Agreement#: AG-327943
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Senior Unsecured Bridge Loan Agreement

Effective Date: December 18, 2006
Parties:

Allis Chalmers Energy

Sectors: Manufacturing
Law Firms: Andrews Kurth
Governing Law:  New York
EXHIBIT 10.1 CONFIDENTIAL $300,000,000 SENIOR UNSECURED
BRIDGE LOAN AGREEMENT Dated as of December 18, 2006 among ALLIS-CHALMERS ENERGY INC. as the Borrower, THE GUARANTORS NAMED HEREIN as the Guarantors, THE LENDERS NAMED HEREIN as the Lenders, ROYAL BANK OF CANADA as Administrative Agent,and RBC CAPITAL MARKETS CORPORATION as Sole Lead Arranger and Sole Bookrunner


Table of Contents Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.03. Classification of Loans 17 SECTION 1.04. References to Agreements and Laws 17 SECTION 1.05. Times of Day 17 SECTION 1.06. Timing of Payment or Performance 17 ARTICLE II Loans 17 SECTION 2.01. Commitments 17 SECTION 2.02. Loans 17 SECTION 2.03. Use of Proceeds 18 SECTION 2.04. Borrowing Procedure 18 SECTION 2.05. Evidence of Debt; Repayment of Loans 18 SECTION 2.06. Fees 19 SECTION 2.07. Interest on Loans 19 SECTION 2.08. Default Interest 20 SECTION 2.09. Alternate Rate of Interest 20 SECTION 2.10. Repayment 20 SECTION 2.11. Conversion and Continuation of Borrowings 20 SECTION 2.12. Termination of Commitments 21 SECTION 2.13. Optional Prepayment 21 SECTION 2.14. Mandatory Prepayments 21 SECTION 2.15. Reserve Requirements; Change in Circumstances 22 SECTION 2.16. Change in Legality 23 SECTION 2.17. Indemnity 24 SECTION 2.18. Pro Rata Treatment 24 SECTION 2.19. Sharing of Setoffs 24 SECTION 2.20. Payments 24 SECTION 2.21. Taxes 25 SECTION 2.22. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate 27 ARTICLE III Representations and Warranties 28 SECTION 3.01. Organization; Powers 28 SECTION 3.02. Authorization 28 SECTION 3.03. Enforceability 28 SECTION 3.04. Governmental Approvals 28 SECTION 3.05. Financial Statements 29 SECTION 3.06. No Material Adverse Change 29 SECTION 3.07. Title to Properties; Possession Under Leases 29 SECTION 3.08. Subsidiaries 29

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Page SECTION 3.09. Litigation; Compliance with Laws 30 SECTION 3.10. Agreements 30 SECTION 3.11. Federal Reserve Regulations 30 SECTION 3.12. Investment Company Act 30 SECTION 3.13. Tax Returns 30 SECTION 3.14. No Material Misstatements 30 SECTION 3.15. Employee Benefit Plans 30 SECTION 3.16. Environmental Matters 31 SECTION 3.17. Labor Matters 31 SECTION 3.18. Solvency 31 ARTICLE IV Conditions of Lending 32 ARTICLE V Affirmative Covenants 35 SECTION 5.01. Existence; Compliance with Laws and Contractual Obligations; Businesses and Properties 35 SECTION 5.02. Insurance 35 SECTION 5.03. Taxes 36 SECTION 5.04. Financial Statements, Reports, etc. 36 SECTION 5.05. Litigation and Other Notices 37 SECTION 5.06. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings 38 SECTION 5.07. Additional Guarantors 38 SECTION 5.08. Use of Proceeds 38 ARTICLE VI Negative Covenants 38 SECTION 6.01. Indebtedness 38 SECTION 6.02. Liens 39 SECTION 6.03. Sale and Lease-Back Transactions 41 SECTION 6.04. Investments, Loans and Advances 41 SECTION 6.05. Mergers, Consolidations, and Sales of Assets 42 SECTION 6.06. Restricted Payments; Restrictive Agreements 42 SECTION 6.07. Transactions with Affiliates 43 SECTION 6.08. Change in Nature of Business 44 SECTION 6.09. Other Indebtedness and Agreements 44 SECTION 6.10. Partnership, etc. 44 SECTION 6.11. Accounting Changes; Fiscal Year 44 SECTION 6.12. Capital Expenditures 44 ARTICLE VII Events of Default 44 ARTICLE VIII Guarantee 47 SECTION 8.01. The Guarantee 47 SECTION 8.02. Obligations Unconditional 47 SECTION 8.03. Reinstatement 48

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Page SECTION 8.04. Subrogation; Subordination 48 SECTION 8.05. Remedies 48 SECTION 8.06. Instrument for the Payment of Money 48 SECTION 8.07. Continuing Guarantee 49 SECTION 8.08. General Limitation on Guarantee Obligations 49 SECTION 8.09. Release of Guarantors 49 SECTION 8.10. Right of Contribution 49 ARTICLE IX The Administrative Agent 49 SECTION 9.01. Appointment and Authority 49 SECTION 9.02. Rights as a Lender 49 SECTION 9.03. Exculpatory Provisions 50 SECTION 9.04. Reliance by Agent 50 SECTION 9.05. Delegation of Duties 50 SECTION 9.06. Other Agents 50 SECTION 9.07. Resignation of Agent 51 SECTION 9.08. Non-reliance on Agent and Other Lenders 51 SECTION 9.09. Indemnification 51 ARTICLE X Miscellaneous 52 SECTION 10.01. Notices 52 SECTION 10.02. Survival of Agreement 52 SECTION 10.03. Binding Effect 53 SECTION 10.04. Successors and Assigns 53 SECTION 10.05. Expenses; Indemnity 55 SECTION 10.06. Right of Setoff 56 SECTION 10.07. Applicable Law 56 SECTION 10.08. Waivers; Amendment 56 SECTION 10.09. Interest Rate Limitation 57 SECTION 10.10. Entire Agreement 57 SECTION 10.11. WAIVER OF JURY TRIAL 57 SECTION 10.12. Severability 58 SECTION 10.13. Counterparts 58 SECTION 10.14. Headings 58 SECTION 10.15. Jurisdiction; Consent to Service of Process 58 SECTION 10.16. Confidentiality 58 SECTION 10.17. USA PATRIOT Act Notice 59

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SCHEDULES Schedule 1.01(a) - GuarantorsSchedule 2.01 - Lenders and CommitmentsSchedule 3.08 - SubsidiariesSchedule 6.01 - Existing IndebtednessSchedule 6.02 - Existing LiensSchedule 6.04 - Existing Investments EXHIBITS Exhibit A - Form of Assignment and AcceptanceExhibit B - Form of Borrowing RequestExhibit C - Form of Non-Bank CertificateExhibit D - Form of Notice of Interest Election

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SENIOR UNSECURED BRIDGE LOAN AGREEMENT dated as of December 18, 2006 (this " Agreement" ), among ALLIS-CHALMERS ENERGY INC., a Delaware corporation (the " Borrower" ), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the " Administrative Agent" ), and RBC CAPITAL MARKETS CORPORATION, as the exclusive lead arranger and sole bookrunner (in such capacities, the " Lead Arranger" ).RECITALS A. Pursuant to the Asset Purchase Agreement, dated October 25, 2006 (the " Purchase Agreement" , as amended in accordance with the terms of this Agreement), by and between the Borrower and Oil & Gas Rental Services, Inc., a Louisiana corporation (the " Target" ), the Borrower intends to acquire from the Target substantially all of the assets of the Target and assume certain liabilities of the Target specified in the Purchase Agreement (the " Acquisition" ). B. The Borrower has requested that the Lenders make (a) a loan to the Borrower in an aggregate principal amount not in excess of $225,000,000 and (b) a loan to the Borrower in an aggregate principal amount not in excess of $75,000,000, in each case on the Closing Date (as hereinafter defined) to (a) finance a portion of the purchase price for the Acquisition and (b) pay fees, costs and expenses related to the Transactions (as hereinafter defined). C. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:ARTICLE I Definitions SECTION 1.01. Defined Terms As used in this Agreement, the following terms shall have the meanings specified below: " Acquired Business" shall mean the assets of the Target and its Subsidiaries acquired by the Borrower from the Target pursuant to the Purchase Agreement. " Acquisition" shall have the meaning assigned to such term in the recitals. " Administrative Agent" shall have the meaning assigned to such term in the preamble. " Affiliate" shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however , that, (a) for purposes of Section 6.07 , the term " Affiliate" shall also include any Person that directly or indirectly owns 10% or more of any class of Capital Stock of the Person specified or that is an officer or director of the Person specified and (b) the term " Affiliate" with respect to the Borrower shall specifically exclude the Administrative Agent, each Lender, in its capacity as Lender, and any of its Affiliates.ALY Bridge Loan Agreement


" Agreement" shall have the meaning assigned to such term in the preamble. " Applicable Rate" means (a) in the case of the Bridge A Loan, (i) with respect to a Eurodollar Rate Loan, 4.75% per annum, increasing to 5.75% per annum on the first anniversary of the Closing Date, and (ii) with respect to a Base Rate Loan, 3.75% per annum, increasing to 4.75% on the first anniversary of the Closing Date and (b) in the case of the Bridge B Loan, (i) with respect to a Eurodollar Rate Loan, 6.75% per annum, increasing to 7.75% per annum on the first anniversary of the Closing Date, and (ii) with respect to a Base Rate Loan, 5.75% per annum, increasing to 6.75% on the first anniversary of the Closing Date. " Asset Sale" shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any of its Subsidiaries to any Person other than the Borrower or any of its Subsidiaries of (a) any Capital Stock of any of the Subsidiaries of the Borrower or (b) any other assets of the Borrower or any of its Subsidiaries. " Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit A or such other form as shall be reasonably approved by the Administrative Agent. " Base Rate" shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1 / 2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its " prime rate" ; provided , however , that during the period from the date hereof to the date that is fifteen (15) days following the Closing Date (or such earlier date as shall be specified by the Administrative Agent on which a Eurodollar Rate Loan has become available), " Base Rate" shall mean a rate per annum equal to the sum of two-week LIBOR (determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR I screen that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars for delivery on the Closing Date with a two-week term, determined as of approximately 11:00 a.m. (London time) on the Closing Date) plus 1%. Such rate is a rate set by the Administrative Agent based upon various factors including the Administrative Agent' s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any changes in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. " Base Rate Loan" shall mean a Loan that bears interest based on the Base Rate. " Board" shall mean the Board of Governors of the Federal Reserve System of the United States of America. " Borrower" shall have the meaning assigned to such term in the preamble. " Borrower Acquisition" shall mean any transaction or series of related transactions for the purpose of, or resulting in, directly or indirectly: (a) the acquisition by the Borrower or any Subsidiary of the Borrower of all or substantially all of the assets located in the United States of a Person or of any business or division of a Person; (b) the acquisition by the Borrower or any Subsidiary of the Borrower of more than fifty percent (50%) of any class of Voting Stock (or similar Capital Stock) of any Domestic Person; or (c) a merger, consolidation or other combination by the Borrower or any Subsidiary of the Borrower with another Person if the Borrower or any Subsidiary of the Borrower is the surviving entity; provided that (i) in any merger involving the Borrower, the Borrower must be the surviving entity; andALY Bridge Loan Agreement

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(ii) in any merger involving a Subsidiary of the Borrower which is a Loan Party and another Subsidiary of the Borrower which is not a Loan Party, the Subsidiary which is a Loan Party shall be the survivor. " Borrowing Request" shall mean a request by the Borrower in accordance with the terms of Section 2.04 and substantially in the form of Exhibit B , or such other form as shall be approved by the Administrative Agent. " Breakage Event" shall have the meaning assigned to such term in Section 2.17 . " Bridge A Commitment" shall mean, with respect to each Bridge A Lender, the commitment of such Lender to make advances hereunder as set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable. " Bridge A Lender" means a Lender that has a Bridge A Commitment or that holds any portion of the Bridge A Loan. " Bridge A Loan" means, collectively, the advances by the Bridge A Lenders pursuant to their Bridge A Commitments. " Bridge B Commitment" shall mean, with respect to each Bridge B Lender, the commitment of such Lender to make advances hereunder as set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable. " Bridge B Lender" means a Lender that has a Bridge B Commitment or that holds any portion of the Bridge B Loan. " Bridge B Loan" means, collectively, the advances by the Bridge B Lenders pursuant to their Bridge B Commitments. " Business Day" shall mean any day other than a Saturday, Sunday or day on which banks in New York City are generally authorized or required by law to close; provided , however , that when used in connection with a Eurodollar Rate Loan (including with respect to all notices and determinations in connection therewith and any payments of principal, interest or other amounts thereon), the term " Business Day" shall also exclude any day on which banks are generally not open for dealings in dollar deposits in the London interbank market. " Capital Expenditures" shall mean, for any period, (a) the aggregate amount of additions to property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries that are (or should be) set forth in a Consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP, and (b) Capital Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its Consolidated Subsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation. " Capital Lease Obligations" of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.ALY Bridge Loan Agreement

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" Capital Stock" shall mean: (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock: (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution or assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock. A " Change in Control" shall be deemed to have occurred if: (a) any " Person" or " group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on the date hereof, but excluding any employee benefit plan of such Person and its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall become the " beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than fifty percent (50)% of outstanding Capital Stock of the Borrower having ordinary voting power; (b) a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied by Persons who were not (i) nominated by the board of directors of the Borrower or (ii) appointed by directors so nominated; or (c) any change in control (or similar event, however denominated) shall occur in respect of Material Indebtedness of the Borrower or any Subsidiary of the Borrower. " Change in Law" shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15 , by any lending office of such Lender or by such Lender' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. " Charges" shall have the meaning assigned to such term in Section 10.09 . " Closing Date" shall mean the date on which the obligation to fund the Loans under this Agreement shall have become effective due to the satisfaction in full or waiver of the conditions set forth in Article IV. " Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any legislation successor thereto. " Commitment" shall mean a Bridge A Commitment or a Bridge B Commitment. " Consolidated" refers to the consolidation of accounts in accordance with GAAP.ALY Bridge Loan Agreement

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" Consolidated EBITDA" shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated interest expense for such period, (ii) Consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) non-recurring fees and expenses incurred in connection with the Transactions, (v) any non-cash charges (other than the write-down of current assets) for such period, (vi) executive compensation payments to the outgoing chairrman of the Target consisting of up to $7,800,000 in cash and $11,400,000 in common stock, minus (b) without duplication all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clause (a)(v) above in a previous period. " Consolidated Net Income" shall mean, for any period with respect to any Person, the net income or loss of such Person for such period determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded (without duplication): (a) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (b) the income or loss of any Person accrued prior to the date (i) it becomes a Subsidiary or is merged into or consolidated with such Person or (ii) its assets are acquired by such Person or its Subsidiaries, (c) after-tax gains and losses realized upon the sale or other disposition of any property that is sold or otherwise disposed of other than in the ordinary course of business, and (d) extraordinary gains, losses or charges. " Constituent Documents" means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person' s Capital Stock. " Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms " Controlling" and " Controlled" shall have meanings correlative thereto.ALY Bridge Loan Agreement

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" Default" shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default. " Disqualified Stock" shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date which is the first anniversary of the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) Indebtedness or (ii) any Capital Stock referred to in clause (a) above, in each case at any time prior to the date which is the first anniversary of the Maturity Date. " Dollars" or " $" shall mean lawful money of the United States of America. " Domestic" shall mean, with respect to an entity, that such entity is incorporated, organized or formed under the laws of the United States, a state in the United States or any subdivision thereof or the District of Columbia. " Environmental Laws" shall mean all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements having the force and effect of law in each case, relating to protection of the environment or natural resources, or to protection of human health and safety as it relates to Hazardous Materials exposure, the presence or Release of Hazardous Materials in the environment, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials. " Environmental Liability" shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. " Equity Issuance" shall mean the issuance of 3.2 million shares of Capital Stock by the Borrower to the Target, which Capital Stock shall be issued as payment for a portion of the purchase price of the Acquisition. " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, or any legislation successor thereto. " ERISA Affiliate" shall mean any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code. " ERISA Event" shall mean (a) any " reportable event" , as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day noticeALY Bridge Loan Agreement

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period is waived); (b) the existence with respect to any Plan of an " accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower, any of its Subsidiaries or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the receipt by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (g) the receipt by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a " prohibited transaction" (within the meaning of Section 4975 of the Code) with respect to which the Borrower or any of the Subsidiaries is a " disqualified person" (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary could otherwise be liable; or (i) any other extraordinary event or condition with respect to a Plan or Multiemployer Plan (other than liabilities arising under clauses (a) through (h) above and any liabilities for routine plan contributions and claims for benefits) that could reasonably be expected to result in liability of the Borrower or any of its Subsidiaries. " Eurodollar Rate" shall mean for any Interest Period with respect to any Eurodollar Rate Loan: (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR I screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars for delivery on the first day of such Interest Period with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business days prior to the first day of such Interest Period, or (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100 th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to ...

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