REVOLVING CREDIT AGREEMENT

Exhibit 10.1 Execution Version U.S. $300,000,000 REVOLVING CREDIT AGREEMENT
DATED AS OF
DECEMBER 9, 2008
AMONG PRIDE INTERNATIONAL, INC.
AS BORROWER AND THE LENDERS NAMED HEREIN AND CITIBANK, N.A.
AS ADMINISTRATIVE AGENT AND NATIXIS
AS SYNDICATION AGENT AND CITIBANK, N.A. AS ISSUING BANK  
CO-LEAD ARRANGERS AND JOINT BOOK RUNNERS:
CITIGROUP GLOBAL MARKETS INC. AND NATIXIS

REVOLVING CREDIT AGREEMENT       THIS REVOLVING CREDIT AGREEMENT , dated as of December 9, 2008, among PRIDE INTERNATIONAL, INC., a Delaware corporation (the " Borrower "), the lenders from time to time parties hereto (each a " Lender " and collectively, the " Lenders "), CITIBANK, N.A., as administrative agent for the Lenders, NATIXIS, as syndication agent for the Lenders (in such capacity, the " Syndication Agent "), BNP PARIBAS, BAYERISCHE HYPO-UND VEREINSBANK AG AND WELLS FARGO BANK, N.A., as documentation agents for the Lenders (in such capacity, the " Documentation Agents "), and CITIBANK, N.A., as issuing bank of the Letters of Credit hereunder (together with any other Lender that agrees (in its sole discretion) to issue a Letter of Credit hereunder, in such capacity, each an Issuing Bank ). WITNESSETH:      WHEREAS, the Borrower has requested that the Lenders establish in its favor a revolving credit facility in the aggregate principal amount of U.S. $300,000,000 (as such amount may increase or decrease in accordance with the terms hereof), pursuant to which facility revolving loans would be made to the Borrower at its election and letters of credit would be issued for the account of the Borrower and its Subsidiaries; and      WHEREAS, the Lenders are willing to make such revolving credit facility 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 I
DEFINITIONS AND ACCOUNTING TERMS      Section 1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):      " Additional Lender " shall have the meaning set forth in Section 2.16(b) .      " Administrative Agent " means Citibank, N.A. in its capacity as Administrative Agent pursuant to Article VII and any successor in such capacity pursuant to Section 7.08 .      " Advance " means (i) a Base Rate Advance or (ii) a LIBOR Advance, as the case may be, and " Advances " means two or more of any such Advance.      " Affected Lender " has the meaning specified in Section 2.11 .      " Affiliate " means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "controls" (including the terms "controlled by" or "under common control with") includes the possession, directly or indirectly, of the power to direct or cause the direction

of the management and policies of a Person, whether through ownership of Equity Interests, by contract or otherwise.      " Agreement " means this Credit Agreement, as amended, supplemented or modified from time to time.      " Alternative Base Rate " means, for any day, the greatest of the then determinable of:      (i) the fluctuating commercial loan rate announced by the Administrative Agent from time to time at its New York, NY office (or other corresponding office, in the case of any successor Administrative Agent) as its prime rate or base rate for U.S. Dollar loans in the United States of America in effect on such day (which base rate may not be the lowest rate charged by such Lender on loans to any of its customers);      (ii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next business day, provided that (A) if such day is not a business day, the rate on such transactions on the immediately preceding business day as so published on the next business day shall apply, and (B) if no such rate is published on such next business day, the rate for such day shall be the average of the offered rates quoted to the Administrative Agent on such day for such transactions by three (3) federal funds brokers of recognized standing as selected by the Administrative Agent, plus (y) a percentage per annum equal to one-half of one percent ( ¹ /2%);      (iii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the LIBO Market Index Rate in effect on such day, plus (y) the Applicable Margin; and      (iv) in the case of Base Rate Advances made in the circumstances set forth in Sections 2.07(c) , 2.07(d) and 2.11 , the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the Cost of Funds on such day, plus (y) the Applicable Margin.      Any change in the Alternative Base Rate due to a change in the prime rate, federal funds rate, the LIBO Market Index Rate or the Cost of Funds specified in clause (i) through (iv) above, shall be effective on the effective date of such change in the prime rate, federal funds rate, LIBO Market Index Rate or Cost of Funds, as applicable.      " Applicable Commitment Fee Rate " means, for any day, at such times as a Credit Rating is in effect, the percentage per annum set forth below opposite the Credit Rating in effect on such day:

     For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more levels, in which case the applicable level will be deemed to be one level above the lower of such levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding the foregoing, if the Borrower shall at any time fail to have in effect a Credit Rating, the Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such Credit Rating first ceases to be in effect, a corporate credit rating or a bank loan rating from S&P and/or Moody’s (or, if neither S&P nor Moody’s 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 from and after the date on which such corporate credit rating or bank loan rating is obtained until such time (if any) that a Credit Rating becomes effective again, the Applicable Commitment Fee Rate shall be based on such corporate credit or bank loan rating or ratings in the same manner as provided herein with respect to the Credit Rating (with Level 5 being the Applicable Commitment Fee Rate in effect from the time the Credit Rating ceases to be in effect until the earlier of (x) the date on which any such corporate credit rating or bank loan rating is obtained and (y) the date on which a Credit Rating becomes effective again).      " Applicable Lending Office " means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a LIBOR Advance.      " Applicable Margin " means, for any day, at such times as a Credit Rating is in effect, the percentage per annum set forth below opposite the Credit Rating in effect on such day:

     For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more levels, in which case the applicable level will be deemed to be one level above the lower of such levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding the foregoing, if the Borrower shall at any time fail to have in effect a Credit Rating, the Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such Credit Rating first ceases to be in effect, a corporate credit rating or a bank loan rating from S&P and/or Moody’s (or, if neither S&P nor Moody’s 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 from and after the date on which such corporate credit rating or bank loan rating is obtained until such time (if any) that a Credit Rating becomes effective again, the Applicable Margin shall be based on such corporate credit or bank loan rating or ratings in the same manner as provided herein with respect to the Credit Rating (with Level 5 being the Applicable Margin in effect from the time the Credit Rating ceases to be in effect until the earlier of (x) the date on which any such corporate credit rating or bank loan rating is obtained and (y) the date on which a Credit Rating becomes effective again).      " Arrangers " means Citigroup Global Markets Inc. and Natixis.      " Bankruptcy Code " means Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto.      " Base Rate Advance " means an Advance which bears interest as provided in Section 2.05(a) (or, if Section 2.05(c) applies, that bears interest at 2% per annum above the rate provided in Section 2.05(a) ).      " Borrower " means Pride International, Inc., a Delaware corporation.      " Borrowing " means (i) any extension of credit of the same Type made by the Lenders on the same date by way of Advances having, in the case of a Borrowing comprised of LIBOR

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Advances, a single Interest Period, including any Borrowing advanced, continued or converted, or (ii) the issuance, increase or extension of a Letter of Credit. A Borrowing is "advanced" on the day the Lenders advance funds comprising such Borrowing to the Borrower or a Letter of Credit is issued, increased or extended, is "continued" (in the case of a Borrowing comprised of LIBOR Advances) on the date a new Interest Period commences for such Borrowing, and is "converted" (in the case of a Borrowing comprised of LIBOR Advances or Base Rate Advances) when such Borrowing is changed from one Type of Advances to the other.      " Business Day " means (a) any day of the year except Saturday, Sunday and any day on which Lenders are required or authorized to close in New York City, Houston, Texas or Paris, France and (b) if the applicable Business Day relates to any LIBOR Advances, any day which is a "Business Day" described in clause (a) and which is also a day for trading by and between banks in the London interbank Eurodollar market.      " Capital Lease Obligations " means, with respect to any capital lease, all lease obligations that under GAAP are required to be capitalized in respect of such capital lease on the books of the lessee at the time of determination, in each case taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with GAAP.      " Change in Control " means an event by which (a) any Person or group of Persons acting in concert (as such terms are used in Rule 13d-5 under the Exchange Act), acquires directly or indirectly 30% or more of the combined voting power of all outstanding securities of the Borrower entitled to vote in the election of directors, other than securities having such power only by reason of the happening of a contingency; and (b) during any period of twelve (12) consecutive months following an event described in clause (a) of this definition, a majority of the members of the board of directors of the Borrower ceases to be composed of individuals (i) who were members of that board on the first day of such period, (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or (iii) whose election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).      " Code " means the Internal Revenue Code of 1986 as amended from time to time, or any successor Federal tax code, and any reference to any statutory provision of the Code shall be deemed to be a reference to any successor provision or provisions.      " Collateral Account " means an interest-bearing deposit account of the Borrower (i) with the Administrative Agent or one of its Affiliates, (ii) over which the Borrower has no control, and (iii) in which the Administrative Agent has a first priority perfected security interest securing the relevant Obligations.

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     " Commitment " means, relative to any Lender, such Lender’s obligations to make Advances and participate in Letters of Credit pursuant to Sections 2.01 and 2.19 , initially in the amount and percentage set forth opposite its signature hereto or the Transfer Agreement pursuant to which such Lender shall have assumed its Commitment, as applicable, as such obligations may be reduced or increased from time to time as expressly provided pursuant to this Agreement. The initial aggregate amount of the Lenders’ Commitments is $300,000,000.      " Commitment Increase Effective Date " has the meaning specified in Section 2.16(c) .      " Commitment Termination Date " means the earliest of (i) the Maturity Date, (ii) the date on which the Commitments are terminated in full or reduced to zero pursuant to Section 2.15 , and (iii) the occurrence of any Event of Default described in Section 6.01 (f) or (g) or the occurrence and continuance of any other Event of Default and either (x) the declaration of the Advances to be due and payable pursuant to Section 6.01 , or (y) in the absence of such declaration, the giving of written notice by the Administrative Agent, acting at the direction of the Majority Lenders, to the Borrower pursuant to Section 6.01 that the Commitments have been terminated.      " Consolidated " refers to the consolidation of the accounts of the Borrower and its Subsidiaries in accordance with GAAP.      " Consolidated Debt " means all Debt of the Borrower and its Subsidiaries (other than SPV’s) that would be reflected on a consolidated balance sheet of such Persons prepared in accordance with GAAP.      " Consolidated Debt to Total Tangible Capitalization Ratio " means, at any time, the ratio of Consolidated Debt at such time to Total Tangible Capitalization at such time.      " Consolidated EBITDA " means, for any period, the sum, determined on a consolidated basis, of (i) revenues after operating costs and selling, general and administrative expenses (but, for the avoidance of doubt, before taxes and interest), plus (ii) to the extent included in such costs and expenses, (a) depreciation expense, (b) amortization expense and (c) other non-cash expense (including, without limitation, impairment of goodwill), in each case of the Borrower and its Subsidiaries (other than SPV’s) determined in accordance with GAAP for such period.      " Consolidated Interest Expense " means, for any period, the consolidated cash interest expense (excluding, for the avoidance of doubt, write-offs or amortization of deferred financing costs) on indebtedness of the Borrower and its Subsidiaries (other than SPV’s) determined in accordance with GAAP for such period.      " 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 (excluding the effect on shareholders equity of cumulative foreign exchange translation adjustments, impairment charges and the amortization of intangible assets) 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 and its Subsidiaries as of such date prepared in accordance with GAAP. For purposes of this definition, SPV’s shall be accounted

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for pursuant to the equity method of accounting and any mark-to-market non-cash adjustments in respect of convertible securities shall be excluded.      " Convert ", " Conversion " and " Converted " each refers to a conversion of Advances of one Type into Advances of another Type, as the case may be, pursuant to Section 2.05(a) , Section 2.07 , Section 2.08 , or Section 2.11 .      " Cost of Funds " means, on any day when the Majority Lenders (such Lenders being referred to as the " Cost of Funds Majority Lenders ") notify the Administrative Agent that the applicable interest rate under clause (i), (ii) or (iii) of the definition of Alternative Base Rate will not adequately reflect the cost to such Lenders of making, funding or maintaining their respective Base Rate Advances on such day, the weighted average of the Effective Cost for all Cost of Funds Majority Lenders on such day, which shall be expressed as a rate of interest per annum to be charged on each day from the date of such Base Rate Advance until paid when due. The " Effective Cost " for each Cost of Funds Majority Lender means, for any day, the cost (as determined by such Lender) for such Lender to obtain borrowed funds for maintaining a Base Rate Advance on such day.      For purposes of the foregoing calculation, the weighted average of the Effective Cost of all Cost of Funds Majority Lenders, for any day, shall be equal to the sum of the weighted Effective Cost for each applicable Cost of Funds Majority Lender, and each such weighted Effective Cost shall be equal to the product of (A) the amount (expressed as a percentage) obtained (x) by dividing (i) such Lender’s Commitment on such day by (y) the aggregate amount on such day of all Commitments of all applicable Cost of Funds Majority Lenders, or (ii) if no Commitments exist on such date, by dividing (x) such Lender’s Commitment immediately prior to the termination of the Commitments by (y) the aggregate amount of all Commitments of all of the applicable Cost of Funds Majority Lenders immediately prior to such termination and (B) such Lender’s Effective Cost for such day.      On each day on which the Cost of Funds Majority Lenders have notified the Administrative Agent that the applicable interest rate under clause (i), (ii) or (iii) of the definition of Alternative Base Rate will not adequately reflect the cost to such Lenders of making, funding or maintaining their respective Base Rate Advances, each such Lender shall promptly provide the Administrative Agent with the amount representing such Lender’s Effective Cost for such day, and the Administrative Agent will, after receipt of such information from each such Lender, furnish to the Borrower in writing the name of each such Lender and the amount representing each such Lender’s Effective Cost for such day.      " Cost of Funds Majority Lenders " has the meaning specified for such term in the definition of " Cost of Funds ."      " Credit Document " means this Agreement, each Note, each Notice of Borrowing, each Notice of Letter of Credit, each Letter of Credit, any Subsidiary Guaranties in effect from time to time and each other document or instrument executed and delivered in connection with this Agreement.

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     " Credit Parties " means, collectively, the Borrower and each Guarantor, and " Credit Party " means, individually, each such Person.      " Credit Rating " means the debt rating (either express or implied) by S&P or Moody’s in respect of the Borrower’s non-credit enhanced senior unsecured long-term debt.      " Debt " 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 arising, whether absolute or contingent, out of drawn letters of credit issued for such Person’s account or pursuant to such Person’s application securing Debt; (iv) obligations of other Persons, whether or not assumed, secured by liens (other than Permitted Liens) upon property or payable 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) Capital Lease Obligations of such Person; (vi) net obligations under interest rate protection agreements that have been cancelled or otherwise terminated before their scheduled expiration or are otherwise due and payable; and (vii) obligations of such Person pursuant to a Guaranty of any of the foregoing of another Person; provided, however, Debt shall exclude Non-Recourse Debt (other than Pre-Completion Guaranties). Debt of any Person shall include the Debt of any partnership or joint venture to the extent holders of such Debt have recourse to such Person.      " Default " means an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default.      " Defaulting Lender " means any Lender that (a) has failed to fund any Advance required to be funded by it hereunder, (b) has notified the Administrative Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, or (c) (i) is insolvent or (ii) has become the subject of a bankruptcy, receivership or insolvency or similar proceeding, or has had a receiver, conservator, trustee or custodian or similar entity appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.      " Demand Loan " has the meaning specified in Section 2.19(c) .      " Documentation Agents " has the meaning specified in the first paragraph hereof.      " Dollars " and " $ " means lawful money of the United States of America.      " Domestic Lending Office " means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Transfer Agreement pursuant to which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

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     " Effective Cost " has the meaning specified in the definition of " Cost of Funds ".      " Effective Date " has the meaning specified in Section 3.01 .      " Eligible Assignee " means (i) any Lender, (ii) with the consent of the Issuing Banks (which consent will not be unreasonably withheld), any Affiliate of any Lender, and (iii) with the consent of the Administrative Agent, the Issuing Banks and, if no Event of Default has occurred and is continuing, the Borrower (which consent will not be unreasonably withheld), any other commercial bank or financial institution not covered by clause (i) or (ii) of this definition; provided that neither the Borrower nor any Subsidiary or Affiliate of the Borrower shall be an Eligible Assignee.      " Environment " shall have the meaning set forth in 42 U.S.C. § 9601(8) as defined on the date of this Agreement, and " Environmental " means pertaining or relating to the Environment.      " Environmental Law " means any law, statute, ordinance, rule, regulation, order, decision, decree, judgment, permit, license, authorization or other agreement or Governmental Requirement arising from, in connection with or relating to the pollution, protection or regulation of the Environment or the protection or regulation of health or safety, whether the foregoing are required or promulgated by any government or agency or other authority of or in the United States (whether local, state, or federal) or any foreign country or subdivision thereof, including those relating to the disposal, removal, remediation, production, storing, refining, handling, transferring, processing, recycling or transporting of or exposure to any material or substance, wherever located.      " EPA " means the United States Environmental Protection Agency or any successor thereto.      " Equity Interest " means as to any Person, any capital stock, partnership interest, joint venture interest, company interest, membership interest or other equity interest in such Person, or any warrant, option or other right to acquire any Equity Interest in such Person.      " ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute, together with the regulations thereunder, as in effect from time to time.      " ERISA Affiliate " means any trade or business (whether or not incorporated) which is a member of a group of which the Borrower is a member and which is under common control within the meaning of the regulations under Section 414 of the Code.      " ERISA Liabilities " means at any time the minimum liability with respect to Plans which would be required to be reflected at such time as a liability on the balance sheet of the Borrower under paragraphs 36 and 70 of Statement of Financial Accounting Standards No. 87, as such Statement may from time to time be amended, modified or supplemented, or under any successor statement issued in replacement thereof.      " Eurocurrency Liabilities " has the meaning assigned to that term in Regulation D of the Federal Reserve Board, as in effect from time to time.

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     " Eurodollar Lending Office " means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Transfer Agreement pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.      " Eurodollar Rate Reserve Percentage " of any Lender for any Interest Period with respect to any LIBOR Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.      " Events of Default " has the meaning specified in Section 6.01 .      " Exchange Act " means the Securities Exchange Act of 1934, as amended, and any successor statute.      " Existing Credit Facility " means the credit facility provided under the Credit Agreement dated as of July 7, 2004 among Pride Offshore, Inc., a Delaware corporation, the guarantors party thereto, the lenders party thereto, Calyon New York Branch and Natexis Banques Populaires, as issuing banks and as swingline lenders, Citicorp North America, Inc., as administrative agent, and Citibank, N. A., as collateral agent, as amended.      " Expiration Date " means, for any Letter of Credit, the later of (i) the Stated Expiry Date of such Letter of Credit or such earlier date, if any, on which such Letter of Credit is permanently cancelled in writing by the Borrower, the beneficiary thereof and each transferee, if any, thereof, (ii) if any Extension Event referred to in clause (i) of the definition herein of Extension Event shall occur in respect of such Letter of Credit, the date on which the Issuing Bank shall receive an opinion from its counsel to the effect that a final and nonappealable judgment or order has been rendered or issued either terminating the order, injunction or other process or decree restraining the Issuing Bank from paying under such Letter of Credit or permanently enjoining the Issuing Bank from paying under such Letter of Credit, and (iii) if any Extension Event referred to in clause (ii) of the definition herein of Extension Event shall occur in respect of such Letter of Credit, the date on which the Issuing Bank shall receive an opinion from its counsel to the effect that the Issuing Bank has no further liability under such Letter of Credit.      " Extension Event " means, in respect of any Letter of Credit, that at any time either (i) the Issuing Bank shall have been served with or otherwise be subjected to a court order, injunction or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under such Letter of Credit and either (a) there has been a drawing under such Letter of Credit which the Issuing Bank would otherwise be obligated to pay or (b) the Stated Expiry Date of such Letter of Credit has occurred but the right of the beneficiary or transferee to draw under such Letter of Credit has been extended past such date in connection with the pendency of the related court action or proceeding; or (ii) the beneficiary or transferee shall have made a demand,

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on or prior to the Stated Expiry Date of such Letter of Credit, to the effect that the Stated Expiry Date be extended or that the value of such Letter of Credit be held for the account of the beneficiary or transferee, in either case under circumstances in which the Issuing Bank may incur liability or loss if the Issuing Bank does not comply with such demand, and either (a) the Borrower shall have failed to authorize the Issuing Bank to so extend the Stated Expiry Date within three banking days after the Issuing Bank shall have notified the Borrower of such demand or (b) the Issuing Bank shall in its sole discretion decline to extend such Stated Expiry Date.      " FCPA Investigation " means any investigation being conducted by the Borrower or its representatives, the U.S. Department of Justice, or the U.S. Securities and Exchange Commission into possible payments to non-U.S. government officials, whether directly or indirectly, as well as corresponding accounting entries and internal control issues, which may violate the U.S. Foreign Corrupt Practices Act, as is more fully described in the Borrower’s Form 10-Q filed on October 30, 2008.      " FDIC " means the Federal Deposit Insurance Corporation, or any federal agency or authority of the United States from time to time succeeding to its function.      " Federal Funds Rate " means, for any day, a fluctuating interest rate per annum equal for such day to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.      " Federal Reserve Board " means the Board of Governors of the Federal Reserve System, or any federal agency or authority of the United States from time to time succeeding to its function.      " Fiscal Year " means the fiscal year of Borrower and its Subsidiaries ending on December 31 of each calendar year. For purposes of this Agreement, any particular Fiscal Year may be designated by reference to the calendar year in which such Fiscal Year ends.      " Foreign Subsidiary " means each Subsidiary organized and existing under the law of a jurisdiction other than the United States, any state or territory thereof, the District of Columbia or any political subdivision of the United States, any state or territory thereof or the District of Columbia.      " 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. All calculations for purposes of determining compliance with the financial covenants set forth in Sections 5.02(a) and 5.02(b) , however, shall be adjusted to reflect GAAP accounting principles and policies consistent with those in effect on December 31, 2007.

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     " Governmental Requirements " means all judgments, orders, writs, injunctions, decrees, awards, laws, ordinances, statutes, regulations, rules, franchises, permits, certificates, licenses, authorizations and the like and any other requirements of any government or any commission, board, court, agency, instrumentality or political subdivision thereof.      " Guarantor " means any Subsidiary of the Borrower required to execute and deliver a Subsidiary Guaranty hereunder pursuant to Section 5.02(d)(xi) , unless and until the relevant Subsidiary Guaranty is released pursuant to Section 5.02(d)(xi) .      " 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 transactions in the ordinary course of business) of such Person guaranteeing any Debt 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 Debt, or to purchase any property or assets constituting security therefor, primarily for the purpose of assuring the owner of such Debt of the ability of the primary obligor to make payment of such Debt; or (ii) to advance or supply funds (x) for the purchase or payment of such Debt, 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 Debt, in each case primarily for the purpose of assuring the owner of such Debt of the ability of the primary obligor to make payment of such Debt; 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 Debt of the ability of the primary obligor to make payment of such Debt; or (iv) otherwise to assure the owner of such Debt of the primary obligor against loss in respect thereof. For computational purposes, the amount of a Guaranty in respect of any Debt shall be deemed to be equal to the amount that would apply if such Debt 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 Materials " means (i) any substance or material identified as a hazardous substance pursuant to any Environmental Law, (ii) any substance or material regulated as a hazardous or solid waste pursuant to any Environmental Law, (iii) any other material or substance regulated under any Environmental Law and (iv) pollutants, contaminants, toxic substances, radioactive materials, refined products, natural gas liquids, crude oil, petroleum and petroleum products, polychlorinated biphenyls and asbestos.      " Hedging Agreement " means any swap, collar, cap, option, any combination of the foregoing or any other hedge relating to any commodity, interest rates, currency, gas, electricity or other product or service.      " Illegality Event " has the meaning specified in Section 2.11 .      " Indemnified Parties " has the meaning specified in Section 8.04(c) .      " Information " has the meaning specified in Section 8.09 .

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     " Insufficiency " means, with respect to any Plan, the amount, if any, by which the present value of the accrued benefits under such Plan exceeds the fair market value of the assets of such Plan allocable to such benefits.      " Interest Coverage Ratio " means, for any period, the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest Expense for such period.      " Interest Period " means, with respect to each LIBOR Advance, in each case comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months (or, with the consent of each Lender making a LIBOR Advance as part of such Borrowing, any other period), in each case as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided that:           (i) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;           (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;           (iii) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which such Interest Period would have ended if there were a numerically corresponding day in such calendar month;           (iv) no Interest Period for any Advance may end after the Maturity Date; and           (v) the Borrower may not select any Interest Period if any Event of Default exists.      " Issuing Bank " has the meaning specified in the first paragraph hereof.      " Joinder Agreement " means an agreement in substantially the form of Exhibit H signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof.

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     " Lender Parties " means the Administrative Agent, the Issuing Banks, the Lenders and the Arrangers.      " Lender " has the meaning specified in the first paragraph hereof.      " Letter of Credit " means each letter of credit issued by an Issuing Bank pursuant to Section 2.19 , as extended or otherwise modified by an Issuing Bank from time to time.      " Letter of Credit Liabilities " means the maximum aggregate amount of all undrawn portions of Letters of Credit (after giving effect to any step up provision or other mechanism for increases, if any, and assuming compliance with all conditions to drawing) plus the aggregate amount of all drawings under Letters of Credit which are unpaid.      " L/C Cash Collateral Account " has the meaning specified in Section 6.02 .      " L/C Related Documents " has the meaning specified in Section 2.19(d) .      " LIBO Market Index Rate " means, for any day, with respect to any interest calculation for Base Rate Advances, (a) the rate per annum (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing at Reuters Reference LIBOR01 page (or on any successor thereto or substitute therefor provided by Reuters, providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time for such day (or, if such day is not a Business Day, the immediately preceding Business Day) as the rate for dollar deposits with a one-month maturity; (b) if for any reason the rate specified in clause (a) of this definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or substitute page therefor provided by Reuters), the rate per annum (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing on Bloomberg Financial Markets Service (or any successor thereto) as the London interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time for such day (or, if such day is not a Business Day, the immediately preceding Business Day) as the rate for dollar deposits with a one-month maturity; and (c) if the rate specified in clause (a) of this definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or substitute therefor provided by Reuters) and if no rate specified in clause (b) of this definition so appears on Bloomberg Financial Markets Service (or any successor thereto), the average (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) of the respective rates per annum at which dollar deposits are offered by the principal offices of each Reference Bank in London, England in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, for such day, with a one-month maturity and in an amount substantially equal to such Reference Bank’s Base Rate Advances outstanding on such day; provided , however, if a Reference Bank does not supply a quotation by such specified time, the applicable LIBO Market Index Rate shall be determined on the basis of the quotations of the remaining Reference Banks.      " LIBO Rate " means, for any Interest Period for each LIBOR Advance comprising part of the same Borrowing, (a) the rate per annum (rounded upward, if not an integral multiple of 1/100

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of 1%, to the nearest 1/100 of 1% per annum) appearing at Reuters Reference LIBOR01 page (or on any successor thereto or substitute therefor provided by Reuters, providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; (b) if for any reason the rate specified in clause (a) of this definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or substitute page therefor provided by Reuters), the rate per annum (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing on Bloomberg Financial Markets Service (or any successor thereto) as the London interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period for a maturity comparable to such Interest Period; and (c) if the rate specified in clause (a) of this definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or substitute therefor provided by Reuters) and if no rate specified in clause (b) of this definition so appears on Bloomberg Financial Markets Service (or any successor thereto), the average (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) of the respective rates per annum at which dollar deposits are offered by the principal offices of each Reference Bank in London, England in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, in an amount substantially equal to such Reference Bank’s LIBOR Advances to be outstanding during such Interest Period and for a period equal to such Interest Period; provided , however, if a Reference Bank does not supply a quotation by such specified time, the applicable LIBO Market Index Rate shall be determined on the basis of the quotations of the remaining Reference Banks.      " LIBOR Advance " means an Advance which bears interest as provided in Section 2.05(b) (or, if Section 2.05(c) applies, that bears interest at 2% per annum above the rate provided in Section 2.05(b) ).      " LIBOR Borrowing " means a Borrowing comprised of LIBOR Advances.      " Lien " means any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind (including any production payment, advance payment or similar arrangement with respect to minerals, any agreement to grant any Lien, any conditional sale or other title retention agreement and the interest of a lessor under a capital lease), whether or not filed, recorded or otherwise perfected under applicable law. For the avoidance of doubt, an agreement to refrain from granting a Lien shall not constitute a Lien.      " Losses " has the meaning specified in Section 8.04(c) .      " Majority Lenders " means at any time Lenders holding more than 50% of the sum of the then aggregate unpaid principal amount of the Advances held by Lenders plus the then existing amount of Letter of Credit Liabilities plus the then unused Commitments. For purposes of this definition, Letter of Credit Liabilities shall be considered held by the respective Lenders in accordance with the respective amounts of their participations therein pursuant to Section 2.19 ,

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with the Lender that is the Issuing Bank holding the balance thereof after taking into account such participations.      " Material Adverse Effect " means a material adverse effect on (i) the business, assets, operations, properties or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower and the Guarantors, taken as a whole, to perform their obligations under the Credit Documents, (iii) the rights of or benefits or remedies available to any Lender under the Credit Documents or (iv) the legality, validity, binding effect or enforceability of the Credit Documents.      " Maturity Date " means December 9, 2011.      " Moody’s " means Moody’s Investors Service, Inc. or any successor thereto.      " Multiemployer Plan " means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.      " Multiple Employer Plan " means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which the Borrower or any ERISA Affiliate, and one or more employers other than the Borrower or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Borrower or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.      " Non-Core Assets " means any assets of the Borrower or any of its Subsidiaries (including equity interests in any Subsidiaries of the Borrower), the sale, transfer or other disposition of which would not reasonably be expected to result in a Material Adverse Effect and, in any event, includes the land rigs, the independent leg jack-up rigs and the mat-supported jack-up rigs of the Borrower and its Subsidiaries and other assets incidental thereto or arising therefrom.      " Non-Recourse Debt " means, (i) with respect to any Person other than an SPV, the obligations of such Person against which the obligee has no recourse, except (A) as to certain named or described present or future assets or interests of such Person, (B) pursuant to Performance Guaranties provided by the Borrower or any Subsidiary or (C) pursuant to Pre-Completion Guaranties provided by the Borrower or any Subsidiary, and (ii) the obligations of any SPV 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 such SPV.      " Note " means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A , evidencing the aggregate indebtedness of the Borrower to such Lender resulting from Advances owed to such Lender.      " Notice of Borrowing " has the meaning specified in Section 2.02 .      " Notice of Letter of Credit " has the meaning specified in Section 2.19(a) .

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     " Obligations " means all obligations (liquidated, contingent or otherwise) from time to time owed by the Borrower or any Subsidiary pursuant to, as a result of or in connection with any of the Credit Documents, including all principal of and interest on the Advances, all obligations to reimburse the Issuing Banks for any payment under any Letter of Credit and all obligations to pay fees, costs, expenses, indemnities and other amounts under any Credit Document.      " Other Taxes " has the meaning specified in Section 2.13(c) .      " Patriot Act " means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.      " Payment Office " means the office of the Administrative Agent located at 399 Park Avenue, New York, New York 10043 or such other office as the Administrative Agent may designate by written notice to the other parties hereto.      " PBGC " means the Pension Benefit Guaranty Corporation, or any federal agency or authority of the United States from time to time succeeding to its function.      " Performance Guaranty " means any guaranty (other than a Pre-Completion Guaranty) by any Person of performance (other than the payment of Debt or Non-Recourse Debt) of another Person delivered in connection with the financing of drill ships, offshore mobile drilling units or offshore drilling rigs of such other Person.      " Permitted Liens " shall have the meaning set forth in Section 5.02(c) .      " Person " means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm or other entity, or a government or any political subdivision or agency, department or instrumentality thereof.      " Plan " means an employee benefit plan (other than a Multiemployer Plan) which is (or, in the event that any such plan has been terminated within five years after a transaction described in Section 4069 of ERISA, was) maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA.      " Pre-Completion Guaranty ", by any Person, means any guaranty of such Person guaranteeing (a) Non-Recourse Debt incurred by another Person for the purpose of financing the construction of, or any upgrade to, any drill ship, offshore mobile drilling unit or offshore drilling rig of such other Person or (b) the obligations of a SPV under bareboat charters for any drillship, offshore mobile drilling unit or offshore drilling rig owned or operated by such SPV; provided that any such guaranty shall be deemed to be a Pre-Completion Guaranty until such time as such guaranty is no longer in effect.      " Prescribed Forms " shall mean such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the United States and the country of

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residence of the Lender providing the forms or statements, (b) the Code, or (c) any applicable rule or regulation under the Code, permit the Borrower to make payments hereunder for the account of such Lender free of deduction or withholding of income or similar taxes (except for any deduction or withholding of income or similar taxes as a result of any change in or in the interpretation of any such treaty, the Code or any such rule or regulation).      " Project Finance Subsidiary " means any Subsidiary of the Borrower whose principal purpose is to incur indebtedness or to become an owner of interests in a Person created to conduct the business activities for which such indebtedness was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by such indebtedness.      " property " or " asset " (in either case, whether or not capitalized) means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.      " Ratable Percentage " means, as to any Lender at any date, the amount (expressed as a percentage) obtained (i) by dividing (a) such Lender’s Commitment at such date by (b) the aggregate amount at such date of all Commitments of all the Lenders, or (ii) if no Commitments exist on such date, by dividing (a) such Lender’s Commitment immediately prior to the termination of the Commitments by (b) the aggregate amount of all Commitments of all of the Lenders immediately prior to such termination.      " Reference Banks " means Citibank, N.A., Natixis and BNP Paribas, or if any such Lender assigns all of its Commitment and the Advances owing to it in accordance with Section 8.06 , such other Lender as may be designated by the Administrative Agent and approved by the Borrower (such approval not to be unreasonably withheld).      " Register " has the meaning specified in Section 8.06(c) .      " Regulation U " means Regulation U of the Federal Reserve Board, as the same is from time to time in effect.      " Related Parties " means, with respect to any Person, such Person’s Affiliates and such Person’s, and such Person’s Affiliates, respective managers, administrators, trustees, partners, directors, officers, employees, agents and advisors.      " Responsible Officer " means, the Chief Executive Officer, President, Chief Financial Officer, any Executive or Senior Vice President, or the Treasurer of the Borrower.      " Revolving Credit Exposure " means, with respect to any Lender at any time, the sum at such time, without duplication, of such Lender’s Ratable Percentage of (i) the aggregate principal amount of the outstanding Advances at such time, and (ii) the aggregate outstanding Letter of Credit Liabilities at such time.      " Sale Leaseback Transaction " of any Person means any arrangement entered into by such Person or any Subsidiary of such Person, directly or indirectly, whereby such Person or any Subsidiary of such Person shall sell or transfer any property, whether now owned or hereafter acquired, to any other Person (a "Transferee"), and whereby such first Person or any Subsidiary

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of such first Person shall then or thereafter rent or lease as lessee such property or any part thereof or rent or lease as lessee from such Transferee or any other Person other property which such first Person or any Subsidiary of such first Person intends to use for substantially the same purpose or purposes as the property sold or transferred.      " SEC " means the United States Securities and Exchange Commission, or any governmental authority succeeding to the functions of said Commission.      " Securities Act " means the Securities Act of 1933, as amended, and any successor statute.      " Significant Subsidiary " has the meaning ascribed to such term under Regulation S-X promulgated under the Exchange Act. For purposes of this Agreement, each Guarantor is a Significant Subsidiary.      " S&P " means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., and any successor thereto.      " Spin-off Subsidiaries " has the meaning specified in Section 5.02(d)(xii) .      " SPV " means any Person that is designated by the Borrower as a special purpose vehicle, 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 the Borrower’s 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 Debt) 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 Debt) 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.      " Stated Expiry Date " means the original expiration date stated on the face of any Letter of Credit, or such other date, if any, to which the Issuing Bank extends the expiration of such Letter of Credit at the request of the Borrower.      " Subsidiary " of any Person means a corporation, partnership, joint venture, limited liability company or other business entity (other than, except in the context of financial statements, 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 or similar governing body (irrespective of whether or not at the time stock or other

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equity interests of any other class or classes of such corporation, partnership, joint venture, limited liability company or other business 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. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.      " Subsidiary Debt Basket Amount " has the meaning specified in Section 5.02(d)(x) .      " Subsidiary Guaranty " means any Guaranty of any Subsidiary delivered pursuant to Section 5.02(d)(xi) .      " Syndication Agent " has the meaning specified in the first paragraph hereof.      " Taxes " has the meaning specified in Section 2.13(a) .      " Termination Event " means (a) a "reportable event", as such term is described in Section 4043 of ERISA (other than a "reportable event" not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a "substantial employer", as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c) the treatment of a Plan amendment as a termination under Section 4041(b) of ERISA, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, or (d) the distribution of a notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA or the termination of a Plan under Section 4041(c) of ERISA, or (e) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (f) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.      " Total Tangible Capitalization " shall mean, as of any date of determination, the sum of Consolidated Debt plus Consolidated Tangible Net Worth as of such date.      " Transfer Agreement " means a transfer agreement entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit F .      " Type ", when used in reference to any Advance or Borrowing, refers to whether the rate of interest on such Advance, or on the Advances comprising such Borrowing, is determined by reference to the LIBO Rate or the Alternative Base Rate.      " Utilization Fee Rate " means, for any day, at such times as a Credit Rating is in effect, the percentage per annum set forth below opposite the Credit Rating in effect on such day:

     For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more levels, in which case the applicable level will be deemed to be one level above the lower of such levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding the foregoing, if the Borrower shall at any time fail to have in effect a Credit Rating, the Borrower shall seek and obtain (if not already in effect), within thirty (30) days after such Credit Rating first ceases to be in effect, a corporate credit rating or a bank loan rating from S&P and/or Moody’s (or, if neither S&P nor Moody’s 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 from and after the date on which such corporate credit rating or bank loan rating is obtained until such time (if any) that a Credit Rating becomes effective again, the Utilization Fee Rate shall be based on such corporate credit or bank loan rating or ratings in the same manner as provided herein with respect to the Credit Rating (with Level 5 being the Utilization Fee Rate in effect from the time the Credit Rating ceases to be in effect until the earlier of (x) the date on which any such corporate credit rating or bank loan rating is obtained and (y) the date on which a Credit Rating becomes effective again).      " Wholly-Owned Subsidiary " of any Person means any Subsidiary of such Person all of the Equity Interests (other than shares required to law to be owned by another Person, director’s qualifying shares and other immaterial interests) in which are owned by such Person and/or one or more other Wholly-Owned Subsidiaries of such Person.      " Withdrawal Liability " shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.      Section 1.02. Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word " from " means "from and including" and the words " to " and " until " each means "to but excluding". Unless otherwise indicated, all references to a particular time are references to New York City time.

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     Section 1.03. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP.      Section 1.04. Miscellaneous . The words " hereof ", " herein " and " hereunder " and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. The term " including " shall mean "including, without limitation,", the term " include " shall mean "include, without limitation," and the term " includes " shall mean "includes, without limitation,". ARTICLE II
AMOUNT AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT      Section 2.01. The Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make one or more Advances to the Borrower from time to time on any Business Day prior to the Commitment Termination Date in an aggregate amount not to exceed at any time outstanding an amount equal to (i) the amount of such Lender’s Commitment minus (ii) such Lender’s Ratable Percentage of the sum of outstanding Letter of Credit Liabilities; provided that no Advance shall be required to be made, except as part of a Borrowing that is in an aggregate amount that is an integral multiple of $1,000,000 and is not less than (a) in the case of a Borrowing comprised of LIBOR Advances, $5,000,000 and (b) in the case of a Borrowing comprised of Base Rate Advances, $1,000,000, and each Borrowing shall consist of Advances of the same Type having (in the case of a Borrowing comprised of LIBOR Advances) the same Interest Period, made on the same day by the Lenders ratably according to their respective Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Advances.      Section 2.02. Making the Advances . (a) Each Borrowing shall be made on notice, given not later than (x) in the case of a proposed Borrowing comprised of LIBOR Advances, 10:00 A.M. (New York City time) at least three Business Days prior to the date of the proposed Borrowing and (y) in the case of a proposed Borrowing comprised of Base Rate Advances, 12:00 P.M. (New York City time) at least two Business Days prior to the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give prompt notice thereof by telecopy to each Lender. Each such notice of a Borrowing (a " Notice of Borrowing ") shall be by telecopy or by telephone, confirmed promptly in writing. Each written Notice of Borrowing shall be substantially in the form of Exhibit B , and each written and each telephonic Notice of Borrowing shall specify therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of LIBOR Advances, initial Interest Period for each such Advance, provided that there shall not at any time be more than a total of ten (10) Borrowings containing LIBOR Advances outstanding. On the proposed date of a Borrowing, each Lender shall, before 11:00 A.M. (New York City time) with respect to Borrowings comprised of LIBOR Advances, and before 2:00 P.M. (New York City time) with respect to Borrowings comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its Payment Office, in same day funds, such Lender’s Ratable Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the

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applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s Payment Office.           (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.           (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.           (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.           (e) Any Lender may request that Advances made by it be evidenced by a Note in the principal amount of such Lender’s Commitment. In such event, the Borrower shall prepare, execute and deliver to each such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the form of Note attached hereto as Exhibit A . In addition, if a Lender holding a Note increases its Commitment under Section 2.16 hereof, and such Lender requests a new Note evidencing such increased Commitment, the Borrower shall prepare, execute and deliver to such Lender a replacement Note in exchange for such Lender’s existing Note, payable to the order of such

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Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the form of Note attached hereto as Exhibit A .      Section 2.03. Fees . (a) Commitment Fee . The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the daily amount of such Lender’s Commitment (whether used or unused), from the date hereof, in the case of each Lender listed on the signature pages hereof, and from the effective date specified in the Transfer Agreement pursuant to which it became a Lender, in the case of each other Lender, until the Commitment Termination Date; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable quarterly in arrears on the 7th day of each January, April, July and October, commencing January 7, 2009, on the Commitment Termination Date, and if the immediately preceding proviso is applicable, on the date(s) the Lenders shall have no further Revolving Credit Exposure. The commitment fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).           (b) Utilization Fee . For any day prior to the Commitment Termination Date on which the outstanding principal amount of the Advances plus the Letter of Credit Liabilities shall be greater than or equal to an amount equal to 50% of the total Commitments then in effect (and for any day after the termination of all the Commitments on which any Advances or Letter of Credit Liabilities shall be outstanding, if the principal amount of the Advances plus the Letter of Credit Liabilities outstanding on the date the Commitments terminated was greater than or equal to 50% of the total Commitments in effect on the date the Commitments terminated), the Company shall pay to the Administrative Agent for the account of each Lender a utilization fee equal to the Utilization Fee Rate on such day multiplied by the sum of (i) the aggregate amount of such Lender’s outstanding Advances on such day and (ii) such Lender’s Ratable Percentage of the outstanding Letter of Credit Liabilities on such day. Accrued and unpaid utilization fees, if any, shall be payable quarterly in arrears on the 7th day of each January, April, July and October, commencing January 7, 2009, on the Commitment Termination Date and, if the provisions set forth in the parenthetical in the immediately preceding sentence apply, on the date(s) the Lenders shall have no further Revolving Credit Exposure. All utilization fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).           (c) Other Fees . The Borrower shall pay to the Administrative Agent and Arrangers such fees as may be separately agreed to by the Borrower and the Administrative Agent or Arrangers, as applicable, in writing.      Section 2.04. Repayments of Advances . (a) The Borrower shall repay the principal of all of the Advances on the Commitment Termination Date. Additionally, if at any time the sum of (i) the aggregate principal amount of all Advances owed to any Lender plus (ii) such Lender’s Ratable Percentage of the sum of the outstanding Letter of Credit Liabilities exceeds such

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Lender’s Commitment, the Borrower shall ratably repay to the Lenders the Advances in an amount necessary so that no Lender is owed a principal amount of Advances that exceeds the sum of (y) such Lender’s Commitment minus (z) such Lender’s Ratable Percentage of the outstanding Letter of Credit Liabilities.           (b) At the time of each payment pursuant to this Section 2.04 , the Borrower shall also pay accrued interest to the date of such payment on the principal amount paid. If the Borrower pays any LIBOR Advance on any day other than the last day of an Interest Period therefor, the Borrower shall compensate the Lenders pursuant to Section 8.04(b) . Each payment made pursuant to this Section 2.04 shall be applied ratably to all of the Advances and Demand Loans. Each payment due pursuant to this Section 2.04 is cumulative of, and is in addition to, all other payments due pursuant to this Section 2.04 .           (c) To the extent that any amount would be required hereunder to be paid and applied to an Advance or a Demand Loan but for the fact that no Advance or Demand Loan remains outstanding, the Borrower will pay such amount (but not in excess of the amount of Letter of Credit Liabilities at such time) and cause such amount to be deposited in a Collateral Account to be applied against Letter of Credit Liabilities as they arise.           (d) With respect to any interest payment received by the Administrative Agent pursuant to a Base Rate Advance that has accrued interest at the Cost of Funds rate for any day, the Administrative Agent will distribute to each applicable Cost of Funds Majority Lender the amount of such payment that equals the interest (calculated at such Lender’s Effective Cost) that has accrued for such day on such Lender’s Ratable Percentage of the aggregate principal amount of such Base Rate Advance.      Section 2.05. Interest . The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:           (a) Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal to the Alternative Base Rate in effect from time to time, payable quarterly on the 7th day of each January, April, July and October during such periods, on each other date provided herein and on the date such Base Rate Advance shall be Converted.           (b) LIBOR Advances . During such periods as such Advance is a LIBOR Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of the LIBO Rate for such Interest Period for such Advance plus the Applicable Margin in effect from time to time, payable on the last day of such Interest Period, on each other date provided herein and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the first day of such Interest Period.           (c) Default Interest . The Borrower shall pay interest on (i) all principal of any Advance that is not paid when due (whether at stated maturity, by acceleration or otherwise), payable in arrears on demand, at a rate per annum equal to 2% per annum above the rate per annum required to be paid on such Advance pursuant to Section 2.05(a) or 2.05(b) , as

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the case may be, and (ii) to the fullest extent permitted by law, the amount of any interest, commitment fee, Letter of Credit fee, other fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to Section 2.05(a) .      Section 2.06. Additional Interest on LIBOR Advances . The Borrower shall pay to each Lender additional interest on the unpaid principal amount of each LIBOR Advance of such Lender, for each Interest Period with respect to such Advance, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (a) the LIBO Rate for such Interest Period for such Advance from (b) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent. Each Lender requesting payment of additional interest pursuant to this Section 2.06 shall deliver to the Borrower and the Administrative Agent, a certificate as to the amount of such additional interest (setting forth in reasonable detail the calculation thereof), and such certificate shall be conclusive and binding (absent manifest error) for all purposes.      Section 2.07. Interest Rate Determination and Protection . (a) The Administrative Agent shall determine the applicable rates of interest hereunder, and such determinations shall be conclusive and binding absent manifest error.           (b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.05(b) .           (c) If the Administrative Agent is unable to obtain timely information for determining the LIBO Rate for any LIBOR Advance,                (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such LIBOR Advance,                (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and                (iii) the obligation of the Lenders to make, or to continue or to Convert Advances into, LIBOR Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.           (d) If the Majority Lenders notify the Administrative Agent that either (A) the applicable interest rate for any Interest Period for any LIBOR Advance will not adequately reflect the cost to such Lenders of making, funding or maintaining their respective LIBOR Advances for such Interest Period, or (B) Dollar deposits in the amounts of their respective

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Advances for such Interest Period are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon                (i) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and                (ii) the obligation of the Lenders to make, or to continue or to Convert Advances into, LIBOR Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.           (e) If the Borrower shall fail to select the duration of any Interest Period for any LIBOR Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01 , the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically have an Interest Period of one month.           (f) At the end of the relevant Interest Period following the date on which the aggregate unpaid principal amount of LIBOR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such LIBOR Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into LIBOR Advances shall terminate.      Section 2.08. Conversion of Advances; Continuation . (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than (x) in the case of a Conversion of Base Rate Advances into LIBOR Advances, 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and (y) in the case of a Conversion of LIBOR Advances into Base Rate Advances, 12:00 P.M. (New York City time) on the second Business Day prior to the date of the proposed Conversion, and subject to the limitations in Section 2.02(a) as to the number of permitted Interest Periods and subject to the provisions of Sections 2.07 , 2.08(c) and 2.11 , Convert all Advances of one Type comprising the same Borrowing into Advances of the other Type; provided that any Conversion of any LIBOR Advances shall be made on, and only on, the last day of an Interest Period for such LIBOR Advances, and any Conversion of Base Rate Advances into LIBOR Advances shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into LIBOR Advances, the duration of the Interest Period for each such LIBOR Advance.           (b) The Borrower may continue any LIBOR Advances comprising the same Borrowing for an additional Interest Period that complies with the requirements set forth in the definition herein of "Interest Period," by giving notice of such Interest Period as set forth in such definition, subject to the limitations in Section 2.02(a) as to the number of permitted Interest Periods and subject to the provisions of Sections 2.07 , 2.08(c) and 2.11 .           (c) All Borrowings, Conversions and continuations under this Agreement shall be effected in a manner that treats all Lenders ratably. Notwithstanding any other provision hereof, during the continuance of any Event of Default, the Borrower may not

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continue any LIBOR Advance for an additional Interest Period or Convert any Advance into a LIBOR Advance, and if an Event of Default exists on the last day of an Interest Period for a LIBOR Advance, such Advance shall automatically Convert to a Base Rate Advance on such day.      Section 2.09. Optional Prepayments . The Borrower may, (i) with respect to prepayments of Borrowings comprised of LIBOR Advances, upon notice by 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed prepayment and (ii) with respect to prepayments of Borrowings comprised of Base Rate Advances, upon notice by 12:00 P.M. (New York City time) on the second Business Day prior to the date of the proposed prepayment, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment and the Types of Advances to be prepaid, and the specific Borrowing or Borrowings to be prepaid in whole or in part, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty; provided that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 with respect to LIBOR Advances and $1,000,000 with respect to Base Rate Advances (or such lesser amount as needed to prepay such LIBOR Advances or Base Rate Advances in full), and provided further that if the Borrower prepays any LIBOR Advance on any day other than the last day of an Interest Period therefor, the Borrower shall compensate the Lenders pursuant to Section 8.04(b) .      Section 2.10. Increased Costs; Capital Adequacy, Etc . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost.           (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of increasing the amount of capital required or expected to be maintained as a result of its Commitment hereunder or the existence of any Letter of Credit, such Lender shall have the right to give prompt written notice and demand for payment thereof to the Borrower with a copy to the Administrative Agent, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(b) , and the Borrower shall pay such additional amounts.

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          (c) Each Lender shall use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender.           (d) No Lender shall be entitled to recover increased costs pursuant to this Section 2.10 incurred or accruing more than 90 days prior to the date on which such Lender sent to the Borrower a written notice and demand for payment as specified in this Section 2.10 .           (e) Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Borrower contained in this Section 2.10 shall survive the payment in full of all Obligations.      Section 2.11. Illegality and Defaulting Lenders . (a) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any governmental authority, central bank or comparable agency shall assert that it is unlawful (such unlawfulness or such assertion of unlawfulness being an " Illegality Event "), for any Lender or its Eurodollar Lending Office (such a Lender being an " Affected Lender ") to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (a) the obligation of the Lenders to make, or to continue or to Convert Advances into, LIBOR Advances shall be suspended until the time set forth in the next succeeding sentence, and (b) the Borrower shall forthwith Convert all LIBOR Advances of all Lenders then outstanding into Base Rate Advances in accordance with Section 2.08 . The suspension of the obligation of the Lenders to make LIBOR Advances or to continue or Convert, as set forth in the preceding sentence, shall terminate upon the earlier of (i) the withdrawal by each Affected Lender of its notice and demand with respect to the Illegality Event referenced in this Section 2.11 , and (ii) the replacement by the Borrower of each Affected Lender pursuant to Section 2.17(a) hereof with an Eligible Assignee that is not an Affected Lender. If an Illegality Event has ceased to exist with respect to a Lender that has given notice and demand with respect to such Illegality Event pursuant to this Section 2.11 , such Lender shall promptly withdraw such notice and demand by giving written notice of withdrawal to the Administrative Agent and the Borrower. Upon termination of such suspension pursuant to clause (i) or (ii) above, as applicable, the Administrative Agent shall notify each Lender of such termination, and the Lenders shall thereupon again be obligated to make LIBOR Advances and to continue, and Convert into, LIBOR Advances, in each case in accordance with and to the extent provided in this Agreement.      (b) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Defaulting Lender is a Defaulting Lender:

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               (i) If such Lender is a Defaulting Lender due to (A) its failure to fund any Advance required to be funded by it hereunder, commitment fees shall cease to accrue pursuant to Section 2.03(a) on the portion of such Lender’s Commitment equal to the amount of such defaulted Advance, and (B) the circumstances described in clause (b) or (c) of the definition of Defaulting Lender, commitment fees shall cease to accrue pursuant to Section 2.03(a) on the entire Commitment of such Lender.                (ii) The Commitment and outstanding Advances of such Defaulting Lender shall be disregarded for all purposes of any determination of whether the requisite Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01 ); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which by its terms affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.                (iii) Subject to Section 2.17 , no Commitment of any Lender shall be increased or otherwise affected solely as a result of the operation of this Section 2.11(b) and, except as otherwise expressly provided in this Section 2.11(b) , performance by the Borrower of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified solely as a result of the existence of any Defaulting Lender or the operation of this Section 2.11(b) .                (iv) The rights and remedies against a Defaulting Lender under this Section 2.11(b) are in addition to other rights and remedies which the Administrative Agent, any other Lender or the Borrower may have against such Defaulting Lender.      Section 2.12. Payments and Computations . (a) The Borrower shall make each payment under any Credit Document not later than 4:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at its Payment Office (or to an Issuing Bank, in the case of payments to an Issuing Bank under Section 2.19 ) in same day funds, free and clear of any defenses, set-offs, counterclaims, or withholdings or deductions for taxes as set forth in Section 2.13 . The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal of or interest on Advances, commitment fees or commissions on Letters of Credit as contemplated by Section 2.19(b) ratably (other than amounts payable pursuant to Section 2.06 or 2.17 ) to the Lenders (decreased, as to any Lender, for any taxes withheld in respect of such Lender as contemplated by Section 2.13(b) ) for the account of their respective Applicable Lending Offices and (ii) like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of a Transfer Agreement and recording of the information contained therein in the Register pursuant to Section 8.06(d) , from and after the effective date specified in such Transfer Agreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Transfer Agreement shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall

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apply and with respect to voluntary prepayments, will apply such payments first to Base Rate Advances and second to LIBOR Advances (in the order of shortest to longest Interest Period).           (b) All computations of interest based on the Alternative Base Rate (except during such times as the Alternative Base Rate is determined pursuant to clause (ii) and (iii) of the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of commitment fees and of interest based on the LIBO Rate, the Federal Funds Rate or, during such times as the Alternative Base Rate is determined pursuant to clause (ii) or (iii) of the definition thereof, shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.06 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.06 , by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.           (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided that if such extension would cause payment of interest on or principal of LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.           (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.      Section 2.13. Taxes . (a) Any and all payments by the Borrower hereunder or under the other Credit Documents shall be made, in accordance with Section 2.12 , free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholdings, and all liabilities with respect thereto, excluding , in the case of each Lender and any other Lender Party, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or Lender Party (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as " Taxes "). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Credit Document to any Lender or other Lender Party,

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(i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13 ) such Lender or other Lender Party (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.           (b) Notwithstanding anything to the contrary contained in this Agreement, each of the Borrower and the Administrative Agent shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party (without the payment by the Borrower of increased amounts to such Lender Party pursuant to clause (a) above) other than a Lender Party (i) which is a domestic corporation (as such term is defined in Section 7701 of the Code) for federal income tax purposes or (ii) which has the Prescribed Forms on file with the Borrower and the Administrative Agent for the applicable year, provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any oth