Exhibit 4.1

Execution Version

CREDIT AGREEMENT

Dated as of

September 28, 2007

Among

TRANSOCEAN INC.,
as Borrower,

THE LENDERS PARTIES HERETO,

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent,

LEHMAN COMMERCIAL PAPER INC.,
as Syndication Agent,

CITIBANK, N.A.,

CALYON CORPORATE AND INVESTMENT BANK

and

JPMORGAN CHASE BANK, N.A.,

as Co-Documentation Agents

GOLDMAN SACHS CREDIT PARTNERS L.P. ,
and
LEHMAN BROTHERS INC. ,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT , dated as of September 28, 2007, among TRANSOCEAN INC., an exempted company incorporated under the laws of the Cayman Islands, the lenders from time to time parties hereto (each a “ Lender ” and collectively, the “ Lenders ”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as administrative agent for the Lenders, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, CITIBANK, N.A., CALYON CORPORATE AND INVESTMENT BANK and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents, and GSCP and LEHMAN BROTHERS INC., as Joint Lead Arrangers and Joint Bookrunners (in such capacities, the “ Arrangers ”).

WITNESSETH:

                WHEREAS, the Borrower and GlobalSantaFe Corporation, an exempted company incorporated under the laws of the Cayman Islands (“ GSF ”), are parties to the Merger Agreement pursuant to which GSF and Transocean Worldwide Inc., a wholly-owned Subsidiary of the Borrower (“ Merger Sub ”), intend to merge together by way of scheme of arrangement qualifying as an amalgamation (the “ Merger ”) with Merger Sub as the surviving entity following the Merger;

                WHEREAS, immediately prior to the Merger and in connection with a reclassification of the Borrower’s existing issued and outstanding ordinary shares pursuant to a scheme of arrangement in accordance with the terms of the Merger Agreement (the “ Reclassification ”), each existing issued and outstanding ordinary share of the Borrower will be reclassified as, and converted into (subject to adjustment as provided in the Merger Agreement), 0.6996 ordinary shares of the Borrower and $33.03 in cash (such cash, in the aggregate for all such ordinary shares, the “ Borrower Cash Consideration ”) and in connection with the Merger, existing shareholders of GSF will receive ordinary shares of the Borrower (after giving effect to the Reclassification) and certain cash consideration (the “ GSF Cash Consideration ” and, together with the Borrower Cash Consideration, the “ Merger Cash Consideration ”);

WHEREAS, the Borrower has requested that the Lenders extend in its favor term loans in the aggregate principal amount of $15,000,000,000, the proceeds of which will be used  to finance the Merger Cash Consideration and to pay costs, fees and expenses incurred in connection with the Transactions; and

WHEREAS, the Lenders are willing to make such term loans available to the Borrower on the terms and subject to the conditions and requirements hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE 1.                                                      DEFINITIONS; INTERPRETATION.

Section 1.1.            Definitions .  Unless otherwise defined herein, including the preamble, recitals, exhibits and schedules hereto, the following terms shall have the following meanings, which meanings shall be equally applicable to both the singular and plural forms of such terms:

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“ Adjusted LIBOR ” means, for any Borrowing of Eurocurrency Loans for any Interest Period, a rate per annum determined in accordance with the following formula (and rounded upward to the next whole multiple of 1/100 of 1%):

“ Administrative Agent ” means GSCP, acting in its capacity as administrative agent for the Lenders, and any successor Administrative Agent appointed hereunder pursuant to Section 9.7.

“ Administrative Agent’s Principal Office ” means the Administrative Agent’s address as set forth in Section 10.7, or such other office or office of a third party or sub-agent, as appropriate, as the Administrative Agent may from time to time designate in writing to the Borrower and each  Lender.

“ Administrative Questionnaire ” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

“ Agents ” means the Administrative Agent, the Syndication Agent and each Arranger, collectively.

“ Agreement ” means this Credit Agreement, and all schedules and exhibits thereto, in each case as the same may be amended, restated and supplemented from time to time.

“ Angola Debt ” means the Indebtedness described under the heading “Angola Debt” on Schedule 5.15 hereto, which Indebtedness shall be used to finance the construction and mobilization of a drill ship intended to operate in Angola.

“ Applicable Margin ” means, for any day, at such times as a rating (either express or implied) by S&P and Moody’s is in effect on the Borrower’s non-credit enhanced senior unsecured long-term debt, the percentage per annum set forth opposite such debt rating:

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The Applicable Margin will be determined based upon the highest rating issued by S&P and Moody’s.  If such highest ratings differ (i) by one rating, the higher of such ratings will apply to determine the Applicable Margin, (ii) by two ratings, the rating which falls between such ratings will apply to determine the Applicable Margin, or (iii) by more than two ratings, the rating which is one level above the lower of such highest rating will apply to determine the Applicable Margin.  If only one such rating is issued by S&P or Moody’s, the Applicable Margin will be determined by such rating.  The Borrower shall give written notice to the Administrative Agent of any changes to such ratings, within three (3) Business Days thereof, and any change to the Applicable Margin shall be effective on the date of the relevant change.  Notwithstanding the foregoing, if the Borrower shall at any time fail to have in effect any such rating on the Borrower’s non-credit enhanced senior unsecured long-term debt, the Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such rating first ceases to be in effect, a corporate credit rating or a bank loan rating from Moody’s and/or S&P (or if neither Moody’s nor S&P issues such types of ratings or ratings comparable thereto, from another nationally recognized rating agency approved by each of the Borrower and the Administrative Agent), and the Applicable Margin shall thereafter be based on such ratings in the same manner as provided herein with respect to the Borrower’s senior unsecured long-term debt rating (with the Applicable Margin in effect prior to the issuance of such corporate credit rating or bank loan rating being the same as the Applicable Margin in effect at the time the senior unsecured long-term debt rating ceases to be in effect).

“ Approved Electronic Communications ” means any notice, demand, communication, information, document or other material that the Borrower provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communications pursuant to Section 10.7(b).

“ Arrangers” has the meaning assigned to such term in the preamble.

“ Asset Sale ” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than the Borrower or any of its Subsidiaries), in one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the equity interests of any of the Borrower’s Subsidiaries, in each case after the Closing Date, other than (i) inventory (or other assets) sold, leased (including by way of charter) or licensed out in the ordinary course of business (including, in each case, pursuant to drilling contracts) (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), and (ii) sales, leases, sub-leases, sale and leasebacks, charters (bareboat or otherwise), assignments, conveyances, exclusive licenses, transfers, or other dispositions, or any exchanges of property, or licenses out of other assets for aggregate consideration of less than $750,000,000 for all such sales, leases, sub-leases, sale and leasebacks, charters, assignments, conveyances, transfers, dispositions, exchanges of property or licenses after the Closing Date.

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“ Assignment Agreement ” means an agreement in substantially the form of Exhibit 10.10 whereby a Lender conveys part or all of its Commitment or Loans to another Person that is, or thereupon becomes, a Lender, or increases its Commitments or outstanding Loans, pursuant to Section 10.10.

“ Assignment Effective Date ” has the meaning assigned to such term in Section 10.9.

“ Base Rate ” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loan ” means a Loan bearing interest prior to maturity at the rate specified in Section 2.6(a).

“ Borrower ” means Transocean Inc., an exempted company incorporated under the laws of the Cayman Islands, and its successors.

“ Borrower Cash Consideration ” has the meaning assigned to such term in the recitals.

“ Borrowing ” means any extension of credit of the same Type made by the Lenders on the same date by way of Loans having a single Interest Period, including any Borrowing advanced, continued or converted.  A Borrowing is (i) “ advanced ” on the day the Lenders advance funds comprising such Borrowing to the Borrower, (ii) “ continued ” (in the case of Eurocurrency Loans) on the date a new Interest Period commences for such Borrowing, and (iii) “ converted ” when such Borrowing is changed from one Type of Loan to the other, in each case as requested by the Borrower pursuant to Section 2.3.

“ Borrowing Request ” has the meaning assigned to such term in Section 2.3(a).

“ Business Day ” means (i) any day other than a Saturday or Sunday on which banks are not authorized or required to close in New York, New York and, (ii) if the applicable Business Day relates to the advance or continuation of, conversion into, or payment on a Eurocurrency Borrowing, then the term “ Business Day ” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“ Capitalized Lease Obligations ” means, for any Person, the aggregate amount of such Person’s liabilities under all leases of real or personal property (or any interest therein) which is required to be capitalized on the balance sheet of such Person as determined in accordance with GAAP.

“ Closing Date ” means the date on which the conditions specified in Section 4.2 are satisfied (or waived in accordance with Section 10.11), which date shall be on or before July 21, 2008.

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“ Closing Date Material Adverse Effect ” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate, with all other facts, circumstances, events, changes, effects or occurrences, has had or would be reasonably likely to have a material adverse effect on the assets, properties, business, results of operation or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or that would be reasonably likely to prevent or materially delay or materially impair the ability of the Borrower to perform its obligations under the Merger Agreement or to consummate the Merger, the Reclassification or the other transactions contemplated by the Merger Agreement, but shall not include (i) facts, circumstances, events, changes, effects or occurrences generally affecting the drilling services industry or the economy or the financial or securities markets in the United States or elsewhere in the world, including any regulatory or political conditions or developments, or any outbreak or escalation of hostilities, declared or undeclared acts of war, terrorism or insurrection, except to the extent any fact, circumstance, event, change, effect or occurrence relative to other comparable industry participants materially disproportionately impacts the assets, properties, business, results of operation or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (ii) facts, circumstances, events, changes, effects or occurrences to the extent directly resulting from the announcement of the execution of the Merger Agreement or the consummation of the transactions contemplated thereby (without diminishing the effect of any representations or warranties herein), (iii) fluctuations in the price or trading volume of the ordinary shares of the Borrower; provided, that the exception in this clause (iii) shall not prevent or otherwise affect a determination that any fact, circumstance, event, change, effect or occurrence underlying such fluctuation has resulted in, or contributed to, a Closing Date Material Adverse Effect with respect to the Borrower, (iv) facts, circumstances, events, changes, effects or occurrences to the extent resulting from any changes in any applicable law, rule, regulation, code, governmental determination, order, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., or in GAAP (or the interpretation thereof) after the date of the Merger Agreement, (v) facts, circumstances, events, changes, effects or occurrences to the extent resulting from any legal proceedings made or brought by any of the current or former shareholders of the Borrower or GSF (on their own behalf or on behalf of the Borrower or GSF, respectively) arising out of or related to the Merger Agreement or any of the transactions contemplated thereby or (vi) any failure by the Borrower or GSF to meet any published analyst estimates or expectations of the Borrower’s or GSF’s respective revenue, earnings or other financial performance or results of operations for any period or any failure by the Borrower or GSF to meet their respective internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations; provided, that the exception in this clause (vi) shall not prevent or otherwise affect a determination that any fact, circumstance, event, change, effect or occurrence underlying such failure has resulted in, or contributed to, a Closing Date Material Adverse Effect with respect to the Borrower or GSF, as applicable.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto.

“ Co-Documentation Agent ” means, collectively, Citibank, N.A., Calyon Corporate and Investment Bank and JPMorgan Chase Bank, N.A., in their capacities as co-documentation agents for the Lenders; provided , however , that no such Co-Documentation Agent shall have any duties, responsibilities, or obligations hereunder in such capacity.

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“ Commitment ” means, relative to any Lender, such Lender’s obligations to make Loans pursuant to (a) Section 2.1, in the amount and percentage set forth below such Lender’s signature block hereto or (b) Section 10.10, in the applicable Assignment Agreement, in each case as the same may be reduced from time to time pursuant to terms hereof (including, without limitation, Section 2.10).  The original aggregate amount of the Commitments as of the Effective Date is $15,000,000,000.

“ Compliance Certificate ” means a certificate in the form of Exhibit 6.6 .

“ Confidential Information Memorandum ” means the Confidential Information Memorandum of the Borrower dated July, 2007, as the same may be amended, restated and supplemented from time to time and distributed to the Lenders prior to the Effective Date.

“ Consolidated EBITDA ” means, for the Borrower and its Subsidiaries, for any period, the sum, determined on a consolidated basis, of (i) operating income plus , (ii) without duplication, and to the extent reflected as a charge in the calculation (or determination) of such operating income for such period, the sum of (a) depreciation, depletion and amortization expense and (b) other non-cash charges reducing operating income for such period (excluding any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), less (iii) other non-cash gains increasing operating income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period), in each case determined in accordance with GAAP for such period; it being understood and agreed that, with respect to any period prior to the Merger, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis using the historical consolidated financial statements of GSF and its Subsidiaries and the consolidated financial statements of the Borrower and its Subsidiaries (excluding GSF and its Subsidiaries) which shall be reformulated as if the Merger had been consummated at the beginning of such period.

“ Consolidated Indebtedness ” means all Indebtedness of the Borrower and its Subsidiaries that would be reflected on a consolidated balance sheet of such Persons prepared in accordance with GAAP.

“ Consolidated Net Assets ” means, as of any date of determination, an amount equal to the aggregate book value of the assets of the Borrower, its Subsidiaries and, to the extent of the equity interest of the Borrower and its Subsidiaries therein, SPVs at such time, less the current liabilities of the Borrower and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP based on the most recent quarterly or annual consolidated financial statements of the Borrower referred to in Section 5.8 or delivered (or publicly filed) as provided in Section 6.6(a), as the case may be.

“ Consolidated Tangible Net Worth ” means, as of any date of determination, consolidated shareholders equity of the Borrower and its Subsidiaries determined in accordance with GAAP but excluding the effect on shareholders equity of cumulative foreign exchange translation adjustments, and less the net book amount of all assets of the Borrower and its Subsidiaries that would be classified as intangible assets on the consolidated balance sheet of the Borrower as of

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such date prepared in accordance with GAAP.  For purposes of this definition, SPVs shall be accounted for pursuant to the equity method of accounting.

“ Controlling Affiliate ” means, for any Person, (i) any other Person that directly or indirectly through one or more intermediaries controls, or is under common control with, such Person, and (ii) any other Person owning beneficially or controlling ten percent (10%) or more of the equity interests having ordinary voting power for the election of directors of such Person.  As used in this definition, “ control ” means the power, directly or indirectly, to direct or cause the direction of management or policies of a Person (through ownership of voting securities or other equity interests, by contract or otherwise).

“ Credit Documents ” means this Agreement, the Notes and any Subsidiary Guaranties in effect from time to time.

“ Currency Rate Protection Agreement ” means any foreign currency exchange and future agreements, arrangements and options designed to protect against fluctuations in currency exchange rates.

“ Default ” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.

“ Dollar ” and “ U.S. Dollar ” and the sign “ $ ” mean lawful money of the United States of America.

“ Dollar Equivalent ” means, on any date of determination (i) with respect to any amount in U.S. Dollars, such amount, and (ii) with respect to any amount in any currency other than U.S. Dollars, the equivalent in U.S. Dollars of such amount, determined by the Administrative Agent using the applicable Exchange Rate with respect to such currency at the time in effect on such date of determination.

“ Effective Date ” has the meaning assigned to such term in Section 4.1.

“ Effective Date Representations ” means each of the representations and warranties made by the Borrower as set forth in (i) Sections 5.1, 5.2, 5.3(c) (solely with respect to the execution and delivery of the Credit Agreement), 5.6 and 5.18, in each case solely with respect to the Borrower and (ii) Sections 5.3(a) (solely with respect to the execution and delivery of the Credit Agreement) and 5.5(b), in each case with respect to the Borrower and its Subsidiaries.

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating to any Environmental Law or any permit issued under any Environmental Law (“ Claims ”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or

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other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to the environment.

“ Environmental Law ” means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect, including any judicial or administrative order, consent, decree or judgment, relating to the environment.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto.

“ ERISA Affiliate ” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of the Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of the Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Borrower or such Subsidiary and with respect to liabilities arising after such period for which the Borrower or such Subsidiary could be liable under the Code or ERISA.

“ ERISA Event ” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Borrower, any of its Subsidiaries or any of their respective

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ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on the Borrower or any of its Subsidiaries of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the U.S. Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Pension Plan.

“ Eurocurrency ”, when used in reference to any Loan or Borrowing, means such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to Adjusted LIBOR and the Applicable Margin.

“ Eurocurrency Loan ” means a Loan bearing interest before maturity at the rate specified in Section 2.6(b).

“ Event of Default ” means any of the events or circumstances specified in Section 7.1.

“ Existing Indebtedness ” means Indebtedness and other obligations outstanding under  that certain Revolving Credit Agreement, dated as of August 15, 2006, among GSF, the lenders from time to time parties thereto, Citibank, N.A., as swingline lender and administrative agent, Wells Fargo Bank, N.A., as syndication agent, Bank of America, N.A., HSBC Bank USA, National Association and The Royal Bank of Scotland plc, as co-documentation agents, and Citibank, N.A. and Wells Fargo Bank, N.A., as issuing banks of letters of credit thereunder.

“ Exchange Rate ” means on any day, with respect to any currency other than U.S. Dollars, the rate at which such currency may be exchanged into U.S. Dollars, as set forth at approximately 11:00 A.M. on such day on the applicable page of the Bloomberg Service reporting the exchange rates for such currency.  In the event such exchange rate does not appear on the applicable page of such service, the Exchange Rate shall be determined by reference to such other publicly available services for displaying currency exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such Exchange Rate shall instead be determined by the Administrative Agent based on current market spot rates, provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Federal Funds Effective Rate ” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted

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average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent, in its  capacity as a Lender, on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means that certain Fee Letter dated as of July 21, 2007, by and among the Borrower, GSF, the Arrangers, the Syndication Agent and Lehman Brothers Commercial Bank, as modified from time to time.

“ Foreign Plan ” means any pension, profit sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any foreign Subsidiary of the Borrower which, under applicable local law, is required to be funded through a trust or other funding vehicle, but shall not include any benefit provided by a foreign government or its agencies.

“ Former Subsidiary ” means TODCO, a Subsidiary of the Borrower prior to the Closing Date and which is no longer a Subsidiary of the Borrower on the Closing Date.

“ GAAP ” means generally accepted accounting principles from time to time in effect as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements, opinions and pronouncements by such other entity as may be approved by a significant segment of the U.S. accounting profession.

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

“ GSCP” has the meaning assigned to such term in the preamble.

“ GSF ” has the meaning assigned to such term in the recitals.

“ GSF Cash Consideration ” has the meaning assigned to such term in the recitals.

“ Guarantor ” means any Subsidiary of the Borrower required to execute and deliver a Subsidiary Guaranty hereunder pursuant to Section 6.11, in each case unless and until the relevant Subsidiary Guaranty is released pursuant to Section 6.11.

“ Guaranty ” by any Person means all contractual obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection or similar

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transactions in the ordinary course of business) of such Person guaranteeing any Indebtedness of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person:  (i) to purchase such Indebtedness or to purchase any property or assets constituting security therefor, primarily for the purpose of assuring the owner of such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness; or (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness, or (y) to maintain working capital or other balance sheet condition, or otherwise to advance or make available funds for the purchase or payment of such Indebtedness, in each case primarily for the purpose of assuring the owner of such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness; or (iii) to lease property, or to purchase securities or other property or services, of the primary obligor, primarily for the purpose of assuring the owner of such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness; or (iv) otherwise to assure the owner of such Indebtedness of the primary obligor against loss in respect thereof.  For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any Indebtedness shall be deemed to be equal to the amount that would apply if such Indebtedness was the direct obligation of such Person rather than the primary obligor or, if less, the maximum aggregate potential liability of such Person under the terms of the Guaranty.

“ Hazardous Material ” has the meaning assigned to the term “Hazardous Substance” in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Acts of 1986, and shall also include petroleum, including crude oil or any fraction thereof, or any other substance defined, listed or regulated as “ hazardous ” or “ toxic ” or words with similar meaning and effect under any Environmental Law applicable to the Borrower or any of its Subsidiaries.

“ Highest Lawful Rate ” means the maximum nonusurious interest rate, if any, that any time or from time to time may be contracted for, taken, reserved, charged or received on any Loans, under laws applicable to any of the Lenders which are presently in effect or, to the extent allowed by applicable law, under such laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.  Determination of the rate of interest for the purpose of determining whether any Loans are usurious under all applicable laws shall be made by amortizing, prorating, allocating, and spreading, in equal parts during the period of the full stated term of the Loans, all interest at any time contracted for, taken, reserved, charged or received from the Borrower in connection with the Loans.

“ Indebtedness ” means, for any Person, the following obligations of such Person, without duplication:  (i) obligations of such Person for borrowed money; (ii) obligations of such Person representing the deferred purchase price of property or services other than accounts payable and accrued liabilities arising in the ordinary course of business and other than amounts which are being contested in good faith and for which reserves in conformity with GAAP have been provided; (iii) obligations of such Person evidenced by bonds, notes, bankers acceptances, debentures or other similar instruments of such Person, or obligations of such Person arising, whether absolute or contingent, out of letters of credit issued for such Person’s account or pursuant to such Person’s application securing Indebtedness; (iv) obligations of other Persons, whether or not assumed, secured by Liens (other than Permitted Liens) upon property or payable

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out of the proceeds or production from property now or hereafter owned or acquired by such Person, but only to the extent of such property’s fair market value; (v) Capitalized Lease Obligations of such Person; (vi) obligations under Interest Rate Protection Agreements and Currency Rate Protection Agreements; and (vii) obligations of such Person pursuant to a Guaranty of any of the foregoing obligations of another Person; provided, however , Indebtedness shall exclude Non-recourse Debt and any Indebtedness attributable to the mark-to-market treatment of obligations of the type described in clause (vi) in the definition of Indebtedness and any actual fair value adjustment arising from any Interest Rate Protection Agreements and Currency Rate Protection Agreements that have been cancelled or otherwise terminated before their scheduled expiration, in each case in respect of Interest Rate Protection Agreements and Currency Rate Protection Agreements entered into in the ordinary course of business and not for investment or speculative purposes.  For purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture to the extent such Indebtedness is recourse to such Person.

“ Indemnified Taxes ” has the meaning assigned to such term in Section 3.3(a).

“ Indemnified Parties ” has the meaning assigned to such term in Section 10.13(a).

“ Intercompany Indebtedness ” has the meaning assigned to such term in the definition of Other Debt Holder.

“ Interest Payment Date ” means (a) with respect to any Base Rate Loan, the last day of each March, June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or if available from each Lender making a Loan as part of such Borrowing, any other period), in each case as the Borrower may elect.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interest Rate Protection Agreement ” means any interest rate swap, interest rate cap, interest rate collar, or other interest rate hedging agreement or arrangement designed to protect against fluctuations in interest rates.

“ Lender ” has the meaning assigned to such term in the preamble.

“ Lending Office ” means the “Lending Office” of such Lender (or a Controlling Affiliate of such Lender) designated for each Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or a Controlling Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained .

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“ Leverage Ratio ” means, at any date of determination, the ratio of (a) (i) Consolidated Indebtedness of the Borrower and its Subsidiaries as at the end of the then most recently ended fiscal quarter of the Borrower (which, if such date is the last day of a fiscal quarter of the Borrower, shall be such fiscal quarter) minus (ii) unrestricted cash on which no Lien or restriction whatsoever exists (other than usual and customary rights of set-off for deposit account fees and expenses required by financial institutions where such cash is deposited) and cash deposited in restricted accounts that require the payee of such Indebtedness to consent to withdrawal thereof and earmarked for amortization of such Indebtedness (other than the portion thereof payable against interest) to (b) Consolidated EBITDA for the then most recently ended fiscal quarter of the Borrower and the immediately preceding three fiscal quarters.

“ LIBO Rate ” means, with respect to an Interest Period for a Eurocurrency Loan, (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London, England time) two Business Days prior to the first day of such Interest Period (the “ Interest Rate Determination Date ”), or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by Citibank, N.A. for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Adjusted LIBOR is then being determined with maturities comparable to such period as of approximately 11:00 A.M. (London, England time) on such Interest Rate Determination Date.

“ Lien ” means any interest in any property or asset in favor of a Person other than the owner of such property or asset and securing an obligation owed to, or a claim by, such Person, whether such interest is based on the common law, statute or contract, including, but not limited to, the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale, security agreement or trust receipt, or a lease, consignment or bailment for security purposes.

“ Loan ” and “ Loans ” each have the meaning assigned to each such term in Section 2.1.

“ Loan Exposure ” means, with respect to any Lender at any time, such Lender’s applicable Percentage of the principal amount of the outstanding Loans (or at any time prior to the making of the Loans, such Lender’s applicable Percentage of the aggregate Commitments).

“ Material Adverse Effect ” means any fact, circumstance, event, change, effect or occurrence arising after the Closing Date that results in a material adverse effect on (i) the

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business, assets, operations or condition of the Borrower and its Subsidiaries taken as a whole, including, after giving effect to the Transaction, the Merger Sub and its Subsidiaries; or (ii) the Borrower’s ability to perform any of its payment obligations under this Agreement or the Notes.

“ Maturity Date ” means the earlier of (i) the one-year anniversary of the Closing Date, and (ii) the date on which the Loans have become due and payable pursuant to Section 7.2 or 7.3.

“ Merger ” has the meaning assigned to such term in the recitals.

“ Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of July 21, 2007, by and among the Borrower, GSF and Transocean Worldwide Inc., as amended from time to time in accordance therewith.

“ Merger Cash Consideration ” has the meaning assigned to such term in the recitals.

“ Merger Documentation ” means, collectively, the Merger Agreement and all schedules, exhibits, annexes and amendments thereto and all other material documents (including all schedules, exhibits, annexes and amendments thereto) affecting the terms thereof or entered into in connection therewith.

“ Merger Sub ” has the meaning assigned to such term in the recitals.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereto.

“ Multiemployer Plan ” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“ Net Asset Sale Proceeds ” means, with respect to any Asset Sale, an amount equal to:  (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by the Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct fees (including attorney’s fees, accountants’ fees, investment banking fees, brokerage, consultant and other customary fees, in each case, incurred in connection with such Asset Sale), commissions, transfer taxes and other customary costs and expenses, in each case, incurred in connection with such Asset Sale, including (a) income or gains taxes paid or payable by the Borrower or any of its Subsidiaries as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) amounts provided as a reserve, in accordance with GAAP, against any liabilities (fixed or contingent) in respect of any indemnification obligations undertaken by the Borrower or any of its Subsidiaries or purchase price adjustment associated with such Asset Sale ( provided that , to the extent and at any time such amounts are released from such reserve, such amounts shall constitute Net Asset Sale Proceeds) and (d) any amount required to be paid to any Person (other than the Borrower or any of its Subsidiaries) with a beneficial ownership interest (including such interest by a holder of a minority interest in the Subsidiary that has sold such property or assets) in the property or assets to be sold pursuant to such Asset Sale.

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“ Net Insurance/Condemnation Proceeds ” means an amount equal to: (i) any cash payments or proceeds received by the Borrower or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of the Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by the Borrower or any of its Subsidiaries in connection with the adjustment or settlement of any claims of the Borrower or such Subsidiary in respect thereof, (b) any bona fide direct fees (including attorney’s fees, accountants’ fees, investment banking fees, brokerage, consultant and other customary fees, in each case, incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition ), commissions, transfer taxes and other customary costs and expenses, in each case, incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes paid or payable by the Borrower or any of its Subsidiaries as a result of any gain recognized in connection therewith, ( c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the assets in question and that is required to be repaid under the terms thereof as a result of any such casualty event, condemnation or taking provided for in clause (i) of this definition, and (d) any amount required to be paid to any Person (other than the Borrower or any of its Subsidiaries) with a beneficial ownership interest (including any such interest by a holder of a minority interest in the Subsidiary that owned such property or assets) in the property or assets that are the subject of any such casualty event, condemnation or taking provided for in clause (i) of this definition .

“ Nonpublic Information ” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD as promulgated by the SEC under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as in effect from time to time.

“ Non-recourse Debt ” means with respect to any Person (i) obligations of such Person against which the obligee has no recourse to such Person except as to certain named or described present or future assets or interests of such Person, and (ii) the obligations of SPVs to the extent the obligee thereof has no recourse to the Borrower or any of its Subsidiaries, except as to certain specified present or future assets or interests of SPVs.

“ Note ” means any of the promissory notes of the Borrower defined in Section 2.8(e).

“ Obligations ” means all obligations of the Borrower to pay fees, costs and expenses hereunder, to pay principal and interest on Loans and to pay any other obligations to the Administrative Agent or any Lender arising under any Credit Document.

“ Other Debt Holder ” means any holder of Indebtedness (or any trustee, agent or other representative on its behalf) under any indenture, loan or credit agreement, debenture, note or other document evidencing or governing Indebtedness (other than loans and advances made by (x) the Borrower or any of its Subsidiaries to any other Subsidiary of the Borrower or (y) any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower (such loans and advances, collectively, “ Intercompany Indebtedness ”)) with an original principal amount or original commitments in excess of $500,000,000 incurred, assumed or suffered to exist on any

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date of determination by the Borrower or any of its Subsidiaries (including any refinancings thereof), other than any Lender or Agent under this Agreement.

“ Pacific Drilling Debt ” means the Indebtedness described under the heading “Pacific Drilling Debt” on Schedule 5.15 hereto, the proceeds of which Indebtedness shall be used to finance up to 50% of any construction and mobilization costs of two drillships under construction in Korea.

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

“ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

“ Pension Plan ” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“ Percentage ” means, for each Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender expressed as a percentage of the total amount of all Loans outstanding as of such date of determination ; provided at any time prior to the making of the Loans, the Percentage of any Lender shall be equal to such Lender’s Commitment, in each case subject to any assignments by such Lender of Commitments or Obligations pursuant to Section 10.10 .

“ Performance Guaranties ” means all Guaranties of the Borrower or any of its Subsidiaries delivered in connection with the construction financing of drill ships, offshore mobile drilling units or offshore drilling rigs for which firm drilling contracts have been obtained by the Borrower, any of its Subsidiaries or a SPV.

“ Performance Letters of Credit ” means all letters of credit for the account of the Borrower, any Subsidiary or a SPV issued as support for Non-recourse Debt or a Performance Guaranty.

“ Permitted Business ” has the meaning assigned to such term in Section 6.8.

“ Permitted Liens ” means the Liens permitted as described in Section 6.10.

“ Person ” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or any agency or political subdivision thereof.

“ Plan ” means an employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is either (i) maintained by the Borrower or any of its Subsidiaries, or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which the Borrower or any of its Subsidiaries is then making or accruing an obligation to make contributions or has within the preceding five (5) plan years made or had an obligation to make contributions.

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“ Platform ” has the meaning assigned to such term in Section 6.6.

“ Prime Rate ” means the rate of interest quoted in The Wall Street Journal , Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  Any Agent or Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“ Public Reports ” means all documents (including exhibits and any amendments thereto) the Borrower and/or GSF has filed with the SEC since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended.

“ Reclassification ” has the meaning assigned to such term in the recitals.

“ Register ” has the meaning assigned to such term in Section 2.8(c).

“ Reinvestment Deferred Amount ” means the aggregate Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received by the Borrower or any of its Subsidiaries that would have been required to prepay the Loans pursuant to Section 2.10(a) or 2.10(b), as applicable, but that were not so prepaid as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Notice ” means a written notice executed by an authorized officer of the Borrower stating that no Default or Event of Default has occurred and is continuing and that the Borrower (directly or through one or more of its Subsidiaries) intends and expects to use all or a specified portion of the Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, within one year of receipt thereof to acquire or invest in assets to be used in any Permitted Business, which investment may include the repair, restoration or replacement of the applicable assets thereof.

“ Related Fund ” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by a Controlling Affiliate of such investment advisor.

“ Required Lenders ” means one or more Lenders having Loan Exposure representing more than 50% of the sum of the aggregate Loan Exposure of all Lenders.

“ Sale-Leaseback Transaction ” means any arrangement whereby the Borrower or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, Sale-Leaseback Transaction shall exclude any transaction between (i) the Borrower and any of its Subsidiaries and (ii) any Subsidiary of the Borrower and any other Subsidiary of the Borrower.

“ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation, or any successor thereto.

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

“ Significant Subsidiary ” has the meaning ascribed to it under Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.

“ SPV ”  means any Person that is designated by the Borrower as a SPV, provided that the Borrower shall not designate as a SPV any Subsidiary that owns, directly or indirectly, any other Subsidiary that has total assets (including assets of any Subsidiaries of such other Subsidiary, but excluding any assets that would be eliminated in consolidation with the Borrower and its Subsidiaries) which equates to at least five percent (5%) of Total Assets, or that had net income (including net income of any Subsidiaries of such other Subsidiary, all before discontinued operations and income or loss resulting from extraordinary items, but excluding revenues and expenses that would be eliminated in consolidation with the Borrower and its Subsidiaries and excluding any loss or gain resulting from the early extinguishment of Indebtedness) during the most recently completed fiscal year of the Borrower in excess of the greater of (i) $1,000,000, and (ii) fifteen percent (15%) of the net income (before discontinued operations and income or loss resulting from extraordinary items and excluding any loss or gain resulting from the early extinguishment of Indebtedness) for the Borrower and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP during such fiscal year of the Borrower.  The Borrower may elect to treat any Subsidiary as a SPV (provided such Subsidiary would otherwise qualify as such), and may rescind any such prior election, by giving written notice thereof to the Administrative Agent specifying the name of such Subsidiary or SPV, as the case may be, and the effective date of such election, which shall be a date within sixty (60) days after the date such notice is given.  The election to treat a particular Person as a SPV may only be made once.

“ Statutory Reserve Rate ” means, at any time, for any Eurocurrency Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D of the Board of Governors of the Federal Reserve System) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator.  Without limiting the effect of the foregoing, the Statutory Reserve Rate shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted LIBOR or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurocurrency Loans.  A Eurocurrency Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender.  The rate of interest on Eurocurrency Loans shall be adjusted automatically on and as of the effective date of any change in the Statutory Reserve Rate.

“ Subsidiary ” means, for any Person, any other Person (other than, except in the context of Section 6.6(a), a SPV) of which more than fifty percent (50%) of the outstanding stock or comparable equity interests having ordinary voting power for the election of the board of directors of such corporation, any managers of such limited liability company or similar governing body (irrespective of whether or not at the time stock or other equity interests of any

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other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency), is at the time directly or indirectly owned by such Person or by one or more of its Subsidiaries.

“ Subsidiary Debt Basket Amount ” has the meaning assigned to such term in Section 6.11(i).

“ Subsidiary Guaranty ” means any Guaranty of any Subsidiary delivered pursuant to Section 6.11(j).

“ Syndication Agent ” means Lehman Commercial Paper Inc., acting in its capacity as syndication agent for the Lenders, provided, however , that the Syndication Agent shall not have any duties, responsibilities, or obligations hereunder in such capacity.

“ 364-day Working Capital Facility Agreement ” means any Working Capital Facility Agreement, in respect of which the obligations thereunder shall mature within 364 days of the date on which such Working Capital Facility Agreement became effective.

“ Taxes ” has the meaning assigned to such term in Section 5.10.

“ Total Assets ” means, as of any date of determination, the aggregate book value of the assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of such date.

“ Transactions ” means collectively, (a) the Merger and the Reclassification, (b) the execution, delivery and performance by the Borrower of the Credit Documents to which it is a party, (c) the initial borrowings hereunder and the use of proceeds thereof, and (d) any other transactions related to or entered into in connection with any of the foregoing.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Adjusted LIBOR or the Base Rate.

“ Unfunded Vested Liabilities ” means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan (determined on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Plan) exceeds the fair market value of all Plan assets allocable to such benefits, determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of the Borrower or any of its Subsidiaries to the PBGC or such Plan.

“ Working Capital Facility Agreement ” means (i) that certain Revolving Credit Agreement, dated as of July 8, 2005, among the Borrower, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, JPMorgan Chase Bank, N.A., The Royal Bank of Scotland, plc and SunTrust Bank, as co-documentation agents, and Bank of America, N.A., as issuing bank of the letters of credit thereunder or (ii) any agreement or instrument in respect of the principal working capital credit facility of the Borrower, the terms of which do not provide for any scheduled repayment,

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mandatory prepayment or repayment, mandatory redemption or sinking fund obligation prior to the date that is ninety days following the Maturity Date, other than customary offers to purchase or prepay upon a change of control and customary acceleration rights after an event of default (in the case of clause (i) and (ii), as the same may be amended, restated, replaced and supplemented from time to time in accordance therewith and this Agreement) .

Section 1.2.            Time of Day .  Unless otherwise expressly provided, all references to time of day in this Agreement and the other Credit Documents shall be references to New York, New York time.

Section 1.3.            Accounting Terms; GAAP .  Except as otherwise expressly provided herein, and subject to the provisions of Section 10.17, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.

ARTICLE 2.                                                      THE CREDIT FACILITY.

Section 2.1.            Commitments for Loans .  Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a term loan (each such term loan, a “ Loan ” and, collectively, the “ Loans ”) to the Borrower in an amount not to exceed such Lender’s Commitment.  The Borrower may make only one borrowing under the Commitment which shall be on the Closing Date.  Any amount borrowed under this Section 2.1 subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.9 and 2.10, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date.  Each Lender’s Commitment shall terminate immediately and without further action on the earlier of (x) the Closing Date after giving effect to the funding of such Lender’s Commitment on such date and (y) July 21, 2008.

Section 2.2.            Types of Loans .  Borrowings of Loans may be outstanding as either Base Rate Loans or Eurocurrency Loans, as selected by the Borrower pursuant to Section 2.3.  Each Borrowing of Base Rate Loans shall be in an amount of not less than $1,000,000 and each Borrowing of Eurocurrency Loans shall be in an amount of not less than $5,000,000 and in an integral multiple of $100,000.

Section 2.3.            Manner of Borrowings; Continuations and Conversions of Borrowings .

(a)           Notice of Borrowings .  The Borrower shall give notice to the Administrative Agent by no later than (i) 12:00 P.M. at least three (3) Business Days before the Closing Date in the case of a Borrowing of Eurocurrency Loans or (ii) 12:00 P.M. at least one (1) Business Day before the Closing Date in the case of a Borrowing of Base Rate Loans, in either case pursuant to a duly completed Borrowing Request substantially in the form of Exhibit 2.3 (the “ Borrowing Request ”) executed on behalf of the Borrower by two of its officers.

(b)           Notice of Continuation or Conversion of Outstanding Borrowings .  The Borrower may from time to time elect to change or continue the type of interest rate borne by each  Borrowing or, subject to the minimum amount requirements in Section 2.2 for each outstanding  Borrowing, a portion thereof, as follows:  (i) if such Borrowing is of Eurocurrency Loans, the Borrower may continue part or all of such Borrowing as Eurocurrency Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans

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on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.11; and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into Eurocurrency Loans for an Interest Period specified by the Borrower on any Business Day, in each case pursuant to notices of continuation or conversion as set forth below.  The Borrower may select multiple Interest Periods for the Eurocurrency Loans constituting any such particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding Eurocurrency Loans exceed ten (10) (it being understood for such purposes that (x) Interest Periods of the same duration, but commencing on different dates, shall be counted as different Interest Periods, and (y) all Interest Periods commencing on the same date and of the same duration shall be counted as one Interest Period regardless of the number of Borrowings or Loans involved).  Notices of the continuation of such Eurocurrency Loans for an additional Interest Period or of the conversion of part or all of such Eurocurrency Loans into Base Rate Loans or of such Base Rate Loans into Eurocurrency Loans must be given by no later than 12:00 P.M. at least three (3) Business Days with respect to Eurocurrency Loans before the date of the requested continuation or conversion.  If on any day a Loan is outstanding with respect to which a Borrowing Request has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c)           Manner of Notice .  The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing pursuant to this Section 2.3 by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, whether such Borrowing is to be advanced, continued, or converted, the Type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurocurrency Loans, the Interest Period applicable thereto.  If the Borrower fails to specify an Interest Period for any Eurocurrency Loan in the applicable Borrowing Request, the Borrower shall be deemed to have selected an Interest Period of one month.  The Borrower agrees that the Administrative Agent may rely on any such telephonic or facsimile notice given by any Person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(d)           Notice to the Lenders .  The Administrative Agent shall give prompt telephonic or facsimile notice to each Lender of any notice received pursuant to this Section 2.3 relating to a Borrowing.  The Administrative Agent shall give notice to the Borrower and each Lender by like means of the interest rate applicable to each Borrowing of Eurocurrency Loans (but, if such notice is given by telephone, the Administrative Agent shall confirm such rate in writing) promptly after the Administrative Agent has made such determination.

(e)           Borrower’s Failure to Notify .  If the Borrower fails to give notice pursuant to Section 2.3(b) of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurocurrency Loans and has not notified the Administrative Agent by 12:00 P.M. at least three (3) Business Days before the last day of the Interest Period for any Borrowing of

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Eurocurrency Loans, the Borrower shall be deemed to have requested the continuation of such Borrowing as a Eurocurrency Loan with an Interest Period of one (1) month so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing.  Upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower (i) each Eurocurrency Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make, continue or convert Loans into Eurocurrency Loans shall be suspended.

(f)            Conversion .  If the Borrower shall elect to convert any particular Borrowing pursuant to this Section 2.3  from one Type of Loan to the other only in part, then, from and after the date on which such conversion shall be effective, such particular Borrowing shall, for all purposes of this Agreement (including, without limitation, for purposes of subsequent application of this sentence) be deemed to instead constitute two Borrowings (each originally advanced on the same date as such particular Borrowing), one comprised of (subject to subsequent conversion in accordance with this Agreement) Eurocurrency Loans in an aggregate principal amount equal to the portion of such Borrowing so elected by the Borrower to be comprised of Eurocurrency Loans and the second comprised of (subject to subsequent conversion in accordance with this Agreement) Base Rate Loans in an aggregate principal amount equal to the portion of such particular Borrowing so elected by the Borrower to be comprised of Base Rate Loans.  If the Borrower shall elect to have multiple Interest Periods apply to any such particular Borrowing comprised of Eurocurrency Loans, then, from and after the date such multiple Interest Periods commence, such particular Borrowing shall, for all purposes of this Agreement (including, without limitation, for purposes of subsequent application of this sentence), be deemed to constitute a number of separate Borrowings (each originally commencing on the same date as such particular Borrowing) equal to the number of, and corresponding to, the different Interest Periods so selected, each such deemed separate Borrowing corresponding to a particular selected Interest Period comprised of (subject to subsequent conversion in accordance with this Agreement) Eurocurrency Loans in an aggregate principal amount equal to the portion of such particular Borrowing so elected by the Borrower to have such Interest Period.  This Section 2.3(f) shall be applied appropriately in the event that the Borrower shall make the elections described in the two preceding sentences at the same time with respect to the same particular Borrowing.

Section 2.4.            Interest Periods .  As provided in Section 2.3, at the time of the request, if any, for a Borrowing of Eurocurrency Loans on the Closing Date, or for the continuation or conversion of any Borrowing of Eurocurrency Loans, the Borrower shall select the Interest Period(s) to be applicable to such Loans from among the available options, subject to the limitations in Section 2.3; provided, however , that:

(i)            the Borrower may not select an Interest Period that extends beyond the Maturity Date;

(ii)           whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall either be (i) extended to the next succeeding Business Day, or (ii) in the case of Eurocurrency Loans only,

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reduced to the immediately preceding Business Day if the next succeeding Business Day is in the next calendar month; and

(iii)          for purposes of determining an Interest Period, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however , that if there is no such numerically corresponding day in the month in which an Interest Period is to end or if an Interest Period begins on the last Business Day of a calendar month, then in the case of Eurocurrency Loans only, such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

Section 2.5.            Funding of Loans .

(a)           Disbursement of Loans .  Not later than 12:00 P.M. with respect to Borrowings of Eurocurrency Loans, and 2:00 P.M. with respect to Base Rate Loans, on the Closing Date, each Lender, subject to all other provisions hereof, shall make available for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the benefit of the Administrative Agent at the Administrative Agent’s Principal Office and according to the payment instructions of the Administrative Agent.  The Administrative Agent shall make the proceeds of each such Borrowing available in immediately available funds to the Borrower (or as directed in writing by the Borrower) on such date to such account or accounts of the Borrower or such other Person as may be designated in writing by the Borrower to the Administrative Agent by the Borrower.  In the event that any Lender does not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to the Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day) provided that acceptance by the Borrower of any such late amount shall not be deemed a waiver by the Borrower of any rights it may have against such Lender.  No Lender shall be responsible to the Borrower for any failure by another Lender to fund its portion of a Borrowing, and no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund its portion of a Borrowing.

(b)           Administrative Agent Reliance on Lender Funding .  Unless the Administrative Agent shall have been notified by a Lender prior to the time at which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and in reliance upon such assumption may (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon for each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to the Administrative Agent’s cost of funds for such amount.  If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per

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annum equal to the interest rate applicable to the relevant Loan, but the Borrower will in no event be liable to pay any amounts otherwise due pursuant to Section 2.11 in respect of such repayment.  Nothing in this subsection shall be deemed to relieve any Lender from any obligation to fund any Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Section 2.6.            Applicable Interest Rates .

(a)           Base Rate Loans .  Each Base Rate Loan shall bear interest (computed on the basis of a 365-day year or 366-day year, as the case may be, and actual days elapsed excluding the date of repayment) on the unpaid principal amount thereof from the date such Loan is made until maturity (whether by acceleration or otherwise) or the date of conversion to a Eurocurrency Loan, at a rate per annum equal to the lesser of (i) the Highest Lawful Rate, or (ii) the Base Rate from time to time in effect.  The Borrower agrees to pay such interest on each Interest Payment Date for such Loan and at maturity (whether by acceleration or otherwise).

(b)           Eurocurrency Loans .  Each Eurocurrency Loan shall bear interest (computed on the basis of a 360-day year and actual days elapsed, excluding the date of repayment) on the unpaid principal amount thereof from the date such Loan is made until maturity (whether by acceleration or otherwise) or the date of conversion to a Base Rate Loan, at a rate per annum equal to the lesser of (i) the Highest Lawful Rate, or (ii) the sum of Adjusted LIBOR plus the Applicable Margin.  The Borrower agrees to pay such interest on each Interest Payment Date for such Eurocurrency Loan and at maturity (whether by acceleration or otherwise) or the date of conversion to a Base Rate Loan.

(c)           Rate Determinations .  The Administrative Agent shall determine each interest rate applicable to the Loans hereunder insofar as such interest rate involves a determination of Base Rate, Adjusted LIBOR or LIBO Rate, or any applicable default rate pursuant to Section 2.7, and such determination shall be conclusive and binding except in the case of the Administrative Agent’s manifest error or willful misconduct.  The Administrative Agent shall promptly give notice to the Borrower and each Lender of each determination of Adjusted LIBOR, with respect to each Eurocurrency Loan.

Section 2.7.            Default Rate .  If any payment of principal on any Loan is not made when due after the expiration of the grace period therefor provided in Section 7.1(a) (whether by acceleration or otherwise), such Loan shall bear interest (computed on the basis of a year of 360, 365 or 366 days, as applicable, and actual days elapsed) after any such grace period expires until such principal then due is paid in full, which the Borrower agrees to pay on demand, at a rate per annum equal to:

(a)           for any Base Rate Loan, the lesser of (i) the Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus the Base Rate from time to time in effect (but not less than the Base Rate in effect at the time such payment was due); and

(b)           for any Eurocurrency Loan, the lesser (i) of the Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period for such Loan and, thereafter, at a rate per annum

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equal to the sum of two percent (2%) per annum plus the Base Rate from time to time in effect (but not less than the Base Rate in effect at the time such payment was due).

It is the intention of the Administrative Agent and the Lenders to conform strictly to usury laws applicable to them.  Accordingly, if the transactions contemplated hereby or any Loan or other Obligation would be usurious as to any of the Lenders under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement, the Notes or any other Credit Document), then, in that event, notwithstanding anything to the contrary in this Agreement, the Notes or any other Credit Document, it is agreed as follows:  (i) the aggregate of all consideration which constitutes interest under laws applicable to such Lender that is contracted for, taken, reserved, charged or received by such Lender under this Agreement, the Notes or any other Credit Document or otherwise shall under no circumstances exceed the Highest Lawful Rate, and any excess shall be credited by such Lender on the principal amount of the Loans (or, if the principal amount of the Loans shall have been paid in full, refunded by such Lender to the Borrower); and (ii) in the event that the maturity of the Loans is accelerated by reason of an election of the holder or holders thereof resulting from any Event of Default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under laws applicable to such Lender may never include more than the Highest Lawful Rate, and excess interest, if any, provided for in this Agreement, the Notes, any other Credit Document or otherwise shall be automatically canceled by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the Loans (or if the principal amount of the Loans shall have been paid in full, refunded by such Lender to the Borrower).  In the event the Loans are paid in full by the Borrower prior to the full stated term of the Loans and the interest received from the actual period of the existence of the Loans exceeds the Highest Lawful Rate, the Lenders shall refund to the Borrower the amount of the excess or shall credit the amount of the excess against amounts owing under the Loans and none of the Administrative Agent or the Lenders shall be subject to any of the penalties provided by law for contracting for, taking, reserving, charging or receiving interest in excess of the Highest Lawful Rate.

Section 2.8.            Repayment of Loans; Evidence of Debt .         (a).  The Borrower hereby promises to pay to the Administrative Agent for the account of each Lender, on the Maturity Date, the unpaid amount of each Loan then outstanding.

(b)           Record of Loans by Lenders .  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and accrued interest payable and paid to such Lender from time to time hereunder.

(c)           Record of Loans by Administrative Agent .  The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain a register for the recordation of the names and addresses of Lenders and the Commitments and Loans of each Lender from time to time (the “ Register ”).  The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Commitments or Loans) at any reasonable time and from time to time upon reasonable prior notice.  The Administrative Agent shall record, or

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shall cause to be recorded, in the Register (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or accrued interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.  The Borrower hereby designates GSCP to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.8, and the Borrower hereby agrees that, to the extent GSCP serves in such capacity, GSCP and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnified Parties.”

(d)           Evidence of Obligations .  The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)           Notes .  The Loans outstanding to the Borrower from each Lender shall, at the written request of such Lender, be evidenced by a promissory note of the Borrower payable to such Lender in the form of Exhibit 2.8 (Master Note) (each a “ Note ”).  The Borrower agrees to execute and deliver to the Administrative Agent, for the benefit of each Lender requesting a promissory note as aforesaid, an original of such promissory note, appropriately completed, to evidence the respective Loans made by such Lender hereunder.

(f)            Recording of Loans and Payments on Notes .  Each holder of a Note shall record on its books and records or on a schedule to its appropriate Note (and prior to any transfer of its Notes shall endorse thereon or on schedules forming a part thereof appropriate notations to evidence) the amount of each Loan outstanding from it to the Borrower, all payments of principal and interest and the principal balance from time to time outstanding thereon, the Type of such Loan and, if a Eurocurrency Loan the Interest Period and interest rate applicable thereto.  Such record, whether shown on the books and records of a holder of a Note or on a schedule to its Note, shall be prima facie evidence as to all such matters; provided, however , that the failure of any holder to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans outstanding to it hereunder together with accrued interest thereon.  At the request of any holder of a Note and upon such holder tendering to the Borrower the Note to be replaced, the Borrower shall furnish a new Note to such holder to replace any outstanding Note and at such time the first notation appearing on the schedule on the reverse side of, or attached to, such new Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

Section 2.9.            Optional Prepayments .  The Borrower shall have the privilege of prepaying any Base Rate Loans without premium or penalty at any time in whole or at any time and from time to time in part (but, if in part, then in an amount which is equal to or greater than $1,000,000); provided, however , that the Borrower shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. on the date of such prepayment.  The Borrower shall have the privilege of prepaying any Eurocurrency Loans (a) without premium or penalty in whole or in part (but, if in part, then in an amount which is equal to or greater than $5,000,000 and in an integral multiple of $100,000 or such smaller amount as needed to prepay a

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particular Borrowing in full) only on the last Business Day of an Interest Period for such Loan, and (b) at any other time without premium or penalty except for the breakage fees and funding losses that are required to be paid pursuant to Section 2.11; provided, however , that the Borrower shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. at least three (3) Business Days before the last Business Day of such Interest Period or the proposed prepayment date.  Any such prepayments shall be made by the payment of the principal amount to be prepaid and accrued and unpaid interest thereon to the date of such prepayment.  Unless otherwise specified in writing by the Borrower, optional prepayments shall be applied to the Loans and other Obligations then outstanding on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

Section 2.10.          Mandatory Prepayments of Loans and Reduction of Commitments .

(a)           Asset Sales .  Following the date of receipt by the Borrower of any Net Asset Sale Proceeds after the Closing Date, the Borrower shall, unless a Reinvestment Notice shall have been delivered to the Administrative Agent in respect thereof, prepay the Loans in an aggregate amount equal to (x) such Net Asset Sale Proceeds, such prepayment to be made no later than the 30 ^th day following the date of receipt by the Borrower of such Net Asset Sale Proceeds or, (y) if a Reinvestment Notice shall have been delivered to the Administrative Agent, the excess, if any, of such Net Asset Sale Proceeds over the Reinvestment Deferred Amount that the Borrower does not reinvest within one year of receipt thereof, such prepayment to be made on the first anniversary of the receipt thereof.

(b)           Insurance/Condemnation Proceeds .  Following the date of receipt by the Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds after the Closing Date, the Borrower shall, unless a Reinvestment Notice shall have been delivered to the Administrative Agent in respect thereof, prepay the Loans in an aggregate amount equal to (x) such Net Insurance/Condemnation Proceeds, such prepayment to be made no later than the 30 ^th day following the date of receipt by the Borrower of such Net Insurance/Condemnation Proceeds or, (y) if a Reinvestment Notice shall have been delivered to the Administrative Agent, the excess, if any, of such Net Insurance/Condemnation Proceeds over the Reinvestment Deferred Amount that the Borrower does not reinvest within one year of receipt thereof, such prepayment to be made on the first anniversary of the receipt thereof.

(c)           Issuance of Equity Securities .  No later than five Business Days following the date of receipt by the Borrower or any of its Subsidiaries of any cash proceeds (net of reasonable attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other reasonable customary fees and expenses actually incurred in connection with the issuance of any equity securities by the Borrower or any of its Subsidiaries) from the issuance of any equity securities of the Borrower or any of its Subsidiaries (other than (x) issuances of equity securities to (A) the Borrower, (B) any of the Borrower’s Subsidiaries (including Merger Sub and its Subsidiaries), (C) any Subsidiary that is the survivor of a merger, consolidation or amalgamation with any of the Borrower’s or the Merger Sub’s other Subsidiaries as of the Closing Date and (D) the Former Subsidiary) and (y) pursuant to any compensation plan or substantially similar arrangement with respect to the former or existing employees, officers or directors of (A) the Borrower or any of its Subsidiaries, (B) the Merger Sub or any of its Subsidiaries, (C) the Former Subsidiary or (D) any other entity that was a

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Subsidiary of the Borrower or GSF prior to the Closing Date and that is no longer a Subsidiary of the Borrower or the Merger Sub on the Closing Date) (i) to the extent such date of receipt occurs on or prior to the Closing Date, the aggregate amount of the Lenders’ Commitments outstanding on such date shall be automatically and permanently reduced in an aggregate amount equal to 100% of such net cash proceeds, such reduction to be allocated among the Lenders pro rata based on the amount of each such Lender’s Commitment outstanding on such date, and (ii) to the extent such date of receipt occurs after the Closing Date, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such net cash proceeds.

(d)           Issuance of Debt . No later than five Business Days following date of receipt by the Borrower or any of its Subsidiaries of any cash proceeds (net of reasonable attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other reasonable customary fees and expenses actually incurred in connection with the incurrence of any such Indebtedness for borrowed money by the Borrower or any of its Subsidiaries) from the incurrence of any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries (other than with respect to any (w) Indebtedness for borrowed money permitted to be incurred pursuant to Section 6.11 (as though such Section were in effect from the Effective Date) and any Guaranty of the Borrower thereof, (x) Intercompany Indebtedness, (y) Indebtedness incurred or assumed pursuant to a Working Capital Facility Agreement (other than any 364-day Working Capital Facility Agreement) or (z) any refinancings, replacements or renewals of any Indebtedness of the Borrower, GSF or any of their respective Subsidiaries outstanding as of the Effective Date) (i) to the extent such date of receipt occurs on or prior to the Closing Date, the aggregate amount of the Lenders’ Commitments outstanding on such date shall be automatically and permanently reduced in an aggregate amount equal to 100% of such net cash proceeds, such reduction to be allocated among the Lenders pro rata based on the amount of each such Lender’s Commitment outstanding on such date, and (ii) to the extent such date of receipt occurs after the Closing Date, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such net cash proceeds.

(e)           Reductions of Commitment and Prepayment Certificate .  Concurrently with any permanent reductions of the aggregate Commitments and any prepayment of the Loans pursuant to Sections 2.10(a) through 2.10(d), the Borrower shall deliver to the Administrative Agent a certificate of an authorized officer demonstrating the calculation of the amount of the applicable net proceeds.  In the event that the Borrower shall subsequently determine that the actual net cash amount required to be applied to the permanent reduction of the aggregate Commitments or prepaid pursuant to this Section 2.10 exceeded the amount set forth in such certificate, the aggregate amount of the Commitments shall be automatically and permanently reduced by the amount of any such excess or the Borrower shall promptly make an additional prepayment of the Loans, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of an authorized officer demonstrating the derivation of such excess.

(f)            No Premium or Penalty and Application of Prepayments .  Each mandatory prepayment shall be made without premium or penalty other than the payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.11.  Any amount required to be paid pursuant to Sections 2.10(a) through 2.10(d) shall be applied first to prepay the Base Rate Loans to the full extent thereof before

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application to the Eurocurrency Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11.

Section 2.11.          Breakage Fees .  If any Lender incurs any loss, cost or expense (excluding loss of anticipated profits and other indirect or consequential damages) by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurocurrency Loan as a result of any of the following events other than any such occurrence as a result of a change of circumstance described in Sections 8.1 or 8.2:

(a)           any payment, prepayment or conversion of any such Loan on a date other than the last day of its Interest Period (whether by acceleration, mandatory prepayment or otherwise);

(b)           any failure to make a principal payment of any such Loan on the due date therefor; or

(c)           any failure by the Borrower to borrow, continue or prepay, or convert to, any such Loan on the date specified in a notice given pursuant to Section 2.3 (other than by reason of a default of such Lender),

then the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense.  If any Lender makes such a claim for compensation, it shall provide to the Borrower a certificate executed by an officer of such Lender setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) no later than ninety (90) days after the event giving rise to the claim for compensation, and the amounts shown on such certificate shall be prima facie evidence of such Lender’s entitlement thereto.  Within ten (10) days of receipt of such certificate, the Borrower shall pay directly to such Lender such amount as will compensate such Lender for such loss, cost or expense as provided herein, unless such Lender has failed to timely give notice to the Borrower of such claim for compensation as provided herein, in which event the Borrower shall not have any obligation to pay such claim.

ARTICLE 3.                                                      FEES AND PAYMENTS.

Section 3.1.            Fees .  Pursuant to the Fee Letter, the Borrower shall pay to (i) the Administrative Agent for its own account the fees agreed to by the Borrower and the Administrative Agent at the time specified therein and (ii) each Arranger for its own respective account the fees agreed to by the Borrower and such Arranger at the times specified therein.  All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or the applicable Arranger, as the case may be.

Section 3.2.            Place and Application of Payments .

(a)           All payments of principal of and interest on the Loans and all fees and other amounts payable by the Borrower under the Credit Documents shall be made by the Borrower to the Administrative Agent, for the benefit of the Lenders entitled to such payments, in immediately available funds on the due date thereof no later than 2:00 P.M. to the account at the Administrative Agent’s Principal Office.  Any payments received by the Administrative Agent from the Borrower after the time specified in the preceding sentence shall be deemed to have

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been received on the next Business Day.  The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds to each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender.

(b)           If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 7.6.  In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders.

Section 3.3.            Withholding Taxes .

(a)           Payments Free of Withholding .  Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to any Lender or Administrative Agent under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes, excluding, in the case of each Lender and the Administrative Agent, the following taxes:

(i)            taxes imposed on, based upon, or measured by such Lender’s or the Administrative Agent’s (as applicable) net income or profits, and branch profits, franchise and similar taxes imposed on it in lieu of net income taxes, in each case by or within the jurisdiction in which the Lender or the Administrative Agent is organized, the jurisdiction of the Lender’s applicable lending office, or (in each case) any political subdivision or taxing authority thereof or therein;

(ii)           taxes imposed on such Lender or the Administrative Agent (as applicable) as a result of a present or former connection between the taxing jurisdiction and such Lender or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement;

(iii)          taxes imposed as a result of the transfer by such Lender or Administrative Agent (as applicable) of its interest in this Agreement or any other Credit Document or a designation by such Lender or the Administrative Agent (other than pursuant to Section 8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office, and except to the extent that such Lender or the Administrative Agent was entitled, at the time of such transfer or designation, to receive additional amounts from the Borrower with respect to such taxes);

(iv)          taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender or Administrative Agent

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organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any “anti-treaty shopping,” “limitation of benefits,” or similar provision applicable to a treaty) after the date hereof, in the case of each Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10) or other Administrative Agent, after the date on which it becomes a Lender or Administrative Agent, as the case may be; or

(v)           taxes which would not have been imposed but for (a) the failure, other than as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof after the date hereof, of any Lender or the Administrative Agent, as the case may be, to provide (I) the applicable forms described in Section 3