FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This Fifth Amendment to Amended and Restated Revolving Credit Agreement (this “Amendment”) is entered into as of June 17, 2009, by and among the financial institutions from time to time signatory to the Credit Agreement (as defined below) (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Rackspace US, Inc., a Delaware corporation (“Borrower”).

Borrower, Agent and the Lenders are parties to that certain Amended and Restated Revolving Credit Agreement dated as of August 31, 2007, as amended from time to time (the “Credit Agreement”).  The parties desire to amend the Credit Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.   The following defined terms in Section 1.1 of the Credit Agreement are hereby added or amended and restated in their entirety to read as follows:

““Advance(s)” shall mean, as the context may indicate, a borrowing requested by the Borrower, and made by the Revolving Credit Lenders under Section 2.1 hereof or the Swing Line Lender under Section 2.5 hereof, including without limitation any readvance, refunding or conversion of such borrowing pursuant to Section 2.3 or 2.5 hereof, and any advance deemed to have been made in respect of a Letter of Credit under Section 3.6(a) hereof, and shall include, as applicable, a Eurodollar-based Advance, a Eurocurrency-based Advance and a Base Rate Advance.”

““Agent’s Correspondent” shall mean for Eurodollar-based Advances or Eurocurrency-based Advances, Agent’s Grand Cayman Branch (or for the account of said branch office, at Agent’s main office in Detroit, Michigan, United States).”

““Alternate Currency” shall mean, subject to availability and the terms and conditions of this Agreement, (a) Euros, (b) Pounds Sterling and (c) any other freely convertible foreign currency which Borrower requests the Agent to include as an Alternate Currency hereunder and which is agreed to in writing by Agent and each of the Revolving Credit Lenders.”

““Alternate Currency Advance” shall mean any Advance that is denominated in an Alternate Currency.”

““Alternate Currency Sublimit” shall mean a sublimit under the Revolving Credit for Alternate Currency Advances in an aggregate amount equal to Seventy Five Million Dollars ($75,000,000).”

““Applicable Interest Rate” shall mean, (i) with respect to each Revolving Credit Advance which is not an Alternate Currency Advance, the Eurodollar-based Rate or the Base Rate, as selected by the Borrower from time to time, (ii) with respect to each Alternate Currency Advance, the Eurocurrency-based Rate; and (iii) with respect to each Swing Line Advance, the Base Rate; in each case subject to the terms and conditions of this Agreement.”

““Base Rate” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) which is equal to sum of (i) the Applicable Margin plus (ii) the greatest of (a) the Prime Rate in effect on such day; (b) the Federal Funds Effective Rate in effect on such day plus 1.00%; and (c) subject to Sections 11.3 and 11.4 hereof, the Floating LIBOR Rate for such day plus 1.00%.  Any change in the Base Rate due to a change in any interest rate provided for herein shall be effective as of the opening of business on the effective date of such change.”

““Business Day” shall mean any day other than a Saturday or a Sunday on which commercial banks are open for domestic and international business (including dealings in foreign exchange) in Austin, Texas and New York, New York, and in the case of a Business Day which relates to a Eurodollar-based Advance or Eurocurrency-based Advance, on which dealings are carried on in the London interbank eurodollar market.”

““Dollar Amount” shall mean (i) with respect to each Revolving Credit Advance, Swing Line Advance or Letter of Credit made, issued or carried (or to be made, issued or carried) in Dollars, the principal amount thereof and (ii) with respect to each Alternate Currency Advance made, issued or carried (or to be made, issued or carried) in an Alternate Currency, the amount of Dollars which is equivalent to the principal amount of such Alternate Currency Advance at the most favorable spot exchange rate reasonably determined by Agent to be available to it for the sale of Dollars for such Alternate Currency at approximately 11:00 A.M. (Detroit time) two (2) Business Days before such Alternate Currency Advance is made (or to be made) or the outstanding amount of such Alternate Currency Advance is being determined, as such Dollar Amount may be adjusted from time to time pursuant to Section 2.12 hereof.  When used with respect to any Alternate Currency Advance being repaid or remaining outstanding at any time or with respect to any other sum expressed in an Alternate Currency, “Dollar Amount” shall mean the amount of Dollars which is equivalent to the principal amount of such Alternate Currency Advance, or the amount so expressed in such Alternate Currency, at the most favorable spot exchange rate reasonably determined by Agent to be available to it for the sale of such Alternate Currency for Dollars at the relevant time. Alternate Currency amounts of Advances made, carried or expressed in Dollars (to the extent used herein) shall be determined by Agent in a manner consistent herewith. ”

““EMU” shall mean Economic and Monetary Union as contemplated in the Treaty on European Union.”

““EMU Legislation” shall mean legislative measures of the European Council (including European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part, the implementation of the third stage of EMU.”

““Euro” shall mean the currency unit of the Euro as defined in the EMU Legislation.”

““Eurocurrency-based Advance” shall mean any Alternate Currency Advance which bears interest at the Eurocurrency-based Rate.”

““Eurocurrency-based Rate” shall mean a per annum interest rate which is equal to the sum of the Applicable Margin, plus

(i)           the per annum interest rate at which deposits in the relevant eurocurrency are offered to Agent’s Eurocurrency Lending Office by other prime banks in the relevant eurocurrency market in an amount comparable to the relevant Eurocurrency-based Advance and for a period equal to the relevant Eurocurrency-Interest Period two (2) Business Days prior to the first day of such Eurocurrency-Interest Period, divided by

(ii)           a percentage equal to 100% minus the maximum rate on such date at which Agent is required to maintain reserves on ‘eurocurrency liabilities’ as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Agent is required to maintain reserves against a category of liabilities which includes eurocurrency deposits or includes a category of assets which includes eurocurrency loans, the rate at which such reserves are required to be maintained on such category.”

““Eurocurrency-Interest Period” shall mean, for any Eurocurrency-based Advance, an Interest Period of one, two or three months (or any shorter or longer periods agreed to in advance by Borrower,

Agent and the Lenders) as selected by Borrower, for such Eurocurrency-based Advance pursuant to Section 2.3 hereof.”

““Eurocurrency Lending Office” shall mean, (a) with respect to the Agent, Agent’s office located at its Grand Caymans Branch or such other branch of Agent, domestic or foreign, as it may hereafter designate as its Eurocurrency Lending Office by written notice to Borrower and the Lenders and (b) as to each of the Lenders, its office, branch or affiliate located at its address set forth on the signature pages hereof (or identified thereon as its Eurocurrency Lending Office), or at such other office, branch or affiliate of such Lender as it may hereafter designate as its Eurocurrency Lending Office by written notice to Borrower and Agent.”

““Floating LIBOR Rate” shall mean, for any day, a per annum interest rate which is equal to the quotient of the following:

(1)           the per annum rate of interest determined on the basis of the rate for deposits in Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day.  In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service), the ‘Floating LIBOR Rate’ shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by the Agent and the Borrower, or, in the absence of such agreement, the ‘Floating LIBOR Rate’ shall, instead, be the per annum rate equal to the average of the rate at which the Agent is offered dollar deposits at or about 8:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on such day in the interbank eurodollar market in an amount comparable to the principal amount of the Obligations hereunder which is to bear interest at such ‘Floating LIBOR Rate’ and for a period equal to one (1) month;

divided by

(2)           a percentage equal to 100% minus the maximum rate on such date at which Agent is required to maintain reserves on ‘Euro-currency Liabilities’ as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Agent is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category;

all as conclusively determined by Agent, (absent manifest error), such sum to be rounded upward, if necessary, to the nearest whole multiple of 1/100,000th of 1%.”

““Impaired Lender” shall mean a Lender (a) that has failed to fund its Weighted Percentage of any request for a Revolving Credit Advance in breach of Section 2.1, (b) that has failed to fund its Weighted Percentage of any Revolving Credit Aggregate Commitment to purchase participations in any Swing Line Advance or any Letters of Credit, (c) that has otherwise failed to pay to Agent or any other Lender any other amount required to be paid by it under the terms of this Agreement or any other Loan Document, unless such Lender is disputing such obligation to pay any such amount in good faith, (d) which the Agent, the Issuing Lender or Swing Line Lender believes, in good faith, has defaulted in fulfilling its obligations  under any other syndicated credit facilities or as participant in any other credit facility, (e) that has been, or is controlled by any Person which has been, determined to be insolvent or that has become subject to a bankruptcy or other similar proceeding or (f) any material assets or management of which has been taken over by a governmental agency.”

““Interest Period” shall mean with respect to a Eurodollar-based Advance or Eurocurrency-based Advance, a Eurodollar-Interest Period or Eurocurrency-Interest Period (as applicable), commencing on the day a Eurodollar-based Advance or Eurocurrency-based Advance is made, or on the effective date of an election of the Eurodollar-based Rate or Eurocurrency-based Rate made under Section 2.3 hereof; provided, however that (i) any Interest Period which would otherwise end on a day which is not a Business

Day shall end on the next succeeding Business Day, except that if the next succeeding Business Day falls in another calendar month, such Interest Period shall end on the next preceding Business Day, (ii) when an Interest Period begins on a day which has no numerically corresponding day in the calendar month during which such Interest Period is to end, it shall end on the last Business Day of such calendar month, and (iii) no Interest Period in respect of any Advance shall extend beyond the Revolving Credit Maturity Date.”

“”Pounds Sterling” means the lawful currency of the United Kingdom of Great Britain.”

 “Treaty on European Union” shall mean the Treaty of Maastricht (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), as amended by the Treaty of Amsterdam (which was signed on October 2, 1997 and came into force on May 1, 1999) and the Treaty of Nice (which was signed on February 26, 2001 and came into force on February 1, 2003).”

2.   Paragraph (h) of the definition of the term “Permitted Investments” in Section 1.1 of the Credit Agreement (which paragraph may appear as paragraph “(p)” in some copies of the Credit Agreement) hereby is amended and restated in its entirety to read as follows:

“(h)           Investments in Foreign Accounts in compliance with Section 7.14(c) hereof.”

3.   All references in the Loan Documents to the terms “Prime-based Advance” or “Prime-based Advances” are hereby deleted and replaced with references to the terms “Base Rate Advance” or “Base Rate Advances”, as applicable.  The definitions of the terms “Alternate Base Rate” and “Prime-based Rate” are hereby deleted and all references in the Loan Documents to such terms are hereby deleted and replaced with references to the term “Base Rate”.

4.   Section 2.1 of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“2.1            Commitment .  Subject to the terms and conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Lender severally and for itself alone agrees to make (i) Advances of the Revolving Credit in Dollars to Borrower and (ii) subject to availability under the Alternate Currency Sublimit, Alternate Currency Advances of the Revolving Credit in Alternate Currencies to Borrower from time to time on any Business Day during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate Dollar Amount not to exceed at any one time outstanding such Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment.  Subject to the terms and conditions set forth herein, advances, repayments and readvances may be made under the Revolving Credit.”

5.   Section 2.2(c) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(c)           The Agent shall maintain the Register pursuant to Section 13.8(g), and a subaccount therein for each Revolving Credit Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Revolving Credit Advance made hereunder, the type thereof, the applicable Alternate Currency for each Alternate Currency Advance made hereunder, each Eurodollar-Interest Period applicable to any Eurodollar-based Advance and each Eurocurrency-Interest Period applicable to any Eurocurrency-based Advance, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Revolving Credit Lender hereunder in respect of the Revolving Credit Advances and (iii) both the amount of any sum received by the Agent hereunder from Borrower in respect of the Revolving Credit Advances and each Revolving Credit Lender’s share thereof.”

6.   Section 2.3(a)(iii) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(iii)           whether such Revolving Credit Advance is to be a Base Rate Advance, a Eurodollar-based Advance or a Eurocurrency-based Advance, whether such Revolving Credit Advance is to be an Alternate Currency Advance, and if so, the applicable Alternate Currency, and, except in the case of a Base Rate Advance, the first Eurodollar-Interest Period or Eurocurrency-Interest Period applicable thereto;”

7.   Section 2.3(b) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(b)           each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 p.m. (Detroit, Michigan time) (i) four (4) Business Days prior to the proposed date of the Revolving Credit Advance with respect to any Eurocurrency-based Advance, (ii) three (3) Business Days prior to the proposed date of the Revolving Credit Advance for any Eurodollar-based Advance and (iii) on the proposed date for such Revolving Credit Advance in the case of a Base Rate Advance;”

8.   Section 2.3(c) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(c)           on the proposed date of such Revolving Credit Advance, (i) the sum of (x) the aggregate principal Dollar Amount of all Revolving Credit Advances and Swing Line Advances outstanding on such date (including, without duplication) the Advances that are deemed to be disbursed by Agent under Section 3.6(a) hereof in respect of Borrower’s Reimbursement Obligations hereunder), plus (y) the Letter of Credit Obligations as of such date, in each case after giving effect to all outstanding requests for Revolving Credit Advances and Swing Line Advances and for the issuance of any Letters of Credit, shall not exceed the Revolving Credit Aggregate Commitment and (ii) after giving effect to all Alternate Currency Advances requested by Borrower on such date of determination, the aggregate outstanding principal Dollar Amount of all Alternate Currency Advances shall not exceed the Alternate Currency Sublimit”;

9.   Section 2.3(e) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(e)           in the case of a Eurodollar-based Advance or Eurocurrency-based Advance, the principal Dollar Amount of such Advance, plus the Dollar Amount of any other outstanding Revolving Credit Advance to be then combined therewith having the same Eurodollar-Interest Period or Eurocurrency-Interest Period (as applicable), if any, shall be at least Two Million Five Hundred Thousand Dollars ($2,500,000) (or a larger integral multiple of One Hundred Thousand Dollars ($100,000)) or the remainder available under the Revolving Credit Aggregate Commitment if less than Two Million Five Hundred Thousand Dollars ($2,500,000) and at any one time there shall not be in effect more than five (5) different Eurodollar-Interest Periods and five (5) different Eurocurrency-Interest Periods; and”

10.   Section 2.4(a)(ii) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(ii)           for Eurodollar-based Advances or Eurocurrency-based Advances, at the Agent’s Correspondent for the account of the Eurodollar Lending Office or Eurocurrency Lending Office of the Agent (as applicable), not later than 12:00 p.m. (the time of the Agent’s Correspondent) on the date of such Advance.”

11.   Section 2.4(b)(ii) of the Credit Agreement hereby is amended by (i) deleting the word “and” at the end of subsection (b)(i) thereof, (ii) deleting the period at the end of subsection (b)(ii) thereof and substituting “; and” in lieu thereof, and (iii) adding new subsection (b)(iii) thereto immediately following subsection (b)(ii) thereof, as follows:

“(iii)           for Eurocurrency-based Advances, not later than 4:00 p.m. (the time of the Agent’s Correspondent) on the date of such Revolving Credit Advance, by credit to an account of Borrower maintained with Agent’s Correspondent or to such other account or third party as Borrower may direct in

compliance with this Agreement, provided such direction is timely given and provided further that any Alternate Currency Advances shall be disbursed in the applicable Alternate Currency.”

12.   Section 2.5(c)(iii) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(iii)           on the proposed date of such Swing Line Advance, after giving effect to all outstanding requests for Revolving Credit Advances and Swing Line Advances and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Advances that are deemed disbursed pursuant to Section 3.6(a) hereof in respect of Borrower’s Reimbursement Obligations hereunder), the sum of (x) the aggregate principal Dollar Amount of all Revolving Credit Advances and the Swing Line Advances outstanding on such date plus (y) the Letter of Credit Obligations on such date shall not exceed the Revolving Credit Aggregate Commitment;”

13.   Section 2.6(b) of the Credit Agreement hereby is amended by (i) redesignating the existing Section 2.6(b) as Section 2.6(b)(i), (ii) deleting the period at the end of subsection (b)(i) thereof and substituting “; and” in lieu thereof, and (iii) adding the following subsection immediately thereafter:

“(ii)           Interest on each Eurocurrency-based Advance of the Revolving Credit shall accrue at its Eurocurrency-based Rate (but in no event in excess of the maximum non-usurious interest rate permitted by applicable law) and shall be payable in immediately available funds on the last day of the Eurocurrency-Interest Period applicable thereto (and, if any Eurocurrency-Interest Period shall exceed three months, then on the last Business Day of the third month of such Eurocurrency-Interest Period, and at three month intervals thereafter). Interest accruing at the Eurocurrency-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed from the first day of the Eurocurrency-Interest Period applicable thereto to but not including the last day thereof or in such other manner as is customary for computation of interest with respect to Eurocurrency-based Advances in such Alternate Currency and is reasonably acceptable to the Borrower and the Agent.  Interest due on a Eurocurrency-based Advance made in any Alternate Currency shall be paid in such Alternate Currency.”

14.   Section 2.6(d) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(d)           In the case of any Event of Default under Section 9.1(i), immediately upon the occurrence thereof, and in the case of any other Event of Default, immediately upon receipt by Agent of notice from the Majority Revolving Credit Lenders, interest shall be payable on demand on all Revolving Credit Advances and Swing Line Advances from time to time outstanding at a per annum rate equal to the Applicable Interest Rate in respect of each such Advance plus, in the case of Eurodollar-based Advances and Eurocurrency-based Advances, two percent (2%) for the remainder of the then existing Interest Period, if any, and at all other such times, and for all Base Rate Advances from time to time outstanding, at a per annum rate equal to the Base Rate plus two percent (2%) (but in no event in excess of the maximum non-usurious interest rate permitted by applicable law).”

15.   Section 2.7(a) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(a)           The Borrower may prepay all or part of the outstanding principal of any Base Rate Advance(s) of the Revolving Credit at any time, provided that, unless the “Sweep to Loan” system shall be in effect under Section 2.5(c)(vii) hereof, after giving effect to any partial prepayment, the aggregate balance of Base Rate Advance(s) of the Revolving Credit remaining outstanding shall be at least One Million Dollars ($1,000,000), and (ii) the Borrower may prepay all or part of the outstanding principal of any Eurodollar-based Advance or Eurocurrency-based Advance of the Revolving Credit at any time (subject to not less than three (3) Business Day’s notice to Agent) provided that, after giving effect to any partial prepayment, the Dollar Amount of the unpaid portion of such Advance which is to be refunded or converted under Section 2.3 hereof shall be at least One Hundred Thousand Dollars ($100,000).”

16.  Section 2.8 of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“2.8            Base Rate Advance in Absence of Election or Upon Default .  If, (a) as to any outstanding Eurodollar-based Advance or Eurocurrency-based Advance of the Revolving Credit, Agent has not received payment of all outstanding principal and accrued interest on the last day of the Interest Period applicable thereto, or does not receive a timely Request for Advance meeting the requirements of Section 2.3 or 2.5 hereof with respect to the refunding or conversion of such Advance,   or (b) subject to Section 2.6(e) hereof, if on the last day of the applicable Interest Period a Default or an Event of Default shall have occurred and be continuing, then, on the last day of the applicable Interest Period the Dollar Amount of the principal amount of any Eurodollar-based Advance or Eurocurrency-based Advance which has not been prepaid shall, absent a contrary election of the Majority Revolving Credit Lenders, be converted automatically to a Base Rate Advance and the Agent shall thereafter promptly notify Borrower of said action.”

17.   Section 2.10(b) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(b)           Subject to Section 10.2 hereof, any payments made pursuant to this Section shall be applied first to outstanding Base Rate Advances under the Revolving Credit, next to Swing Line Advances, then to Eurodollar-based Advances under the Revolving Credit and then to Eurocurrency-based Advances under the Revolving Credit.  If any amounts remain thereafter, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Lender as cash collateral for the Reimbursement Obligations, with any additional prepayment monies being applied to any Fees, costs or expenses due and outstanding under this Agreement, and with the remainder of such prepayment thereafter being returned to Borrower.”

18.   Section 2.10(c) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

“(c)           To the extent that, on the date any mandatory repayment of the Revolving Credit Advances under this Section 2.10 or payment pursuant to the terms of any of the Loan Documents is due, the Indebtedness under the Revolving Credit or any other Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate or the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Revolving Credit Lenders, on such terms and conditions as are reasonably acceptable to Agent and upon such deposit the obligation of Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Revolving Credit on the last day of each Eurodollar-Interest Period or Eurocurrency-Interest Period attributable to the Eurodollar-based Advances or Eurocurrency-based Advances of such Revolving Advance (as applicable), thereby avoiding breakage costs under Section 11.1 hereof; provided, however, that if a Default or Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such Eurodollar-based Advances or Eurocurrency-based Advances prior to the last day of the applicable Eurodollar-Interest Period or Eurocurrency-Interest Period, and the Borrower will be obligated to pay any resulting breakage costs under Section 11.1.”

19.   New Section 2.10(d) is hereby added to the Credit Agreement as follows:

“(d)            Excess .

(i)           If at any time and for any reason, the aggregate Dollar Amount of all Indebtedness owing to the Lenders under the Loan Documents is greater than Two Hundred Million Dollars ($200,000,000) an