directors, officers or employees having the conduct of transactions contemplated by this letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining UBSS’s or UBS’s responsibilities to you hereunder; and

(d) neither UBSS or UBS nor any other member of the UBS Group shall have any duty to disclose to, or utilize for the benefit of, you, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business.

UBSS, UBS and the UBS Group operate rules, policies and procedures, including independence policies and permanent and ad hoc information barriers between and within divisions of UBSS, UBS and other members of the UBS Group, directed to ensuring that (i) the individual directors, officers and employees involved in an assignment undertaken by a member of the UBS Group (including the engagement hereunder) are not influenced by any such conflicting interest or duty and (ii) that any confidential information held by a member of the UBS Group is not disclosed or made available to any other client.

Governing Law, Etc.

This Commitment Letter and the commitment of the Lenders shall not be assignable by you without the prior written consent of us and the Lenders, and any purported assignment without such consent shall be void. We reserve the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion. You also agree that UBS may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its affiliates. You further acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information related to Borrower, Acquisition Co., the Acquired Business, or any of their respective subsidiaries or affiliates (including, without limitation, information relating to creditworthiness) and the transactions contemplated hereby. We agree to treat, and cause any such affiliate to treat, all non-public information provided to us by you as confidential information in accordance with customary banking industry practices and the terms of this Commitment Letter.

This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter. This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto, the Lenders and, with respect to the indemnification provided under the heading “Indemnity and Expenses,” each Indemnified Person.

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This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby. Any right to trial by jury with respect to any claim or action arising out of this Commitment Letter is hereby waived. You hereby submit to the non-exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Commitment Letter or any of the matters contemplated hereby, and agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. You irrevocably and unconditionally waive any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

Patriot Act.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), we and the other Lenders may be required to obtain, verify and record information that identifies Borrower, Acquisition Co. and the Acquired Business, which information includes the name, address and tax identification number and other information regarding them that will allow us or such Lender to identify them in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and the Lenders.

Please indicate your acceptance of the terms hereof and of the Term Sheet, the Conditions Annex and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than the earlier to occur of (A) the execution and delivery of the Acquisition Agreement and (B) 5:00 p.m., New York City time, on March 30, 2007 (the “Deadline”). This Commitment Letter and the commitments of the Lenders hereunder and the agreement of UBSS to provide the services described herein are also conditioned upon your acceptance hereof and of the Fee Letter, and our receipt of executed counterparts hereof and thereof on or prior to the Deadline. Upon the earliest to occur of (A) the execution and delivery of the Financing Documentation by all of the parties thereto, (B) October 31, 2007, if the Financing Documentation shall not have been executed and delivered by all such parties prior to that date and (C) if earlier than (B), the date of termination of the Acquisition Agreement, this Commitment Letter and the commitments of the Lenders hereunder and the agreement of UBSS to provide the services described herein shall automatically terminate unless the Lenders and UBSS shall, in their discretion, agree to an extension. The compensation, expense reimbursement, confidentiality, indemnification, conflicts of interest and governing law and forum provisions hereof and in the Term Sheet and the Fee Letter shall survive termination of (i) this Commitment Letter (or any portion hereof) and (ii) any or all of the commitments of the Lenders hereunder. The provisions under the headings “Syndication” and “Clear Market” above shall survive the execution and delivery of the Financing Documentation.

[Signature Page Follows]

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

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ANNEX I

BANK FACILITIES

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS¹

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ANNEX II

SOURCES AND USES

Note:

ANNEX III

CONDITIONS TO CLOSING¹

The commitment of the Lenders under the Commitment Letter with respect to each of the Facilities, the agreements of UBS and UBSS to perform the services described in the Commitment Letter, the consummation of the Transactions and the funding of the Facilities are subject to the conditions set forth in the Commitment Letter and satisfaction of each of the conditions precedent set forth below.

1. UBS shall be reasonably satisfied with the final structure, terms and conditions and the documentation relating to the Acquisition, including the Acquisition Agreement (collectively, the “Acquisition Documents”), and each of the other Transactions (it being acknowledged by UBS that the draft Acquisition Agreement, dated March 18, 2007 (AM), is satisfactory to UBS). The Acquisition and the other Transactions shall be consummated concurrently with the initial funding of the Facilities in accordance with the Acquisition Documents and such other documentation without waiver or amendment thereof which is materially adverse to the interests of the Lenders unless consented to by UBS.

2. UBS shall be reasonably satisfied with the ownership, corporate, legal, tax, management and capital structure of Borrower and its subsidiaries (after giving effect to the Transactions) and any securities issued, and any indemnities, employment and other arrangements entered into, in connection with the Transactions (it being acknowledged by UBS that the ownership, corporate, legal, tax, management and capital structure of Borrower and its subsidiaries and the related employment arrangements presented to it on or prior to March 17, 2007, are satisfactory to it).

3. UBS shall have received, (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business for their 2006 fiscal year (the “Audited Financial Statements”), (ii) unaudited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business for each of their fiscal quarters in 2007 ending more than 40 days prior to the Closing Date and, in each case, for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”) (with respect to which the independent auditors shall have performed an SAS 100 review), (iii) a pro forma consolidated and consolidating balance sheet and related statement of income for Borrower (the “Pro Forma Financial Statements”), as well as pro forma levels of EBITDA (“Pro Forma EBITDA”), for the last fiscal year covered by the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business for the fiscal year ending December 31, 2006 and for the latest four-quarter period ending more than 40 days prior to the Closing Date, in each case after giving effect to the Transactions and (iv) forecasts of the financial performance of Borrower and its subsidiaries (x) on an annual basis, through 2014 and (y) on a quarterly basis, through 2008, which

forecasts shall be in form substantially similar to forecasts that have been provided by the Borrower to UBS prior to the date of the Commitment Letter. The financial statements referred to in clause (i) shall be prepared in accordance with accounting principles generally accepted in the United States. The Pro Forma Financial Statements and the Pro Forma EBITDA shall be in form consistent with the forecasts thereof that have been provided by the Borrower to UBS prior to the date of the Commitment Letter. The Pro Forma Financial Statements shall be prepared on a basis consistent with pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission.

4. Sources and uses of funds and the assumptions relating thereto (including indebtedness or preferred equity of Borrower, Acquisition Co., the Acquired Business or any of their respective subsidiaries after giving effect to the Transactions) shall be in all material respects as set forth in the Commitment Letter.

5. The ratio of (x) pro forma total consolidated indebtedness of Borrower and the Acquired Business as of the Closing Date after giving effect to the Transactions to (y) the Pro Forma EBITDA (calculated in a manner acceptable to UBSS) for the latest four-quarter period ending more than 45 days prior to the Closing Date shall not be greater than 2.75x.

6. The Borrower, the Acquired Business and their respective subsidiaries and the transactions contemplated by the Commitment Letter shall be in compliance, in all material respects, with all applicable foreign and U.S. federal, state and local laws and regulations, including all applicable environmental laws and regulations. All necessary governmental and material third party approvals in connection with the Transactions shall have been obtained and shall be in effect.

7. The Lenders shall have received all opinions, certificates (including, without limitation, as to solvency) and closing documentation as UBS shall reasonably request, in form and substance reasonably satisfactory to UBS.

8. Borrower and each of the Guarantors shall have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act.

9. All costs, fees, expenses (including, without limitation, legal fees and expenses and the fees and expenses of appraisers, consultants and other advisors) and other compensation payable to the Lenders, UBSS, UBS, the Administrative Agent or the Collateral Agent shall have been paid to the extent due.

10. All of the requirements referred to the Commitment Letter under “Syndication” shall have been satisfied in all material respects, and the Closing Date shall not occur less than 30 days after the delivery to UBSS of the final confidential information memorandum referred to therein.

11. All documents and instruments required to perfect the Collateral Agent’s security interest in the collateral described under the heading “Security” in the Term Sheet shall have been executed and delivered and, if applicable, be in proper form for filing, and none of such collateral shall be subject to any other pledges, security interests or mortgages, except customary permitted liens and other limited exceptions permitted under the Facilities Documentation; provided, however, that, with respect to any such collateral the security interest in which may not be perfected by filing of a UCC financing statement or possession of such collateral or, in the case of foreign collateral, making of a similar filing in a foreign jurisdiction, if the perfection of the Collateral Agent’s security interest in such collateral may not be accomplished prior to the Closing Date without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings under the Facilities if the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within a period after the Closing Date reasonably acceptable to the Administrative Agent.

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