Section 1129(a)(6) of the Bankruptcy Code is not applicable to these chapter 11 cases. The Plan proposes no rate change subject to the jurisdiction of any governmental regulatory commission.

[Schedules 1], 6.2, 6.11, 6.17, 6.23 and 6.25 to the Credit Agreement are hereby amended and restated in its entirety to read as set forth on, respectively, [Schedules 1], 6.2, 6.11, 6.17, 6.23 and 6.25 attached hereto and any reference contained in the Agreement to “the date hereof” with respect to the information set forth on such Schedules is hereby amended to read “the Second Amendment Effective Date”.

If Clause 6.3 applies, the Lender and the Borrower shall make such consequential amendments to this Agreement as they consider necessary to give effect to such replacement benchmark rate, including any amendments required to implement market practice for the operation of such replacement benchmark rate and any amendments which the Lender determines are required to enable such replacement benchmark rate to be used for the calculation of interest under this Agreement; provided, however, that Borrower may, at any time after which a replacement benchmark rate is put in place as referred to in Clause 6.3, notify the Lender that it will prepay the outstanding Advances within ten (10) days of such notice to the Lender. The provisions of Clauses 5.2 and 5.3 shall apply to such prepayment. Upon receipt of such prepayment from the Borrower, the Agreement shall be terminated.

In [Sections 6.10, 6.13, 6.17 and 6.20]0]0]0], each reference to “Closing Date” is hereby replaced with a reference to “Third Amendment Effective Date”.

Effective as of January 1, 2007, [Section 6.03] of the Plan is hereby amended to provide as follows:

Upon the Fourth Amendment Effective Date, [Section 6.1(q)] of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

The Debtors allege that they are exempt from the requirements of section 1123(a)(6) of the Bankruptcy Code because the Reorganized Debtors are not corporations. In any event, the formation documents of the limited liability agreements for the reorganized debtor comply with the prohibitions and requirements of § 1123(a)(6) in the event that they are “corporations” for the purposes of the Bankruptcy Code.

Article # Miscellaneous 6

ARTICLE # -- DISTRIBUTIONS AND WITHDRAWALS 7

Subject to [Sections 6.02(b) and 6.03]3], the ​ shall be responsible for the determination of benefits with respect to the Reinsured Liabilities in accordance with Article X, applicable Law and the terms and conditions of the Reinsured Policies and this Agreement.