Exhibit 10.1

EXECUTION COPY

CONFIDENTIAL

UNIT PURCHASE AGREEMENT

BY AND AMONG

GAR, LLC,

LEUCADIA NATIONAL CORPORATION,

AA CAPITAL EQUITY FUND, L.P.,

AA CAPITAL BILOXI CO-INVESTMENT FUND, L.P.

AND

HRHC HOLDINGS, LLC

APRIL 6, 2006

TABLE OF CONTENTS

                                                                                                               PAGE
ARTICLE I         SALE AND PURCHASE OF AA UNITS...................................................................1

         1.1      Sale and Purchase of AA Units...................................................................1

         1.2      Closing.........................................................................................2

         1.3      Payment of Purchase Price and Delivery of Purchased Units.......................................2

ARTICLE II        REPRESENTATIONS AND WARRANTIES OF THE SELLERS...................................................2

         2.1      Organization and Authority......................................................................3

         2.2      Capitalization..................................................................................3

         2.3      No Conflicts....................................................................................3

         2.4      Unit Ownership..................................................................................4

         2.5      Litigation......................................................................................4

         2.6      Representations Regarding the Company and the Subsidiary........................................4

         2.7      Initial Transfer Amount.........................................................................4

ARTICLE III       REPRESENTATIONS AND WARRANTIES OF THE BUYER.....................................................5

         3.1      Organization and Authority......................................................................5

         3.2      No Conflicts....................................................................................5

         3.3      Litigation......................................................................................6

         3.4      Securities Act Matters; Company Information.....................................................6

         3.5      Adequate Financing..............................................................................6

         3.6      No Knowledge of Seller Breach...................................................................6

         3.7      Amended and Restated Operating Agreement........................................................6

ARTICLE IV        CLOSING CONDITIONS..............................................................................6

         4.1      Conditions to the Obligations of the Buyer and the Sellers.....................................6

         4.2      Conditions to the Obligations of the Buyer......................................................7

         4.3      Conditions to Obligations of the Sellers........................................................8

ARTICLE V         COVENANTS.......................................................................................8

         5.1      Access to Information; Confidentiality..........................................................8

         5.2      Mississippi Gaming Commission Consents and Approvals............................................9

         5.3      Conduct of Business Prior to the Closing Date...................................................9

         5.4      No Shop........................................................................................10



                                       i

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                               PAGE


         5.5      Public Announcements...........................................................................11

         5.6      Confidentiality................................................................................11

         5.7      Equitable Relief...............................................................................12

         5.8      Consents.......................................................................................12

         5.9      Efforts to Close...............................................................................12

ARTICLE VI        TERMINATION....................................................................................12

         6.1      Methods of Termination.........................................................................12

         6.2      Automatic Termination..........................................................................13

         6.2      Procedure Upon Termination.....................................................................13

ARTICLE VII       DEFINITIONS....................................................................................14

ARTICLE VIII      MISCELLANEOUS..................................................................................19

         8.1      HSR Act........................................................................................19

         8.2      Further Assurances.............................................................................19

         8.3      No Third-Party Beneficiaries...................................................................19

         8.4      Entire Agreement...............................................................................19

         8.5      Successors and Assigns.........................................................................19

         8.6      [Intentionally Deleted.].......................................................................19

         8.7      Counterparts...................................................................................19

         8.8      Notices........................................................................................19

         8.9      Jurisdiction; Service of Process...............................................................21

         8.10     Governing Law..................................................................................21

         8.11     Amendments and Waivers.........................................................................21

         8.12     Severability...................................................................................21

         8.13     Expenses.......................................................................................22

         8.14     Construction...................................................................................22

         8.15     Specific Performance...........................................................................22

         8.16     Mutual Negotiation.............................................................................22

         8.17     Leucadia Contribution..........................................................................23

Exhibit A       Form of Deposit Escrow Agreement
Exhibit B       Form of Mutual Release


SCHEDULES
---------

Schedules       Sellers and Seller Information
---------

Company Disclosure Schedules

UNIT PURCHASE AGREEMENT

This Unit Purchase Agreement (this "AGREEMENT") is entered into as of April 6, 2006 (the "EXECUTION DATE"), by and among GAR, LLC, a Mississippi limited liability company (the "BUYER"), and AA Capital Equity Fund, L.P., a Delaware limited partnership ("AA CAPITAL"), AA Capital Biloxi Co-Investment Fund, L.P., a Delaware limited partnership ("AA INVESTMENT", with each of AA Investment and AA Capital a "SELLER" and, together, the "SELLERS"), solely for purposes of Section 8.17, Leucadia National Corporation, a New York corporation ("LEUCADIA") and, solely for purposes of Section 8.4, HRHC Holdings, LLC, a Delaware limited liability company ("HRHC"). Certain terms used herein that are not otherwise defined in the text are defined in Article VII.

STATEMENT OF PURPOSE

WHEREAS, the Buyer and Sellers are currently party to that certain Limited Liability Company Operating Agreement of Premier Entertainment Biloxi, LLC, dated January 23, 2004, as amended by the First Amendment to Limited Liability Company Operating Agreement for Premier Entertainment Biloxi LLC dated as of January 24, 2005 (as amended, the "LLC AGREEMENT");

WHEREAS, the Buyer owns one-hundred percent (100%) of the issued and outstanding Class A Common Units (the "CLASS A COMMON UNITS") of Premier Entertainment Biloxi LLC, a Delaware limited liability company (the "COMPANY");

WHEREAS, the Sellers own (i) one-hundred percent (100%) of the issued and outstanding Class A Preferred Units of the Company (the "CLASS A PREFERRED UNITS"), and (ii) one hundred percent (100%) of the Class B Common Units of the Company (the "CLASS B COMMON UNITS" and, together with the Class A Preferred Units, the "AA UNITS");

WHEREAS, the Buyer, the Sellers and HRHC entered into a letter of intent (the "LOI") dated January 31, 2006, regarding the purchase and sale of the AA Units; and

WHEREAS, the Buyer desires to acquire from the Sellers, and the Sellers desire to convey to the Buyer, the AA Units on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing Statement of Purpose and the representations, warranties, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF AA UNITS

1.1 SALE AND PURCHASE OF AA UNITS.

(a) On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to purchase from the Sellers, and each Seller agrees to sell and deliver to the Buyer, free and clear of all Encumbrances except

Permitted Encumbrances, its respective AA Units (collectively, the "PURCHASED UNITS"). The aggregate purchase price (the "PURCHASE PRICE") for the Purchased Units shall be equal to the sum of Eighty-Nine Million Dollars ($89,000,000).

1.2 CLOSING. Subject to the satisfaction or waiver of the conditions set forth in Article IV, the consummation of the transactions contemplated by this Agreement (the "CLOSING") will take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 at 10:00 AM EDT on May 4, 2006, or at such time, place and date (or by facsimile or electronic mail transmission) as shall mutually be agreed to by the Buyer and the Sellers, which date shall be no later than the tenth Business Day after the satisfaction or waiver of the conditions set forth in Article IV (other than conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time). The date on which the Closing takes place is referred to herein as the Closing Date (the "CLOSING DATE").

1.3 PAYMENT OF PURCHASE PRICE AND DELIVERY OF PURCHASED UNITS.

(a) On the Execution Date, Leucadia shall have caused to be delivered, through a subsidiary thereof, to an account designated by the Escrow Agent prior to the execution of this Agreement, an amount equal to Five Million Dollars $5,000,000 (the "DEPOSIT") by wire transfer of immediately available funds to be held pursuant to the terms of the Deposit Escrow Agreement in substantially the form attached hereto as Exhibit A (the "DEPOSIT ESCROW AGREEMENT"). The Deposit, together with accrued interest thereon, shall be released by the Escrow Agent in accordance with the terms of the Deposit Escrow Agreement (i) upon Closing, to the Sellers and applied as a deposit towards the Purchase Price as provided in Section 1.3(b); (ii) to Leucadia or its designee in the event that this Agreement is terminated (A) by either Party pursuant to
Section 6.1(a), (b) or (g)(i), (B) by the Buyer pursuant to Section 6.1(c) or
(e) or (C) automatically pursuant to Section 6.2; or (iii) to the Sellers in the event that this Agreement is terminated (A) by either Party pursuant to Section 6.1(g)(ii) or (B) by the Sellers pursuant to Section 6.1(d) or (f).

(b) On the Closing Date, the Buyer shall pay or deliver to the Sellers, by wire transfer of immediately available funds to a single bank account designated by the Sellers at least two (2) Business Days prior to the Closing Date, an amount equal to the Purchase Price less the Deposit (together with accrued interest thereon).

(c) On the Closing Date, the Sellers shall deliver to the Buyer, certificates representing the Purchased Units required to be delivered pursuant to Section 1.1 together with duly executed unit powers.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers jointly and severally represent and warrant to the Buyer, solely as of the date hereof and as of the Closing Date, subject to the exceptions set forth on the Schedules corresponding to the section numbers in this Article II (it being understood and agreed that any fact or item that is clearly disclosed on any such Schedule in such a way as to make its relevance to

any other representation or warranty made elsewhere in this Article II or to the information called for by any other Schedule to this Article II readily apparent on its face shall be deemed to be an exception to such other representation or warranty and disclosed on such other Schedule, notwithstanding the omission of a reference or cross-reference thereto), as follows:

2.1 ORGANIZATION AND AUTHORITY. Each Seller is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. Each Seller has full limited partnership power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Transaction Document to which it is a party and the performance by each Seller of the Transactions have been duly authorized by all requisite limited partnership action on the part of each Seller. Assuming the due authorization, execution and delivery by the other Parties hereto, this Agreement constitutes the valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with the terms of this Agreement, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights, (b) limitations of public policy and (c) equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding at law or in equity). Upon the execution and delivery by each Seller of each Transaction Document to which it is a party, and assuming the due authorization, execution and delivery by the other parties thereto, such Transaction Document will constitute the valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with the terms of such Transaction Document, except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights, (y) limitations of public policy and (z) equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding at law or in equity).

2.2 CAPITALIZATION. Except for any action taken by Buyer without the approval or Knowledge of Sellers, the authorized, issued and outstanding capital of the Company is set forth on Schedule 2.2. Except for any action taken by Buyer without the approval or Knowledge of Sellers, all of the outstanding equity interests of the Company have been duly authorized and are validly issued and fully paid. Except for any action taken by Buyer without the approval or Knowledge of Sellers and except as set forth in Schedule 2.2, there are no outstanding (a) securities convertible or exchangeable into equity interests of the Company, (b) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal, promises, or other contracts, agreements or understandings that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of the Company or (c) unit appreciation, phantom equity, profit participation or similar rights with respect to the Company. Except for any action taken by Buyer without the approval or Knowledge of Sellers, the Company has not violated in any material respect any applicable securities law in connection with the offer, sale or issuance of any of its equity interests or other equity or debt securities.

2.3 NO CONFLICTS. Neither the execution and delivery of this Agreement by either Seller nor the performance of the Transactions by either Seller will with or without notice or lapse of time: (a) violate any Applicable Law (subject to receipt of the "Approval of Acquisition of Control" from the Mississippi Gaming Commission), (b) violate any Organizational Documents of the Sellers or

the Company, (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which such Seller or the Company is a party or by which such Seller is bound or the performance of which is guaranteed by such Seller or the Company, or (d) result in the imposition of any Encumbrance on the Purchased Units other than any Permitted Encumbrance. Except as set forth on Schedule 2.3, such Seller need not notify, make any filing with, or obtain any Consent of, any Person in order to perform such Seller's obligations under the Transaction Documents.

2.4 UNIT OWNERSHIP. Each Seller owns, of record and beneficially, the Units listed opposite such Seller's name on Schedule 2.2, free and clear of all Encumbrances other than Permitted Encumbrances. Each Seller is the lawful owner of, and has the unrestricted power to vote, sell and transfer, as applicable, the Units to be sold by such Seller pursuant to this Agreement (subject in each case to the terms and provisions of the Company's Organizational Documents and the Pledge and Security Agreement). Neither Seller has transferred any interest in or otherwise sold, transferred or disposed of, or promised or attempted to sell, transfer or dispose of, the Units to any Person (subject to the Pledge and Security Agreement). At the Closing, upon the payment or delivery to each Seller of the consideration payable or deliverable to each Seller pursuant to Section 1.1, the Buyer will obtain good and valid title to the Units held by each Seller, free and clear of all Encumbrances other than Permitted Encumbrances.

2.5 LITIGATION. There is no Proceeding pending or, to the Knowledge of the Sellers, threatened against either Seller relating to or affecting the Transactions.

2.6 REPRESENTATIONS REGARDING THE COMPANY AND THE SUBSIDIARY. To the
Knowledge of the Sellers:

(a) No Undisclosed Liabilities. Neither the Company, nor the Subsidiary, has any Liability (and no reasonable basis exists for any Liability), except for (a) Liabilities to the extent reflected or reserved against on the balance sheet at December 31, 2005 and (b) Liabilities incurred in the ordinary course of business since the balance sheet at December 31, 2005.

(b) Legal Compliance. Each of the Company and the Subsidiary is, and since December 31, 2004 has been, in compliance in all material respects with all Applicable Laws. No Proceeding is pending, nor since December 31, 2004, has been filed or commenced, against the Company or the Subsidiary alleging any failure to comply with any Applicable Law. No event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a material violation by the Company or the Subsidiary of any Applicable Law. Neither the Company, nor the Subsidiary, has received any written notice or other communication from any Person regarding any actual, alleged or potential violation by the Company or the Subsidiary of any Applicable Law.

2.7 INITIAL TRANSFER AMOUNT. The Initial Transfer Amount (as such term is defined in the Limited Liability Company Operating Agreement of Premier Entertainment Biloxi, LLC, dated as of January 23, 2004) is $52,775,215.90.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Sellers, solely as of the date hereof and as of the Closing Date, subject to the exceptions set forth on the Schedules corresponding to the section numbers in this Article III (it being understood and agreed that any fact or item that is clearly disclosed on any such Schedule in such a way as to make its relevance to any other representation or warranty made elsewhere in this Article III or to the information called for by any other Schedule to this Article III readily apparent on its face shall be deemed to be an exception to such representation or warranty or disclosed on such other Schedule, notwithstanding the omission of a reference or cross-reference thereto), as follows:

3.1 ORGANIZATION AND AUTHORITY. The Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Mississippi. Buyer has full limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of each Transaction Document to which the Buyer is a party and the performance by the Buyer of the Transactions have been duly authorized by all requisite limited liability company action of the Buyer. Assuming the authorization, execution and delivery by the other Parties hereto, this Agreement constitutes the valid and legally binding obligation of the Buyer enforceable against the Buyer in accordance with the terms of this Agreement, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors' rights, (b) limitations of public policy and (c) equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding at law or in equity). Upon the execution and delivery by the Buyer of each Transaction Document to which the Buyer is a party, and assuming the authorization, execution and delivery by the other parties thereto, such Transaction Document will constitute the valid and legally binding obligation of the Buyer enforceable against the Buyer in accordance with the terms of such Transaction Document, except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors' rights, (y) limitations of public policy and (z) equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding at law or in equity).

3.2 NO CONFLICTS. Neither the execution and delivery of this Agreement nor the performance of the Transactions will, with or without notice or lapse of time: (a) violate any Applicable Law (subject to receipt of the "Approval of Acquisition of Control" from the Mississippi Gaming Commission); (b) violate any Organizational Document of the Buyer; or (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which the Buyer is a party or by which the Buyer is bound or the performance of which is guaranteed by the Buyer. The Buyer is not required to notify, make any filing with, or obtain any Consent of, any Person in order to perform the Transactions (subject to receipt of the "Approval of Acquisition of Control" from the Mississippi Gaming Commission).

3.3 LITIGATION. There is no Proceeding pending or, to the Knowledge of the Buyer, threatened against the Buyer relating to or affecting the Transactions.

3.4 SECURITIES ACT MATTERS; COMPANY INFORMATION. The Buyer understands that the Purchased Units have not been registered under the Securities Act and that the Purchased Units are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Buyer's representations contained in this Agreement. The Buyer has substantial experience in evaluating and investing in transactions similar to the transactions contemplated by this Agreement, so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Buyer must bear the economic risk of this investment indefinitely unless the Purchased Units being purchased by it are registered pursuant to the Securities Act or an exemption from registration is available. There is no assurance that any such exemption will be available and, even if available, such exemption may not allow the Buyer to transfer all or any portion of the Purchased Units being purchased by it under the circumstances, in the amounts or at the times Buyer might propose. The Buyer is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act.

3.5 ADEQUATE FINANCING. The Buyer acknowledges that its obligations under this Agreement are not in any way contingent upon its obtaining financing for its obligations hereunder. The Buyer has sufficient capital resources available to it, and such resources are usable for the Transactions, in order to consummate such transactions in a timely fashion, and the Buyer will have such resources available at and after the Closing.

3.6 NO KNOWLEDGE OF SELLER BREACH. The Buyer has no Knowledge that any of the representations or warranties of the Sellers contained in this Agreement are untrue or inaccurate.

3.7 AMENDED AND RESTATED OPERATING AGREEMENT. The Buyer and Leucadia have entered into that certain Document Escrow Agreement as of the date hereof, pursuant to which the Buyer and Leucadia have executed that certain Second Amended and Restated Limited Liability Company Agreement of Buyer, which agreement shall become effective as of the Closing Date.

ARTICLE IV

CLOSING CONDITIONS

4.1 CONDITIONS TO THE OBLIGATIONS OF THE BUYER AND THE SELLERS. The obligations of the Buyer and the Sellers to consummate the Closing are subject to the satisfaction or, if permitted by Applicable Law, written waiver by all Parties, of each of the following conditions:

(a) the "Approval of Acquisition of Control" for the sale of the AA Units by the Sellers to the Buyer shall have been granted by the Mississippi Gaming Commission without any qualifications or limitations that would adversely impact the Company's ability to operate a casino; and

(b) no Applicable Law or Order, including any temporary restraining order or preliminary or permanent injunction, preventing the consummation of the Closing shall be in effect; provided, however, that each of

the Parties hereto shall have used commercially reasonable efforts to prevent the entry of any such injunction or other Order and to appeal as promptly as possible any injunction or other Order that may be entered.

4.2 CONDITIONS TO THE OBLIGATIONS OF THE BUYER. The obligation of the Buyer to consummate the Closing is subject to satisfaction or, if permitted by Applicable Law, written waiver by the Buyer of each of the following conditions:

(a) all of the representations and warranties of the Sellers in this Agreement shall be true and correct on and as of the Closing Date as though made at and as of that date (except for representations and warranties, if any, made as of a specified date, which shall be true and correct as of the specified date);

(b) the Sellers shall have performed and complied in all material respects with all of the covenants and agreements in this Agreement to be performed by each of them prior to or at the Closing;

(c) each of the following documents shall have been duly executed and delivered to the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated) and in form and substance reasonably satisfactory to the Buyer:

(i) a certificate executed by the general partner of each Seller confirming satisfaction of the conditions in subsections (a) and (b) above;

(ii) certificates representing the Purchased Units, free and clear of all Encumbrances except for Permitted Encumbrances, accompanied by duly executed unit powers; and

(iii) a mutual release among the Buyer, the Sellers and the Company, in the form of Exhibit B hereto;

(d) each Consent listed in Schedule 5.8 must have been obtained, and delivered to the Buyer and be in full force and effect and in a form reasonably satisfactory to the Buyer;

(e) U.S. Bank National Association, as Trustee under the Indenture dated January 23, 2004 (the "INDENTURE") for the holders of the 10 3/4% First Mortgage Notes, shall not have accelerated any of the Company's or the Subsidiary's obligations under the Indenture, sought to enjoin or prevent the Parties from consummating the Transactions by filing any temporary restraining order or preliminary or permanent injunction, or otherwise taken any action to institute a collection or foreclosure action against the Company, the Subsidiary or any of their respective assets; and

(f) U.S. Bank National Association, as Trustee under the Intercreditor Agreement dated January 23, 2004 (the "INTERCREDITOR AGREEMENT") for Rank America, Inc. with respect to the Junior Subordinated Notes, shall not have accelerated any of the Company's or the Subsidiary's obligations under the Intercreditor Agreement and otherwise taken any action to institute a collection

or foreclosure action against the Company, the Subsidiary or any of their respective assets.

4.3 CONDITIONS TO OBLIGATIONS OF THE SELLERS. The obligations of the Sellers to consummate the Closing is subject to satisfaction, or, if permitted by Applicable Law, written waiver by the Sellers, of each of the following conditions:

(a) all of the representations and warranties of the Buyer in this Agreement shall be true and correct on and as of the Closing Date as though made at and as of that date;

(b) the Buyer must have performed and complied in all material respects with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing (other than payment in full of the Purchase Price (less the Deposit) pursuant to Section 1.3(b), which shall not be qualified by materiality);

(c) each of the following documents must have been duly executed and delivered to the Sellers and, if applicable, be dated as of the Closing Date (unless otherwise indicated) in form and substance reasonably satisfactory to the Sellers:

(i) a certificate executed by an officer of the Buyer, as applicable, confirming satisfaction of the conditions in subsections (a) and (b) above; and

(ii) a mutual release among the Buyer, the Sellers and the Company, in the form of Exhibit B hereto; and

(d) the Buyer shall have delivered the Purchase Price, as provided in Section 1.3.

ARTICLE V

COVENANTS

5.1 ACCESS TO INFORMATION; CONFIDENTIALITY. The Sellers shall cause the Company (to the extent within the Sellers' control) to afford the Buyer and its respective accountants, counsel, financial advisors and other Representatives, and to prospective lenders, placement agents and other financing sources and each of their respective Representatives, full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to its facilities, books, records, Contracts, accounts, tax returns, financial statements, insurance records and records related to governmental filings as well as all of the business financial and legal documents and materials of the Company reasonably requested by the Buyer, its counsel or other Representatives; provided, however, that any such investigation shall not unreasonably disrupt the Company's operations. Prior to the Closing, the Sellers shall, and shall cause the Company to, generally keep the Buyer informed as to all material matters involving the Company's operations and businesses. The Parties shall cooperate and take such steps as are reasonably necessary to ensure that any documents, information or materials of the Company that are covered by the attorney-client privilege and/or the work product doctrine will continue to be so protected, including, without limitation, entering into a joint defense or cooperation agreement.

5.2 MISSISSIPPI GAMING COMMISSION CONSENTS AND APPROVALS. The Buyer and the Sellers shall, and shall cause the Company to, (i) use commercially reasonable efforts to obtain the "Approval of Acquisition of Control" at the regularly scheduled meeting of the Mississippi Gaming Commission to be held on April 20, 2006, (ii) make all filings required of each of them or any of their respective Subsidiaries or Affiliates under any Gaming Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable, and
(iii) comply at the earliest practicable date with any request under any Gaming Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the Mississippi Gaming Commission or any other Governmental Body in respect of such filings or such transactions, and (iv) reasonably cooperate with each other in connection with any such filing (including, to the extent permitted by Applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Mississippi Gaming Commission or other Governmental Body under any Gaming Laws with respect to any such filing or any such transaction. Each such Party shall use commercially reasonable efforts to furnish to each other Party hereto all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Subject to Applicable Law, the Parties hereto shall consult and reasonably cooperate with one another in connection with the matters described in this Section 5.2, including in connection with any appearances, presentations, memoranda, briefs and arguments made or submitted by or on behalf of any Party hereto relating to proceedings under the Gaming Laws. The Buyer expressly acknowledges and agrees that it shall not be a condition to closing or consummation of the Transactions for a finding of suitability by the Mississippi Gaming Commission or other Governmental Body under any Gaming Laws.

5.3 CONDUCT OF BUSINESS PRIOR TO THE CLOSING DATE. During the period from the date of this Agreement and continuing through the Closing Date, except as expressly contemplated or permitted by this Agreement or to the extent that the Buyer shall otherwise consent in writing, the Sellers shall, and shall cause the Company (to the extent within the Sellers' control) to, use their reasonable best efforts to carry on the business of the Company in the ordinary course of business giving due regard to the impact of Hurricane Katrina on the Company's business operations. Without limiting the generality of the foregoing, during the period from the date of this Agreement and prior to the Closing, and except as expressly permitted by this Agreement, the Sellers shall not, and shall cause the Company (to the extent within the Sellers' control) not to, without the prior written consent of the Buyer:

(a) issue, sell, convey, assign or otherwise transfer any Purchased Units or any capital stock or other securities of the Company;

(b) pledge or otherwise allow the Purchased Units to become subject to any Encumbrance, other than any Permitted Encumbrance or Encumbrance imposed by this Agreement;

(c) declare, set aside or pay any dividends on, or make any distributions in respect of, or otherwise redeem, any shares of its capital stock or other securities;

(d) except for the Agreement and General Release, dated January 3, 2006, by and between the Company and Duane Morris LLP, which agreement may be supplemented from time to time as permitted pursuant to the terms and provisions of such agreement, (i) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (ii) except in the ordinary course of business, pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness of the Company or the Subsidiary; or (iii) modify the terms of any Indebtedness or other Liability, in each case, including without limitation entering into any agreement or arrangement with the Trustee;

(e) without in any way obligating either Seller to have any financial obligation, (i) fail to maintain and keep in full force and effect all insurance on assets and property used in the business of the Company, all liability and other casualty insurance, and all bonds on personnel, presently carried, (ii) fail to present all material claims under such insurance policies in a proper and timely manner, (iii) breach any material obligation under such insurance policies, or (iv) enter into any agreement with respect to or settle any insurance claims;

(f) fail to maintain the books and records of the Company in the ordinary course of business giving due regard to the impact of Hurricane Katrina on the Company's business operations;

(g) increase the compensation (including bonuses) payable to any director, officer or employee of the Company, or make any special or out of the ordinary course distributions or payments to such persons;

(h) enter into or amend any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any director, officer or employee of the Company;

(i) directly or indirectly engage in any transaction with any Related Person of the Company;

(j) enter into any transaction or enter into, modify or renew any Contract which by reason of its size, nature or otherwise is not in the ordinary course of business, giving due regard to the impact of Hurricane Katrina on the Company's business operations;

(k) make a material change in its accounting methods or methods of reporting income or deductions for Tax purposes, make or rescind any election related to Taxes, or prepare or file any Tax Return (or any amendment thereof) without having provided the Buyer with a copy thereof (together with supporting work papers) at least ten (10) days prior to the due date thereof for the Buyer's review and approval; or

(l) agree, in writing or otherwise, to do any of the foregoing.

5.4 NO SHOP. The Sellers shall, and shall cause the Company (to the extent within the Sellers' control) to, use their reasonable best efforts to cause its directors, officers, employees, representatives, advisors and agents to not, directly or indirectly, encourage, solicit or initiate inquiries or proposals from, or provide any confidential information to, or participate in

any discussions or negotiations with, or enter into any agreement with, any Person (other than the Buyer and its Affiliates and their respective directors, officers, employees, representatives and agents or in connection with the filings and notices contemplated by Section 5.2) in connection with any exchange, offer, merger, consolidation, sale of material assets, sale of securities, acquisition of beneficial ownership of, or the right to vote securities, liquidation, dissolution or similar transaction involving, the Company or the Purchased Units prior to the Closing or earlier termination of this Agreement.

5.5 PUBLIC ANNOUNCEMENTS. Subject to Section 5.6(c) and except as may be required by Applicable Law, at no time from and after the date hereof (whether prior to or after the Closing) shall any Party issue or make any press release, advertising (including any "tombstones") or other written public statements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party which consent shall not be unreasonably withheld or delayed. To the extent such disclosure is required by Applicable Law, the Parties shall use their reasonable efforts either to agree upon the text of the proposed disclosure or obtain the other Party's approval of the text of the proposed disclosure to be made solely upon behalf of such Party.

5.6 CONFIDENTIALITY.

(a) The Parties acknowledge and agree that (i) the Mutual Confidentiality Agreement entered into on January 17, 2006, by and between the Company and Ranch Capital, L.L.C., a California limited liability company ("RANCH"), remains in full force and effect, (ii) the Letter Agreement entered into on March 2, 2006, by and between Leucadia and Ranch remains in full force and effect, and (iii) the information contained in this Agreement and the exhibits and schedules hereto shall be deemed "Confidential Information" as defined in the Mutual Confidentiality Agreement.

(b) Each of the Sellers shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and will not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any Person, except in connection with this Agreement, without the prior written consent of the other Party. The covenants in this Section 5.6 will not apply to Confidential Information that (i) is or becomes available to the public through no breach of this Agreement by the Sellers or any of their Affiliates or Representatives or, to the Knowledge of the Sellers, breach by any other Person of a duty of confidentiality to the Company or (ii) the Sellers are required to disclose by Applicable Law or subpoena or other legal process; provided, however, that the Sellers shall notify the Company in writing of such required disclosure as much in advance as practicable under the circumstances and cooperate with the Company to limit the scope of such disclosure if possible. At any time that the Company may request, the Sellers shall, and shall cause their Affiliates and Representatives to, turn over or return to the Company all Confidential Information in any form (including all copies and reproductions thereof) in the possession or control of the Sellers or any of their Affiliates or Representatives; provided, however, that AA Capital shall be permitted to keep one copy of all Confidential Information solely for fund record-keeping purposes.

(c) Notwithstanding the foregoing, the Parties acknowledge and agree that Leucadia, a subsidiary of which will become a member of Buyer on or prior to the Closing Date, may have to file a Current Report on Form 8-K disclosing the existence of this Agreement.

5.7 EQUITABLE RELIEF. Each of the Sellers acknowledges and agrees that he, she or it will receive adequate consideration from the transactions contemplated by this Agreement for his, her or its agreement to the covenants and undertakings contained in Section 5.6. Each of the Sellers acknowledges and agrees that the restrictions contained in Section 5.6, are reasonable and necessary to protect the legitimate interests of the Buyer, that the Buyer would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Section 5.6 will result in irreparable injury to the Company. Each of the Sellers further agrees that the Buyer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, with respect to violations of Section 5.6 which rights shall be cumulative and in addition to any other rights or remedies to which the Buyer may be entitled.

5.8 CONSENTS. The Sellers and the Buyer shall, and shall cause the Company to, use their respective reasonable best efforts to obtain at the earliest practicable date all consents and approvals required to consummate the transactions contemplated by this Agreement. The Buyer expressly acknowledges and agrees that it shall not be a condition to closing or consummation of the Transactions for a finding of suitability by the Mississippi Gaming Commission or other Governmental Body under any Gaming Laws.

5.9 EFFORTS TO CLOSE. From the date hereof through the Closing Date, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and shall do, or cause to be done, all things necessary to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and shall cooperate with the other Parties in connection with the foregoing. The Buyer expressly acknowledges and agrees that it shall not be a condition to closing or consummation of the Transactions for a finding of suitability by the Mississippi Gaming Commission or other Governmental Body under any Gaming Laws.

ARTICLE VI

TERMINATION

6.1 METHODS OF TERMINATION. This Agreement may be terminated and the transactions contemplated hereby may be 0abandoned at any time prior to the Closing:

(a) by the mutual written consent of the Buyer and the Sellers;

(b) by the Buyer or the Sellers if all of the conditions set forth in Section 4.1 of this Agreement shall not have been satisfied or waived on or prior to May 4, 2006;

(c) by the Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of the Sellers, which breach, in any such event, shall not have been cured, within ten (10) Business Days following receipt by the Sellers of notice of such material breach;

(d) by the Sellers if there shall have been a material breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of the Buyer, which breach, in any such event, shall not have been cured, within ten (10) Business Days following receipt by the breaching Party of notice of such material breach;

(e) by the Buyer if all of the conditions set forth in Section 4.2 of this Agreement shall not have been satisfied or waived on or prior to May 4, 2006;

(f) by the Sellers if all of the conditions set forth in Section 4.3 of this Agreement shall not have been satisfied or waived on or prior to May 4, 2006; or

(g) by the Buyer or the Sellers if either (i) the Mississippi Gaming Commission has denied the "Approval of Acquisition of Control" or has issued the Approval of Acquisition of Control with qualifications or limitations that would adversely impact the Company's ability to operate a casino or (ii) any Applicable Law or Order, including any temporary restraining order or preliminary or permanent injunction (other than any injunction or other restraining order sought or obtained by the Trustee as contemplated in Section 4.2(e)), preventing the consummation of the Closing shall be in effect;

provided, in case of termination pursuant to clauses (c) through (f), that the terminating Party shall not then be in material breach or default of this Agreement; and, provided, further, that nothing in this Section 6.1 shall relieve the Buyer or any Seller of any Liability for a breach of this Agreement prior to the effective date of termination.

6.2 AUTOMATIC TERMINATION. Notwithstanding the foregoing, if Leucadia has not notified the Sellers in writing that Leucadia has received a written consent, in a form satisfactory to Leucadia, executed by Hard Rock Hotel Licensing, Inc. and Rank America, Inc. (the "HARD ROCK CONSENT") by 5:00 p.m. CDT on April 7, 2006 (the "CONSENT EXPIRATION TIME"), then this Agreement shall automatically be terminated without any further action by any Party to this Agreement. The Escrow Agent shall be instructed pursuant to the terms of the Escrow Agreement that if it does not receive a written notice from Leucadia stating that it has received the Hard Rock Consent by the Consent Expiration Time, the Deposit will automatically be returned to Leucadia without any further action by any Party to this Agreement or the Escrow Agreement.

6.3 PROCEDURE UPON TERMINATION. In the event of termination of this Agreement by the Buyer or the Sellers pursuant to this Article VI, written notice thereof shall promptly be given to the other Parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any Party to this Agreement. If this Agreement is so terminated, no Party to this Agreement shall have any right or Claim against another Party on account of such termination unless this Agreement is terminated by a Party on account of the breach of any representation, warranty, or covenant herein by the other Party or Parties, in which event the non-breaching Party shall have all rights and remedies available to it at law or in equity. Notwithstanding anything else contained herein to the contrary, the terms of
Section 5.6 and Article VIII (except Section 8.17) hereof shall survive any such termination.

ARTICLE VII

DEFINITIONS

"AA CAPITAL" is defined in the opening paragraph.

"AA INVESTMENT" is defined in the opening paragraph.

"AA UNITS" has the meaning set forth in the Statement of Purpose.

"AFFILIATE" means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. The term "CONTROL" means (a) the possession, directly or indirectly, of the power to vote 50% or more of the securities or other equity interests of a Person having ordinary voting power or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by contract or otherwise, except where exercise of such power is prohibited by Contract, Law or otherwise.

"AGREEMENT" is defined in the opening paragraph.

"APPLICABLE LAW" means, with respect to any Person, any Law to which such Person is subject.

"BUSINESS DAY" means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by law to be closed in the State of Delaware.

"BUYER" is defined in the opening paragraph.

"CLASS A COMMON UNITS" has the meaning set forth in the Statement of Purpose.

"CLASS B COMMON UNITS" has the meaning set forth in the Statement of Purpose.

"CLASS A PREFERRED UNITS" has the meaning set forth in the Statement of Purpose.

"CLOSING" is defined in Section 1.2.

"CLOSING DATE" is defined in Section 1.2.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" has the meaning set forth in the Statement of Purpose.

"CONFIDENTIAL INFORMATION" means the proprietary, non-public information of the Company, whether received prior to or after the date of this Agreement but prior to the Closing Date, concerning its businesses or affairs, including information relating to customers, clients, suppliers, distributors, investors, lenders, consultants, independent contractors or employees, price lists and pricing policies, financial statements and information, budgets and projections, business plans, production costs, market research, marketing, sales and distribution strategies, manufacturing techniques, processes and business methods, technical information, pending projects and proposals, new business

plans and initiatives, research and development projects, intellectual property, devices, samples, plans, photographs and digital images, and all notes, analyses, compilations, studies, summaries, reports, manuals, documents and other materials prepared by or for the Company containing or based in whole or in part on any of the foregoing, whether in verbal, written, graphic, electronic or any other form and whether or not conceived, developed or prepared in whole or in part by the Company, and whether or not labeled or marked as "Confidential".

"CONSENT" means any consent, approval, authorization, permission or waiver.

"CONSENT EXPIRATION DATE" has the meaning set forth in Section 6.2.

"CONTRACT" means any contract, obligation, understanding, commitment, lease, license, purchase order, bid or other agreement, whether written or oral and whether express or implied, together with all amendments and other modifications thereto.

"DEPOSIT" is defined in Section 1.3(a).

"DEPOSIT ESCROW AGREEMENT" is defined in Section 1.3(a).

"EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) that is maintained or contributed to by the Company for its employees, or equity-based plan or arrangement (including any stock option, stock purchase, stock ownership, stock appreciation or restricted stock plan) or material fringe benefit or other retirement, severance, bonus, profit-sharing or incentive plan or arrangement.

"ENCUMBRANCE" means any lien, pledge, encumbrance, charge, security interest, adverse claim, option, warrant, right of first refusal, profit, license or other restriction of any kind or nature.

"ERISA" means the Employee Retirement Income Security Act of 1974 as amended, and the rules and regulations promulgated thereunder.

"ESCROW AGENT" has the meaning set forth in the Deposit Escrow Agreement.

"EXECUTION DATE" is defined in the opening paragraph.

"GAMING AUTHORITY" means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter in existence, including, without limitation, the Mississippi Gaming Commission, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Company or the Subsidiary.

"GAMING LAWS" means any gaming law or regulation, including the interpretations and administration thereof by and the rules, policies and orders of any Gaming Authority, of any jurisdiction or jurisdictions to which the Company or the Subsidiary is, or may at any time, be subject., including,

without limitation, the Mississippi Gaming Control Act and the related Regulations promulgated thereunder.

"GOVERNMENTAL BODY" means any federal, state, local, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

"HARD ROCK CONSENT" has the meaning set forth in Section 6.2.

"HRHC" has the meaning set forth in the Statement of Purpose.

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"INDEBTEDNESS" means as to any Person at any time: (a) obligations of such Person for borrowed money; (b) obligations of such Person evidenced by bonds, notes, debentures or other similar instruments; (c) obligations of such Person to pay the deferred purchase price of property or services (including all obligations under noncompete, consulting or similar arrangements), except trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than ninety (90) days or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established on the financial statements of such Person; (d) capitalized lease obligations of such Person; (e) indebtedness or other obligations of others guaranteed by such Person; (f) obligations secured by an Encumbrance existing on any property or asset owned by such Person; (g) outstanding reimbursement obligations of such Person relating to letters of credit, bankers' acceptances, surety or other bonds or similar instruments; (h) Liabilities of such Person relating to unfunded, vested benefits under any Employee Benefit Plan (excluding obligations to deliver stock pursuant to stock options or stock ownership plans or make payments pursuant to management appreciation rights or similar plans); and (i) net payment obligations incurred by such Person pursuant to any hedging agreement.

"INDENTURE" is defined in Section 4.2(e).

"INTERCREDITOR AGREEMENT" is defined in Section 4.2(f).

"KNOWLEDGE" means, (i) as to a Seller, the actual knowledge of officers of such Seller or its general partner and (ii) as to the Buyer, the actual knowledge of the officers of the Buyer.

"LAW" means any federal, state, local, foreign or other law, statute, ordinance, regulation, rule, regulatory or administrative guidance, Order, constitution, treaty, principle of common law or other official restriction of any Governmental Body.

"LEUCADIA" is defined in the opening paragraph.

"LIABILITY" means any liability, obligation or commitment of any kind or nature, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due.

"LLC AGREEMENT" has the meaning set forth in the Statement of Purpose.

"LOI" has the meaning set forth in the Statement of Purpose.

"MISSISSIPPI GAMING COMMISSION" means that agency of the Mississippi state government created pursuant to Miss. Code Ann. Section 75-76-7(2), including the executive director and staff thereof, with licensing, permit and regulatory authority over gambling, gaming and casino activities in the State of Mississippi.

"ORDER" means any order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered, issued, made or rendered by any Governmental Body or by an arbitrator in connection with binding arbitration.

"ORGANIZATIONAL DOCUMENTS" means (a) any certificate of formation, certificate of limited partnership, limited liability company agreement and limited partnership agreement, (b) any documents equivalent to those described in clause (a) as may be applicable pursuant to any Applicable Law and (c) any amendment or modification to any of the foregoing.

"PARTY" means each of the Buyer and the Sellers.

"PERMIT" means any permit, license or Consent issued by any Governmental Body or pursuant to any Law.

"PERMITTED ENCUMBRANCE" means (a) restrictions of general applicability imposed by federal or state securities laws or other legal or equitable encumbrances of general applicability, (b) encumbrances under the Pledge and Security Agreement, and (c) restrictions imposed under the Company's Organizational Documents.

"PERSON" means any individual, corporation, limited liability company, partnership, company, sole proprietorship, joint venture, trust, estate, association, organization, labor union, Governmental Body or other entity.

"PLEDGE AND SECURITY AGREEMENT" means that certain Pledge and Security Agreement dated January 23, 2004 among the Buyer, the Sellers and the U.S. Bank National Association.

"PROCEEDING" means any proceeding, charge, formal complaint, demand, action, suit, litigation, hearing, audit, investigation, arbitration or mediation (in each case, whether civil, criminal, administrative, investigative or informal) commenced, conducted, heard or pending by or before any Governmental Body, arbitrator or mediator.

"PURCHASE PRICE" is defined in Section 1.1.

"PURCHASED UNITS" is defined in Section 1.1.

"RANCH" is defined in Section 5.6.

"RELATED PERSON" means (a) with respect to a specified individual, any member of such individual's Family and (b) with respect to a specified Person other than an individual, any Affiliate of such Person, any director, officer,

executor or trustee of such Person, and any member of the Family of any of the foregoing that are individuals. The "FAMILY" of a specified individual means the individual, such individual's spouse and former spouses, any other individual who is related to the specified individual or such individual's spouse or former spouse within the third degree, and any other individual who resides with the specified individual.

"REPRESENTATIVE" means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants, financing services and financial advisors.

"SECURITIES ACT" means the Securities Act of 1933.

"SELLERS" is defined in the opening paragraph.

"SUBSIDIARY" means Premier Finance Biloxi Corp., a Delaware corporation and wholly-owned subsidiary of the Company.

"TAX" means (i) any federal, state, local, foreign or other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code ss. 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, general service, alternative or add-on minimum, estimated or other tax of any kind whatsoever, however denominated, and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any taxing authority in connection with any item described in clause (i), and (iii) any liability in respect of any items described in clauses (i) and/or (ii) as a transferee pursuant to Treasury Regulation 1.1502-6 (or similar provision of state, local or foreign law) or as an indemnitor, guarantor, surety or in a similar capacity under any contract, arrangement, agreement, understanding or commitment (whether oral or written).

"TAX RETURN" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes filed or to be filed with any Governmental Body, including any form, schedule or attachment thereto and any amendment or supplement thereof.

"TRANSACTION DOCUMENTS" means this Agreement, the Deposit Escrow Agreement and all other written agreements, documents and certificates specifically contemplated by this Agreement.

"TRANSACTIONS" means the transactions contemplated by the Transaction Documents.

"TRUSTEE" means U.S. Bank National Association, as Trustee under the Indenture.

"UNITS" means the Class A Preferred Units and the Class B Common Units held by each respective Seller.

ARTICLE VIII

MISCELLANEOUS

8.1 HSR ACT. Each Party agrees that the assets held by the Company and the Subsidiary are "unproductive real property" as that term is defined in
Section 802.2 of the HSR Rules, 16 C.F.R. 801 et seq., and therefore the transaction is exempt from the reporting requirements of the HSR Act.

8.2 FURTHER ASSURANCES. Each Party agrees to furnish upon request to any other Party such further information, to execute and deliver to any other Party such other documents, and to do such other acts and things, all as any other Party may reasonably request (without imposing any financial or legal burden on such Party) for the purpose of carrying out the intent of the Transaction Documents.

8.3 NO THIRD-PARTY BENEFICIARIES. This Agreement does not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

8.4 ENTIRE AGREEMENT. The Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter of the Transaction Documents and supersede all prior agreements (whether written or oral and whether express or implied) among any Parties to the extent related to the subject matter of the Transaction Documents (including any letter of intent). For the avoidance of doubt, this Agreement supersedes and terminates the rights and obligations of the Buyer, the Sellers and HRHC under the LOI but does not supersede or terminate the confidentiality agreement referenced in
Section 5.6.

8.5 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. None of the Buyer, Leucadia or any Seller may assign, delegate or otherwise transfer (whether by operation of Law or otherwise) any of such Party's rights, interests or obligations in this Agreement without the prior written consent of the other Party, except that the Buyer may assign this Agreement or any of the Transaction Documents to any of its Affiliates; provided, however, the Buyer shall remain liable for all of its obligations and liabilities contained or identified in this Agreement. The Buyer may, without any notice or prior written consent of the Sellers, make a collateral assignment of its rights under this Agreement to any lenders in connection with the financing for the Transactions.

8.6 [INTENTIONALLY DELETED.]

8.7 COUNTERPARTS. This Agreement may be executed (a) in one or more counterparts, each of which will be deemed an original but all of which when taken together will constitute one and the same agreement, (b) by facsimile and/or (c) electronic mail. A signature hereto by facsimile or electronic mail shall be as legally binding as a signed original for all purposes.

8.8 NOTICES. Any notice pursuant to this Agreement must be in writing and will be deemed effectively given to another Party on the earliest of the date (a) three (3) Business Days after such notice is sent by registered United States mail, return receipt requested, (b) one (1) Business Day after receipt of

confirmation if such notice is sent by facsimile, (c) one (1) Business Day after delivery of such notice into the custody and control of a nationally recognized overnight courier service for next day delivery, (d) one (1) Business Day after delivery of such notice in person and (e) such notice is received by that Party; in each case to the appropriate address below (or to such other address as a Party may designate by notice to the other Parties):

If to any Seller:

AA Capital Partners, Inc.
10 South LaSalle Street, Suite 3712
Chicago, Illinois 60603

Fax: (312) 419-4790
Phone: (312) 419-4780 Attn: Matt Friesl

with a copy (which shall not constitute notice) to:

Duane Morris LLP
227 West Monroe Street, Suite 3400 Chicago, Illinois 60606 Fax: (312) 499-6701
Phone: (312) 499-6737 Attn: Brian P. Kerwin, Esq.

If to the Buyer:

GAR, LLC
11400 Reichold Road
Gulfport, Mississippi 39503

Fax: (212) 896-4078
Phone: (212)896-4000
Attn: Roy Anderson III

with a copy (which shall not constitute notice) to:

Leucadia National Corporation 315 Park Avenue South
New York, New York 10010 Fax: (212) 598-3245
Phone: (212) 460-1900 Attn: Joseph S. Steinberg, President

and

Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201
Fax: (214) 746-7777
Phone: (214) 746-7700 Attn: Glenn D. West, Esq.

and

Ranch Capital, LLC
12730 High Bluff Drive, Suite 180 San Diego, California 92130 Fax: (858) 523-1899
Phone: (858) 523-1799
Attn: Larry Hershfield

8.9 JURISDICTION; SERVICE OF PROCESS. EACH PARTY (1) CONSENTS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN DELAWARE (AND ANY CORRESPONDING APPELLATE COURT) IN ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT, (2) WAIVES ANY VENUE OR INCONVENIENT FORUM DEFENSE TO ANY PROCEEDING MAINTAINED IN SUCH COURTS AND (3) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AGREES NOT TO INITIATE ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT IN ANY OTHER COURT OR FORUM. PROCESS IN ANY SUCH PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD.

8.10 GOVERNING LAW. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law principles of any jurisdiction.

8.11 AMENDMENTS AND WAIVERS. No amendment or modification of any provision of this Agreement will be valid unless the amendment or modification is in writing and signed by the Buyer and the Sellers. No waiver of any provision of this Agreement will be valid unless the waiver is in writing and signed by the waiving Party. The failure of a Party at any time to require performance of any provision of this Agreement will not affect such Party's rights at a later time to enforce such provision. No waiver by any Party of any breach of this Agreement will be deemed to extend to any other breach hereunder or affect in any way any rights arising by virtue of any other breach.

8.12 SEVERABILITY. Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

8.13 EXPENSES.

(a) Transaction Expenses. Except as otherwise provided in this Agreement, the Parties shall bear all of their own fees, costs and expenses (including, without limitation, attorneys' and consultants' fees, and due diligence costs and expenses) in connection with the negotiation, preparation and delivery of this Agreement and the other Transaction Documents and the consideration of the transactions contemplated hereby and thereby, regardless of whether the Closing occurs. The fees and costs of the Escrow Agent shall be paid one-half by the Sellers and one-half by the Buyer. Each Party agrees that the prevailing party in any action, proceeding or litigation involving this Agreement shall, upon demand, be reimbursed for all reasonable costs and expenses, including reasonable attorneys' fees, that may be incurred by the prevailing party in enforcing or defending its rights under this Agreement.

(b) Brokers' Fees. Each Party is responsible for its own fees, commissions or payments to any broker, finder or agent with respect to the Transactions.

8.14 CONSTRUCTION. The article and section headings in this Agreement are inserted for convenience only and are not intended to affect the interpretation of this Agreement. Any reference in this Agreement to any Article or Section refers to the corresponding Article or Section of this Agreement. Any reference in this Agreement to any Schedule or Exhibit refers to the corresponding Schedule or Exhibit attached to this Agreement and all such Schedules and Exhibits are incorporated herein by reference. The word "including" in this Agreement means "including without limitation." Unless the context requires otherwise, any reference to any Law will be deemed also to refer to all amendments and successor provisions thereto and all rules and regulations promulgated thereunder, in each case as in effect as of the date hereof and the Closing Date. The word "or" in this Agreement is disjunctive but not necessarily exclusive. All words in this Agreement will be construed to be of such gender or number as the circumstances require. References in this Agreement to time periods in terms of a certain number of days mean calendar days unless expressly stated herein to be Business Days. In interpreting and enforcing this Agreement, each representation and warranty will be given independent significance of fact and will not be deemed superseded or modified by any other such representation or warranty.

8.15 SPECIFIC PERFORMANCE. Each Party acknowledges that the other Parties would be damaged irreparably and would have no adequate remedy of Law if any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached. Accordingly, each Party agrees that the other Parties will be entitled to an injunction to prevent any breach of any provision of this Agreement and to enforce specifically any and all provisions of this Agreement, in addition to any other remedy to which they may be entitled (whether at law, in equity or otherwise) and without having to prove the inadequacy of any other remedy they may have at law or in equity and without being required to post bond or other security. Each Party acknowledges and agrees that no Party shall have any right of rescission with respect to the Transactions; provided, however, that nothing will prevent the Buyer from having a right of rescission in the event of fraud on the part of the Sellers.

8.16 MUTUAL NEGOTIATION. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the

Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.17 LEUCADIA CONTRIBUTION. Leucadia hereby (a) irrevocably guarantees to Sellers and Buyer, subject to the satisfaction, prior to or at Closing, of each of the conditions to Closing set forth in Section 4.1 and 4.2 hereof, that on or prior to the Closing Date Leucadia will, directly or indirectly, make a contribution to the Buyer in an amount necessary to consummate, and shall cause the Buyer to consummate, the Transactions and (b) acknowledges its obligations under Section 1.3(a), Section 5.6 and Section 8.5 hereof.

[Signature pages follow]

The Parties have duly executed and delivered this Agreement as of the date first written above.

SELLERS:

AA CAPITAL EQUITY FUND, L.P.

AA CAPITAL BILOXI CO-INVESTMENT FUND, L..P.

By: AA PRIVATE EQUITY INVESTORS
MANAGEMENT, LLC,
its General Partner

BUYER:

GAR, LLC

SIGNATURE PAGE TO UNIT PURCHASE AGREEMENT

SOLELY FOR PURPOSES OF SECTION 8.17,

LEUCADIA NATIONAL CORPORATION

SOLELY FOR PURPOSES OF SECTION 8.4,

HRHC HOLDINGS, LLC

SIGNATURE PAGE TO UNIT PURCHASE AGREEMENT

Exhibit 10.2

EXECUTION COPY

LOAN AGREEMENT

BETWEEN

LEUCADIA NATIONAL CORPORATION,
A NEW YORK CORPORATION

AS LENDER,

GOOBER DRILLING, LLC,
A DELAWARE LIMITED LIABILITY COMPANY,

AS BORROWER,

AND

THE SUBSIDIARIES OF BORROWER
FROM TIME TO TIME SIGNATORY HERETO,

AS GUARANTORS

TABLE OF CONTENTS

                                                                                                               PAGE
1.       INTERPRETATION AND ACCOUNTING TERMS......................................................................1

         1.1      Defined Terms...................................................................................1

         1.2      Accounting Terms and Principles.................................................................1

         1.3      Interpretation: Certain Terms...................................................................1

         1.4      Interpretation: Certain References..............................................................2

2.       LOAN.....................................................................................................2

         2.1      Loan............................................................................................2

         2.2      Procedure for Borrowing.........................................................................3

         2.3      Term and Prepayments............................................................................3

                  2.3.1    Maturity Date..........................................................................3

                  2.3.2    Asset Sales and Casualty Events........................................................3

                  2.3.3    Equity and Debt Issuances..............................................................3

                  2.3.4    Excess Cash Flow.......................................................................4

                  2.3.5    Voluntary Prepayment...................................................................4

         2.4      Single Loan.....................................................................................4

         2.5      Interest........................................................................................4

                  2.5.1    Rate...................................................................................4

                  2.5.2    Computation............................................................................4

                  2.5.3    Payments...............................................................................4

                  2.5.4    Default Rate...........................................................................4

                  2.5.5    Non-Business Days......................................................................5

                  2.5.6    Maximum Lawful Rate....................................................................5

         2.6      Receipt of Payments.............................................................................5

         2.7      Application and Allocation of Payments..........................................................5

         2.8      Accounting......................................................................................5

3.       COLLATERAL SECURITY......................................................................................5

         3.1      Security Agreement..............................................................................5

         3.2      Joint and Several Unconditional, Continuing Guaranty Agreement.................................6

         3.3      Deposit Account Control Agreement...............................................................6


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         3.4      Assignment of Key Man Life Insurance Policy.....................................................6

4.       REPRESENTATIONS AND WARRANTIES...........................................................................6

         4.1      Litigation......................................................................................6

         4.2      No Default......................................................................................6

         4.3      Ownership.......................................................................................6

         4.4      Financial Statements............................................................................6

         4.5      Compliance with Applicable Laws.................................................................6

         4.6      Contractual Defaults............................................................................6

         4.7      Full Disclosure.................................................................................7

         4.8      Outstanding Security Interests..................................................................7

         4.9      Use of Proceeds.................................................................................7

         4.10     Corporate Existence.............................................................................7

         4.11     Legal Authority to Conduct Business.............................................................7

         4.12     Locations; Corporate or Other Names, Etc........................................................7

         4.13     Execution and Enforceability....................................................................8

         4.14     Projections.....................................................................................8

         4.15     Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness......................8

         4.16     Material Adverse Change.........................................................................8

         4.17     Solvency........................................................................................8

         4.18     Taxes...........................................................................................8

         4.19     Labor Matters...................................................................................9

         4.20     ERISA...........................................................................................9

         4.21     Environmental Matters...........................................................................9

         4.22     Intellectual Property..........................................................................10

         4.23     Insurance......................................................................................10

         4.24     Deposit Accounts...............................................................................10

         4.25     Brokers........................................................................................10

         4.26     Anti-Terrorism and Anti-Money Laundering.......................................................10

         4.27     Affiliated Transactions........................................................................11


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         4.28     Survival of Representations and Warranties.....................................................11

5.       CONDITIONS PRECEDENT....................................................................................11

         5.1      Conditions to Initial Advance..................................................................11

                  5.1.1    Closing Documents.....................................................................11

                  5.1.2    Notice of Borrowing...................................................................11

                  5.1.3    Insurance.............................................................................11

                  5.1.4    Recording of Security Documents.......................................................11

                  5.1.5    Execution Copies of Operator Contracts................................................11

                  5.1.6    Execution Copies of Employment Agreements.............................................12

                  5.1.7    Key Man Life Insurance Policy.........................................................12

                  5.1.8    Opinion of Borrower's Counsel.........................................................12

                  5.1.9    Officer's Certificate.................................................................12

                  5.1.10   Leases................................................................................12

                  5.1.11   Projections...........................................................................12

                  5.1.12   Release of Existing Debt..............................................................12

                  5.1.13   Release of F&M Bank Debt..............................................................12

         5.2      Conditions to Subsequent Advances..............................................................12

                  5.2.1    Notice of Borrowing...................................................................13

                  5.2.2    Additional Matters....................................................................13

                  5.2.3    Representations and Warranties; No Defaults...........................................13

6.       CONDITIONS AND RESTRICTIONS.............................................................................13

         6.1      Performance of Obligations.....................................................................13

         6.2      Affirmative Covenants:.........................................................................13

                  6.2.1    Books and Records.....................................................................13

                  6.2.2    Monthly Financial Statements; Monthly Compliance Schedules...........................13

                  6.2.3    Quarterly Financial Statements........................................................14

                  6.2.4    Annual Financial Statements...........................................................14

                  6.2.5    Section 404 of Sarbanes-Oxley Act of 2002 Compliance.................................14

                  6.2.6    Additional Reporting Requirements.....................................................14


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                  6.2.7    Consent of Borrower's Accountants.....................................................14

                  6.2.8    Projections; Budgets; Operating Plan..................................................15

                  6.2.9    Notice of Litigation; Default.........................................................15

                  6.2.10   Lender Reporting Requirement..........................................................15

                  6.2.11   Maintenance of Properties.............................................................15

                  6.2.12   Tax Returns...........................................................................15

                  6.2.13   Operating Accounts....................................................................16

                  6.2.14   Maintenance of Existence..............................................................16

                  6.2.15   Maintenance of Insurance..............................................................16

                  6.2.16   Access to Books and Records...........................................................16

                  6.2.17   Environmental.........................................................................17

                  6.2.18   Intellectual Property.................................................................17

                  6.2.19   Further Assurances....................................................................17

                  6.2.20   Closing of Lockbox Account............................................................17

         6.3      Negative and Financial Covenants:..............................................................18

                  6.3.1    Asset Dispositions....................................................................18

                  6.3.2    Liens.................................................................................18

                  6.3.3    Indebtedness..........................................................................18

                  6.3.4    Ownership; Fundamental Changes........................................................18

                  6.3.5    Capital Expenditures..................................................................18

                  6.3.6    Maintenance Capital Expenditures......................................................18

                  6.3.7    Minimum EBITDA........................................................................18

                  6.3.8    Restricted Payments...................................................................19

                  6.3.9    Subsidiaries; Investments.............................................................19

                  6.3.10   Change in Nature of Business..........................................................20

                  6.3.11   Affiliated Transactions...............................................................20

                  6.3.12   Third Party Restrictions on Indebtedness, Liens, Investments or Restricted
                           Payments..............................................................................20

                  6.3.13   Modification of Certain Documents.....................................................20

                  6.3.14   Accounting Changes; Fiscal Year.......................................................20


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                  6.3.15   Changes to Name, Locations, Etc.......................................................20

                  6.3.16   Margin Regulations....................................................................21

                  6.3.17   Compliance with ERISA.................................................................21

                  6.3.18   Hazardous Materials...................................................................21

         6.4      Required Deposits..............................................................................21

         6.5      Payment of Taxes...............................................................................21

7.       ADMINISTRATION OF LOAN..................................................................................22

8.       DEFAULT.................................................................................................22

         8.1      Non-Payment of Loan............................................................................22

         8.2      Other Non-Payment..............................................................................22

         8.3      Breach of Covenants............................................................................22

         8.4      Bankruptcy.....................................................................................22

         8.5      Representations................................................................................22

         8.6      Cross-Default..................................................................................22

         8.7      Litigation.....................................................................................23

         8.8      Judgments......................................................................................23

         8.9      Material Adverse Effect........................................................................23

         8.10     Invalidity, Etc................................................................................23

         8.11     Transfer of Stock..............................................................................23

         8.12     Other Events of Default........................................................................23

9.       REMEDIES................................................................................................23

         9.1      Acceleration of Loan...........................................................................23

         9.2      Selective Enforcement..........................................................................24

         9.3      Application of Proceeds........................................................................24

10.      MISCELLANEOUS...........................................................................................24

         10.1     Expenses.......................................................................................24

         10.2     Notices........................................................................................24

         10.3     Amendment and Waiver...........................................................................25

         10.4     Non-Waiver; Cumulative Remedies................................................................25


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         10.5     Assignment.....................................................................................25

         10.6     Applicable Law; Venue..........................................................................26

         10.7     Descriptive Headings...........................................................................26

         10.8     Integrated Agreement...........................................................................26

         10.9     Time of Essence................................................................................26

         10.10    Binding Effect.................................................................................26

         10.11    Third Party Beneficiary........................................................................26

         10.12    Right to Defend................................................................................27

         10.13    Partial Invalidity.............................................................................27

         10.14    WAIVER OF JURY TRIAL...........................................................................27

         10.15    Indemnity......................................................................................27

         10.16    No Fiduciary Relationship......................................................................27

         10.17    No Marshaling; Reinstatement...................................................................28

A Defined Terms

A        $80,000,000 Promissory Note
B        Security Agreement and Financing Statements
C        Guaranty Agreement
D        Deposit Account Control Agreement
E        Assignment of Key Man Life Insurance Policy
F        Form of Legal Opinion
G        Form of Officer's Certificate
H        Form of Compliance Certificate
I        Form of Monthly Compliance Schedule
J        Form of Financial Statements and Supporting Schedules

                          SCHEDULES:
                          ----------

4.12     Locations; Corporate or Other Names
4.15     Stock; Affiliates
4.19     Labor Matters
4.20     ERISA
4.21     Environmental Matters
4.22     Intellectual Property
4.23     Insurance
4.24     Deposit and Other Accounts
4.27     Affiliated Transactions
6.3.3    Outstanding Indebtedness
6.3.5    New Rigs Under Contract with Operators

LOAN AGREEMENT

THIS LOAN AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "AGREEMENT") is made and entered into this 6th day of April, 2006, by and among GOOBER DRILLING, LLC, a Delaware limited liability company (hereinafter referred to as "BORROWER"), the Subsidiaries, if any, of Borrower from time to time signatory hereto (each a "GUARANTOR" and, collectively, "GUARANTORS"), and LEUCADIA NATIONAL CORPORATION, a New York corporation (hereinafter referred to as "LENDER").

W I T N E S S E T H :

WHEREAS, Borrower desires to (i) fund new Rig (as defined below) equipment purchases and construction costs and (ii) repay the Bridge Loan (as defined below) and other Existing Debt (as defined below);

WHEREAS, Borrower has requested that Lender make available a secured credit facility consisting of up to $80,000,000 of multiple advance term loans, the proceeds of which will be used to finance the items described in (i) and
(ii) above and for other purposes permitted under, and otherwise in accordance with and subject to the terms of, this Agreement; and

WHEREAS, Lender is willing to make such facility available to Borrower upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. INTERPRETATION AND ACCOUNTING TERMS.

1.1 DEFINED TERMS. Capitalized terms used herein shall have the meanings assigned to such terms in Annex A attached hereto and incorporated herein by reference.

1.2 ACCOUNTING TERMS AND PRINCIPLES. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision of Section 6 unless Borrower and Lender agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.

1.3 INTERPRETATION: CERTAIN TERMS. Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term "property", which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms "herein", "hereof" and similar terms refer

to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the term "from" means "from and including" and the words "to" and "until" each mean "to but excluding" and the word "through" means "to and including." In any other case, the term "including" when used in any Loan Document means "including without limitation." The term "documents" means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term "incur" means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms "incurrence" and "incurred" and similar derivatives shall have correlative meanings.

1.4 INTERPRETATION: CERTAIN REFERENCES. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Annex, Section, clause or paragraph refer to the appropriate Exhibit, Schedule or Annex to, or Section, clause or paragraph in, this Agreement and (ii) in any Loan Document, to (A) any agreement or instrument shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of Lender required therefor is not obtained, any amendment, amendment and restatement, supplement or other modification to any term of such agreement from time to time, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time. Titles of sections, clauses, paragraphs, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.

2. LOAN.

2.1 LOAN. Subject to the terms and conditions of this Agreement, Lender agrees to make one or more term loans (each, a "TERM LOAN") to Borrower on the Closing Date and on any Business Day thereafter prior to March 31, 2007 in an aggregate principal amount not to exceed $80,000,000 (the Term Loans being collectively referred to herein as the "LOAN"). The Loan shall be evidenced by a Promissory Note in the principal amount of up to Eighty Million and No/100 Dollars ($80,000,000), substantially in the form of Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as the "PROMISSORY NOTE" or the "NOTE"). The Loan shall be repayable on the Maturity Date and at the dates and in the amounts set forth below:

       DATE                              AMOUNT

  March 31, 2007                       $4,000,000

   June 30, 2007                       $4,000,000

September 30, 2007                     $4,000,000

 December 31, 2007                     $4,000,000

  March 31, 2008                       $4,000,000

   June 30, 2008                       $4,000,000

September 30, 2008                     $4,000,000

 December 31, 2008                     $4,000,000

   April 6, 2009               The remaining outstanding
                             principal balance of the Loan

Amounts repaid, or prepaid in accordance with this Section 2.1 and
Section 2.3 hereof, on account of the Loan may not be reborrowed.

2.2 PROCEDURE FOR BORROWING. Borrower shall give Lender irrevocable notice (including telephonic notice confirmed in writing) (which notice must be received by Lender not later than 11:00 a.m. three (3) Business Days before the date of the anticipated borrowing) requesting that Lender make a Term Loan on such borrowing date and specifying the amount to be borrowed (each such notice being referred to herein as a "NOTICE OF BORROWING"). Notwithstanding anything to the contrary in this Agreement, all borrowings hereunder shall be in minimum amounts of $5,000,000 and incremental amounts of $1,000,000 in excess thereof.

2.3 TERM AND PREPAYMENTS.

2.3.1 MATURITY DATE. Upon the Maturity Date, Borrower shall pay to Lender in full, in cash: (i) all principal and accrued but unpaid interest on the Loan and (ii) all other non-contingent Obligations due to or incurred by Lender.

2.3.2 ASSET SALES AND CASUALTY EVENTS. Upon receipt on
or after the Closing Date by any Credit Party or any of its Subsidiaries of (i) net cash proceeds arising from any Sale by any Credit Party of any of its property other than (x) net cash proceeds from Sales of Rig spare parts in the ordinary course of business and (y) net cash proceeds from Sales of assets with a fair market value not in excess of $250,000 per transaction (or series of related transactions) and $2,000,000 in the aggregate during the term of this Agreement which are reinvested within one hundred eighty (180) days of receipt thereof in assets useful to the business of Borrower and the other Credit Parties or (ii) net cash proceeds from any casualty or condemnation event with respect to any property of any Credit Party other than net cash proceeds not in excess of $1,000,000 in the aggregate during the term of this Agreement which are reinvested within one hundred eighty (180) days of receipt thereof in assets useful to the business of Borrower and the other Credit Parties, Borrower shall immediately pay or cause to be paid to Lender an amount equal to 100% of such net cash proceeds and Lender shall apply the same to the Obligations in such manner as Lender may elect in its sole discretion.

2.3.3 EQUITY AND DEBT ISSUANCES. Upon receipt on or after the Closing Date by any Credit Party or any of its Subsidiaries of net cash proceeds arising from (i) the issuance or Sale of its own Stock (other than any Stock of Borrower which has been issued pursuant to an employee stock option plan that has been approved in writing by Lender, a "STOCK OPTION PLAN"), Borrower shall immediately pay or cause to be paid to Lender an amount equal to 100% of such net cash proceeds or (ii) the incurrence by any Credit Party or any of its Subsidiaries of

Indebtedness (other than any such Indebtedness permitted under
Section 6.3.3 hereof), Borrower shall immediately pay or cause to be paid to Lender an amount equal to 100% of such net cash proceeds.

2.3.4 EXCESS CASH FLOW. Beginning with the fourth (4th) fiscal quarter of 2006 and continuing for each fiscal quarter thereafter, Borrower shall pay or cause to be paid to Lender, within thirty (30) days after the end of each such fiscal quarter, an amount equal to 100% of the Excess Cash Flow for such fiscal quarter; provided, however, that (i) the Excess Cash Flow payment for the fourth (4th) fiscal quarter of 2006 shall be an amount equal to the total Excess Cash Flow for the fiscal year ending December 31, 2006 less the Rig Construction Reserve Amount and (ii) the Excess Cash Flow payment for the fourth
(4th) fiscal quarter of 2007 shall be reduced on a dollar for dollar basis by the amount, if any, of the 2007 Distribution.

2.3.5 VOLUNTARY PREPAYMENT. Borrower shall have the right, at any time upon one (1) day's prior written notice to Lender, to prepay all or a portion of the Loan; provided that any prepayment of less than all of the outstanding principal balance of the Loan shall be applied to the remaining installments of the Loan in the inverse order of their maturity.

2.4 SINGLE LOAN. The Loan and all of the other Obligations of Borrower to Lender shall constitute one general obligation of Borrower secured by all of the Collateral.

2.5 INTEREST.

2.5.1 RATE. Borrower shall pay interest to Lender on the outstanding principal balance of the Loan at a floating rate per annum equal to LIBOR plus two percent (2.0%).

2.5.2 COMPUTATION. All computations of interest shall be made by Lender on the basis of a three hundred and sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest is payable. Each determination by Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.5.3 PAYMENTS. Interest shall be payable (i) in arrears for the preceding calendar month on the first day of each calendar month, (ii) upon any prepayment of the Loan pursuant to
Section 2.3, (iii) on the Maturity Date and (iv) if any interest accrues or remains payable after the Maturity Date, upon demand by Lender.

2.5.4 DEFAULT RATE. Effective upon the occurrence of any Default or Event of Default and for so long as any Default or Event of Default shall be continuing, all outstanding Obligations, including unpaid interest, shall continue to accrue interest from the date of such Default or Event of Default at the rate equal to five percent (5.0%) per annum above the rate of interest published in the "Money Rates" section of The Wall Street Journal as the prime rate of interest from time to time (the "DEFAULT RATE"), and any such interest shall be payable to Lender by Borrower upon demand therefor by Lender.

2.5.5 NON-BUSINESS DAYS. If any interest or any other payment to Lender under this Agreement becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension.

2.5.6 MAXIMUM LAWFUL RATE. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Agreement or any other Loan Document, in no event shall this Agreement or any other Loan Document require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under this Agreement or any other Loan Document, or in the event that all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under this Agreement or any other Loan Document shall exceed the maximum amount of interest permitted by applicable law, then in such event any such excess which may have been collected shall be either applied as a credit against the then unpaid principal balance of the Loan or refunded to Borrower, at the option of Lender and the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof.

2.6 RECEIPT OF PAYMENTS. Borrower shall make each payment under this Agreement (not otherwise made pursuant to Section 2.7) without set-off, counterclaim or deduction and free and clear of all Taxes not later than 1:00
p.m. on the day when due in lawful money of the United States of America in immediately available funds to the Collection Account.

2.7 APPLICATION AND ALLOCATION OF PAYMENTS. Borrower irrevocably agrees that Lender shall have the continuing and exclusive right to apply any and all payments against the then due and payable Obligations in such order as Lender may deem advisable.

2.8 ACCOUNTING. Lender is authorized to record on its books and records the date and amount of the Loan and each payment of principal thereof and such recordation shall constitute prima facie evidence of the accuracy of the information so recorded.

3. COLLATERAL SECURITY. The performance of all covenants, conditions and agreements contained in this Agreement and in the other documents executed or delivered as a part of this transaction and the payment of the Obligations shall be secured or supported by, among other things, the following:

3.1 SECURITY AGREEMENT. A Security Agreement executed by each Credit Party in favor of Lender in the form set forth as Exhibit "B" attached hereto and incorporated herein by reference (the "SECURITY AGREEMENT"), and any UCC-1 financing statements filed in connection therewith.

3.2 JOINT AND SEVERAL UNCONDITIONAL, CONTINUING GUARANTY AGREEMENT. To the extent there exists any Subsidiary of the Borrower, a Joint and Several Unconditional Continuing Guaranty Agreement of the Guarantors in favor of Lender in the form set forth as Exhibit "C" attached hereto and incorporated herein by reference (any such agreement, a "GUARANTY AGREEMENT").

3.3 DEPOSIT ACCOUNT CONTROL AGREEMENT. A Deposit Account Control Agreement by and among Borrower, Bank and Lender.

3.4 ASSIGNMENT OF KEY MAN LIFE INSURANCE POLICY. Borrower shall cause to be assigned to Lender a key man life insurance policy in the amount of Five Million and No/100 Dollars ($5,000,000) issued on the life of Mike Brown (the "KEY MAN LIFE INSURANCE POLICY") pursuant to an assignment in the form set forth as Exhibit "E" attached hereto and incorporated herein by reference (the "ASSIGNMENT OF KEY MAN LIFE INSURANCE POLICY").

4. REPRESENTATIONS AND WARRANTIES. Borrower and each other Credit Party represent and warrant to Lender each of the following on and as of the Closing Date and each other date of the relevant Term Loan or incurrence and the acceptance of the proceeds thereof that:

4.1 LITIGATION. There is no Litigation pending, or threatened, against Borrower or any other Credit Party which, if adversely determined, would materially and adversely affect Borrower or any other Credit Party, or impair the ability of Borrower or any other Credit Party to carry on its business substantially as now conducted or contemplated.

4.2 NO DEFAULT. The making and performance by Borrower and each other Credit Party of this Agreement or any other Loan Document to which it is a party will not violate any provision of or constitute a default under (i) any Contractual Obligation or Requirement of Law to or by which Borrower or any other Credit Party is bound or by which they or any of their properties may be affected or (ii) its charter, bylaws and/or other governing documents.

4.3 OWNERSHIP. The relevant Credit Party has good and marketable title to the property described in the agreements set forth in Sections 3.1, 3.3 and 3.4 above.

4.4 FINANCIAL STATEMENTS. Financial statements shall be delivered to Lender relating to Borrower and each other Credit Party which shall be complete, true and correct in all material respects, shall be the most current statements available, shall have been prepared in accordance with GAAP consistently applied, and shall fully and accurately represent the financial condition reflected therein without material change since the dates thereof.

4.5 COMPLIANCE WITH APPLICABLE LAWS. Borrower and each other Credit Party, to the best of their knowledge, have not violated and are not now in violation of any Requirement of Law, in any respect adversely affecting their business, property, assets, operations or condition, financial or otherwise.

4.6 CONTRACTUAL DEFAULTS. To Borrower's and each other Credit Party's knowledge, Borrower and each other Credit Party are not in default of or in breach in any material respect under any Contractual Obligation to which

Borrower or each other Credit Party are a party or by which they or any of their properties may be bound.

4.7 FULL DISCLOSURE. Neither this Agreement, nor any statements or documents referred to herein or delivered by Borrower or any other Credit Party pursuant to this Agreement, contain any untrue statement which is material or omit to state a material fact necessary to make the statements therein not misleading.

4.8 OUTSTANDING SECURITY INTERESTS. There are no outstanding and/or filed mortgages, security interests or Liens granted by Borrower or any other Credit Party or any other Person or entity upon the Collateral (other than the Liens permitted under Section 6.3.2). Neither Borrower nor any other Credit Party will grant any security interests in the collateral securing the Loan and the other Obligations of Borrower or any other Credit Party hereunder and under the other Loan Documents (collectively, the "COLLATERAL") during the term of the Loan and any extension thereof, except to the extent permitted under Section 6.3.2.

4.9 USE OF PROCEEDS. The proceeds of the Loan will be used (i) to fund new Rig equipment purchases and construction costs, (ii) to repay the Bridge Loan and Existing Debt, (iii) to repay the F&M Bank Debt and (iv) for working capital and general corporate purposes. Borrower is not subject to or regulated under any federal or state Requirement of Law that restricts or limits its ability to incur Indebtedness, pledge its assets, or to perform its obligations under the Loan Documents. Borrower is not engaged in the business of extending credit for the purpose of "purchasing" or "carrying" any Margin Stock.

4.10 CORPORATE EXISTENCE. Each Credit Party is (a) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and (b) duly qualified to do business as a foreign entity and in good standing in each other material jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification.

4.11 LEGAL AUTHORITY TO CONDUCT BUSINESS. Each Credit Party has
(a) the requisite organizational power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now, heretofore or proposed to be conducted and (b) all Permits, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Credit Party that are necessary or appropriate for the conduct of its business.

4.12 LOCATIONS; CORPORATE OR OTHER NAMES, ETC. Set forth on Schedule 4.12 is (a) each Credit Party's name as it appears in official filings in the state of its incorporation or organization, (b) the type of entity of each Credit Party, (c) the organizational identification number issued by each such Credit Party's state of incorporation or organization or a statement that no such number has been issued, (d) each Credit Party's state of organization or incorporation and (e) the location of each Credit Party's chief executive office, corporate offices, warehouses, other locations of Collateral and locations where records with respect to Collateral are kept (including in each case the county of such locations) and, except as set forth in such Schedule, such locations have not changed during the preceding twelve months. As of the

Closing Date, during the prior five years, except as set forth on Schedule 4.12, no Credit Party has been known as or conducted business in any other name (including trade names).

4.13 EXECUTION AND ENFORCEABILITY. From and after its delivery to Lender, each Loan Document shall have been duly executed and delivered by or on behalf of each Credit Party which is a party thereto, and each such Loan Document upon such execution and delivery shall be a legal, valid and binding obligation of such Credit Party, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting creditors' rights generally.

4.14 PROJECTIONS. The projections most recently delivered by Borrower to Lender hereunder have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and as of the date delivered to Lender and all such assumptions are disclosed in the projections.

4.15 VENTURES, SUBSIDIARIES AND AFFILIATES; OUTSTANDING STOCK AND INDEBTEDNESS. Except as set forth on Schedule 4.15, as of the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Stock of each Credit Party (including all rights to purchase, options, warrants or similar rights or Contractual Obligations pursuant to which any Credit Party may be required to issue, Sell, repurchase or redeem any of its Stock) as of the Closing Date is owned by each of the Persons (and in the amounts) set forth on Schedule 4.15. All outstanding Indebtedness of each Credit Party as of the Closing Date (after giving effect to the use of the proceeds of the Term Loan made on the Closing Date) is described on Schedule 6.3.3.

4.16 MATERIAL ADVERSE CHANGE. Since December 31, 2004, no events have occurred that, alone or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

4.17 SOLVENCY. Both before and after giving effect to (a) the Term Loans made on or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds of such Term Loans, and (c) the payment and accrual of all transaction costs in connection with the foregoing, both the Credit Parties taken as a whole and Borrower individually are Solvent.

4.18 TAXES. All federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the "TAX RETURNS") required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. No Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate

from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

4.19 LABOR MATTERS. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Credit Party, threatened) against or involving any Credit Party. Except as set forth on Schedule 4.19, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Credit Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Credit Party and (c) no such representative has sought certification or recognition with respect to any employee of any Credit Party.

4.20 ERISA. Schedule 4.20 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, result in any Liability in excess of $500,000, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Credit Party incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

4.21 ENVIRONMENTAL MATTERS. Except as set forth on Schedule 4.21, (a) the operations of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Liabilities in excess of $500,000, (b) no Credit Party is party to, and no Credit Party and no real property currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any Credit Party is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Liabilities in excess of $500,000, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or

conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Credit Party and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to result, in the aggregate, in Liabilities in excess of $500,000, (e) no Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. ss.ss. 9601 et seq.) or similar Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Liabilities in excess of $500,000 and (f) each Credit Party has made available to Lender copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

4.22 INTELLECTUAL PROPERTY. As of the Closing Date, all material Intellectual Property owned or used by any Credit Party is listed, together with application or registration numbers, where applicable, on Schedule 4.22. Each Credit Party owns, or is licensed to use, all Intellectual Property material and necessary to conduct its business as currently conducted. To the knowledge of each Credit Party, (a) the conduct and operations of the businesses of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person in any material respect and (b) no other Person has contested any right, title or interest of any Credit Party in, or relating to, any material Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein.

4.23 INSURANCE. As of the Closing Date, Schedule 4.23 lists all insurance of any nature maintained for current occurrences by Borrower and each other Credit Party, as well as a summary of the terms of such insurance.

4.24 DEPOSIT ACCOUNTS. Schedule 4.24 lists all banks and other financial institutions at which Borrower or any other Credit Party, maintains deposit and/or other accounts, including accounts subject to Deposit Account Control Agreements in favor of Lender, and such Schedule correctly identifies the name, address and telephone number of each such depository, the name in which the account is held, a description of the purpose of the account, and the complete account number.

4.25 BROKERS. No broker or finder acting on behalf of Borrower or any other Credit Party brought about the obtaining, making or closing of the Agreement and the credit provided hereunder and neither Borrower nor any Credit Party has any obligation to any Person in respect of any finder's or brokerage fees in connection therewith.

4.26 ANTI-TERRORISM AND ANTI-MONEY LAUNDERING. Borrower currently (a) ensures that neither Borrower nor any Person who owns a controlling interest in or otherwise controls Borrower shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute,

Executive Order or regulation or (ii) a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders and (b) complies with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

4.27 AFFILIATED TRANSACTIONS. Schedule 4.27 sets forth, as of the Closing Date, a complete and correct list of, and separately identifies, all of the transactions between any Credit Party and its Affiliates (collectively, the "AFFILIATED TRANSACTIONS").

4.28 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All covenants, representations and warranties made herein shall survive the making of the Loan hereunder and the delivery of the Note, the Security Documents and other Loan Documents described herein until complete repayment of the Obligations.

5. CONDITIONS PRECEDENT.

5.1 CONDITIONS TO INITIAL ADVANCE. At or prior to the initial advance of the Loan hereunder (the "INITIAL ADVANCE"), Borrower and each Credit Party, as applicable, shall deliver, or cause to be delivered to Lender, the following items, all of which are to be in form and substance reasonably satisfactory to Lender, and, where deemed necessary by Lender or required for recording, duly executed and acknowledged:

5.1.1 CLOSING DOCUMENTS. This Agreement, the Note, UCC-1 financing statements, the Security Agreement, a Deposit Account Control Agreement in respect of accounts maintained at the Bank and the Assignment of Key Man Life Insurance Policy shall be duly authorized, executed and delivered to Lender.

5.1.2 NOTICE OF BORROWING. The Lender shall have received a written, timely and duly executed and completed Notice of Borrowing in respect of the Initial Advance.

5.1.3 INSURANCE. Borrower and each Credit Party, as applicable, will deposit and maintain with Lender throughout the term of the Loan copies of certificates of insurance, premiums prepaid, with insurance companies satisfactory to Lender, in such amounts and against such risks as shall be reasonably required by Lender. All insurance policies shall name Borrower, each Credit Party and Lender as loss payees, as their respective interests may appear, or as additional insureds as required by Lender and shall otherwise be satisfactory in all respects to Lender.

5.1.4 RECORDING OF SECURITY DOCUMENTS. The UCC-1 financing statements shall be filed in the appropriate recording offices.

5.1.5 EXECUTION COPIES OF OPERATOR CONTRACTS. Duly executed copies of the Operator Contracts for each of the Rigs, excluding Rigs 5, 29 and 30, listed on Schedule 6.3.5 hereto.

5.1.6 EXECUTION COPIES OF EMPLOYMENT AGREEMENTS. Duly executed copies of the Employment Agreements, in each case, in form and substance acceptable to Lender.

5.1.7 KEY MAN LIFE INSURANCE POLICY. A copy of the Key Man Life Insurance Policy, in form and substance acceptable to Lender.

5.1.8 OPINION OF BORROWER'S COUNSEL. An opinion from Borrower's and the other Credit Parties' counsel in substantially the form of Exhibit "F" hereto and otherwise in form and substance satisfactory to Lender and Lender's counsel.

5.1.9 OFFICER'S CERTIFICATE. Borrower shall deliver to Lender a duly authorized and executed certificate substantially in the form of Exhibit "G" hereto, including true and complete copies of all attachments referred to therein.

5.1.10 LEASES. Borrower shall enter into written agreements for all leases of real property which shall be in form and substance reasonably satisfactory to Lender and deliver duly executed copies thereof to Lender.

5.1.11 PROJECTIONS. Borrower shall deliver to Lender its forecasted consolidated balance sheet, statements of income and cash flow (including forecasted capital expenditures) for each fiscal month during fiscal years 2006 through 2009.

5.1.12 RELEASE OF EXISTING DEBT. Borrower shall deliver to Lender payoff letters (including, without limitation, releases of all Collateral securing such Existing Debt and releases of the Credit Parties and the other persons liable therefor) in respect of the Existing Debt in form and substance satisfactory to Lender, together with any and all instruments authorized by the holders of the Existing Debt necessary to give effect to such releases.

5.1.13 RELEASE OF F&M BANK DEBT. Borrower shall deliver to Lender a payoff letter (including, without limitation, releases of all Collateral securing such F&M Bank Debt and releases of the Credit Parties and the other persons liable therefor) in respect of the F&M Bank Debt in form and substance satisfactory to Lender, together with any and all instruments authorized by the holders of the F&M Bank Debt necessary to give effect to such releases.

In addition to the delivery of the foregoing items, (i) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to the funding of the Initial Advance and (ii) each of the representations and warranties made by Borrower or any other Credit Party in the Loan Documents shall be true and correct in all material respects both before and after giving effect to the funding of the Initial Advance.

5.2 CONDITIONS TO SUBSEQUENT ADVANCES. At or prior to any subsequent advance of the Loan hereunder (each, a "SUBSEQUENT ADVANCE"), Borrower or any other Credit Party, as applicable, shall deliver, or cause to be delivered to Lender, the following items, all of which are to be in form and substance reasonably satisfactory to Lender, and, where deemed necessary by Lender or required for recording, duly executed and acknowledged:

5.2.1 NOTICE OF BORROWING. The Lender shall have received a written, timely and duly executed and completed Notice of Borrowing in respect of any such Subsequent Advance.

5.2.2 ADDITIONAL MATTERS. Lender shall have received such additional documents and information as Lender may reasonably request and, to the extent that any such Subsequent Advance is to be used to (i) fund Capital Expenditures in respect of Rig 29 and/or Rig 30, Borrower shall deliver to Lender a duly executed copy of the Operator Contract for each such Rig or (ii) payoff the John Deere Debt, Borrower shall deliver to Lender a payoff letter (including, without limitation, releases of all Collateral securing such John Deere Debt and releases of the Credit Parties and the other persons liable therefor) in respect of the John Deere Debt in form and substance satisfactory to Lender, together with any and all instruments authorized by the holders of the John Deere Debt necessary to give effect to such releases.

5.2.3 REPRESENTATIONS AND WARRANTIES; NO DEFAULTS. In addition to the delivery of the foregoing, the following statements shall be true on such date, both before and after giving effect to any Subsequent Advance: (i) the representations and warranties set forth in any Loan Document shall be true and correct in all material respects on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing.

The representations and warranties set forth in any Notice of Borrowing (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Subsequent Advance and the acceptance of the proceeds thereof.

6. CONDITIONS AND RESTRICTIONS. Until the payment in full and performance of all Obligations owing to Lender under this Agreement or any of the other Loan Documents, unless Lender shall otherwise consent in writing, Borrower and each other Credit Party covenant and agree as follows:

6.1 PERFORMANCE OF OBLIGATIONS. Borrower and each other Credit Party will promptly and punctually perform all of the Obligations hereunder and under any of the other Loan Documents.

6.2 AFFIRMATIVE COVENANTS:

6.2.1 BOOKS AND RECORDS. Borrower and each other Credit Party shall maintain adequate Books and Records in accordance with GAAP consistently applied.

6.2.2 MONTHLY FINANCIAL STATEMENTS; MONTHLY COMPLIANCE SCHEDULES. Beginning with the first full fiscal month following the Closing Date and continuing for each fiscal month thereafter, Borrower shall, within ten (10) days of the end of each such fiscal month, provide Lender with (a) a monthly reporting package in form and substance acceptable to Lender (the "MONTHLY REPORT") and (b) Monthly Compliance Schedules; provided, however, Borrower shall only be required to provide

Monthly Compliance Schedules to Lender for each such fiscal month through the fiscal month ending March 31, 2007.

6.2.3 QUARTERLY FINANCIAL STATEMENTS. Beginning with the fiscal quarter ended June 30, 2006 and continuing for each fiscal quarter thereafter, Borrower shall provide Lender with unaudited consolidated quarterly financial statements and supporting schedules prepared in accordance with GAAP within fifteen (15) days after the end of each of the first three fiscal quarters of each fiscal year, in each case, together with a duly executed Compliance Certificate; provided, that to the extent the Securities and Exchange Commission (the "SEC") reduces the timeframe within which Lender is required to make any filings, each timeframe set forth above shall be correspondingly reduced. The forms of financial statements and supporting schedules currently required by Lender are attached hereto as Exhibit J; however such forms and the information requested to be delivered to Lender hereunder may be changed from time to time at the discretion of Lender upon written notice to Borrower (such forms and information, the "REQUIRED Forms").

6.2.4 ANNUAL FINANCIAL STATEMENTS. Borrower shall deliver to Lender (a) year-end consolidated financial statements
(commencing with the fiscal year ending December 31, 2006) prepared in accordance with GAAP and in the Required Forms within twenty four (24) days after Borrower's fiscal year end and (b) year-end audited consolidated financial statements
(commencing with the fiscal year ending December 31, 2006) prepared in accordance with GAAP and audited in accordance with United States generally accepted auditing standards and meeting all applicable requirements of the SEC within fifty (50) days after Borrower's fiscal year end and accompanied by (i) a report and opinion of Borrower's auditors (the identity of which shall be reasonably satisfactory to Lender), which report and opinion shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) a duly executed Compliance Certificate; provided, further, that to the extent the SEC reduces the timeframes within which Lender is required to make any filings, the timeframes set forth above shall be correspondingly reduced.

6.2.5 SECTION 404 OF SARBANES-OXLEY ACT OF 2002 COMPLIANCE. Borrower shall undertake best efforts to become compliant with Section 404 of the Sarbanes-Oxley Act of 2002 ("404 Compliant") by December 31, 2007 and provide updates on such progress at Lender's request.

6.2.6 ADDITIONAL REPORTING REQUIREMENTS. The financial reporting requirements included in Sections 6.2.2 through 6..2.5 are subject to change should Lender determine that Borrower must be treated as a consolidated Subsidiary for GAAP and SEC reporting purposes.

6.2.7 CONSENT OF BORROWER'S ACCOUNTANTS. If required by Lender's independent public accounting firm, Borrower will take whatever steps are necessary so that Lender's independent public accounting firm may review the audit work papers of the Borrower's independent public accounting firm immediately after receipt of the audited consolidated financial statements

referred to in Section 6.2.4(b). If required under the rules of the SEC, the Borrower will obtain from their independent public accounting firm such firm's consent for Lender to file their opinion and the financial statements with the SEC, within eighty
(80) days after the end of Lender's fiscal year.

6.2.8 PROJECTIONS; BUDGETS; OPERATING PLAN. No later than October 15th of each fiscal year following the Closing Date (including fiscal year 2006), Borrower shall deliver to Lender
(a) a projected balance sheet and statements of income and cash flow of Borrower and its Subsidiaries for each fiscal month of the fourth (4th) fiscal quarter of such fiscal year, (b) a projected balance sheet and statements of income and cash flow of Borrower and its Subsidiaries for each fiscal month of the next fiscal year and an operating plan for Borrower, including senior management's discussion and analysis of strategic initiatives for the upcoming fiscal year and (c) a projected balance sheet and statements of income and cash flow of Borrower and its Subsidiaries on an annual basis for each of the following two (2) fiscal years, in each case (i) prepared by Borrower in a manner consistent with GAAP and in good faith, with care and diligence, and using assumptions that are reasonable under the circumstances at the time the such items are delivered to Lender and disclosed therein when delivered and
(ii) setting forth in comparative form the figures for the corresponding period in the prior fiscal year; provided, that the projections provided in clause (b) shall be consistent in all respects with the projections for such fiscal year provided pursuant to clause (c).

6.2.9 NOTICE OF LITIGATION; DEFAULT. Borrower and each other Credit Party shall inform Lender in writing (a) promptly of any and all litigation, against Borrower or any other Credit Party brought by any Person, partnership or entity or in which Borrower or any other Credit Party are involved, in each case, in which the damages asserted in the petition or complaint exceed $50,000, and which is not adequately covered by insurance and (b) immediately upon the occurrence of any Default.

6.2.10 LENDER REPORTING REQUIREMENT. Borrower and each other Credit Party will promptly furnish to Lender all requested information concerning the Collateral and any requested information that may be required by Lender to enable it to comply with the accounting and disclosure requirements of the SEC as in effect from time to time, which information shall be provided to Lender in a timely manner to meet the SEC requirements.

6.2.11 MAINTENANCE OF PROPERTIES. Borrower shall maintain the physical condition of all property described in the Security Agreement in a good and satisfactory condition during the term of the Loan and shall maintain all material rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Government Authorities.

6.2.12 TAX RETURNS. Within one hundred twenty (120) days after the end of each fiscal year, Borrower and each other Credit Party shall provide to Lender such information as is necessary to complete Lender's United States income tax or

information returns, including a copy of Borrower's United States federal, state and local income tax or information returns.

6.2.13 OPERATING ACCOUNTS. Borrower and each other Credit Party shall maintain all deposit and other operating accounts with Bank during the term of the Loan or until Lender approves in writing another depository institution, which such accounts shall be subject to a Deposit Account Control Agreement in favor of Lender, except Borrower may maintain (a) its payroll account at Stillwater National Bank and Trust and (b) an operating account at Stillwater National Bank and Trust; provided that the balance maintained from time to time in any such operating account at Stillwater National Bank and Trust shall not exceed $100,000.

6.2.14 MAINTENANCE OF EXISTENCE. Borrower and each other Credit Party shall preserve and maintain (a) its legal existence and good standing under the laws of the jurisdiction of its incorporation or organization and (b) it rights (charter and statutory), privileges franchises and Permits material to and necessary or desirable in the conduct of its business.

6.2.15 MAINTENANCE OF INSURANCE. Borrower and each other Credit Party shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Credit Parties with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of Borrower) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Credit Parties and (b) cause all such insurance relating to any property or business of any Credit Party to name Lender as additional insured or loss payee, as appropriate. All policies of insurance on real and personal property will give Lender at least thirty (30) days' prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of Borrower or any other Person shall affect the right of Lender to recover under such policy or policies of insurance in case of loss or damage. Lender reserves the right at any time, upon review of each Credit Party's risk profile, to require in its reasonable discretion additional forms and limits of insurance.

6.2.16 ACCESS TO BOOKS AND RECORDS. Borrower and each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any and all times): (a) provide access to such property to Lender and any of its Related Persons, as frequently as Lender determines to be appropriate,
(b) permit Lender and any of its Related Persons to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party's Books and Records and (c) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Lender considers advisable, and such Credit Party agrees to render to Lender, at such Credit Party's cost and expense, such

clerical and other assistance as may be reasonably requested with regard thereto.

6.2.17 ENVIRONMENTAL. Borrower and each other Credit Party shall comply in all material respects with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority). Without limiting the foregoing, if an Event of Default is continuing or if Lender at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Credit Party or that there exist any material Environmental Liabilities, then each Credit Party shall, promptly upon receipt of request from Lender, cause the performance of, and allow Lender and its Related Persons access to such real property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as Lender may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by Lender or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to Lender and shall be in form and substance reasonably acceptable to Lender.

6.2.18 INTELLECTUAL PROPERTY. Borrower and each other Credit Party shall maintain the patenting and registration of all Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or other appropriate Governmental Authority.

6.2.19 FURTHER ASSURANCES. Borrower and each other Credit Party, at any time and from time to time, upon the written request of Lender and at the sole expense of such Credit Party, shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Lender may reasonably deem necessary or advisable (a) to obtain the full benefits of this Agreement and the other Loan Documents, (b) to protect, preserve, maintain and enforce Lender's rights in (and the priority of Lender's Lien on) any Collateral or (c) to enable Lender to exercise all or any of the rights, remedies and powers granted herein or in any other Loan Document.

6.2.20 CLOSING OF LOCKBOX ACCOUNT. Within thirty (30) days after the Closing Date, Borrower shall close that certain lockbox account (account number: 348572) maintained by Borrower at Stillwater National Bank and Trust.

6.3 NEGATIVE AND FINANCIAL COVENANTS:

6.3.1 ASSET DISPOSITIONS. Borrower and each other Credit Party shall not Sell any of the Collateral with a fair market value in excess of $250,000 per transaction (or series of related transactions) and $2,000,000 in the aggregate during the term of this Agreement without the prior written consent of Lender.

6.3.2 LIENS. Borrower and each other Credit Party shall not encumber (except for Liens securing Indebtedness described in Section 6.3.3 and other Permitted Liens) any of the Collateral by Lien, mortgage, or otherwise, without the prior written consent of Lender.

6.3.3 INDEBTEDNESS. Borrower and each other Credit Party shall not incur additional Indebtedness (except (i) revolving debt incurred under a revolving credit facility (in form and substance reasonably acceptable to Lender) in an aggregate principal amount not to exceed $8,000,000 or additional amounts upon the Lender's prior written approval, (ii) Indebtedness described on Schedule 6.3.3 hereto, (iii) capital lease obligations in an aggregate principal amount not to exceed $1,000,000 and (iv) purchase money Indebtedness in an aggregate principal amount not to exceed $1,000,000) without the prior written consent of Lender.

6.3.4 OWNERSHIP; FUNDAMENTAL CHANGES. Borrower shall not issue additional Stock (other than pursuant to a Stock Option Plan), allow Chris McCutchen or Mike Brown to disassociate themselves with or otherwise not participate in the management of Borrower, elect officers (other than the present officers and directors), merge, consolidate, or Sell all or substantially all of its assets without the prior written consent of Lender.

6.3.5 CAPITAL EXPENDITURES. Borrower's Capital Expenditures in respect of the construction and/or acquisition of the Rigs listed on Schedule 6.3.5, which amounts shall be expended on or prior to March 31, 2007, shall not exceed $100,000,000 in the aggregate without the prior written consent of Lender.

6.3.6 MAINTENANCE CAPITAL EXPENDITURES. Borrower shall not incur Capital Expenditures in excess of $2,500,000 in the aggregate per fiscal year for maintenance of Rigs without the prior written consent of Lender.

6.3.7 MINIMUM EBITDA. Borrower and its Subsidiaries on a consolidated basis shall have, for each fiscal quarter ending on the date set forth below, EBITDA for the twelve (12) month period then ended of not less than the following (provided, that the minimum EBITDA amount for each of the fiscal quarters ending June 30, 2006, September 30, 2006 and December 31, 2006 shall be a cumulative amount for the period beginning with the fiscal month ending January 31, 2006 and concluding with the fiscal month ending on the stated date):

------------------------------------------------------------ ---------------------------------------------------------
                           DATE                                                   MINIMUM EBITDA
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2006                                               $17,500,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2006                                             $31,500,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2006                                             $50,000,000
------------------------------------------------------------ ---------------------------------------------------------
                      March 31, 2007                                               $63,000,000
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2007                                               $72,500,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2007                                             $78,500,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2007                                             $80,000,000
------------------------------------------------------------ ---------------------------------------------------------
                      March 31, 2008                                               $77,500,000
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2008                                               $73,000,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2008                                             $67,500,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2008                                             $60,000,000
------------------------------------------------------------ ---------------------------------------------------------
                      March 31, 2009                                               $53,500,000
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2009                                               $49,000,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2009                                             $44,000,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2009                                             $40,000,000
------------------------------------------------------------ ---------------------------------------------------------
  March 31, 2010 and the last day of each fiscal quarter                           $40,000,000
                   occurring thereafter
------------------------------------------------------------ ---------------------------------------------------------

6.3.8 RESTRICTED PAYMENTS. Borrower and each other Credit Party will not make any Restricted Payments to equity holders or otherwise without the prior written consent of Lender; provided, however, Borrower shall be allowed to make (i) Permitted Tax Distributions and (ii) if Borrower's total outstanding Indebtedness as of September 30, 2007 is equal to or less than $40,000,000, a one-time dividend of up to the lesser of (x) $15,000,000 and (y) the amount of the Excess Cash Flow generated in the fourth fiscal quarter of 2007 (the "2007 DISTRIBUTION") on or prior to January 31, 2008.

6.3.9 SUBSIDIARIES; INVESTMENTS. Borrower and each other Credit Party shall not form any Subsidiary or make any investment in or, except as provided in Section 6.3.11 below, loan or advance to, any Person.

6.3.10 CHANGE IN NATURE OF BUSINESS. Borrower and each other Credit Party shall not make any changes in any of their business objectives, purposes, or operations that could reasonably be expected to adversely affect repayment of the Obligations, or engage in any business other than that engaged in on the Closing Date.

6.3.11 AFFILIATED TRANSACTIONS. Except for the Affiliated Transactions, Borrower and each other Credit Party shall not enter into or be a party to any transaction with any of its officers, directors, Affiliates (including, without limitation, Special Exploration Co., Inc. and Special Energy Co., Inc.) or any other Credit Party (including upstreaming and downstreaming of cash and intercompany advances and payments by a Credit Party on behalf of another Credit Party) except those meeting each of the following criteria: (i) such transaction is entered into in the ordinary course of business, (ii) such transaction is upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm's length transaction with a Person not an Affiliate of such Credit Party and (iii) with Lender's prior written consent.

6.3.12 THIRD PARTY RESTRICTIONS ON INDEBTEDNESS, LIENS,
INVESTMENTS OR RESTRICTED PAYMENTS. Borrower and each other Credit Party shall not incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of Borrower to make Restricted Payments to, or investments in, or repay Indebtedness or otherwise sell property to, any Credit Party or (b) any Credit Party to incur or suffer to exist any Lien upon any property of any Credit Party, whether now owned or hereafter acquired, securing any of its Obligations (including any "equal and ratable" clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, pursuant to the Loan Documents or any capital leases or purchase money Indebtedness permitted under Section 6.3.3 hereof.

6.3.13 MODIFICATION OF CERTAIN DOCUMENTS. Borrower and each other Credit Party shall not amend, waive, or otherwise modify its charter or by-laws or other organizational documents.

6.3.14 ACCOUNTING CHANGES; FISCAL YEAR. Borrower and each other Credit Party shall not change their (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law or (b) their fiscal year or their method for determining fiscal quarters or fiscal months.

6.3.15 CHANGES TO NAME, LOCATIONS, ETC. Borrower and each other Credit Party shall not (a) change (i) its respective name, chief executive office, corporate offices from those set forth on Schedule 4.12, (ii) its Collateral locations, or location of its records concerning the Collateral from those locations set forth on Schedule 4.12, (iii) the type of legal entity that it is, (iv) its organization identification number, if any, issued by its state of incorporation or organization or
(v) its state of incorporation or organization from that set forth on Schedule 4.12 or (b) acquire or lease any real estate after the Closing Date without such Person, in each instance, giving thirty (30) days' prior written notice thereof to Lender

and, if requested by Lender, taking all actions deemed reasonably necessary or appropriate by Lender to continuously protect and perfect Lender's Liens upon the Collateral (including, without limitation, granting a mortgage on any fee-owned real estate acquired by any Credit Party (other than to the extent acquired with the proceeds of purchase money Indebtedness permitted pursuant to Section 6.3.3 hereof)).

6.3.16 MARGIN REGULATIONS. Borrower and each other Credit Party shall not use all or any portion of the proceeds of any credit extended hereunder to purchase or carry Margin Stock in contravention of Regulation U of the Federal Reserve Board.

6.3.17 COMPLIANCE WITH ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, reasonably be expected to result in Liabilities in excess of $500,000. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.

6.3.18 HAZARDOUS MATERIALS. No Credit Party shall cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, leased, subleased or otherwise operated or occupied by any Credit Party that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether or not owned by any Credit Party), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, result in Liabilities in excess of $500,000.

6.4 REQUIRED DEPOSITS. Borrower and each other Credit Party will, upon request of Lender, deposit with Lender an amount sufficient to pay the insurance premiums, which amount shall be held in an escrow account. Lender shall not require the foregoing escrow so long as such insurance premiums are paid when due, evidence of such payment is provided to Lender and there is no Default by Borrower hereunder.

6.5 PAYMENT OF TAXES. All Taxes and other Charges imposed on Borrower or any other Credit Party or on Borrower's or any other Credit Party's assets, income or profits, will be paid prior to the date on which penalties attach thereto. Notwithstanding the foregoing, Borrower or Guarantor shall not be required to pay any Tax or other Charge which is being contested, in good faith, by proper proceedings and for which adequate reserves in accordance with GAAP have been made on the Books and Records of such Person; provided, however, at any time after a Lien in respect of any Tax or Charge is filed or notice thereof is received, upon request of Lender, Borrower and/or any other Credit Party, as the case may be, shall deposit with Lender the amount so contested and unpaid, together with all interest that may or might be assessed or be a charge on any of the property securing the Loan or any part thereof, which amount shall be held in an escrow account or, if permitted by law, post appropriate bond with the governmental agency filing such Lien or notice and furnishing evidence to Lender of the posting of such bond.

7. ADMINISTRATION OF LOAN. Upon Lender being satisfied that each representation or warranty by Borrower and each other Credit Party to Lender is true and correct in all material respects, and upon Lender being satisfied that no Event of Default has occurred and is continuing, and that all material conditions set forth herein are satisfied, Lender agrees to disburse proceeds of the Loan, which shall be paid in accordance with the wiring instructions set forth below:

Union Bank of Chandler Account #10228
Bankers Bank OKC
ABA #103003616
Memo: For credit to Goober Drilling account #136690

8. DEFAULT. The following shall constitute events of default hereunder and under each of the other Loan Documents (each an "EVENT OF DEFAULT" and, collectively, the "EVENTS OF DEFAULT"):

8.1 NON-PAYMENT OF LOAN. Default in payment when due of (i) any principal of the Loan and/or (ii) any interest on the Loan or any other obligations of Borrower to Lender, and any and all extensions, renewals, replacements, substitutions and modifications thereof and such default under this clause (ii) continues for five (5) days from the date such payment is due.

8.2 OTHER NON-PAYMENT. Default in payment when due of any amount (other than principal and interest) payable to Lender or default in any other monetary Obligation of Borrower to Lender and Borrower fails to cure such default within fifteen (15) days from the date Borrower receives written notice that such payment is past due.

8.3 BREACH OF COVENANTS. Default by Borrower in the performance or observance of (i) any covenant contained in Sections 6.2.2, 6.2.3, 6.2.4, 6.2.9(b), 6.2.12 and 6.2.13 or Section 6.3 or (ii) any other covenant contained in this Agreement, the Security Documents or any other Loan Document or under the terms of any other instrument delivered to Lender in connection with this Agreement (other than any such default which is separately described in this
Section 8), and the failure to cure such default under this clause (ii) within thirty (30) days after written notice of such default or breach from Lender.

8.4 BANKRUPTCY. The institution of bankruptcy, reorganization, liquidation or receivership proceedings by or against any Borrower or any other Credit Party and, solely in the case of any such proceedings involuntarily instituted against Borrower or such other Credit Party, the pendency of such proceedings for sixty (60) days.

8.5 REPRESENTATIONS. Any representation, warranty, statement, certificate, schedule or report made or furnished to Lender by Borrower or any other Credit Party proves to be false or erroneous in any material respect at the time of the making thereof.

8.6 CROSS-DEFAULT. An event of default shall occur under any Contractual Obligation of Borrower or any other Credit Party (other than this Agreement and the other Loan Documents), and such event of default (i) involves the failure to make any payment (whether or not such payment is blocked pursuant to the terms of an intercreditor agreement or otherwise), whether of principal,

interest or otherwise, and whether due by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any Indebtedness (other than the Obligations) of such Person in an aggregate amount exceeding $500,000 or (ii) causes (or permits any holder of such Indebtedness or a trustee to cause) such Indebtedness, or a portion thereof, in an aggregate amount exceeding $500,000 to become due prior to its stated maturity or prior to its regularly scheduled date of payment.

8.7 LITIGATION. There shall be commenced against Borrower or any other Credit Party any Litigation seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that remains unstayed or undismissed for thirty (30) consecutive days.

8.8 JUDGMENTS. A final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered against Borrower or any other Credit Party, unless the same shall be (i) fully covered by insurance and the issuer(s) of the applicable policies shall have acknowledged full coverage in writing within thirty (30) days of judgment or (ii) vacated, stayed, bonded, paid or discharged within a period of thirty (30) days from the date of such judgment.

8.9 MATERIAL ADVERSE EFFECT. Any other event shall have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

8.10 INVALIDITY, ETC. Any provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms, or any Lien granted, or intended by the Loan Documents to be granted, to Lender shall cease to be a valid and perfected Lien having the first priority (or a lesser priority if expressly permitted in the Loan Documents) in any of the Collateral (or any Credit Party shall so assert any of the foregoing).

8.11 TRANSFER OF STOCK. Any Stock of the Borrower is sold, assigned, transferred, pledged, hypothecated, mortgaged, encumbered or disposed (any such action hereinafter referred to as a "TRANSFER") by any owner thereof (other than Lender, its Affiliates and their respective assignees) without the prior written consent of Lender; provided, however, the Transfer of such Stock by any owner thereof that is an individual (an "INDIVIDUAL MEMBER") without the prior written consent of the Lender to any such Individual Member's spouse or children, or any trust, limited liability company or partnership established primarily for the benefit of the foregoing relatives of such Individual Member, shall not constitute an Event of Default hereunder.

8.12 OTHER EVENTS OF DEFAULT. The occurrence of any other "Event of Default" under any other Loan Document.

9. REMEDIES. Upon the occurrence of any Event of Default, Lender may, at its option:

9.1 ACCELERATION OF LOAN. Declare the Loan to be immediately due and payable whereupon the Loan and all other Obligations shall become forthwith due and payable (provided that upon the occurrence of any Event of Default under
Section 8.4, the Loan and all other Obligations shall become automatically due and payable) without presentment, demand, protest or notice of any kind, and

Lender shall be entitled to proceed simultaneously or selectively and successively to enforce its rights under the Note, this Agreement, the Security Documents, any of the other Loan Documents, or any one or all of them. Nothing contained herein shall limit Lender's rights and remedies available under applicable laws.

9.2 SELECTIVE ENFORCEMENT. In the event Lender shall elect to selectively and successively enforce its rights under any of the aforementioned Loan Documents or against any one of Borrower or any other Credit Party, such action shall not be deemed a waiver or discharge of any other Lien, encumbrance or security interest securing payment of the Obligations until such time as Lender shall have been paid in full all sums advanced under the Note and all other Obligations. The foreclosure of any Lien provided pursuant to this Agreement or any other Loan Document without the simultaneous foreclosure of all such other Liens provided hereunder or thereunder shall not merge such non-foreclosed Liens with any interest which Lender might obtain as a result of such selective and successive foreclosure.

9.3 APPLICATION OF PROCEEDS. In addition to any other rights and remedies Lender has under the Loan Documents, the Uniform Commercial Code, at law or in equity, all proceeds collected or received from collecting, holding, managing, renting, selling or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of remedies hereunder upon the occurrence of an Event of Default, shall be applied, in such order of priority as Lender shall elect. If, after the payment in full of all of the Obligations there remains any surplus, then such surplus shall be paid to Borrower or Guarantor, as applicable, unless otherwise provided by law or directed by a court of competent jurisdiction; provided that Borrower and Guarantor shall be liable for any deficiency if such proceeds are insufficient to satisfy all of the Obligations.

10. MISCELLANEOUS. It is further agreed as follows:

10.1 EXPENSES. Borrower agrees to pay all fees, expenses and charges in respect to the Loan contemplated by this Agreement, including, without limiting the generality thereof, the following:

10.1.1 the reasonable fees and expenses of counsel employed by Lender in connection with documenting and closing the Loan and all reasonable fees and expenses of counsel employed by Lender in regard to any Litigation arising out of or relating to this transaction;

10.1.2 recording and filing fees;

10.1.3 all other reasonable fees and expenses involved in the closing of the Loan and the reasonable fees and expenses payable by Lender which are incidental to the enforcement or defense of this Agreement, the Security Documents or any other Loan Document.

10.2 NOTICES. Any notices or other communications required or permitted hereunder shall be deemed sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested and addressed as listed below or to such other address as the party

concerned may substitute by written notice to the other. All notices shall be deemed received within three Business Days after being mailed:

TO BORROWER:

Goober Drilling, LLC
P.O. Box 549
Stillwater, Oklahoma 74076

Attn: Jim Eden, Chief Financial Officer

TO OTHER CREDIT PARTIES:

c/o Goober Drilling, LLC
P.O. Box 549
Stillwater, Oklahoma 74076

Attn: Jim Eden, Chief Financial Officer

TO LENDER:

Leucadia National Corporation
315 Park Avenue South
New York, New York 10010

Attention: Joe Orlando, Chief Financial Officer

WITH A COPY TO:

Andrea A. Bernstein

Weil, Gotshal & Manges LLP 767 Fifth Avenue
New York, New York 10153

10.3 AMENDMENT AND WAIVER. This Agreement may not be amended or modified in any form, except by an instrument in writing executed by all parties hereto; provided, however, Lender may, in writing: (i) extend the time for performance of any of the obligations of Borrower and each other Credit Party;
(ii) waive any default or Event of Default by Borrower or any other Credit Party, and (iii) waive satisfaction of any condition precedent to the performance of Lender's obligations under this Agreement. In the event of a waiver of any default or Event of Default by Lender, such specific default or Event of Default shall be deemed to have been cured and not continuing, but no such waiver shall extend to any subsequent or other default or impair any consequence of such subsequent default or Event of Default.

10.4 NON-WAIVER; CUMULATIVE REMEDIES. No failure on the part of Lender to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right hereunder preclude any other or further right of exercise thereof. The remedies herein provided are cumulative and not alternative.

10.5 ASSIGNMENT. This Agreement shall not be assignable in whole or in part by Borrower or any other Credit Party without the prior written consent of Lender.

10.6 APPLICABLE LAW; VENUE. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. ANY JUDICIAL PROCEEDING AGAINST BORROWER AND/OR ANY OTHER CREDIT PARTY WITH RESPECT TO THE OBLIGATIONS, ANY LOAN DOCUMENT OR ANY RELATED AGREEMENT MAY BE BROUGHT IN ANY FEDERAL COURT OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, BORROWER AND EACH OTHER CREDIT PARTY (I) ACCEPTS THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (II) WAIVES PERSONAL SERVICE OF PROCESS, (III) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AND (IV) WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST BORROWER AND/OR ANY OTHER CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY, THE OBLIGATIONS, ANY LOAN DOCUMENT OR ANY RELATED AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL COURT LOCATED IN SOUTHERN DISTRICT OF NEW YORK OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN.

10.7 DESCRIPTIVE HEADINGS. The descriptive headings of the paragraphs of this Agreement are for convenience only and shall not be used in the construction of the terms hereof.

10.8 INTEGRATED AGREEMENT. This Agreement and the Annex, Exhibits and Schedules attached hereto constitute the entire agreement between the parties hereto, and there are no other agreements, understandings, warranties or representations regarding the Loan between the parties.

10.9 TIME OF ESSENCE. Time is of the essence of this Agreement.

10.10 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and assigns.

10.11 THIRD PARTY BENEFICIARY. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

10.12 RIGHT TO DEFEND. Lender shall have the right, but not the obligation, at Borrower's expense, to commence, to appear in or to defend any action or proceeding (initiated by a third party against Borrower) purporting to affect the rights or duties of the parties hereunder and in connection therewith pay out of the funds of the Loan all necessary expenses, including fees of counsel, if Borrower fails to so commence, appear in or defend any such action or proceeding with counsel satisfactory to Lender.

10.13 PARTIAL INVALIDITY. If any provision of this Agreement or the application hereof to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement on the application of such provision to such Person or circumstance, other than those as to which it is determined invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.

10.14 WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE LOAN, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

10.15 INDEMNITY. Borrower and each other Credit Party hereby agree to indemnify, defend and hold harmless each of Lender and its Related Persons (each, an "INDEMNIFIED PERSON") from and against any and all Liabilities (including without limitation, Environmental Liabilities) of whatsoever kind and nature (including those arising from an Indemnified Person's ordinary negligence) arising out of, in connection with, or relating to the Collateral, this Agreement, the Loan, the other Loan Documents, the use or the proposed use of the proceeds thereof, any other transaction contemplated by the Loan Documents and any other transaction related thereto (collectively, "CLAIMS"), regardless of whether such Indemnified Person is a party thereto; provided that no Indemnified Person shall be entitled to indemnity hereunder in respect of any Claim to the extent that the same is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnified Person. Under no circumstances shall Lender or any of its Affiliates be liable for any punitive, exemplary, consequential or indirect damages that may be alleged to result in connection with, arising out of, or relating to, any Claims, this Agreement, the Loan, the other Loan Documents, the use or the proposed use of the proceeds of the Loan, any other transaction contemplated by the Loan Documents and any other transaction related thereto.

10.16 NO FIDUCIARY RELATIONSHIP. The relationship between Lender, on the one hand, and Borrower and each other Credit Party, on the other hand, is solely that of lender and creditor. Lender has no fiduciary relationship or duty to Borrower and/or any other Credit Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between Lender and Borrower and/or any other Credit Party by virtue of, any Loan Document or any transaction contemplated therein.

10.17 NO MARSHALING; REINSTATEMENT. Lender shall be under no obligation to marshal any property in favor of Borrower or any other Credit Party or any other party or against or in payment of any Obligation. To the extent that Lender receives a payment from Borrower, from any other Credit Party, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefore, shall be revived and continued in full force and effect as if such payment had not occurred.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed as of the day and year first above written.

BORROWER:

GOOBER DRILLING, LLC, a Delaware limited
liability company

LENDER:

LEUCADIA NATIONAL CORPORATION, a New York
corporation

ANNEX A
Defined Terms

"2007 DISTRIBUTION" has the meaning assigned to it in Section 6.3.8.

"AFFILIATE" means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that Lender shall not be an Affiliate of Borrower. For purpose of this definition, "control" means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"AFFILIATED TRANSACTIONS" has the meaning assigned to it in Section 4.27.

"AGREEMENT" has the meaning assigned to it in the preamble to this Agreement.

"ASSIGNMENT OF KEY MAN LIFE INSURANCE POLICY" has the meaning assigned to it in Section 3.4.

"BANK" means Union Bank of Chandler, an Oklahoma banking corporation.

"BANK LOAN AGREEMENT" means that certain Loan Agreement dated as of June 23, 2005, between Goober Drilling Corporation, Chris McCutchen, John F. Special, Special Exploration Co., Inc. and Bank.

"BENEFIT PLAN" means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise.

"BOOKS AND RECORDS" means all books, records, board minutes, contracts, licenses, insurance policies, environmental audits, business plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial statements (actual and pro forma), filings with Governmental Authorities and any and all records and instruments relating to the Collateral or Borrower's business

"BORROWER" has the meaning assigned to it in the preamble to this Agreement.

"BRIDGE LOAN" means the term loan made pursuant to that certain Loan Agreement dated as of February 22, 2006 between Leucadia National Corporation, as lender, Goober Drilling Corporation, as borrower, and Chris McCutchen and John F. Special, as guarantors.

"BSA" has the meaning assigned to it in Section 4.26.

"BUSINESS DAY" means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City.

"CAPITAL EXPENDITURES" means, for any Person for any period, the aggregate of all expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a capital lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a consolidated balance sheet of such Person, excluding interest capitalized during construction.

"CHARGES" means all federal, state, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to PBGC at the time due and payable), levies, customs or other duties, assessments, charges, liens, and all additional charges, interest, penalties, expenses, claims or encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross receipts of any Credit Party, (d) the ownership or use of any assets by any Credit Party or (e) any other aspect of any Credit Party's business.

"CLAIMS" has the meaning assigned to it in Section 10.15

"CLOSING DATE" means the Business Day on which the conditions precedent set forth in Section 5.1 have been satisfied or specifically waived in writing by Lender, and the Initial Advance of the Loan has been made.

"CODE" means the U.S. Internal Revenue Code of 1986.

"COLLATERAL" has the meaning assigned to it in Section 4.8.

"COLLECTION ACCOUNT" means such account as may be identified in writing by Lender to Borrower from time to time.

"COMPLIANCE CERTIFICATE" means a certificate substantially in the form of Exhibit "H".

"CONTRACTUAL OBLIGATIONS" means as to any Person, any provision of any Security issued by such Person or of any agreement, instrument, or other undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

"CREDIT PARTY" means Borrower, each Guarantor and each other Person (other than Lender) that is or may become a party to this Agreement or any other Loan Document.

"DEFAULT" means any Event of Default or event that, with the passage of time or notice or both, would become an Event of Default.

"DEFAULT RATE" has the meaning assigned to it in Section 2.5.4.

"DEPOSIT ACCOUNT CONTROL AGREEMENT" means a deposit account control agreement and/or lock box agreement among any financial institution at which deposit accounts, lock boxes and/or lock box accounts of the Borrower or any other Credit Party are maintained, Lender and the applicable Credit Party, substantially in the form set forth as Exhibit "D" attached hereto and incorporated herein by reference.

"EBITDA" means, for any period, the Net Income (Loss) of Borrower and its Subsidiaries on a consolidated basis for such period, plus (a) without duplication, to the extent deducted in calculating Net Income (Loss), (i) cash interest expense, (ii) provisions for income taxes paid in cash or payable during such period, including distributions to equity holders for tax purposes,
(iii) amortization, depreciation and depletion expense, (iv) the out-of-pocket fees and expenses incurred by Borrower on or prior to the Closing Date in connection with negotiating, reviewing and executing this Agreement and the other Loan Documents and (v) extraordinary losses and minus (b) without duplication, to the extent included in the determination of such Net Income
(Loss), (i) extraordinary gains and (ii) interest income, in each case, of Borrower and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP.

"EMPLOYMENT AGREEMENTS" means those certain Employment Agreements dated as of April 6, 2006, between the Borrower and each of Chris McCutchen, John Special, Mike Brown and Jim Eden.

"ENVIRONMENTAL LAWS" means all present and future Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources, and including public notification requirements and environmental transfer of ownership, notification or approval statutes.

"ENVIRONMENTAL LIABILITIES" means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Credit Party as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Credit Party, whether on, prior or after the date hereof.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"ERISA AFFILIATE" means , collectively, any Credit Party, and any Person under common control, or treated as a single employer, with any Credit Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"ERISA EVENT" means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a

Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder and (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

"EVENT OF DEFAULT" has the meaning assigned to it in Section 8.

"EXCESS CASH FLOW" means an amount (if positive) equal to: EBITDA plus
(a) (i) the Working Capital Adjustment and (ii) interest income and minus (b) the sum of (i) all scheduled amortization payments and any prepayments in respect of the Loan and other Indebtedness for borrowed money (but only, in the case of payment in respect of revolving loans, to the extent that the related revolving credit commitments are permanently reduced by the amount of such payment), (ii) Capital Expenditures (net of proceeds from financings or assets sales to finance such expenditures), (iii) cash interest expense, (iv) provisions for income taxes paid in cash or payable during such period, including distributions to equity holders for tax purposes, and (v) cash expenses and charges added to Net Income (Loss) to determine EBITDA that are extraordinary, unusual or non-recurring in nature.

"EXISTING DEBT" means the Indebtedness outstanding under (i) the Bank Loan Agreement, (ii) that certain Home National Bank Business Loan Agreement dated February 10, 2006, between Goober Drilling Corporation and Home National Bank and (iii) that certain outstanding note payable made by Special Exploration Co., Inc. in favor of Ophir Energy in the aggregate principal amount of approximately $8,210,411.

"F&M BANK DEBT" means the Indebtedness outstanding under that certain Loan Agreement between F&M Bank & Trust Company and Special Exploration Co., Inc. in the aggregate principal amount of approximately $565,771.

"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination.

"GOVERNMENTAL AUTHORITY" means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the

European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

"GUARANTOR" has the meaning assigned to it in the preamble to this Agreement.

"GUARANTY AGREEMENT" has the meaning assigned to it in Section 3.2.

"HAZARDOUS MATERIALS" means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

"INDEBTEDNESS" of any Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments,
(c) all reimbursement and all obligations with respect to (i) letters of credit, bank guarantees or bankers' acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all capitalized lease obligations, (g) all payments that would be required to be made in respect of any hedging agreement in the event of a termination (including an early termination) on the date of determination and
(h) all guaranty obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (h) above shall constitute "Indebtedness" of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person's property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.

"INDEMNIFIED PERSON" has the meaning assigned to it in Section 10.15.

"INDIVIDUAL MEMBER" has the meaning assigned to it in Section 8.11.

"INITIAL ADVANCE" has the meaning assigned to it in Section 5.1.

"INTELLECTUAL PROPERTY" means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all ancillary rights relating thereto, including all copyrights, patents, trademarks, internet domain names, trade secrets and licenses relating to any of the foregoing.

"JOHN DEERE DEBT" means the Indebtedness outstanding under that certain agreement between John Deere and Special Exploration Co., Inc. in the aggregate principal amount of approximately $46,297.

"KEY MAN LIFE INSURANCE POLICY" has the meaning assigned to it in
Section 3.4.

"LENDER" has the meaning assigned to it in the preamble to this Agreement and, if at any time Lender shall decide to assign or syndicate all or any of the Obligations, such term shall include such assignee or such other members of the syndicate.

"LIABILITIES" means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and reasonable fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

"LIBOR" means the rate per annum for 6-month interest periods as published in the "Money Rates" section of The Wall Street Journal (or another national publication selected by Lender) (a) initially, (i) with respect to the Initial Advance, on the Business Day prior to the date of the Initial Advance hereunder and (ii) with respect to each Subsequent Advance, on the second Business Day prior to the date of any such Subsequent Advance hereunder and (b) thereafter, each date which is two Business Days prior to the 6-month anniversary of the date referred to in clause (a) above (or, if later, the last date previously determined under this clause (b)).

"LIEN" means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

"LIMITED LIABILITY COMPANY AGREEMENT" means that certain Limited Liability Company Agreement of Borrower dated as of April 6, 2006.

"LITIGATION" means any claim, lawsuit, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority.

"LOAN" has the meaning assigned to it in Section 2.1.

"LOAN DOCUMENT" means this Agreement, the Note, UCC-1 financing statements, each Guaranty Agreement, the Security Agreement, any Deposit Account Control Agreement, the Assignment of Key Man Life Insurance Policy and any other documents, instruments, agreements, certificates and notices at any time delivered by any Person (other than Lender) in connection with or under any of the foregoing.

"MARGIN STOCK" means any "margin security" as such term is defined in Regulation U of the Federal Reserve Board as now and hereafter in effect.

"MATERIAL ADVERSE EFFECT" means any fact, event or circumstance that, alone or when taken with other events or conditions occurring or existing concurrently with such event or condition (a) has or is reasonably expected to have a material adverse effect on the business, assets, operations, condition
(financial or otherwise), or prospects of Borrower or any Credit Party, (b)
materially impairs or is reasonably expected to materially impair the ability of Borrower or any Credit Party to pay and perform their obligations under the Loan Documents to which they are a party, (c) materially impairs or is reasonably expected to materially impair the ability of Lender to enforce its rights and remedies under any Loan Document or (d) has or is reasonably expected to have any material adverse effect on the Collateral, the Liens of Lender in such Collateral or the priority of such Liens.

"MATURITY DATE" means April 6, 2009.

"MONTHLY COMPLIANCE SCHEDULES" means a schedule in substantially the form of Exhibit I setting forth the relevant amount of Capital Expenditures on a monthly and year-to-date basis in respect of new Rig construction.

"MONTHLY REPORT" has the meaning assigned to it in Section 6.2.2.

"MULTIEMPLOYER PLAN" means any multiemployer plan, as defined in
Section 400l(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

"NET INCOME (LOSS)" means with respect to any Person and for any period, the aggregate net income (or loss) after taxes of such Person for such period, determined in accordance with GAAP.

"NOTE" has the meaning assigned to it in Section 2.1.

"NOTICE OF BORROWING" has the meaning assigned to it in Section 2.2.

"OBLIGATIONS" means, with respect to any Credit Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Credit Party to Lender, any other Indemnified Person and any Affiliate of any of them arising out of, under, or in connection with, any Loan Document or any other agreement between any Credit Party and Lender, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Credit Party is Borrower, the Loan, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and (c) all other fees, expenses (including fees, charges and disbursements of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Credit Party under any Loan Document. "Obligations" shall not include any obligations of Borrower to Lender, its successors, assigns or Affiliates, pursuant to the

Limited Liability Company Agreement or that certain Contribution Agreement dated as of even date herewith, by and among Lender, Borrower, John Special, Chris McCutchen and Mike Brown.

"OFAC" has the meaning assigned to it in Section 4.26.

"OPERATOR CONTRACT" means any agreement between Borrower and one or more third parties pertaining to the installation, use, maintenance and/or transportation of a Rig.

"PBGC" means the United States Pension Benefit Guaranty Corporation and any successor thereto.

"PERMIT" means , with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"PERMITTED LIENS" means (a) Liens for taxes or assessments or other governmental charges or levies, either not yet due and payable or to the extent that nonpayment thereof is permitted hereunder, (b) pledges or deposits securing obligations under worker's compensation, unemployment insurance, social security or public liability laws or similar legislation, (c) pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Credit Party is a party as lessee made in the ordinary course of business, (d) deposits securing public or statutory obligations of any Credit Party, (e) inchoate and unperfected workers', mechanics', or similar liens arising in the ordinary course of business so long as such Liens attach only to equipment, fixtures or real estate, (f) carriers', warehousemans', suppliers' or other similar possessory liens arising in the ordinary course of business and securing obligations not yet due and payable,
(g) deposits of money securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Credit Party is a party, (h) zoning restrictions, easements, licenses, or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such real estate, (i) Liens in favor of Lender securing the Obligations and (j) a Lien securing Borrower's obligation to repurchase Class A Units (as defined in the Limited Liability Company Agreement) as set forth in, and under the terms and conditions of, Section 13.1 of the Limited Liability Company Agreement.

"PERMITTED TAX DISTRIBUTIONS" means any tax distributions made by Borrower to its members pursuant to Section 10.2 of the Limited Liability Company Agreement.

"PERSON" means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

"PROMISSORY NOTE" has the meaning assigned to it in Section 2.1.

"RELATED PERSONS" means , with respect to any Person, each Affiliate of such Person and each principal, director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Section 5) and other consultants and agents of or to such Person or any of its Affiliates.

"RELEASE" means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment in violation of Environmental Laws.

"REMEDIAL ACTION" means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

"REQUIRED FORMS" has the meaning assigned to it in Section 6.2.3.

"REQUIREMENT OF LAW" means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"RESTRICTED PAYMENT" means: (a) the declaration or payment of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets on or in respect of Borrower's or any other Credit Party's Stock, (b) any payment or distribution made in respect of any subordinated Indebtedness of Borrower or any other Credit Party in violation of any subordination or other agreement made in favor of Lender,
(c) any payment on account of the purchase, redemption, defeasance or other retirement of Borrower's or any other Credit Party's Stock or Indebtedness or any other payment or distribution made in respect of any thereof, either directly or indirectly; other than (i) that arising under this Agreement or (ii) interest and principal, when due without acceleration or modification of the amortization as in effect on the Closing Date, under Indebtedness (not including subordinated Indebtedness, payments of which shall be permitted only in accordance with the terms of the relevant subordination agreement made in favor of Lender) permitted under Section 6.3.3 or (d) any payment, loan, contribution, or other transfer of funds or other property to any holder of Stock of such Person which is not expressly and specifically permitted in this Agreement; provided that no payment to Lender shall constitute a Restricted Payment.

"RIG" means a completely assembled, fully operational and functioning drilling rig to be used in the exploration and production of subsurface oil, gas and mineral rights.

"RIG CONSTRUCTION RESERVE AMOUNT" means an amount equal to $100,000,000 less the cumulative amount of Capital Expenditures listed on the Monthly Compliance Schedule for the period April 1, 2006 through December 31, 2006.

"SEC" has the meaning assigned to it in Section 6.2.3.

"SECURITY" means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

"SECURITY AGREEMENT" has the meaning assigned to it in Section 3.1.

"SECURITY DOCUMENTS" means the Security Agreement, any Guaranty Agreement, any Deposit Account Control Agreement, the Assignment of Key Man Life Insurance Policy and any other agreement, instrument or document executed and delivered by any Credit Party in connection with the creation, attachment and perfection of a Lien upon the property of any such Credit Party to secure or otherwise provide credit support for the Obligations.

"SELL" means , with respect to any property, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a sale and leaseback transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms thereof and the noun "Sale" have correlative meanings.

"SOLVENT" means , with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"STOCK" means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

"STOCK EQUIVALENTS" means all Securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

"STOCK OPTION PLAN" has the meaning assigned to it in Section 2.3.3.

"SUBSEQUENT ADVANCE" has the meaning assigned to it in Section 5.2.

"SUBSIDIARY" means , with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

"TAXES" means taxes, levies, imposts, deductions, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Lender.

"TAX AFFILIATE" means (a) Borrower and its Subsidiaries and (b) any Affiliate of Borrower with which Borrower files or is eligible to file consolidated, combined or unitary tax returns.

"TAX RETURNS" has the meaning assigned to it in Section 4.18.

"TERM LOAN" has the meaning assigned to it in Section 2.1.

"TITLE IV PLANS" means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

"TRANSFER" has the meaning assigned to it in Section 8.11.

"UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

"WITHDRAWAL LIABILITY" means , at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

"WORKING CAPITAL" means as to any Person, for any date of determination, the current assets of such Person and its consolidated Subsidiaries minus the current liabilities of such Person and its consolidated Subsidiaries.

"WORKING CAPITAL ADJUSTMENT" means, for any period, the amount (which may be a negative number) by which Working Capital as of the beginning of the period exceeds (or is less than) Working Capital as of the end of such period.

Exhibit 10.3

EXECUTION VERSION

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is dated as of June 15, 2006 (the "Amendment Closing Date") and is between GOOBER DRILLING LLC, a Delaware limited liability company (hereinafter referred to as "Borrower"), the Subsidiaries, if any, of Borrower from time to time signatory hereto (each a "Guarantor" and, collectively, "Guarantors"), and LEUCADIA NATIONAL CORPORATION, a New York corporation (hereinafter referred to as "Lender").

RECITALS

A. In order to (i) fund new Rig equipment purchases and construction costs and (ii) repay the Bridge Loan and other Existing Debt, Borrower and Lender entered into that certain Loan Agreement, dated as of April 6, 2006 (as further amended, restated, modified or supplemented from time to time, the "Loan Agreement").

B. Pursuant to the Loan Agreement, Lender made available to Borrower a secured credit facility consisting of up to $80,000,000 of multiple advance term loans (the "Loan Facility").

C. Borrower desires to fund additional new Rig equipment purchases and construction costs.

D. Borrower has requested that Lender increase the Loan Facility by $46,000,000, such that the aggregate Loan Facility consists of up to $126,000,000 of multiple advance term loans, the proceeds of which have been and will be used to finance the items described in clauses A. and C. above and for other purposes permitted under, and otherwise in accordance with and subject to the terms of, the Loan Agreement.

E. Borrower has requested that Lender amend certain provisions of the Loan Agreement to accommodate the above mentioned increase in the Loan Facility.

F. Borrower and Lender desire to amend the Loan Agreement on the terms and conditions as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I
DEFINITIONS

1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended hereby, unless otherwise stated.

ARTICLE II
AMENDMENTS TO LOAN AGREEMENT

2.01 AMENDMENT OF REFERENCE TO EXHIBIT A. Effective as of the Amendment Closing Date, the reference to Exhibit A included in the Loan Agreement Table of Contents is hereby amended and restated in its entirety to read as follows:

"A $126,000,000 Amended and Restated Promissory Note."

2.02 AMENDMENT TO SECTION 2.1. Effective as of the Amendment Closing Date, Section 2.1 is hereby amended and restated in its entirety to read as follows:

"2.1 LOAN. Subject to the terms and conditions of this Agreement, Lender agrees to make one or more term loans (each, a "TERM LOAN") to Borrower on the Closing Date and on any Business Day thereafter prior to June 30, 2007 in an aggregate principal amount not to exceed $126,000,000 (the Term Loans being collectively referred to herein as the "LOAN"). The Loan shall be evidenced by a Promissory Note in the principal amount of up to One Hundred Twenty Six Million and No/100 Dollars ($126,000,000), substantially in the form of Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as the "PROMISSORY NOTE" or the "NOTE"). The Loan shall be repayable on the Maturity Date and at the dates and in the amounts set forth below:

       DATE                            AMOUNT

   June 30, 2007                     $6,000,000

September 30, 2007                   $6,000,000

 December 31, 2007                   $6,000,000

  March 31, 2008                     $6,000,000

   June 30, 2008                     $6,000,000

September 30, 2008                   $6,000,000

 December 31, 2008                   $6,000,000

   April 6, 2009             The remaining outstanding
                           principal balance of the Loan

Amounts repaid, or prepaid in accordance with this Section 2.1 and Section 2.3 hereof, on account of the Loan may not be reborrowed."

2.03 AMENDMENT TO SECTION 2.3.4. Effective as of the Amendment Closing Date, Section 2.3.4 is hereby amended and restated in its entirety to read as follows:

"2.3.4 EXCESS CASH FLOW. Beginning with the fourth (4th) fiscal quarter of 2006 and continuing for each fiscal quarter thereafter, Borrower shall pay or cause to be paid to Lender, within thirty (30) days after the end of each such fiscal quarter, an amount equal to 100% of the Excess Cash Flow for

such fiscal quarter; provided, however, that (i) the Excess Cash Flow payment for the fourth (4th) fiscal quarter of 2006 shall be an amount equal to the total Excess Cash Flow for the fiscal year ending December 31, 2006 less the Rig Construction Reserve Amount and (ii) the Excess Cash Flow payment for the fiscal quarter in which Borrower realizes the Debt Goal and, to the extent applicable, the immediately following fiscal quarter, shall be reduced on a dollar for dollar basis by the amount, if any, of the Special Distribution to be paid with the Monthly Excess Cash Flow attributable to the relevant month of such fiscal quarter (it being understood that if the Special Distribution is not made as provided in Section 6.3.8, then Borrower shall, on the day immediately following the date on which the Excess Cash Flow payment for the Designated Quarter was otherwise required to be paid under this Section
2.3.4 (assuming for this purpose that the Borrower had Excess Cash Flow for the Designated Quarter), pay to Lender an amount equal to the sum of all amounts previously deducted from Excess Cash Flow in accordance with this clause (ii) (i.e.., such payment will be made on the 31st day following the end of the Designated Quarter))."

2.04 AMENDMENT TO SECTION 5.2.2. Effective as of the Amendment Closing Date, Section 5.2.2 is hereby amended and restated in its entirety to read as follows:

"5.2.2 ADDITIONAL MATTERS. Lender shall have received such additional documents and information as Lender may reasonably request and, to the extent that any such Subsequent Advance is to be used to (i) fund Capital Expenditures in respect of Rigs 29, 30, 32, 33, 34, 35 and/or 36, Borrower shall deliver to Lender a duly executed copy of the Operator Contract for each such Rig; provided, that each of the Operator Contracts for Rigs 32, 33, 34, 35 and 36 shall have a term of at least 3 years, or (ii) payoff the John Deere Debt, Borrower shall deliver to Lender a payoff letter (including, without limitation, releases of all Collateral securing such John Deere Debt and releases of the Credit Parties and the other persons liable therefor) in respect of the John Deere Debt in form and substance satisfactory to Lender, together with any and all instruments authorized by the holders of the John Deere Debt necessary to give effect to such releases."

2.05 AMENDMENT TO SECTION 6.2.2. Effective as of the Amendment Closing Date, Section 6.2.2 is hereby amended and restated in its entirety to read as follows:

"6.2.2 MONTHLY FINANCIAL STATEMENTS; MONTHLY COMPLIANCE SCHEDULES. Beginning with the first full fiscal month following the Closing Date and continuing for each fiscal month thereafter, Borrower shall, within ten (10) days of the end of each such fiscal month, provide Lender with (a) a monthly reporting package in form and substance acceptable to Lender (the "MONTHLY Report") and (b) Monthly Compliance Schedules; provided, however, Borrower shall only be required to provide Monthly Compliance Schedules to Lender for each such fiscal month through the fiscal month ending June 30, 2007."

2.06 AMENDMENT TO SECTION 6.3.3. Effective as of the Amendment Closing Date, Section 6.3.3 is hereby amended and restated in its entirety to read as follows:

"6.3.3 INDEBTEDNESS. Borrower and each other Credit Party shall not incur additional Indebtedness (except (i) revolving debt incurred under a revolving credit facility (in form and substance reasonably acceptable to Lender) in an aggregate principal amount not to exceed $8,000,000 or additional amounts upon the Lender's prior written approval, (ii) Indebtedness described on Schedule 6.3.3 hereto, (iii) capital lease obligations in an aggregate principal amount not to exceed $1,500,000 and (iv) purchase money Indebtedness in an aggregate principal amount not to exceed $1,500,000) without the prior written consent of Lender."

2.07 AMENDMENT TO SECTION 6.3.5. Effective as of the Amendment Closing Date, Section 6.3.5 is hereby amended and restated in its entirety to read as follows:

"6.3.5 CAPITAL EXPENDITURES. Borrower's Capital Expenditures in respect of the construction and/or acquisition of the Rigs listed on Schedule 6.3.5, which amounts shall be expended on or prior to June 30, 2007, shall not exceed $167,000,000 in the aggregate without the prior written consent of Lender.."

2.08 AMENDMENT TO SECTION 6.3.6. Effective as of the Amendment Closing Date, Section 6.3.6 is hereby amended and restated in its entirety to read as follows:

"6.3.6 MAINTENANCE CAPITAL EXPENDITURES. Borrower shall not incur Capital Expenditures in excess of $3,750,000 in the aggregate per fiscal year for maintenance of Rigs without the prior written consent of Lender."

2.09 AMENDMENT TO SECTION 6.3.7. Effective as of the Amendment Closing Date, Section 6.3.7 is hereby amended and restated in its entirety to read as follows:

"6.3.7 MINIMUM EBITDA. Borrower and its Subsidiaries on a consolidated basis shall have, for each fiscal quarter ending on the date set forth below, EBITDA for the twelve (12) month period then ended of not less than the following (provided, that the minimum EBITDA amount for each of the fiscal quarters ending June 30, 2006, September 30, 2006 and December 31, 2006 shall be a cumulative amount for the period beginning with the fiscal month ending January 31, 2006 and concluding with the fiscal month ending on the stated date):

------------------------------------------------------------ ---------------------------------------------------------
                           DATE                                                   MINIMUM EBITDA
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2006                                               $16,500,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2006                                             $31,500,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2006                                             $50,000,000
------------------------------------------------------------ ---------------------------------------------------------


                                       4

------------------------------------------------------------ ---------------------------------------------------------
                      March 31, 2007                                               $66,500,000
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2007                                               $80,500,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2007                                             $91,500,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2007                                             $98,000,000
------------------------------------------------------------ ---------------------------------------------------------
                      March 31, 2008                                               $96,500,000
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2008                                               $92,000,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2008                                             $86,000,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2008                                             $78,000,000
------------------------------------------------------------ ---------------------------------------------------------
                      March 31, 2009                                               $71,250,000
------------------------------------------------------------ ---------------------------------------------------------
                       June 30, 2009                                               $66,750,000
------------------------------------------------------------ ---------------------------------------------------------
                    September 30, 2009                                             $61,500,000
------------------------------------------------------------ ---------------------------------------------------------
                     December 31, 2009                                             $55,500,000
------------------------------------------------------------ ---------------------------------------------------------
  March 31, 2010 and the last day of each fiscal quarter                           $48,000,000"
                   occurring thereafter
------------------------------------------------------------ ---------------------------------------------------------

2.10 AMENDMENT TO SECTION 6.3.8. Effective as of the Amendment Closing Date, Section 6.3.8 is hereby amended and restated in its entirety to read as follows:

"6.3.8 RESTRICTED PAYMENTS. Borrower and each other Credit Party will not make any Restricted Payments to equity holders or otherwise without the prior written consent of Lender; provided, however, Borrower shall be allowed to make (i) Permitted Tax Distributions and (ii) when Borrower's total outstanding Indebtedness is equal to or less than $40,000,000 (the "DEBT GOAL"), a one-time dividend (the "SPECIAL DISTRIBUTION") of up to the lesser of (x) $15,000,000 and (y) the net amount of Excess Cash Flow generated in the three fiscal months immediately following the Borrower's realization of the Debt Goal, which dividend shall be paid during the period commencing on the first day following the last day of the Fiscal Quarter in which such third fiscal month occurs (such Fiscal Quarter, the "DESIGNATED QUARTER") and ending on or prior to the date which is 30 days after the end of the Designated Quarter; provided further that the Borrower shall also pay any Excess Cash Flow payment in respect of the Designated Quarter on such date (unless Excess Cash Flow for such Designated Quarter is zero, in which case this second proviso shall not apply)."

2.11 AMENDMENT OF DEFINED TERM "2007 DISTRIBUTION". Effective as of the Amendment Closing Date, the defined term "2007 Distribution" included in Annex A to the Loan Agreement is hereby deleted in its entirety.

2.12 AMENDMENT OF DEFINED TERMS. Effective as of the Amendment Closing Date, the following defined terms are hereby added to Annex A to the Loan Agreement in appropriate alphabetical order:

""DEBT GOAL" has the meaning assigned to it in Section 6.3.8."

""DESIGNATED QUARTER" has the meaning assigned to it in
Section 6.3.8."

""MONTHLY EXCESS CASH FLOW" means the amount of Excess Cash Flow generated in any one of the three fiscal months referred to in Section 6.3.8."

""SPECIAL DISTRIBUTION" has the meaning assigned to it in
Section 6.3.8."

2.13 AMENDMENT OF DEFINED TERM "RIG CONSTRUCTION RESERVE AMOUNT". Effective as of the Amendment Closing Date, the defined term "Rig Construction Reserve Amount" included in Annex A to the Loan Agreement is hereby amended and restated in its entirety to read as follows:

""RIG CONSTRUCTION RESERVE AMOUNT" means an amount equal to $146,000,000 less the cumulative amount of Capital Expenditures listed on the Monthly Compliance Schedule for the period April 1, 2006 through December 31, 2006."

2.14 AMENDMENT OF DEFINED TERM "WORKING CAPITAL". Effective as of the Amendment Closing Date, the defined term "Working Capital" included in Annex A to the Loan Agreement is hereby amended and restated in its entirety to read as follows:

""WORKING CAPITAL" means, as to any Person, for any date of determination, the current assets (excluding cash and cash equivalents) of such Person and its consolidated Subsidiaries minus the current liabilities (excluding (i) the current portion of Indebtedness for borrowed money having a maturity of longer than one year from the date of determination and
(ii) short term Indebtedness for borrowed money) of such Person and its consolidated Subsidiaries.

2.15 DELETION AND REPLACEMENT OF EXHIBIT A. Effective as of the Amendment Closing Date, Exhibit A to the Loan Agreement is hereby deleted and replaced in its entirety with Annex 1 hereto.

2.16 DELETION AND REPLACEMENT OF EXHIBIT H. Effective as of the Amendment Closing Date, Exhibit H to the Loan Agreement is hereby deleted and replaced in its entirety with Annex 2 hereto.

2.17 DELETION AND REPLACEMENT OF EXHIBIT I. Effective as of the Amendment Closing Date, Exhibit I to the Loan Agreement is hereby deleted and replaced in its entirety with Annex 3 hereto.

2.18 DELETION AND REPLACEMENT OF SCHEDULE 6.3.5. Effective as of the Amendment Closing Date, Schedule 6.3.5 to the Loan Agreement is hereby deleted and replaced in its entirety with Annex 4 hereto.

ARTICLE III
CONDITIONS

3.01 CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Lender, unless specifically waived in writing by Lender:

(a) Lender shall have received this Amendment, duly executed by Borrower and Lender, in form and substance acceptable to Lender.

(b) Lender shall have received an Amended and Restated Promissory Note in the principal amount of $126,000,000 duly executed by Borrower, in form and substance acceptable to Lender.

(c) After giving effect to this Amendment, the representations and warranties contained herein, in the Loan Agreement and the other Loan Documents, shall be true and correct in all material respects as of the date hereof, as if made on the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such date as if made on and as of such date).

(d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Lender.

(e) Lender shall have received such other documents, instruments and agreements reasonably required by Lender to be executed in connection with this Amendment.

(f) Lender shall have received a legal opinion from Borrower's counsel in form and substance satisfactory to Lender which shall cover such matters incident to the transactions contemplated by this Amendment.

(g) Borrower shall pay Lender in full all amounts owing to Lender in respect of Delinquent Interest Payments (as defined below).

ARTICLE IV
ACKNOWLEDGEMENT, RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

4.01 WAIVER. Lender hereby waives any Default resulting or otherwise arising solely from Borrower's failure to make any interest payments required under Section 2.5.3 of the Credit Agreement that were due and payable prior to the Amendment Closing Date (collectively, "DELINQUENT INTEREST PAYMENTS").

4.02 ACKNOWLEDGEMENT. Borrower acknowledges that, as of the Amendment Closing Date, Lender has made $53,086,411 in aggregate principal amount of Term Loans to Borrower, and that this Amendment is in no way intended to constitute a novation of the obligations and liabilities of Borrower under the Loan Agreement (as in effect prior to the Amendment Closing Date) or evidence payment of all or any portion of the Term Loans outstanding immediately prior to the Amendment Closing Date.

4.03 RATIFICATIONS. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower and Lender agree that the Loan Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.04 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to Lender that (a) the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith have been authorized by all requisite limited liability company action on the part of Borrower and will not violate the Limited Liability Company Agreement of Borrower; (b) the representations and warranties contained in the Loan Agreement, as amended hereby, and any other Loan Document are true and correct in all material respects on and as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such date as if made on and as of such date); (c) after giving effect to this Amendment, no Default or Event of Default under the Loan Agreement, as amended hereby, has occurred and is continuing, unless such Default or Event of Default has been specifically waived in writing by Lender; and (d) Borrower is in full compliance with all covenants and agreements contained in the Loan Agreement and the other Loan Documents, as amended hereby.

ARTICLE V
MISCELLANEOUS PROVISIONS

5.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made in the Loan Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other documents executed pursuant hereto.

5.02 REFERENCE TO LOAN AGREEMENT AND LOAN. Each of the Loan Agreement and the other Loan Documents, and any and all other documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreement and such other Loan Documents to the Loan

Agreement and/or the Loan shall mean a reference to the Loan Agreement and/or the Loan, as amended hereby.

5.03 EXPENSES OF LENDER. As provided in the Loan Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Lender in connection with the preparation, negotiation, and execution of this Amendment and the other documents executed pursuant hereto, including, without limitation, the costs and fees of Lender's legal counsel.

5.04 SEVERABILITY. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

5.05 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender.

5.06 COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission shall be equally effective as delivery of a manually executed counterpart of this Amendment.

5.07 EFFECT OF WAIVER. No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

5.08 HEADINGS. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.09 APPLICABLE LAW. This Amendment and all other documents executed in connection herewith shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law provisions that would result in the application of the laws of a different jurisdiction.

5.10 INTEGRATED AGREEMENT. This Amendment, all other documents executed in connection herewith and the Annexes attached hereto constitute the entire agreement between the parties hereto, and there are no other agreements, understandings, representations or warranties regarding the Loan between the parties.

5.11 THIRD PARTY BENEFICIARY. Nothing in this Amendment, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Amendment.

5.12 WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AMENDMENT, THE LOAN AGREEMENT, THE LOAN, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Amendment has been duly executed on the date first written above.

BORROWER:

GOOBER DRILLING, LLC, a Delaware limited
liability company

LENDER:

LEUCADIA NATIONAL CORPORATION, a New York
corporation

[FIRST AMENDMENT TO LOAN AGREEMENT SIGNATURE PAGE]

Exhibit 10.4

EXECUTION VERSION

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

GOOBER DRILLING, LLC

This First Amended and Restated Limited Liability Company Agreement of GOOBER DRILLING, LLC, a Delaware limited liability company (the "Company"), is made and entered into as of June 15, 2006 by and among Goober Holdings, LLC, an Oklahoma limited liability company (the "Owner"), Baldwin Enterprises, Inc., a Colorado corporation (the "Class A Member"), and the Persons that become Members from time to time as herein provided, and each of John Special ("Special"), Chris McCutchen ("McCutchen"), Jim Eden ("Eden"), Mike Brown ("Brown") and Goober Drilling Corporation, an Oklahoma corporation ("Drilling Corp"), as "Restricted Affiliates" (as defined herein).

WHEREAS, prior to the date hereof, Owner, each of the Restricted Affiliates and Leucadia National Corporation, a New York corporation ("Leucadia") had entered into the Limited Liability Company Agreement of Goober Drilling, LLC, dated as of April 6, 2006 (the "Initial Agreement");

WHEREAS, the Class A Member has succeeded to the membership interest of Leucadia in the Company pursuant to Leucadia's transfer to the Class A Member (as a Permitted Transferee of Leucadia) of all of Leucadia's Units under the terms of a Unit Transfer Agreement dated April 7, 2006;

WHEREAS, Owner and the Class A Member now collectively constitute all of the Members of the
Company;

WHEREAS, Article XV of the Initial Agreement provides that the Initial Agreement may be amended with each Member's consent; and

WHEREAS, Owner and the Class A Member desire to amend and restate the Initial Agreement in its entirety as set forth in this Agreement, and desire that each of the Company and the Restricted Affiliates acknowledges and agrees to the amendment and restatement;

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

Section 1.1 Certain Definitions.

As used herein, the following terms shall have the meanings set forth or as referenced below:

"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, with the following adjustments:

(a) Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed obligated to restore pursuant to the penultimate sentences of Regulations
Section 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) Debit from such Capital Account the items described in Regulations Sections 1.704 - l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of "Adjusted Capital Account Deficit" is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

"After-Tax Free Cash Flow" shall have the meaning assigned to the term "Excess Cash Flow" in the Loan Agreement.

"Agreement" means this First Amended and Restated Limited Liability Company Agreement of the Company (including any Addenda and Schedules attached hereto), as from time to time amended, restated or otherwise modified in accordance with the terms hereof; provided, however, that any reference to "Agreement" relating to its existence prior hereto (and facts and circumstances in respect thereof) shall be a reference to the Initial Agreement as amended and restated hereby.

"Applicable Percentage" shall have the meaning set forth in
Section 11.1(c).

"Board" means the Board of Directors of the Company established pursuant to Section 4.4.

"Book Item" shall have the meaning set forth in Section 7.6(a)(i).

"Business Day" means a day, other than a Saturday or Sunday, on which banks generally are open in New York City for a full range of business.

"Capital Account" means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

(a) To each Member's Capital Account, there shall be credited such Member's capital contribution, such Member's distributive share of Net Income (or items of income or gain) or any item in the nature of income or gain which is specially allocated pursuant to Section 7.3 hereof, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member;

(b) From each Member's Capital Account, there shall be debited the amount of cash and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, such Member's distributive share of Net Loss (or items of expense or loss) or any item in the nature of expense or loss which is specially allocated pursuant to Section 7.3 hereof, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company;

(c) If all or a portion of an interest is assigned in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent that it relates to the assigned interest; and

(d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and the Regulations.

The foregoing provision and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations.

"Certificate" means the certificate of formation of the Company and any and all amendments thereto and restatements and corrections thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

"Class A Director" means a member of the Board of Directors of the Company who is designated by holders of Class A Units pursuant to Section 4.4.

"Class A Units" means the Class A Units issued by the Company with the rights specified in Article IV.

"Class B Units" means the Class B Units issued by the Company with the rights specified in Article IV.

"Code" means the Internal Revenue Code of 1986, as amended from time to time. A reference to a specific section (ss.) of the Code refers not only to such specific section but also to any corresponding provision of any United States federal tax statute enacted after April 6, 2006, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

"Company Minimum Gain" has the same meaning as "partnership minimum gain" set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

"Company Property" means any and all property of whatever nature, tangible or intangible, real or personal, of the Company from time to time.

"Covered Person" shall have the meaning set forth in Section 6.2.

"Debt Goal" shall have the meaning set forth in Section 10.3.

"Decision Period" shall have the meaning set forth in Section 12.9.

"Delaware Act" means the Delaware Limited Liability Company Act, 6 Del. C. ss.ss. 18-101 et seq., as amended from time to time, and any successor to such statute. "Demand Registration" shall have the meaning set forth in Section 12.1.

"Demand Request" shall have the meaning set forth in Section 12.1.

"Director" means each member of the Board, for so long as such person remains a member of the Board. Directors shall constitute "managers" within the meaning of the Delaware Act.

"Disabling Conduct" shall have the meaning set forth in
Section 6.1.

"Disposition Notice" shall have the meaning set forth in
Section 11.1(b).

"Distributions" means distributions of money or other property made by the Company with respect to Units or other securities of the Company. All Distributions shall be made equally with respect to each Unit unless otherwise provided in this Agreement. Distributions shall not include the payment of money or other property to holders of Units or other securities of

the Company for reasons or in any capacity other than their ownership of such Units or securities.

"Election Notice" shall have the meaning set forth in Section 12.9.

"Event of Default" shall have the meaning set forth in the Loan Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Exit Sale Right" shall have the meaning set forth in Section 12.9.

"Fiscal Year" means the calendar year, except that if the Company is required under the Code to use a taxable year other than a calendar year, then Fiscal Year shall mean such taxable year.

"GAAP" means United States generally accepted accounting principles, consistently applied.

"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(a) The Gross Asset Value of any asset contributed by a Member to the Company is the gross fair market value of such asset as determined by the Members at the time of contribution pursuant to the terms of the Owner Contribution Agreement and the Leucadia Contribution Agreement;

(b) The Gross Asset Value of all Company assets may be adjusted to equal their respective gross fair market values, as determined by the Board, as of the following times: (i) the acquisition of any additional Units in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to the Member of more than a de minimis amount of property as consideration for an interest in the company; (iii) the date of the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of becoming a Member; and (iv) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company; and

(c) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of distribution as determined by the Board.

If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subdivision (a) or (b) above, such Gross Asset Value shall thereafter be adjusted by Depreciation taken into account with respect to such asset for purposes of computing Net Income or Net Loss.

"HSR Act" shall have the meaning set forth in Section 11.1(b)(iii).

"Indebtedness" of any Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and all obligations with respect to (i) letters of credit, bank guarantees or bankers' acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business,
(d) all obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all capitalized lease obligations,
(g) all payments that would be required to be made in respect of any hedging agreement in the event of a termination (including an early termination) on the date of determination and (h) all guaranty obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (h) above shall constitute "Indebtedness" of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person's property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.

"Indemnified Party" shall have the meaning set forth in
Section 12.6(c).

"Indemnifying Party" shall have the meaning set forth in
Section 12.6(c).

"Initial Public Offering" or "IPO" means the Company's first underwritten public offering of its Units pursuant to an effective registration statement under the Securities Act.

"Inspectors" shall have the meaning set forth in Section 12.4(j).

"Leucadia Contribution Agreement" means that certain Contribution Agreement between Leucadia, the Company and (for purposes of certain provisions thereof) Owner, dated as of April 6, 2006.

"Leucadia Loan" means a secured credit facility consisting of up to $126 million of multiple advance term loans from Leucadia to the Company to fund new rig purchases, construction costs, repayment of bridge financing and repayment of existing bank debt.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

"Liquidation Preference" shall have the meaning set forth in
Section 14.2.

"Loan Agreement" means that certain Loan Agreement between Leucadia and the Company related to the Leucadia Loan, dated as of April 6, 2006, as amended, restated or otherwise modified from time to time.

"Material Adverse Effect" shall have the meaning set forth in
Section 12.2.

"Member" means any Person named as a member of the Company on Schedule 4.3 hereto and who has executed a counterpart of this Agreement or other writing agreeing to be bound by the terms and conditions hereof as determined by the Board in its discretion and includes any Person who acquires a Unit pursuant to the provisions of this Agreement and is admitted as a Member in accordance with the terms hereof so long as such Person owns any Units and any Person who is otherwise admitted as a member of the Company by the Board in accordance with the terms hereof.

"Member Nonrecourse Debt" has the same meaning as the term "partner nonrecourse debt" set forth in Regulations Section 1.704-2(b)(4).

"Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

"Net Income" and "Net Loss" means, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments:

(a) Any income of the Company that is exempt from Federal income tax, and to the extent not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to

Regulations Section 1.704-1(b)(2)(iv)(i), and to the extent not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall be subtracted from such taxable income or loss;

(c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to sub-paragraphs (b) or (c) of the definition of "Gross Asset Value" herein, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;

(d) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e) In lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of "Depreciation;" and

(f) Any items which are specially allocated pursuant to the provisions of Section 7.3 hereof shall not be taken into account in computing Net Income or Net Loss.

"Nonrecourse Deductions" has the meaning set forth in Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

"Nonrecourse Liability" has the meaning set forth in Regulations Section 1.752-1(a)(2).

"No Sale Date" shall have the meaning set forth in Section 12.9.

"Notice Date" shall have the meaning set forth in Section 11.1(b).

"Notice Period" shall have the meaning set forth in Section 11.1(b).

"Offered Units" shall have the meaning set forth in Section 11.1(b).

"Offeree" shall have the meaning set forth in Section 11.1(b).

"Other Members" shall have the meaning set forth in Section 11.1(c).

"Owner Contribution Agreement" means that certain Contribution Agreement between Owner and the Company, dated as of April 6, 2006.

"Owner Director" means a member of the Board of Directors of the Company who is designated by the holders of Class B Units pursuant to
Section 4.4.

"Permitted Liens" means (a) Liens for taxes or assessments or other governmental charges or levies, either not yet due and payable or to the extent that nonpayment thereof is permitted hereunder or the amount and validity of which is being contested in good faith by appropriate proceedings, provided an appropriate reserve therefor has been established on the financial statements of the Company in accordance with GAAP, (b) pledges or deposits securing obligations under worker's compensation, unemployment insurance, social security or public liability laws or similar legislation, (c) pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company or any of its Subsidiaries is a party as lessee made in the ordinary course of business, (d) deposits securing public or statutory obligations of the Company or any of its Subsidiaries, (e) inchoate and unperfected workers', mechanics', or similar liens arising in the ordinary course of business so long as such Liens attach only to equipment, fixtures or real estate, (f) carriers', warehousemans', suppliers' or other similar possessory liens arising in the ordinary course of business and securing obligations not yet due and payable, (g) deposits of money securing, or in lieu of, surety, appeal or customs bonds in proceedings to which the Company or any of its Subsidiaries is a party, (h) zoning restrictions, easements, licenses, or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such real estate, (i) Liens in favor of Leucadia securing the obligations under the Loan Agreement, (j) a Lien securing the Company's obligation to repurchase Class A Units as set forth in, and under the terms and conditions of, Section 13.1 hereof and (k) Liens securing Indebtedness listed on Schedule 2.3(a)(vi) of the Leucadia Contribution Agreement.

"Permitted Transferee" means, (i) with respect to any Member or Restricted Affiliate that is an individual (an "Individual Member"), such Individual Member's spouse or children or other lineal descendants, or any trust or a revocable grantor trust of an individual (in which event the term "Individual Member" shall apply to the grantor of that trust), limited liability company or partnership established primarily for the benefit of the foregoing Member or Restricted Affiliate and (ii) in the case of a Member or Restricted Affiliate that is a corporation, partnership or other entity, any Affiliate of such Member or Restricted Affiliate (as the case may be), and, in the case of a Member or Restricted Affiliate that is a limited liability company, any member of such Member or Restricted Affiliate (as the case may be), and, in the case of a Member or Restricted Affiliate that is a partnership, any general or limited partner in such partnership in connection with the liquidation thereof.

"Person" means an individual, corporation, partnership, trust, limited liability company, governmental authority or any other entity or organization.

"Piggyback Registration" shall have the meaning set forth in
Section 12.2.

"Piggyback Units" shall have the meaning set forth in Section 12.2.

"Proposed Disposition" shall have the meaning set forth in
Section 11.1(b).

"Records" shall have the meaning set forth in Section 12.4(j).

"Registrable Unit" means the Units owned by the Members, and any other equity interests issued or issuable with respect to such Units by way of a dividend, split or other distribution; provided, however, that Registrable Units shall not include any Units (a) the sale of which has been registered pursuant to the Securities Act and which Units have been sold pursuant to such registration, (b) that are eligible for sale pursuant to Rule 144(k) under the Securities Act (or any similar provision then in force) or (c) that have ceased to be outstanding.

"Registration Expenses" shall have the meaning set forth in
Section 12.5.

"Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

"Repurchase" shall have the meaning set forth in Section 13.1.

"Repurchase Notice" shall have the meaning set forth in
Section 13.1.

"Repurchase Price" means $2,000.00 less an amount equal to the amount paid as a Distribution (other than any Tax Distribution) in respect of each Class A Unit prior to any Repurchase.

"Requesting Holders" shall have the meaning set forth in
Section 12.1.

"Required Filing Date" shall have the meaning set forth in
Section 12.1.

"Restricted Affiliate" means each of Special, McCutchen, Eden, Brown and Drilling Corp and any other Person who, directly or indirectly through one or more intermediaries, owns or holds an interest in capital stock, membership interest or other equity securities of Owner, including, without limitation, any such Person who acquires such an interest pursuant to the provisions of this Agreement (including as part of a transfer permitted under
Section 11.1 hereof) so long as such Person owns such interest.

"Right of First Refusal" shall have the meaning set forth in
Section 11.1(b).

"Sale Notice" has the meaning set forth in Section 11.1(c).

"Sale Transaction" means all necessary and appropriate steps and actions to effect the sale of all of the Class A Units and Class B Units, directly or by merger consolidation or other similar transaction, or all or substantially all of the assets of the Company for cash or some form of highly liquid consideration (e.g., securities issued by a publicly traded company having a broad and liquid market for such securities) and on such terms and conditions as the Board of Directors of the Company shall deem most likely to yield the greatest value to the Members of the Company.

"SEC" means the Securities and Exchange Commission.

"Section 154" has the meaning set forth in Section 10.4.

"Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder.

"Security Agreement" shall have the meaning set forth in
Section 13.1.

"Selling Member" means a Member who is selling Registrable Units pursuant to a registration statement under the Securities Act.

"Selling Unitholder" shall have the meaning set forth in
Section 11.1(b).

"Subsidiary" means, with respect to any Person, any Person of which such Person, either directly or indirectly, owns 50% or more of the equity or voting interests.

"Tag-Along Right" shall have the meaning set forth in Section 11.1(c).

"Tax Distribution" shall have the meaning set forth in Section 10.2.

"Tax Matters Member" shall have the meaning set forth in
Section 8.5(a).

"Third Party" means any Person, other than Leucadia, Owner, or any Affiliate of Leucadia or Owner, or equity holder of Owner.

"Third Party Purchaser" shall have the meaning set forth in
Section 11.1(b). "Transfer" means to sell, assign, pledge, encumber, hypothecate, dispose of or otherwise transfer, directly or indirectly or by operation of law (including by merger or other statutory means), and shall include the related use of the word "transfer" as a noun.

"Transferee" has the meaning set forth in Section 11.2.

"Transferring Tag Along Member" has the meaning set forth in
Section 11.1(c).

"Transfer Member" has the meaning set forth in Section 11..2.

"Units" means the units into which the limited liability company interests in the Company are divided and shall initially include Class A Units and Class B Units.

Section 1.2 Other Definitional and Contract Construction Provisions.

(a) Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context requires otherwise, the words "hereof," "herein," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted and any successor statute thereto.

(c) The term "including" shall be deemed to mean "including without limitation."

(d) Article and section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e) In the event and from and after such time as the Loan Agreement has been terminated (by reason of the repayment in full of the Leucadia Loan or otherwise), the definition of "Event of Default" and "Loan Agreement" shall continue to apply as if the Loan Agreement were still in full force and effect and had not been terminated until such time as the holders of the Class A Units shall have received aggregate Distributions (other than Tax Distributions) in an amount of $60 million or more.

(f) This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party who prepared, or caused the preparation of, this Agreement or the relative bargaining power of the parties.

(g) Each Member acknowledges that it is entering into this Agreement in reliance upon such legal, tax, accounting, regulatory and financial advice as it deems necessary and not upon any view expressed by any other Member, except those express representations, warranties,

covenants, undertakings and agreements set forth in this Agreement.. In addition, each Member represents to the others that: (i) it fully understands its rights and obligations under this Agreement; (ii) it has entered into this Agreement as principal for its own account; (iii) it has such sophistication, knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of entering into this Agreement; and (iv) its management has determined, based on its own independent review of this Agreement and the objectives thereof and such professional advice as it has deemed appropriate under the circumstances, that the terms of this Agreement (A) are fully consistent with its financial needs, strategy, objectives and conditions, (B) comply and are fully consistent with all investment policies, guidelines and restrictions applicable to it (including those of any regulator having authority to oversee its activities), and (C) are fit, proper and suitable for it.

Section 2.1 Formation. The Company was formed as a limited liability company under the Delaware Act upon the filing of the Certificate with the Secretary of State of the State of Delaware. In connection with such formation, the Initial Agreement was executed by the Company and its initial Members. From time to time after the date of its formation, Persons may have, or may in the future, become Members as herein provided. The Members hereby ratify and confirm the filing of the Certificate. The Members hereby further agree that the rights, duties and liabilities of the Members shall be as provided in the Delaware Act, except as otherwise provided herein.

Section 2.2 Offices.

(a) The principal executive offices of the Company, and any additional branch offices of the Company, shall be located in Stillwater, Oklahoma and at such other location or locations as shall be determined by the Board in its discretion from time to time.

(b) The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware. The registered agent of the Company for service of process at such address is The Corporation Trust Company. Such registered office or registered agent may be changed by the Board from time to time.

Section 2.3 Name. The name of the Company shall be Goober Drilling, LLC or such other name as the Board may from time to time select.

Section 2.4 Term. The existence of the Company commenced on the date of filing of the Certificate with the Secretary of State of the State of Delaware and shall continue in perpetuity unless dissolved and terminated in accordance with Section 14.1.

Section 3.1 Purposes and Business. The purpose and nature of the business to be conducted by the Company shall be to engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Board of Directors and that lawfully may be conducted by a limited liability company organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity; and do anything necessary or appropriate to the foregoing, provided, however, that the Company shall not engage, directly or indirectly, in any business activity that the Board of Directors determines would cause the Company to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. The Board of Directors has no obligation or duty to the Company or the Members to propose or approve, and may decline to propose or approve, the conduct by the Company of any business. The Company shall be empowered to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes and business described in this
Section 3.1 and for the protection and benefit of the Company.

Section 4.1 Units. The limited liability company interests in the Company are represented by Units and the Units are divided between Class A Units representing 30% of all Common Units and Class B Units representing 70% of all Common Units, each of which has the rights and privileges set forth in this Agreement.

Section 4.2 Common Units. Except as provided in Section 14.2 below, all Units shall represent an equal right to share in the profits and losses of the Company and to receive Distributions of the Company's assets in accordance with the provisions of this Agreement and the Delaware Act. All Units shall have voting rights which rights are set forth in Sections 4.4 and 14.1 hereof, subject to the provisions of Section 5.1(b) hereof. Upon issuance in accordance with the terms of this Agreement, all Common Units will be validly issued, fully paid and non-assessable. On any matter subject to a vote of the Members holding Units, each Unit shall be entitled to one (1) vote.

Section 4.3 Members. The name and business, mailing or residence address of each Member of the Company and the number of Units or other interests of the Company and the identification including the class or series (if applicable) thereof held by such Member are set forth on Schedule 4.3 to this Agreement. The Board shall cause Schedule 4.3 to be amended from time to time to reflect changes in addresses of Members or the addition or withdrawal of Members, the issuance of additional Units or other interests of the Company or Transfers of Units or other interests, in accordance with the terms of this Agreement. Unless otherwise determined by the Board in its discretion, no certificate in respect of any Member's Units or other interests in the Company

shall be issued and the books of the Company shall be conclusive evidence of the ownership of all Units and other securities of the Company. In connection with its admission, and as a precondition thereto, each Member shall execute a counterpart of this Agreement or other writing agreeing to be bound by the terms and conditions hereof as determined by the Board in its discretion. At any time that a Member shall cease to own any Units, such Person shall cease to be a Member.

Section 4.4 Board of Directors.

(a) Except as provided below, the Board of Directors of the Company shall consist of four (4) individuals, two of whom shall be designated by majority vote of the Class A Units and two of whom shall be designated by majority vote of the holders of the Class B Units. The current directors are set forth on Schedule 4.4(a) hereto. Each individual selected to serve on the Board of Directors shall serve for a term at the discretion of the holders of the Class of Units which has the right to elect or appoint such individual, and thereafter until his successor is elected or appointed, unless he sooner resigns or is removed. A member of the Board of Directors may be removed at any time without cause by only the holders of the Class of Units which had the right to vote for his initial election or appointment. The unexpired term of a removed director shall be filled by an individual appointed by the holders of the Class of Units which had the right to vote on the removed director's initial election or appointment to the Board of Directors. In the event of a resignation, removal or replacement of a member of the Board of Directors the holders of the Class of Units which has the right to elect or appoint such director shall provide the Company notice of action taken within five (5) days of any such change in status. The death, declination to serve, resignation, retirement, removal or incapacity of one or more Directors, or all of them, shall not operate to dissolve or terminate the Company.

(b) In the event the principal amount outstanding under the Leucadia Loan has been reduced to less than $40 million by repayment of principal amounts previously outstanding thereunder, the aggregate number of members of the Board of Directors shall be increased to five
(5), and the additional director shall be designated by majority vote of the Class B Units.

(c) If, at any time prior to such time as the holders of the Class A Units shall have received aggregate Distributions (other than Tax Distributions) in an amount of $60 million or more, an Event of Default has occurred and is continuing under (i) Section 8.1 or Section 8.2 of the Loan Agreement or (ii) Section 8.3 of the Loan Agreement as it relates to Section 6.3.5, Section 6.3.6 or Section 6.3.7 of the Loan Agreement, then the holders of the Class A Units shall be entitled to designate by majority vote of the Class A Units such number of additional directors to the Board of Directors such that the aggregate number of directors that the holders of Class A Units are then entitled to designate to the Board of Directors comprise a bare majority of the total number of directors, and the number of Persons comprising the Board of Directors shall be increased accordingly. If the Event of Default is cured after such additional directors have been appointed,

then the holders of Class A Units will no longer have the right to designate additional directors, such additional directors shall cease to be directors and the number of directors on the Board of Directors shall revert to the number of directors existing prior to the occurrence of the applicable Event of Default.

(d) The Directors may in their discretion provide for regular or stated meetings of the Board, provided that the Board shall meet at least once each calendar quarter. Notice of regular or stated meetings need not be given. Meetings of the Board other than regular or stated meetings shall be held whenever called by the President, or by any two of the Directors, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by an officer of the Company or by the Directors calling the meeting, shall specify the purpose of such meeting, and shall be delivered or mailed, postage prepaid, or sent by telecopy transmission or by e-mail to each Director at least two days before the meeting at such Director's business address. Such notice may, however, be waived by any Director. Notice of the meeting need not be given to any Director if a written waiver of notice, executed by him or her before or after the meeting is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. The Directors may meet by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting are connected or by e-mail or similar electronic transmission, which meeting shall be deemed to have been held at a place designated by the Directors at the meeting. Any action required or permitted to be taken at any meeting of the Directors may be taken by the Directors without a meeting if a consent or consents in writing, setting forth the actions so taken, are signed by all of the Directors then in office.

(e) A majority of the Directors then in office shall constitute a quorum for the transaction of business by the Board; provided that a quorum shall include at least one (1) Class A Director and one (1) Owner Director. Notwithstanding the foregoing, if at any meeting of the Directors there is not in attendance at least one (1) Class A Director and one (1) Owner Director, then (i) the meeting shall be adjourned to the same time and place on a Business Day which is no less than five (5) days (or such shorter time as is consented to by all directors) and no more than ten (10) days (or such greater time as is consented to by all directors) after such meeting or such other time, place and/or date as the Owner and the Class A Member agree and (ii) notice of the adjourned meeting shall be given to the Owner and the Class A Member in accordance with the notice provisions set forth in
Section 16.1. The act of a majority of the Directors present at any meeting of the Board at which there is a quorum shall be the act of the Board; provided, however, that, for so long as the holders of Class A Units and holders of Class B Units shall be entitled to designate an equal number of directors to the Board, at least one (1) Class A Director and one (1) Owner Director must approve for an act to be an act of the Board, except as may be otherwise specifically provided by this Agreement.

Section 4.5 No Withdrawal of a Member. Except in connection with a Transfer permitted under Article XI, no Member shall have the right to withdraw as a Member of the Company prior to the liquidation and termination of the Company. No Member shall be considered to have ceased to be or to have withdrawn as a Member of the Company for any reason listed in Section 18-304 of the Delaware Act. In addition, no Member shall have the right to receive a return of, or withdraw any portion of, its capital contributed to, or to receive any Distributions or liquidation proceeds from, the Company except as specifically provided herein.

Section 5.1 Management.

(a) Except as provided in Section 5.1(b) and subject to the right of the Board to delegate authority as provided in Article IV and this Article V, in accordance with Section 18-402 of the Delaware Act, all decisions respecting any matter set forth herein or otherwise affecting or arising out of the conduct of the business of the Company or that may be taken by members of a limited liability company under the Delaware Act shall be made by the Board, and the Board shall have the exclusive right and full authority and responsibility to manage, conduct, control and operate the Company's business and effect the purposes and provisions of this Agreement. Except as provided in
Section 5.1(b), the Board shall have full authority to do all things on behalf of the Company as it shall deem necessary or desirable in the conduct of the business of the Company to effectuate the purposes specified in Section 3.1 hereof. Except as provided in Section 5.1(b), no Member shall have any right to participate in any way in the management of the Company.

(b) The Company shall not (and the Board shall cause the Company not to) take any of the following actions without the prior written consent of a majority of the holders of the Class A Units:

(i) while the Leucadia Loan is outstanding, declare or make any Distributions, other than Distributions made pursuant to Section 10.2 and Section 10.3;

(ii) at any time prior to such time as the holders of the Class A Units shall have received aggregate Distributions (other than Tax Distributions) in an amount of $60 million or more:

(A) conduct any transactions (other than the transactions contemplated by Schedule 5.1(b)(ii)(A)) between the Company, or permit any of its Subsidiaries to conduct any transactions, on the one hand, with the Owner or any of its Affiliates or equity holders (other than the Subsidiaries of the Company), on the other hand;

(B) issue additional Units or other interests in the Company;

(C) incur any Indebtedness or Liens, except as contemplated under the Loan Agreement, and except for Permitted Liens;

(D) make any public offering of Units (or other securities of the Company or its subsidiaries) pursuant to an effective registration statement under the Securities Act;

(E) acquire any properties or assets having a value in excess of (A) $2,000,000 in any single transaction or series of related transactions or (B) $5,000,000 in the aggregate;

(F) Transfer or otherwise dispose of any properties or assets of the Company and its Subsidiaries, having a value in excess of (A) $2,000,000 in any single transaction or series of related transactions or (B) $5,000,000 in the aggregate;

(G) merge or consolidate the Company or any of its Subsidiaries with or into any other Person;

(H) create or form any Subsidiary of the Company or any of its Subsidiaries;

(I) establish, adopt or amend any option plan or other employee benefit program under which Units or other equity interests in the Company may be issued;

(J) employ accountants from time to time to render auditing services to the Company;

(K) sue on, settle or compromise any and all claims or liabilities in favor of or against the Company; submit any or all such claims or liabilities to arbitration; and confess a judgment against the Company in connection with any litigation in which the Company is involved, in each case, to the extent that reasonably anticipated damages exceed $500,000 or, if in excess of $500,000, are not expected to be covered by insurance proceeds;

(L) enter into or modify any employment agreements with executive officers;

(M) liquidate or dissolve the Company;

(N) transact any activities outside the current business of the Company; or

(O) change the Company's fiscal year; and

(iii) as long as this Agreement is in effect:

(A) make or rescind any elections made by or in respect of the Company relating to the classification of the Company for tax purposes or determine the accounting methods and conventions to be used in the preparation of the Company's tax returns; or

(B) make any allocations of income, gains, deductions, losses and all other items for tax purposes made by or on behalf of the Company;

provided, however, that, in the event Leucadia and its Permitted Transferees (including, without limitation, the Class A Member) no longer own a majority of its Class A Units outstanding on April 6, 2006 (as the date of the Initial Agreement), the rights of the holders of Class A Units under this Section 5.1(b) shall terminate. If the Company has requested consent by the holders of the Class A Units to an action described in this 5.1(b) and the holders of the Class A Units do not provide a response thereto to the Company within 10 Business Days, it will be deemed that a majority of the holders of the Class A Units consented to the proposed action. For purposes of this Section 5.1(b), any action by the Tax Matters Member is deemed to be an action of the Company and is subject to the approval rights set forth in this Section 5.1(b).

Section 5.2 Certain Actions and Determinations by the Board.

(a) Resolution of Conflicts of Interest. Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises in connection with the operation of the Company or the conduct of its business, whether relating to any type of contract, agreement or otherwise, any resolution or course of action in respect of any such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any agreement contemplated herein or of any duty stated or implied by law or equity, if the resolution or course of action is determined by the Board (or a duly authorized committee thereof) to be reasonable or appropriate to the Company and its Members. In determining whether the resolution or course of action is reasonable or appropriate to the Company and its Members, the Board (or such duly authorized committee thereof) shall be authorized to consider (i) the relative interests of any party (including Leucadia and its Affiliates) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, (ii) any customary or accepted industry practices, (iii) any generally accepted accounting or valuation practices or principles and (iv) such other factors as the Board determines in its discretion to be relevant, reasonable or appropriate under the circumstances. Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "reasonable or appropriate" to any Person, the reasonable or appropriate nature of such transaction, arrangement or

resolution may be considered in the context of all similar or related transactions or other business transactions between the affected parties.

(b) Standard of Conduct. Whenever this Agreement or any other agreement contemplated hereby provides that the Board is permitted or required to make a decision (i) in its "discretion" or under a grant of similar authority or latitude, the Board shall be entitled to consider such interests and factors as it desires, or (ii) in "good faith" or under another express standard, the Board shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated hereby or otherwise stated or implied by law or equity.

Section 5.3 Outside Businesses Or Opportunities. Except as provided below, a Member (including in respect of the Class A Member, Leucadia and its Subsidiaries) or Restricted Affiliate may not engage in or possess an interest in other business ventures independently or with others, which business venture may be the same as or in competition with the business of Company as of April 6, 2006. Notwithstanding the foregoing, Leucadia and its Subsidiaries may invest in or possess (a) a non-controlling interest in any business venture and (b) a controlling interest in any business venture (i) so long as such business venture does not compete with the Company or (ii) if such business venture does compete with the Company, the portion of the business venture which competes with the Company is minor or incidental to that business venture's aggregate business activities, and the Restricted Affiliates may invest in or possess securities in any company whose stock is listed on a national securities exchange or traded in the over-the-counter market so long as in connection with such investments or ownership the amount of such securities is less than five percent (5%) of the voting securities of any such company and the Restricted Affiliate does not actively participate in the management or operations of such company.

Section 5.4 Limitation of Duties. In accordance with Section 18-1101(c) of the Delaware Act, the parties hereto hereby acknowledge and agree that the provisions of this Agreement, including the provisions of this Article V, to the extent they restrict the duties (including fiduciary duties) and liabilities relating thereto otherwise existing at law or in equity replace completely and absolutely all such other duties (including fiduciary duties) and liabilities relating thereto otherwise existing at law or in equity and further acknowledge and agree that this Section 5.4 and the other provisions of this Article V are fundamental elements to the agreement of the Members to enter into this Agreement and without such provisions the Members would not have entered into this Agreement.

Section 5.5 Officers. The current officers of the Company are those individuals listed on Schedule 5.5 hereto.

(a) President. The Company shall have a President who shall be the chief executive officer of the Company and shall report directly to the Board of Directors. The duties of the President shall be those established by the Board of Directors and shall provide that the President shall have overall supervisory responsibility for the day-to-day operations and affairs of the Company. Unless the authority of the President is limited by the Board of Directors, the President shall have the same authority to act for the Company as the President

of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority.

(b) Other Officers. The Company shall have such other officers as shall be appointed by the Board, each having such titles as the Board shall deem appropriate (which may include but need not be limited to Chairman, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or Assistant Secretary) with such powers and duties as the Board shall determine in its discretion, which may include any power or duty that the Board is authorized to exercise hereunder. Unless the authority of an officer is limited by the Board of Directors, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority. Without limiting the authority of the Board to delegate to other Persons as herein provided, the Board may delegate to any officer of the Company such authority to act on behalf of the Company as the Board may from time to time determine in its discretion. The salaries or other compensation, if any, of the officers of the Company shall be fixed from time to time by the Board. The Board shall not be responsible for any misconduct or negligence on the part of any officer, agent or other Person to whom authority is delegated, provided that such Person was appointed by the Board in good faith in accordance with the terms of this Agreement including Section 5.2.

Section 5.6 Reliance on Books and Records; Experts. The Board shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its Directors, Members or its officers, employees or committees, or by any other Person as to matters the Board believes in good faith are within such other Person's professional or expert competence and who has been selected in good faith by or on behalf of the Company (including information, opinions, reports or statements as to the value and the amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions might properly be paid). In addition, the Board may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors selected by them, and any opinion of any such Person as to matters that the Board believes in good faith to be within such Person's professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Board hereunder in good faith and in accordance with such opinion.

Section 6.1 General Limitation of Liability. Notwithstanding any other provision of this Agreement, whether express or implied, or any obligation or duty at law or in equity (including fiduciary duties), no Director or officer of the Company or any of its Subsidiaries shall be liable to the Company or any Member for any act or omission of such person in good faith reliance on the provisions of this Agreement or for any other act or omission (including, for

the avoidance of doubt, acts or omissions constituting negligence) taken in connection with the Company's business unless such act or omission was not undertaken in good faith and was not with due care ("Disabling Conduct"). For the avoidance of doubt, the Members acknowledge and agree that under no circumstances will the good faith exercise by the Board (or any Director) of any of the Board's rights under Article V including its rights under Section 5.2 constitute Disabling Conduct.

Section 6.2 Indemnification of Directors and Other Indemnified Persons.

(a) General Obligations of the Company. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Director and officer of the Company (each a "Covered Person") from and against any and all losses, claims, demands, liabilities, expenses (including all legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative in nature, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of (i) being a Director or officer of the Company or (ii) serving at the request of the Company or the Board with another Person in a similar capacity, that relate to or arise out of the property, business or affairs of the Company, and regardless of whether the liability or expense accrued at or relates to, in whole or in part, any time before, on or after April 6, 2006 (including, for the avoidance of doubt, claims and losses relating to or arising out of the negligence of such Covered Person so long as such Covered Person acted in good faith and in a manner such Covered Person believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action, such Covered Person had no reasonable cause to believe that his/her conduct was unlawful). The negative disposition of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Covered Person acted in a manner that disqualifies him/her from receiving indemnification pursuant to this
Section 6.2. Any indemnification pursuant to this Section 6.2(a) shall be made only out of the assets of the Company.

(b) Advances. To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 6.2.

(c) Non-Exclusivity. The indemnification provided by this
Section 6.2 shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, by law or otherwise, both as to action in the Covered Person's capacity as a Director, or an officer, employee, representative or agent of the Company and as to action in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit

of the heirs, successors, assigns, administrators and personal representatives of a Covered Person.

(d) Insurance. The Company may purchase and maintain insurance, to the extent and in such amounts as the Board shall determine on behalf of Covered Persons and such other Persons, if any, as the Board shall determine in its discretion, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with activities of the Company or such indemnitees, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. The Board may authorize the Company to enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 6.2 and containing such other procedures regarding indemnification as the Board determines in its discretion.

(e) No Personal Liability of Members. In no event may any Covered Person subject the Members to personal liability by reason of any indemnification of a Covered Person under this Agreement or otherwise. Any indemnification by the Company as authorized by this
Section 6.2 shall in no event result in any liability of the Members to any Party.

(f) Conflicts of Interest. A Covered Person shall not be denied indemnification in whole or in part under this Section 6.2 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction is otherwise permitted by the terms of this Agreement.

(g) Beneficiaries. The provisions of this Section 6.2 are for the benefit of the Covered Persons and their heirs, successors, permitted assigns, administrators and personal representatives and shall not be deemed to be for the benefit of any other Persons. The provisions of this Section 6.2 shall not be amended in any way that would adversely affect a Covered Person without the consent of the Covered Person unless such amendment would have prospective application only in which case the consent of the Covered Person shall not be required provided the Covered Person has received notice of such amendment.

(h) Limitation on Indemnification. Notwithstanding the foregoing provisions of this Article VI, the Company shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board; provided, however, that a Covered Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Covered Person to enforce his or her right to indemnification or advancement of expenses under the provisions of this Article VI to the extent the Covered Person is successful on the merits in such proceeding (or part thereof).

Section 6.3 Transfer Taxes. Drilling Corp. shall be liable for and shall pay (and shall indemnify and hold harmless the Company, Leucadia and its Affiliates against) all sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges as levied by any governmental authority (including any interest and penalties) in connection with the consummation of the transactions contemplated under the Leucadia Contribution Agreement and the Owner Contribution Agreement.

Section 7.1 General Application. The rules set forth below in this Article VII shall be applied to determine each Member's allocable share of the items of income, gain, loss and deduction of the Company comprising Net Income or Net Loss for each Fiscal Year, special allocations of other items of income, gain, loss and expense, for the purpose of adjusting the balance of each Member's Capital Account. For each Fiscal Year, the special allocations in
Section 7.3 hereof shall be made immediately prior to the general allocations of
Section 7.2 hereof.

Section 7.2 General Allocations. Except as otherwise provided herein, the Members' allocable share of the items of income, gain, loss and deductions of the Company comprising Net Income or Net Loss for each Fiscal Year will be determined in accordance with their relative ownership of Units.

(a) Loss Limitation. Notwithstanding anything to the contrary contained in this Section 7.2, the amount of items of Company expense and loss allocated pursuant to this Section 7.2 to any Member shall not exceed the maximum amount of such items that can be so allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. All such items in excess of the limitation set forth in this Section 7.2(a) shall be allocated first to Members who would not have an Adjusted Capital Account Deficit, pro rata in proportion to their Capital Account balances, adjusted as provided in sub-paragraphs (a) and (b) of the definition of Adjusted Capital Account Deficit, until no Member would be entitled to any further allocation, and thereafter to all of the Members, pro rata, in accordance with the Capital Contributions of each such Member.

(b) No Deficit Restoration Obligation. Except as otherwise agreed to by the Members, at no time during the term of the Company or upon dissolution and liquidation thereof shall such Member with a negative balance in its Capital Account have any obligation to the Company or the other Members to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

Section 7.3 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. If there is a net decrease during a Fiscal Year in either Company Minimum Gain or Member Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Article VII, each Member shall receive such special allocations of items of Company income and gain as are required in order to conform to Regulations Section 1.704-2.

(b) Qualified Income Offset. Subject to Section 7.3(a) hereof, but notwithstanding any other provision of this Article VII, items of income and gain shall be specially allocated to the Members in a manner that complies with the "qualified income offset" requirement of Regulations Section 1.704-1(b)(2)(ii)(d)(3).

(c) Deficit Capital Accounts Generally. If a Member has a deficit Capital Account balance at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Member is then obligated to restore pursuant to this Agreement and (ii) the amount such Member is then deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member shall be specially allocated items of Company income and gain in an amount of such excess as quickly as possible; provided, however, that any allocation under this Section 7.3(c) shall be made only if and to the extent that a Member would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article VII have been tentatively made as if this
Section 7.3(c) were not in this Agreement.

(d) Deductions Attributable to Member Nonrecourse Debt. Any item of Company loss or expense that is attributable to Member Nonrecourse Debt shall be specially allocated to the Members in the manner in which they share the economic risk of loss (as defined in Regulations Section 1.752-2) for such Member Nonrecourse Debt.

(e) Allocation of Nonrecourse Deductions. Each Nonrecourse Deduction of the Company shall be specially allocated to all of the Members in proportion to their Capital Contributions.

The allocations pursuant to Sections 7.3(a), (b) and (c) hereof shall be comprised of a proportionate share of each of the Company's items of income and gain. The amounts of any Company income, gain, loss or deduction available to be specially allocated pursuant to this Section 7.3 shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (e) of the definition of Net Income and Net Loss.

Section 7.4 Allocation of Nonrecourse Liabilities. For purposes of determining each Member's share of Nonrecourse Liabilities, if any, of the Company in accordance with Regulations Section 1.752-3(a)(3), the Members' interests in Company profits shall be determined in the same manner as prescribed by Section 7.3(e) hereof.

Section 7.5 Allocations on the Assignment of an Interest or Admission of Additional Member. In the event of an Assignment of Units or the admission of an Additional Member (in accordance with the provisions of this Agreement), in each case, at any time other than the end of a Fiscal Year, the shares of items

of Net Income or Net Loss and specially allocated items allocable to the Units assigned shall be allocated between the assignor and the assignee, or between the existing Members and the additional Member, in a manner determined by the Tax Matters Member that is not inconsistent with the applicable provisions of the Code and Regulations.

Section 7.6 Tax Allocations.

(a) Section 704(b) Allocations.

(i) Subject to Section 7.6(b) hereof, for federal income tax purposes, each item of income, gain, loss, or deduction that corresponds to an item of income, gain, loss or expense that is either taken into account in computing Net Income or Net Loss or is specially allocated pursuant to Section 7.3 hereof (a "Book Item") shall be allocated among the Members in the same proportion as the corresponding Book Item is allocated among them pursuant to Section 7.2 or 7.3 hereof.

(ii) If the Company recognizes Depreciation Recapture (as defined below) in respect of the sale of any Company asset,

(A) the portion of the gain on such sale which is allocated to a Member pursuant to Section 7.2 or Section 7.3 hereof shall be treated as consisting of a portion of the Company's Depreciation Recapture on the sale and a portion of the balance of the Company's remaining gain on such sale under principles consistent with Regulations Section 1.1245-1; and

(B) if, for federal income tax purposes, the Company recognizes both "unrecaptured Section 1250 gain" (as defined in Section 1(h) of the Code) and gain treated as ordinary income under Section 1250(a) of the Code in respect of such sale, the amount treated as Depreciation Recapture under Section 7.6(a)(ii)(A) hereof shall be comprised of a proportionate share of both such types of gain.

(iii) For purposes of Section 7.6(a)(ii) hereof, "Depreciation Recapture" means the portion of any gain from the disposition of an asset of the Company which, for federal income tax purposes (a) is treated as ordinary income under Section 1245 of the Code; (b) is treated as ordinary income under Section 1250 of the Code; or (c) is "unrecaptured Section 1250 gain" as such term is defined in
Section 1(h) of the Code.

(b) Section 704(c) Allocations. In the event any property of the Company is credited to the Capital Account of a Member at a value other than its tax basis (whether as a result of a contribution of such property or a revaluation of such property pursuant to sub-paragraph
(b) of the definition of "Gross Asset Value"), then allocations of

taxable income, gain, loss and deductions with respect to such property shall be made in a manner which shall comply with Code Sections 704(b) and 704(c) and the Regulations thereunder. The Company, as determined by the Tax Matters Member, subject to Section 5.1(b)(iii)(B), may make, or not make, "curative" or "remedial" allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to:

"curative" allocations which offset the effect of the "ceiling rule" for a prior Fiscal Year (within the meaning of Regulations Section 1.704-3(c)(3)(ii)); and

"curative" allocations from dispositions of contributed property (within the meaning of Regulations
Section 1.704-3(c)(3)(iii)(B)).

It is understood that the Tax Matters Member shall make either "curative" or remedial allocations with respect to the items of property contributed to the Company pursuant to the Leucadia Contribution Agreement and the Owners Contribution Agreement.

(c) Credits. All tax credits shall be allocated among the Members as determined by the Tax Matters Member, subject to Section 5.1(b)(iii)(B), consistent with applicable law.

The tax allocations made pursuant to this Section 7.6 shall be solely for tax purposes and shall not affect any Member's Capital Account or share of non-tax allocations or distributions under this Agreement.

Section 8.1 Books and Records. To the fullest extent permitted by the Delaware Act (including any amendment thereto), (i) the Company shall maintain only those books and records which are appropriate and in which shall be entered all such transactions and other matters relative to the Company's operations, business and affairs as are usually entered into records and books of account that are maintained by persons engaged in business of like character and are required by the Delaware Act and (ii) the books and records maintained by the Company shall be maintained in such manner as the Board shall determine in its discretion/ accordance with generally accepted accounting principles. Without limiting the foregoing, the Company shall provide to Leucadia (for the benefit, and on behalf, of the Class A Member and any other Affiliate of Leucadia that holds Units from time to time or at any time) the information set forth on Schedule 8.1 within the timeframes specified therein. Any fees and expenses of the Company's auditors in connection with its audit of the Company or otherwise shall be borne by the Company as an ordinary expense of its business.

Section 8.2 Access to Books and Records. Each Member shall have free access during normal business hours to discuss the operations and business of the Company with the Officers of the Company, and to inspect, audit or make

copies of all books, records and other information relative to the operations and business of the Company at its own expense, subject to reasonable confidentiality agreements that the Board of Directors may impose.

Section 8.3 Reports to Members. As promptly as practicable after the end of each Fiscal Year, each Member shall be supplied with a Schedule K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member's Federal income tax returns, including a statement showing each Member's share of the Company's income, gain or loss, expense and credits for such Fiscal Year for Federal income tax purposes.

Section 8.4 Tax Returns. The Tax Matters Member, at the expense of the Company, shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other foreign, state and local tax returns in each jurisdiction in which the Company is required to file tax returns.

Section 8.5 Tax Matters Member.

(a) Designation. Owner is hereby designated as the tax matters partner within the meaning of Section 6231(a)(7) of the Code ("Tax Matters Member"). In such capacity, Owner shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner to the extent provided in the Code and the Regulations.

(b) State and Local Tax Law. If any state or local tax law provides for a tax matters partner or person having similar rights, powers, authority or obligations, the Tax Matters Member shall also serve in such capacity. In all other cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed by law.

(c) Expenses of the Tax Matters Member. Expenses incurred by Owner as the Tax Matters Member or in a similar capacity as set forth in this Section 8.04(b) shall be borne by the Company. Such expenses shall include, without limitation, fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out of pocket costs.

(d) Effect of Certain Decisions by Tax Matters Member. Any decisions made by the Tax Matters Member, including, without limitation, whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such contest shall be made in accordance with Section 5.1(b)(ii)(K).

(e) Consolidated Audit Rules. In furtherance of the foregoing, in the event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234 during any taxable year, the Members hereby agree to sign an election pursuant to Code Section

6231(a)(1)(B)(ii) to be filed with the Company's federal income tax return for such taxable year to have such consolidated audit rules apply to the Company.

Section 8.6 Accounting Methods; Elections. The Tax Matters Member shall determine the accounting methods and conventions to be used in the preparation of the Company's tax returns and shall make any and all elections under the tax laws of the United States and any other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company's tax returns. The Tax Matters Member may not, however, cause the Company to be treated other than as a partnership for Federal income tax purposes.

Section 9.1 Confidentiality Covenants. Each Member, Leucadia Affiliate and Restricted Affiliate agrees that it will treat and hold as confidential (and not disclose or provide access to any Person other than such Member's, Leucadia Affiliate's or Restricted Affiliate's attorneys or accountants, without the prior written consent of the Company) and such Member, Leucadia Affiliate or Restricted Affiliate will cause its Affiliates, officers, managers, partners, employees and agents to treat and hold as confidential (and not divulge, provide access to any Person, or use to the detriment of the Company without the prior written consent of the Board) all information relating to (i) the business of the Company and its Subsidiaries and (ii) any patents, inventions, designs, know-how, trade secrets or other intellectual property or information relating to the Company and its Subsidiaries that is of a proprietary nature or the secrecy of which provides a material, competitive, or economic advantage to the Company or the Board, in each case excluding (A) information in the public domain when received by such Member, Leucadia Affiliate or Restricted Affiliate or thereafter in the public domain through sources other than such Member, Leucadia Affiliate or Restricted Affiliate, (B) information lawfully received by such Member, Leucadia Affiliate or Restricted Affiliate from a third party not subject to a confidentiality obligation and (C) information developed independently by such Member, Leucadia Affiliate or Restricted Affiliate. The obligations of the Members, Leucadia Affiliates and Restricted Affiliates hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law; provided, however, that prior to disclosing such confidential information to any party, a Member, Leucadia Affiliate or Restricted Affiliate shall notify the Company thereof, which notice shall include the basis upon which such Member, Leucadia Affiliate or Restricted Affiliate believes the information is required to be disclosed. This Section 9.1 shall survive for a period of three years with respect to any Member, Leucadia Affiliate or Restricted Affiliate that for any reason ceases to be a Member, Leucadia Affiliate or Restricted Affiliate (as applicable) of the Company and for a period of three years after any dissolution of the Company. The provisions of this Section 9.1 shall be enforceable by any and all remedies available at law and in equity, including, but not limited to, damages and injunctive relief.

Section 10.1 Distributions on Units. Subject to Section 5.1(b), the Board may declare and make Distributions in respect of Units in such amounts and at such times as it shall determine. Any such distribution shall be made pro rata in accordance with the Units owned.

Section 10.2 Tax Distributions. On or prior to the making of any Distributions pursuant to Section 10.1, the Board of Directors shall cause the Company to distribute quarterly to the Members an amount designed to assist the Members in satisfying their tax liability attributable to allocations of income, gain, loss, deduction and credit of the Company in any fiscal year for which such an allocation is required (a "Tax Distribution"). Any such Tax Distribution shall be made pro rata in accordance with the Units owned. In determining the amount of any Tax Distribution, it shall be assumed that each Member is subject

to tax at the highest marginal effective rate of federal, state and local income tax applicable to a corporate resident in New York, New York. The principles of computation set forth in this Section 10.2 shall apply to each Member, notwithstanding that any given Member may not generally be subject to tax under the Code or applicable provisions of state or local tax law.

Section 10.3 Special Equity Distribution. Subject to the provisions of
Section 10.4 hereof, when the Company's total outstanding Indebtedness is equal to or less than $40,000,000 (the "Debt Goal"), the Company will declare and pay as promptly as practicable a one-time Distribution of up to the lesser of (x) $15,000,000 and (y) the net amount of After-Tax Free Cash Flow generated in the three fiscal months immediately following the Company's realization of the Debt Goal, which Distribution shall be paid as permitted under the terms of the Loan Agreement (including at such time as permitted to be paid thereunder) and shall be made pro rata in accordance with the Units owned.

Section 10.4 Limitation on Distributions. Notwithstanding any provision to the contrary contained in this Agreement other than Article XIV relating to distribution of the Company's assets on liquidation, the Company shall make Distributions to Members only out of funds legally available therefor and only to the extent the Company has available surplus (surplus to be determined in accordance with Section 154 of the General Corporation Law of the State of Delaware ("Section 154") as if the Company were a Delaware corporation; provided that for purposes of the application of Section 154, the term `capital' as used therein shall mean, at any time of determination, an amount equal to $.01 per Unit issued by the Company (or other security that may from time to time be issued by the Company unless otherwise determined by the Board in its discretion at the time of issuance of such other security)). Any scheduled Distribution which is not made by reason of the provisions of this Section 10.4 shall instead be made as soon as practicable after the making of such Distribution would not violate the provisions of this Section 10.4.

Section 10.5 Declaration of Distributions. Each Distribution payable to holders of Units of the Company as provided in this Article X and in Article XIV shall first be declared by the Board prior to the payment thereof, and may be declared on, or not more than 45 days prior to, the date the distribution is to be made. A record holder of the Units or other applicable securities on the declaration date of a Distribution shall be entitled to receive such Distribution and, subject to applicable law, such holder shall have the status of, and shall be entitled to all remedies available to, a creditor of the Company with respect to the Distribution.

Section 11.1 Unit Restrictions.

(a) Prohibited Transfers. Members may not Transfer all or any of its Units until the Leucadia Loan is paid in full, provided, however, notwithstanding the foregoing, that:

(i) a Member may Transfer any or all of its Units to a Permitted Transferee;

(ii) a Member may pledge any or all of its Units to secure the Leucadia Loan; and

(iii) any foreclosure of the pledge of Units referred to in Section 11.1(a)(ii) on the Leucadia Loan is permitted.

Neither Owner nor any Restricted Affiliate shall (A) enter into any statutory exchange, merger, amalgamation, consolidation or other business combination or any capital reorganization of Owner or such Restricted Affiliate, (B) issue or Transfer, or permit the Transfer of, any capital stock, membership interest or other equity securities in Owner or such Restricted Affiliate or any options, warrants or other securities convertible into or exchangeable for capital stock, membership interests or other equity securities in Owner or such Restricted Affiliate or (C) Transfer all or substantially all of the assets of Owner or such Restricted Affiliate in a single transaction or series of related transactions, without Owner first providing the other Members a right of first refusal on the terms set forth in Section
11.1(b) (whether or not the Leucadia Loan is paid in full at such time) and with the offer price for such capital stock, membership interest or other equity securities deemed to be the consideration that is attributable to such Units that Owner or such Restricted Affiliate is entitled to receive in connection with any such transaction; provided, however, that the foregoing shall not prohibit Owner or any Restricted Affiliate from engaging in any transaction described or set forth in such foregoing clauses (A), (B) or (C) solely with one or more Permitted Transferees of Owner or such applicable Restricted Affiliate. Any transaction by a Restricted Affiliate in contravention of the immediately preceding sentence shall be deemed to a Transfer by Owner of a like portion of its Units and Owner shall be required to comply with the provisions of Sections 11.1(b) and 11.1(c) (whether or not the Leucadia Loan is paid in full at such time) with respect to such Units.

(b) Right of First Refusal.

(i) Subject to Section 11.1(a), if either any holder of Class A Units, on one hand, or any holder of Class B Units, on the other hand (each a "Selling Unitholder"), shall propose to Transfer (the "Proposed Disposition") any Units (the "Offered Units") owned by it or any of its Affiliates after the Leucadia Loan is paid in full pursuant to the terms of a bona fide offer received from a Third Party (the "Third Party Purchaser"), not less than 30 days prior to such Proposed Disposition, such Selling Unitholder shall promptly reduce the terms and conditions of the Proposed Disposition to a reasonably detailed writing, which shall identify the Third Party Purchaser, and shall deliver written notice (the "Disposition Notice") of such Proposed Disposition to the Members holding the class of Units which are not the same class as the Offered Units (each of such other Members, an "Offeree"). The Disposition Notice shall contain an

irrevocable offer to sell the Offered Units to the Offeree upon the same terms (including price) and subject to the same conditions as those contemplated by the Proposed Disposition (except that if any of the consideration therefor shall be other than cash, such offer shall be for cash consideration equal to the fair market value of such non-cash consideration), and shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the Proposed Disposition or such written summary thereof if there is no agreement. Each of the Offerees shall have the irrevocable right and option, within fifteen (15) days after receipt of the Disposition Notice (the "Notice Period"), to accept such irrevocable offer to purchase his or her respective pro rata portion (described below) of the Offered Units at the same price and subject to the same material terms and conditions as described in the Disposition Notice. Each of the Offerees may exercise such purchase option, and, thereby, purchase all or any portion of such Offeree's pro rata share (with any reallotments as provided below) of the Offered Units, only by notifying the Selling Unitholder in writing, before expiration of the Notice Period as to the number of such Offered Units which such Offeree wishes to purchase (the "Right of First Refusal"). Each Offeree's pro rata share of the Offered Units shall be a fraction of the Offered Units, of which the number of Class A Units or Class B Units, as the case may be, held and issued to such Offeree on the date of the Disposition Notice (the "Notice Date") shall be the numerator and the total number of Class A Units or Class B Units, as the case may be, held by all Offerees on the Notice Date shall be the denominator. Following the expiration of the Notice Period, the Selling Unitholder shall provide written notice to the participating Offerees stating the number of Units that the other Offerees have failed to purchase pursuant to their Right of First Refusal and each Offeree shall have a right of overallotment such that, if any other Offeree fails to exercise the right to purchase its full pro rata share of the Offered Units, the other participating Offerees may, before the date ten (10) days following receipt of such written notice from the Selling Unitholder, exercise an additional right to purchase, on a pro rata basis, the Offered Units not previously purchased by so notifying the Selling Unitholder, in writing, within such ten
(10) day period. If an Offeree gives the Selling Unitholder notice that it desires to purchase its share and, as the case may be, its overallotment, then payment for the Offered Units shall be by check or wire transfer, or in such other form as is consistent with the consideration described in the Disposition Notice, against delivery of the Offered Units to be purchased, unless otherwise agreed, at the executive offices of the Company, within twenty (20) Business Days after the election by the Offeree to purchase the Offered Units in accordance with this Section 11.1(b).

(ii) If the Offerees fail to purchase all of the Offered Units by exercising the options granted in this
Section 11.1(b) within the periods provided, then no closing

of any Transfer shall occur hereunder, and the Selling Unitholder shall have 60 days in which to complete the Proposed Disposition of any of the Offered Units to the Third Party Purchaser named in the Disposition Notice at a price not less than that contained in the Disposition Notice and on terms and conditions not more favorable to the Third Party Purchaser than those contained in the Disposition Notice. Such Third Party Purchaser, however, shall agree in writing to be bound by all of the provisions and conditions of this Agreement that are applicable to the Selling Unitholder as though the Third Party Purchaser had been an original signatory hereto. If, at the end of such 60 day period, the Selling Unitholder has not completed the disposition of the Offered Units, the Selling Unitholder shall no longer be permitted to Transfer such Offered Units pursuant to this
Section 11.1(b) without again fully complying with all of the provisions of this Section 11.1(b), and all the restrictions on Transfer contained in this Agreement shall again be in full force and effect with respect to the Offered Units.

(iii) The obligation of the parties hereto to consummate the closing of any sale of Offered Units shall be subject to the Offeree having received (A) all material consents, permits, licenses, orders or other approvals necessary for the Transfer thereof, (B) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (C) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining the consummation of any such transaction shall be in effect. Notwithstanding anything to the contrary contained herein, if (X) any waiting period under the HSR Act applicable to the consummation of any such transaction pursuant to this Section 11.1(b) shall not have expired or been terminated, (Y) any preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining the consummation of any such transaction shall be in effect or (Z) any material approvals have not been obtained, in any case, as of the date specified in this
Section 11.1(b) for the consummation of such transaction, such date shall be deemed to be five (5) Business Days following the later to occur of (1) the expiration or termination of the applicable waiting period under the HSR Act, (2) the expiration or termination of such order or injunction and (3) the receipt of such material approvals; provided, however, that the closing for such transaction shall not be delayed more than 60 days after the date specified in the last sentence of Section 11.1(b)(i).

(c) Tag Along Rights.

(i) Participation Right. At least 10 days (but not more than 30 days) prior to any Transfer by any Member (or any of their Affiliates) of any Units, each Person making such

Transfer (the "Transferring Tag Along Member"), shall deliver a written notice (the "Sale Notice") to the Company and to the other Members (the "Other Members"), specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units to be Transferred and the terms and conditions of the Transfer. Each of the Other Members shall have the right (the "Tag-Along Right"), exercisable as set forth below, to sell, pursuant to the proposed Transfer, such Other Member's Applicable Percentage (as defined below) of its Units on the same terms and conditions as apply to the Transferring Tag Along Member and shall execute and deliver all documents and instruments which are reasonably necessary or desirable to effectuate such sale so long as the terms and conditions of such documents and instruments are not different in any material respect from the documents and instruments executed and delivered by the Transferring Tag Along Member, to the extent each such Other Member elects to exercise its Tag-Along Right. "Applicable Percentage" means the pro rata percentage of the total number of Units that are subject to the Sale Notice that each Other Member shall be entitled to Transfer, which pro rata percentage shall be the quotient obtained by dividing (i) the number of Units owned by such Other Member by (ii) the aggregate number of Units owned by all Members as of the date of determination. If the Other Members have not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 10-day period after delivery of the Sale Notice), then the Transferring Tag Along Member may Transfer the Units specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the date of the delivery of the Sale Notice. Any Transferring Tag Along Member's Units not Transferred within such 60-day period shall be subject to the provisions of this Section 11.1(c) upon subsequent Transfer.

(ii) Participation Procedure; Conditions. With respect to any Transfer subject to Section 11.1(c)(i), each Transferring Tag Along Member shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Members who have elected to participate in any contemplated Transfer, and no Transferring Tag Along Member shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Members, unless in connection with such Transfer, one or more of the Transferring Tag Along Members or their Affiliates purchase (on the same terms and conditions on which such Units were sold to the Transferee(s)) the number and class of Units from each Other Member while such Other Member would have been entitled to sell pursuant to Section 11.1(c)(i). Each Member Transferring Units pursuant to this Section 11.1(c) shall pay its Applicable Percentage of the expenses incurred by the Transferring Tag Along Member in connection with such Transfer and shall be obligated to join based on its pro rata share (based on each such holder's share of the aggregate proceeds paid with respect to its Units) in any indemnification or other obligations that the Transferring Tag Along Member agrees to provide in connection with such Transfer (other than

any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member's title to and ownership of Units); provided that unless the applicable prospective Transferee(s) permit a Member to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Members (based on each such holder's share of the aggregate proceeds paid with respect to its Units).

(d) Further Owner Transfer Obligation. In connection with the obligations of Owner under the terms of the Leucadia Contribution Agreement, Owner may not Transfer (including to any Permitted Transferee thereof) any of the Class B Units it shall receive in the Restructuring unless and except to the extent Owner shall obtain the express written assumption of the transferee in respect thereof, jointly and severally with Owner and any other transferee that may have received or may receive Class B Units from Owner, to the obligations of Owner under Article V of the Leucadia Contribution Agreement with respect to the Class B Units proposed to be Transferred; and any purported Transfer without such assumption shall be null and void.

Section 11.2 General Provisions.

(a) The Member or Restricted Affiliate (as the case may be) proposing to Transfer Units (including with respect to an indirect Transfer) or other securities of the Company (the "Transferring Member") and the Person to whom such Transfer is proposed to be made (the "Transferee") shall each execute, acknowledge and deliver to the Company such instruments of Transfer and assignment with respect to such Transfer and such other instruments and documents and shall provide such information as may be deemed necessary or desirable by, and in form and substance satisfactory to, the Board.

(b) The Transferee shall agree in writing to assume all of the obligations of the Transferring Member or Restricted Affiliate under this Agreement with respect to the Units or other securities of the Company subject to such Transfer.

(c) The Transferee shall execute a counterpart of this Agreement or other writing as determined by the Board in its discretion pursuant to which such Transferee agrees to be bound by all the terms and conditions of this Agreement.

(d) Any purported Transfer of Units (whether directly or indirectly) by any Member or Restricted Affiliate in contravention of this Agreement shall be null and void, and the Company agrees not to effectuate any such Transfer of Units.

Section 11.3 Substituted Member. Any Permitted Transferee of any Units or other security of the Company shall become a Member and shall be entitled to the rights of a Member under this Agreement or the Delaware Act and shall, upon the effectiveness of such Transfer in compliance with all requirements herein, be entitled to receive any Distributions that would otherwise be payable in respect of the Units or other securities of the Company subject to such Transfer. Without limiting the generality of the foregoing, any permitted Transferee of any Units or other security of the Company shall be entitled to any voting rights or rights to information relating to the Company provided to Members under this Agreement or the Delaware Act.

Section 12.1 Request for Registration.

(a) If there has been no Initial Public Offering within three years of April 6, 2006, the holders of the majority of the Class A Units (the "Requesting Holders") may request in writing (a "Demand Request") that the Company effect the registration under the Securities Act of all or part of their Registrable Units (a "Demand Registration"). Subject to the provisions of Section 12.9, upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission within 90 days after receiving a Demand Request (the "Required Filing Date"), such Registrable Units as may be requested by the Requesting Holders in their Demand Request. After an IPO, the Requesting Holders may request three (3) Demand Registrations. The Company will in no event be required to effect more than two Demand Registrations for holders of Class A Units in any one-year period; provided, however, that in no event may a Demand Request be made by the Requesting Holders sooner than 120 days following the Required Filing Date (as defined below) with respect to any previous Demand Request counted as a Demand Registration pursuant to the terms of this Section 12.1.

(b) A registration will not count as a Demand Registration until it has become effective (except with respect to the withdrawal by the Requesting Holders of all of their Registrable Units for such registration; provided, that the Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration on behalf of the Requesting Holders unless such holders pay all reasonable expenses actually incurred by the Company in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Units pursuant to a registration statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, such registration pursuant thereto will be deemed not to have been effected and will not count as a Demand Registration unless all of the Registrable Units covered by such registration have previously been sold.

(c) Unless the Requesting Holders shall otherwise elect, all Demand Registrations will be underwritten offerings. With respect to any offering of Registrable Units pursuant to a Demand Registration in the form of an underwritten offering, the Company shall use commercially reasonable efforts to select an investment banking firm or firms of national standing to manage the underwritten offering, subject to the consent of the Requesting Holders (which shall not be unreasonably withheld).

Section 12.2 Right to Piggyback; Cutbacks; Customary Agreements.

(a) Each time the Company proposes to register any Units (other than pursuant to (i) an Initial Public Offering, unless the Requesting Holders are permitted to sell Units in such Initial Public Offering, or (ii) an Excluded Registration) under the Securities Act for sale to the public (whether for its own account or for the account of any Member) and the form of registration statement to be used permits the registration of Registrable Units, the Company shall give prompt written notice to each Member holding Registrable Units (which notice shall be given not less than twenty (20) days prior to the filing date of such registration statement), which notice shall offer each such Member the opportunity to register such number of Registrable Units as each such Member may request (a "Piggyback Registration"). Subject to Section 12.3 below, the Company shall include in each Piggyback Registration all Registrable Units requested to be included in the registration statement for such offering by written notice to the Company within ten (10) days after receipt of the notice referred to in the immediately preceding sentence. Any Member shall have the right to withdraw all or part of such Member's Registrable Units from a Piggyback Registration at any time prior to the effective date thereof by giving written notice to the Company of such withdrawal.

(b) The Company shall use commercially reasonable efforts to cause the managing underwriter of a proposed underwritten offering to permit the Registrable Units requested to be included in the registration statement for such offering (the "Piggyback Units") to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter advises the Company that in its opinion the total amount of securities, including Piggyback Units, to be included in such offering is sufficiently large to materially and adversely affect the price or success of the offering (a "Material Adverse Effect"), then in such event the securities to be included in such offering shall be allocated as follows: (i) first, to the Company, and (ii) second, to the Requesting Holders and the Owner and their Permitted Transferees, pro rata on the basis of the number of Registrable Units then held by each such Member.

(c) No Member may participate in any Piggyback Registration unless such Member (x) agrees to sell such Member's Registrable Units on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Member shall be required to make any representations or warranties in connection

with any such registration other than representations and warranties as to (i) such Member's ownership of his or its Registrable Units free and clear of all liens, claims and encumbrances, (ii) such Member's power and authority to effect such sale, and (iii) such matters pertaining to such Member as it relates to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Member to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Members selling Registrable Units, and the liability of each such Member will be in proportion to the number of Registrable Units sold, and provided, further, that such liability will be limited to the net amount received by such Member from the sale of such Member's Registrable Units pursuant to such Piggyback Registration.

Section 12.3 Holdback Agreement. Unless the managing underwriter otherwise agrees, each of the Company and the Members agrees (and the Company agrees, in connection with any underwritten registration, to use its commercially reasonable efforts to cause its Affiliates to agree) not to effect any public sale or private offer or distribution of any Units during the ten
(10) Business Days prior to the effectiveness under the Securities Act of any underwritten registration and during such time period (not to exceed 180 days) after the effectiveness under the Securities Act of any underwritten registration (except, as applicable, as part of such underwritten registration) as required by the managing underwriter or the Company. Notwithstanding the foregoing, this Section 12.3 shall not apply unless all then officers and directors of the Company, and each Member representing 1% or more of the outstanding Units of the Company, enter into similar agreements. Any discretionary waiver or termination of the requirements under the foregoing provisions made by the managing underwriter shall apply to each seller of Registrable Units on a pro rata basis in accordance with the number of Registrable Securities held by each seller.

Section 12.4 Registration Procedures. Whenever any Member has requested that any Registrable Units be registered pursuant to Section 12.1 or 12.2, the Company will, at its expense, use commercially reasonable efforts to effect the registration of such Registrable Units under the Securities Act, and in connection with any such request, the Company will as expeditiously as practicable:

(a) prepare and file with the Commission a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Units to be registered thereunder in accordance with the intended method of distribution thereof, and use commercially reasonable efforts and proceed diligently and in good faith to cause such filed registration statement to become effective under the Securities Act; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to all Selling Members and to one counsel reasonably acceptable to the Company selected by the Selling Members, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used

in connection therewith as may be necessary to keep such registration statement effective for a period (except as provided in the last paragraph of this Section 12.4) of not less than 180 consecutive days or, if shorter, the period terminating when all Registrable Units covered by such registration statement have been sold (but not before the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended method of disposition by the Selling Members thereof set forth in such registration statement;

(c) furnish to each such Selling Member such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Member may reasonably request in order to facilitate the disposition of the Registrable Units owned by such Selling Member;

(d) notify the Selling Members promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state law, (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations or warranties of the Company or any Subsidiary contained in any agreement (including any underwriting agreement) contemplated by Section 12.4(i) below cease to be true and correct in any material respect, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;

(e) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Units for sale in any jurisdiction, at the earliest practicable moment;

(f) cooperate with the Selling Members and the managing underwriter to facilitate the timely preparation and delivery of certificates representing Registrable Units to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depositary Trust Company;

(g) use commercially reasonable efforts to register or qualify such Registrable Units as promptly as practicable under such other securities or blue sky laws of such jurisdictions as any Selling Member or managing underwriter reasonably (in light of the intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Member or managing underwriter to consummate the disposition in such jurisdictions of the Registrable Units owned by such Selling Member; provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (g), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

(h) use commercially reasonable efforts to cause such Registrable Units to be registered with or approved by such other governmental agencies or authorities, if any, as may be required of the Company to enable the Selling Member or Selling Members thereof to consummate the disposition of such Registrable Units;

(i) enter into customary agreements (including an underwriting agreement in customary form with customary indemnification provisions) and take such other actions as are reasonably required or advisable in order to expedite or facilitate the disposition of such Registrable Units, including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Units, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show;

(j) make available for inspection by any Selling Member of such Registrable Units, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any such Selling Member or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspectors in connection with such registration statement. Each Selling Member of such Registrable Units agrees that information obtained by it as a result

of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such is made generally available to the public (other than by such Selling Member). Each Selling Member of such Registrable Units further agrees that it will, as soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records deemed confidential;

(k) use commercially reasonable efforts to obtain a comfort letter or comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter reasonably requests;

(l) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;

(m) use commercially reasonable efforts to cause all such Registrable Units to be listed on each securities exchange on which similar securities issued by the Company are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted;

(n) if any event contemplated by Section 12.4(d)(vi) above shall occur, as promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of the Registrable Units, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(o) cooperate and assist in any filing required to be made with the National Association of Securities Dealers, Inc. and in the performance of any due diligence investigation by any underwriter, including any "qualified independent underwriter," or any Selling Member.

The Company may require each Selling Member to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Units as it may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything herein to the contrary, the Company shall have the right to exclude

from any offering the Registrable Units of any Selling Member who does not comply with the provisions of the immediately preceding sentence.

Each Selling Member severally agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 12.4(n) hereof, such Selling Member will forthwith discontinue disposition of Registrable Units pursuant to the registration statement covering such Registrable Units until such Selling Member's receipt of the copies of the supplemented or amended prospectus contemplated by Section 12.4(d)(vi) hereof, and, if so directed by the Company, such Selling Member will deliver to the Company all copies, other than permanent file copies, in such Selling Member's possession at the time of receipt of such notice, of the most recent prospectus covering such Registrable Units. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Section 12.4(d)(vi) hereof to the date when the Company shall make available to the Selling Members of Registrable Units covered by such registration statement a prospectus supplemented or amended to conform with the requirements of Section 12.4(n) hereof.

Section 12.5 Registration Expenses. In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses (the "Registration Expenses"): (a) all registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system if the Company shall choose, or be required pursuant to Section 12.4(m), to list such Registrable Units, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Units),
(c) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (d) security engraving and printing expenses, (e) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (f) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 12.4(k) hereof), (g) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (h) reasonable fees and expenses of one counsel reasonably acceptable to the Company selected by the Selling Members incurred in connection with the registration of such Registrable Units hereunder, (i) costs of printing and producing any agreements among underwriters, underwriting agreements, any "blue sky" or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Units, (j) transfer agents' and registrars' fees and expenses and the fees and expense of any other agent or trustee appointed in connection with such offering, (k) expenses of the Company relating to any analyst or investor presentations or any "road shows" undertaken

in connection with an underwritten offering of the Registrable Units, (l) any other fees and disbursements of underwriters customarily paid by issuers or sellers of securities, excluding any underwriters discounts and commissions attributable to the sale of Registrable Units, and (m) fees and expenses of any "qualified independent underwriter", including fees and expenses of counsel thereto, and fees and expenses payable in connection with any ratings of the Registrable Units, including expenses relating to any presentations to rating agencies. The Company shall not have any obligation to pay any underwriting fees, discounts, or commissions attributable to the sale of Registrable Units or, except as provided by clause (b), (h) or (i) above, any out-of-pocket expenses of the Selling Members (or the agents who manage their accounts) or the fees and disbursements of any underwriter.

Section 12.6 Indemnification; Contribution.

(a) The Company agrees to indemnify and hold harmless each Selling Member, each Person, if any, who controls such Selling Member within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, agents, general and limited partners, members (for Selling Members that are limited liability companies) and employees of each Selling Member and each such controlling Person from and against any and all losses, claims, damages, liabilities (joint or several), and expenses (including reasonable costs of investigation and attorneys' fees) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Units or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon and in conformity with, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Member or on such Selling Member's behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Units, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Members provided in this Section 12.6(a).

(b) Each Selling Member agrees to indemnify and hold harmless each other Selling Member, the Company, and each Person, if any, who controls the Company or such Selling Member within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, agents, general and limited partners, members (for Selling Members that are limited liability companies) and employees of each other Selling Member, the Company and each such controlling Person to the same extent as the foregoing indemnity from the Company to such Selling Member, but only with respect to information furnished in writing by such Selling Member or on such Selling Member's behalf expressly for use in any registration statement or prospectus relating to the Registrable Units. The liability of any Selling Member under this Section 12.6(b) shall be limited to the aggregate cash and property received by such Selling Member pursuant to the sale of Registrable Units covered by such registration statement or

prospectus. Each Selling Member also agrees, if requested by the Company, to indemnify any underwriters of the Registrable Units, their officers, directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 12.6(b).

(c) If any action or proceeding (including any governmental investigation) shall be brought or asserted against any Person entitled to indemnification under Section 12.6(a) or 12.6(b) above (an "Indemnified Party") in respect of which indemnity may be sought from any Person who has agreed to provide such indemnification under Section 12.6(a) or 12.6(b) above (an "Indemnifying Party"), the Indemnified Party shall give prompt written notice to the Indemnifying Party and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable expenses of such defense. Such Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses or (ii) the Indemnifying Party fails promptly to assume the defense of such action or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party (or an Affiliate of the Indemnifying Party), and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, or there is a conflict of interest on the part of counsel employed by the Indemnifying Party to represent such Indemnified Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable at any time for the fees and expenses of more than one separate firm of attorneys (together in each case with appropriate local counsel). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent (which consent will not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party shall indemnify and hold harmless such Indemnified Party from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such action or proceeding for which such Indemnified Party would be entitled to indemnification hereunder.

(d) If the indemnification provided for in this Section 12.6 is unavailable to the Indemnified Parties in respect of any losses, claims, damages, liabilities or judgments referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Parties, shall contribute to the amount paid or payable by such Indemnified Parties as a result of such losses, claims, damages, liabilities and judgments as between the Company on the one hand and each Selling Member on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each Selling Member in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of each Selling Member on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Person, and the Person's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Selling Members agree that it would not be just and equitable if contribution pursuant to this Section 12.6(d) were determined by any method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 12.6(d), no Selling Member shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Units of such Selling Member were offered to the public (less any underwriting discounts or commissions) exceeds the amount of any damages which such Selling Member has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 12.7 Current Public Information. Following the Company's IPO, with a view to making available to the Members the benefits of certain rules and regulations of the Commission that may at any time permit the sale of securities to the public without registration, the Company agrees to use its best efforts to:

(a) make and keep public information available, as those terms are defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any Member, so long as such Member owns any Registrable Units, upon request by such Member, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Member may reasonably request in availing itself of any rule or regulation of the Commission allowing a Member to sell any such securities without registration.

Section 12.8 Conversion of Company. In the event the managing underwriter of a proposed initial public offering of the Company, which has been approved by the Board of Directors of the Company, advises the Company that it would be advisable to convert the Company to corporate form, the Members and the Board of Directors shall take all action reasonably required to so convert the Company, and shall enter into a registration rights agreement on substantially similar terms and conditions set forth in this Article XII, and such other agreements as shall be reasonably required to implement the foregoing.

Section 12.9 Exit Sale Right. In the event that there has been no Initial Public Offering and the Requesting Holders make a Demand Request, the Company shall have thirty days to decide whether to make an Initial Public Offering pursuant to this Article XII (the "Decision Period"). If the Company decides to make an Initial Public Offering at that time, then it shall do so in accordance with the provisions of this Article XII. If, however, by the expiration of the Decision Period, (i) the Company informs the Requesting Holders that, by resolution of the Board of Directors, the Company has elected not to go public, or (ii) the Company does not respond to the Demand Request, then the Requesting Holders shall have the absolute right and option, but not the obligation, to cause the Company to undertake a Sale Transaction (an "Exit Sale Right"), and each of the holders of Class A Units and Class B Units agrees to take such action within its power and to vote its respective Unit, or Units, as required to cause the Company to undertake such a Sale Transaction. The Requesting Holders shall provide written notice to the Board of Directors after the Decision Period of the Requesting Holders' election to exercise their Exit Sale Right (the "Election Notice"), and upon such notice, each of the holders of Class A Units and Class B Units shall automatically and without further action be deemed to have irrevocably granted to the Board of Directors (or any committee thereof as it shall designate) an irrevocable proxy and durable power of attorney, which proxy and power of attorney shall be deemed coupled with an interest, fully authorizing and empowering the Board of Directors to pursue, negotiate, document and consummate a Sale Transaction, including, without limitation, the power and authority to engage professional service firms to assist in and facilitate a Sale Transaction, to bind the Company and each of its Members to any contracts and agreements deemed necessary or appropriate, in the

sole and absolute discretion of the Board of Directors, to facilitate and consummate a Sale Transaction. Any asset sale, merger or similar agreement that the Board of Directors causes the Company to enter into in connection with a proposed Sale Transaction under this Section 12.9 shall contain terms and conditions that are consistent with the requirements of this Section and such asset sale, merger or similar agreement shall not provide preferential rights to any Members of the Company or their respective Affiliates. The Company shall use its best efforts to effect a Sale Transaction under this Section as promptly as practicable. The rights, authority, proxy and power of attorney granted under this Section 12.9 shall terminate upon the earlier to occur of (x) the completion of a Sale Transaction pursuant to this Section or (y) the expiration of nine months from the date of the Election Notice. Absent completion of a Sale Transaction by the date nine months after the date of the Election Notice (the "No Sale Date"), the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission within 90 days after the No Sale Date, such Registrable Units as may be requested by the Requesting Holders in their Demand Request, pursuant to the registration procedures set forth in this Article XII.

Section 13.1 Repurchase Right.

(a) Upon the earlier to occur of (i) the acceleration of the Leucadia Loan pursuant to Section 9.1 of the Loan Agreement or (ii) after the third anniversary of this Agreement, at any time following the occurrence of an Event of Default under (A) Section 8.1 or Section 8.2 of the Loan Agreement or (B) Section 8.3 of the Loan Agreement as it relates to Section 6.3.5, Section 6.3.6 or Section 6.3.7 of the Loan Agreement, the holders of a majority of the Class A Units outstanding shall have the right to elect to have the Company purchase (the "Repurchase") all of the Class A Units outstanding at a price per Class A Unit equal to the Repurchase Price. Such election shall be set forth in a notice from holders of a majority of the Class A Units outstanding (the "Repurchase Notice") delivered to the Company and the holders of Class A Units who have not signed the Repurchase Notice.

(b) The closing of a Repurchase pursuant to subsection (a) of this Section 13.1 shall take place on the tenth business day following the delivery of the Repurchase Notice to the Company, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, N.Y. 10153, or such other location as the parties to the sale may mutually select.. At such closing, the Company shall deliver, to each holder of Class A Units, the Repurchase Price multiplied by the number of Class A Units held by each such holder. Such payment shall be made by certified or official bank check or by wire transfer of immediately available funds (if any applicable holder of Class A Units has provided the Company no later than three (3) days prior to the closing of such Repurchase wire transfer instructions for such holder) or, if the funds are not immediately available, by a promissory note, which shall accrue interest on the same basis as interest is accrued on the loans under the Loan Agreement, payable in 90 days, and the Class A Units shall be cancelled.

(c) Payment of the Repurchase shall be secured or supported by a Security Agreement executed by each Credit Party (as defined in the Loan Agreement) in favor of Leucadia, as agent for the holders of Class A Units, in the form set forth as Exhibit A attached hereto and incorporated herein by reference (the "Security Agreement"), and any UCC-1 financing statements filed in connection therewith.

Section 14.1 Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the determination of the Board and the prior written consent of each Member.

Section 14.2 Winding Up. If the Company is dissolved pursuant to
Section 14.1, the Board shall proceed to wind up the business and affairs of the Company upon such terms and conditions as it shall determine consistent with the terms of this Agreement and the requirements of the Delaware Act. The Board may take such amount of time as it shall determine to be necessary or desirable in connection with the winding up of the Company in light of prevailing market conditions and such other factors as it shall determine. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up of the Company's affairs. The Board shall distribute the assets of the Company in kind or liquidate the assets of the Company and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(a) To creditors, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company for contingent liabilities in amounts, if any, determined by the Board in its discretion to be appropriate for such purposes or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act;

(b) To the holders of Class A Units then outstanding, an aggregate amount paid prior and in preference to any payment or distribution to holders of Class B Units (the "Liquidation Preference") equal to $60 million less an amount equal to the amounts paid as Distributions (other than Tax Distributions) in respect of each Class A Unit prior to the date of dissolution;

(c) To the holders of Class B Units then outstanding, an aggregate amount equal to $140 million less an amount equal to the amounts paid as Distributions (other than Tax Distributions) in respect of each Class B Unit prior to the date of dissolution; and

(d) Thereafter, pro rata to the holders of Class A Units and the holders of Class B Units, according to the number of Units held by each holder thereof.

Section 14.3 Cancellation of Certificate of Formation. Upon the completion of the distribution of Company Property as provided in Section 14.2, the Company shall be terminated, and the Board shall cause the cancellation of the Certificate and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Section 15.1 Amendments. Subject to Section 15.2, this Agreement may not be amended in any respect without the prior written consent of each Member.

Section 15.2 Limitation on Amendments. No amendment to this Agreement shall be effective with respect to any Member without such Member's consent if such amendment would amend Section 4.2 or this Section 15.2 in any manner adverse to such Member. No amendment to this Agreement shall be effective with respect to any holder of Class A Units without such holder of Class A Units' consent if such amendment would (i) reduce the amount of such holder of Class A Units' Liquidation Preference or adversely affect the timing of its payment as herein set forth or (ii) amend this Section 15.2 in any manner adverse to such holder of Class A Units.

Section 15.3 Notice of Amendment. In the event of any amendment adopted pursuant to this Article XV, the Board shall give notice thereof to all the Members promptly after the effective date of such amendment.

Section 16.1 Notices. All notices and other communications required or permitted by this Agreement shall be in writing and shall be delivered by personal delivery, by nationally recognized overnight courier service, by facsimile, by first class mail or by certified or registered mail, return receipt requested addressed, to any Member at its address as set forth on Schedule 4.3 (as the same may be updated from time to time at the direction of such Member) or to the Company at its principal office. Notices shall be deemed given one business day after being sent, if sent by overnight courier; when delivered and receipted for, if hand delivered; when received, if sent by facsimile or other electronic means or by first class mail; or when receipted for (or upon the date of attempted delivery where delivery is refused or unclaimed), if sent by certified or registered mail, return receipt requested.

Section 16.2 Waiver. Any provision of this Agreement may be waived if such waiver is contained in a writing, signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single exercise thereof preclude any other or further exercise thereof or of any other right, power or privilege. Except as otherwise provided, all rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 16.3 Assignment. Except as otherwise expressly provided herein, no Member may assign any of its rights or obligations under this Agreement without the prior written consent of each holder of Units.

Section 16.4 Entire Agreement. This Agreement (including the schedules and Addenda hereto) contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof.

Section 16.5 Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as set forth in Section 6.2(h), nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company, Leucadia, the Members and the Restricted Affiliates (and their respective successors or permitted assigns) any rights or remedies under or by reason of this Agreement. Each of the Company, the Class A Member and the Restricted Affiliates is executing this Agreement as a party, and this Agreement shall constitute a contract among the Members and among the Company, the Class A Member, the Restricted Affiliates and each of the Members.

Section 16.6 Submission to Jurisdiction; Selection of Forum. ANY
JUDICIAL PROCEEDING BROUGHT AGAINST ANY PARTY TO THIS AGREEMENT OR ANY DISPUTE UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER RELATED HERETO SHALL BE BROUGHT IN THE FEDERAL OR STATE COURTS OF THE STATE OF DELAWARE, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES TO THIS AGREEMENT ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT (AS FINALLY ADJUDICATED) RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES TO THIS AGREEMENT SHALL APPOINT THE CORPORATION TRUST COMPANY OR A SIMILAR ENTITY (THE "AGENT") AS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF PROCESS IN ANY PROCEEDING IN ANY SUCH COURT IN THE STATE OF DELAWARE, AND EACH OF THE PARTIES TO THIS AGREEMENT SHALL MAINTAIN THE APPOINTMENT OF SUCH AGENT (OR A SUBSTITUTE AGENT) FROM AND AFTER THE DATE HEREOF. THE FOREGOING CONSENTS TO JURISDICTION AND APPOINTMENTS OF AGENT TO RECEIVE SERVICE OF PROCESS SHALL NOT CONSTITUTE GENERAL CONSENTS TO SERVICE OF PROCESS IN THE STATE OF DELAWARE FOR ANY PURPOSE EXCEPT AS PROVIDED

ABOVE AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES HERETO. EACH PARTY HEREBY WAIVES ANY OBJECTION IT MAY HAVE BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON-CONVENIENS.

Section 16.7 Counterparts; Facsimile Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement and delivery thereof may be made by facsimile transmission.

Section 16.8 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 16.9 Equitable Relief. Each party acknowledges that money damages would be inadequate to protect against any actual or threatened breach of this Agreement by any party and that each party shall be entitled to equitable relief, including specific performance and/or injunction, without posting bond or other security in order to enforce or prevent any violations of the provisions of this Agreement.

Section 16.10 Additional Documents and Acts. Each Member agrees to do all such acts and things and to make, execute and deliver such written instruments as from time to time may be requested by the Board to carry out the terms and provisions of this Agreement and to enable each party to obtain the intended benefits of this Agreement.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have duly executed this First Amended and Restated Limited Liability Company Agreement as of the date first written above.

GOOBER HOLDINGS, LLC

Title:

BALDWIN ENTERPRISES, INC.

Title:

Consented/Agreed To
By the Company as Referenced
In Section 16.5

GOOBER DRILLING, LLC

RESTRICTED AFFILIATES:

GOOBER DRILLING CORPORATION

Title:

JOHN SPECIAL

CHRIS McCUTCHEN

MIKE BROWN

JIM EDEN

Exhibit 10.5

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

By and Among

LUK-SYMPHONY MANAGEMENT, LLC

SYMPHONY HEALTH SERVICES, LLC

And

REHABCARE GROUP, INC.

Dated as of May 3, 2006

TABLE OF CONTENTS

ARTICLE                                                                                                        PAGE
-------                                                                                                        ----
ARTICLE 1             DEFINITIONS.................................................................................1

         1.1.     Definitions.....................................................................................1


ARTICLE 2             PURCHASE AND SALE OF INTERESTS..............................................................9

         2.1.     Purchase and Sale of Symphony Interests.........................................................9
         2.2.     Purchase Price..................................................................................9
         2.3.     Symphony Net Working Capital Adjustment.........................................................9
         2.4.     Closing Date...................................................................................12
         2.5.     Deliveries at the Closing......................................................................12
         2.6.     Further Assurances.............................................................................12


ARTICLE 3             REPRESENTATIONS AND WARRANTIES OF SELLER...................................................13

         3.1.     Organization, Standing and Authority...........................................................13
         3.2.     Execution and Delivery.........................................................................13
         3.3.     No Conflict....................................................................................13
         3.4.     Litigation.....................................................................................13
         3.5.     Consents and Approvals.........................................................................14
         3.6.     Brokerage......................................................................................14


ARTICLE 4             REPRESENTATIONS AND WARRANTIES OF SYMPHONY AND SELLER......................................14

         4.1.     Organization and Standing......................................................................14
         4.2.     Authority; No Conflicts........................................................................14
         4.3.     Capitalization.................................................................................15
         4.4.     Financial Statements...........................................................................16
         4.5.     No Undisclosed Liabilities; Indebtedness.......................................................16
         4.6.     Absence of Certain Changes.....................................................................16
         4.7.     Litigation.....................................................................................17
         4.8.     Compliance with Laws...........................................................................17
         4.9.     Material Contracts.............................................................................18
         4.10.    Labor Matters..................................................................................18
         4.11.    Employee Benefits..............................................................................19
         4.12.    Taxes..........................................................................................21
         4.13.    Insurance Policies.............................................................................25
         4.14.    Licenses.......................................................................................25
         4.15.    Assets Complete................................................................................25
         4.16.    Real Property..................................................................................25
         4.17.    Intellectual Property..........................................................................26
         4.18.    Customers......................................................................................27
         4.19.    Affiliate Transactions.........................................................................27

ARTICLE                                                                                                        PAGE
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         4.20.    Environmental Matters..........................................................................27
         4.21.    Accounts Receivable............................................................................28
         4.22.    Medicare and Medicaid; Third Party Payors......................................................28
         4.23.    Cost Reports...................................................................................28
         4.24.    Exclusion from Government Programs.............................................................28
         4.25.    Compliance Program.............................................................................28


ARTICLE 5             REPRESENTATIONS AND WARRANTIES OF BUYER....................................................29

         5.1.     Organization and Standing......................................................................29
         5.2.     Authority; No Conflicts........................................................................29
         5.3.     Governmental Consents..........................................................................30
         5.4.     Litigation.....................................................................................30
         5.5.     Brokers........................................................................................30
         5.6.     Solvency.......................................................................................30
         5.7.     Accredited Investor............................................................................30
         5.8.     Funding........................................................................................30
         5.9.     No Knowledge of Misrepresentations or Omissions................................................30
         5.10.    Independent Investigation......................................................................31


ARTICLE 6             COVENANTS..................................................................................31

         6.1.     Conduct of Symphony Businesses Prior to the Closing............................................31
         6.2.     Access to Information..........................................................................31
         6.3.     Confidentiality................................................................................33
         6.4.     Covenant Not To Compete........................................................................33
         6.5.     Solicitation of Employees......................................................................34
         6.6.     Regulatory and Other Authorizations, Consents..................................................34
         6.7.     Notification of Certain Matters................................................................34
         6.8.     Exclusivity....................................................................................35
         6.9.     Repayment of Intercompany Accounts and Third-Party Indebtedness; Termination of
                  Affiliate Transactions.........................................................................35
         6.10.    Transitional Matters...........................................................................35
         6.11.    Tax Treatment..................................................................................36
         6.12.    Agreement on Valuation.........................................................................36
         6.13.    Certain Tax Matters............................................................................37
         6.14.    Conveyance Taxes...............................................................................37
         6.15.    Continuing Disregard Entity Status.............................................................37
         6.16.    Severance Obligations..........................................................................37
         6.17.    COBRA..........................................................................................37
         6.18.    HSR Filing.....................................................................................37
         6.19.    Insurance......................................................................................38
         6.20.    Deferred Compensation Plans....................................................................38


ARTICLE 7             CONDITIONS TO THE OBLIGATIONS OF SELLER AND SYMPHONY.......................................39

         7.1.     Representations and Covenants..................................................................39


                                       ii

ARTICLE                                                                                                        PAGE
-------                                                                                                        ----

         7.2.     Absence of Adverse Governmental Action.........................................................39
         7.3.     Consents and Approvals.........................................................................39
         7.4.     No Material Adverse Change.....................................................................39
         7.5.     Resolutions....................................................................................39
         7.6.     Incumbency Certificate.........................................................................39
         7.7.     Hart-Scott Rodino Act..........................................................................40


ARTICLE 8             CONDITIONS TO THE OBLIGATIONS OF BUYER.....................................................40

         8.1.     Representations and Covenants..................................................................40
         8.2.      Absence of Adverse Governmental Action........................................................40
         8.3.     Consents and Approvals.........................................................................40
         8.4.     Resolutions....................................................................................40
         8.5.     Incumbency Certificate.........................................................................40
         8.6.     FIRPTA Certificate.............................................................................41
         8.7.     Resignation of Officers and Directors..........................................................41
         8.8.     Settlement of Intercompany Accounts............................................................41
         8.9.     Termination of Affiliate Agreements............................................................41
         8.10.    Hart-Scott Rodino Act..........................................................................41


ARTICLE 9             INDEMNIFICATION; SURVIVAL..................................................................41

         9.1.     Indemnification by Seller......................................................................41
         9.2.     Indemnification by Buyer.......................................................................42
         9.3.     Method of Asserting Claims, Etc................................................................42
         9.4.     Certain Indemnification Payments...............................................................43
         9.5.     Injunctive Relief..............................................................................43
         9.6.     Limitations....................................................................................43
         9.7.     Sole and Exclusive Remedy......................................................................44


ARTICLE 10            TAX MATTERS................................................................................45

         10.1.    Indemnity......................................................................................45
         10.2.    Payment of Tax Obligations.....................................................................45
         10.3.    Returns and Refunds............................................................................45
         10.4.    Cooperation....................................................................................46
         10.5.    Contests.......................................................................................46
         10.6.    Allocation of Taxes............................................................................46
         10.7.    Termination of Tax Allocation Agreements.......................................................47
         10.8.    Indemnity Payments.............................................................................47
         10.9.    Transition Services............................................................................47
         10.10.   Conflict Between Article 9 and Article 10 Successors...........................................47


ARTICLE 11            TERMINATION, AMENDMENT AND WAIVER..........................................................47

         11.1.    Termination....................................................................................47
         11.2.    Effect of Termination..........................................................................48


                                      iii

ARTICLE                                                                                                        PAGE
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ARTICLE 12            MISCELLANEOUS..............................................................................48

         12.1.    Notices........................................................................................48
         12.2.    Entire Agreement...............................................................................49
         12.3.    Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies....................49
         12.4.    Governing Law..................................................................................49
         12.5.    Binding Effect; No Assignment..................................................................49
         12.6.    Counterparts...................................................................................49
         12.7.    Schedules and Annexes..........................................................................50
         12.8.    Headings.......................................................................................50
         12.9.    Publicity......................................................................................50
         12.10.   Severability...................................................................................50
         12.11.   Time of Essence................................................................................50
         12.12.   Attorneys' Fees................................................................................50
         12.13.   Expenses.......................................................................................50
         12.14.   Third Party Beneficiaries......................................................................50

THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of May 3, 2006, is entered into by and among RehabCare Group, Inc., a Delaware corporation ("Buyer"), LUK-Symphony Management, LLC, a Delaware limited liability company ("Seller") and Symphony Health Services, LLC, a Delaware limited liability company ("Symphony"). The parties hereto shall be referred to herein individually as a "Party" and collectively as the "Parties."

R E C I T A L S:

WHEREAS, Seller owns all of the issued and outstanding limited liability company membership interests in Symphony (the "Symphony Interests");

WHEREAS, Symphony is engaged, directly or indirectly through its subsidiaries, in the businesses of providing: (a) physical, occupational and speech therapy on a contract basis primarily to long term care facilities, (b) health care consulting services for skilled nursing facilities, (c) specialized nurse and therapy staffing for public schools in the state of New York, and (d) nurse staffing for long term care facilities in the state of New York (collectively, the "Businesses");

WHEREAS, Buyer desires to acquire all of the Symphony Interests from Seller, and Seller desires to sell all of the Symphony Interests to Buyer, in each case on the terms and subject to the conditions contained herein; and

WHEREAS, as a condition to the consummation of the transaction described in this Agreement, Seller will deliver at the closing an agreement by Leucadia National Corporation, a New York corporation ("Leucadia") to cause certain actions to be taken with regard to Seller's obligations hereunder pursuant to the Leucadia Agreement, as further described herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the representations, warranties, mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1. DEFINITIONS. As used herein, the following terms have the following meanings:

"ACTION" means any claim, action, suit, arbitration or proceeding by or before any Governmental Authority.

"AFFILIATE" or "AFFILIATES" as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

"AFFILIATE AGREEMENT" has the meaning given in Section 6.9(b).

"ALLOCATION STATEMENT" has the meaning given in Section 6.12.

"AGREEMENT" has the meaning given in the Preamble hereto.

"AUDITOR" has the meaning given in Section 2.3(d).

"BASE WORKING CAPITAL" has the meaning given in Section 2.3(b).

"BUSINESS DAY" means any day other than a Saturday, Sunday or a day on which banks in St. Louis, Missouri are authorized or obligated by Law or executive order to close.

"BUSINESSES" has the meaning given in the Recitals hereto.

"BUYER" has the meaning given in the Preamble hereto.

"BUYER INDEMNIFIED PARTY" means any Person entitled to indemnification by Seller as specified in Section 9.1.

"CASH AND CASH EQUIVALENTS" means the amount of cash and cash equivalents reported in the Closing Balance Sheet.

"CLAIM NOTICE" has the meaning given in Section 9.3(a).

"CLOSING" means the consummation of the transactions contemplated by this Agreement.

"CLOSING BALANCE SHEET" has the meaning given in Section 2.3(a).

"CLOSING CASH AMOUNT" has the meaning set forth in Section 2.2.

"CLOSING DATE" means the date specified in Section 2.4.

"CODE" means the Internal Revenue Code of 1986, as amended.

"CONTRACT" means with respect to any Person, any agreement, contract, lease of personal property, note, loan, evidence of Indebtedness, purchase order, letter of credit, franchise agreement, undertaking, covenant not to compete, employment agreement, license, instrument, obligation, commitment, purchase and sale order, quotation or other executory commitment to which such Person or its Subsidiaries is a party or which relates to such Person or its

Subsidiaries' businesses or any of their respective assets, whether oral or written, express or implied, and which pursuant to its terms has not expired, terminated or been fully performed by the parties thereto.

"COST REPORTS" means all cost reports relating to the periods ending prior to the Closing Date or required as a result of the consummation of the transactions described herein, including, without limitation, those relating to Medicare, Medicaid and other third party payors which settle on a cost report basis.

"DOJ" means the United States Department of Justice.

"ENCUMBRANCE" means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, right-of-way, encroachment, building or use restriction, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent or conditional sale agreement or other title retention agreement or lease in the nature thereof.

"ENVIRONMENTAL LAWS" means any and all Laws and Governmental Orders regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, human health or safety or relating to exposure to, emissions, discharges, releases or threatened releases of, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

"EQUITY SECURITIES" of any Person means (a) shares of capital stock, limited liability company interests, partnership interests or other equity securities of such Person, (b) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any capital stock, limited liability company interests, partnership interests or other equity securities of such Person, (c) securities convertible into or exercisable or exchangeable for shares of capital stock, limited liability company interests, partnership interests or other equity securities of such Person, and (d) equity equivalents, interests in the ownership or earnings of, or equity appreciation, phantom stock or other similar rights of, or with respect to, such Person.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA AFFILIATES" means with respect to any Person, any other Person which is (or at any relevant time was) a member of a "controlled group of corporations" with, under "common control" with, or a member of an "affiliated service group" with, or otherwise required to be aggregated with, such first Person or any of its Subsidiaries as set forth in Section 414(b), (c), (m) or
(o) of the Code but shall not include Symphony or any of its Subsidiaries.

"ESTIMATED CLOSING WORKING CAPITAL" has the meaning given in Section 2.3(b).

"ESTIMATED CLOSING WORKING CAPITAL ADJUSTMENT AMOUNT" has the meaning

given in Section 2.3(b).

"FINAL CLOSING WORKING CAPITAL" has the meaning given in Section 2.3(c).

"FINAL CLOSING WORKING CAPITAL ADJUSTMENT AMOUNT" has the meaning given

in Section 2.3(c).

"FIXED ASSETS" means with respect to any Person any and all equipment, furniture, automobiles, trucks and other vehicles, office and computer equipment and other personal property owned or used by such Person in its business.

"FTC" means the United States Federal Trade Commission.

"GAAP" means United States generally accepted accounting principles in effect from time to time applied consistently throughout the period involved.

"GOVERNMENTAL AUTHORITY" means any government, any governmental entity, department, commission, board, agency or instrumentality, and any court, tribunal, or judicial or arbitral body, whether federal, state, local or foreign.

"GOVERNMENTAL ORDER" means any order, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

"GOVERNMENT PROGRAMS" has the meaning given in Section 4.22.

"HEALTH CARE LAWS" means all applicable federal, state or local health care laws, rules and regulations, including, without limitation those relating to the payment or receipt of illegal remuneration, including 42 U.S.C. ss. 1320a-7b(b) (the Medicare/Medicaid anti-kickback statute), 42 U.S.C. ss. 1395nn (the Stark Statute), 42 U.S.C. ss. 1320a-7a, 42 U.S.C. ss. 1320a-7b(a), 42 U.S.C. ss. 1320a-7b(c) and any applicable state anti-kickback laws.

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"HSR FILING" has the meaning given in Section 6.18.

"INDEBTEDNESS" means (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, notes, debentures, letters of credit (whether or not drawn) or similar instruments, (c) obligations under capital leases, (d) obligations under conditional sale, title retention or similar agreements or arrangements creating an obligation of such Person or any of its Subsidiaries with respect to the deferred purchase price of property (other than customary trade credit), (e) interest rate and currency obligation swaps, hedges or similar arrangements and (f) all obligations to guarantee any of the foregoing types of obligations on behalf of any Person other than a Subsidiary, including in each case, the aggregate principal amount thereof, the aggregate amount of any accrued but unpaid interest thereon and any prepayment penalties or other

similar amounts payable in connection with the repayment thereof on or prior to the Closing Date if required pursuant to the terms of such Indebtedness or by this Agreement.

"INDEMNIFIED PARTY" has the meaning given in Section 9.3.

"INDEMNIFYING PARTY" has the meaning given in Section 9.3(a).

"INTELLECTUAL PROPERTY RIGHTS" means, with respect to any Person all
(a) domestic and foreign registrations of trademarks, service marks, logos, corporate names, protected models, designs, created works, trade names or other trade rights of such Person or any of its Subsidiaries, (b) pending applications by such Person or any of its Subsidiaries for any such registrations, (c) rights in or to patents and copyrights and pending applications therefor of such Person or any of its Subsidiaries, (d) such Person's and each of its Subsidiaries' rights to other trademarks, service marks, logos, corporate names, protected models, designs, data, software, created works, trade names and other trade rights and all other trade secrets, designs, plans, specifications, technology, know-how, methods, designs, concepts and other proprietary rights, whether or not registered, and (e) rights under any licenses of such Person or any of its Subsidiaries to use any of intellectual property owned or licensed by any other Person of the type described in clauses (a) to (d) above.

"INTERCOMPANY ACCOUNT" has the meaning given in Section 6.9(a).

"KNOWLEDGE" when used (a) with respect to Buyer, means the actual knowledge of John Short, David Groce and Jeff Zadoks; and (b) with respect to Seller or Symphony, means the actual knowledge of Scott Jones, Eileen Erstad, Zalman Jacobs, Ashley Long, Wendy Lantz, Thomas Guild, Susan Krall and Rick LaCourse.

"LAW" means any federal, state, local or foreign statute, ordinance, regulation, rule or code, including, without limitation, the Environmental Laws and the Health Care Laws.

"LEUCADIA AGREEMENT" means an agreement in substantially the form attached hereto as Exhibit A, pursuant to which Leucadia shall be obligated to
(i) to fund up to $20,000,000 of cash to Seller from time to time to allow Seller to perform its indemnification obligations as set forth in Article 9 of this Agreement (it being agreed and understood that Leucadia is not obligated to maintain any cash balance in the accounts of Seller), and (ii) cause Leucadia and its Affiliates to comply with the terms and conditions of Section 6.4.

"LIABILITIES" means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any Contract.

"LICENSES" means all of the licenses, permits and other governmental authorizations.

"LETTER AGREEMENT" has the meaning given in Section 9.1.

"LOSSES" or "LOSS" means any loss, cost, liability, damage, disbursement, expense, deficiency, obligation, penalty, Tax or settlement of any kind, including interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered.

"MATERIAL ADVERSE EFFECT" means, with respect to any Person, any change or effect that, either individually or in the aggregate with all other such changes or effects, is materially adverse to the assets, properties, business, liabilities, financial condition or results of operations of such Person and its Subsidiaries taken as a whole; provided, however, that the effect of changes that are generally applicable to the industries or markets in which the Person and its subsidiaries operate, the United States economy or local economics in which the Person and its Subsidiaries operate and changes and effects resulting from the announcement of the transaction contemplated by this Agreement, shall be excluded from the determination of Material Adverse Effect.

"MATERIAL SYMPHONY AGREEMENTS" has the meaning given in Section 4.9.

"MEDICAID" has the meaning given in Section 4.22.

"MEDICARE" has the meaning given in Section 4.22.

"NET WORKING CAPITAL" has the meaning given in Section 2.3(a).

"NOTICE PERIOD" has the meaning given in Section 9.3(a).

"ORDER" means any writ, judgment, decree, injunction or similar order of any Governmental Authority (in each such case whether preliminary or final).

"OUTSIDE CLOSING DATE" has the meaning given in Section 11.1(d).

"PARTY" or "PARTIES" has the meaning given in the Preamble hereto.

"PERMITTED ENCUMBRANCES" means (a) liens for Taxes or governmental charges or claims (i) not yet due and payable or (ii) being contested in good faith, if a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, (b) statutory liens of landlords, liens of carriers, warehouse persons, mechanics and material persons and other liens imposed by law incurred in the ordinary course of business for sums (i) not yet due and payable or (ii) being contested in good faith, if a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, (c) liens incurred or deposits made in connection with workers' compensation, unemployment insurance and other similar types of social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, in each case in the ordinary course of business, consistent with past practice, (d) purchase money liens incurred in the ordinary course of business, (e) easements, rights-of-way, restrictions and other similar charges or Encumbrances on real property, in each case which do not materially interfere with the use of, and do not materially detract from the

value of, the property to which such Encumbrance relates and (f) liens disclosed in Section 1.1(a) of the Disclosure Schedule.

"PERSON" means any natural person, corporation, limited partnership, general partnership, limited liability partnership, joint stock company, limited liability company, joint venture, association, company, trust or other organization, or any Governmental Authority.

"PRE-CLOSING PARTIAL PERIOD" has the meaning given in Section 10.1.

"RELATED DOCUMENTS" means the any exhibits or schedules attached hereto and any documents or instruments executed and delivered pursuant to this Agreement.

"RESPIRATORY SALE AGREEMENT" means that certain Stock Purchase Agreement dated May 25, 2005 by and among Symphony, Symphony Health Services, Inc., Symphony Respiratory Services, Inc., Meridian Healthcare Group, Inc. and Primedica, Inc.

"RESTRICTED PERIOD" has the meaning given in Section 6.4(a).

"SECURITIES ACT" means the Securities Act of 1933, as amended from time to time, including the rules and regulations thereunder.

"SELLER" has the meaning given in the Preamble hereto.

"SELLERS' CONTEST" has the meaning given in Section 10.5.

"SELLER INDEMNIFIED PARTY" has the meaning given in Section 9.2.

"SUBSIDIARY" of any Person means any other Person (a) of which such first Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other Equity Securities of such other Person, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of, or otherwise control the business and affairs of, such other Person or (b) the operations of which are consolidated with such first Person, pursuant to GAAP, for financial reporting purposes.

"SYMPHONY" has the meaning given in the Preamble hereto.

"SYMPHONY DETERMINATION DATE" has the meaning given in Section 2.3(d).

"SYMPHONY EMPLOYEES" shall mean each employee of Symphony or any of its Subsidiaries (whether or not listed or described in Section 4.11 of the Disclosure Schedule) who is employed by Symphony or any of its Subsidiaries on the Closing Date.

"SYMPHONY EMPLOYEE PLAN" means with respect to Symphony and its Subsidiaries, any "employee pension benefit plan" as defined in Section 3(2) of ERISA, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA, any employment, consulting, severance or other similar contract, arrangement or policy, and any other plan, program, policy, practice, understanding, agreement or commitment, whether written or oral, providing for compensation or other

benefits to any current or former director, officer, employee (whether active or on leave) or consultant of Symphony or its Subsidiaries, which are, have been, or will be prior to Closing, administered, maintained, or contributed to by Symphony or its Subsidiaries, or under which any of the forgoing entities has or has had any liability or obligation, whether actual or contingent, including, without limitation, insurance coverage (including without limitation any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, life, health, disability or accident benefits or deferred compensation, pension, savings and thrift, and profit-sharing plans, bonuses, fringe benefits, retention, change in control, stock ownership, restricted stock, phantom stock, stock options, stock appreciation rights, stock purchases or other forms of cash or stock based incentive compensation or post-retirement insurance, but excluding unwritten, at-will services contracts with independent contractors.

"SYMPHONY FINANCIAL STATEMENTS" has the meaning given in Section 4..4.

"SYMPHONY INSURANCE POLICIES" has the meaning given in Section 4.13.

"SYMPHONY INTERESTS" has the meaning given in the Recitals hereto.

"SYMPHONY INTERIM FINANCIAL STATEMENTS" has the meaning given in
Section 4.4.

"SYMPHONY REAL PROPERTY" has the meaning given in Section 4.16(a).

"SYMPHONY REAL PROPERTY LEASES" has the meaning given in Section 4.16(a).

"SYMPHONY YEAR-END FINANCIAL STATEMENTS" has the meaning given in
Section 4.4.

"TAX" means any tax, assessment or charge imposed by any Governmental Authority of any nature including federal, state, local or foreign net income tax, alternative or add-on minimum tax, franchise tax, gross income, adjusted gross income or gross receipts tax, employment related tax (including employee withholding or employer payroll tax, Social Security, Medicare, or FUTA), ad valorem, transfer, franchise, license, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, estimated, customs duties, and sales or use tax, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority (domestic or foreign) responsible for the imposition of any such tax.

"TAX RETURN" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"THIRD PARTY INDEBTEDNESS" has the meaning given in Section 6.9(a).

"TRANSACTION RELATED EXPENSES" has the meaning set forth in Section 12.13.

ARTICLE 2

PURCHASE AND SALE OF INTERESTS

2.1. PURCHASE AND SALE OF SYMPHONY INTERESTS. Subject to the terms and conditions contained in this Agreement and for the consideration specified in
Section 2.2, at the Closing, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Symphony Interests.

2.2. PURCHASE PRICE. Subject to the terms and conditions contained in this Agreement (including, without limitation, the Net Working Capital Adjustment contained in Section 2.3) and for the consideration specified in
Section 2.1, at the Closing, Buyer agrees to pay to Seller an amount in cash equal to the sum of One Hundred One Million Five Hundred Thousand Dollars ($101,500,000.00) ("Closing Cash Amount") by wire transfer to such account as designated by Seller.

2.3. SYMPHONY NET WORKING CAPITAL ADJUSTMENT.

(a) CLOSING BALANCE SHEET AND NET WORKING CAPITAL FOR PURPOSES OF NET WORKING CAPITAL ADJUSTMENT Provisions. For all purposes of this
Section 2.3, the balance sheet for Symphony as of the date immediately preceding the Closing Date (the "Closing Balance Sheet") shall be prepared in accordance with GAAP, on a basis consistent with the preparation of the Symphony Financial Statements (except that the Closing Balance Sheet shall contain (i) an asset equal to the funds held in the Symphony Health Services Non-Qualified Deferred Compensation Plan and Symphony Health Services Mutual Fund Option Plan and a corresponding liability in the same amount and (ii) a liability for retention bonuses payable to employees of Symphony and its Subsidiaries equal to $100,000, regardless of the actual amount of retention bonuses payable by Symphony to its and its Subsidiaries' employees following the Closing), and shall fairly present the financial position of Symphony as of the close of business on the date immediately preceding the Closing Date; provided, however, the Closing Balance Sheet will not reflect any write-up of assets attributable to the purchase transaction or other purchase accounting adjustments, if any. Except as set forth in the preceding sentence, the Closing Balance Sheet shall reflect all assets and liabilities of Symphony using the same accounting methods, policies, practices and procedures with consistent classifications, judgments and valuation and estimation methodologies reflected on the Symphony Financial Statements. As used herein, the term "Net Working Capital" shall mean (x) the current assets of Symphony to be retained by Symphony immediately following the Closing, excluding any assets related to the Respiratory Division Sale, as of the close of business on the date immediately preceding the Closing Date minus (y) the current liabilities of Symphony as of the close of business on the date immediately preceding the Closing Date (other than current reserves or other accruals with respect to any liabilities described in Sections 9.1(b), 9.1(c), 9.1(d), 9.1(e) and 9.1(f)). For purposes of calculating the Net Working Capital of Symphony, the current assets and current liabilities of Symphony shall
(i) reflect the settlement of the Intercompany Accounts and Third Party Indebtedness and the distribution of cash, if any, pursuant to Section 6.9, (ii) exclude any accrual for current or deferred income taxes (or any other Tax asset or liability as included on the Symphony Financial

Statements), (iii) shall reflect an asset equal to the funds held in the Symphony Health Services Non-Qualified Deferred Compensation Plan and Symphony Health Services Mutual Fund Option Plan and a corresponding liability in the same amount, and (iv) shall reflect a liability for retention bonuses payable to employees of Symphony and its Subsidiaries equal to $100,000, regardless of the actual amount of retention bonuses payable by Symphony to its and its Subsidiaries' employees following the Closing.

(b) NET CLOSING WORKING CAPITAL AMOUNT. On or before the fifteenth (15th) calendar day after the Closing Date, Seller will have delivered to Buyer a statement of Seller's good faith estimate of the Net Working Capital of Symphony as of the date immediately preceding the Closing Date in substantially the form of the Statement of Working Capital set forth in Section 2.3(b) of the Disclosure Schedule (the "Estimated Closing Working Capital"). Seller's statement of Estimated Closing Working Capital shall set forth in detail the amounts and the methodology underlying such estimate. The statement of Estimated Closing Working Capital is to be prepared from the Closing Balance Sheet of Symphony, as adjusted consistent with Section 2.3(b). If the Estimated Closing Working Capital is less than Thirty Million Nine Hundred Thousand Dollars ($30,900,000) (the "Base Working Capital"), then within five (5) days of the date that the Estimated Closing Working Capital is determined by the parties, Seller shall pay to Buyer an amount equal to the shortfall. If the Estimated Closing Working Capital is greater than the Base Working Capital, then within five (5) days of the date that the Estimated Closing Working Capital is determined by the parties, Buyer shall pay to Seller an amount equal to the excess. The amount that is determined in accordance with this
Section 2.3(b) shall be called the "Estimated Closing Working Capital."

(c) FINAL CLOSING WORKING CAPITAL ADJUSTMENT AMOUNT. On or before the date that is the sixtieth (60th) calendar day after the Closing Date, Buyer will have delivered to Seller a statement of the Closing Net Working Capital as of the date immediately preceding the Closing Date in substantially the form of the Statement of Working Capital set forth in Section 2.3(b) of the Disclosure Schedule (the "Final Closing Working Capital"). Buyer's statement of the Final Closing Working Capital shall set forth in detail the amounts and methodology underlying such Final Closing Working Capital. The statement of Final Closing Working Capital is to be prepared from the Closing Balance Sheet of Symphony, as adjusted consistent with Section
2.3(a). The difference between the Estimated Closing Working Capital and the Final Closing Working Capital shall be the "Final Closing Working Capital Adjustment Amount").

(d) DISPUTES. Upon delivery of the statement of Final Closing Working Capital, if Seller disagrees with the calculation of the Final Closing Working Capital or any element of the Closing Balance Sheet relevant thereto that would result in a change to the Final Closing Working Capital Adjustment Amount, it shall notify Buyer of such disagreement in writing within thirty (30) days after its receipt of the Closing Balance Sheet which notice shall set forth in detail the particulars of such disagreement. In the event Seller does not provide such a notice of disagreement within such thirty (30) day period, Seller shall be deemed to have accepted the calculations of the Final Closing Working Capital and the Final Closing Working Capital

Adjustment Amount delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Seller, Seller and Buyer shall negotiate in good faith for a period of thirty (30) days (or such longer period as the Buyer and Seller may mutually agree) to resolve any disagreements with respect to the calculation of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP, (or such other independent accounting firm of recognized national standing as may be mutually selected by Buyer and Seller) (the "Auditor") shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Auditor, based on written submissions forwarded by Buyer and Seller to the Auditor within ten
(10) Business Days following the Auditor's selection, whether the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount were prepared in accordance with the standards set forth in this Section 2.3 and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount determination requires adjustment. In connection with the resolution of the disagreement, the Auditor shall allow Buyer and Seller to present their respective positions regarding the elements of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount in dispute. The Auditor may, at its discretion, conduct a conference concerning the disagreement, at which conference Buyer and Seller shall have the right to present additional documents, materials and other information and to have present their respective advisors, counsel and accountants. In connection with the resolution of the disagreement, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of Buyer and Seller shall make available to the Auditor such documents, books, records, work papers, facilities, personnel and other information as the Auditor may reasonably request to review the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount and to resolve the disagreement. The fees and expenses of the Auditor shall be paid one-half by Seller and one-half by Buyer. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount is finally determined in accordance with this Section 2.3 is referred to as the "Symphony Determination Date."

(e) PAYMENT. In the event that the Final Closing Working Capital Adjustment Amount is a negative number, then within five (5) days after the Symphony Determination Date Seller shall pay to Buyer an amount equal to the absolute value of the Final Closing Working Capital Adjustment Amount, together with any interest earned thereon calculated at a rate of 6% per annum starting from the Closing Date and through the date of payment. In the event that the Final Closing Working Capital Adjustment Amount is a positive number, then within five (5) days after the Symphony Determination Date Buyer shall pay to Seller an amount equal to the absolute value of the Final Closing Working Capital Adjustment Amount, together with any interest earned thereon calculated at a rate of 6% per annum starting from the Closing Date and through

the date of payment. The payment of the Final Working Capital Adjustment Amount shall be treated as an adjustment to the consideration given by the parties for income tax purposes.

(f) COOPERATION AND ACCESS. Seller and Buyer shall use commercially reasonable efforts to cooperate with each other and each other's representatives and to provide each other and each other's representatives with reasonable access during normal business hours to such financial and other information as may be in such party's and its accountants' possession and that is necessary or useful in the preparation of the Closing Balance Sheet and the calculation of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount, the review thereof or the resolution of any dispute with respect thereto.

2.4. CLOSING DATE. The Closing shall occur at 10:00 a.m. local time on the first day of the month after all of the conditions to Closing set forth in Articles 7 and 8 have been satisfied (other than such conditions as are to be performed at Closing) or waived by the Party entitled to waive such conditions, in the offices of Thompson Coburn LLP, One US Bank Plaza, St. Louis, Missouri 63101 or at such place and time as may be agreed to by the Parties (the date that the Closing actually occurs, the "Closing Date").

2.5. DELIVERIES AT THE CLOSING. To effect the transfers referred to in Sections 2.1 and 2.2, the following deliveries shall occur on the Closing Date:

(a) Seller and Symphony shall execute and deliver to Buyer the certificates, instruments, documents and agreements specified in Article 8 hereof;

(b) Buyer shall execute and deliver to Seller the certificates, instruments, documents and agreements specified in Article 7;

(c) Seller shall deliver to Buyer an assignment of the Symphony Interests, free and clear of any Encumbrances of any nature whatsoever, duly endorsed for transfer;

(d) Seller shall deliver to Buyer the Leucadia Agreement executed by Leucadia; and

(e) Buyer shall deliver by wire transfer of immediately available funds into an account or accounts designated by Seller the Closing Cash Amount, with such account or accounts designated at least one Business Day prior to the Closing Date.

The form and substance of all certificates, instruments and other documents delivered at the Closing shall be reasonably satisfactory in all material respects to each Party and its counsel, consistent with the provisions of this Agreement.

2.6. FURTHER ASSURANCES. Each of the Parties shall execute such instruments, documents and agreements and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement and the transactions contemplated hereby. Each Party shall use its reasonable

efforts to fulfill or obtain the fulfillment of the conditions to the Closing as promptly as practicable.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof as follows:

3.1. ORGANIZATION, STANDING AND AUTHORITY. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the limited liability company power and authority to own the Symphony Interests.

3.2. EXECUTION AND DELIVERY. Seller has the requisite corporate or limited liability company power and authority to execute, deliver and perform the terms of this Agreement, each of the Related Documents and all other instruments, documents and agreements contemplated or required by the provisions of this Agreement to be executed, delivered or performed by it. This Agreement and the Related Documents have been duly approved by all requisite action of Seller, and, when executed and delivered by Seller, each will be duly and properly executed and delivered by Seller and will constitute legally valid and binding obligations of Seller enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

3.3. NO CONFLICT. With the exception of the matters described in
Section 3.3 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby will not (a) conflict with or violate any provision of the certificate of formation or limited liability company operating agreement of Seller, (b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, or otherwise give any other contracting party the right to terminate, accelerate, or constitute (or with notice of lapse of time or both constitute) a default under, any material Contract to which Seller or its Subsidiaries is a party or by or to which any of their assets or properties may be bound or subject, (c) violate any Governmental Order against, or binding upon, Seller or its Subsidiaries or their respective securities, assets or business, or (d) violate any Law that relates to Seller or its Subsidiaries or to their respective securities, assets or businesses, except in the case of (b), (c) and
(d), for such defaults or violations as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the ability of Seller or Symphony to consummate the transactions contemplated hereby or by the Related Documents.

3.4. LITIGATION. With the exception of the matters described in Section 3.4 of the Disclosure Schedule, neither Seller nor its Subsidiaries is a party to any Action or investigation presently pending or, to the Knowledge of Seller, threatened, before any court or Governmental Authority that would reasonably be expected to have, individually or in the aggregate, a material and adverse

effect on the ability of Seller or Symphony or to consummate the transactions contemplated hereby or by the Related Documents.

3.5. CONSENTS AND APPROVALS. Except for the HSR Filing and as set forth in Section 3.5 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Documents by Seller and Symphony and the consummation of the transactions contemplated hereby or thereby do not require Seller or Symphony to obtain any consent, approval or action of, or make any filing with or give notice to, any Person (including any Governmental Authority).

3.6. BROKERAGE. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF
SYMPHONY AND SELLER

Seller and Symphony jointly and severally represent and warrant to Buyer as follows:

4.1. ORGANIZATION AND STANDING. Symphony is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Section 4.1 of the Disclosure Schedule sets forth each jurisdiction where Symphony is qualified to do business as a limited liability company. Such jurisdictions include all jurisdictions where the character of Symphony's owned, operated or leased properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Symphony has full limited liability company power and authority to own or lease its properties and assets and to carry on its businesses as they are currently conducted. Symphony has provided or made available to Buyer true and correct copies of its certificate of formation and limited liability company operating agreement, and similar organizational documents, each as amended as of the date hereof.

4.2. AUTHORITY; NO CONFLICTS. Except as disclosed in Section 4.2 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Documents and the agreements and transactions contemplated hereby and thereby have been duly authorized by all necessary action by Symphony and do not result in, and the consummation of the transactions contemplated hereby and thereby shall not result in, (a) a violation of any provision of Symphony's or any of its Subsidiaries' certificates of formation or incorporation, limited liability company operating agreements or bylaws, or similar organizational documents, (b) a default (or event which with notice or lapse of time or both would constitute a default) under, or the acceleration of any obligation under, any Material Symphony Agreement or Symphony Real Property Lease, or (c) a violation of any Order to which Symphony or any of its Subsidiaries is a party or by which Symphony or any of its Subsidiaries or any of their respective properties are bound, except in the case of (b) and (c) as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

4.3. CAPITALIZATION.

(a) The authorized limited liability company membership interests of Symphony consists solely of the Symphony Interests, all of which are held of record and beneficially by Seller, free and clear of all Encumbrances. All of the Symphony Interests have been duly authorized and validly issued and are not subject to any preemptive rights. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for Equity Securities of Symphony. There are no commitments or agreements providing for the issuance of additional Equity Securities of Symphony, or for the repurchase or redemption of Equity Securities of Symphony. There are no agreements of any kind that may obligate Symphony to issue, purchase, register for sale, redeem or otherwise acquire any Equity Securities of Symphony. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which Seller or Symphony is a party or by which any of them may be bound with respect to the voting or transfer of the shares of the Symphony Interests or any other Equity Securities of Symphony.

(b) Section 4.3 of the Disclosure Schedule is a correct and complete list of all of the Subsidiaries of Symphony, each of which is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate or limited liability company power and authority to conduct its business as it is presently being conducted and to own or lease its properties and assets. Section 4.3 of the Disclosure Schedule sets forth each jurisdiction where each Subsidiary of Symphony is qualified to do business as a foreign corporation or limited liability company. Such jurisdictions include all jurisdictions where the character of such Subsidiaries' owned, operated or leased properties or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Copies of the certificate of incorporation, bylaws, limited liability company operating agreement or other governing documents of each Subsidiary have been provided or made available to Buyer and are accurate and complete as of the date hereof. Section 4.3 of the Disclosure Schedule sets forth (a) for each Subsidiary that is a corporation, a correct and complete listing of the number of shares of each class of capital stock authorized and the number of shares of each class of capital stock or other Equity Securities that are issued and outstanding and (b) for each Subsidiary that is a limited liability company, the percentage ownership of Symphony and each other Person who is a member of such Subsidiary. All of the outstanding shares of capital stock of, or other Equity Securities in, the Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and except as set forth in Section 4.3 of the Disclosure Schedule are owned of record and beneficially by Symphony, free and clear of any Encumbrance other than Permitted Encumbrances. Except as set forth in Section 4.3 of the Disclosure Schedule, there are no subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any capital stock or other Equity Securities of the Subsidiaries. There are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the capital stock or other Equity Securities of the

Subsidiaries to which Symphony or any of its Subsidiaries or, to the Knowledge of Seller or Symphony, any other Person, is a party or by which Symphony or any of its Subsidiaries or, to the Knowledge of Seller and Symphony, any other Person, is bound.

(c) Other than as set forth in Section 4.3 of the Disclosure Schedule, neither Symphony nor its Subsidiaries owns of record or beneficially any Equity Securities of any Person or any right (contingent or otherwise) to acquire the same. Other than as set forth in Section 4.3 of the Disclosure Schedule, neither Symphony nor its Subsidiaries is a member of (nor are any part of their respective businesses conducted through) any partnerships or limited liability companies, and neither Symphony nor its Subsidiaries are a participant in any joint venture or similar arrangement.

4.4. FINANCIAL STATEMENTS. Attached as Section 4.4 of the Disclosure Schedule are true and correct copies of (a) the audited consolidated balance sheet of Symphony as of December 31, 2005 and 2004, and the related audited consolidated statement of operations and cash flows of Symphony for the years ended December 31, 2005 and 2004, (the "Symphony Year-End Financial Statements"), (b) the unaudited consolidated balance sheet of Symphony as of March 31, 2006 and the related unaudited consolidated statement of operations and cash flows of Symphony for the 3-month period ended as of March 31, 2006 (the "Symphony Interim Financial Statements" and together with the Symphony Year-End Financial Statements, the "Symphony Financial Statements"). The Symphony Financial Statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position and results of operations of Symphony as of the dates and for the periods indicated, subject to, in the case of the Symphony Interim Financial Statements, normal year-end adjustments and the absence of footnotes and other presentation items.

4.5. NO UNDISCLOSED LIABILITIES; INDEBTEDNESS. Symphony and its Subsidiaries do not have any Liabilities that would be required, in accordance with GAAP, to be disclosed in or provided for in the Symphony Interim Financial Statements if incurred on the date or during the period covered by the Symphony Interim Financial Statements, other than Liabilities (a) disclosed or provided for on the Symphony Interim Financial Statements, (b) disclosed in Section 4.5 of the Disclosure Schedule, (c) under the executory portions of any Contract, Order or Governmental Order binding on Symphony or any of its Subsidiaries, or
(d) incurred since the date of the Symphony Interim Financial Statements in the ordinary course of business consistent with past practice. Except as set forth in Section 4.5 of the Disclosure Schedule, neither Symphony or its Subsidiaries have any Indebtedness.

4.6. ABSENCE OF CERTAIN CHANGES. Except as set forth in Section 4.6 of the Disclosure Schedule, since March 31, 2006, the businesses of Symphony and its Subsidiaries have been conducted in the ordinary course consistent with the past practice in all material respects, and there has not been as of the date hereof: (a) any event, occurrence, development or change in the businesses of Symphony or its Subsidiaries that has had or is reasonably likely to result in a Material Adverse Effect; (b) any damage, destruction or other casualty loss that is reasonably likely to have a material and adverse impact on the Business; (c) any material change in the manner that Symphony and its Subsidiaries keeps their respective books and records; (d) any notification by any material supplier, material customer or material payor of Symphony and its Subsidiaries expressly

stating its intent to discontinue doing business with Symphony and its Subsidiaries, that is reasonably likely to have a material and adverse impact on the Businesses; (e) any cancellation of any material Indebtedness owed to Symphony or any of its Subsidiaries, or waiver of any material rights by Symphony or any of its Subsidiaries; (f) any changes to the payroll practices of Symphony and its Subsidiaries or the compensation of their employees, other than in the ordinary course of business; (g) any capital expenditure by Symphony or any of its Subsidiaries that were not contemplated by Symphony's annual budget;
(h) any Indebtedness incurred by Symphony or any of its Subsidiaries, or any commitment to incur Indebtedness entered into by Symphony or any of its Subsidiaries, or any loans made or agreed to be made by Symphony or any of its Subsidiaries, other than Indebtedness to Seller or its Subsidiaries to be repaid or cancelled prior to the Closing in accordance with Section 6.9; (i) offer, issuance, sale or pledge of any shares of common stock or other Equity Securities of Symphony or its Subsidiaries; (j) any stock split or other change the capitalization of Symphony or its Subsidiaries; (k) sale, lease, license, mortgage, pledge, encumbrance, transfer, exchange or other disposal of any of the properties or assets, whether tangible or intangible of Symphony or its Subsidiaries (including capital stock of such Subsidiaries), other than in the ordinary course of business consistent with past practices; (l) acquisition by merger or consolidation with, by purchase of any equity interest of or by any other manner, any business or entity or other acquisition of any assets, except for purchases of supplies or capital equipment in the ordinary course of business; (m) except as expressly provided herein or as set forth in Section 4.19 of the Disclosure Schedule, any transaction between Symphony or any of its Subsidiaries, on the one hand, and Seller or any of its Subsidiaries other than Symphony, on the other hand, or (n) any written agreement by Seller or its Subsidiaries (including Symphony) to do any of the foregoing.

The foregoing representations and warranties shall not be deemed to be breached by virtue of the entry by Seller into this Agreement or its consummation of the transactions contemplated hereby.

4.7. LITIGATION. Except as set forth in Section 4.7 of the Disclosure Schedule, and except for Actions which would not reasonably be expected to result in liability to Symphony or any of its Subsidiaries of $50,000 individually, there are no Actions pending, or, to the Knowledge of Seller or Symphony, threatened Actions, by or against or relating to Symphony or any of its Subsidiaries, pending before any Governmental Authority or arbitrator (or, to the Knowledge of Seller or Symphony, threatened in writing to be brought by or before any Governmental Authority). Except as set forth in Section 4.7 of the Disclosure Schedule, neither Symphony nor any of its Subsidiaries is subject to any Governmental Order (nor, to the Knowledge of Seller or Symphony, are there any such Governmental Orders threatened to be imposed by any Governmental Authority).

4.8. COMPLIANCE WITH LAWS. Except as set forth in Section 4.8 of the Disclosure Schedule, Symphony and its Subsidiaries are, and since January 1, 2003 have been, in compliance in all material respects with all Laws and Governmental Orders applicable to Symphony or any of its Subsidiaries, including, without limitation, all governmental regulations with respect to the qualifications and licensing requirements of the Symphony Employees, and neither Seller, Symphony nor any of its Subsidiaries has received notice of non-compliance with respect thereto. Except as set forth in Section 4.8 of the Disclosure Schedule, neither Seller, Symphony or any of its Subsidiaries have, at any time since January 1, 2003, conducted any internal investigations with

respect to the Businesses for which any of them has retained outside counsel to conduct such investigations.

4.9. MATERIAL CONTRACTS. All of the Contracts required to be set forth in Section 4.9 of the Disclosure Schedule (the "Material Symphony Agreements") are in full force and effect, and no material breach or default (or event which with notice or lapse of time or both would constitute a material breach default) by Symphony or its Subsidiaries, to the Knowledge of Seller or Symphony, by any other party has occurred with respect thereto. Except as set forth in Section 4.9 of the Disclosure Schedule, each Material Symphony Agreement is enforceable against Symphony or its Subsidiaries and, to the Knowledge of Seller or Symphony, each other party thereto, in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and except where enforceability is subject to the application of equitable principles or remedies. Section 4.9 of the Disclosure Schedule sets forth a true and correct list of each written Contract to which Symphony or any of its Subsidiaries is a party or by which any of its assets are bound or which otherwise relate to the Businesses that (a) was not made in the ordinary course of business, (b) involves an aggregate commitment or potential aggregate commitment on the part of any party of more than $50,000 per year or $250,000 in the aggregate, (c) involves the sale of products and or services having a value (or reasonably likely to have a value with respect to future sales) of more than $100,000 per year or $250,000 in the aggregate, (d) is an employment contract not terminable on less than thirty days' notice or that will result in any obligation (absolute or contingent) to make any payment to any of their employees following termination of employment or upon a change of control of Symphony or any of its Subsidiaries, (e) is a material license agreement for any Intellectual Property Rights, (f) is a personal property lease involving annual payments in excess of $100,000, (g) is a joint venture agreement, partnership agreement or otherwise involves the sharing of profits by Symphony or any of its Subsidiaries with any third party, (h) involves Indebtedness involving $25,000 individually or $100,000 in the aggregate, other than Indebtedness to be repaid or cancelled prior to the Closing in accordance with Section 6.9, (i) includes any written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Symphony or any of its Subsidiaries other than in the ordinary course of business, (j) contains covenants materially limiting the freedom of Symphony or any of its Subsidiaries to engage in any line of business or compete with any Person, (k) involves the sale or disposition of material properties or assets of Symphony and its Subsidiaries, taken as a whole (other than the sale of inventory in the ordinary course of business), (l) is with an individual physician, physician group or any other Person in a position to make referrals to Symphony or its Subsidiaries, or
(m) involves the payment by Symphony or any of its Subsidiaries for commissions, marketing, or similar arrangements of more than $50,000 per year or $250,000 in the aggregate. Symphony has delivered or made available to Buyer correct and complete copies of all written Material Symphony Agreements listed in Section 4.9 of the Disclosure Schedule, including all amendments and supplements thereto.

4.10. LABOR MATTERS. Neither Seller, Symphony nor any of Symphony's Subsidiaries is a party to any collective bargaining or other labor union agreements with respect to the Symphony Employees, subject to a legal duty to bargain with any labor organization on behalf of the Symphony Employees or is presently operating under an expired collective bargaining agreement with respect to the Symphony Employees. Except as set forth in Section 4.10 of the

Disclosure Schedule, at no time since January 1, 2003 has there been any material work stoppage or material labor dispute (including representation questions, arbitration proceedings, labor strikes, slow downs or stoppages, organizing attempts, picketing, boycotts or other material labor disputes) against Symphony or any of its Subsidiaries or, to the Knowledge of Seller or Symphony, is any such action threatened, and, to the Knowledge of Seller or Symphony, there is no union organizing activity currently underway nor has Seller, Symphony or any of their Subsidiaries experienced any attempt by organized labor to cause Seller, Symphony or any of their Subsidiaries to comply with or conform to the demands of organized labor with respect to the Symphony Employees. Symphony and its Subsidiaries are in material compliance with all applicable Laws respecting employment practices, employee documentation, terms and conditions of employment, payment and termination of labor, including the provisions thereof relative to severance, vacation, unemployment, wages and hours, equal employment opportunity, nondiscrimination, immigration, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety, and health and plant closings (collectively, "Labor Laws"). Except as set forth in Section 4.10 of the Disclosure Schedule, Symphony and its Subsidiaries are in compliance in all material respects with all professional licensure and credentialing requirements required by applicable Law and any Material Symphony Contract. Except as set forth in Section 4.10 of the Disclosure Schedule, neither Symphony nor any of its Subsidiaries is engaged in, and Symphony has not received any notice of, any unfair labor practice and, to the Knowledge of Seller or Symphony, no such complaints are pending before the National Labor Relations Board or any other Governmental Authority. The representations and warranties in this Section 4.10 are the only representations and warranties being made with respect to the compliance of Symphony and its Subsidiaries with Labor Laws. No other representations or warranties, expressed or implied, are being made by Seller and Symphony with respect thereto.

4.11. EMPLOYEE BENEFITS. Section 4.11 of the Disclosure Schedule sets forth a true and correct list of each "Symphony Employee" as of a date not earlier than two business days prior to the date hereof, such Symphony Employee's position, date of hire, status of employment (including whether active, on short-term disability, long-term disability or type of leave) and base salary. Section 4.11(ii) of the Disclosure Schedule contains a complete list of all Symphony Employee Plans. True and complete copies of each of the following documents, including any amendment thereto, have been delivered or made available to Buyer upon Buyer's request: (a) each Symphony Employee Plan (and, if applicable, related trust agreements, insurance policies and administrative services agreements), all written descriptions thereof which have been distributed to Symphony Employees, all annuity contracts or other funding instruments, and a complete description of any Symphony Employee Plan which is not in writing, (b) the most recent determination or opinion letter issued by the Internal Revenue Service with respect to each applicable Symphony Employee Plan, and (c) for the three most recent plan years (or for such lesser number of years in the case of plans filed for less than three plan years), Annual Reports on Form 5500 Series required to be filed with any Governmental Authority for each applicable Symphony Employee Plan and (d) copies of all documents and correspondence relating to any Symphony Employee Plan received from or provided to the Internal Revenue Service or the Department of Labor. Except as set forth in Section 4.11 of the Disclosure Schedule:

(a) None of Symphony nor any of its Subsidiaries maintains or has ever maintained, contributed to or has had an obligation to contribute to an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) which is or was subject to Title IV of ERISA or Section 412 of the Code.

(b) None of Symphony nor any of its Subsidiaries has ever contributed to, withdrawn in a partial or complete withdrawal from, or had an obligation to contribute to any "multiemployer plan" as defined in Section 4001(a)(3) or Section 3(37) of ERISA or has any fixed or contingent liability under Section 4204 of ERISA with respect to any of their current or former employees.

(c) Each Symphony Employee Plan and each related trust agreement, annuity contract or other funding instrument which is intended to be qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) has been maintained, operated, and administered in compliance with its terms and all applicable Laws in all material respects and is subject to an IRS determination or opinion letter regarding such qualified status.

(d) As of and including the Closing Date, either Symphony or its Subsidiaries shall have made all contributions and payments required to be made by it up to and including the Closing Date with respect to each Symphony Employee Plan (excepting salary deferrals to Symphony's 401(k) plan pending as of the Closing Date, which shall be contributed by Symphony on a timely basis), or adequate accruals therefor will have been provided for and will be reflected on the Symphony Financial Statements.

(e) Except as may be required by Code Section 4980B or Section
601 (et seq.) of ERISA ("COBRA"), or under any applicable state law, none of Symphony, its Subsidiaries nor any Symphony Employee Plan has any present or future obligation to make any payment to, or with respect to, any present or former employee of Symphony nor any of its Subsidiaries pursuant to any retiree medical benefit plan or other retiree welfare plan.

(f) To the Knowledge of Symphony, neither Symphony nor any of its Subsidiaries has any liability with respect to or arising from any action taken by Seller, Symphony or any of its Subsidiaries involving a Symphony Employee Plan other than contributions to, distributions from or benefit payments due under any such plan in the ordinary course of business.

(g) Except for routine claims for benefits, there is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, arbitral action, governmental audit or investigation relating to or seeking benefits under any Symphony Employee Plan that is pending, or, to the Knowledge of Seller or Symphony, threatened against either of Symphony or any of its Subsidiaries or any Symphony Employee Plan, and to the Knowledge of Symphony, there exist no facts or circumstances that could give rise to any such action, writ injunction, judgment, decree, claim, suit, litigation, proceeding, arbitral action, audit or investigation.

(h) Neither Symphony nor any of its Subsidiaries have any announced plan or legally binding commitment to create any additional "employee benefits plans" within the meaning of Section 3(3) of ERISA, or to amend or modify any existing Symphony Employee Plan, except as required by law.

Neither the execution and delivery of this Agreement by Symphony nor the consummation of the transactions contemplated hereby will trigger a termination of employment entitling any employee of Symphony or its Subsidiaries to any additional benefits or result in the acceleration or creation of any rights of any person to benefits under any Symphony Employee Plan (including, without limitation, the acceleration of the vesting or exercisability of any stock options, the acceleration of the vesting of any restricted stock, the acceleration of the accrual or vesting of any benefits under any Symphony Employee Plan or the acceleration or creation of any rights under any severance, parachute or change in control agreement).

(i) There is no contract, agreement, plan or arrangement covering any employee, director or consultant of Symphony or any of its Subsidiaries that individually or collectively provides for the payment by Symphony or its Subsidiaries of any amount that is not deductible under Section 162(a)(1) or 404 of the Code, as applicable, or that is an "excess parachute payment" pursuant to Section 280G of the Code.

(j) Each material contract, agreement, plan or arrangement that covers any employee, former employee, director or consultant of Symphony or any of its Subsidiaries that constitutes a nonqualified deferred compensation plan, as defined in Section 409A of the Code, complies in all material respects in operation with the requirements of such Section as in effect on the Closing Date.

(k) Seller and its ERISA Affiliates other than Symphony and its Subsidiaries, intend to file or cause to be filed a Notice of Qualified Separate Lines of Business on Form 5310-A with the Internal Revenue Service in relation to the 2005 and 2006 calendar years.

(l) The representations and warranties contained in this
Section 4.11 are the only representations and warranties being made with respect to the Symphony Employee Plan and the compliance of Symphony and its Subsidiaries with ERISA and the Code with respect to the Symphony Employee Plan. No other representations or warranties, expressed or implied, are being made by Seller and Symphony with respect thereto.

4.12. TAXES. Except as set forth in Section 4.12 of the Disclosure Schedule:

(a) All material Tax Returns that are required to be filed with respect to Symphony or its Subsidiaries, and all material Tax Returns that are required to include Symphony or any of its Subsidiaries, have been timely filed on or before the due date thereof (taking into account timely extensions) and all material Taxes have been timely paid, whether or not shown on such Tax Returns. All such Tax Returns are true, correct and complete in all material respects, and there is no position taken on any Tax Return with respect to the

income, properties or operations of Symphony or its Subsidiaries for which there is not substantial authority within the meaning of Section 6662 of the Code. There are no extensions of time to file any Tax Return of Symphony or its Subsidiaries that are pending. Seller has delivered to Buyer true copies of the federal and state income Tax Returns (and amended Tax Returns, revenue agents' reports, and other notices from federal or state taxing authorities) for each of the last three taxable years of Symphony and its Subsidiaries (or such shorter period as a Subsidiary has been in existence). Seller has delivered to Buyer true, correct and complete copies of all other Tax Returns and other reports and statements made or received by or on behalf of Symphony or any of its Subsidiaries that relate to Taxes arising during such periods, including, without limitation, income tax audit reports, statements of income or gross receipts taxes, franchise tax, sales tax and transfer tax received by or on behalf of Symphony or any of its Subsidiaries;

(b) All Taxes required to be paid by Symphony or any of its Subsidiaries on or before the date hereof have been paid. The unpaid Taxes of Symphony or any of its Subsidiaries did not, as of the date of the relevant balance sheet of Symphony included in the Symphony Interim Financial Statements, exceed the accrual for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the balance sheet of Symphony;

(c) There are no liens for Taxes upon the assets of Symphony or any of its Subsidiaries or any of the Symphony Interests therein except for Permitted Encumbrances. There is no outstanding audit or other matter in controversy with respect to Taxes due and owing by Symphony or any of its Subsidiaries or in respect of the income, properties or operations of Symphony or any of its Subsidiaries which has been (i) claimed or raised by any authority in writing or (ii) as to which Seller and Symphony has Knowledge based on personal contact with any agent of such authority. There is no tax deficiency or claim assessed, or to the Knowledge of Symphony and Seller, proposed or threatened, with respect to Symphony, any of its Subsidiaries or the income, properties or operations of Symphony or any of its Subsidiaries, other than in respect of audits, controversies, deficiencies, assessments or proposed adjustments that are being contested in good faith, for which adequate reserves have been established in accordance with GAAP and which are set forth on Section 4.12 of the Disclosure Schedule;

(d) Symphony and its Subsidiaries have withheld all Taxes required to have been withheld by, or with respect to the operations of, Symphony or any of its Subsidiaries in connection with amounts paid to any employee, independent contractor, creditor, stockholder, or other third party, and such withheld Taxes have either been duly paid to the proper Taxing Authority or set aside in accounts for such purpose;

(e) Neither Symphony nor any of its Subsidiaries (i) has waived any statutory period of limitations for the assessment of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency other than in the case of any such waivers or extensions in respect of an assessment or deficiency of Tax the liability of which has been satisfied or settled, or (ii) has

distributed the stock of any corporation in a distribution qualifying under Section 355 of the Code in the preceding two years;

(f) No claim has been made or, to the Knowledge of Symphony and Seller, threatened for any taxable year which remains open by a Taxing Authority in a jurisdiction where Symphony or any of its Subsidiaries does not file Tax Returns that Symphony or any of its Subsidiaries is or may be subject to taxation. No claim with respect to the income, operations or assets of Symphony or any of its Subsidiaries has been made in writing by any Taxing Authority for any taxable year with which remains open in a jurisdiction where Tax Returns are not filed on behalf of Symphony;

(g) Except as set forth on Section 4.12(g) of the Disclosure Schedule, neither Symphony nor any of its Subsidiaries has been a member of any affiliated group filing a consolidated federal income Tax Return other than as part of the affiliated group filing a consolidated federal income Tax Return with Seller. Neither Symphony nor any of its Subsidiaries has any liability for Taxes of any Person as defined in
Section 7701(a)(1) of the Code (other than Symphony in respect of itself, and its Subsidiaries in respect of themselves), including without limitation under Treas. Reg. ss. 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, as a result of any merger or liquidation, or otherwise;

(h) None of the assets of Symphony or its Subsidiaries (i) are required to be treated as being owned by any other Person pursuant to the so-called safe harbor lease provisions of former Section 168(f)(8) of the Code, (ii) secure any debt the interest on which is tax-exempt under Section 103(a) of the Code, (iii) are tax-exempt use property within the meaning of Section 168(h) of the Code, (iv) are subject to a 467 rental agreement as defined in Section 467 of the Code, or (v) constitute an "amortizable section 197 intangible" within the meaning of Section 197(c) of the Code that is not amortizable by reason of having been acquired pursuant to the nonrecognition transactions described in Section 197(f)(2)(B) of the Code or the anti-churning rules of Section 197(f)(9) of the Code and the Treasury Regulations thereunder;

(i) Symphony and its Subsidiaries are, and have been since August 30, 2003 have been, properly characterized as a disregarded entity for U.S. federal and state income tax purposes and Symphony and each of its Subsidiaries has not taken any position inconsistent with such treatment with regard to any Tax. Each transaction whereby Symphony and each of its Subsidiaries was converted from a corporation to a disregarded entity was intended to qualify as a tax-free liquidation under Section 332 of the Code. The Symphony Interests and the membership or other equity interests of Symphony's Subsidiaries do not constitute stock for federal income tax purposes and are disregarded for such purposes.

(j) There are no elections in effect made by Symphony or any of its Subsidiaries pursuant to Sections 338 or 336(e) or the Code or the Treasury Regulations thereunder;

(k) Any Tax sharing (or similar) agreement between Symphony and its Subsidiaries on the one hand, and any third party on the other hand, will be terminated as of the Closing Date, and will thereafter have no further effect for any taxable year (whether the current year, a future year, or a past year). Any payments required by any such Tax sharing agreement will be made at or prior to the termination thereof;

(l) Neither Symphony nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) entered into on or prior to the Closing Date; or (iii) installment sale made on or prior to the Closing Date;

(m) Neither Symphony nor any of its Subsidiaries has made any payments, nor is it obligated to make any payments, nor it is a party to any agreement that could obligate it to make any payments that will not be deductible under Code Section 280G or any comparable provision of foreign income tax law;

Neither Symphony nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Code
Section 897(c)(2) during the applicable period specified in Code
Section 897(c)(1)(A)(ii);

(n) Except as otherwise set forth in Section 4.12 of the Disclosure Schedule, (i) neither Symphony nor any of its Subsidiaries owns any real property in any jurisdiction in which a Tax is imposed upon the transfer of securities of an issuer having an interest in real property; (ii) neither Symphony nor any of its Subsidiaries is a party or subject to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes; (iii) neither Symphony nor any of its Subsidiaries has participated in any "reportable transaction" or acted as a "material advisor" with respect thereto, as such terms are defined, in the case of "reportable transaction" in the Treasury Regulations under Code Sections 6011 and 6112, and in the case of "material advisor," as defined in Code section 6111; (iv) neither Symphony nor any of its Subsidiaries is a foreign person within the meaning of section 1445 of the Code;

(o) Section 4.12 of the Disclosure Schedule sets forth an accurate list of all states, counties, cities and other taxing jurisdictions (whether foreign or domestic) to which any Tax is properly payable by Symphony or any Subsidiary; and

(p) For purposes of this Section 4.12 and Article 10, any reference to "Symphony" or "Subsidiary" shall include any predecessor entity thereto.

(q) The representations and warranties contained in this
Section 4.12 are the only representations and warranties being made with respect to the Taxes of Symphony and its Subsidiaries and the compliance of Symphony and its Subsidiaries with applicable Tax Laws. No other representations or warranties, expressed or implied, are being made by Seller and Symphony with respect thereto.

(r) No clearance certificate or similar document(s) is required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price with respect to the Symphony Interests, the membership or other equity interests of Symphony's Subsidiaries or their respective assets.

4.13. INSURANCE POLICIES. Section 4.13 of the Disclosure Schedule contains an accurate and complete description of all policies of property, fire and casualty, product liability, workers' compensation, and other forms of insurance held by either of Symphony or any of its Subsidiaries or with respect to which Symphony or any of its Subsidiaries is a beneficiary (the "Symphony Insurance Policies"). True, correct and complete copies of such Symphony Insurance Policies have been made available to Buyer. All of the Symphony Insurance Policies are in full force and effect, all premiums with respect thereto have been paid to the extent due and no written notice of cancellation or termination has been received with respect to any such Symphony Insurance Policy (other than policies which Symphony has replaced or intends to replace prior to the expiration thereof by policies providing substantially the same types and amounts of coverage). Since August 30, 2003, neither Symphony nor any of its Subsidiaries has submitted a claim under its Directors' and Officers' indemnity insurance policies.

4.14. LICENSES. Section 4.14 of the Disclosure Schedule lists all of the material Licenses held by Symphony and each of its Subsidiaries. Such Licenses constitute all of the material Licenses required for the conduct of the businesses of Symphony and its Subsidiaries as presently conducted. Each such License is valid, binding and in full force and effect; and there are no proceedings pending, or to the Knowledge of Seller or Symphony, threatened, that seek the revocation, cancellation, suspension or adverse modification of any such License. Symphony and each of its Subsidiaries holding such Licenses are, and since January 1, 2003, have been in material compliance with all obligations under the Licenses. Since August 31, 2003, all reasonable steps have been taken to correct all deficiencies identified in any state licensing survey reports received by Symphony or any of its Subsidiaries.

4.15. ASSETS COMPLETE. As of the Closing Date, Symphony and its Subsidiaries own or have a valid right to use all material Fixed Assets required for the operation of the Businesses, as currently conducted.

4.16. REAL PROPERTY.

(a) Section 4.16 of the Disclosure Schedule contains a complete and accurate list of all real property leased by Symphony or any of its Subsidiaries, and all real property in which Symphony or any of its Subsidiaries have been granted a right of access, easement, license or other real property interest of any kind ("Symphony Real Property"). The Symphony Real Property constitutes all real property

used for, or for which access is necessary for, the operation of the businesses of Symphony or any of its Subsidiaries. Except as set forth in Section 4.16 of the Disclosure Schedule, Symphony or its Subsidiaries have a valid leasehold, license, easement or other real property interest in, and enjoy peaceful and undisturbed possession or right to access (consistent with historical use) of, all Symphony Real Property, in each case free and clear of all Encumbrances except for Permitted Encumbrances and subject to the terms of the Symphony Real Property Leases. Seller has made available to Buyer correct and complete copies of the leases, subleases and other rights listed in
Section 4.16 of the Disclosure Schedule (the "Symphony Real Property Leases"). Each of the Symphony Real Property Leases is in full force and effect, and no breach or default by Symphony or its Subsidiaries or, to the Knowledge of Symphony and Seller, by any other party thereto has occurred with respect thereto. Each Symphony Real Property Lease is enforceable against Symphony or its Subsidiaries, and, to the Knowledge of Symphony and Seller each other party thereto, in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and except where enforceability is subject to the application of equitable principles or remedies. Except for the Symphony Real Property Leases, there are no material leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to use or occupy any Symphony Real Property. Neither Symphony nor any of its Subsidiaries owns any real property;

(b) Except as set forth in Section 4.16 of the Disclosure Schedule, Symphony and its Subsidiaries have obtained all material Licenses from any Governmental Authority having jurisdiction over any of the Symphony Real Property required for the occupancy and use of any of the Symphony Real Property by Symphony or its Subsidiaries, and each such License is in full force and effect, and there is no pending, or to the Knowledge of Seller and Symphony threatened proceeding which could result in the modification or cancellation thereof except, in each case, for deviations from the foregoing which would not reasonably be expected to materially impair the continued use of such Symphony Real Property for the use currently being made thereof; and

(c) To the Knowledge of Seller or Symphony, neither Seller nor any of its Subsidiaries (including Symphony and its Subsidiaries) has received notice of any special assessment in an amount greater than $500,000, individually or in the aggregate, relating to any Symphony Real Property or any portion thereof, and to the Knowledge of Seller and Symphony, no such special assessment is pending or threatened. There are no pending or, to the Knowledge of Seller and Symphony, threatened condemnation proceedings with respect to any of the Symphony Real Property.

4.17. INTELLECTUAL PROPERTY. Section 4.17 of the Disclosure Schedule sets forth all material patents, trademarks, service marks, trade names and copyrights (whether registered or unregistered and including pending applications by Symphony or any of its Subsidiaries for any of the foregoing) used in the businesses of Symphony or any of its Subsidiaries as currently conducted. Symphony or its Subsidiaries own and/or have the rights to use all material Intellectual Property Rights used in their respective businesses as currently conducted. Except as set forth in Section 4.17 of the Disclosure

Schedule, to the Knowledge of Seller and Symphony, no other Person (a) has the right to use any of the Intellectual Property Rights of Symphony or any of its Subsidiaries, or (b) is infringing upon any such Intellectual Property Rights. To the Knowledge of Seller and Symphony, Symphony's and its Subsidiaries' use of such Intellectual Property Rights is not infringing upon or otherwise violating the rights of any third party. No proceedings have been instituted against or written notices received by Seller or its Subsidiaries (including Symphony and its Subsidiaries) alleging that the use of the Intellectual Property Rights by Symphony or any of its Subsidiaries infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property Rights.

4.18. CUSTOMERS. Section 4.18 of the Disclosure Schedule sets forth a complete and accurate list of the names of the fifteen (15) largest customers of Symphony and each of its Subsidiaries with respect to revenue and profitability for the most recent two (2) fiscal years showing the approximate total sales in dollars to each customer during such period. Except as disclosed in Section 4.18 of the Disclosure Schedule, neither Seller nor any of its Subsidiaries (including Symphony and its Subsidiaries) has received any written communication from any customer listed in Section 4.18 of the Disclosure Schedule stating its intention to discontinue doing business with Symphony or any of its Subsidiaries or to substantially reduce purchases from or use of products or services of Symphony or any of its Subsidiaries.

4.19. AFFILIATE TRANSACTIONS. Except as set forth in Section 4.19 of the Disclosure Schedule, (a) neither Seller nor any of its Subsidiaries (other than Symphony and its Subsidiaries) nor any officer, director or Affiliate of Seller or of any of its Subsidiaries (including Symphony and its Subsidiaries),
(b) no individual related by blood, marriage or adoption to any person described in clause (a), and (c) no entity in which any of the foregoing persons described in clause (a) or clause (b) owns individually or in the aggregate a greater than 10% beneficial interest, is a party to any material agreement, contract, commitment or transaction with Symphony or any of its Subsidiaries or has a material interest in any material property used by the Symphony or any of its Subsidiaries.

4.20. ENVIRONMENTAL MATTERS. Except as set forth in Section 4.20 of the Disclosure Schedule: (a) Symphony and its Subsidiaries are in material compliance with all of the Environmental Laws; (b) Symphony and its Subsidiaries have no material liability under any Environmental Law; (c) no written notices of any material violation or alleged material violation of, or any material liability under, any Environmental Law have been received by Symphony or any of its Subsidiaries since January 1, 2003; (d) there are no Actions, Governmental Orders or investigations pending or, to the Knowledge of Seller or Symphony, threatened, relating to compliance with or liability under any Environmental Law; and (e) copies of all Phase I or Phase II reports or other environmental audits in the possession of Seller or its Subsidiaries (including Symphony and its Subsidiaries) and relating to the Symphony Real Property have been provided to Buyer prior to the date hereof. The representations and warranties contained in this Section 4.20 are the only representations and warranties being made with respect to the compliance of Symphony and its Subsidiaries with Environmental Laws. No other representations or warranties, expressed or implied, are being made by Seller and Symphony with respect thereto.

4.21. ACCOUNTS RECEIVABLE. All accounts receivable of Symphony and its Subsidiaries as reflected in the Symphony Financial Statements, to the extent uncollected on the date hereof, and the accounts receivable arising subsequent to the date of the Financial Statements, arose from bona fide transactions in the ordinary course of business. All reserves, allowances and discounts with respect to the accounts receivable were determined in the ordinary course of business consistent with past practice.

4.22. MEDICARE AND MEDICAID; THIRD PARTY PAYORS. Except as set forth in
Section 4.22 of the Disclosure Schedule, neither Seller nor Symphony has received notice that Symphony or any of its Subsidiaries are subject to any restriction or limitation on the receipt of payment under Title XVIII of the Social Security Act ("Medicare") and Title XIX of the Social Security Act
("Medicaid"). Symphony and its Subsidiaries are "providers" (as defined therein) with valid and current provider agreements and with one or more provider numbers with Medicare, Medicaid, Tricare/CHAMPUS and successor programs (the "Government Programs") through intermediaries. Except as set forth in Section 4.22 of the Disclosure Schedule, Symphony and its Subsidiaries are in compliance in all material respects with the conditions of participation for the Government Programs. Except as set forth in Section 4.22 of the Disclosure Schedule, there is no pending or threatened, proceeding or investigation under the Government Programs involving Seller or Symphony or the Business. Except as set forth in
Section 4.22 of the Disclosure Schedule, (a) all claims have been submitted in substantial compliance with applicable billing requirements of the Government Programs and third party payors, and (b) neither Symphony nor any of its Subsidiaries has received notice of denial of payment or overpayment from the Government Programs, or any third party payor, with respect to the services provided by Symphony or any of its Subsidiaries.

4.23. COST REPORTS. Except as set forth in Section 4.23 of the Disclosure Schedule, since January 1, 2003, neither Symphony nor any of its Subsidiaries has been required to filed or caused to be filed any Cost Reports, cost reports or other similar reports with any third party payor.

4.24. EXCLUSION FROM GOVERNMENT PROGRAMS. Since January 1, 2003, except as set forth in Section 4.24 of the Disclosure Schedule, neither Symphony, its Subsidiaries nor any of the employees, independent contractors, officers or directors of any of them have been (i) excluded from participating in any federal health care program (as defined in 42 U.S.C. ss.1320a-7b(f)), (ii) subject to sanction pursuant to 42 U.S.C. ss.1320a-7a or 1320a-8, or (iii) convicted of a crime described at 42 U.S.C. ss.1320a-7b. To the Knowledge of Seller and Symphony, neither Symphony nor its Subsidiaries have engaged in any conduct that may lead to exclusion from participation in any such Government Programs, or had a civil monetary penalty assessed against them under Section 1128A of the Social Security Act or any regulations promulgated thereunder.

4.25. COMPLIANCE PROGRAM. Except as set forth in Section 4.25 of the Disclosure Schedule, (a) neither Symphony nor its Subsidiaries are a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, and (b) Symphony and its Subsidiaries have no ongoing reporting obligations pursuant to any Settlement Agreement entered into with any Governmental Authority. Symphony and its Subsidiaries have

developed internal policies and procedures for billing third party payors, including without limitation, Government Programs. Neither Symphony nor its Subsidiaries have received any notice from any third party payor, including without limitation, any Government Programs, that indicates that Symphony or its Subsidiaries are not in compliance with applicable billing requirements.

4.26. MEDICAL STAFF. Symphony and its Subsidiaries' employees who are medical professionals are under the supervision of, and subject to the policies, procedures and requirements of, the customers of Symphony and its Subsidiaries for whom such medical professionals provide services.

4.27 NO KNOWLEDGE OF MISREPRESENTATIONS OR OMISSIONS. Neither Seller nor Symphony has any Knowledge (i) that the representations and warranties of Buyer in this Agreement, as modified by the Disclosure Schedule, are not true and correct in all material respects, or (ii) that there are any material errors in or material omissions from the Disclosure Schedule.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller and Symphony as of the date hereof as follows:

5.1. ORGANIZATION AND STANDING. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities make such qualification necessary. Buyer has full corporate power and authority to own or lease its properties and assets and to carry on its business as it is currently conducted. Buyer has provided or made available to Seller true and correct copies of its certificate of incorporation and bylaws, each as amended as of the date hereof.

5.2. AUTHORITY; NO CONFLICTS. Except as disclosed in Section 5.2 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Documents and the agreements and transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action by Buyer and do not result in, and the consummation of the transactions contemplated hereby and thereby shall not result in, (a) a violation of any provision of Buyer's certificate of incorporation, bylaws, or similar organizational documents, (b) a material default (or event which with notice or lapse of time or both would constitute a material default) under, or the acceleration of any obligation under, any material Contract to which Buyer or its Subsidiaries is a party or by or to which any of their assets or properties may be bound or subject, or (c) a material violation of any Order to which Buyer is a party or by which Buyer or any of its property is bound, except in case of
(b) and (c) as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

5.3. GOVERNMENTAL CONSENTS. Except for the HSR Filing governed by
Section 6.18 and except as set forth in Section 5.3 of the Disclosure Schedule and except as would not result in a Material Adverse Effect, Buyer has obtained all material governmental consents and approvals required to be obtained by it and has filed all material notices, declarations or registrations required to be filed by it with any Governmental Authority, in each case, necessary to enter into this Agreement and each Related Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby, and all notice periods with respect thereto have expired or been terminated.

5.4. LITIGATION. With the exception of the matters described in Section 5.4 of the Disclosure Schedule, Buyer is not a party to any Action or investigation presently pending or, to the Knowledge of Buyer, threatened, before any court or Governmental Authority that would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the ability of Seller or Symphony or to consummate the transactions contemplated hereby or by the Related Documents.

5.5. BROKERS. Except as set forth in Section 5.5 of the Disclosure Schedule, no broker, finder, investment banker or other third party is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or its Subsidiaries.

5.6. SOLVENCY. Immediately after giving effect to the transactions contemplated hereby and the incurrence of any indebtedness therewith, the assets of the Buyer, Symphony and its Subsidiaries will exceed their respective liabilities. In connection with the consummation of the transactions contemplated hereby and the incurrence of any indebtedness in connection therewith, neither Buyer, Symphony nor any of its Subsidiaries will incur debts that will be beyond their ability to pay as such debts mature.

5.7. ACCREDITED INVESTOR. Buyer is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act and is acquiring the Symphony Interests for its own account for investment and with no present intention of distributing or reselling such securities or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act. Buyer understands that the Symphony Interests have not been registered under the Securities Act or any state securities laws and are being transferred to Buyer, in part, in reliance on the foregoing representation.

5.8. FUNDING. Buyer has or will have prior to the Closing all funds required in order to complete the purchase of the Symphony Interests on the terms contained in this Agreement. Buyer has delivered to Seller evidence of each of Buyer's debt and equity financing source's commitment to provide the funds referred to in the previous sentence, subject to the terms and conditions thereof.

5.9. NO KNOWLEDGE OF MISREPRESENTATIONS OR OMISSIONS. Buyer has no knowledge (i) that the representations and warranties of Seller and Symphony in this Agreement, as modified by the Disclosure Schedule, are not true and correct in all material respects, or (ii) that there are any material errors in or material omissions from the Disclosure Schedule.

5.10. INDEPENDENT INVESTIGATION. Buyer has conducted an independent investigation of the Business and Symphony's and its Subsidiaries' business operations, assets, liabilities, results of operations, financial condition and prospects in making its determination as to the propriety of the transactions contemplated by this Agreement and in entering into this Agreement, and has relied solely on the results of said investigation and on the representations and warranties of Seller and Symphony expressly contained in this Agreement.

ARTICLE 6

COVENANTS

6.1. CONDUCT OF SYMPHONY BUSINESSES PRIOR TO THE CLOSING.

(a) Seller and Symphony covenant that, between the date of this Agreement and the Closing Date, Symphony and its Subsidiaries shall conduct their respective businesses in the ordinary course and consistent with past practice. Without limiting the foregoing, except
(i) for such actions as are expressly contemplated by this Agreement and (ii) as described in Section 6.1 of the Disclosure Schedule, without the consent of Buyer, neither Symphony nor its Subsidiaries shall, and Seller shall not permit Symphony or its Subsidiaries to: (x) take any action which if taken prior to the date hereof would be required to be disclosed pursuant to Section 4.6, or (y) amend the articles of incorporation, bylaws and other governing documents of Symphony or its Subsidiaries. Seller and Symphony further agree that, prior to the Closing, they shall, and shall cause Symphony and its Subsidiaries to, use their reasonable efforts to preserve substantially intact the business organization of their businesses, keep available to Buyer the services of the key personnel of their businesses and preserve their current relationships with the material customers and suppliers of, and other Persons which have significant business relationships with, Symphony and its Subsidiaries.

(b) Without limiting the foregoing Section 6.1(a), during the period from the date hereof and continuing until the Closing Date, except for borrowing from Seller in the ordinary course of business to fund working capital needs of Symphony or to the extent that Buyer shall otherwise consent in writing, Symphony and its Subsidiaries shall not, and Seller shall not permit or cause it to, incur any Indebtedness. To the extent Symphony or its Subsidiaries incur such Indebtedness to Seller or to third party lenders, such Indebtedness shall be, to the extent not repaid in cash prior to the Closing, settled in accordance with Section 6.9.

6.2. ACCESS TO INFORMATION.

(a) From the date hereof through the Closing Date, upon reasonable notice and during normal business hours, the books and records of Symphony, Symphony's Subsidiaries and Seller (to the extent related to Symphony or Symphony's Subsidiaries), and to the senior management of Symphony for the purpose of consummating the transactions contemplated by this Agreement and ensuring an orderly transition of the Businesses following the Closing. From the date hereof through the Closing Date, Seller and Symphony shall provide to Buyer unaudited

monthly financial statements for Symphony and its Subsidiaries and reasonable access to the books and records of Symphony, its Subsidiaries and Seller (to the extent related to Symphony or Symphony's Subsidiaries), and to the senior management of Symphony for the purpose of consummating the transactions contemplated by this Agreement and ensuring an orderly transition of the Businesses following the Closing, to the extent reasonably requested by Buyer or its advisors. Notwithstanding the foregoing, all disclosures of information and documents pursuant to this Section 6.2(a) shall be in compliance with the privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and all other applicable Laws.

(b) Seller acknowledges that following the Closing Date, Buyer may require access to the books and records of Seller (to the extent related to Symphony or Symphony's Subsidiaries), in connection with Buyer's Tax Returns and audited financial statements of Symphony and its Subsidiaries. In such event, Seller shall provide reasonable cooperation and access to such financial information, upon reasonable notice and during normal business hours, to the extent reasonably requested by Buyer or its advisors. Buyer acknowledges that following the Closing Date, Seller may require access to the books and records of Symphony and its Subsidiaries in connection with Seller's obligations under the Purchase Agreement, dated as of April 16, 2003, by and between Abe Briarwood Corp. and LUK-Symphony Management, LLC. In such event, Buyer shall provide reasonable cooperation and access to such financial information, upon reasonable notice and during normal business hours, to the extent reasonably requested by Seller or its advisors. Notwithstanding the foregoing, all disclosures of information and documents pursuant to this Section 6.2(b) shall be in compliance with the privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and all other applicable Laws.

(c) Seller shall use commercially reasonable efforts to furnish to Buyer within 60 days following the Closing Date (i) audited financial statements of Symphony (on a consolidated basis with Symphony's subsidiaries) for the years ended December 31, 2005, 2004 and 2003 and unaudited interim financial statements for Symphony (on a consolidated basis with Symphony's subsidiaries) for any interim financial period ending on or prior to the Closing Date, each of which shall be prepared in accordance with the requirements of GAAP and meet the requirements of Regulation S-X of the Securities Act, and (ii) the consent of Symphony's independent accountants to the use of their reports thereon in Buyer's SEC Reports, as required by applicable Law or regulation.

(d) Buyer shall use commercially reasonable efforts to furnish to Seller within 30 days following the end of the applicable quarter
(i) unaudited interim financial statements for Symphony (on a consolidated basis with Symphony's subsidiaries) for any interim financial period ending on or prior to the Closing Date and for the following quarter, each of which shall be prepared in accordance with the requirements of GAAP and meet the requirements of Regulation S-X of the Securities Act, and (ii) the consent of Buyer's independent accountants to the use of their reports thereon in Leucadia's SEC Reports, as required by applicable Law or regulation.

6.3. CONFIDENTIALITY.

(a) From and after the Closing Date, each of Seller and its Affiliates shall preserve in strict confidence all confidential or proprietary information regarding Buyer, Symphony, Symphony's Subsidiaries and each of their respective businesses, shall not duplicate or use or disclose to any Person such information and instruct its employees who have had access to such information to keep confidential and not to use any such information (i) unless such information is now or is hereafter disclosed, through no act or omission of Seller or any of its Affiliates, in a manner making it available to the general public, (ii) unless such information is required by Law or legal process to be disclosed, and (iii) except to the extent included in any Tax Return required to be filed by Seller or to the extent reasonably related to the resolution by Seller of any dispute with any Governmental Authority with respect to such Tax Returns. Buyer shall be entitled to injunctive relief to enforce this
Section 6.3 in accordance with Section 9.5 hereof.

(b) From the date hereof through the Closing Date, each of Seller and Buyer shall continue to be bound by that certain Confidentiality Agreement, dated February 6, 2006, by and between Buyer and Seller (the "Confidentiality Agreement"). After the Closing Date, the Parties hereby agree that the Confidentiality Agreement shall terminate and be of no further force and effect.

6.4. COVENANT NOT TO COMPETE.

(a) Subject only to the exceptions expressly set forth in this
Section 6.4, for so long as Seller and its Affiliates are controlled by Leucadia National Corporation, Seller and its Affiliates shall not, throughout the period from and including the Closing Date and continuing for four (4) years thereafter, unless earlier terminated or extended as provided herein (the "Restricted Period"), directly or indirectly (including, without limitation, through any subcontracting or similar arrangement with any other Person), whether independently or in association with another entity: (i) engage in the Businesses, (ii) own any equity or other ownership interest in any Person who is engaged in the Businesses, or (iii) otherwise participate in, manage, control any Person who is engaged in the Businesses, in each case anywhere in the United States.

(b) Notwithstanding any provision of this Section 6.4, nothing contained herein shall prohibit Seller and its Affiliates from investing in (i) the securities of private equity, venture capital and hedge funds (provided that Seller and its Affiliates do not control the investment decisions of such funds) or (ii) stocks, bonds or other securities of any business organization (but without otherwise participating in such business) which engages in the Businesses, provided that either (A) such business organization's principal line of business is not one or more of the Businesses or (B) such investment in any class of such securities does not exceed twenty (20%) of the issued and outstanding shares of such class, or twenty (20%) of the aggregate outstanding principal amount of such class.

(c) The parties acknowledge and agree that the time, scope, and other provisions of this covenant have been specifically negotiated by sophisticated, commercial parties and specifically hereby agree that

such time, scope and other provisions are reasonable under the circumstances. The parties further agree that if, at any time, despite the express agreement of the parties hereto, a court of competent jurisdiction holds that any portion of this Covenant is unenforceable because any of the restrictions herein are unreasonable, or for any other reason, the maximum restrictions of time and scope, as determined by such court, will be substituted for any such restrictions held unenforceable.

6.5. SOLICITATION OF EMPLOYEES. For a period of four (4) years after the Closing Date, Seller shall not and shall cause each of its Subsidiaries and Affiliates to not, without Buyer's prior written consent, solicit or hire any person set forth in Section 6.5 of the Disclosure Schedule to become an employee or independent contractor of Seller or any of its Subsidiaries or Affiliates; provided, however, that the foregoing shall not prevent Seller or any of its Subsidiaries or Affiliates from hiring (a) any Person who responds to a general advertisement for employment not specifically or primarily directed to Symphony Employees or independent contractors of Symphony; or (b) the individuals who are the Chief Executive Officer and the Chief Financial Officer of Symphony as of the date hereof if at any point in time they should no longer be employed by Buyer, Symphony or any of their Subsidiaries. If, at the time of enforcement of this section, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period or scope reasonable under such circumstances shall be substituted for the stated period, scope or area.

6.6. REGULATORY AND OTHER AUTHORIZATIONS, CONSENTS. Subject to the terms and conditions herein provided, each Party shall: (a) use reasonable efforts to cooperate with one another in: (i) determining which filings are required to be made prior to the Closing with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and any Related Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (b) use reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. Notwithstanding, the provisions of this Section 6.6 shall not govern the parties respective obligations under the HSR Act, which shall be governed solely by the terms of Section 6.18.

6.7. NOTIFICATION OF CERTAIN MATTERS. From the date hereof through the Closing Date, each Party shall give prompt notice to any other Party of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause such notifying Party's respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect and (b) any material failure of the notifying Party to comply with or satisfy any of its respective covenants, conditions or agreements to be complied with or satisfied by it under this Agreement; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement, or to satisfy any condition. From the date hereof through the Closing, Seller shall provide to Buyer the unaudited consolidated balance sheet of Symphony and the related consolidated statements

of income and cash flow for Symphony for each month from the date hereof through the Closing Date within 15 calendar days after the end of each such month.

6.8. EXCLUSIVITY. From the date hereof through the Closing Date or earlier termination of this Agreement pursuant to Article 11, neither Seller nor Symphony shall, nor shall any of them knowingly permit any of their respective Affiliates, officers, directors, employees, representatives and agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group of Persons (other than Buyer or any of its Affiliates) in furtherance of any merger, sale of assets, sale of shares of capital stock or similar transactions involving Symphony. Seller and Symphony shall (a) immediately notify Buyer (orally and in writing) if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, any information is requested with respect to the transactions contemplated hereby or any offer is made with respect to Symphony, the Symphony Interests or any of the material assets of Symphony, (b) include in such notification the terms of any such proposal or offer that it may receive with respect thereto (and provide Buyer with a copy thereof in writing), including the identity of the soliciting party and (c) keep Buyer informed with respect to the status of the foregoing.

6.9. REPAYMENT OF INTERCOMPANY ACCOUNTS AND THIRD-PARTY INDEBTEDNESS; TERMINATION OF AFFILIATE TRANSACTIONS.

(a) At or prior to the Closing, Seller shall cause (x) Symphony and each of its Subsidiaries to repay or otherwise satisfy the full amount of any account receivable or tax obligation owed from Symphony to Seller or its Subsidiaries (other than Symphony) or owed from any of Symphony's Subsidiaries to Seller or Symphony (each, an "Intercompany Account"), (y) Symphony and each of its Subsidiaries to repay or otherwise satisfy the full amount of all Indebtedness set forth in Section 4.6 of the Disclosure Schedule (other than an Intercompany Account) ("Third Party Indebtedness"), and (z) Symphony and its Subsidiaries to distribute to Seller all Cash and Cash Equivalents on hand as of the Closing Date, after giving effect to the foregoing.

(b) At or prior to the Closing, Seller shall, and shall cause its Affiliates to, terminate each agreement set forth in Section 4..19 of the Disclosure Schedule (each an "Affiliate Agreement") so that following the Closing, Symphony shall have no further obligation thereunder.

(c) At or prior to the Closing, Seller shall be entitled to cause Symphony Health Services, Inc. to transfer all of its rights under the Respiratory Sale Agreement (including rights pursuant to the earnout obligations thereunder) to Seller for nominal consideration.

6.10. TRANSITIONAL MATTERS. Prior to the Closing, the Parties shall cooperate including providing notice regarding the transactions contemplated by this Agreement to (a) the Symphony Employees, (b) material customers and suppliers of Symphony and its Subsidiaries and (c) other Persons which have significant business relationships with Symphony or its Subsidiaries, in each

case, in a manner reasonably calculated to preserve the current relationships of Symphony and its Subsidiaries, except as otherwise expressly contemplated by the terms of this Agreement.

6.11. TAX TREATMENT. The parties hereto intend for U.S. federal income tax purposes that the transactions contemplated by this Agreement will be treated as an acquisition by the Buyer of the assets of Symphony and Symphony's Subsidiaries. Neither Seller nor Buyer shall take a position in any Return or examination or other administrative or judicial proceeding (including any ruling request) relating to any Tax that is inconsistent with such treatment.

6.12. AGREEMENT ON VALUATION.

(a) Within 120 days after the Closing Date, Buyer shall provide to Seller a proposed allocation of the purchase price described in Section 2.2 (as adjusted pursuant to Section 2.3 ) among the assets of Symphony and its Subsidiaries and the noncompetition agreement set forth in Section 6.4, which allocation shall be reasonable and in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Allocation Statement"). Within ten days following such provision, Seller shall have the right to object to the Allocation Statement (by written notice to Buyer), and if Seller objects, it shall notify Buyer (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which Form 8594 is required to be filed with the appropriate Tax authority. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Auditor as promptly as practicable. The fees and expenses of the Auditor shall be apportioned and paid equally by Seller and Buyer. Except with respect to any subsequent adjustments to the purchase price (which shall be allocated using the mechanism for allocating purchase price in this Section 6.12), Seller and Buyer and their respective Affiliates (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 6.12 consistent therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns required to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise (in each case, unless required to do otherwise pursuant to a "determination" as defined in Section 1313 of the Code (a "Determination")). In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute.

(b) Each of Seller and Buyer shall cooperate in the preparation and timely filing of (1) Form 8594 and any comparable state or local forms or reports, and (2) to the extent permissible by or required by law, any corrections, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the purchase price).

6.13. CERTAIN TAX MATTERS. Prior to Closing, none of Symphony, its Subsidiaries nor Buyer shall make or change any election, change an annual accounting period, adopt or change an accounting method, file any amended Tax Return, fail to pay any Taxes which are first due and payable in the period from January 1, 2006 through and including the Closing Date, enter into any closing agreement, settle any Tax claim or assessment relating to Symphony, its Subsidiaries or Buyer, as the case may be, surrender any right to claim a refund of Taxes, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of Symphony, its Subsidiaries or Buyer, as the case may be.

6.14. CONVEYANCE TAXES. Notwithstanding anything to the contrary in this Agreement, any transfer, documentary, sales, use, stamp, registration and other such Taxes incurred in connection with the transfer of the Symphony Interests to Buyer shall be paid 50% by Buyer and 50% by Seller. Each party shall file any necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, if required by applicable law.

6.15. CONTINUING DISREGARD ENTITY STATUS. Seller shall not take any action or permit any action to be taken that could result in Symphony or any of its Subsidiary ceasing to be a disregarded entity for federal and state income tax purposes for all periods through the Closing Date.

6.16. SEVERANCE OBLIGATIONS. Buyer shall be responsible for all liabilities in respect of all costs arising out of payments and benefits relating to, stay bonuses offered to, or the resignation from, termination of or alleged termination of employment of, Symphony Employees arising after the Closing Date (including the severance obligations owed to the Chief Executive Officer and Chief Financial Officer of Symphony pursuant to their respective employment agreements with Symphony, which payments shall be made by Buyer at the earliest date such payment would not be subject to excise tax pursuant to Code Section 409A; provided further, the Parties may agree prior to Closing to allow a further payment deferral election subject to the terms, conditions and limitations of Code Section 409A which election may be effective after Closing).

6.17. COBRA. Buyer shall be responsible for the administration of and shall assume any and all obligations arising under the continuation coverage requirements of Section 4980B of Code and Part 6 of Title I of ERISA, or any similar requirement under applicable state law, for those plan participants in, and beneficiaries under, the Symphony Employee Plans who are eligible to exercise their rights to such coverage as of or following the Closing Date.

6.18. HSR FILING. Seller and Buyer shall, as promptly as practicable, but in no event later than five calendar days following the execution and delivery of this Agreement, submit all filings required by the HSR Act (the "HSR Filing") to the DOJ and FTC, and thereafter provide, as appropriate, any supplemental information requested in connection therewith pursuant to the HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Authority for which such filing

is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable antitrust regulation. Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or other applicable antitrust regulation. Each of Buyer and Seller will promptly inform the other party of any material communication received by such party from any Governmental Authority in respect of the HSR Filing. Each of the parties will (a) use its respective commercially reasonable efforts to comply as expeditiously as possible with all requests of any Governmental Authority for additional information and documents, including information or documents requested under the HSR Act or other applicable antitrust regulation; (b) not (i) extend any waiting period under the HSR Act or any applicable antitrust regulation or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except, in each case, with the prior consent of the other parties; and (c) cooperate with the other parties and use commercially reasonable efforts to contest and resist any administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Buyer and Seller agrees to cooperate with the other party to effect prior to the Closing Date, the sale, divestiture or disposition of such assets or businesses of Buyer, Symphony or their respective Subsidiaries as may be required in order to avoid the entry of, or to effect the dissolution of, any Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that neither Buyer nor Seller shall be required to sell, divest or dispose of any material asset or businesses of such party. Buyer shall pay all filing fees under the HSR Act.

6.19. INSURANCE. Prior to Closing, Seller shall cause Symphony to be the policyholder of all insurance policies providing benefits under any Symphony Employee Plan, and that Symphony's Subsidiaries are covered by such policies with respect to the eligible employees of such Subsidiaries to the extent such Subsidiaries were covered under the policies prior to Closing. Symphony shall provide documentation to Buyer that the foregoing sentence is true as of Closing.

6.20. DEFERRED COMPENSATION PLANS. Prior to Closing, Seller shall cause Symphony to adopt an amendment to the Symphony Health Services Nonqualified Deferred Compensation Plan to allow for payment on a specified date. Prior to Closing, Seller shall cause Symphony to adopt an amendment to the Symphony Health Services Mutual Fund Option Plan to allow for payment upon a change in control.

ARTICLE 7

CONDITIONS TO THE OBLIGATIONS OF SELLER AND SYMPHONY

The obligations of Seller and Symphony to consummate the transactions contemplated by this Agreement are subject to the fulfillment at the Closing of the following conditions, any one or more of which may be waived by Seller, to the extent permitted by law:

7.1. REPRESENTATIONS AND COVENANTS. (a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing (or, in the case of representations and warranties by Buyer which address matters only as of a particular date as of such date), (b) Buyer shall have duly performed and complied with in all material respects all covenants, agreements and conditions to be performed or satisfied by Buyer on or prior to the Closing Date and (c) Seller shall have received a certificate executed by the chief financial officer of Buyer as to the matters set forth in clauses (a) and (b) above.

7.2. ABSENCE OF ADVERSE GOVERNMENTAL ACTION. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or order which is in effect and has the effect of making the transactions contemplated by this Agreement or any of the Related Documents illegal or otherwise prohibiting consummation of such transactions.

7.3. CONSENTS AND APPROVALS. All waivers, licenses, agreements, permits, consents, approvals or authorizations of third parties or governmental agencies set forth on Section 7.3 of the Disclosure Schedule shall have been obtained and shall be in full force and effect and without conditions or limitations and Seller shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of same.

7.4. NO MATERIAL ADVERSE CHANGE. Between the date hereof and the Closing Date, there shall not have occurred any material adverse change in the assets, liabilities, business, condition (financial or otherwise), or results of operations of Buyer and its Subsidiaries, taken as a whole.

7.5. RESOLUTIONS. Seller shall have received a true and complete copy, certified by an authorized officer of Buyer, of the resolutions duly and validly adopted by the Board of Directors of Buyer evidencing its authorization of the execution and delivery of this Agreement and each Related Document to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby (including, without limitation the issuance of the Buyer Shares to be issued to Seller at the Closing).

7.6. INCUMBENCY CERTIFICATE. Seller shall have received a certificate of a duly authorized officer of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Related Documents to which it is a party and the other documents to be delivered hereunder.

7.7. HART-SCOTT RODINO ACT. Any waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of such transaction, which action shall have not been withdrawn or terminated.

ARTICLE 8

CONDITIONS TO THE OBLIGATIONS OF BUYER

The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment at the Closing of the following conditions, any one or more of which may be waived by Buyer, to the extent permitted by law:

8.1. REPRESENTATIONS AND COVENANTS. (a) The representations and warranties of Seller and Symphony set forth in this Agreement (read without any materiality qualifications) shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing (or, in the case of representations and warranties by Seller and Symphony which address matters only as of a particular date as of such date), other than failures to be true and correct that, individually and in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) Seller and Symphony shall have duly performed and complied with in all material respects all covenants, agreements and conditions to be performed or satisfied by Buyer on or prior to the Closing Date and (c) Buyer shall have received a certificate executed by the chief financial officer of Seller as to the matters set forth in clauses (a) and (b) above.

8.2. ABSENCE OF ADVERSE GOVERNMENTAL ACTION. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or order which is in effect and has the effect of making the transactions contemplated by this Agreement or any of the Related Documents illegal or otherwise prohibiting consummation of such transactions.

8.3. CONSENTS AND APPROVALS. All waivers, licenses, agreements, permits, consents, approvals or authorizations of third parties or governmental agencies set forth on Section 8.3 of the Disclosure Schedule shall have been obtained and shall be in full force and effect and without conditions or limitations and Buyer shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of same.

8.4. RESOLUTIONS. Buyer shall have received a true and complete copy, certified by an authorized officer of Seller of the resolutions duly and validly adopted by the Boards of Directors of Seller and Symphony evidencing their authorization of the execution and delivery of this Agreement and each Related Document to which Seller or Symphony are a party and the consummation of the transactions contemplated hereby and thereby.

8.5. INCUMBENCY CERTIFICATE. Buyer shall have received a certificate of a duly authorized officer of Seller certifying the names and signatures of the officers of Seller and Symphony authorized to sign this Agreement, the Related

Documents to which they are a party and the other documents to be delivered hereunder.

8.6. FIRPTA CERTIFICATE. Seller shall deliver, or cause to be delivered, to Buyer an executed affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code Section 1445(b)(2) and Treasury Regulation Section 1.1445-2(b), which statement certifies that the Seller is not a foreign person and sets forth Seller's name, taxpayer identification number and address.

8.7. RESIGNATION OF OFFICERS AND DIRECTORS. Except as provided on
Section 10.9 of the Disclosure Schedule, each member of the board of directors and each officer of Symphony shall have resigned as elected or appointed directors or officers of Symphony, effective as of the Closing Date.

8.8. SETTLEMENT OF INTERCOMPANY ACCOUNTS. At or prior to the Closing, Seller and Symphony shall have settled the Intercompany Accounts and Third Party Indebtedness as contemplated by Section 6.9 hereof so that as of the Closing the balance of such Intercompany Accounts and Third Party Indebtedness shall be zero.

8.9. TERMINATION OF AFFILIATE AGREEMENTS. Each of the Affiliate Agreements shall have been terminated, so that following the Closing Symphony shall have no further obligation thereunder.

8.10. HART-SCOTT RODINO ACT. Any waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of such transaction, which action shall have not been withdrawn or terminated.

ARTICLE 9

INDEMNIFICATION; SURVIVAL

9.1. INDEMNIFICATION BY SELLER. Seller agrees to indemnify, defend and hold harmless Buyer and Buyer's directors, officers, employees, stockholders, partners, members, Affiliates, Subsidiaries, including Symphony, its Subsidiaries, and assigns (each a "Buyer Indemnified Party") from and against any and all Losses arising out of, resulting from or relating to (a) any breach, nonperformance or inaccuracy of any representation, warranty or covenant by Seller or Symphony made or contained in this Agreement or in any Exhibit, Disclosure Schedule, certificate, Related Document or other document executed and delivered to Buyer by Seller or by or on behalf of Symphony under or pursuant to this Agreement or the transactions contemplated herein, (b) all liabilities or obligations related to workers' compensation or employment practices claims asserted (whether before, on or after the Closing Date) with respect to any occupational illness or injury or employment practice or discrimination claim arising or occurring prior to the Closing Date by any present or former officer, employee, contractor, agent or representative of Symphony, whether or not insured and whether or not a reserve exists therefor on the Symphony Interim Financial Statements, other than those liabilities and

obligations for which Buyer has indemnified Seller and Symphony pursuant to the letter agreement, dated as of April 28, 2006, delivered by Buyer to Seller and Symphony (the "Letter Agreement") (c) all liabilities of Seller or Symphony for commissions or fees owed to any finder or broker in connection with the transactions contemplated hereunder; (d) any transaction bonuses, change-of-control payments or other amounts payable to any employee or contractor as a result of the consummation of the transactions contemplated hereby, other than payments governed by Section 6.16 of this Agreement; (e) any employee benefit arrangement or employee benefit plan (as defined in Section 3(3) of ERISA) sponsored as of the Closing by Seller or its ERISA Affiliates other than Symphony or any of its Subsidiaries, and (f) all liabilities and obligations of Symphony arising under or in relation to the Respiratory Sale Agreement.

9.2. INDEMNIFICATION BY BUYER. Buyer agrees to indemnify, defend and hold harmless Seller and Seller's directors, officers, employees, stockholders, partners, members, Affiliates, Subsidiaries (each a "Seller Indemnified Party") from and against any and all Losses arising out of, resulting from or relating to (a) any breach, nonperformance or inaccuracy of any representation, warranty or covenant by Buyer made or contained in this Agreement or in any Exhibit, Disclosure Schedule, (b) operation of the Businesses after the Closing Date, (c) any Symphony Employee Plan after the Closing Date, certificate, Related Document or other document executed and delivered to Seller by Buyer under or pursuant to this Agreement or the transactions contemplated herein, (d) any breach or nonperformance of Buyer's obligations under the Letter Agreement, and (e) all liabilities of Buyer for commissions or fees owed to any finder or broker in connection with the transactions contemplated hereunder.

9.3. METHOD OF ASSERTING CLAIMS, ETC. All claims for indemnification by any Buyer Indemnified Party or any Seller Indemnified Party (each, an "Indemnified Party") shall be asserted and resolved as follows:

(a) In the event that any claim or demand in respect of which any Indemnified Party would be entitled to indemnification hereunder is asserted against such Indemnified Party by a third party, such Indemnified Party shall with reasonable promptness notify the party from whom indemnification is sought ("Indemnifying Party") of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party's rights to indemnification hereunder, except to the extent such delay or failure prejudices the Indemnifying Party's ability to defend such claim or mitigate any Losses resulting therefrom. The Indemnifying Party shall have thirty (30) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not it disputes entitlement of the Indemnified Party to indemnification hereunder with respect to such claim or demand, and (ii) whether or not it desires at no cost or expense to the Indemnified Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not materially prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the

Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third cross complaint against any person. Such cooperation shall include the retention and the provision to the Indemnifying Party of records, documents and information that are considered relevant to any such claim or demand, and making employees available on a mutually convenient basis to provide additional information, explanation or testimony with respect thereto. No claim that admits fault or that requires the Indemnifying Party to make any payment may be settled without the consent of the Indemnifying Party.

(b) In the event any Indemnified Party should have an indemnification claim hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnified Party specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible.

9.4. CERTAIN INDEMNIFICATION PAYMENTS. The Parties agree that in the event that the Indemnifying Party is obligated to make any indemnification payment with respect to any Losses pursuant to this Article 9, the Indemnifying Party shall be entitled to effect such indemnification payment by paying to the Indemnifying Party in question cash in the aggregate amount of the Losses for which such Indemnified Party is entitled to indemnification.

9.5. INJUNCTIVE RELIEF. In addition to any rights or remedies available by law, the Parties shall have the right to seek injunctive relief, declaratory relief or specific performance as remedies for the breach of any covenant under this Agreement.

9.6. LIMITATIONS.

(a) Any other provision hereof to the contrary notwithstanding, the parties agree that the representations and warranties of the parties contained in this Agreement shall survive the Closing for a period of 18 months, except that (i) solely in the case of the representations and warranties contained in Section 4.12 which shall survive until the expiration of the applicable statute of limitations, if later (giving effect to any waiver, mitigation or extension thereof); and (ii) solely in the case of the representations and warranties contained in Section 4.1, which survive without limitation. The survival of the representations and warranties contained in Section 4.12 shall be governed by Article 10.

(b) Notwithstanding any other provision of this Article 9, (i) the Buyer Indemnified Parties shall not be entitled to indemnification hereunder for Losses arising out of a breach of Seller's or Symphony's representations or warranties contained in this Agreement until the aggregate of all Losses to all Buyer Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000) and then all Buyer Indemnified Parties shall be entitled to indemnification for all of such Losses (subject to the following clause (ii) and Section 9.6(d)), and (ii) the Buyer Indemnified Parties shall not be entitled to indemnification hereunder for any Losses arising out of a breach of Seller's or Symphony's representations or warranties contained in this Agreement which exceed Six Million Five Hundred Thousand Dollars ($6,500,000) in the aggregate. The limitations set forth in the immediately preceding sentence, however, shall not apply to claims by the Buyer Indemnified Parties arising out of any breach or inaccuracy of any representation or warranty by Seller or Symphony made or contained in Section 4.1 or
4.12 (subject to Section 9.6(d)).

(c) Neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover under Article 9 or Article 10:

(i) With respect to consequential damages of any kind, damages consisting of business interruption or lost profits (regardless of the characterization thereof), damages computed on a multiple of earnings or similar basis, and indirect, special, exemplary and punitive damages;

(ii) With respect to any inaccuracy in or breach of any representation and warranty or covenant by or of Seller which is contained herein if, at or before the time of Closing, Buyer had actual knowledge of the inaccuracy or breach;

(iii) With respect to any inaccuracy in or breach of any representation and warranty or covenant by or of Buyer which is contained herein if, at or before the time of Closing, Seller or Symphony had actual knowledge of the inaccuracy or breach;

(iv) To the extent the subject matter of the claim is covered by insurance held by Buyer, Symphony or its Subsidiaries; and

(v) To the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves with respect to such matters which are reflected in the Closing Balance Sheet and taken into account in the calculation of the Closing Net Working Capital.

(d) Notwithstanding any other provision of this Agreement, the Buyer Indemnified Parties shall not be entitled to indemnification hereunder for Losses which exceed Twenty Million Dollars ($20,000,000) in the aggregate.

9.7. SOLE AND EXCLUSIVE REMEDY. Except in the event of fraud and except as provided in this Article 9 and Article 10, if the Closing occurs, the remedies for indemnification contained in this Article 9 shall be the exclusive

remedies of the parties hereto with respect to any breach of any representation or warranty and shall be deemed exclusive of any other remedy conferred by law or equity upon any party hereto.

ARTICLE 10

TAX MATTERS

10.1. INDEMNITY. From and after the Closing, Seller shall indemnify and hold harmless each Buyer Indemnified Party from any and all Losses arising out of or in connection with (a) any Taxes payable by Symphony and its Subsidiaries for all taxable periods ending on or prior to the Closing Date, and for the portion of all taxable periods beginning prior to the Closing Date and ending after the Closing Date for that portion of such taxable period up to and including the Closing Date (a "Pre-Closing Partial Period") (b) any breach of any representation or warranty in Section 4.12, or any covenant made by the Company in this Article 10 or in any of Sections 6.12, 6.13 or 6.14 of this Agreement; (c) Taxes of any person (as defined in Section 7701(a) of the Code) (other than Symphony with respect to itself and its Subsidiaries with respect to themselves) imposed on Symphony or any of its Subsidiaries as a transferee or successor, by contract or otherwise; and Taxes of any member of an affiliated, consolidated, combined or unitary group of which Symphony (or any predecessor) is or was a member on or prior to the Closing Date, including but not limited to
Section 1.1502-6 of the United States Treasury Regulations (or any similar or analogous provision of state, local, or foreign law or regulation). Notwithstanding the foregoing, no payment to any Buyer Indemnified Party shall be required for Taxes to the extent reserves for such Taxes are established on the Closing Balance Sheet and reflected in the calculation of Closing Net Working Capital (other than any reserves for deferred Taxes established to reflect timing differences between book and Tax income).

10.2. PAYMENT OF TAX OBLIGATIONS. Buyer shall notify Seller of any Tax obligation under Section 10.1 for (x) any taxable period ending on or before the Closing Date and (y) any Pre-Closing Partial Period (determined in accordance with the principles of Section 10.6) at least seven (7) days before such obligation is due to be paid. Seller shall wire funds to Buyer or its designee no later than two (2) days before such payments are due to be paid.

10.3. RETURNS AND REFUNDS. Seller at its expense shall be responsible for the preparation of all Tax Returns of Symphony and each of its Subsidiaries required to be filed after the Closing Date that relate to taxable periods ending on or before the Closing Date. Seller shall also be responsible for payment in full (net of any amounts reserved for Taxes on the Closing Balance Sheet to the extent reflected in the calculation of the Closing Net Working Capital (other than any reserves for deferred Taxes established to reflect timing differences between book and Tax income)) of all Taxes shown to be due thereon. Buyer, at its expense, shall cause to be prepared and timely filed all other Tax Returns of Symphony and each of its Subsidiaries which are filed after the Closing Date with respect to periods that begin on or before and end after the Closing Date. Buyer shall cause all such Tax Returns to be prepared in a manner consistent with prior practices of Symphony. All such Tax Returns shall be subject to the prior approval of Seller which shall not be unreasonably withheld. Seller shall be entitled to any refunds of Taxes relating to taxable periods ending on or before the Closing Date and any Pre-Closing Partial Period

(other than any refunds arising from carry-backs from periods ending after the Closing Date). Buyer and Symphony, upon the request of Seller, shall use reasonable commercial efforts to obtain any such Tax refunds which can be reasonably said to be available under applicable law and shall pay over to Seller the amount of any such Tax refunds within fifteen (15) days after receipt thereof. Seller shall reimburse Buyer and Symphony for all costs in connection with seeking or obtaining a Tax refund for the benefit of Seller pursuant this
Section 10.3.

10.4. COOPERATION. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns of Symphony, the filing and prosecution of any Tax claims and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

10.5. CONTESTS. Buyer agrees to give prompt notice to Seller of any proposed adjustment to Taxes payable by Symphony or any of its Subsidiaries (other than income Taxes includible in a consolidated or combined Tax Return of Seller) for periods ending on or prior to the Closing Date (other than income Taxes includable on a consolidated or combined Tax Return of Seller) or any Pre-Closing Partial Period. Seller shall give Buyer prompt notice of any proposed adjustments in income Taxes of Symphony includable on a consolidated or combined Tax Return of Seller. Buyer and Seller shall cooperate with each other in the conduct of any audit or other proceeding involving Symphony or and of its Subsidiaries for such periods and each party may participate at its own expense. Seller shall have the right to control the conduct of any such audit or proceeding for which Seller agrees in writing that any resulting Tax allocable to any period prior to and including the Closing Date is covered by the indemnity set forth in Section 10.1 of this Agreement, (such audit or proceeding, a "Sellers' Contest"), provided that: (i) Seller shall keep Buyer informed regarding the progress and substantive aspects of any Sellers' Contest and (ii) Seller shall not compromise or settle any Sellers' Contest if such compromise or settlement would have the effect of (x) increasing any Tax liability of Symphony or any of its Subsidiaries or (y) otherwise materially and adversely affect any item or Tax attribute of Symphony or any of its Subsidiaries, in each case for any taxable period ending after the Closing Date, without obtaining Buyer's consent, which consent shall not be unreasonably withheld. If Seller chooses to direct a Sellers' Contest, Buyer shall cause powers of attorney authorizing Seller's designee to represent Symphony and its Subsidiaries before the relevant taxing authority and such other documents as are reasonably necessary for Seller to control the conduct of any Sellers' Contest, consistent with the terms of this Section 10.5.

10.6. ALLOCATION OF TAXES. For purposes of Sections 4.12 and this Article 10, in the case of Taxes that are payable with respect to a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (a) in the case of any property or ad valorem Tax, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (b) in the case of any other Tax, the amount

which would be payable if the taxable year ended as of the end of the Closing Date.

10.7. TERMINATION OF TAX ALLOCATION AGREEMENTS. Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into between Seller or any of its Affiliates, on the one hand, and Symphony, on the other hand, shall be terminated as of the Closing Date and after the Closing Date neither Buyer, its Affiliates nor Symphony shall be bound thereby or have any liability thereunder.

10.8. INDEMNITY PAYMENTS. All indemnity payments under Article 9 and Article 10 shall be treated for income Tax purposes as adjustments to the purchase price for the Symphony Interests as adjusted pursuant to the terms of this Agreement.

10.9. TRANSITION SERVICES. In consideration for the transactions contemplated by this Agreement, Buyer agrees to provide or cause to be provided to Seller and its Subsidiaries the services of the individuals in Symphony's tax department who are tasked with the preparation of Tax Returns in order to assist Seller in its preparation and filing of the Tax Returns contemplated to be prepared and filed by Seller by Section 10.3 (the "Transition Services"), commencing on the Closing Date and for the period of time necessary for Seller to fulfill its obligations under Section 10.3. The Transition Services will be provided consistent with the scope, utilization level, manner and level of care with which such services were previously provided during the 18 months prior to the date hereof. Buyer will not be required to provide Transition Services of a quality or quantity that is greater in any material respect from that which has been provided in the 18 months prior to the date hereof. Such individuals performing the services in this Section 10.9 to Seller shall have no liability to Seller, or any of Seller's Affiliates or Subsidiaries, for any action or omission in connection with performing such services.

10.10. CONFLICT BETWEEN ARTICLE 9 AND ARTICLE 10 SUCCESSORS. In any conflict between the provisions of Article 9 and this Article 10, this Article 10 shall control. For purposes of this Article 10, any references to any of the Parties shall include successors.

ARTICLE 11

TERMINATION, AMENDMENT AND WAIVER

11.1. TERMINATION. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Seller and Buyer;

(b) by either Seller or Buyer, if any Governmental Authority with jurisdiction over such matters shall have issued an Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and such order, decree, ruling or other action shall have become final and unappealable;

(c) at any time before the Closing, by notice given by Seller or Buyer in the event of a material breach of this Agreement by the non-terminating party if such non-terminating party fails to cure such

breach within ten (10) Business Days following notification thereof by the terminating party; or

(d) by either Seller or Buyer, if the Closing shall not have occurred prior to September 30, 2006 ("Outside Closing Date"); provided, however, that the right to terminate this Agreement under this Section 11.1(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to the Outside Closing Date.

11.2. EFFECT OF TERMINATION. In the event of termination of this Agreement as provided in Section 11.1, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to the date of termination.

If to Buyer, to:                               7733 Forsyth Boulevard
                                               Suite 1700
                                               St. Louis, MO 63105
                                               Attention: David B. Groce, Esq.
                                               Telephone: (314) 659-2123
                                               Telecopier: (314) 659-2332

with a copy (which shall not constitute        Thompson Coburn LLP
actual or constructive notice) to:             One US Bank Plaza
                                               St. Louis, MO 63101
                                               Attention: Robert M.. LaRose, Esq.
                                               Telephone: (314) 552 6068
                                               Telecopier: (314) 552 7068

If to Seller and/or Symphony, to:              c/o Leucadia International Corporation
                                               315 Park Avenue South
                                               New York, NY 10010
                                               Attention: Zalmie Jacobs
                                               Telephone: (212) 460 1916


                              48

With a copy (which shall not constitute        DLA Piper Rudnick Gray Cary US LLP
actual or constructive notice) to:             203 North LaSalle Street, Suite 1900
                                               Chicago, Illinois  60601
                                               Attention: Deborah L. Gersh, Esq.
                                               Telephone: (312) 368 2108
                                               Telecopier: (312) 236 7516

Any Party, by notice given in accordance with this Section 12.1 to the Parties, may designate another address or person for receipt of notices or copies thereof hereunder.

12.2. ENTIRE AGREEMENT. This Agreement (including the Annexes, Schedules, Related Documents and each other document or agreement executed concurrently herewith) contains the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all prior agreements, written or oral, with respect thereto.

12.3. WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION OF REMEDIES. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by each of the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver on the part of any Party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege. Except as otherwise expressly stated herein, the rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

12.4. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Delaware applicable to agreements made and to be performed entirely within such State (without giving effect to any conflict of laws principles of such state which might require application of the law of a different jurisdiction).

12.5. BINDING EFFECT; NO ASSIGNMENT. Neither this Agreement, nor any right hereunder, may be assigned by any Party without the written consent of the other Parties. Any such assignment or attempted assignment in violation of the foregoing shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns and legal representatives.

12.6. COUNTERPARTS. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties.

12.7. SCHEDULES AND ANNEXES. The Schedules and Annexes are a part of this Agreement as if fully set forth herein, provided that the Related Documents are each self-contained agreements. All references herein to articles, sections, paragraphs, Schedules and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

12.8. HEADINGS. The headings in the Agreement are for reference only and shall not affect the interpretation of this Agreement.

12.9. PUBLICITY. Except as mandated by law or applicable regulations, in which event the Parties shall use their best efforts to coordinate any disclosure required thereby, no Party shall deliver any notice to third parties or make any other public statement concerning the transactions contemplated by this Agreement without the prior written consent of the other Parties.

12.10. SEVERABILITY. If any portion of this Agreement shall be deemed unenforceable by a court of competent jurisdiction, the remaining portions shall be valid and fully enforceable.

12.11. TIME OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

12.12. ATTORNEYS' FEES. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

12.13. EXPENSES. Except to the extent paid prior to the Closing Date or accrued on the Closing Balance Sheet and including in the calculation of Closing Net Working Capital, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants incurred in connection with this Agreement and the transactions contemplated hereby (the "Transaction Related Expenses") shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. To the extent that any Transaction Related Expenses are incurred by the Symphony which are not paid prior to the Closing or accrued on the Closing Balance Sheet, such expenses shall be assumed by Seller at the Closing or if paid by Symphony after the Closing reimbursed by Seller to Symphony.

12.14. THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties to this Agreement any rights or remedies of any nature whatsoever under or by reason of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

REHABCARE GROUP, INC.

LUK-SYMPHONY MANAGEMENT, LLC

By: LUK-SYMPHONY, LLC, its Manager

By: SYMPHONY HEALTH SERVICES, INC.,
its Manager

SYMPHONY HEALTH SERVICES, LLC

By: LUK-SYMPHONY MANAGEMENT, LLC,
its sole Member

By: LUK-SYMPHONY, LLC, its Manager

By: SYMPHONY HEALTH SERVICES, INC.,
its Manager

Exhibit 10.6

AMENDMENT NO. 1 to the
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
dated as of June 30, 2003

Amendment No. 1 to Amended and Restated Shareholders Agreement dated as of June 30, 2003 (the "Original Agreement") by and among Ian M. Cumming, Joseph S. Steinberg and Leucadia National Corporation. All capitalized terms used herein without definition shall have the meaning ascribed to them in the Original Agreement.

WHEREAS, the Original Agreement obligates the Company to repurchase up to 55% of the Common Shares owned by each Stockholder upon the death of that Stockholder out of the proceeds of insurance to be maintained by the Company on the life of each of the Stockholders; and

WHEREAS, the Company is required to purchase $50 million term insurance on the life of each of the Stockholders as required under the Original Agreement and has so purchased such insurance; and

WHEREAS, the Company has been able to purchase additional term life insurance on the life of each of the Stockholders [all as set forth on Schedule A hereto]; and

WHEREAS, it is the goal of the Company to maintain stability in the price of the Company's Common Shares upon the death of the Stockholders, while providing their respective estates with liquidity.

The parties hereto hereby amend the terms of the Original Agreement to provide as follows:

1. Notwithstanding the terms of the Original Agreement, the Company hereby agrees that it will use the proceeds of all life insurance maintained by the Company on the life of each of the Stockholders to satisfy the Company's repurchase obligation under the Original Agreement, up to a maximum of $125 million per Stockholder.

2. In all other respects, the terms of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 as of the 16th day of May, 2006.

LEUCADIA NATIONAL CORPORATION

Name:
Title

Exhibit 10.7

EXECUTION COPY

JPMORGAN

CREDIT AGREEMENT

dated as of

June 28, 2006

among

Leucadia National Corporation

The Lenders Party Hereto

and

JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
as Administrative Agent

J.P. MORGAN SECURITIES INC., as Sole
Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS

                                                                                                               Page
ARTICLE I             DEFINITIONS.................................................................................1

         1.01.    Defined Terms...................................................................................1
         1.02.    Classification of Loans and Borrowings.........................................................15
         1.03.    Terms Generally................................................................................15
         1.04.    Accounting Terms; GAAP.........................................................................15


ARTICLE II            THE CREDIT.................................................................................15

         2.01.    Commitments....................................................................................15
         2.02.    Loans and Borrowings...........................................................................16
         2.03.    Requests for Revolving Borrowings..............................................................16
         2.04.    Procedure for Optional Currencies..............................................................17
         2.05.    Swingline Loans................................................................................18
         2.06.    Funding of Borrowings..........................................................................19
         2.07.    Interest Elections.............................................................................20
         2.08.    Termination and Reduction of Commitments.......................................................21
         2.09.    Increase of Total Commitment; Additional Lenders...............................................22
         2.10.    Repayment of Loans; Evidence of Debt...........................................................22
         2.11.    Prepayment of Loans............................................................................23
         2.12.    Fees...........................................................................................23
         2.13.    Interest.......................................................................................24
         2.14.    Alternate Rate of Interest.....................................................................25
         2.15.    Increased Costs................................................................................25
         2.16.    Break Funding Payments.........................................................................26
         2.17.    Taxes..........................................................................................26
         2.18.    Payments Generally; Pro Rata Treatment; Sharing of Set-offs...................................28
         2.19.    Mitigation Obligations; Replacement of Lenders.................................................29


ARTICLE III           REPRESENTATIONS AND WARRANTIES.............................................................30

         3.01.    Organization; Powers...........................................................................30
         3.02.    Authorization; Enforceability..................................................................30
         3.03.    Governmental Approvals; No Conflicts...........................................................30
         3.04.    Financial Condition; No Material Adverse Change................................................30
         3.05.    Properties.....................................................................................31
         3.06.    Litigation and Environmental Matters...........................................................31
         3.07.    Compliance with Laws and Agreements............................................................31
         3.08.    Investment and Holding Company Status..........................................................31
         3.09.    Taxes..........................................................................................32
         3.10.    ERISA..........................................................................................32
         3.11.    Disclosure.....................................................................................32
         3.12.    Nonrecourse Indebtedness.......................................................................32
         3.13.    No Burdensome Restrictions.....................................................................32
         3.14.    Subsidiaries...................................................................................32
         3.15.    Federal Regulations............................................................................32


ARTICLE IV            CONDITIONS.................................................................................33

         4.01.    Effective Date.................................................................................33


                                       i

                                TABLE OF CONTENTS
                                    (cont'd)
                                                                                                               Page

         4.02.    Each Credit Event..............................................................................34


ARTICLE V             AFFIRMATIVE COVENANTS......................................................................34

         5.01.    Financial Statements; Ratings Change and Other Information....................................34
         5.02.    Notices of Material Events.....................................................................35
         5.03.    Existence; Conduct of Business.................................................................36
         5.04.    Payment of Obligations.........................................................................36
         5.05.    Maintenance of Properties; Insurance...........................................................36
         5.06.    Books and Records; Inspection Rights...........................................................36
         5.07.    Compliance with Contractual Obligations and Laws...............................................36
         5.08.    Use of Proceeds................................................................................37


ARTICLE VI            NEGATIVE COVENANTS.........................................................................37

         6.01.    Liquid Assets..................................................................................37
         6.02.    Maintenance of Consolidated Tangible Net Worth.................................................37
         6.03.    Debt Leverage Ratio............................................................................38
         6.04.    Limitations on Liens...........................................................................38
         6.05.    Prohibition of Fundamental Changes.............................................................39
         6.06.    Dividends......................................................................................39
         6.07.    Acquisitions...................................................................................40
         6.08.    Investments....................................................................................40
         6.09.    Limitation on Contingent Obligations...........................................................40
         6.10.    Limitation on Subsidiary Indebtedness..........................................................41
         6.11.    Transactions with Affiliates...................................................................41


ARTICLE VII           EVENTS OF DEFAULT..........................................................................41

         7.01.    Events of Default..............................................................................41
         7.02.    Termination....................................................................................43


ARTICLE VIII          THE ADMINISTRATIVE AGENT...................................................................44


ARTICLE IX            MISCELLANEOUS..............................................................................46

         9.01.    Notices........................................................................................46
         9.02.    Waivers; Amendments............................................................................47
         9.03.    Expenses; Indemnity; Damage Waiver.............................................................47
         9.04.    Successors and Assigns.........................................................................48
         9.05.    Survival.......................................................................................51
         9.06.    Counterparts; Integration; Effectiveness.......................................................51
         9.07.    Severability...................................................................................52
         9.08.    Right of Setoff................................................................................52
         9.09.    Governing Law; Jurisdiction; Consent to Service of Process....................................52
         9.10.    WAIVER OF JURY TRIAL...........................................................................52
         9.11.    Headings.......................................................................................53
         9.12.    Confidentiality................................................................................53
         9.13.    USA PATRIOT Act................................................................................54

Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Nonrecourse Indebtedness Schedule 6.04 -- Existing Liens
Schedule 6.10 -- Outstanding Indebtedness

Exhibit A -- Form of Assignment and Assumption Exhibit B -- Form of Instrument of Adherence Exhibit C -- Form of Opinion of Borrower's Counsel

This CREDIT AGREEMENT (this "Agreement") dated as of June 28, 2006, is by and among Leucadia National Corporation, a New York corporation (the "Borrower"), the various financial institutions and other Persons from time to time party hereto (the "Lenders"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for itself and the other Lenders (the "Administrative Agent").

The parties hereto agree as follows:

ARTICLE I

Definitions

1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

"2005 Collateral Agreement" has the meaning set forth in
Section 6.04(k).

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"Acquired Entity Underfunding" means with respect to any entity acquired directly or indirectly after the date hereof, the excess of (a) the present value of all of such an entity's accumulated benefit obligations under its Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) over (b) the fair market value of the assets of such Plan(s) at such time.

"Additional Lender" has the meaning set forth in Section 2.09.

"Administrative Agent" has the meaning set forth in the preamble and includes any successor in such capacity.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Agreement" has the meaning set forth in the preamble.

"Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Margin" means for any Interest Period with respect to a Eurocurrency Loan, the rate per annum specified in the table below as the Applicable Margin opposite the Borrower's debt ratings for the Index Debt in effect on the first day of such Interest Period as assigned by Moody's and S&P:

         Rate                                            Applicable
         Level            Index Debt Ratings             Margin
--------------------------------------------------------------------------

--------------------------------------------------------------------------
         1                Baal/BBB+                         0.50%
--------------------------------------------------------------------------
         2                Baa2/BBB                          0.625%
--------------------------------------------------------------------------
         3                Baa3/BBB-                         0.750%
--------------------------------------------------------------------------
         4                Bal/BB+                           0.875%
--------------------------------------------------------------------------
         5                lower than Bal/BB+                1.000%
--------------------------------------------------------------------------

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Rate Level 5 in the table above; and (ii) in the event of a single split rating by such rating organizations (meaning that the ratings established by such rating organizations are within different Rate Levels that are adjacent to each other in the table above), the higher rating will apply, and in the event of a double (or more) split rating by such rating organizations (meaning that the ratings established by such rating organizations are within different Rate Levels that are separated by one or more other Rate Levels in the table above), the Applicable Margin shall be as set forth in the next Rate Level below the Rate Level in which the highest rating falls. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment.. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

"Approved Fund" has the meaning assigned to such term in
Section 9.04.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

"Availability Period" means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

"Banking Subsidiaries" means any Subsidiary of the Borrower taking Federal Deposit Insurance Corporation (or other similar entity) insured deposits.

"Baseline Amount" has the meaning set forth in Section 6.02.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Borrower" has the meaning set forth in the preamble.

"Borrowing" means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

"Borrowing Request" means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, (i) when used in connection with a Eurocurrency Loan denominated in Dollars, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market and (ii) when used in connection with a Eurocurrency Loan denominated in an Optional Currency, the term "Business Day" shall also exclude any day on which banks are not open for dealings and exchanges in Dollars and the relevant Optional Currency in the Eurocurrency Interbank Market in which the foreign currency and exchange for eurocurrency funding operations of the Administrative Agent are customarily conducted.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash and Cash Equivalents" has the meaning set forth in
Section 6.01(b).

"Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

"Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commitment" means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased form time to time pursuant to Section 2.09 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $100,000,000.

"Commitment Increase Request" as defined in Section 2.09.

"Common Shares" has the meaning set forth in Section 7.02(b).

"Consolidated" or "consolidated" means with reference to any term defined herein, that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP

"Consolidated Intangibles" means at a particular date, all assets of the Borrower and its Subsidiaries, determined on a consolidated basis at such date, that would be classified as intangible assets in accordance with GAAP, but in any event including, without limitation, unamortized debt discount and expense, unamortized organization and reorganization expense, costs in excess of the net asset value of acquired companies, patents, trade or service marks, franchises, trade names, goodwill and deferred tax assets. Notwithstanding anything to the contrary contained in the preceding sentence, Consolidated Intangibles shall not include deferred insurance policy acquisition costs or the value of life insurance in force.

"Consolidated Net Worth" means, as to any Person at a particular date, all amounts which should be included under shareholders' equity on a balance sheet of such Person and its Subsidiaries determined on a consolidated basis as at such date; provided that, in calculating shareholders' equity, marketable securities that have not suffered a decline in value (other than a decline of a temporary nature) shall be reflected at the amortized cost thereof and marketable securities that have suffered a decline in value considered to be other than temporary shall be reflected at the current value thereof. For purposes of this definition, the recorded value of the Borrower's outstanding preferred stock shall be included under shareholders' equity.

"Consolidated Tangible Net Worth" means, at a particular date, the excess, if any, of Consolidated Net Worth over Consolidated Intangibles as at such date.

"Contingent Obligation" means as to any Person, any reimbursement obligation of such Person in respect of the face amount of all letters of credit for the account of such Person and (without duplication) all drafts thereunder (other than trade letters of credit or interest or currency swap transactions entered into in the ordinary course of business) and any obligation of such Person guarantying or in effect guarantying any Indebtedness, leases, dividends or other obligations ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include (i) endorsements of instruments for deposit or collection in the ordinary course of business,
(ii) indemnities granted in the ordinary course of business (including in connection with acquisitions and dispositions by the Borrower and/or its Subsidiaries), (iii) any insurance or reinsurance obligation of any Subsidiary of the Borrower entered into in the ordinary course of the insurance business of such Subsidiary, (iv) any guaranty by a Subsidiary of the Borrower of the obligation of another Subsidiary, if the guarantied obligation of the Subsidiary is reflected in the Borrower's consolidated financial statements as a liability,
(v) any obligation reflected as a liability in the Borrower's consolidated financial statements, and (vi) any Indebtedness. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

"Contractual Obligation" as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Delinquent Lender" means any Lender that fails to make available when due to the Administrative Agent its pro rata share of any Loan, or fails to make available when due to the Swingline Lender is pro rata share of any Swingline Loan.

"Disclosed Matters" means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

"Distributable" has the meaning set forth in Section 6.01(b).

"Dollars" or "$" refers to lawful money of the United States of America.

"Dollar Equivalent" means on any date of determination, with respect to any amount denominated in Dollars, such amount in Dollars, and with respect to any amount denominated in a currency other than Dollars, the amount in Dollars determined in accordance with Section 2.04(b).

"Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

"EMU" means the European Economic and Monetary Union formed pursuant to the EU Treaties.

"Entity" means any partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other business entity of whatever nature.

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or, with respect to any Governmental Authority in the United States of America only, health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) the release or threatened release of any Hazardous Materials into the environment or (d) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under any other subsection of Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

"Euro" means the lawful single currency of the member states of the EMU adopted in accordance with the EU Treaties.

"Eurocurrency" when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Eurocurrency Rate.

"Eurocurrency Interbank Market" means any lawful recognized market in which deposits of Dollars and the relevant Optional Currencies are offered by international banking units of United States banking institutions and by foreign banking institutions to each other and in which foreign currency and exchange operations or eurocurrency funding operations are customarily conducted.

"Eurocurrency Loans" means the Loans at any time of reference bearing interest at a rate based upon the Eurocurrency Rate.

"Eurocurrency Offered Rate" means with respect to any Interest Period of any Eurocurrency Loan denominated in an Optional Currency, the rate per annum determined by the Administrative Agent at which deposits in the relevant Optional Currency for such Interest Period are offered, based on the offered rates appearing on Page 3750 of the Dow Jones Market Service (or any successor or substitute page of such service) as of 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period; provided that, if for any reason the Dow Jones Market Service quotation is unavailable, then the Eurocurrency Offered Rate shall be the rate per annum determined by the Administrative Agent at which deposits in the relevant Optional Currency for such Interest Period are offered, based on the information appearing on Reuters Page "LIBO" (or any successor or substitute page of such service) as of 11:00
a.m. (London time) two Business Days prior to the beginning of such Interest Period; and, if for any reason both the Dow Jones Market Service and the Reuters quotations are unavailable, then the Eurocurrency Offered Rate shall be the rate per annum (rounded upwards to the nearest 1/16 of one percent) equal to the rate

at which the Administrative Agent is offered deposits in the relevant Optional Currency, at or about 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period, in the Eurocurrency Interbank Market where the foreign currency and exchange operations or eurocurrency funding operations of the Administrative Agent for such Optional Currencies are customarily conducted, for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount equal (as nearly as may be) to the amount of the Eurocurrency Loan to which such Interest Period applies.

"Eurocurrency Rate" means with respect to the Interest Period of any Eurocurrency Loan, the annual rate of interest (rounded upwards to the nearest 1/16 of one percent) determined by the Administrative Agent to be equal to (a) as to Loans denominated in Dollars, the Eurodollar Offered Rate, and as to Loans denominated in any Optional Currency, the Eurocurrency Offered Rate, multiplied by (b) the Statutory Reserve Rate.

"Eurodollar Offered Rate" means with respect to any Interest Period of any Eurocurrency Loan denominated in Dollars, the rate per annum determined by the Administrative Agent at which deposits in Dollars for such Interest Period are offered, based on the offered rates appearing on Page 3750 of the Dow Jones Market Service (or any successor or substitute page of such service) as of 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period; provided that, if for any reason the Dow Jones Market Service quotation is unavailable, then the Eurodollar Offered Rate shall be the rate per annum determined by the Administrative Agent at which deposits in Dollars for such Interest Period are offered, based on the information appearing on Reuters Page "LIBO" (or any successor or substitute page of such service) as of 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period; and, if for any reason both the Dow Jones Market Service and the Reuters quotations are unavailable, then the Eurocurrency Offered Rate shall be the rate per annum (rounded upwards to the nearest 1/16 of one percent) equal to the rate at which the Administrative Agent is offered Dollar deposits at approximately 11:00 a.m. (London time) two Business Days prior to the beginning of such Interest Period, in the London interbank market, for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount equal (as nearly as may be) to the amount of the Eurocurrency Loan to which such Interest Period applies.

"EU Treaties" means the Treaty of Rome of 25 March, 1957, establishing the European Community, as amended by the Single European Act 1986 and by the Treaty on European Union signed at Maastricht on 1 February 1992, pursuant to which the European Union came into being on November 1, 1993, as further amended from time to time and in effect at any time of reference.

"Event of Default" has the meaning assigned to such term in Article VII.

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is (x) imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office or, in the case of a Participant, becomes a Participant hereunder) (y) is attributable to such Foreign Lender's failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to

Section 2.17(a), or (z) that is required to be withheld from any payment hereunder on the basis of the information provided by such Foreign Lender pursuant to this Agreement, and (d) any interest or penalties imposed with respect to any Excluded Taxes described in (a), (b) and (c) hereof.

"Existing Credit Facility" means the Amended and Restated Revolving Credit Agreement dated as of March 11, 2003 among the Borrower, the various financial institutions party thereto as lenders, Fleet National Bank (now known as Bank of America, N.A.) as administrative agent and JPMorgan Chase Bank, N.A. as syndication agent.

"Facility Fee" has the meaning set forth in Section 2.12.

"Facility Fee Rate" means for any calendar quarter, with respect to the Facility Fee, the rate per annum specified in the table below as the Facility Fee Rate opposite the Borrower's debt ratings for the Index Debt in effect on the first day of such calendar quarter as assigned by Moody's and S&P, respectively.

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       Rate                                             Facility Fee
       Level           Index Debt Ratings                   Rate
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         1             Baal/BBB+                            0.250%
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         2             Baa2/BBB                             0.250%
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         3             Baa3/BBB-                            0.300%
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         4             Bal/BB+                              0.350%
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         5             lower than Bal/BB+                   0.500%
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For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Rate Level 5 in the table above; and (ii) in the event of a single split rating by such rating organizations (meaning that the ratings established by such rating organizations are within different Rate Levels that are adjacent to each other in the table above), the higher rating will apply, and in the event of a double (or more) split rating by such rating organizations (meaning that the ratings established by such rating organizations are within different Rate Levels that are separated by one or more other Rate Levels in the table above), the Facility Fee Rate shall be as set forth in the next Rate Level below the Rate Level in which the highest rating falls. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Facility Fee Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that confidential fee letter agreement, dated as of May 9, 2006, between the Administrative Agent, the Lead Arranger and the Borrower.

"Foreign Lender" means any Lender (or Participant that is treated as if it were a Lender pursuant to Section 9.04(c)(i)) that is a Non-U.S. Person.

"Funded Debt" means all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis in respect of (i) Loans under this Agreement, (ii) any other Indebtedness for borrowed money (other than Nonrecourse Debt) and (iii) the amount by which any Acquired Entity Underfunding exceeds $30,000,000 (whether or not such Acquired Entity Underfunding is Indebtedness); provided that Funded Debt shall not be deemed to include customer deposits of Banking Subsidiaries.

"GAAP" means generally accepted accounting principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time.

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

"Hazardous Materials" means all materials, substances or wastes regulated, classified, defined or characterized as hazardous, toxic, pollutant, or contaminant pursuant to any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos containing materials, and polychlorinated biphenyls.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) net obligations of such person under any Swap Contract, (g) all Capital Lease Obligations of such Person, (h) all obligations of such Person in respect of drafts drawn under letters of credit and letters of guaranty (i) all obligations of such Person arising in respect of bankers' acceptances; (j) obligations with respect to interest payable and (k) any asserted liability with respect to withdrawal or partial withdrawal of such Person or an ERISA Affiliate of such Person from a Multiemployer Plan. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof.

"Indemnitee" has the meaning set forth in Section 9.03(b).

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Index Debt" means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

"Information" has the meaning set forth in Section 9.12.

"Instrument of Adherence" has the meaning set forth in Section 9.04(e).

"Insurance Subsidiary" means any Subsidiary of the Borrower licensed as an insurance company.

"Interest Election Request" means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.

"Interest Payment Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

"Interest Period" means (a) with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

"Investments" means any advance, loan, extension of credit or capital contribution to, or purchase of any stocks, bonds, notes, debentures or other securities of, or any investment in, any Person.

"JPMorgan Chase" means JPMorgan Chase Bank, N.A., in its individual capacity.

"Lead Arranger" means J.P. Morgan Securities, Inc. acting in the capacity as sole bookrunner and sole lead arranger.

"Lenders" has the meaning set forth in the preamble and includes any Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Instrument of Adherence, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

"Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement.

"Loan Documents" means, collectively, this Agreement, the Fee Letter and each other agreement, certificate, document or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein.

"Marketable Securities" has the meaning set forth in Section 6.01(b).

"Market Price" has the meaning set forth in Section 7.02(b).

"Market Value" has the meaning set forth in Section 7.02(b).

"Material Adverse Effect" means a material adverse effect on
(a) the business, operations, assets or financial or other condition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement and any other Loan Documents or (c) the validity or enforceability of this Agreement or any other Loan document or rights or remedies of the Administrative Agent or the Lenders hereunder of thereunder.

"Maturity Date" means June __, 2011.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"Non-U.S. Person" means any Person who is not a "United States Person" as defined in Section 7701(a)(30) of the Code.

"Nonrecourse Debt" means (x) Indebtedness of any Subsidiary of the Borrower which is not guaranteed by, is not secured by assets (other than assets of such Subsidiary) of, and does not otherwise have recourse to, the Borrower or its assets (other than assets of such Subsidiary) and (y) Indebtedness of the Borrower incurred to finance one or more assets of the Borrower, which Indebtedness has recourse only to such asset or assets for payment.

"OC Request" has the meaning set forth in Section 2.04.

"Optional Currency" means any of the Euro, Sterling and Yen, so long as any such currency is freely convertible into Dollars and is traded on any recognized interbank market selected by the Administrative Agent in good faith (the "Specified Optional Currencies"), and any currency other than Dollars and the Specified Optional Currencies which is freely convertible into Dollars and traded on any recognized interbank market selected by the Administrative Agent in good faith and which is requested by the Borrower and approved by each of the Lenders at the time of such request.

"Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

"Participant" has the meaning set forth in Section 9.04.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Permitted Acquisition" has the meaning set forth in Section 6.06.

"Permitted Distribution" means any distribution to the Borrower's shareholders of equity shares of one or more Subsidiaries; provided that (i) the aggregate book value of such Subsidiary or Subsidiaries, when added together with the aggregate book value of all other Subsidiaries with respect to which such a Permitted Distribution has been effected from and after April 1, 2006, shall not exceed $400,000,000, and (ii) no Default exists at the time of declaration of such distribution or at the time of the consummation thereof, either before or after giving effect thereto.

"Permitted Liens" has the meaning set forth in Section 6.04.

"Permitted Voluntary Proceeding" means the commencement by a Subsidiary of the Borrower of a voluntary case or proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors with respect to any Subsidiary if (i) the sum of the Borrower's total direct or indirect investment at cost, after write-downs, in such Subsidiary and the Borrower's Contingent Obligations in respect of liabilities of such Subsidiary does not exceed $200,000,000, and (ii) the commencement of such case or proceeding does not create nor occasion any violation or noncompliance with other provisions of this Agreement.

"Person" means an individual, Entity or Governmental Authority.

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan Chase as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

"Recipient" has the meaning set forth in Section 7.02(b).

"Register" has the meaning set forth in Section 9.04.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

"Required Lenders" means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing at least 51% of the sum of the aggregate Revolving Credit Exposures and unused Commitments at such time.

"Requirements of Law" means as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Responsible Officer" means the President, a Vice President or a Financial Officer of the Borrower.

"Reverse Repos" has the meaning set forth in Section 6.04(m).

"Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans and Swingline Exposure at such time.

"Revolving Loan" means a Loan made pursuant to Section 2.03.

"S&P" means Standard & Poor's.

"Shareholder's Equity" means at any particular date, the total shareholders' equity of the Borrower (including without limitation equity in respect of the Borrower's outstanding preferred stock, if any), determined on a consolidated basis in accordance with GAAP; provided that, if any Nonrecourse Debt is excluded from the computation of Funded Debt under Section 6.03, then, for purposes of determining Shareholders' Equity under Section 6.03, Shareholders' Equity shall be reduced (x) by the carrying value of the assets of the Borrower to which such Nonrecourse Debt has recourse, to the extent of such Nonrecourse Debt of the Borrower, and/or (y) by the Borrower's equity investment in any Subsidiary having such Nonrecourse Debt, to the extent of such Subsidiary's Nonrecourse Debt.

"SL Loan Request" has the meaning set forth in Section 2.05(b).

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Sterling" means pounds sterling in lawful currency for the time being of the United Kingdom.

"subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

"Subsidiary" means any subsidiary of the Borrower.

"Swap Contract" means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.

"Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after

the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

"Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

"Swingline Lender" means JPMorgan Chase, in its capacity as lender of Swingline Loans hereunder.

"Swingline Loan" means a Loan made pursuant to Section 2.05.

"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

"Terminating Event" means any of the events specified in
Section 7.02, whether or not any requirement for the lapse of time, or any other condition, has been satisfied.

"Total Commitment" means, the aggregate amount of the Commitments of the Lenders to the Borrower as provided herein.

"Total Current Obligations" has the meaning set forth in
Section 6.01(b).

"Total Liquid Assets" has the meaning set forth in Section 6.01(b).

"Trading Day" means any day on which the principal exchange or quotation system on which the Borrower's Common Shares are listed or traded, is open for trading.

"Transactions" means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the proceeds thereof.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Eurocurrency Rate or the Alternate Base Rate.

"Voting Stock" means, as to the Borrower, shares of the stock having ordinary voting power (other than stock having such power only by reason of the happening of a contingency).

"WilTel Plans" means the WilTel Communications, LLC Pension Plan and the related trust as amended from time to time, and the WilTel Communications LLC Supplemental Retirement Plan, as amended from time to time.

"WilTel Underfunding" means at any time of determination, the excess of (a) the present value at such time of all accumulated benefit obligations under the WilTel Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) over (b) the fair market value of the assets of the WilTel Plans at such time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Yen" means the lawful currency for the time being of Japan.

1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").

1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credit

2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans in Dollars and/or any Optional Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

(b) Notwithstanding any other provision of this Agreement but subject to Section 2.05(c), at no time shall the Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Loans outstanding (after giving effect to all Loans requested) and all Swingline Loans outstanding exceed the Total Commitment of the Lenders then in effect. The Dollar Equivalent of the principal amount of the Revolving Loans outstanding from each Lender to the Borrower shall not at any time exceed in the aggregate an amount (after giving effect to all Loans requested) equal to such Lender's pro rata portion (based on its Commitment) times (i) the Total Commitment minus (ii) the sum of the aggregate principal amount of all Swingline Loans outstanding. Within the foregoing limits, and subject to all of the other terms and conditions set forth in this Agreement, the Borrower may borrow, prepay pursuant to Section 2.11 hereof, and reborrow Revolving Loans.

2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Each ABR Loan or Swingline Loan shall be denominated in Dollars, and each Eurocurrency Loan shall be denominated in Dollars or, subject to Section 2.04, in an Optional Currency.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Eurocurrency Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing stated in either Dollars or (subject to Section 2.04) an Optional Currency;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing (and, if a Eurocurrency borrowing denominated in an Optional Currency is requested, such Borrowing Request must comply with the requirements of a OC Request pursuant to
Section 2.04 hereof);

(iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and

(v) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

2.04. Procedure for Optional Currencies. (a) Request for Optional Currency. Subject to the limitations set forth in Section 2.01, the Borrower may upon not less than three Business Days' notice to the Administrative Agent, request that one or more Revolving Loans be made as Eurocurrency Loans in an Optional Currency (an "OC Request"); provided that any Eurocurrency Loan requested shall be in an amount not less than $5,000,000, and shall be in an integral multiple of $500,000 in excess thereof. Each OC Request shall be in writing (or by confirmed electronic communication or by telephone confirmed in writing) and shall specify (in addition to compliance with the requirements of a Borrowing Request pursuant to Section 2.03): (i) the Optional Currency in which the Eurocurrency Loan is requested to be made and (ii) in the case of an Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, the Borrower's account with a depository in such country to which payment of the proceeds of such Eurocurrency Loan is requested to be made. If any Lender, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Request has been delivered requesting a Eurocurrency Loan in an Optional Currency or on any funding date, determines (which determination shall be conclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impracticable for such Lender to fund the requested Revolving Loan in such Optional Currency, then such Lender shall so notify the Administrative Agent, which notification shall be given immediately by the Administrative Agent to the Borrower, and such Lender's portion of the requested Revolving Loan shall, notwithstanding any contrary election by the Borrower or any other provisions hereof, be denominated in Dollars as an ABR Loan unless the Borrower, one Business Day prior to the commencement of such Interest Period and by notice complying with the requirements of Section 2.03 hereof, elects to have such Lender's Revolving Loan denominated in Dollars as a Eurocurrency Loan. In the event that the Borrower repays such portion of a Revolving Loan denominated in Dollars as an ABR Loan or a Eurocurrency Loan, as the case may be, in accordance with Section 2.01 and such repayment results in Revolving Loans outstanding that are not pro rata in accordance with the Revolving Credit Exposure of the Lenders, then all subsequent principal repayments denominated in the Optional Currency which the applicable Lender did not advance shall be made by the Borrower to the Administrative Agent for the respective accounts of such

Lenders other than the Lender which did not advance the Optional Currency on a pro rata basis until such time as the Revolving Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Article IV, each Revolving Loan requested to be made in an Optional Currency shall be made on the date specified therefor in the related Borrowing Request, in the currency requested in the related OC Request and, upon being so made, will have the Interest Period requested in the related Borrowing Request.

(b) Exchange Rate. For purpose of this Agreement the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Administrative Agent by its normal banking practices, absent manifest error) in the first currency which is or could be purchased by the Administrative Agent in accordance with its normal banking practices with such specified amount in the second currency in any recognized Eurocurrency Interbank Market selected by the Administrative Agent in good faith for delivery on such date at the spot rate of exchange prevailing at 10:00 a.m. (New York City time), or as soon thereafter as practicable, on such date.

(c) Denominations. In the event that any portion of the funds available under the terms of this Agreement is denominated in an Optional Currency, the Dollar Equivalent of such portion of the funds shall be calculated pursuant to Section 2.04(b) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under Section 2.01 and any required repayments under clause (d) of this Section 2.04.

(d) Repayment. If at any time prior to the Maturity Date, the Dollar Equivalent of the aggregate principal amount outstanding of all Revolving Loans and Swingline Loans shall exceed the Total Commitment for three or more consecutive Business Days as a result of fluctuations in applicable conversion rates between Dollars and any Optional Currencies, the Borrower shall pay or cause to be paid immediately, upon demand made by the Administrative Agent, such amounts as are sufficient to eliminate such excess and to reduce the aggregate principal amount outstanding to the Dollar Equivalent of the Total Commitment. In the event there are any Revolving Loans outstanding which are denominated in an Optional Currency, the Administrative Agent shall provide the Lenders and the Borrower with calculations on the last day of each calendar month that such Loans are outstanding as to the Dollar Equivalents of such Revolving Loans.

(e) Funding. Each Lender may make any Eurocurrency Loan denominated in an Optional Currency by causing any of its foreign branches or foreign affiliates to make such Eurocurrency Loan (whether or not such branch or affiliate is named as a lending office on the signature pages hereof); provided that in such event the obligation of the Borrower to repay such Eurocurrency Loan shall nevertheless be to such Lender and shall, for all purposes of this Agreement (including without limitation for purposes of the definition of the term "Required Lenders") be deemed made by such Lender, to the extent of such Eurocurrency Loan, for the account of such branch or affiliate.

2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request (a "SL Loan Request") by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. Upon satisfaction of the applicable conditions set forth in this Agreement, the Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender by 3:00 p.m., New York City time, on the requested date of such Swingline Loan; provided that the Swingline Lender shall not advance any Swingline Loans after it has received notice that a Default has occurred and has not been cured or waived in accordance with the provisions of this Agreement. The Swingline Lender shall not be obligated to make any Swingline Loans at any time when any Lender is a Delinquent Lender unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender's risk with respect to such Delinquent Lender, including by cash collateralizing such Delinquent Lender's Revolving Credit Exposure of the outstanding Swingline Loans and any such additional Swingline Loans to be made.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute, irrevocable and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided

in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; provided that in the case of Loans denominated in an Optional Currency such Lender shall pay the rate of interest per annum on which overnight deposits in such Optional Currency would be offered for such day by the Administrative Agent to major banks in the London interbank market, or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing.

2.07. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and , in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03.

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, (i) as to any Eurocurrency Loan denominated in Dollars, such Eurocurrency Loan shall be automatically converted to an ABR Loan on the last day of the first Interest Period relating thereto, and (ii) as to any Eurocurrency Loan denominated in an Optional Currency, such Eurocurrency Loan shall be repaid on the last day of the Interest Period relating thereto. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) as to any Eurocurrency Loan denominated in Dollars, no such Eurocurrency Loan may be continued as such but shall be automatically converted to an ABR Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Event of Default;
(y) as to any Eurocurrency Loan denominated in an Optional Currency, no such Eurocurrency Loan may be continued as such but shall be repaid by the Borrower on the last day of the Interest Period relating thereto.

2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Revolving Credit Exposures would exceed the total Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. Termination

of Commitments shall also terminate the obligation of the Lenders to make Loans.

2.09. Increase of Total Commitment; Additional Lenders. The Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a "Commitment Increase Request") to request an increase in the Total Commitment (the amount of increase requested on any occasion being referred to herein as the "Increase Amount"), up to a maximum Total Commitment of $175,000,000; provided that, at the time of the Commitment Increase Request and at the time such request would become effective, no Default has occurred and is continuing or would exist after giving effect to such increase in the Total Commitment. Following a Commitment Increase Request, one or more other Persons (other than individuals) (an "Additional Lender") that have agreed to provide the Increase Amount and that are acceptable to each of the Administrative Agent and Borrower may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 9.04(e); provided that the Commitment of any such Additional Lender shall not be less than $10,000,000 nor greater than the difference between the new Total Commitment and the aggregate Commitments of the other Lenders (including the Commitment of any other Additional Lender being admitted at the same time as a Lender party to this Agreement). Any such increase in the Total Commitment shall become effective only upon written notice by the Administrative Agent to the Borrower and the Lenders specifying the effective date of such increase in Total Commitment, together with a revised Schedule 2.01 stating the new Total Commitment, and, in respect thereof, the Commitment Amount of each Additional Lender, the respective continuing Commitment Amounts of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Total Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender's Revolving Credit Exposure (as set forth in the revised Schedule 2.01) of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may, to the fullest extent permitted by law, exercise all of its right of payment (including the right of set-off) with respect to such amounts as fully as if such Additional Lender had initially advanced to the Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.09 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, the Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.09, the amount that would be required to be paid by the Borrower pursuant to Section 2.16 had such payments been made directly by the Borrower.

2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. On the Maturity Date, there shall become absolutely due and payable and the Borrower will pay all of the Loans outstanding, together with any and all accrued and unpaid interest thereon.

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

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

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

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04(a)) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount equal to $100,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.13.

2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender an annual facility fee (the "Facility Fee"), calculated at the rate per annum equal to the Facility Fee Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates,

then such Facility 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 Facility Fees shall be payable quarterly in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Commitments terminate shall be payable on demand. The Facility 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) The Borrower agrees to pay to the Administrative Agent or the Lead Arranger, for its own account, fees payable in the amounts and at the times provided in the Fee Letter or as separately agreed upon from time to time between the Borrower, the Administrative Agent and/or the Lead Arranger.

(c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Facility Fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternative Base Rate.

(b) The Loans comprising each Swingline Loan shall bear interest at a rate per annum equal to the Alternate Base Rate.

(c) Each Eurocurrency Borrowing shall bear interest, for the period commencing on the Borrowing Date thereof and ending on the last day of the Interest Period with respect thereto, on the unpaid principal amount thereof at a rate per annum equal to the Eurocurrency Rate determined by the Administrative Agent for the Interest Period therefor plus the Applicable Margin.

(d) Notwithstanding the foregoing, (i) if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (x) in the case of the overdue principal of any Loan, 2% above the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section or (y) in the case of any other amount, 2% above the rate applicable to ABR Loans as provided in paragraph (a) of this Section, and (ii) during the continuance of a Default and until the same has been cured, remedied or waived pursuant to Section 9.02, at the request of the Required Lenders the principal of any Loan not overdue shall bear interest, after as well as before judgment, at a rate per annum equal to 2% above the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section.

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Eurocurrency Rate); or

(ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender,

as the case may be, such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), (d) the making of adjustment payments relating to Eurocurrency Loans other than on the last day of the Interest Period applicable there to with respect to an increase in the Total Commitment pursuant to Section 2.09, or (e) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits (or, in the case of Loans denominated in an Optional Currency, deposits in such Optional Currency) of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender 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 Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is a Non-U.S. Person shall, at the time or times such Foreign Lender becomes a Lender hereunder (or, in the case of a Participant that is a Non-U.S. Person, becomes a Participant hereunder), deliver to the Administrative Agent and the Borrower (or, in the case of a Participant, to the relevant Lender), properly completed originals, as applicable, of the following: (A) IRS Form W-8ECI (claiming an exemption from U.S. federal withholding tax because the income at issue is effectively connected with a U.S. trade or business); (B) in the case of a Foreign Lender claiming exemption under Sections 871(h) or 881(c) of the Code, IRS Form W-8BEN (or any successor form) and a certificate that such Foreign Lender (i) is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, (ii) is not a ten percent (10%) shareholder for purposes of Section 881(c)(3)(B) of the Code and
(iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, (C) in the case of a Foreign Lender that is a pass-through entity, or that ceases to act for its own account with respect to any payments paid to such Foreign Lender hereunder, an IRS Form W-8IMY (with required supporting documentation), and (D) any other documentation prescribed by the Internal Revenue Service certifying as to the entitlement of such Lender to an exemption from United States withholding tax as to payments to be made to such Lender under this Agreement. Each Lender that is not a Foreign Lender shall, at the time or times such Lender becomes a Lender hereunder (or, in the case of a Participant that is a Non-U.S. Person, becomes a Participant hereunder), deliver to the Administrative Agent and the Borrower (or, in the case of a Participant, to the relevant Lender), properly completed originals of IRS Form W-9 (or any successor form) certifying as to such Person's eligibility for an exemption from United States federal backup withholding. If any Lender determines that it is unable to submit any form or certificate otherwise required under this Section 2.17(e), or that it is required to withdraw or cancel any such form or certificate, or that any such form or certificate previously submitted pursuant to this Section 2.17(e) has become incorrect or ineffective, such Lender shall promptly notify the Borrower or Administrative Agent of that fact.

(f) If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without

interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(g) The Borrower shall not be obligated to gross up any payments to any Lender or Administrative Agent, nor to indemnify any Lender or Administrative Agent, pursuant to this Section 2.17 to the extent that any Taxes are imposed as a result of the failure of any of the exemption forms delivered by such Lender or Administrative Agent pursuant to Section 2.17(e) to establish a complete exemption from the relevant Tax (other than as a result of a Change in Law occurring after the Closing Date) or that results from a change in the branch or lending office of such Lender, provided that the Borrower shall be obligated to gross up any payments to any such Lender pursuant to Section 2.17(a) and to indemnify any such Lender pursuant to Section 2.17(c) in respect of United States federal withholding Taxes if (i) the redesignation of the Lender's lending office was made at the request of the Borrower or (ii) the obligation to gross up payments to any such Lender pursuant to Section 2.17(a) or to indemnify any such Lender pursuant to Section 2.17(c) is with respect to an assignee Lender that becomes an assignee Lender as a result of an assignment made at the request of any Borrower.

2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16 or 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars; provided that payments of principal and interest in respect of a Loan denominated in an Optional Currency shall be made in such Optional Currency.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the Dollar Equivalent of the aggregate amount of its Revolving Loans and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)

participations in the Revolving Loans and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.04(a), 2.05(c), 2.06(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid.

2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to

an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

3.01. Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

3.02. Authorization; Enforceability. The Transactions are within the Borrower's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any Contractual Obligation binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except in the case of clauses (c) or (d) violations of Contractual Obligations and/or incurrence of Liens which would not reasonably be expected to result in a Material Adverse Effect.

3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, statements of changes in stockholders equity and statements of cash flows (i) as of and for the fiscal year ended December 31, 2005, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter ended March 31, 2006, certified by a Responsible Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such period

in accordance with GAAP consistently applied, subject to the absence of full footnote disclosure in the case of the statements referred to in clause (ii) above.

(b) Except as set forth in the filings of the Borrower with the Securities and Exchange Commission prior to the date hereof, since December 31, 2005, there has been no material adverse change in the business, operations, assets, financial or other condition, of the Borrower and its Subsidiaries taken as a whole.

3.05. Properties. (a) Each of the Borrower and its Subsidiaries (i) has good title to, or valid leasehold interests in, all its real and personal property material to its business (except that such representation is not made for any such property with a book value of $1,000,000 or less provided that the aggregate book value of such property for which such representation is not made shall not exceed $10,000,000), and (ii) none of such property is subject to any Lien, except as permitted in Section 6.04, except (with reference to clauses (i) and (ii)), for minor defects in title or Liens which in the aggregate would not reasonably be expected to result in a Material Adverse Effect.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect.

3.07. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all Contractual Obligations binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

3.08. Investment and Holding Company Status. The Borrower is not (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in the Public Utility Holding Company Act of 2005.

3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports which to the knowledge of the Borrower or such Subsidiaries are required to be filed and has paid or caused to be paid all Taxes shown to be due and payable on such returns or reports, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than the sum of (i) $30,000,000, (ii) the amount of the WilTel Underfunding and
(iii) the amount of the Acquired Entity Underfunding, the fair market value of the assets of all such Plans.

3.11. Disclosure. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

3.12. Nonrecourse Indebtedness. Schedule 3.12 sets forth the aggregate outstanding amount on a consolidated basis of the Nonrecourse Debt as of March 31, 2006.

3.13. No Burdensome Restrictions. No Contractual Obligation of the Borrower or any of its Subsidiaries and no Requirement of Law would reasonably be expected to result in a Material Adverse Effect.

3.14. Subsidiaries. The Borrower's annual report to shareholders on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Securities and Exchange Commission, contains a list of all material Subsidiaries of the Borrower as of December 31, 2005 that is true, correct and complete in all material respects. Since December 31, 2005 through the Effective Date, any new material Subsidiary of the Borrower that has been organized or acquired (directly or indirectly) by the Borrower has been disclosed in a report filed with the Securities and Exchange Commission.

3.15. Federal Regulations. Neither the Borrower nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulations U and X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Loans hereunder will be used (a) for "purchasing" or "carrying" "margin stock" as so defined unless (i) the Borrower shall have theretofore furnished to the Lenders a statement on Federal Reserve Form U-1 with respect to such Loans or (ii) not more than 25% of the value of the assets of either the Borrower or the Borrower and its Subsidiaries on a consolidated basis, respectively, is represented by "margin stock" as so defined, or (b) for any purpose which violates, or which would be inconsistent with, the provisions of the Regulations of such Board of Governors.

ARTICLE IV

Conditions

4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Weil, Gotshal & Manges LLP, counsel for the Borrower, substantially in the form of Exhibit C, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable pursuant to this Agreement or the Fee Letter on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(f) The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and
(ii) satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statement delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

(g) The Administrative Agent shall have received evidence that the Borrower has permanently terminated all commitments to lend under the Existing Credit Facility and has repaid in full all amounts outstanding under the Existing Credit Facility.

(h) The Lenders shall have received such other documents and instruments as are customary for transactions of this type or as they may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on June

15, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of such Borrowing.

(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, the Borrower covenants and agrees with the Lenders that:

5.01. Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) within 100 days after the end of each fiscal year of the Borrower, (i) its audited consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (ii) the consolidating balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidating statements of operations for such fiscal year, showing in each case inter-company eliminations, certified by a Responsible Officer as being fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its consolidated Subsidiaries taken as a whole;

(b) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (i) its quarterly report to shareholders on Form 10-Q, as filed with the Securities and Exchange Commission certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments) and (ii) the consolidating balance sheet of the Borrower and its Subsidiaries as at the end of each such quarter, showing inter-company eliminations, and the related consolidating statements of operations, showing inter-company eliminations, certified by a Responsible Officer as being fairly stated in all material respects;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Responsible Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.03, 6.08, and

6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) promptly after the same becomes publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;

(f) promptly after Moody's or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;

(g) as soon as available, but in any event within thirty days after filing with the appropriate insurance department, the annual statements for each Insurance Subsidiary as filed with the insurance department in its state of domicile; provided that the Borrower shall deliver one copy thereof to the Administrative Agent who shall make such copy available upon request to the Lenders, and upon request by any Lender the Borrower shall deliver additional copies thereof to such Lender; and

(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

The financial statements referred to in clauses (a) and (b) above shall prepared in accordance with GAAP applied consistently throughout the periods reflected therein except as approved by the applicable accountants or Responsible Officer, as the case may be, and disclosed therein.

5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default, Terminating Event or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries, and (ii) litigation, investigation or proceeding between the Borrower or any of its Subsidiaries and any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event occurring after the date of this Agreement that, alone or together with any other ERISA Events that have occurred after the date of this Agreement (excluding any ERISA Event as to which notice under this clause (c) has already been given), could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $30,000,000;

(d) of any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which the relief sought is $30,000,000 or more and not covered by insurance, or in which injunctive or similar relief is sought and, if granted, would be reasonably likely to have a Material Adverse Effect; and

(e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to continue to engage in business of the same general type as now conducted by it, and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, provided however, that a Permitted Distribution shall not be prohibited or limited by this Section 5.03 and further provided that subject to Article VI hereof, this Section 5.03 shall not prohibit the Borrower or any Subsidiary from taking any action if such action would not reasonably be likely to have a Material Adverse Effect.

5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its Indebtedness and other obligations of whatever nature, including Tax liabilities, that, if not paid, would reasonably be likely to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect; provided that for purposes of this Section 5.04 the term "Indebtedness" shall not include any Nonrecourse Debt.

5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to keep all property useful and necessary in its business in good working order and condition, except where the failure to comply herewith would not be reasonably likely to have a material adverse effect on the business, operations, property, or financial or other condition of the Borrower and its Subsidiaries taken as a whole; to the extent obtainable on terms which its management deems reasonable, maintain with financially sound and reputable insurance companies insurance on all its property against such casualties and contingencies and in such types and amounts as, in the judgment of its executive officers, is deemed adequate; and furnish to the Administrative Agent, upon written request, full information as to the insurance carried.

5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to keep proper books of record and account in which entries, which are accurate and complete in all material respects, in conformity with GAAP and Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit the Lenders, through the Administrative Agent or any of their designated representatives, to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired, and to discuss the business, investments, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

5.07. Compliance with Contractual Obligations and Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all Contractual Obligations and Requirements of Law applicable to it or its

property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

5.08. Use of Proceeds. The proceeds of the Loans will be used only for refinancing outstanding amounts (if any) under the Borrower's Existing Credit Facility and for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

6.01. Liquid Assets.

(a) At all times, tested at the end of each calendar quarter, the Borrower will not permit the ratio of Total Liquid Assets to Total Current Obligations to be less than 1.2 to 1.

(b) For purposes of this Section 6.01: "Total Liquid Assets" shall mean, at any date of determination, the sum of (i) the aggregate Cash and Cash Equivalents held by the Borrower, (ii) the aggregate Cash and Cash Equivalents held by the Borrower's consolidated Subsidiaries (including Banking Subsidiaries and Insurance Subsidiaries) to the extent Distributable to the Borrower, and (iii) 90% of the market value (as determined in accordance with GAAP and adjusted regularly by the net unrealized gain or loss on such securities not reflected in book value) of all Marketable Securities (without duplication of amounts included under the preceding clauses (i) and (ii)) held by the Borrower and/or its consolidated Subsidiaries to the extent Distributable to the Borrower, after deducting therefrom the amount of any obligations (including without limitation amounts available for drawing under, and unpaid reimbursement obligations in respect of, outstanding letters of credit) secured by Liens on such Marketable Securities. "Cash and Cash Equivalents" shall mean the sum of cash balances on hand, securities issued or directly and fully guaranteed or insured by the United States of America or any agency thereof and investments in registered money market funds. "Distributable" shall mean immediately and legally accessible for distribution to the Borrower as the Borrower unilaterally may require without legal restraint (which shall include without limitation, in the case of the Borrower's Insurance Subsidiaries, that those regulators with supervisory authority over such Subsidiaries in the state or states of their incorporation permit such distribution under applicable statute, regulation or otherwise, and in the case of the Borrower's Banking Subsidiaries, that those regulators with supervisory authority over such Subsidiaries either at the national level or in the state of their incorporation permit such distribution under applicable statute, regulation or otherwise). "Marketable Securities" shall mean securities that are publicly traded on an exchange or automated quotation market system. "Total Current Obligations" shall mean the sum of (i) the principal of all outstanding consolidated Indebtedness due within twelve months, (ii) the principal amount of all Loans outstanding under this Agreement (without duplication of amounts included under the preceding clause (i)), and (iii) interest accruing within the next twelve months on all outstanding consolidated Indebtedness determined on a pro forma basis based on the interest rate or rates on such debt in effect on the calculation date.

6.02. Maintenance of Consolidated Tangible Net Worth. At any time during each fiscal year or portion thereof commencing on the date hereof the Borrower will not permit Consolidated Tangible Net Worth to be less than an

amount equal to the sum of (i) $1,900,000,000 (the "Baseline Amount"), plus (ii) an amount equal to the sum of 40% of the Consolidated Net Income of the Borrower and its Subsidiaries (as determined in accordance with GAAP) for each prior full calendar year commencing after December 31, 2005; provided that (A) the amount determined pursuant to clause (ii) shall be equal to zero for any calendar year for which there is a net loss and (B) the amounts included in net income (determined in accordance with GAAP) resulting from changes in accounting principles to the extent that such changes increase intangibles shall not be included in net income for purposes of this Section).

6.03. Debt Leverage Ratio. The Borrower will not at any time permit the ratio of (a) Funded Debt to (b) the sum of Shareholders' Equity and Funded Debt to exceed 0.5 to 1.0.

6.04. Limitations on Liens. The Borrower will not, nor shall it permit any Subsidiary to, at any time directly or indirectly create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):

(a) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in accordance with GAAP;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings;

(c) pledges or deposits in connection with workmen's compensation, unemployment insurance and other social security legislation;

(d) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), option agreements (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries;

(f) Liens described in Schedule 6.04.;

(g) Liens on assets owned by the Borrower or any Subsidiary securing an amount not to exceed (i) $600,000,000 in the aggregate for all such assets or (ii) $400,000,000 in the aggregate for Liens imposed in connection with any single transaction or related series of transactions; provided that the aggregate fair market value (determined, as to any asset, at the time the Lien on such asset is incurred) of all assets securing such Liens shall not exceed 200% of the aggregate amounts secured thereby;

(h) pledges or deposits effected by the Borrower or any Insurance Subsidiary as a condition to obtaining or maintaining any license, permit or authorization to transact insurance or reinsurance business;

(i) deposits with insurance regulatory authorities;

(j) Liens arising under ceding reinsurance agreements entered into by any Insurance Subsidiary;

(k) Liens on cash and/or securities deposited with JPMorgan Chase as collateral for the standby letter of credit referred to in Section 6.09 pursuant to the Collateral Agreement dated as of April 21, 2005 between JPMorgan Chase and the Borrower (the "2005 Collateral Agreement");

(l) Liens on assets of a Subsidiary securing Indebtedness of a Subsidiary permitted by 6.10(iv); and

(m) Liens upon assets of a Subsidiary, securing the interest of counterparties in its portfolio securities pursuant to reverse repurchase agreement transactions ("Reverse Repos"); provided that the obligations in respect of such Reverse Repos are not guarantied by or secured by assets of the Borrower (other than the assets of such Subsidiary) or any other Subsidiary and does not otherwise have recourse to the Borrower or its assets (other than the assets of such Subsidiary) or to any other Subsidiary or its assets.

6.05. Prohibition of Fundamental Changes. The Borrower will not, nor will it permit any Subsidiary to, at any time enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets, except that:

(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided, that, the Borrower shall be the continuing or surviving corporation) or with any one or more Subsidiaries or other Entity (in connection with a Permitted Acquisition) in each case so long as the continuing or surviving entity is a Subsidiary of the Borrower;

(b) the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary;

(c) the Borrower may, or may permit a Subsidiary to, liquidate, sell or dispose of all or substantially all of a Subsidiary's business or assets at any time for an amount not less than fair market value of such business or assets; provided that no Default then exists or shall exist after giving effect to such liquidation, sale or disposition on a pro forma basis determined as if the transaction occurred at the end of the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to this Agreement;

(d) a Permitted Distribution shall not be prohibited by this
Section 6.05; and

(e) a Permitted Voluntary Proceeding shall not be prohibited by this Section 6.05.

6.06. Dividends. The Borrower will not declare or make, or agree to pay or make, directly or indirectly, any dividend or other distribution (whether in cash or securities) with respect to any equity interests of the Borrower, except that the Borrower may make Permitted Distributions and may pay dividends and distributions to the holders of its equity interests; provided that no Default then exists or shall exist after giving effect to such dividend or distribution on a pro forma basis determined as if such dividend or

distribution was made at the end of the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to this Agreement.

6.07. Acquisitions. The Borrower will not nor will it permit any Subsidiary to agree to or effect any acquisition of the stock or assets of another Entity other than any acquisition (a "Permitted Acquisition") satisfying all of the following conditions:

(a) no Default has occurred and is continuing at the time of such acquisition or would exist after consummation of such acquisition;

(b) if such acquisition is made by a merger, the Borrower or a Subsidiary shall be the surviving entity;

(c) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition and such acquisition is otherwise considered "friendly";

(d) the business to be acquired would not subject the Administrative Agent or any Lender to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement;

(e) no contingent obligations or liabilities will be incurred or assumed in connection with such acquisition which could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; and

(f) the business and assets acquired shall be acquired by the Borrower or its Subsidiary, as the case may be, free and clear of all Liens other than Permitted Liens and all Indebtedness other than Indebtedness permitted pursuant to Section 6.10.

6.08. Investments. The Borrower will not nor will it permit any Subsidiary to make or commit to make any Investment in a single Person, other than an Investment in any Governmental Authority of the United States of America, in an aggregate amount exceeding the then Consolidated Tangible Net Worth of the Borrower.

6.09. Limitation on Contingent Obligations. The Borrower will not, nor will it permit any Subsidiary to, create, incur, assume, guarantee, endorse or otherwise in any way be or become responsible or liable for, directly or indirectly, or suffer to exist Contingent Obligations in an aggregate amount for the Borrower and its Subsidiaries in excess of $400,000,000; provided that such amount shall not include (i) the reimbursement obligation of the Borrower in respect of the 2005 Collateral Agreement, and (ii) any Contingent Obligation of a Subsidiary the ownership of which is acquired by the Borrower, directly or indirectly, after the date hereof, or which is established by the Borrower after the date hereof for the purpose of acquiring assets or equity of any Person not owned, directly or indirectly, by the Borrower on the date hereof; provided that such Contingent Obligation is not guarantied by, is not secured by assets (other than assets of such Subsidiary) of, and does not otherwise have recourse to the Borrower or its assets (other than the assets of such Subsidiary); and provided further that as of any time of determination under this Section 6.09, if the aggregate amount of any then outstanding Contingent Obligations of the Borrower and/or any Subsidiary would be permitted under Section 6.03 hereof had the amount of such Contingent Obligations been incurred as Funded Debt, then for the purposes of this 6.09, only 50% of the amount of such Contingent Obligations shall be counted towards the $400,000,000 limitation.

6.10. Limitation on Subsidiary Indebtedness. At the end of any calendar quarter commencing April 1, 2006, the Borrower will not permit the aggregate Indebtedness of all of the Borrower's consolidated Subsidiaries to be greater than 25% of Consolidated Tangible Net Worth at such date; provided that, for purpose of this Section, Indebtedness of a Subsidiary shall not include:

(i) any Indebtedness outstanding at March 31, 2006 and described on Schedule 6.10 attached hereto;

(ii) any Indebtedness secured by Permitted Liens;

(iii) any Indebtedness of the Borrower's Banking Subsidiaries;

(iv) Indebtedness of any Subsidiary the ownership of which is acquired by the Borrower, directly or indirectly, after the date hereof, or which is established by the Borrower after the date hereof for the purpose of acquiring assets or equity of any Person not owned, directly or indirectly, by the Borrower on the date hereof; provided that, such Indebtedness is not guarantied by, is not secured by assets (other than assets of such Subsidiary) of, and does not otherwise have recourse to the Borrower or its assets (other than the assets of such Subsidiary); and

(v) any Indebtedness of a Subsidiary to another Subsidiary or to the Borrower.

6.11. Transactions with Affiliates. The Borrower will not, nor will it permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions with any Affiliate (other than with the Borrower or a directly or indirectly wholly-owned Subsidiary), including without limitation, any loan, advance or investment or any purchase, sale, lease or exchange of property or the rendering of any service, unless such transaction or series of transactions is in good faith and at arm's-length and on terms which are at least as favorable as those available in a comparable transaction from a Person which is not an Affiliate. Any such transaction that involves in excess of $10,000,000 shall be approved by a majority of the independent directors on the board of directors of the Borrower; or, in the event that at the time of any such transaction or series of related transactions there are no independent directors serving on the board of directors of the Borrower, such transaction or series of related transactions shall be approved by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction for which approval is required.

ARTICLE VII

Events of Default

7.01. Events of Default.

If any of the following events ("Events of Default") shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or

(b) the Borrower shall fail to pay any interest on any Loan or any Facility Fees, Administrative Agent's Fees or any other amount (other than an amount referred to in clause (a) of this Article) payable under this

Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days; or

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; or

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 or 5.07 or in Article VI; or

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); or

(f) the Borrower or any of its Subsidiaries shall (i) default in any payment of principal of or interest on any Indebtedness (other than any Nonrecourse Debt) or in the payment of any Contingent Obligation, in any case having a principal amount exceeding $30,000,000 or in the aggregate having a principal amount exceeding $50,000,000, in either case beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Contingent Obligation (or a trustee or Administrative Agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Contingent Obligation to become payable; or

(g) (i) the Borrower or any Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, rehabilitation, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts (and except for the commencement of a Permitted Voluntary Proceeding), or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Subsidiary shall have taken any action indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii) or (iii) above; or (v) the Borrower or any Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(h) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; or

(i) one or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate a liability (not paid or fully covered by insurance) of $30,000,000 or more and all such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;

then, and in every such event (other than an event with respect to the Borrower described in sub-clauses (i), (ii) or (iv) of clause (g) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in sub-clauses (i), (ii) or (iv) of clause (g) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

7.02. Termination. (a) This Agreement shall terminate in the event (i) Ian Cumming and Joseph Steinberg cease to own, directly or indirectly, 32% or more of the Voting Stock of the Borrower; provided that Messrs. Cumming and/or Steinberg may cease to own, directly or indirectly, 32% or more of the Voting Stock of the Borrower if: (A) in the aggregate, they own, directly or indirectly, at least 23% of the outstanding Voting Stock, and (B)(x) if during the lifetime of Mr. Cumming or Mr. Steinberg, the aggregate Market Value of the Voting Stock owned by them, directly or indirectly, is at least $200,000,000 or
(y) if upon the death of either Mr. Cumming or Mr. Steinberg, the aggregate Market Value of the Voting Stock owned, directly or indirectly, by the survivor would be at least $100,000,000 or (ii) either Mr. Cumming or Mr. Steinberg ceases (if as a result of death, effective as provided below) to be a principal executive officer (which shall include the office of Chairman of the board of directors) of the Borrower. Such termination shall be immediate if it arises from any event other than the death of either or both of Ian Cumming and Joseph Steinberg. If such termination shall arise from the death of either or both of Ian Cumming and Joseph Steinberg such termination shall take effect 130 days after such event. Upon any such termination, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders all amounts owing under this Agreement. No such termination shall affect any rights acquired by the Lender under this Agreement prior to or as a result of such termination.

(b) For purposes hereof:

(i) The term "owned, directly or indirectly" shall be deemed to include all Voting Stock received from Mr. Cumming or Mr. Steinberg by any member of their respective immediate families or by any trust for the benefit of either of them or any member of their respective immediate families (a "Recipient"), which Voting Stock is held by a Recipient during the lifetime of Mr. Cumming or Mr. Steinberg. In determining the number of outstanding Common Shares then held by Messrs. Cumming and Steinberg and the total number of outstanding Common Shares, there shall be excluded Common Shares issued by the Borrower after December 31, 1991, or the conversion

into or exchange for, after December 31, 1991, Common Shares or securities convertible into or exchangeable for Common Shares.

(ii) The term "Market Price" shall mean, with reference to the Borrower's common stock ("Common Shares") for any Trading Day, the last reported sale price of a Common Share as reported on the New York Stock Exchange or on any principal stock exchange on which the Common Shares are then listed or admitted to trading or on the National Association of Securities Dealers National Market System, if quoted; or, if the Common Shares are not then listed or admitted to trading on any national securities exchange and there is no reported last sale price or bid and asked prices available, the average of the reported high-bid and low-asked prices on such day as reported by a reputable quotation service or a newspaper of general circulation in the Borough of Manhattan, City and State of New York, customarily published on each business day; or, in the absence of one or more such quotations, the current market price determined in good faith by the board of directors of the Borrower on the basis of such quotations or factors as it deems appropriate.

(iii) The term "Market Value" shall mean, with reference to the Borrower's Common Shares, the average Market Price of such Common Shares for the twenty Trading Days immediately preceding the date of the sale, transfer or disposition giving rise to the need to determine Market Value.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default other than a payment

Default, unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. Unless a Default then exists, such successor shall be reasonably acceptable to the Borrower. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its

own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Lead Arranger shall have no duties, responsibilities or obligations to, no authority to act for, any other party to this Agreement by virtue of its status as Lead Arranger hereunder.

ARTICLE IX

Miscellaneous

9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at 315 Park Avenue South, New York, NY 10010, Attention of Joseph A. Orlando (Telecopy No. 212-598-3248), with a copy (which shall not constitute notice) to Weil Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, Attention of Andrea Bernstein(Telecopy No. 212-310-8007);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, National Association, Loan and Agency Services Group, 10 South Dearborn, 19th Floor, Chicago, IL 60603-2003, Attention of Claudia Kech (Telecopy No. (312) 385-7096), with a copy to JPMorgan Chase Bank, National Association, 270 Park Avenue, New York 10017, Attention of Wendy Weinsier Segal (Telecopy No. 212-899-2908), with an additional copy (which shall not constitute notice) to Bingham McCutchen LLP, 399 Park Avenue, New York, NY 10022, Attention of Frederick F. Eisenbiegler (Telecopy No. 212-702-3646);

(iii) if to the Swingline Lender, to JPMorgan Chase Bank, National Association, Loan and Agency Services Group, 10 South Dearborn, 19th Floor, Chicago, IL 60603-2003, Attention of Claudia Kech (Telecopy No. (312) 385-7096), with a copy to JPMorgan Chase Bank, National Association, 270 Park Avenue, New York 10017, Attention of Wendy Weinsier Segal (Telecopy No. 212-899-2908); and

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Swingline Lender hereunder without the prior written consent of the Administrative Agent or the Swingline Lender, as the case may be.

9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent or the Lead Arranger, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lead Arranger, in connection with the syndication of the Revolving Loans provided for herein, the preparation, execution, delivery and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation

of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, or the Swingline Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly following written demand therefor.

9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $2,500,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not have been a Lender prior to the effective date of such assignment, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the term "Approved Fund" has the following meaning:

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not

comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.04(a), 2.05(c), 2.06(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Sections 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent to such greater payment. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the

participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(iii) Each Lender that sells a Participation to a Participant shall, as a non-fiduciary agent of the Borrower, keep a register of each Participant, specifying such Participant's entitlement to payments of principal and interest pursuant to such Participation. The entries in such register shall be conclusive, and each Lender shall treat each Person whose name is recorded in such register as a Participant, unless it receives notice to the contrary.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) On one or more occasions, one or more Additional Lenders may be admitted as Lenders party to this Agreement in connection with an increase of the Total Commitment pursuant to Section 2.09, subject to (i) execution and delivery by any such Additional Lender to the Administrative Agent, for recording in the Register, of an Instrument of Adherence substantially in the form of Exhibit B hereto (an "Instrument of Adherence"),
(ii) acceptance of such Instrument of Adherence by each of the Administrative Agent and the Borrower by their respective executions thereof, and (iii) the completion of an Administrative Questionnaire by such Additional Lender promptly delivered to the Administrative Agent. Upon the satisfaction of the foregoing conditions, from and after the effective date specified in each such Instrument of Adherence, which effective date shall be at least five Business Days after the execution thereof, the Additional Lender shall be a Lender party hereto and have the rights and obligations of a Lender hereunder.

9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any provision hereof.

9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent or the Lead Arranger constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and

thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER

BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.12. Confidentiality. (a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower or a Subsidiary of the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower or a Subsidiary of the Borrower relating to the Borrower or a Subsidiary of the Borrower or their businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Subsidiary of the Borrower; provided that, in the case of information received from the Borrower or a Subsidiary of the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN
SECTION 9.12(A) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL

INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR ITS SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

9.13. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act") hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LEUCADIA NATIONAL CORPORATION

Title:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually, as Administrative Agent and as Swingline Lender

Title:

BANK OF AMERICA, N.A.

Title:

HSBC BANK USA, NATIONAL ASSOCIATION

Title:

ISRAEL DISCOUNT BANK OF NEW YORK

Title:

Title: