AMENDED AND RESTATED CREDIT AGREEMENT

EXECUTION VERSION

AMENDED AND RESTATED CREDIT AGREEMENT

among

ENDURANCE SPECIALTY HOLDINGS LTD.,

VARIOUS DESIGNATED SUBSIDIARY BORROWERS,

VARIOUS LENDING INSTITUTIONS,

and

JPMORGAN CHASE BANK, N.A.

as ADMINISTRATIVE AGENT

Dated as of May 8, 2007

$1,175,000,000

J.P. MORGAN SECURITIES INC.,

and

WACHOVIA CAPITAL MARKETS, LLC

as JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as SYNDICATION AGENT

and

ING BANK N.V., LONDON BRANCH,
BANK OF AMERICA, N.A.,
BARCLAYS BANK PLC,
LLOYDS TSB BANK PLC,
THE BANK OF NEW YORK,
CALYON NEW YORK BRANCH,

as DOCUMENTATION AGENTS

TABLE OF CONTENTS

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shall be a Business Day), (iii) whether the respective Borrowing shall consist of Tranche 1 Revolving Loans or Tranche 2 Revolving Loans, and (iv) whether the respective Borrowings shall consist of Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters covered by the Notice of Borrowing.

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Interest Period to be applicable to such Borrowing, which Interest Period shall, at the option of the respective Borrower, be a one, two, three or six month period. Notwithstanding anything to the contrary contained above:

(i)   the initial Interest Period for any Borrowing of Eurodollar Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(ii)   if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(iii)   if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv)   no Interest Period may be elected if it would extend beyond the Commitment Expiration Date; and

(v)   no Interest Period may be selected at any time when a Default or Event of Default is then in existence if the Administrative Agent or the Required Lenders have previously advised the Borrowers that the selection of Interest Periods will not be permitted while such Default or Event of Default, as the case may be, remains in existence.

(i)   on any date for determining the Eurodollar Rate for any Interest Period, that, by reason of any changes arising after the Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or

(ii)   at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from a

change in the rate of taxes or similar charges) because of (x) any change since the Effective Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, (A) a change in the basis of taxation of payment to any Lender of the principal of, or interest on, the Revolving Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts owed to such Lender under Section 4.04(a), or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or

(iii)   at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any change since the Effective Date in any law, governmental rule, regulation, guideline or order, or the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Effective Date which materially adversely affects the interbank Eurodollar market;

1.14   Designated Subsidiary Borrowers . The Parent Borrower may from time to time after the Effective Date designate one or more Persons as an additional Designated Subsidiary Borrower, subject to the following terms and conditions:

(a)   each such Person shall be a Wholly-Owned Subsidiary of the Parent Borrower;

(b)   each such Person shall be a Material Subsidiary;

(c)   on or prior to the date of designation, each such Person shall enter into an appropriately completed DSB Assumption Agreement;

(d)   on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit F with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other equivalent organizational documents and (y) resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent;

(e)   on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent and each of the Lenders and dated the date of designation, from counsel to such Person, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; and

(f)   on or prior to the date of designation, the Administrative Agent shall have received such other documentation and/or certificates (including, without limitation, certificates of existence and/or good standing certificates in the case of additional Designated Subsidiary Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable) as the Administrative Agent may reasonably request.

SECTION 2A.   Tranche 1 Letters of Credit .

2A.01   Tranche 1 Letters of Credit . (a) Subject to and upon the terms and conditions set forth herein, each Designated Subsidiary Borrower may request the Issuing Agent, at any time and from time to time after the Effective Date and prior to the date which is 30 days prior to the Commitment Expiration Date, to issue on behalf of the Tranche 1 Lenders, for the account of such Designated Subsidiary Borrower and in support of, on a standby basis, Letter of Credit Supportable Obligations and, subject to and upon the terms and conditions set forth herein, the Issuing Agent agrees to issue on behalf of the Tranche 1 Lenders at any time and from time to time after the Effective Date and prior to the date which is 30 days prior to the Commitment Expiration Date, one or more irrevocable standby letters of credit in such form as may be approved by the Issuing Agent (each such letter of credit, a “Tranche 1 Letter of Credit” and, collectively, the “Tranche 1 Letters of Credit”). Such Tranche 1 Letters of Credit shall be denominated, at the relevant Designated Subsidiary Borrower’s request, in Dollars or any Optional Currency, provided that, after giving effect to the issuance of any such Tranche 1 Letter of Credit denominated in any Optional Currency, the aggregate Stated Amount of all Tranche 1 Letters of Credit denominated in Optional Currencies (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time and the Tranche 2 Letters of Credit denominated in Optional Currencies (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time will not exceed the Aggregate Multicurrency Letter of Credit Limit. At the relevant Designated Subsidiary Borrower’s request, and notwithstanding any provisions in the first sentence of this Section 2A.01(a) to the contrary, any Tranche 1 Letter of Credit required to be issued pursuant to this Section 2A.01(a) shall be issued by an Issuing Lender as a Tranche 1 Fronted Letter of Credit in accordance with Section 2A.01(d), provided that, after giving effect to the issuance of any such Tranche 1 Fronted Letter of Credit, the aggregate Stated Amount of Tranche 1 Fronted Letters of Credit (exclusive of

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Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time and Tranche 2 Fronted Letters of Credit (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time will not exceed the Fronted Letter of Credit Limit. At the Relevant Subsidiary Borrower’s request, Tranche 1 Fronted Letters of Credit issued pursuant to this Section 2A.01, including Tranche 1 Fronted Letters of Credit denominated in Optional Currencies, may be issued in the United Kingdom; such Tranche 1 Fronted Letters of Credit issued in the United Kingdom shall be governed by the laws of the England and Wales or, at the request of the applicable Designated Subsidiary Borrower, by the laws of other jurisdictions as agreed to between such Designated Subsidiary Borrower and the relevant Issuing Lender. Notwithstanding the foregoing, neither the Issuing Agent nor any Issuing Lender shall be under any obligation to issue any Tranche 1 Letter of Credit if at the time of such issuance:

(b)   Notwithstanding anything to the contrary contained in this Section 2A.01 or elsewhere in this Agreement (i) no Tranche 1 Letter of Credit shall be issued the Stated Amount of which, when added to (x) the Tranche 1 Letter of Credit Outstandings (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Tranche 1 Letter of Credit) at such time and (y) the aggregate principal amount of all Tranche 1 Revolving Loans then outstanding, would exceed an amount equal to the Total Tranche 1 Commitment at such time; (ii) no Tranche 1 Letter of Credit shall be issued for the account of any Intermediate Holding Company the Stated Amount of which, when added to (x) the Tranche 1 Letter of Credit Outstandings in respect of outstanding Tranche 1 Letters of Credit issued for the account of all Intermediate Holding Companies (exclusive of Tranche 1 Unpaid Drawings in respect of Tranche 1 Letters of Credit issued for the account of Intermediate Holding Companies which are repaid on the date of, and prior to the issuance of, the respective Tranche 1 Letter of Credit) at such time and (y) the Tranche 2 Letter of Credit Outstandings (exclusive of Tranche 2 Unpaid Drawings in respect of Tranche 2 Letters of Credit issued for the

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account of Intermediate Holding Companies which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) in respect of outstanding Tranche 2 Letters of Credit issued for the account of all Intermediate Holding Companies, exceeds $50,000,000; (iii) no Tranche 1 Letter of Credit for the account of any Borrower shall be issued the Stated Amount of which, when added to (x) the Tranche 1 Letter of Credit Outstandings applicable to such Borrower (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Tranche 1 Letter of Credit) at such time and (y) the aggregate principal amount of all Tranche 1 Revolving Loans incurred by such Borrower and then outstanding, would exceed an amount equal to such Borrower’s Borrowing Base at such time; (iv) each Tranche 1 Letter of Credit shall have an expiry date occurring not later than one year after such Tranche 1 Letter of Credit’s date of issuance; provided that each such Tranche 1 Letter of Credit may by its terms automatically renew annually for one additional year unless the Issuing Agent or the relevant Issuing Lender, as the case may be, notifies the beneficiary thereof, in accordance with the terms of such Tranche 1 Letter of Credit, that such Tranche 1 Letter of Credit will not be renewed; (v) each Tranche 1 Letter of Credit shall be denominated in Dollars or in an Optional Currency, subject to the limitation in the proviso to the second sentence of Section 2A.01(a); and (vi) the Issuing Agent or the relevant Issuing Lender, as the case may be, will not issue any Tranche 1 Letter of Credit after the Issuing Agent has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as the Issuing Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default by the Required Lenders (or, to the extent provided by Section 12.11, each of the Lenders).

(c)   Each Tranche 1 Non-Fronted Letter of Credit will be issued by the Issuing Agent on behalf of the Tranche 1 Lenders and each Tranche 1 Lender will participate in each Tranche 1 Non-Fronted Letter of Credit pro   rata in accordance with its Tranche 1 Percentage. The obligations of each Tranche 1 Lender under and in respect of each Tranche 1 Non-Fronted Letter of Credit are several, and the failure by any Tranche 1 Lender to perform its obligations hereunder or under any Tranche 1 Non-Fronted Letter of Credit shall not affect the obligations of the respective Designated Subsidiary Borrower toward any other party hereto nor shall any other such party be liable for the failure by such Tranche 1 Lender to perform its obligations hereunder or under any Tranche 1 Non-Fronted Letter of Credit.

(d)   Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2A.09, agrees to issue a Tranche 1 Fronted Letter of Credit requested by a Designated Subsidiary Borrower to the extent contemplated by Section 2A.01(a).

(e)   Subject to and on the terms and conditions set forth herein, the Issuing Agent or the relevant Issuing Lender, as the case may be, is hereby authorized by each Designated Subsidiary Borrower and the Tranche 1 Lenders to arrange for the issuance of any Tranche 1 Letter of Credit pursuant to Section 2A.01(a) and the amendment of any Letter of Credit pursuant to Section 1.13, Section 1.15, Section 2A.06 and/or Section 12.04(b) by:

(f)   Each Tranche 1 Non-Fronted Letter of Credit shall be executed and delivered by the Issuing Agent in the name and on behalf of, and as attorney-in-fact for, each Tranche 1 Lender party to such Tranche 1 Non-Fronted Letter of Credit, and the Issuing Agent shall act under each Tranche 1 Non-Fronted Letter of Credit, and each Tranche 1 Non-Fronted Letter of Credit shall expressly provide that the Issuing Agent shall act, as the agent of each Tranche 1 Lender to (a) receive drafts, other demands for payment and other documents presented by the beneficiary under such Tranche 1 Non-Fronted Letter of Credit, (b) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Tranche 1 Non-Fronted Letter of Credit and (c) notify such Tranche 1 Lender and such Designated Subsidiary Borrower that a valid drawing has been made and the date that the related Tranche 1 Unpaid Drawing is to be made; provided that the Issuing Agent shall have no obligation or liability for any Tranche 1 Unpaid Drawing under such Tranche 1 Non-Fronted Letter of Credit, and each Tranche 1 Non-Fronted Letter of Credit shall expressly so provide. Each Tranche 1 Lender hereby irrevocably appoints and designates the Issuing Agent its attorney-in-fact, acting through any duly authorized officer of the Issuing Agent, to execute and deliver in the name and on behalf of such Tranche 1 Lender each Tranche 1 Non-Fronted Letter of Credit to be issued by such Tranche 1 Lender hereunder. Promptly upon the request of the Issuing Agent, each Tranche 1 Lender will furnish to the Issuing Agent such powers of attorney or other evidence as any beneficiary of any Tranche 1 Non-Fronted Letter of Credit may reasonably request in order to demonstrate that the Issuing Agent has the power to act as attorney-in-fact for such Tranche 1 Lender to execute and deliver such Tranche 1 Non-Fronted Letter of Credit.

2A.02   Tranche 1 Letter of Credit Requests . (a)  Whenever a Designated Subsidiary Borrower desires that a Tranche 1 Letter of Credit be issued, such Designated Subsidiary Borrower shall give the Administrative Agent and the Issuing Agent and, in the case of a Tranche 1 Fronted Letter of Credit, the relevant Issuing Lender, written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Agent or the relevant Issuing Lender, as the case may be)

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thereof prior to (i) in the case of Tranche 1 Letters of Credit not issued in the United Kingdom, 11:00 A.M. (New York time), and (ii) in the case of Tranche 1 Letters of Credit issued in the United Kingdom, 11:00 A.M. (London time), at least five Business Days (or such shorter period as may be acceptable to the Issuing Agent or the relevant Issuing Lender, as the case may be) prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit C-1 (each, a “Tranche 1 Letter of Credit Request”). Each Tranche 1 Letter of Credit Request shall include any other documents as the Issuing Agent or the relevant Issuing Lender, as the case may be, customarily requires in connection therewith.

(b)   The making of each Tranche 1 Letter of Credit Request shall be deemed to be a representation and warranty by the applicable Designated Subsidiary Borrower that such Tranche 1 Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2A.01(a) or (b).

(c)   Immediately prior to the issuance of any Tranche 1 Fronted Letter of Credit the relevant Issuing Lender shall notify the Administrative Agent and Issuing Agent thereof and shall obtain confirmation from the Issuing Agent that such Tranche 1 Fronted Letter of Credit may be issued. Upon its issuance of, or amendment to, any Tranche 1 Letter of Credit, the Issuing Agent shall promptly notify the respective Designated Subsidiary Borrower and the Tranche 1 Lenders of such issuance or amendment, which notice shall include a summary description of the Tranche 1 Letter of Credit actually issued and any amendments thereto. Each Issuing Lender shall also give prompt notice to the Issuing Agent of the termination or expiry of any Tranche 1 Fronted Letter of Credit issued by it.

2A.03   Agreement to Repay Tranche 1 Letter of Credit Drawings . (a)  Each Designated Subsidiary Borrower agrees to reimburse each Tranche 1 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 1 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it under any Tranche 1 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s account (each such amount so paid or disbursed until reimbursed, a “Tranche 1 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 1 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disbursed, to the extent not reimbursed prior to (i) in the case of Tranche 1 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement therefor at a rate per annum which shall be (i) for the Tranche 1 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 1 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 1 Commitment has been terminated and all Tranche 1 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 1 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 1 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 1 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 1 Commitment has been terminated and all Tranche 1 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for

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Tranche 1 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date such reimbursement is due).

(b)   Each Designated Subsidiary Borrower’s obligation under this Section 2A.03 to reimburse each Tranche 1 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 1 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 1 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 1 Letter of Credit to conform to the terms of the Tranche 1 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided , however , that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 1 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it under a Tranche 1 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision).

2A.04   Increased Costs . If after the Effective Date, the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein after the Effective Date, or any change adopted or effective after the Effective Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Tranche 1 Lender or any Issuing Lender with any request or directive (whether or not having the force of law) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by or participated in by such Tranche 1 Lender or such Issuing Lender, as the case may be, or (ii) impose on such Tranche 1 Lender or such Issuing Lender, as the case may be, any other conditions directly or indirectly affecting this Agreement or any Tranche 1 Letter of Credit; and the result of any of the foregoing is to increase the cost to such Tranche 1 Lender or such Issuing Lender, as the case may be, of issuing, maintaining or participating in any Tranche 1 Letter of Credit, or to reduce the amount of any sum received or receivable by it hereunder or reduce the rate of return on its capital with respect to Tranche 1 Letters of Credit, then, upon written demand to the respective Designated Subsidiary Borrower by such Tranche 1 Lender or such Issuing Lender, as the case may be (with a copy to the Administrative Agent), such Designated Subsidiary Borrower agrees to pay to such Tranche 1 Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate it for such increased cost or reduction. A certificate submitted to the respective Designated Subsidiary Borrower by such Tranche 1 Lender or such Issuing Lender, as the case may be (with a copy to the Administrative Agent), setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Tranche 1 Lender or such Issuing Lender, as the case may be, as aforesaid shall be final and conclusive and binding on such Designated Subsidiary Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any Designated Subsidiary Borrower’s obligations to pay additional amounts pursuant to this Section 2A.04 upon subsequent receipt of such certificate.

2A.05   Tranche 1 Letter of Credit Expiration Extensions . Each Tranche 1 Lender acknowledges that to the extent provided under the terms of any Tranche 1 Letter of Credit, the expiration date of such Tranche 1 Letter of Credit will be automatically extended for an additional year, without written amendment, unless at least 30 days prior to the expiration date of such Tranche 1 Letter of Credit, notice is given by the Issuing Agent or the relevant Issuing Lender, as the case may be, to the beneficiary of such Tranche 1 Letter of Credit in accordance with the terms of the respective Tranche 1 Letter of Credit (a “Notice of Non-Extension”) that the expiration date of such Tranche 1 Letter of Credit will not be extended beyond its current expiration date. The Issuing Agent or the relevant Issuing Lender, as the case may be, will give a Notice of Non-Extension as to any outstanding Tranche 1 Letter of Credit if requested to do so by the Required Lenders pursuant to Section 9. The Issuing Agent or the relevant Issuing Lender, as the case may be, will give a Notice of Non-Extension as to each outstanding Tranche 1 Letter of Credit if the Commitment Expiration Date has occurred. The Issuing Agent or the relevant Issuing Lender, as the case may be, will send a copy of each Notice of Non-Extension to the respective Designated Subsidiary Borrower concurrently with delivery thereof to the respective beneficiary, unless prohibited by law from doing so.

2A.06   Changes to Stated Amount . Subject to the terms and conditions hereof, at any time when any Tranche 1 Letter of Credit is outstanding, at the request of the respective Designated Subsidiary Borrower, the Issuing Agent or the relevant Issuing Lender, as the case may be, will enter into an amendment increasing or reducing the Stated Amount of such Tranche 1 Letter of Credit, provided that (i) in no event shall the Stated Amount of any Tranche 1 Letter of Credit be increased to an amount which, when added to (x) the Tranche 1 Letter of Credit Outstandings (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time and (y) the aggregate principal amount of all Tranche 1 Revolving Loans then outstanding, would exceed an amount equal to the Total Tranche 1 Commitment at such time, (ii) in no event shall the Stated Amount of any Tranche 1 Letter of Credit issued for the account of any Designated Subsidiary Borrower be increased to an amount which, when added to (x) the Tranche 1 Letter of Credit Outstandings (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) applicable to such Borrower at such time and (y) the aggregate principal amount of all Tranche 1 Revolving Loans incurred by such Borrower and then outstanding, would exceed an amount equal to such Borrower’s Borrowing Base at such time, (iii) the Stated Amount of a Tranche 1 Letter of Credit may not be increased at any time if the conditions precedent set forth in Section 5.02 are not satisfied at such time, (iv) the Stated Amount of a Tranche 1 Letter of Credit may not be increased at any time after the date which is 30 days prior to the Commitment Expiration Date, (v) in no event shall the Stated Amount of any Tranche 1 Letter of Credit denominated in an Optional Currency issued for the account of any Designated Subsidiary Borrower be increased to an amount which, when added to (x) the aggregate Stated Amount of all Tranche 1 Letters of Credit denominated in Optional Currencies (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time and (y) the Tranche 2 Letters of Credit denominated in Optional Currencies (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) at such time, would exceed the Aggregate Multicurrency Letter of Credit Limit; and (vi) in no event shall the Stated Amount of any Tranche 1 Fronted Letter of Credit issued for the account of any Designated Subsidiary Borrower be increased to an amount which, when added to

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 (x) the aggregate Stated Amount of all Tranche 1 Fronted Letters of Credit (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) outstanding at such time and (y) Tranche 2 Fronted Letters of Credit (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 1 Letter of Credit) outstanding at such time, would exceed the Fronted Letter of Credit Limit.

2A.07   Representations and Warranties of Tranche 1 Lenders . Each Tranche 1 Lender represents and warrants that each Tranche 1 Non-Fronted Letter of Credit constitutes a legal, valid and binding obligation of such Tranche 1 Lender enforceable in accordance with its terms and each Issuing Lender represents and warrants that each Tranche 1 Fronted Letter of Credit constitutes a legal, valid and binding obligation of such Issuing Lender enforceable in accordance with its terms.

2A.08   Existing Tranche 1 Letters of Credit . (a) Each letter of credit issued under the Existing Credit Agreement and outstanding immediately prior to the Effective Date and which is intended to be a Tranche 1 Letter of Credit hereunder is listed in Part A of Annex VIII (each such letter of credit, an “Existing Tranche 1 Letter of Credit”). Each Existing Tranche 1 Letter of Credit shall be deemed to be a Tranche 1 Letter of Credit hereunder. As soon as possible following the Effective Date, each Existing Tranche 1 Letter of Credit shall be amended to replace each Original Lender on such Existing Tranche 1 Letter of Credit with each Tranche 1 Lender party to this Agreement on the Effective Date in accordance with each such Tranche 1 Lender’s Tranche 1 Percentage. Until an Existing Tranche 1 Letter of Credit has been amended in accordance with this Section 2A.08, each Original Lender shall be deemed to have sold and transferred to each Tranche 1 Lender and each such Tranche 1 Lender (each, a “Tranche 1 Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Original Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Tranche 1 Participant’s Tranche 1 Percentage in such Existing Tranche 1 Letter of Credit, each substitute Existing Tranche 1 Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Tranche 1 Commitments of the Tranche 1 Lenders pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Existing Tranche 1 Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.08 to reflect the new Tranche 1 Percentages of the assigning and assignee Tranche 1 Lender.

(b)   In determining whether to pay under any Existing Tranche 1 Letter of Credit, no Original Lender shall have any obligation relative to the Tranche 1 Participants other than to determine that any documents required to be delivered under such Existing Tranche 1 Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Existing Tranche 1 Letter of Credit, which obligation, it is understood, is being performed by the Issuing Agent, and upon whom each Original Lender shall be entitled to rely. Any action taken or omitted to be taken by any Original Lender under or in connection with any Existing Tranche 1 Letter of Credit issued by it shall not create for such Original Lender any resulting liability to any Borrower, any Tranche 1 Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful

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misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(c)   In the event that any Original Lender makes any payment under any Existing Tranche 1 Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to each Original Lender pursuant to Section 2A.03(a), such Original Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Tranche 1 Participant of such failure, and each such Tranche 1 Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Original Lender, the amount of such Tranche 1 Participant’s Tranche 1 Percentage of such payment in Dollars and in same day funds. If the Administrative Agent so notifies any Tranche 1 Participant required to fund a payment under an Existing Tranche 1 Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Tranche 1 Participant shall make available to the Administrative Agent at the Payment Office for the account of the respective Original Lender such Tranche 1 Participant’s Tranche 1 Percentage of the amount of such payment on such Business Day in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Tranche 1 Participant shall make such payment on the immediately following Business Day). If and to the extent such Tranche 1 Participant shall not make its Tranche 1 Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Original Lender on the same Business Day, such Tranche 1 Participant agrees to pay to the Administrative Agent for the account of such Original Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Original Lender at the overnight Federal Funds Rate for the first three days from the date when due and at the interest rate applicable to Tranche 1 Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Tranche 1 Participant to make available to the Administrative Agent for the account of the respective Original Lender its Tranche 1 Percentage of any payment under any Existing Tranche 1 Letter of Credit issued by it shall not relieve any other Tranche 1 Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Original Lender its Tranche 1 Percentage of any payment under any such Tranche 1 Letter of Credit on the date required, as specified above, but no Tranche 1 Participant shall be responsible for the failure of any other Tranche 1 Participant to make available to the Administrative Agent for the account of such Original Lender such other Tranche 1 Participant’s Tranche 1 Percentage of any such payment.

(d)   Whenever any Original Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Original Lender any payments from the Tranche 1 Participants pursuant to Section 2A.08(c), such Original Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Tranche 1 Participant which has paid its Tranche 1 Percentage thereof, in Dollars and in same day funds, an amount equal to such Tranche 1 Participant’s Tranche 1 Percentage thereof.

(e)   The obligations of the Tranche 1 Participants to make payments to the Administrative Agent for the account of the respective Original Lender with respect to Existing Tranche 1 Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in

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accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

2A.09   Tranche 1 Fronted Letter of Credit Participations . In the case of Tranche 1 Fronted Letters of Credit:

(a)   The Issuing Lender irrevocably agrees to grant and hereby grants to each Lender participating in a Tranche 1 Fronted Letter of Credit (the “Tranche 1 Fronted Letter of Credit Participants”), and each such Tranche 1 Fronted Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Tranche 1 Fronted Letter of Credit Participant’s Tranche 1 Percentage in such Tranche 1 Fronted Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Tranche 1 Commitments of the Tranche 1 Lenders pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Tranche 1 Fronted Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.09 to reflect the new Tranche 1 Percentages of the assigning and assignee Tranche 1 Lender.

(b)   In determining whether to pay under any Tranche 1 Fronted Letter of Credit, no Issuing Lender shall have any obligation relative to the Tranche 1 Fronted Letter of Credit Participants other than to determine that any documents required to be delivered under such Tranche 1 Fronted Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Tranche 1 Fronted Letter of Credit. Any action taken or omitted to be taken by any Issuing Lender under or in connection with any

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Tranche 1 Fronted Letter of Credit issued by it shall not create for such Issuing Lender any resulting liability to any Borrower, any Tranche 1 Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(c)   In the event that any Issuing Lender makes any payment under any Tranche 1 Fronted Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to such Issuing Lender as and when required pursuant to Section 2A.03(a), such Issuing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Tranche 1 Fronted Letter of Credit Participant of such failure, and each such Tranche 1 Fronted Letter of Credit Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Lender, the amount of such Tranche 1 Fronted Letter of Credit Participant’s Tranche 1 Percentage of such payment in such currency denominated in such Tranche 1 Fronted Letter of Credit and in same day funds. If the Administrative Agent so notifies any Tranche 1 Fronted Letter of Credit Participant required to fund a payment under a Tranche 1 Fronted Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Tranche 1 Fronted Letter of Credit Participant shall make available to the Administrative Agent at the Payment Office for the account of the respective Issuing Lender such Tranche 1 Fronted Letter of Credit Participant’s Tranche 1 Percentage of the amount of such payment on such Business Day (or, in the case of an amount payable in an Optional Currency, the next Business Day or such later day as would be customary for interbank payments in such Optional Currency) in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Tranche 1 Fronted Letter of Credit Participant shall make such payment on the immediately following Business Day (or, in the case of an amount payable in an Optional Currency, the next Business Day or such later day as would be customary for interbank payments in such Optional Currency)). If and to the extent such Tranche 1 Fronted Letter of Credit Participant shall not make its Tranche 1 Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Issuing Lender on the same Business Day, such Tranche 1 Fronted Letter of Credit Participant agrees to pay to the Administrative Agent for the account of such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Lender at the overnight Federal Funds Rate for the first three days from the date when due and at the interest rate applicable to Tranche 1 Revolving Loans that are maintained as Base Rate Loans for each day thereafter (or, in the case of an amount in a currency other than Dollars, the customary rate for the settlement of interbank obligations in such currency plus, after such three days, the Applicable Margin for Eurodollar Loans). The failure of any Tranche 1 Fronted Letter of Credit Participant to make available to the Administrative Agent for the account of the respective Issuing Lender its Tranche 1 Percentage of any payment under any Tranche 1 Fronted Letter of Credit issued by it shall not relieve any other Tranche 1 Fronted Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Lender its Tranche 1 Percentage of any payment under any such Tranche 1 Fronted Letter of Credit on the date required, as specified above, but no Tranche 1 Fronted Letter of Credit Participant shall be responsible for the failure of any other Tranche 1 Fronted Letter of Credit Participant to make available to the Administrative Agent for the account of such Issuing Lender such other Tranche 1 Fronted Letter of Credit Participant’s Tranche 1 Percentage of any such payment.

(d)   Whenever any Issuing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Issuing Lender any payments from the Tranche 1 Fronted Letter of Credit Participants pursuant to Section 2A.09(c), such Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Tranche 1 Fronted Letter of Credit Participant which has paid its Tranche 1 Percentage thereof, in the same currency as such payment and in same day funds, an amount equal to such Tranche 1 Fronted Letter of Credit Participant’s Tranche 1 Percentage thereof.

(e)   The obligations of the Tranche 1 Participants to make payments to the Administrative Agent for the account of the respective Issuing Lender with respect to Tranche 1 Fronted Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

SECTION 2B.   Tranche 2 Letters of Credit .

2B.01   Tranche 2 Letters of Credit . (a) Subject to and upon the terms and conditions set forth herein, each Designated Subsidiary Borrower may request the Issuing Agent, at any time and from time to time after the Effective Date and prior to the date which is 30 days prior to the Commitment Expiration Date, to issue on behalf of the Tranche 2 Lenders, for the account of such Designated Subsidiary Borrower and in support of, on a standby basis, Letter of Credit Supportable Obligations and, subject to and upon the terms and conditions set forth herein, the Issuing Agent agrees to issue on behalf of the Tranche 2 Lenders at any time and from time to time after the Effective Date and prior to the date which is 30 days prior to the

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Commitment Expiration Date, one or more irrevocable standby letters of credit in such form as may be approved by the Issuing Agent (each such letter of credit, a “Tranche 2 Letter of Credit” and, collectively, the “Tranche 2 Letters of Credit”). Such Tranche 2 Letters of Credit shall be denominated, at the relevant Designated Subsidiary Borrower’s request, in Dollars or any Optional Currency, provided that, after giving effect to the issuance of any such Tranche 2 Letter of Credit denominated in any Optional Currency, the aggregate Stated Amount of all Tranche 2 Letters of Credit denominated in Optional Currencies (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 2 Letter of Credit) at such time and the Tranche 1 Letters of Credit denominated in Optional Currencies (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 2 Letter of Credit) at such time will not exceed the Aggregate Multicurrency Letter of Credit Limit. At the relevant Designated Subsidiary Borrower’s request, and notwithstanding any provisions in the first sentence of this Section 2B.01(a) to the contrary, any Tranche 2 Letter of Credit required to be issued pursuant to this Section 2B.01(a) shall be issued by an Issuing Lender as a Tranche 2 Fronted Letter of Credit in accordance with Section 2B.01(d), provided that, after giving effect to the issuance of any such Tranche 2 Fronted Letter of Credit, the aggregate Stated Amount of Tranche 2 Fronted Letters of Credit (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 2 Letter of Credit) at such time and Tranche 1 Fronted Letters of Credit (exclusive of Tranche 1 Unpaid Drawings which are repaid on the date of and prior to the issuance of the respective Tranche 2 Letter of Credit) at such time will not exceed the Fronted Letter of Credit Limit. At the Relevant Subsidiary Borrower’s request, Tranche 2 Fronted Letters of Credit issued pursuant to this Section 2B.01, including Tranche 2 Fronted Letters of Credit denominated in Optional Currencies, may be issued in the United Kingdom; such Tranche 2 Fronted Letters of Credit issued in the United Kingdom shall be governed by the laws of the England and Wales or, at the request of the applicable Designated Subsidiary Borrower, by the laws of other jurisdictions as agreed to between such Designated Subsidiary Borrower and the Issuing Lender. Notwithstanding the foregoing, neither the Issuing Agent nor any Issuing Lender shall be under any obligation to issue any Tranche 2 Letter of Credit if at the time of such issuance:

(b)   Notwithstanding anything to the contrary contained in this Section 2B.01 or elsewhere in this Agreement (i) no Tranche 2 Letter of Credit shall be issued the Stated Amount of which, when added to (x) the Tranche 2 Letter of Credit Outstandings (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Tranche 2 Letter of Credit) at such time and (y) the aggregate principal amount of all Tranche 2 Revolving Loans then outstanding, would exceed an amount equal to the Total Tranche 2 Commitment at such time; (ii) no Tranche 2 Letter of Credit shall be issued for the account of any Intermediate Holding Company the Stated Amount of which, when added to (x) the Tranche 2 Letter of Credit Outstandings in respect of outstanding Tranche 2 Letters of Credit issued for the account of all Intermediate Holding Companies (exclusive of Tranche 2 Unpaid Drawings in respect of Tranche 2 Letters of Credit issued for the account of Intermediate Holding Companies which are repaid on the date of, and prior to the issuance of, the respective Tranche 2 Letter of Credit) at such time and (y) the Tranche 1 Letter of Credit Outstandings (exclusive of Tranche 1 Unpaid Drawings in respect of Tranche 1 Letters of Credit issued for the account of Intermediate Holding Companies which are repaid on the date of and prior to the issuance of the respective Tranche 2 Letter of Credit) in respect of outstanding Tranche 1 Letters of Credit issued for the account of all Intermediate Holding Companies, exceeds $50,000,000; (iii) no Tranche 2 Letter of Credit for the account of any Borrower shall be issued the Stated Amount of which, when added to (x) the Tranche 2 Letter of Credit Outstandings applicable to such Borrower (exclusive of Tranche 2 Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Tranche 2 Letter of Credit) at such time and (y) the aggregate principal amount of all Tranche 2 Revolving Loans incurred by such Borrower and then outstanding, would exceed an amount equal to such Borrower’s Borrowing Base at such time; (iv) each Tranche 2 Letter of Credit shall have an expiry date occurring not later than one year after such Tranche 2 Letter of Credit’s date of issuance; provided that each such Tranche 2 Letter of Credit may by its terms automatically renew annually for one additional year unless the Issuing Agent or the relevant Issuing Lender, as the case may be, notifies the beneficiary thereof, in accordance with the terms of such Tranche 2 Letter of Credit, that such Tranche 2 Letter of Credit will not be renewed; (v) each Tranche 2 Letter of Credit shall be denominated in Dollars or in an Optional Currency, subject to the limitation in the proviso to the second sentence of Section 2B.01(a); and (vi) the Issuing Agent or the relevant Issuing Lender, as the case may be, will not issue any Tranche 2 Letter of Credit after the Issuing Agent has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as the Issuing Agent shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default by the Required Lenders (or, to the extent provided by Section 12.11, each of the Lenders).

(c)   Each Tranche 2 Non-Fronted Letter of Credit will be issued by the Issuing Agent on behalf of the Tranche 2 Lenders and each Tranche 2 Lender will participate in each Tranche 2 Non-Fronted Letter of Credit pro   rata in accordance with its Tranche 2 Percentage. The obligations of each Tranche 2 Lender under and in respect of each Tranche 2 Non-Fronted Letter of Credit are several, and the failure by any Tranche 2 Lender to perform its obligations

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hereunder or under any Tranche 2 Non-Fronted Letter of Credit shall not affect the obligations of the respective Designated Subsidiary Borrower toward any other party hereto nor shall any other such party be liable for the failure by such Tranche 2 Lender to perform its obligations hereunder or under any Tranche 2 Non-Fronted Letter of Credit.

(d)   Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2B.09, agrees to issue a Tranche 2 Fronted Letter of Credit requested by a Designated Subsidiary Borrower to the extent contemplated by Section 2B.01(a).

(e)   Subject to and on the terms and conditions set forth herein, the Issuing Agent or the relevant Issuing Lender, as the case may be, is hereby authorized by each Designated Subsidiary Borrower and the Tranche 2 Lenders to arrange for the issuance of any Tranche 2 Letter of Credit pursuant to Section 2B.01(a) and the amendment of any Letter of Credit pursuant to Section 1.13, Section 1.15, Section 2B.06 and/or Section 12.04(b) by:

(f)   Each Tranche 2 Non-Fronted Letter of Credit shall be executed and delivered by the Issuing Agent in the name and on behalf of, and as attorney-in-fact for, each Tranche 2 Lender party to such Tranche 2 Non-Fronted Letter of Credit, and the Issuing Agent shall act under each Tranche 2 Non-Fronted Letter of Credit, and each Tranche 2 Non-Fronted Letter of Credit shall expressly provide that the Issuing Agent shall act, as the agent of each Tranche 2 Lender to (a) receive drafts, other demands for payment and other documents presented by the beneficiary under such Tranche 2 Non-Fronted Letter of Credit, (b) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Tranche 2 Non-Fronted Letter of Credit and (c) notify such Tranche 2 Lender and such Designated Subsidiary Borrower that a valid drawing has been made and the date that the related

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Tranche 2 Unpaid Drawing is to be made; provided that the Issuing Agent shall have no obligation or liability for any Tranche 2 Unpaid Drawing under such Tranche 2 Non-Fronted Letter of Credit, and each Tranche 2 Non-Fronted Letter of Credit shall expressly so provide. Each Tranche 2 Lender hereby irrevocably appoints and designates the Issuing Agent its attorney-in-fact, acting through any duly authorized officer of the Issuing Agent, to execute and deliver in the name and on behalf of such Tranche 2 Lender each Tranche 2 Non-Fronted Letter of Credit to be issued by such Tranche 2 Lender hereunder. Promptly upon the request of the Issuing Agent, each Tranche 2 Lender will furnish to the Issuing Agent such powers of attorney or other evidence as any beneficiary of any Tranche 2 Non-Fronted Letter of Credit may reasonably request in order to demonstrate that the Issuing Agent has the power to act as attorney-in-fact for such Tranche 2 Lender to execute and deliver such Tranche 2 Non-Fronted Letter of Credit.

2B.02   Tranche 2 Letter of Credit Requests . (a) Whenever a Designated Subsidiary Borrower desires that a Tranche 2 Letter of Credit be issued, such Designated Subsidiary Borrower shall give the Administrative Agent and the Issuing Agent and, in the case of a Tranche 2 Fronted Letter of Credit, the relevant Issuing Lender, written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Agent or the relevant Issuing Lender, as the case may be) thereof prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 11:00 A.M. (New York time), and (ii) in the case of Tranche 2 Letters of Credit issued in the United Kingdom, 11:00 A.M. (London time), at least five Business Days (or such shorter period as may be acceptable to the Issuing Agent or the relevant Issuing Lender, as the case may be) prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit C-2 (each, a “Tranche 2 Letter of Credit Request”). Each Tranche 2 Letter of Credit Request shall include any other documents as the Issuing Agent or the relevant Issuing Lender, as the case may be, customarily requires in connection therewith.

(b)   The making of each Tranche 2 Letter of Credit Request shall be deemed to be a representation and warranty by the applicable Designated Subsidiary Borrower that such Tranche 2 Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2B.01(a) or (b).

(c)   Immediately prior to the issuance of any Tranche 2 Fronted Letter of Credit the relevant Issuing Lender shall notify the Administrative Agent and Issuing Agent thereof and shall obtain confirmation from the Issuing Agent that such Tranche 2 Fronted Letter of Credit may be issued. Upon its issuance of, or amendment to, any Tranche 2 Letter of Credit, the Issuing Agent shall promptly notify the respective Designated Subsidiary Borrower and the Tranche 2 Lenders of such issuance or amendment, which notice shall include a summary description of the Tranche 2 Letter of Credit actually issued and any amendments thereto. Each Issuing Lender shall also give prompt notice to the Issuing Agent of the termination or expiry of any Tranche 2 Fronted Letter of Credit issued by it.

2B.03   Agreement to Repay Tranche 2 Letter of Credit Drawings . (a)  Each Designated Subsidiary Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued

at the Payment Office, for any payment or disbursement made by it under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s account (each such amount so paid or disbursed until reimbursed, a “Tranche 2 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disbursed, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date such reimbursement is due).

(b)   Each Designated Subsidiary Borrower’s obligation under this Section 2B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided , however , that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision).

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(b)   In determining whether to pay under any Existing Tranche 2 Letter of Credit, no Original Lender shall have any obligation relative to the Tranche 2 Participants other than to determine that any documents required to be delivered under such Existing Tranche 2 Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Existing Tranche 2 Letter of Credit, which obligation, it is understood, is being performed by the Issuing Agent, and upon whom each Original Lender shall be entitled to rely. Any action taken or omitted to be taken by any Original Lender under or in connection with any Existing Tranche 2 Letter of Credit issued by it shall not create for such Original Lender any resulting liability to any Borrower, any Tranche 2 Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(c)   In the event that any Original Lender makes any payment under any Existing Tranche 2 Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to each Original Lender pursuant to Section 2B.03(a), such Original Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Tranche 2 Participant of such failure, and each such Tranche 2 Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Original Lender, the amount of such Tranche 2 Participant’s Tranche 2 Percentage of such payment in Dollars and in same day funds. If the Administrative Agent so notifies any Tranche 2 Participant required to fund a payment under an Existing Tranche 2 Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Tranche 2 Participant shall make available to the Administrative Agent at the Payment Office for the account of the respective Original Lender such Tranche 2 Participant’s Tranche 2 Percentage of the amount of such payment on such Business Day in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Tranche 2 Participant shall make such payment on the immediately following Business Day). If and to the extent such Tranche 2 Participant shall not make its Tranche 2 Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Original Lender on the same Business Day, such Tranche 2 Participant agrees to pay to the Administrative Agent for the account of such Original Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Original Lender at the overnight Federal Funds Rate for the first three days from the date when due and at the interest rate applicable to Tranche 2 Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Tranche 2 Participant to make available to the Administrative Agent for the account of the respective Original Lender its Tranche 2 Percentage of any payment under any Existing Tranche 2 Letter of Credit issued by

it shall not relieve any other Tranche 2 Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Original Lender its Tranche 2 Percentage of any payment under any such Tranche 2 Letter of Credit on the date required, as specified above, but no Tranche 2 Participant shall be responsible for the failure of any other Tranche 2 Participant to make available to the Administrative Agent for the account of such Original Lender such other Tranche 2 Participant’s Tranche 2 Percentage of any such payment.

(d)   Whenever any Original Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Original Lender any payments from the Tranche 2 Participants pursuant to Section 2B.08(c), such Original Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Tranche 2 Participant which has paid its Tranche 2 Percentage thereof, in Dollars and in same day funds, an amount equal to such Tranche 2 Participant’s Tranche 2 Percentage thereof.

(e)   The obligations of the Tranche 2 Participants to make payments to the Administrative Agent for the account of the respective Original Lender with respect to Existing Tranche 2 Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(i)   any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

(ii)   the existence of any claim, set-off, defense or other right which the Parent Borrower or any of its Subsidiaries may have at any time against a beneficiary named in an Existing Tranche 2 Letter of Credit, any transferee of any Existing Tranche 2 Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Original Lender, or other Person, whether in connection with this Agreement, any Existing Tranche 2 Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Parent Borrower or any of its Subsidiaries and the beneficiary named in any such Existing Tranche 2 Letter of Credit);

(iii)   any draft, certificate or other document presented under the Existing Tranche 2 Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)   the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

(v)   the occurrence of any Default or Event of Default.

(a)   The Issuing Lender irrevocably agrees to grant and hereby grants to each Lender participating in a Tranche 2 Fronted Letter of Credit (the “Tranche 2 Fronted Letter of Credit Participants”), and each such Tranche 2 Fronted Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Tranche 2 Fronted Letter of Credit Participant’s Tranche 2 Percentage in such Tranche 2 Fronted Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Tranche 2 Commitments of the Tranche 2 Lenders pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Tranche 2 Fronted Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2A.09 to reflect the new Tranche 2 Percentages of the assigning and assignee Tranche 2 Lender.

(b)   In determining whether to pay under any Tranche 2 Fronted Letter of Credit, no Issuing Lender shall have any obligation relative to the Tranche 2 Fronted Letter of Credit Participants other than to determine that any documents required to be delivered under such Tranche 2 Fronted Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Tranche 2 Fronted Letter of Credit. Any action taken or omitted to be taken by any Issuing Lender under or in connection with any Tranche 2 Fronted Letter of Credit issued by it shall not create for such Issuing Lender any resulting liability to any Borrower, any Tranche 2 Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(c)   In the event that any Issuing Lender makes any payment under any Tranche 2 Fronted Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to such Issuing Lender as and when required pursuant to Section 2A.03(a), such Issuing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Tranche 2 Fronted Letter of Credit Participant of such failure, and each such Tranche 2 Fronted Letter of Credit Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Lender, the amount of such Tranche 2 Fronted Letter of Credit Participant’s Tranche 2 Percentage of such payment in such currency denominated in such Tranche 2 Fronted Letter of Credit and in same day funds. If the Administrative Agent so notifies any Tranche 2 Fronted Letter of Credit Participant required to fund a payment under a Tranche 2 Fronted Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Tranche 2 Fronted Letter of Credit Participant shall make available to the Administrative Agent at the Payment Office for the account of the respective Issuing Lender such Tranche 2 Fronted Letter of Credit Participant’s Tranche 2 Percentage of the amount of such payment on such Business Day (or, in the case of an amount payable in an Optional Currency, the next Business Day or such later day as would be customary for interbank payments in such Optional Currency) in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Tranche 2 Fronted Letter of Credit Participant shall make such payment on the immediately following Business Day (or, in the case of an amount payable in an Optional Currency, the next Business Day or such later day as would be customary for interbank payments in such Optional Currency)). If and to the extent such Tranche 2 Fronted Letter of Credit Participant shall not make its Tranche 2

Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Issuing Lender on the same Business Day, such Tranche 2 Fronted Letter of Credit Participant agrees to pay to the Administrative Agent for the account of such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Lender at the overnight Federal Funds Rate for the first three days from the date when due and at the interest rate applicable to Tranche 2 Revolving Loans that are maintained as Base Rate Loans for each day thereafter (or, in the case of an amount in a currency other than Dollars, the customary rate for the settlement of interbank obligations in such currency plus, after such three days, the Applicable Margin for Eurodollar Loans). The failure of any Tranche 2 Fronted Letter of Credit Participant to make available to the Administrative Agent for the account of the respective Issuing Lender its Tranche 2 Percentage of any payment under any Tranche 2 Fronted Letter of Credit issued by it shall not relieve any other Tranche 2 Fronted Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Lender its Tranche 2 Percentage of any payment under any such Tranche 2 Fronted Letter of Credit on the date required, as specified above, but no Tranche 2 Fronted Letter of Credit Participant shall be responsible for the failure of any other Tranche 2 Fronted Letter of Credit Participant to make available to the Administrative Agent for the account of such Issuing Lender such other Tranche 2 Fronted Letter of Credit Participant’s Tranche 2 Percentage of any such payment.

(d)   Whenever any Issuing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Issuing Lender any payments from the Tranche 2 Fronted Letter of Credit Participants pursuant to Section 2B.09(c), such Issuing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Tranche 2 Fronted Letter of Credit Participant which has paid its Tranche 2 Percentage thereof, in the same currency as such payment and in same day funds, an amount equal to such Tranche 2 Fronted Letter of Credit Participant’s Tranche 2 Percentage thereof.

(e)   The obligations of the Tranche 2 Participants to make payments to the Administrative Agent for the account of the respective Issuing Lender with respect to Tranche 2 Fronted Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(i)   any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

(ii)   the existence of any claim, set-off, defense or other right which the Parent Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Tranche 2 Fronted Letter of Credit, any transferee of any Tranche 2 Fronted Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Lender, or other Person, whether in connection with this Agreement, any Tranche 2 Fronted Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Parent Borrower

or any of its Subsidiaries and the beneficiary named in any such Tranche 2 Fronted Letter of Credit);

(iii)   any draft, certificate or other document presented under the Tranche 2 Fronted Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)   the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

(v)   the occurrence of any Default or Event of Default.

SECTION 3.     Fees; Commitments

3.01   Fees . (a) The Parent Borrower agrees to pay the Administrative Agent a facility fee (the “Tranche 1 Facility Fee”) for the account of the Tranche 1 Lenders pro rata on the basis of (i) prior to the earlier of the date the Total Tranche 1 Commitment terminates and the Commitment Expiration Date, their respective Tranche 1 Commitments and (ii) on or after the earlier of the date the Total Tranche 1 Commitment terminates and the Commitment Expiration Date, their respective Tranche 1 Percentages of Tranche 1 Letter of Credit Outstandings at such time, in each case for the period from and including the Effective Date to but not including the Final Maturity Date, computed at a per annum rate equal to the Applicable Margin for Facility Fees of (x) in the case of clause (i) of this Section 3.01(a), the Total Tranche 1 Commitment (as in effect from time to time) (regardless of utilization) and (y) in the case of clause (ii) of this Section 3.01(a), the Tranche 1 Letter of Credit Outstandings at such time. Accrued Tranche 1 Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter and on the Final Maturity Date and, with respect to any Tranche 1 Facility Fee owing to any Tranche 1 Lender who is replaced pursuant to Section 1.13, on the date on which such Tranche 1 Lender is replaced.

(b)   The Parent Borrower agrees to pay the Administrative Agent a facility fee (the “Tranche 2 Facility Fee”) for the account of the Tranche 2 Lenders pro rata on the basis of (i) prior to the earlier of the date the Total Tranche 2 Commitment terminates and the Commitment Expiration Date, their respective Tranche 2 Commitments and (ii) on or after the earlier of the date the Total Tranche 2 Commitment terminates and the Commitment Expiration Date, their respective Tranche 2 Percentage of Tranche 2 Letter of Credit Outstandings at such time, in each case for the period from and including the Effective Date to but not including the Final Maturity Date, computed at a per annum rate equal to the Applicable Margin for Facility Fees of (x) in the case of clause (i) of this Section 3.01(b), the Total Tranche 2 Commitment (as in effect from time to time) (regardless of utilization) and (y) in the case of clause (ii) of this Section 3.01(b), the Tranche 2 Letter of Credit Outstandings at such time. Accrued Tranche 2 Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter and on the Final Maturity Date and, with respect to any Tranche 2 Facility Fee owing to any Tranche 2 Lender who is replaced pursuant to Section 1.13, on the date on which such Tranche 2 Lender is replaced.

(c)   The Parent Borrower agrees to pay to the Administrative Agent a utilization fee (the “Tranche 1 Utilization Fee”) for the account of the Tranche 1 Lenders pro rata on the basis of their respective Tranche 1 Revolving Loans then outstanding for the period from and including the Effective Date to but not including the earlier of the date the Total Tranche 1 Commitment terminates and the Commitment Expiration Date, computed at a rate per annum equal to the Applicable Margin for Utilization Fees of the aggregate outstanding amount of Tranche 1 Revolving Loans at any time when the aggregate outstanding amount of Revolving Loans incurred by all Borrowers is greater than 50% of the Total Commitment (as in effect from time to time). Accrued Tranche 1 Utilization Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter and on the earlier of the date the Total Tranche 1 Commitment terminates and the Commitment Expiration Date and, with respect to any Tranche 1 Utilization Fee owing to any Tranche 1 Lender who is replaced pursuant to Section 1.13, on the date on which such Tranche 1 Lender is replaced.

(d)   The Parent Borrower agrees to pay to the Administrative Agent a utilization fee (the “Tranche 2 Utilization Fee”) for the account of the Tranche 2 Lenders pro rata on the basis of their respective Tranche 2 Revolving Loans then outstanding for the period from and including the Effective Date to but not including the earlier of the date the Total Tranche 2 Commitment terminates and the Commitment Expiration Date, computed at a rate per annum equal to the Applicable Margin for Utilization Fees of the aggregate outstanding amount of Tranche 2 Revolving Loans at any time when the aggregate outstanding amount of Revolving Loans incurred by all Borrowers is greater than 50% of the Total Commitment (as in effect from time to time). Accrued Tranche 2 Utilization Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter and on the earlier of the date the Total Tranche 2 Commitment terminates and the Commitment Expiration Date and, with respect to any Tranche 2 Utilization Fee owing to any Tranche 2 Lender who is replaced pursuant to Section 1.13, on the date on which such Tranche 2 Lender is replaced.

(e)   The Parent Borrower agrees to pay to the Administrative Agent for pro rata distribution to each Tranche 1 Lender (based on their r