364-DAY CREDIT AGREEMENT

Exhibit 10.1

Execution Version

364-DAY CREDIT AGREEMENT

among

BAKER HUGHES INCORPORATED
as Borrower,

JPMORGAN CHASE BANK, N.A.
as Administrative Agent,

CITIBANK, N.A.,
as Syndication Agent,

AND

THE LENDERS IDENTIFIED HEREIN,

DATED AS OF MARCH 30, 2009

J.P. MORGAN SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.

As Co-Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

364-DAY CREDIT AGREEMENT

     THIS 364-DAY CREDIT AGREEMENT (this “ Credit Agreement ”), dated as of March 30, 2009, is entered into among Baker Hughes Incorporated, a Delaware corporation (the “ Borrower ”), the Lenders (as defined below), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “ Administrative Agent ”) and Citibank, N.A., as Syndication Agent for the Lenders (the “ Syndication Agent ”).

RECITALS

      WHEREAS , the Borrower has requested that the Lenders provide a revolving credit facility in an aggregate amount up to $500 million; and

      WHEREAS , the Lenders have agreed to provide the requested $500 million revolving credit facility upon and subject to the terms and conditions set forth herein.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

     Section 1.01 Definitions .

     As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

     “ Act ” has the meaning set forth in Section 11.17.

     “ Additional Lender ” has the meaning set forth in Section 2.08(a).

     “ Additional Lender Agreement ” has the meaning set forth in Section 2.08(b)(vi).

     “ Adjusted Eurodollar Rate ” means the Eurodollar Rate plus the Applicable Margin for Eurodollar Loans.

     “ Administrative Agent ” means JPMorgan or any successor administrative agent appointed pursuant to Section 10.09.

     “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth in Section 11.01, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

     “ Administrative Fees ” has the meaning set forth in Section 3.04(b).

     “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

     “ Affiliate ” of any Person means (a) any other Person which directly, or indirectly through one or more intermediaries, controls such Person or (b) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person. As used herein, the term “ control ” means 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.

     “ Agent-Related Persons ” means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of the Administrative Agent and its Affiliates.

     “ Applicable Margin ” means, for any Loan at any time:

     (a) in the case of any Eurodollar Loan, a rate per annum equal to the CDS Rate for the Determination Date for such Loan at such time; and

     (b) for any Base Rate Loan, a rate per annum equal to the CDS Rate for the Determination Date for such Loan at such time minus 1.00% per annum, but in no event less than 0% per annum.

     If the CDS Rate is unavailable for any Determination Date for any Loan, then the Borrower and the Lenders shall negotiate in good faith for a period of up to thirty days after the CDS Rate becomes unavailable (the “ Negotiation Period ”) to agree on an alternative method of establishing the Applicable Margin. The Applicable Margin at any time the Determination Date for which falls during the Negotiation Period and prior to the time an amendment specified in the next sentence has been executed or when the CDS Rate has again become available shall be based upon the CDS Rate for the most recent Determination Date prior to the Negotiation Period. In the event that an amendment hereof executed by the Borrower and each Lender and specifying an alternative method for establishing the Applicable Margin shall not have been delivered to the Administrative Agent on or prior to the last day of the Negotiation Period, then until such amendment is delivered to the Administrative Agent, the Applicable Margin at any time the Determination Date for which falls subsequent to the end of the Negotiation Period and prior to the time such amendment has been executed or when the CDS Rate has again become available shall be a rate per annum equal to the Maximum Applicable Margin as set forth in the pricing grid (the “ Pricing Grid ”) below corresponding to the Debt Rating in effect on such Determination Date. Notwithstanding the foregoing, (a) the Applicable Margin in effect at any time for any Eurodollar Loan shall not be less than the Minimum Applicable Margin and shall not exceed the Maximum Applicable Margin (in each case expressed as a rate per annum) corresponding to the Debt Rating on the Determination Date for such Loan at such time as set forth in the Pricing Grid below and (b) the Applicable Margin in effect at any time for Base Rate Loans shall not be less than the Minimum Applicable Margin and shall not exceed the Maximum Applicable Margin (in each case expressed as a rate per annum) corresponding to the Debt Rating on the Determination Date for a Eurodollar Loan having a one-month Interest Period commencing at such time minus 1.00% per annum, but in no event less than less than 0% per annum.

The Minimum Applicable Margin and Maximum Applicable Margin will be based on the two highest Debt Ratings. If fewer than two of the rating agencies referenced in the definition of “Debt Rating” have a Debt Rating in effect, then those rating agencies not having a Debt Rating in effect shall be deemed to have established a Debt Rating in Category 5. If the two highest Debt Ratings established or deemed to have been established fall within different Categories, the Minimum Applicable Margin and Maximum Applicable Margin shall be based on the higher of the two highest Debt Ratings, unless one of the two highest Debt Ratings is two or more Categories lower than the other, in which case the Minimum Applicable Margin and Maximum Applicable Margin shall be determined by reference to the Category next below that of the higher of the two highest Debt Ratings. Each change in the Minimum Applicable Margin and Maximum Applicable Margin shall be effective as of the date on which a Debt Rating change is first publically announced by the applicable rating agency, and such change shall apply during the period commencing on the effective date of such change and end on the date immediately preceding the effective date of the next such change.

     “ Applicable Percentage ” means the appropriate applicable percentage for Commitment Fees, corresponding to the Debt Rating in effect from time to time as described below:

The Applicable Percentage will be based on the two highest Debt Ratings. If fewer than two of the rating agencies referenced in the definition of “Debt Rating” have a Debt Rating in effect, then those rating agencies not having a Debt Rating in effect shall be deemed to have established a Debt Rating in Pricing Level V. If the two highest Debt Ratings established or deemed to have been established fall within different Pricing Levels, the Applicable Percentage shall be based on the higher of the two highest Debt Ratings, unless one of the two highest Debt Ratings is two or more Pricing Levels lower than the other, in which case the Applicable Percentage shall be determined by reference to the Pricing Level next below that of the higher of the two highest Debt Ratings. Each change in the Applicable Percentage shall be effective as of the date on which a Debt Rating change is first publically announced by the applicable rating agency, and such change shall apply during the period commencing on the effective date of such change and end on the date immediately preceding the effective date of the next such change.

     “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “ Arranger ” means J.P. Morgan Securities Inc., together with its successors and/or assigns.

     “ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit 11.03(b) .

     “ Bankruptcy Code ” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “ Base Rate ” means, on each day, the Applicable Margin for Base Rate Loans plus a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (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,” and (c) the Eurodollar Rate for a one-month deposit commencing that day plus 1%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Lender’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 change 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 ” means a Loan which bears interest based on the Base Rate.

     “ Borrower ” has the meaning set forth in the preamble hereof.

     “ Borrower Obligations ” means, without duplication, all of the obligations of the Borrower to the Lenders, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents.

     “ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

     “ Business Day ” means any day other than a Saturday, a Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in New York, New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Loans, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

     “ Businesses ” has the meaning set forth in Section 6.16.

     “ Capital Stock ” means (a) in the case of a corporation, all classes of capital stock of such corporation, (b) in the case of a partnership, partnership interests (whether general or limited), (c) in the case of a limited liability company, membership interests 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 distributions of the assets of, the issuing Person, including, in each case, all warrants, rights or options to purchase any of the foregoing.

     “ Category ” has the meaning set forth in the definition of “Applicable Margin.”

     “ CDS Rate ” means, for any Determination Date, a rate per annum equal to the Borrower’s credit default swap mid-rate spread applicable to senior, unsecured, non-credit enhanced debt of the Borrower with a maturity of one year reported by Markit through its website as of the close of business, New York time, on the Business Day immediately preceding such Determination Date, obtained by the Administrative Agent from such website on such Determination Date.

     “ Change of Control ” means, with respect to any Person, an event or series of events by which:

     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Act of 1934, except that a person or group shall be deemed to

have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

     (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

     “ Closing Date ” means the date hereof.

     “ Code ” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, as amended, modified, replaced or succeeded from time to time.

     “ Commitment ” means, with respect to each Lender, the commitment of such Lender to make its Pro Rata Share of Loans to the Borrower in an aggregate amount up to the amount set forth in Schedule 1.01(a) , as it may be adjusted from time to time pursuant to (i) an assignment in accordance with Section 11.03(b), (ii) an increase in the Committed Amount pursuant to Section 2.08 or (iii) a reduction in the Committed Amount pursuant to Section 2.07 and “ Commitments ” means the aggregate of each such Commitment.

     “ Commitment Fees ” has the meaning set forth in Section 3.04(a).

     “ Committed Amount ” means Five Hundred Million Dollars ($500,000,000), as such amount may be otherwise increased in accordance with Section 2.08 or reduced in accordance with Section 2.07.

     “ Committed Amount Increase Agreement ” has the meaning set forth in Section 2.08(b)(v).

     “ Compensation Period ” has the meaning set forth in Section 3.05(c).

     “ Contingent Obligations ” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person in any manner,

whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Contingent Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Contingent Obligation is made.

     “ Controlled Group ” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

     “ Credit Agreement ” has the meaning set forth in the Preamble hereof.

     “ Credit Documents ” means this Credit Agreement, the Notes, any Notice of Borrowing, any Notice of Continuation/Conversion and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

     “ Credit Exposure ” has the meaning set forth in the definition of “Required Lenders.”

     “ Data Provider ” has the meaning set forth in Section 11.20(b).

     “ DBRS ” means Dominion Bond Rating Service and its successors.

     “ Debt Rating ” means the long-term senior unsecured, non-credit enhanced debt rating of the Borrower from S&P, Moody’s, DBRS and Fitch.

     “ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “ Default ” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

     “ Default Rate ” means an interest rate equal to two percent (2%) plus the rate that otherwise would be applicable (or if no rate is applicable, the Base Rate plus two percent (2%) per annum).

     “ Defaulting Lender ” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans within three Business Days of the date

required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, or any Lender in writing that it does not intend to comply with any of its funding obligations under this Credit Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Credit Agreement, (c) failed, within five Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Credit Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good-faith dispute, or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has consented to, approved of or acquiesced in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has consented to, approved of or acquiesced in any such proceeding or appointment; provided that (i) if a Lender would be a “Defaulting Lender” solely by reason of events relating to a parent company of such Lender or solely because a Governmental Authority has been appointed as receiver, conservator, trustee or custodian for such Lender, in each case as described in clause (e) above, the Administrative Agent may, in its reasonable discretion, determine that such Lender is not a “Defaulting Lender” if and for so long as the Administrative Agent is satisfied that such Lender will continue to perform its funding obligations hereunder and (ii) the Administrative Agent may, by notice to the Borrower and the Lenders, declare that a Defaulting Lender is no longer a “Defaulting Lender” if the Administrative Agent determines, in its reasonable discretion, that the circumstances that resulted in such Lender becoming a “Defaulting Lender” no longer apply.

     “ Designated User ” shall mean a Person designated as such by a Lender or the Administrative Agent.

     “ Determination Date ” means, at any time, (a) for any Eurodollar Loan, (i) the date two Business Days before the commencement of the Interest Period applicable to such Loan or (ii) in the case of an Interest Period of six months’ duration, (x) as to any date during the first three-month period during such Interest Period, the date specified in clause (i) or (y) as to any date during the second three-month period during such Interest Period, the date that is the last Business Day of the first three-month period during such Interest Period, and (b) for any Base Rate Loan, (i) the Closing Date and (ii) from and after the end of the calendar quarter during which the Closing Date occurs, the last Business Day of the calendar quarter most recently ended at such time.

     “ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

     “ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed); provided that (i) the Borrower’s consent is not required during the existence and continuation of an Event of Default, (ii) approval by the Borrower shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from the Borrower within five Business Days after notice of such proposed assignment has been delivered to the Borrower and (iii) neither the Borrower nor any Subsidiary or Affiliate of the Borrower shall qualify as an Eligible Assignee.

     “ Environmental Laws ” means any legal requirement of any Governmental Authority pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater) and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq ., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq ., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq ., Clean Air Act of 1966, as amended, 42 USC 7401 et seq ., Toxic Substances Control Act of 1976, 15 USC 2601 et seq ., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq ., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq ., Oil Pollution Act of 1990, 33 USC 2701 et seq ., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq ., National Environmental Policy Act of 1969, 42 USC 4321 et seq ., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq ., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

     “ ERISA Affiliate ” means an entity, whether or not incorporated, which is under common control with the Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes the Borrower or any of its Subsidiaries and which is treated as a single employer under Sections 414(b), (c), (m), or (o) of the Code.

     “ ERISA Event ” has the meaning set forth in Section 9.01(g).

     “ Eurodollar Base Rate ” means, for any Interest Period:

     (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 Reuters Screen LIBOR01 Page (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 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 not 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 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 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 and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period.

     “ Eurodollar Loan ” means a Loan bearing interest at the Adjusted Eurodollar Rate.

     “ Eurodollar Rate ” means, with respect to any Eurodollar Loan, for the Interest Period applicable thereto, a rate per annum determined pursuant to the following formula:

     “ Eurodollar Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day applicable to the Administrative Agent under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “ Eurocurrency liabilities ”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

     “ Event of Default ” has the meaning set forth in Section 9.01.

     “ Federal Funds Rate ” means for any day the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

     “ Fee Letter ” means that certain letter agreement, dated as of February 17, 2009, among the Borrower, JPMorgan and the Arranger, as amended, modified, supplemented or restated from time to time.

     “ Financial Officer ” means any of the chief financial officer, the treasurer, any assistant treasurer or the controller of the Borrower.

     “ Fitch ” means Fitch Ratings and its successors.

     “ Foreign Lender ” has the meaning set forth in Section 4.01(e).

     “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

     “ Funded Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (excluding from this clause (a) and clause (b) below intraday over advances and overnight overdrafts; provided that, such obligations are not outstanding for more than two (2) Business Days), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all Contingent Obligations of such Person with respect to Funded Indebtedness of another Person, (d) the principal portion of all obligations of such Person under (i) capital lease obligations and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, and after giving effect to any of the foregoing in this clause (d) to any third-party indemnification, and (e) all obligations of such Person with respect to Redeemable Preferred Stock. The Funded Indebtedness of any Person shall include the Funded Indebtedness of any partnership or unincorporated joint venture for which such Person is legally obligated. For the avoidance of doubt, Funded Indebtedness shall exclude any actual fair value adjustment arising from any interest rate swap transactions entered into in the ordinary course of business and not for investment or speculative purposes.

     “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

     “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “ Granting Lender ” has the meaning specified in Section 11.03(g).

     “ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (excluding from this clause (a) and clause (b) below intraday over advances and overnight overdrafts; provided that, such obligations are not outstanding for more than two (2) Business Days), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all

obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Contingent Obligations of such Person, (g) the principal portion of all obligations of such Person under (i) capital lease obligations and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, and after giving effect in any of the foregoing in this clause (g) to any third-party indemnification, (h) all obligations of such Person with respect to Redeemable Preferred Stock, (i) the Swap Termination Value (including both debit and credit values) in respect of any Swap Contract of such Person and (j) the maximum amount of all bid, performance and standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed). The Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture for which such Person is legally obligated.

     “ Indemnified Liabilities ” has the meaning set forth in Section 11.05(b).

     “ Indemnitees ” has the meaning set forth in Section 11.05(b).

     “ Information ” has the meaning set forth in Section 11.15.

     “ Interest Payment Date ” means (a) as to Base Rate Loans, the last day of each fiscal quarter of the Borrower and the Maturity Date and (b) as to Eurodollar Loans, the last day of each applicable Interest Period and the Maturity Date and, in addition, where the applicable Interest Period for a Eurodollar Loan is greater than three months, then also on the last day of each three-month period during such Interest Period. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day.

     “ Interest Period ” means, as to Eurodollar Loans, a period of one, two, three or six months’ duration, as the Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Loans); provided , however , (a) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (b) no Interest Period shall extend beyond the Maturity Date and (c) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar

month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

     “ JPMorgan ” means JPMorgan Chase Bank, N.A. and its successors.

     “ Lender ” means any of the Persons identified as a “Lender” on the signature pages hereto, and any Eligible Assignee which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns.

     “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

     “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

     “ Loans ” means the loans made by the Lenders to the Borrower pursuant to Section 2.01.

     “ Margin Stock ” shall have the meaning given such term in Regulation U.

     “ Markit ” means Markit Group Limited or its successor.

     “ Material Adverse Effect ” means an event or condition that constitutes or would reasonably be expected to result in a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations under this Credit Agreement or (c) the validity or enforceability of, or the rights and remedies of the Administrative Agent or the Lenders under, this Credit Agreement.

     “ Material Subsidiary ” means any Subsidiary of the Borrower (a) with a net book value in excess of $100,000,000, calculated as of the end of the most recent fiscal quarter or (b) whose revenues for the immediately preceding twelve month period exceeded $100,000,000.

     “ Maturity Date ” means March 29, 2010.

     “ Maximum Applicable Margin ” has the meaning set forth in the definition of “Applicable Margin.”

     “ Minimum Applicable Margin ” has the meaning set forth in the definition of “Applicable Margin.”

     “ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

     “ Multiemployer Plan ” means a Plan covered by Title IV of ERISA which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

     “ Multiple Employer Plan ” means a Plan covered by Title IV of ERISA, other than a Multiemployer Plan, to which the Borrower or any ERISA Affiliate and at least one employer other than the Borrower or any ERISA Affiliate are contributing sponsors.

     “ Net Worth ” means, as of any date, all of the shareholders’ equity or net worth (excluding, for the avoidance of doubt, Redeemable Preferred Stock) of the Borrower and its Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

     “ Notes ” means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Loans and substantially in the form of Exhibit 2.06 , as such promissory notes may be amended, modified, supplemented or replaced from time to time.

     “ Notice of Borrowing ” means a request by the Borrower for a Loan in the form of Exhibit 2.02 .

     “ Notice of Continuation/Conversion ” means a request by the Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.04 .

     “ Other Taxes ” has the meaning set forth in Section 4.01(b).

     “ Participant ” has the meaning set forth in Section 11.03(d).

     “ Participation Interest ” means the purchase by a Lender of a participation in Loans as provided in Section 3.09.

     “ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

     “ Person ” means any individual, partnership, joint venture, firm, corporation, association, trust, limited liability company or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

     “ Plan ” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is either (i) maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or with respect to which a member of the Controlled Group has any liability, contingent or otherwise.

     “ Pricing Level ” has the meaning set forth in the definition of “Applicable Percentage.”

     “ Properties ” has the meaning set forth in Section 6.16.

     “ Pro Rata Share ” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the

Commitment of such Lender at such time to make Loans to the Borrower pursuant to Sections 2.01 hereof and the denominator of which is the amount of the Committed Amount at such time; provided that if the Commitments have been terminated pursuant to Section 9.02 or otherwise, then such Pro Rata Share of each such Lender shall be determined based on such Lender’s percentage ownership of the principal amount of outstanding Loans. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 1.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     “ Redeemable Preferred Stock ” of any Person means any preferred stock issued by such Person which is at any time prior to the Maturity Date either (a) mandatorily redeemable (by sinking fund or similar payment or otherwise) or (b) redeemable at the option of the holder thereof.

     “ Regulation D, U, or X ” means Regulation D, U or X, respectively, of the Board of Governors of the Federal Reserve System of the United States as from time to time in effect and any successor to all or a portion thereof.

     “ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

     “ Reportable Event ” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

     “ Required Lenders ” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “ Credit Exposure ” as applied to each Lender shall mean (i) at any time prior to the termination of the Commitments, the Pro Rata Share of such Lender of the Committed Amount multiplied by the Committed Amount and (ii) at any time after the termination of the Commitments, the principal balance of the outstanding Loans and Participation Interests of such Lender.

     “ Requirement of Law ” means, with respect to any Person, the organizational documents of such Person and any law applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise pertaining to any or all of the transactions contemplated by this Credit Agreement and the other Credit Documents.

     “ Responsible Officer ” means the President, the Chief Financial Officer, the Chief Operating Officer, any Vice President, the Treasurer, the Controller, any Assistant Treasurer or the Corporate Secretary of the Borrower.

     “ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors.

     “ SEC ” means the Securities and Exchange Commission or any successor thereto.

     “ Significant Subsidiary ” shall mean a Subsidiary of the Borrower (a) with total assets (excluding intercompany advance receivables) that are in excess of ten percent (10%) of Total Assets or (b) whose revenues (excluding intercompany sales) for the immediately preceding twelve month period exceeded five percent (5%) of Total Consolidated Revenue, in each case calculated as of the end of the most recent fiscal quarter. The Significant Subsidiaries as of the Closing Date are set forth on Schedule 1.01(b) hereto.

     “ Single Employer Plan ” means any Plan which is covered by Title IV of ERISA and adopted solely by the Borrower, by an ERISA Affiliate or by a group consisting of the Borrower and one or more ERISA Affiliates.

     “ Solvent ” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage and (d) the book value of the assets of such Person as set forth on such Person’s balance sheet is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed as the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “ SPC ” has the meaning set forth in Section 11.03(g).

     “ Subsidiary ” means, as to any Person, any corporation, partnership, association, joint venture, limited liability company or other entity more than 50% of whose Voting Stock (irrespective of whether or not at the time, any such Voting Stock shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries.

     “ Swap Contract ” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor

transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

     “ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) (including both debit and credit values) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) (including both debit and credit values) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     “ Taxes ” has the meaning set forth in Section 4.01.

     “ Termination Event ” means (a) with respect to any Single Employer Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA), (b) the withdrawal of the Borrower 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 termination of a Multiple Employer Plan, (c) the distribution of a notice of intent to terminate a Single Employer Plan in a distress termination (within the meaning of Section 4041(c) of ERISA) pursuant to Section 4041(a)(2) of ERISA, (d) the institution of proceedings to terminate or the actual termination of a Single Employer Plan by the PBGC under Section 4042 of ERISA, (e) any event or condition which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan, or (f) the complete or partial withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan or the termination of a Multiemployer Plan.

     “ Total Assets ” means all assets of the Borrower and its Subsidiaries as shown on its most recent quarterly consolidated balance sheet, as determined in accordance with GAAP.

     “ Total Capitalization ” means the sum of (a) Net Worth plus (b) all Funded Indebtedness of the Borrower and its Subsidiaries.

     “ Total Consolidated Revenue ” shall mean consolidated revenue of the Borrower and its Subsidiaries as of the end of a fiscal quarter for the immediately prior four quarter period.

     “ Type ” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Loan.

     “ Unused Commitment ” means, for any day from the Closing Date to the Maturity Date, the amount by which the then Committed Amount on such day exceeds the aggregate principal amount of all Loans outstanding on such day.

     “ Utilized Committed Amount ” means the amount equal to the aggregate principal amount of Loans outstanding.

     “ Voting Stock ” means (a) with respect to a corporation, all classes of the Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors and (b) with respect to a partnership, association, joint venture, limited liability company, real estate investment or other trust or other entity, all Capital Stock of such entity entitled to exercise voting power or management control.

     “ Wholly Owned Subsidiary ” means any Subsidiary if all of the Capital Stock of such Subsidiary (other than directors’ qualifying shares and Required Minority Shares, in each case only to the extent required by applicable law) is owned by the Borrower directly or through other Wholly Owned Subsidiaries. “ Required Minority Shares ” means Capital Stock of a Subsidiary organized under the laws of jurisdiction other than the United States or any Governmental Authority thereof that is required by the applicable laws and regulations of such foreign jurisdiction to be owned by the government of such foreign Jurisdiction or individual or corporate citizens of such foreign jurisdiction in order for such Subsidiary to transaction business in such foreign jurisdiction.

     Section 1.02 Interpretive Provisions .

          (a) For purposes of computation of periods of time hereunder, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

          (b) References in this Credit Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided.

          (c) The term “including” is by way of example and not limitation.

          (d) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          (e) The headings of the Sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

     Section 1.03 Accounting Terms/Calculation of Financial Covenants .

          (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared in accordance with

GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.01 (or, prior to the delivery of the first financial statements pursuant to Section 7.01, consistent with the financial statements described in Section 5.01(d)); provided , however , if (i) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (ii) the Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

          (b) All financial covenant ratios shall be calculated by carrying the result to one more place than the number of places by which such ratio is expressed and rounding the result up or down to the nearest number (and rounding up if there is no nearest number).

     Section 1.04 Time .

     All references to time herein shall be references to Eastern Standard Time or Eastern Daylight Time, as then in effect, unless specified otherwise.

     Section 1.05 References to Agreements and Requirement of Laws .

     Unless otherwise expressly provided herein: (a) references to organization documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document and (b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law.

ARTICLE II
COMMITMENTS AND LOANS

     Section 2.01 Loans .

     Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “ Loan ” and collectively the “ Loans ”), in Dollars, to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided , however , that after giving effect to any Borrowing (a) the aggregate principal amount of outstanding Loans shall not exceed the Committed Amount and (b) with respect to each individual Lender, the aggregate principal amount of outstanding Loans of such Lender shall not exceed the amount of such Lender’s Pro Rata Share of the Committed Amount. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay and reborrow Loans. Loans may be Base Rate Loans or Eurodollar Loans, as the Borrower may elect, subject to the terms set forth below.

     Section 2.02 Method of Borrowing for Loans .

     By no later than 9:00 a.m. (a) on the date of the requested Borrowing of Loans that will be Base Rate Loans and (b) three Business Days prior to the date of the requested Borrowing of Loans that will be Eurodollar Loans, the Borrower shall telephone the Administrative Agent (and in the case of a requested Base Rate Loan, the Administrative Agent shall notify the Lenders no later than 9:30 a.m.) as well as submit a written Notice of Borrowing in the form of Exhibit 2.02 to the Administrative Agent setting forth (i) the amount requested, (ii) the date of the requested Borrowing, (iii) the Type of Loan, (iv) with respect to Loans that will be Eurodollar Loans, the Interest Period applicable thereto, and (v) certification that the Borrower has complied in all respects with Section 5.02. If the Borrower shall fail to specify (A) an Interest Period, in the case of a Eurodollar Loan, then such Eurodollar Loan shall be deemed to have an Interest Period of one month or (B) the Type of Loan requested, then such Loan shall be deemed to be a Base Rate Loan. All Loans made on the Closing Date shall be Base Rate Loans. Thereafter, all or any portion of the Loans may be converted into Eurodollar Loans in accordance with the terms of Section 2.04.

     Section 2.03 Funding of Loans .

     Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Pro Rata Share of the requested Loans available to the Administrative Agent in Dollars and in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Notice of Borrowing. Upon satisfaction of the conditions set forth in Section 5.02, the amount of the requested Loans will then be made available to the Borrower by the Administrative Agent either by (a) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (b) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

     Section 2.04 Continuations and Conversions .

     Subject to the terms below, the Borrower shall have the option, on any Business Day prior to the Maturity Date, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans or to convert Eurodollar Loans into Base Rate Loans. By no later than 10:00 a.m. (a) on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion in the form of Exhibit 2.04 , setting forth whether the Borrower wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.02, Eurodollar Loans may only be continued or converted into Base Rate Loans on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may not be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and continuation of an Event of Default and (iii) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period (and assuming the

Borrower has not delivered a notice of prepayment pursuant to Section 3.02(a)) shall be deemed a request to convert such Eurodollar Loan to a Base Rate Loan on the last day of the applicable Interest Period.

     Section 2.05 Minimum Amounts .

     Each request for a Loan or a conversion or continuation hereunder shall be subject to the following requirements: (a) each Eurodollar Loan shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof), (b) each Base Rate Loan shall be in a minimum amount of the lesser of $1,000,000 (and in integral multiples of $100,000 in excess thereof) or the remaining amount available to be borrowed and (c) no more than ten Eurodollar Loans shall be outstanding hereunder at any one time. For the purposes of this Section 2.05, all Eurodollar Loans with the same Interest Periods that begin and end on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if they begin on the same date, shall be considered separate Eurodollar Loans.

     Section 2.06 Notes .

     If requested by a Lender, the Loans made by each Lender shall be evidenced by a duly executed Note payable to such Lender in substantially the form of Exhibit 2.06 .

     Section 2.07 Reduction of Committed Amount .

     The Borrower shall have the right, upon notice to the Administrative Agent, to permanently terminate or reduce the aggregate unused amount of the Committed Amount at any time and from time to time; provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (b) each partial reduction shall be in an aggregate amount at least equal to $5,000,000 and in integral multiples of $1,000,000 above such amount and (c) no reduction shall be made which would reduce the Committed Amount to an amount less than the aggregate principal amount of the outstanding Loans. Any reduction in (or termination of) the Committed Amount shall be permanent and may not be reinstated. The Committed Amount will be reduced to zero on the Maturity Date.

     Section 2.08 Optional Increase in Committed Amount .

          (a) Subject to the conditions set forth in Section 2.08(b), the Borrower shall have the right to cause from time to time an increase in the Committed Amount then in effect with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed), but without the consent of the Lenders, by increasing the Commitment of a Lender who has agreed to increase its Commitment or by causing a Person that at such time is not a Lender to become a Lender (an “ Additional Lender ”).

          (b) Any increase in the Committed Amount shall be subject to the following additional conditions:

               (i) such increase shall not be less than $5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Committed Amount would exceed $1,000,000,000;

               (ii) no Default shall have occurred and be continuing at the effective date of such increase;

               (iii) on the effective date of such increase, no Eurodollar Loans shall be outstanding or if any Eurodollar Loans are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Loans unless the Borrower pays compensation required by Section 4.05;

               (iv) no Lender’s Commitment may be increased without the consent of such Lender (which may be given or withheld in such Lender’s sole and absolute discretion);

               (v) if the Borrower elects to increase the Committed Amount by increasing the Commitment of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit 2.08-A (a “ Committed Amount Increase Agreement ”), and if requested, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed; and

               (vi) if the Borrower elects to increase the Committed Amount by causing an Additional Lender to become a party to this Credit Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit 2.08-B (an “ Additional Lender Agreement ”), together with an Administrative Questionnaire, and if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.

          (c) Subject to acceptance and recording thereof pursuant to Section 2.08(d), from and after the effective date specified in the Committed Amount Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Loans are outstanding, then the last day of the Interest Period in respect of such Eurodollar Loans, unless the Borrower has paid compensation required by Section 4.05): (A) the amount of the Committed Amount shall be increased as set forth therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Credit Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Pro Rata Share of the outstanding Loans after giving effect to the increase in the Committed Amount.

          (d) Upon its receipt of a duly completed Committed Amount Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as applicable, the Administrative

Questionnaire referred to in Section 2.08(b)(vi), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.08(a), the Administrative Agent shall (x) accept such Committed Amount Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 11.03(c) and (y) amend and restate Schedule 1.01(a) hereof to set forth all Lenders (including any Additional Lender) that will be Lenders hereunder after giving effect to such Committed Amount Increase Agreement or Additional Lender Agreement (which shall be set forth in Annex I to the applicable Committed Amount Increase Agreement or Additional Lender Agreement, respectively) and distribute to each Lender (including each Additional Lender) a copy of such amended and restated Schedule 1.01(a) . No increase in the Committed Amount shall be effective for purposes of this Credit Agreement unless it has been recorded in the Register as provided in this Section 2.08(d).

     Section 2.09 Mitigation of Obligations; Replacement of Lenders .

          (a) If any Lender requests compensation under Section 4.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.04 or Section 4.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (b) If (i) any Lender requests compensation under Section 4.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.01, (iii) any Lender becomes a Defaulting Lender, (iv) any Lender has not approved a proposed waiver, consent or amendment requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to such specified date of its intention not to do so), which has been approved by the Required Lenders, but requires the approval of all Lenders, or (v) if any Lender delivers a notice to the Borrower or the Administrative Agent pursuant to Section 4.02, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.03), all its interests, rights and obligations under this Credit Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) if such assignee is not already a Lender hereunder, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including amounts due under Section 4.05) and (z) in the case of any such assignment resulting from a claim for compensation under

Section 4.04 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

     Section 2.10 Defaulting Lenders .

     Notwithstanding any provision of this Credit Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

          (a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 3.04(a);

          (b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 11.06), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender; provided further that the Commitment of a Defaulting Lender may not be increased and the Maturity Date as it applies to a Defaulting Lender may not be extended, in each case without the consent of such Defaulting Lender; and

          (c) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.

ARTICLE III
PAYMENTS

     Section 3.01 Interest .

          (a) Interest Rate .

               (i) All Base Rate Loans shall accrue interest at the Base Rate.

               (ii) Each Eurodollar Loan shall accrue interest at the Adjusted Eurodollar Rate applicable to such Eurodollar Loan.

          (b) Default Rate of Interest . Upon the occurrence, and during the continuation, of an Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate equal to the Default Rate.

          (c) Interest Payments . Interest on Loans shall be due and payable in arrears on each Interest Payment Date.

     Section 3.02 Prepayments .

          (a) Voluntary Prepayments . The Borrower shall have the right, upon notice to the Administrative Agent, to prepay the Loans in whole or in part from time to time without premium or penalty; provided , however , that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days’ prior to any date of prepayment of Eurodollar Loans and (B) on the date of prepayment of Base Rate Loans, (ii) each such partial prepayment of Eurodollar Loans shall be in the minimum principal amount of $5,000,000 and integral multiples of $1,000,000 and (iii) each such partial prepayment of Base Rate Loans shall be in the minimum principal amount of $1,000,000 and integral multiples of $100,000 or, in the case of clauses (ii) and (iii), if less than such minimum amounts, the entire principal amount thereof then outstanding. Amounts prepaid pursuant to this Section 3.02(a) shall be applied as the Borrower may elect based on the Lenders’ Pro Rata Shares; provided , however , if the Borrower fails to specify, such prepayment shall be applied by the Administrative Agent, subject to Section 3.08, in such manner as it deems reasonably appropriate.

          (b) Mandatory Prepayments . If at any time the aggregate principal amount of Loans outstanding exceeds the Committed Amount, the Borrower shall immediately make a principal payment to the Administrative Agent in a manner and in an amount to be in compliance with Section 2.01 and as directed by the Administrative Agent.

          (c) Application of Prepayments . All prepayments pursuant to Section 3.02 shall be (i) unless otherwise directed by the Borrower pursuant to Section 3.02(a), applied first to Base Rate Loans and second to Eurodollar Loans in direct order of Interest Period maturities (applied first against those soonest to mature), (ii) subject to Section 4.05 and (iii) accompanied by the interest on the principal amount prepaid through the date of prepayment.

     Section 3.03 Payment in Full at Maturity .

     On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all fees and other sums then owing under the Credit Documents, including, without limitation, all Borrower Obligations then owing shall be due and payable in full, unless accelerated sooner pursuant to Section 9.02; provided that if the Maturity Date is not a Business Day, then such principal, interest, fees and other sums shall be due and payable in full on the next preceding Business Day.

     Section 3.04 Fees .

          (a)  Commitment Fees . The Borrower shall pay to the Administrative Agent, for the pro rata benefit of each Lender based on its Pro Rata Share of the Committed Amount, a per annum fee equal to the Applicable Percentage for Commitment Fees for each day during the period of determination multiplied by the Unused Commitment for each such day (the “ Commitment Fees ”). The Commitment Fees shall commence to accrue on the Closing Date and shall be due and payable in arrears on the last Business Day of each fiscal quarter of the Borrower (as well as on the Maturity Date and on any date that the Committed Amount is

reduced) for the fiscal quarter (or portion thereof) then ending, beginning with the first of such dates to occur after the Closing Date.

          (b) Administrative Fees . The Borrower agrees to pay to the Administrative Agent, for its own account, an annual fee as agreed to between the Borrower and the Administrative Agent (the “ Administrative Fees ”) in the Fee Letter.

     Section 3.05 Payments Generally .

          (a) No Deductions; Place and Time of Payments . All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 p.m. on the date specified herein. Except as contemplated by Section 3.05(f), the Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

          (b) Payment Dates . Subject to the definition of “ Interest Period ,” if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

          (c) Advances by Administrative Agent . Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Dollars and in immediately available funds, then:

               (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Dollars and in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

               (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Dollars and in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such

amount is recovered by the Administrative Agent (the “ Compensation Period ”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

          (d) Several Obligations . The obligations of the Lenders hereunder to make Loans and to fund or purchase Participation Interests are several and not joint. The failure of any Lender to make any Loan or to fund or purchase any Participation Interest on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or fund its Participation Interest.

          (e) Funding Offices . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

          (f) Defaulting Lender . If any Lender shall fail to make any payment required to be made by it pursuant to Section 3.05(c) or Section 3.09, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

     Section 3.06 Computations of Interest and Fees .

          (a)  Calculation of Interest . Except for Base Rate Loans on which interest shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and including the Closing Date or from the first date of Borrowing (or from any continuation or conversion thereof) to but excluding the last day occurring in the period for which such interest is payable.

          (b)  Usury . It is the intent of the Lenders and the Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or

hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity date of the Borrower Obligations), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and interest owing pursuant to such documents shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of the Loans does not exceed the maximum nonusurious amount permitted by applicable law.

     Section 3.07 Evidence of Debt .

     The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the o