AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement, dated as of October 9, 2009, (this " Amendment "), is entered into by HELIX ENERGY SOLUTIONS GROUP, INC. , a Minnesota corporation (the " Borrower "), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A. , as Administrative Agent (in such capacity, the " Administrative Agent "), Swing Line Lender and L/C Issuer.

Reference is made to the Credit Agreement dated as of July 3, 2006 (as modified from time to time, the " Credit Agreement "), among the Borrower, the lenders from time to time party thereto (collectively, the " Lenders " and individually, a " Lender "), and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, on the terms and conditions set forth herein, to make certain amendments to the Credit Agreement.

In addition, the Borrower has requested, and certain of the Revolving Credit Lenders have agreed, to extend the expiration of all or a portion of their Revolving Credit Commitments.

THEREFORE , in connection with the foregoing and for other good and valuable consideration, the Borrower, the Lenders, and the Administrative Agent hereby agree as follows:

Section 1.   Definitions; References .  Unless otherwise defined in this Amendment, each term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2.   Amendment of Credit Agreement- General .

(a)   Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

" Caesar " means the Vanuatu-flagged vessel named "Caesar" with official number 1667.

" Second Amendment " means Amendment No. 2 to the Credit Agreement dated as of October 9, 2009 among the Borrower, the Lenders party thereto, the Administrative Agent, the Swing Line Lender and the L/C Issuer.

" Second Amendment Effective Date " means October 9, 2009.

(b)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Defaulting Lender " in its entirety with the following:

" Defaulting Lender " means any Lender that (a) has failed to fund any portion of the Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) the Administrative Agent or Issuing Bank believes in good faith has defaulted in fulfilling its obligations under other syndicated credit facilities generally and fails, within ten Business Days after written request by the Administrative Agent, to confirm unconditionally in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (or participations in respect of Letters of Credit or Swing Line Loans), (c) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (d) has, or any Controlling entity of which has, been deemed insolvent or become the subject of a bankruptcy, insolvency, receivership, or similar proceeding; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or direct or indirect parent company thereof by a Governmental Authority..

(c)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Security Documents " in its entirety with the following:

" Security Documents " means the Security Agreement, the Mortgages, the Foreign Pledge Agreements, the Consent and Agreements, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and shall expressly include any arrangements entered into by an L/C Issuer with the Borrower pursuant to Section 2.03(a)(iii)(F) .

(d)   Section 2.06(b)(ii) of the Credit Agreement is hereby amended by replacing the introductory clause of such Section in its entirety with the following:

(ii)           subject to Section 2.06(e) , the Borrower shall prepay the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d) ; provided , however that at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds (other than the Net Cash Proceeds of any Asset Disposition or series of Asset Dispositions pursuant to Section 7.05(q) , which shall be subject to the minimum prepayment requirements specified in Section 2.06(d) ) if such reinvestment complies with the following requirements:

(e)   Section 2.06(d) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(d)           Each prepayment of Loans pursuant to the foregoing provisions of Section 2.06 shall, except as provided in the succeeding sentence, be applied, first , to the prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below.  Each prepayment of Loans with Net Cash Proceeds received pursuant to Section 7.05(q) from a Disposition of Oil and Gas Properties or the Caesar shall be applied as follows: (i) 60% of such Net Cash Proceeds shall be applied, first, to the prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below, and then (ii) the remaining 40% of such Net Cash Proceeds shall be applied in accordance with Section 2.06(b) .  Any prepayment of a Loan pursuant to this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 .  The amount of each prepayment of the Term Loans pursuant to this Section 2.06 shall be applied ratably to the then remaining installments of the Term Loans.

(f)   Section 7.02(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(g)           Investments in joint ventures, if each of the following conditions is satisfied: (i) immediately before and after giving effect to such Investment, no Default shall have occurred and be continuing, (ii) the aggregate amount of each such Investment shall not exceed $150,000,000, and (iii) the aggregate amount of all such Investments, net of the aggregate amount of consideration received from the Dispositions of all Investments theretofore made pursuant to this Section 7.02(g) , shall not exceed $250,000,000 on a cumulative basis since the Closing Date; provided , however, that in calculating the foregoing limitations, any contribution of the Caesar to a joint venture shall not be included;

(g)   Section 7.02 of the Credit Agreement is hereby further amended by replacing the last sentence of such Section in its entirety with the following:

Notwithstanding anything in this Section 7.02 or elsewhere in this Agreement to the contrary, in no event shall aggregate Investments in all Subsidiaries that are neither Loan Parties nor Foreign Subsidiaries whose Equity Interests are pledged pursuant to a Foreign Pledge Agreement, including Investments as a results of Acquisitions, exceed $150,000,000.

(h)   Section 7.05(c) of the Credit Agreement is hereby amended by replacing the phrase " provided that if the transferor of such property is a Guarantor" in its entirety with the following:

provided that if the transferor of such property is the Borrower or a Guarantor

(i)   Section 7.05(l) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(l)           Dispositions of assets, except for Collateral (other than the Caesar), constituting non-cash contributions to a joint venture to the extent such Investment is permitted pursuant to Section 7.02(g) or consists of the Caesar (for the purpose of determining compliance with the limitations of such Section, the assets shall be valued at the value attributed thereto in the applicable joint venture agreement or, if greater, fair market value);

(j)   Section 7.05(p) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Dispositions of vessels, remotely operated vehicles and trenchers, and joint ventures interests by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 ; provided that (i) no Person may Dispose of Equity Interests of Subsidiaries pursuant to this clause (p), (ii) at the time of such Disposition, no Default shall exist or would result from such Disposition, (iii) no less than 80% of the consideration received for any such asset shall be in the form of cash (which, solely for purposes of this clause (p), shall be deemed to include any liabilities, as shown on the Borrower's most recent consolidated balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Guaranty thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Subsidiary from further liability), and (iv) the fair market value of all property Disposed of in reliance on this clause (p) in any fiscal year shall not exceed the following respective amounts for the following types of property:  (A) $50,000,000 in the case of vessels (exclusive of, following the New Dive IPO, vessels owned by New Dive or any of its Subsidiaries), (B) $10,000,000 in the case of remotely operated vehicles and trenchers (exclusive of, following the New Dive IPO, remotely operated vehicles and trenchers of New Dive or any of its Subsidiaries), and (C) $250,000,000, calculated based on the Borrower's or applicable Subsidiary's investment basis in the interests Disposed of, in the case of joint venture interests (exclusive of (y) joint venture interests in any Person of which the Borrower owns (directly or indirectly, prior to such Disposition) 20% or less of the outstanding Equity Interests and (z) following the New Dive IPO, joint venture interests of New Dive or any of its Subsidiaries).

(k)   Section 7.05 of the Credit Agreement is hereby further amended by inserting the following clause (q) in appropriate alphabetical order:

(q)           Dispositions of Oil and Gas Properties and the Caesar not otherwise permitted under this Section 7.05 ; provided , that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) except as otherwise specifically provided below, no less than 80% of the consideration received for any such asset shall be in the form of cash (which, solely for purposes of this clause (q), shall be deemed to include any liabilities, as shown on the Borrower's most recent consolidated balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Guaranty thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Subsidiary from further liability), and (iii) 100% of the Net Cash Proceeds of any such Disposition shall be applied to the prepayment of the Loans in accordance with Section 2.06(d) .  For the avoidance of doubt, in the case of Oil and Gas Properties such 80% cash consideration requirement shall be determined based on the value of the applicable property after giving effect to the Decommissioning Liabilities properly attributable thereto.  With respect to farmouts of proved undeveloped Oil and Gas Properties pursuant to this clause (q), the Borrower or applicable Subsidiary shall not be required to obtain at least 80% of the total consideration therefor in the form of cash, and may farmout such properties in exchange for the Borrower's or applicable Subsidiary's portion of the development costs of the applicable property;

provided , however , that any Disposition pursuant to clauses (a) through (g), (j)(ii), (k), (m), (n), (p) and (q) shall be for fair market value.

For purposes of determining compliance with this Section 7.05 , the fair market value of any property Disposed of for consideration not consisting entirely of cash shall be the sum of the cash portion of the consideration, if any, and the fair market value of the non-cash portion of the consideration, as reasonably determined by the Borrower in good faith.

(l)   Section 7.06(c) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(c)           so long as no Default shall have occurred and be continuing (i) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it in exchange for, or with the proceeds received from the substantially concurrent issue of, new shares of its common stock or other common Equity Interests and (ii) upon prepayment by the Borrower of the Term Loans by an amount equal to at least $100,000,000 since the Second Amendment Effective Date, the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it provided that with respect to this clause (ii) the aggregate price paid for all such purchased, redeemed, or otherwise acquired Equity Interests after the Second Amendment Effective Date may not exceed, on a cumulative basis since the Second Amendment Effective Date, (x) $25,000,000 if the aggregate amount of the Term Loans prepaid since the Second Amendment Effective Date is equal to or greater than $100,000,000 but less than $200,000,000, and (y) $50,000,000 if the aggregate amount of the Term Loans prepaid since the Second Amendment Effective Date is equal to or greater than $200,000,000;

Section 3.   Amendment of Credit Agreement- Extension .

(a)   Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

" Consenting Lender " means each Revolving Credit Lender that has executed the Second Amendment by 4:00 p.m. (Central) on October 2, 2009.

" Extended Availability Period " means, in respect of the portion of the Revolving Credit Facility comprised of Extended Revolving Credit Commitments, the period from and including the Closing Date to the earliest of (a) the Extended Revolving Credit Maturity Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.07 , and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02 .

" Extended Revolving Credit Commitment " means any Revolving Credit Commitment which terminates on the Extended Revolving Credit Maturity Date (or earlier termination of the Extended Availability Period).

" Extended Revolving Credit Maturity Date " means November 30, 2012.

" Extending Revolving Credit Lender " means, at any time, any Lender to the extent it has an Extended Revolving Credit Commitment at such time.   Schedule 2.01 to the Second Amendment sets forth the Extending Revolving Credit Lenders as of the Second Amendment Effective Date, under the heading "Extending Revolving Credit Lenders".

" Non-Extended Revolving Credit Commitment " means any Revolving Credit Commitment which terminates on the Revolving Credit Maturity Date (or earlier termination of the Availability Period).

" Non-Extending Revolving Credit Lender " means, at any time, any Lender to the extent it has a Non-Extending Revolving Credit Commitment at such time.   Schedule 2.01 to the Second Amendment sets forth the Non-Extending Revolving Credit Lenders as of the Second Amendment Effective Date, under the heading "Non-Extending Revolving Credit Lenders".

(b)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Applicable Margin " in its entirety with the following:

" Applicable Margin " means, from time to time, the following percentages per annum, based, in the case of Revolving Credit Loans and Letter of Credit Fees, upon the Consolidated Leverage Ratio and status of the applicable Revolving Credit Lender as an Extending Revolving Credit Lender or Non-Extending Revolving Credit Lender, as set forth below:

For the avoidance of doubt, to the extent a Revolving Credit Lender has both an Extended Revolving Credit Commitment and a Non-Extended Revolving Credit Commitment, the foregoing Applicable Margins shall apply ratably to the Obligations owing to such Lender in proportion to the percentage of the Extended Revolving Credit Commitment and Non-Extended Revolving Credit Commitment, respectively, comprising such Lender's Revolving Credit Commitment.

Initially, the Applicable Margin for Revolving Credit Loans and Letter of Credit Fees shall be determined based upon the Consolidated Leverage Ratio specified in the certificate delivered pursuant to Section 4.01(a)(ix) .  Thereafter, any increase or decrease in the Applicable Margin for Revolving Credit Loans and Letter of Credit Fees resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate indicating such change is delivered pursuant to Section 6.02(a) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 6, in the case of Non-Extending Revolving Credit Lenders, and Pricing Level 5 in the case of Extending Revolving Credit Lenders, shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such Compliance Certificate is delivered to the Administrative Agent.

(c)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Applicable Percentage " in its entirety with the following:

" Applicable Percentage " means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender's Term Commitment at such time and (ii) thereafter, the principal amount of such Term Lender's Term Loans at such time and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender's Revolving Credit Commitment at such time.  If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments; provided , that after the Revolving Credit Commitment of any Non-Extending Revolving Credit Lender shall have expired or terminated (other than pursuant to Section 8.02 hereof) and all Obligations owed to such Non-Extending Revolving Credit Lender have been paid in full, or shall have been reduced in accordance with Section 2.07 (i) the Applicable Percentage of such Non-Extending Revolving Credit Lender for purposes of Section 10.04(c) hereof shall be its Applicable Percentage immediately prior to such date, and (ii) the Applicable Percentages of the Extending Revolving Credit Lenders (and any unfunded risk participations based thereon) shall automatically be appropriately adjusted for all other purposes to reflect the termination or reduction, as applicable of the Revolving Credit Commitments of the Non-Extending Revolving Credit Lenders.  The Applicable Percentage of each Lender in respect of each Facility as of the Second Amendment Effective Date is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

(d)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Availability Period " in its entirety with the following:

" Availability Period " means, in respect of the portion of the Revolving Credit Facility comprised of Non-Extended Revolving Credit Commitments, the period from and including the Closing Date to the earliest of (a) the Revolving Credit Maturity Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.07 , and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02 .

(e)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Interest Payment Date " in its entirety with the following:

" Interest Payment Date " means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Revolving Credit Maturity Date, Extended Revolving Credit Maturity Date, or Term Loan Maturity Date, as applicable; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Revolving Credit Maturity Date, Extended Revolving Credit Maturity Date, or Term Loan Maturity Date, as applicable.

(f)   Section 1.01 of the Credit Agreement is hereby amended by replacing clause (iii) of the definition of " Interest Period " in its entirety with the following:

(iii)           no Interest Period applicable to a Revolving Credit Loan shall extend beyond, initially, the Revolving Credit Maturity Date, and thereafter, the Extended Revolving Credit Maturity Date, as applicable; and

(g)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Letter of Credit Expiration Date " in its entirety with the following:

" Letter of Credit Expiration Date " means the day that is seven days prior to the Extended Revolving Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

(h)   Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of " Letter of Credit Sublimit " in its entirety with the following:

" Letter of Credit Sublimit " means an amount equal to the Revolving Credit Facility and shall be automatically reduced upon (and in an amount equal to) the reduction of the Revolving Credit Facility on the Revolving Credit Maturity Date.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

(i)   Section 2.01(a) of the Credit Agreement is hereby amended by replacing the Section in its entirety with the following:

(a)            The Revolving Credit Borrowings .  Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a " Revolving Credit Loan ") to the Borrower from time to time, on any Business Day during the Availability Period, in the case of each Non-Extending Revolving Credit Lender, or Extended Availability Period, in the case of each Extending Revolving Credit Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Credit Lender's Commitment; provided , however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender's Revolving Credit Commitment.  Within the limits of each Lender's Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Sections 2.05 and 2.06 , and reborrow under this Section 2.01(a) .  Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(j)   Section 2.03(a)(ii) of the Credit Agreement is hereby amended by replacing clause (A) of such Section in its entirety with the following:

(A)           the expiry date of such requested Letter of Credit would occur after the Revolving Credit Maturity Date, and the amount of such requested Letter of Credit, together with the amounts of all other outstanding Letters of Credit with expiry dates occurring after the Revolving Credit Maturity Date, would exceed the Extended Revolving Credit Commitments.

(k)   Section 2.03(i) of the Credit Agreement is hereby amended by replacing the third sentence of such Section in its entirety with the following:

Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.

(l)   Section 2.04(a) of the Credit Agreement is hereby amended by replacing the first sentence of such Section in its entirety with the following:

Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , to make loans (each such loan, a " Swing Line Loan ") to the Borrower from time to time on any Business Day during the Extended Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Revolving Credit Commitment; provided , however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender's Revolving Credit Commitment, and provided , further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.

(m)   Section 2.06(a) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(a)           If at any time the Total Revolving Credit Outstandings exceed the Revolving Credit Facility, including without limitation upon the occurrence of the Revolving Credit Maturity Date, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excess; provided , however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(a) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.  In addition, on the Revolving Credit Maturity Date, the Borrower shall prepay any Revolving Credit Loans outstanding on such date, together with all accrued interest thereon and any additional amounts required by Section 3.05 , to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

(n)   Section 2.07(a) of the Credit Agreement is hereby amended by inserting the following proviso at the end of the second to last sentence of such Section:

; provided , however, that any reduction of the Revolving Credit Commitments under this Section within 90 days of the Revolving Credit Maturity Date which do not involve concurrent prepayments shall first be applied ratably to the Non-Extended Revolving Credit Commitments and after such Commitments have been terminated in full, shall be applied ratably to the Extended Revolving Credit Commitments

(o)   Sections 2.08(a) and (b) of the Credit Agreement are hereby amended by replacing such Sections in their entirety with the following:

(a)           The Borrower shall repay to (i) the Non-Extending Revolving Credit Lenders on the Revolving Credit Maturity Date the aggregate principal amount of the Revolving Credit Loans made by the Non-Extending Revolving Credit Lenders outstanding on such date, and (ii) the Extending Revolving Credit Lenders on the Extended Revolving Credit Maturity Date the aggregate principal amount of the Revolving Credit Loans made by the Extending Revolving Credit Lenders outstanding on such date.

(b)           The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five Business Days after such Loan is made and (ii) the Extended Revolving Credit Maturity Date.

(p)   Section 2.10(a) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(a)            Commitment Fee .   The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee equal to the Applicable Margin times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations.  The commitment fee shall accrue at all times during the Availability Period and the Extended Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period and the Extended Availability Period.  The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

(q)   Section 2.15(a) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

(a)            Request for Increase .  Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may from time to time, request an increase in the Revolving Credit Facility by an amount that will not