U.S. $1,450,000,000 Third Amended and Restated Credit Agreement Dated as of May 12, 2011 Among Ensco plc, ENSCO International Incorporated, ENSCO Universal Limited, and ENSCO Offshore International Company as Borrowers, Ensco plc, ENSCO Global Limited, ENSCO International Incorporated, And ENSCO United Incorporated as Guarantors, The Banks Named Herein as Banks, Citibank, N.A. as Administrative Agent, Deutsche Bank Securities Inc. as Syndication Agent, and Wells Fargo Bank, National Association and DnB NOR Bank ASA as Co-Documentation Agents Joint Lead Arrangers and Joint Book Managers: Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, and DnB NOR Markets, Inc. TABLE OF CONTENTS

SECTION 2.20.

Relationship Among Borrowers

 

SECTION 2.21.

Reallocation of Defaulting Lender Commitment, Etc.

"Taxes" has the meaning specified in Section 2.13(a).

 

"Termination Date" means May 12, 2016 or the earlier date of termination in whole of the Commitments pursuant to this Agreement.

 

"Termination Event" means (a) a "reportable event", as such term is described in Section 4043 of ERISA (other than a "reportable event" not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of the Parent or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a "substantial employer", as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Parent or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c) the distribution of a notice of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

 

"Type" has the meaning specified in the definition of the term "Advance" (with respect to an Advance) and in the definition of the term "Borrowing" (with respect to a Borrowing).

 

"Unreallocated Portion" has the meaning specified in Section 2.21(b).

 

"Unrestricted Subsidiary" means any Subsidiary of the Parent designated as such on Schedule VI hereto, as supplemented or amended from time to time, which designation, amendment and supplement must be approved by the Majority Banks, such approval not to be unreasonably withheld.

 

"Voting Stock" means, with respect to any company or corporation, the outstanding shares or stock of all classes (or equivalent interests) which ordinarily, in the absence of contingencies, entitles holders thereof to vote for the election of directors (or Persons performing similar functions) of such corporation, even though the right to so vote has been suspended by the happening of such a contingency.

 

"Withdrawal Liability" has the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

 

SECTION 1.02. Computation of Time Periods.  In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".  Unless otherwise indicated, all references to a particular time are references to New York City time.

 

SECTION 1.03. Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with, and certificates of compliance with financial covenants shall be based on, GAAP; provided the financial statements and reports required pursuant to Sections 5.01(a)(i) and (ii) shall be prepared in accordance with generally accepted accounting principles consistently applied except to the extent stated therein.

 

SECTION 1.04. Miscellaneous.  The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.  The term "including" shall mean "including, without limitation,", the term "include" shall mean "include, without limitation," and the term "includes" shall mean "includes, without limitation,".  Unless the context requires otherwise any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, amendments and restatements or other modifications set forth herein).

 

ARTICLE II

 

 

SECTION 2.01. The Advances.  Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make one or more Advances to the Borrowers from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount not to exceed at any time outstanding the amount equal to (a) its Ratable Portion of the Commitment Availability minus (b) such Bank's Ratable Portion of outstanding Letter of Credit Liabilities; provided that, no Advance shall be required to be made, except as part of a Borrowing that is in an aggregate amount not less than $10,000,000 (and in integral multiples of $1,000,000 in excess thereof), and each Borrowing shall consist of Advances of the same Type having (in the case of a Borrowing comprised of LIBOR Advances) the same Interest Period, made on the same day by the Banks ratably according to their respective Commitments.  Within the limits set forth in the preceding sentence, the Borrowers may borrow, prepay pursuant to Section 2.09 and reborrow under this Section 2.01 until the Termination Date, but in no event will any Bank be obligated to make any Advance, if (i) the amount of such Advance plus all other Advances owed to such Bank plus such Bank's Ratable Portion of the Letter of Credit Liabilities would exceed its Commitment or (ii) the amount of such Advance plus all other Advances owed to all Banks plus all Letter of Credit Liabilities then outstanding would exceed the Commitment Availability.

 

SECTION 2.02. Making the Advances.  (a) Each Borrowing shall be made on notice, given not later than noon (New York City time) (x) in the case of a proposed Borrowing comprised of LIBOR Advances, at least three Business Days prior to the date of the proposed Borrowing (or, as to any proposed Borrowing comprised of LIBOR Advances, at such other time as the applicable Borrower and the Banks may agree to for such proposed Borrowing) and (y) in the case of a proposed Borrowing comprised of Base Rate Advances, on the day of the proposed Borrowing, by the applicable Borrower to the Administrative Agent, which shall give to each Bank prompt notice thereof by telex or telecopy or in accordance with Section 8.02.  Each such notice of a Borrowing (a "Notice of Borrowing") shall be given in accordance with Section 8.02, in substantially the form of Exhibit A, identifying therein the requested Borrowing specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of LIBOR Advances, initial Interest Period for each such Advance, provided that the applicable Borrower may not specify LIBOR Advances for any Borrowing if, after giving effect to such Borrowing, LIBOR Advances having more than ten different Interest Periods shall be outstanding.  In the case of a proposed Borrowing comprised of LIBOR Advances, the Administrative Agent shall promptly notify each Bank of the applicable interest rate under Section 2.05(b).  Each Bank shall, before noon (2:00 P.M. (New York City time) in the case of a Borrowing comprised of Base Rate Advances) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its Payment Office, in same day funds, such Bank's ratable portion of such Borrowing.  After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.  Each Bank may, at its option, make any Loan available to any Borrower not organized under the laws of a State of the United States of America by causing any foreign or domestic branch or Affiliate of such Bank to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower not organized under the laws of a State of the United States of America to repay such Loan in accordance with the terms of this Agreement.

 

 

SECTION 2.03. Fees.  (a)  Prior to the earliest of (i) February 3, 2012, (ii) the Pride Merger Effective Date, and (iii) the date of termination of the Pride Merger Agreement, the Borrowers agree to pay to the Administrative Agent for the account of each Bank a commitment fee at the rate per annum set forth in Schedule I hereto under the heading "Commitment Fee" for the relevant Rating Category applicable from time to time calculated (x) prior to October 1, 2011, on the sum of (A) the average daily unused amount of such Bank's Ratable Portion of the Commitment Availability and (B) 50% of such Bank's Ratable Portion of the Excess Commitments and (y) on and after October 1, 2011, on the average daily unused amount of such Bank's Commitment (without giving effect to any limitations on availability).

 

(b) On and after the earliest of (i) February 3, 2012, (ii) the Pride Merger Effective Date, and (iii) the date of termination of the Pride Merger Agreement, the Borrowers agree to pay to the Administrative Agent for the account of each Bank a commitment fee on the average daily unused amount of such Bank's Commitment at the rate per annum set forth in Schedule I hereto under the heading "Commitment Fee" for the relevant Rating Category applicable from time to time.

 

(c) All commitment fees are payable (i) from the Effective Date in the case of each Bank listed on the signature pages hereof and from the effective date specified in the Assignment and Acceptance (or joinder pursuant to Section 2.19(c)) pursuant to which it became a Bank in the case of each other Bank until the Termination Date and (ii) quarterly in arrears on the last day of each March, June, September and December, commencing June 30, 2011, and on the Termination Date.  Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to this Section 2.03(c) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees).

 

(d) The Borrowers shall pay to the Administrative Agent such fees as may be separately agreed to by the Borrowers and the Administrative Agent, as the case may be.

 

SECTION 2.04. Repayment.  The Borrowers shall repay to the Banks the principal of all of the Advances on the Termination Date.  If at any time the aggregate principal amount of all Advances owed to any Bank, plus such Bank's Ratable Portion of the Letter of Credit Liabilities then outstanding, exceeds its Commitment, the Borrowers shall ratably repay to the Banks the Advances in an amount necessary so that no Bank is owed a principal amount of Advances that exceeds its Commitment minus such Bank's Ratable Portion of Letter of Credit Liabilities.  If at any time the aggregate principal amount of all Advances owed to any Bank, plus such Bank's Ratable Portion of the Letter of Credit Liabilities then outstanding, exceeds its Ratable Portion of the Commitment Availability, the Borrowers shall ratably repay to the Banks the Advances in an amount necessary so that no Bank is owed a principal amount of Advances that exceeds its Ratable Portion of the Commitment Availability minus such Bank's Ratable Portion of Letter of Credit Liabilities.

(a) Within 30 days after the date of any payment of Taxes by or at the direction of a Borrower, such Borrower will furnish to the Administrative Agent, at its address referred to in Section 8.02, (i) the original or a certified copy of a receipt evidencing payment thereof, if the relevant taxing authority provides a receipt, or (ii) if the relevant taxing authority does not provide a receipt, other reasonable evidence of the payment thereof.  Should any Bank or the Administrative Agent ever receive any refund, credit or deduction from any taxing authority to which such Bank or the Administrative Agent would not be entitled but for the payment by a Borrower of Taxes as required by this Section 2.13 (it being understood that the decision as to whether or not to claim, and if claimed, as to the amount of any such refund, credit or deduction shall be made by such Bank or the Administrative Agent in its sole discretion), such Bank or the Administrative Agent, as the case may be, thereupon shall repay to such Borrower an amount with respect to such refund, credit or deduction equal to any net reduction in taxes actually obtained by such Bank or the Administrative Agent, as the case may be, and determined by such Bank or the Administrative Agent, as the case may be, to be attributable to such refund, credit or deduction.

 

(b) Each Bank shall use its commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may be, so as to avoid the imposition of any Taxes or Other Taxes or to eliminate the amount of any such additional amounts which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the reasonable judgment of such Bank, such selection or change would be disadvantageous to such Bank.

 

(c) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 2.13 shall survive the payment in full of principal and interest hereunder and under the Notes.

 

SECTION 2.14. Sharing of Payments, Etc.  (a) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.06, 2.10, 2.13, 2.16, 2.21, 8.04, or 8.06) in excess of its ratable share of payments on account of the Advances obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of its ratable share (according to the proportion of (i) the amount of the participation purchased from such Bank as a result of such excess payment to (ii) the total amount of such excess payment) of such recovery together with an amount equal to such Bank's ratable share (according to the proportion of (i) the amount of such Bank's required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered.

 

(b) Each Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of such Borrower in the amount of such participation.

 

SECTION 2.15. Ratable Reduction or Termination of the Commitments; Effect of Termination.  (a) On and after the earlier of (i) February 3, 2012 and (ii) the Pride Merger Effective Date, the Parent shall have the right, upon at least three Business Days' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks, provided that each partial reduction shall be in the aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 in excess thereof.  Subject to Section 2.19, Commitments terminated or reduced pursuant to the preceding sentence may not be reinstated.

 

(b) If the Pride Merger Effective Date fails to occur on or before February 3, 2012 or the Pride Merger Agreement is terminated prior to February 3, 2012, the aggregate Commitments in excess of $700,000,000 (the "Excess Commitments") shall terminate and each Bank's Commitment shall be ratably reduced to the extent necessary to reflect the termination of the Excess Commitments.  Subject to Section 2.19, Commitments terminated or reduced pursuant to the preceding sentence may not be reinstated.

 

(c) Upon and at all times after any Commitment of any Bank is terminated in whole pursuant to any provision of this Agreement, such Commitment shall be zero and such Bank shall have no further obligation to make any Advances.

 

SECTION 2.16. Replacement of Bank; Additional Right to Terminate Commitments.  In the event that any Bank demands payment pursuant to Section 2.06, 2.10 or 2.13, or any Bank becomes an Affected Bank as set forth in Section 2.11, or any Bank becomes a Defaulting Lender, the Parent shall have the right, within 70 days after the date of the giving by such Bank of any notice or demand required or otherwise permitted to be given pursuant to Section 2.06, 2.10, 2.11 or 2.13 or the definition of "Defaulting Lender", and if no Event of Default or Default then exists, to either replace such Bank in accordance with the procedure set forth in Section 2.16(a) or terminate all of such Bank's Commitments in accordance with the procedure set forth in Section 2.16(b); provided that no such replacement or termination shall be effected without (i) in the case of a replacement pursuant to Section 2.16(a), the prior written consent of the Issuing Banks and Administrative Agent (each such consent not to be unreasonably withheld, but any withholding of consent by the Administrative Agent or the Issuing Banks based on any good faith concern of the Administrative Agent or the Issuing Banks regarding the creditworthiness of the replacement Bank shall be deemed a reasonable withholding of consent),  (ii) in the case of a termination pursuant to Section 2.16(b), a simultaneous reduction of the Letters of Credit in amounts such that there is no increase in the potential exposure of any Issuing Bank that is not participated to other Banks hereunder or such other arrangement (including cash collateralization or the posting of back-to-back letters of credit) in form and substance acceptable to the Issuing Banks and the Administrative Agent in their sole discretion to effect the foregoing, and (iii) in the case of the replacement or termination of a Bank that is an Issuing Bank, the termination of all Letters of Credit issued by such Issuing Bank or such other arrangement (including cash collateralization or the posting of back-to-back letters of credit) in form and substance acceptable to such Issuing Bank in its sole discretion.

 

(a) If the Parent determines to replace a Bank pursuant to this Section 2.16(a), then the Parent will have the right to replace such Bank with an Eligible Assignee in accordance with Section 8.06(a), (b), (d), and (i) (including execution of an appropriate Assignment and Acceptance), provided that such Eligible Assignee (i) shall unconditionally offer in writing (with a copy to the Administrative Agent) to purchase all of such Bank's rights hereunder and interest in the Advances owing to such Bank and the Note (if any) held by such Bank without recourse at the principal amount of such Note plus interest and accrued fees to the date of such purchase on a date therein specified, and (ii) shall execute and deliver to the Administrative Agent an Assignment and Acceptance, as assignee, pursuant to which such Eligible Assignee becomes a party hereto with a Commitment equal to that of the Bank being replaced (plus, if such Eligible Assignee is already a Bank, the amount of its Commitment, respectively, prior to such replacement); provided, further, that no Bank or other Person shall have any obligation to increase any of its Commitments or otherwise to replace, in whole or in part, any Bank.  Upon satisfaction of the requirements set forth in the first sentence of this Section 2.16(a), acceptance of such offer to purchase by the Bank to be replaced, payment to such Bank of the purchase price in immediately available funds, and the payment by the Borrowers of all requested costs accruing to the date of purchase which the Borrowers are obligated to pay under Section 8.04 and all other amounts owed by the Borrowers to such Bank (other than the principal of and interest on the Advances of such Bank and accrued fees to the date of such purchase that are purchased by such Eligible Assignee), such Eligible Assignee shall constitute a "Bank" hereunder with Commitments as so specified and the Bank being so replaced shall no longer constitute a "Bank" hereunder and all of its Commitments shall be deemed terminated, except that the rights under Sections 2.06, 2.10, 2.13 and 8.04 of the Bank being so replaced shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a "Bank" hereunder.  If, however, (x) a Bank accepts such an offer and such Eligible Assignee fails to purchase such rights and interest on such specified date in accordance with the terms of such offer, the Borrowers shall continue to be obligated to pay the increased costs and additional amounts due to such Bank pursuant to Sections 2.06, 2.10 and 2.13 (if a demand or notice for payment of increased costs or additional amounts pursuant to any of such Sections is the basis of the proposed replacement), or (y) the Bank proposed to be replaced fails to accept such purchase offer, the Borrowers (if a demand or notice for payment of increased costs or additional amounts pursuant to any of such Sections is the basis of the proposed replacement) shall not be obligated to pay to such Bank such increased costs or additional amounts incurred or accrued from and after the date of such purchase offer, and neither the failure to purchase as set forth in clause (x) of this sentence nor the failure to accept a purchase offer as set forth in clause (y) of this sentence, shall affect any rights the Borrowers may have to terminate such Bank's Commitments in accordance with Section 2.16(b).

 

(b) In the event that the Parent determines to terminate a Bank's Commitments pursuant to this Section 2.16, the Parent shall have the right to terminate such Bank's Commitments and shall give notice to such Bank of the Parent's election to terminate (a copy of such notice to be sent to the Administrative Agent), and such termination shall become effective on the date specified in such notice (which shall be 15 days after the date of such notice, provided that if the 15th day after the date of such notice is not a Business Day, the date specified in such notice shall be the first Business Day next succeeding such 15th day) unless such Bank withdraws its demand or notice for increased costs or additional amounts (if such a demand or notice is the basis for the proposed termination).  On the date of the termination of the Commitments of any Bank pursuant to this Section 2.16(b), the Borrowers shall pay all amounts owed by the Borrowers to such Bank under this Agreement and under the Note payable to such Bank (including principal of and interest on the Advances owed to such Bank, accrued fees and amounts specified in such Bank's notice and demand (if any) delivered pursuant to Sections 2.06, 2.10 or 2.13, as the case may be, with respect to the period prior to such termination) and such Bank shall thereupon cease to be a "Bank" hereunder for all purposes and its Commitments shall be deemed terminated, except that such Bank's rights under Sections 2.06, 2.10, 2.13 and 8.04 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a "Bank" hereunder.

 

SECTION 2.17. Certificates of Banks.  Without limitation to the requirements of Section 2.10(c), any Bank demanding or giving notice of amounts due to such Bank under this Article II shall, as part of each demand or notice for payment required under this Article II, deliver to the applicable Borrower (with a copy to the Administrative Agent and the Parent) a certificate setting forth in reasonable detail the amount and basis of the increased costs or additional amounts payable to such Bank hereunder and such certificate shall be conclusive and binding on such Borrower in the absence of manifest error.

 

SECTION 2.18. Letters of Credit.  (a) Each Issuing Bank agrees, on the terms and conditions herein set forth, to issue Letters of Credit for the account of each Borrower from time to time on any Business Day during the period from the Effective Date until one calendar week before the Termination Date; provided that (i) at no time shall the Letter of Credit Liabilities exceed $200,000,000, (ii) at no time shall the aggregate outstanding amount of all Letters of Credit issued by (A) Citibank, N.A. be greater than $50,000,000 or such greater amount approved by Citibank, N.A. in its sole discretion, (B) Deutsche Bank AG New York Branch be greater than $50,000,000 or such greater amount approved by Deutsche Bank AG New York Branch in its sole discretion, (C) Wells Fargo Bank, National Association be greater than $50,000,000 or such greater amount approved by Wells Fargo Bank, National Association in its sole discretion, or (D) DnB NOR Bank ASA be greater than $50,000,000 or such greater amount approved by DnB NOR Bank ASA in its sole discretion; (iii) no Letter of Credit shall have a Stated Expiry Date later than the earlier of (A) one year from the date of its issuance unless otherwise extended by the applicable Issuing Bank or, subject to the consent of the applicable Issuing Bank, such Letters of Credit contain language providing for their automatic renewal or (B) the Termination Date, (iv) at no time shall a Letter of Credit be issued if, after giving effect thereto, any Bank's Ratable Portion of the Letter of Credit Liabilities plus the aggregate amount of Advances owed to such Bank exceed such Bank's Commitment, (v) at no time shall a Letter of Credit be issued if, after giving effect thereto, the sum of all Letter of Credit Liabilities plus the aggregate amount of Advances owed to all Banks exceeds the Commitment Availability, (vi) no Issuing Bank shall be under any obligation to issue any Letter of Credit if any Governmental Requirement shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally and (vii) without the consent of the applicable Issuing Bank, each Letter of Credit shall be on a sight basis only.  In the case of a Letter of Credit containing language providing for its automatic renewal, each Borrower acknowledges and agrees that, if any such automatic renewal would cause the Stated Expiry Date of such Letter of Credit to be later than the Termination Date, the applicable Issuing Bank may give notice to the beneficiary of such Letter of Credit that such automatic renewal shall not take place.  Each Letter of Credit shall be issued on notice given by a Borrower to the Issuing Banks and the Administrative Agent (which shall give to each Bank prompt notice thereof) not later than noon on the third Business Day prior to the date of the issuance of the proposed Letter of Credit.  Each such notice of a Letter of Credit (a "Notice of Letter of Credit") shall be given in accordance with Section 8.02, in substantially the form of Exhibit C, specifying therein the requested (A) date of issuance of such Letter of Credit (which shall be a Business Day), (B) Borrower for whose account such Letter of Credit is to be issued, (C) amount of such Letter of Credit (which must be in Dollars), (D) expiration date of such Letter of Credit, and (E) purpose and terms of such Letter of Credit (which shall not be to secure Debt).  Additionally, if requested by the applicable Issuing Bank, the applicable Borrower shall execute and deliver to such Issuing Bank, an application for letter of credit on such Issuing Bank's standard form or on another form agreed upon by such Borrower and such Issuing Bank.  The Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.  In addition to the other conditions precedent set forth above, if any Bank becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, no Issuing Banks will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit unless such Issuing Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank.

 

(d) None of the Indemnified Parties shall be liable to any Borrower for amounts constituting punitive, treble or exemplary damages arising out of or in connection with any breach by any Indemnified Party of any of its obligations hereunder.  No Borrower shall be liable to the Administrative Agent or the Banks for amounts constituting punitive, treble or exemplary damages arising out of or in connection with any breach by a Borrower of any of its obligations hereunder.  The agreements in this Section shall survive the resignation of the Administrative Agent, any Issuing Bank, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

 

(c) Each Bank acknowledges that circumstances may arise that require it to refer to Communications that might contain Restricting Information.  Accordingly, each Bank agrees that it will nominate at least one designee to receive Communications (including Restricting Information) on its behalf and identify such designee (including such designee's contact information) on such Bank's administrative questionnaire provided to and in a form supplied by the Administrative Agent.  Each Bank agrees to notify the Administrative Agent from time to time of such Bank's designee's e-mail address to which notice of the availability of Restricting Information may be sent by electronic transmission.

 

 

(d) Each Bank acknowledges that Communications delivered hereunder and under the other Loan Documents may contain Restricting Information and that such Communications are available to all Banks generally.  Each Bank that elects not to take access to Restricting Information does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Banks may have access to Restricting Information that is not available to such electing Bank.  None of the Administrative Agent nor any Bank with access to Restricting Information shall have any duty to disclose such Restricting Information to such electing Bank or to use such Restricting Information on behalf of such electing Bank, and shall not be liable for the failure to so disclose or use, such Restricting Information.

SECTION 8.15. Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

BORROWERS AND GUARANTORS:

 

ENSCO PLC, as a Borrower and a Guarantor

 

By: /s/ James W. Swent III                                                                       

Name:  James W. Swent III

Title:   Senior Vice President and Chief Financial     Officer

 

ENSCO INTERNATIONAL INCORPORATED, as a Borrower and a Guarantor

 

By:  /s/ Tom L. Rhoades                                                                       

Name: Tom L. Rhoades

Title: Vice President and Treasurer

 

 

ENSCO UNIVERSAL LIMITED, as a Borrower

 

By:  /s/ James W. Swent III                                                                       

Name: James W. Swent III

Title: Secretary

 

ENSCO OFFSHORE INTERNATIONAL

COMPANY, as a Borrower

 

By:  /s/ Derek A. Sangster                                                                       

Name: Derek A. Sangster

Title:  Vice President, Secretary and Treasurer

 

ENSCO GLOBAL LIMITED, as a Guarantor

 

By:  /s/ Tom L. Rhoades                                                                       

Name: Tom L. Rhoades

Title: Assistant Treasurer

 

ENSCO UNITED INCORPORATED, as a Guarantor

 

By:  /s/ Tom L. Rhoades                                                                       

Name: Tom L. Rhoades

Title: Vice President and Treasurer

 

ADMINISTRATIVE AGENT:

 

CITIBANK, N.A., as Administrative Agent

 

By:  /s/ Shannon Sweeney                                                                       

Name:  Shannon Sweeney

Title:   Vice President

 

BANKS, ISSUING BANKS AND OTHER AGENTS:

 

 

CITIBANK, N.A., as a Bank and an Issuing Bank

 

By:  /s/ Shannon Sweeney                                                                       

Name:  Shannon Sweeney

Title:    Vice President

 

DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank and an Issuing Bank

 

By:  /s/ Philippe Sandmeier                                                                       

Name:  Philippe Sandmeier

Title:    Managing Director

By:  /s/ Ming K. Chu                                                                       

Name:  Ming K. Chu

Title:    Vice President

 

 

DEUTSCHE BANK SECURITIES INC., as Syndication Agent

 

By:  /s/ Robert Danziger                                                                       

Name:  Robert Danziger

Title:    Managing Director

By:  /s/ Virginia Cosenza                                                                       

Name:  Virginia Cosenza

Title:    Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank, an Issuing Bank and a Co-Documentation Agent

By:  /s/ T. Alan Smith                                                                       

Name:  T. Alan Smith

Title:    Managing Director

DNB NOR BANK ASA, as a Bank, an Issuing Bank and a Co-Documentation Agent

By:  /s/ Barbara Gronquist                                                                       

Name:  Barbara Gronquist

Title:    Senior Vice President

 

By:  /s/ Stian Lovseth                                                                       

Name:  Stian Lovseth

Title:    Vice President

 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank

By:  /s/ William S. Rogers                                                                       

Name:  William S. Rogers

Title:    Authorized Signatory

 

HSBC BANK USA, NATIONAL ASSOCIATION, as a Bank

By:  /s/ Alan Vitulich                                                                       

Name:  Alan Vitulich

Title:    Vice President

 

COMPASS BANK, as a Bank

By:  /s/ Lisa Bills                                                                       

Name:  Lisa Bills

Title:    Vice President

 

NATIXIS, as a Bank

By:  /s/ Louis P. Laville, III                                                                       

Name:  Louis P. Laville, III

Title:    Managing Director

 

By:  /s/ Liana Tchernysheva                                                                       

Name:  Liana Tchernysheva

Title:    Managing Director

 

BANK OF AMERICA, N.A., as a Bank

By:  /s/ Joseph Scott                                                                       

Name:  Joseph Scott

Title:    Director

 

LLOYDS TSB BANK PLC, as a Bank

By:  /s/ Karen Welch                                                                       

Name:  Karen Welch

Title:    Vice President

 

By:  /s/ Julia R. Franklin                                                                       

Name:  Julia R. Franklin

Title:    Assistant Vice President

 

 

THE BANK OF NOVA SCOTIA, as a Bank

By:  /s/ John Frazell                                                                       

Name:  John Frazell

Title:    Director

 

BNP PARIBAS, as a Bank

By:  /s/ Guillame Deve                                                                       

Name:  Guillame Deve

Title:    Managing Director

 

By:  /s/ Sriram Chandrasekaran                                                                       

Name:  Sriram Chandrasekaran

Title:    Vice President

 

 

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