Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. On the applicable Petition Dates, the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:

INTRODUCTORY STATEMENT. On the applicable Petition Dates, the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such All terms and other capitalized terms used not otherwise defined above or in this Introductory Statement being used with are as defined in Article 1 hereof or as defined elsewhere herein. On September 25, 2000 the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 Borrowers, certain of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectivelyGuarantors, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower Administrative Agent and certain Subsidiaries thereof lenders entered into a $5,000,000,000 Revolving Credit, Security Guaranty and Pledge Agreement providing for a secured credit facility (the "Existing Credit Agreement"). LGEC has requested that the Lenders amend and restate the Existing Credit Agreement, in order, among other things, to make available a US$350,000,000 five-year secured credit facility consisting of (x) a five-year revolving credit facility (the "Revolving Credit Facility") of US$215,000,000 consisting of a U.S. Dollar Revolving Credit Facility pursuant to which U.S. Dollar Revolving Credit Loans in an aggregate amount not to exceed US$200,000,000 outstanding at any one time may be made to LGEI by the U.S. Dollar Lenders and a Canadian Dollar Facility pursuant to which Canadian Dollar Loans in an amount not to exceed the Canadian Dollar Equivalent of US$15,000,000 outstanding at any one time may be made by the Canadian Dollar Lenders to LGEC and (y) a five-year term loan of US$135,000,000 to LGEI (the "Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”Facility"). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments proceeds of the Existing DIP Lenders shall Term Loan Facility will be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order used to finance, in part, the Plan merger of ReorganizationLGF Acquisition Corporation ("Merger Sub") with and into Film Holdings Co. ("FHC"), which is the corporate parent of Artisan Entertainment Inc. ("Artisan") and certain related transactions which will result in Artisan becoming a wholly-owned subsidiary of LGEI (collectively, the Borrower has requested that additional first priority senior secured term loans"Acquisition"), having terms all as described in the Merger Agreement among FHC, LGEC and conditions identical Merger Sub dated as of October 24, 2003 (the "Merger Agreement") and to refinance indebtedness of the terms Borrowers and conditions for Artisan in connection with the First Priority Term Loans, Acquisition. The proceeds of the Revolving Credit Facility will be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted used to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to (i) finance, in part, the Plan Acquisition, (ii) refinance existing indebtedness of Reorganizationthe Borrowers and Artisan in connection with the Acquisition, (iii) finance the development, production, distribution or acquisition of intellectual properties including feature films, television and video product and/or rights therein or thereto and (iv) for other general corporate purposes, including acquisitions. To provide assurance for the repayment of the Loans and the other Obligations of the Borrowers hereunder, the Borrower has requested that up Borrowers will, among other things, provide or cause to $300 million in first priority senior secured bridge loans be made available on provided to the Plan Effective Date pursuant to that certain Bridge Loan Agreement among Administrative Agent, for the Borrowerbenefit of itself, the Bridge Loan Agent Issuing Bank and the Bridge Loan Lenders, dated the following (each as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:more fully described herein):

INTRODUCTORY STATEMENT. On the applicable Petition Dates, the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Subsub-Agentagent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth hereintherein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, loans be made available pursuant to the Exit Facility Agreement on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein in the Exit Facility Agreement and subject to reduction pursuant to the Commitment Letter. The Borrower’s obligations under the Exit Facility Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Exit Facility Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge term loans be made available on the Plan Effective Date pursuant to that certain Bridge this Agreement and, subject to the terms and conditions hereof and in the other Loan Agreement among the BorrowerDocuments, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that Lenders are pari passu agreeable to the Liens securing the Obligations hereundersuch request. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:

INTRODUCTORY STATEMENT. On the applicable Petition DatesMay 6, 2003, the Borrower and certain of its subsidiaries the Guarantors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in with the Bankruptcy Court (such terms term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.11.01) initiating the cases pending under Chapter 11 Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code Code. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the cases of date hereof, the "Existing Agreement") pursuant to which the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, Guarantors were truly and justly indebted to the Bankruptcy Court entered an order (Existing Lenders on the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 Filing Date in respect of the Bankruptcy Code extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (as including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in effect on Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the Closing Date, the “Plan amount of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”)EUR83,003,011.44. The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject has applied to the conditions set forth herein. In addition, in order to finance, in part, the Plan Lenders for a revolving credit and letter of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be credit facility in an aggregate principal amount not to exceed $30,000,000, all of up the Borrower's obligations under which are to $6,300,000,000be guaranteed by the Guarantors. The proceeds of the Loans will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations), the Borrower and the Guarantors will provide to the Agent and the Lenders are agreeable to such request, on the terms following (each as more fully described herein and subject to the conditions limitations set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:herein):

INTRODUCTORY STATEMENT. On September _, 2008 (the applicable "Petition DatesDate"), HP A and the Borrower and certain of its subsidiaries other Debtors filed voluntary petitions for relief under Chapter chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Bankptcy Code (the cases "Bankptcy Code") with the United States Bankptcy Court for the District of Delaware (the "Bankptcy Court") (the "Case") and each has continued in the possession of its assets and in the management of its businesses pursuant to Sections 1107 and 1108 of the Borrower Bankptcy Code. The Debtors have applied to the Post-Petition Lender for a debtor-in-possession revolving credit facilty for an initial aggregate principal amount not to exceed $2,250,000 (the "Commtment"), which shall consist of a senior secured revolving credit facility and such Subsidiariesshall constitute debtor-in-possession financing pursuant to and entitled to all the protections of Section 364 of the Bankptcy Code that must be repaid in accordance with the terms of this Post-Petition Credit Agreement, each a “Case” and, collectively, assuming that the “Cases”Bankptcy Court approves the Roll-Up (as defined below). On December 19The Debtors shall request that the Bankptcy Court approve, 2007on a final basis, the Bankruptcy Court entered an order a "roll-up" (the “Confirmation Order”"Roll-Up") confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code principal amount of $1,000,000 advanced to HP A for itself and for the benefit of the other Debtors pursuant to that certain Credit Agreement (as in effect on the Closing Date, the “Plan "Pre-Petition Line of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Credit Agreement, ") dated as of March 29September 15, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A.2008, as co-documentation agents and co-syndication agents, General Electric Capital Corporation, amended by that certain Amendment No. 1 to Credit Agreement dated as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto of September 22,2008 (collectively, the “Existing DIP Lenders”"Emergency Loans"), into the revolving credit facility. The Existing DIP Agreement contemplates thatHPA agreed to roll-up the Emergency Loans and Post-Petition Lender, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made as payee under the Existing DIP Agreement note evidencing the Emergency Loans, was wiling to make the Emergency Loans available to HP A for itself and for the benefit of the other Debtors prior to a chapter 11 fiing only with the understanding that the Debtors would request that such amount would be rolled into any post-petition financing facility. This amount was necessary for the orderly commencement of the Case and the other commitments restructuring the operations of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence Debtors and certain of their subsidiaries, including fuding accounts of the effective date of Debtors to pay compensation and employee benefits to employees, to pay the Plan of Reorganization (Debtors' professionals, to pay utilty bils and to pay other costs and expenses necessarily incurred by the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000Debtors, and the Lenders are agreeable Debtors believe it is in the best interest of their respective estates to such requesthave the Roll-Up approved. As security for the Debtors' repayment of the Post-Petition Obligations (as defined below) hereunder and under the other Post-Petition Financing Documents (as defined below), on the terms and subject Debtors wil provide to the conditions set forth Post-Petition Lender the following (each as more fully described herein and subject to reduction pursuant to the Commitment Letter. In additionwith all capitalized terms not defined below, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date defined under Section 1.01 hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:):

INTRODUCTORY STATEMENT. On The Borrower entered into that certain Credit Agreement dated as of November 17, 1998 (as amended by the applicable Petition DatesFirst Amendment to Credit Agreement dated as of November 5, 1999, but effective as of September 30, 1999, the Borrower "Original Credit Agreement"), by and certain among Pennzoil Products Company (now known as Pennzoil-Quaker State Company), as borrower, Chase Bank of its subsidiaries filed voluntary petitions for relief under Chapter 11 Texas, National Association, individually and as administrative agent and each of the Bankruptcy Code in the Bankruptcy Court lenders parties thereto (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”"Original Lenders"), pursuant to which the Original Lenders provided credit facilities to the Borrower in an aggregate amount of up to $1,000,000,000. On December 19, 2007, Proceeds of the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed Original Credit Agreement were used by the Borrower for its working capital and general corporate purposes. The Borrower requested, and the Original Lenders and the administrative agent under Chapter 11 of the Bankruptcy Code Original Credit Agreement (as in effect on hereinafter the Closing Date"Original Administrative Agent") agreed, that the “Plan of Reorganization”)Original Credit Agreement be amended and restated. During the Cases, the The Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan that certain Amended and Guarantee Agreement, Restated Credit Agreement dated as of March 29November 16, 2007 1999 (the "1999 Credit Agreement"), by and among Pennzoil-Quaker State Company, as heretofore amendedborrower, supplemented or otherwise modifiedChase Bank of Texas, National Association (now known as The Chase Manhattan Bank), as administrative agent and each of the lenders parties thereto (collectively, the “Existing DIP "1999 Lenders") that amended and restated the Original Credit Agreement”. The Borrower, the Administrative Agent and the Lenders entered into that certain First Amendment to Amended and Restated Credit Agreement dated as of November 10, 2000 (the "First Amendment"), among amending the 1999 Credit SuisseAgreement. The Borrower has requested, and the 1999 ▇▇▇▇▇▇▇ Sachs ▇▇▇ the administrative agent under the 1999 Credit Partners L.P. and JPMorgan Chase BankAgreement have agreed, N.A.that the 1999 Credit Agreement, as co-documentation agents amended by the First Amendment, be amended and co-syndication agentsrestated in its entirety. The Borrower desires to reduce the aggregate commitment of the 1999 Lenders available under the 1999 Credit Agreement, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent such reduced aggregate commitment to be reflected in this Agreement. In consideration of the mutual covenants and as collateral agent, and the financial institutions from time to time party thereto (collectivelyagreements herein contained, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectivenessBorrower, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000Administrative Agent, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:

INTRODUCTORY STATEMENT. On the applicable Petition DatesOctober 8, 2005, the Borrower and certain of its subsidiaries the Guarantors filed voluntary petitions for relief under Chapter 11 with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code in Code. On October 14, 2005 the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectivelyBorrower, the “Cases”). On December 19Guarantors, 2007JPMCB and CUSA as Lenders, the Bankruptcy Court entered an order (Administrative Agent and the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof Syndication Agent entered into a $5,000,000,000 the Revolving Credit, Term Loan and Guarantee Agreement, Guaranty Agreement dated as of March 29October 14, 2007 2005 (as heretofore amended, supplemented or otherwise modified, the “Existing "Original DIP Credit Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent", and the financial institutions from time to time party thereto Original DIP Credit Agreement as amended by the First Amendment (collectivelyas defined below), the “"Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”Credit Agreement"), on the terms which provides for (i) loan facilities of $2,000,000,000, comprised of (1) a revolving credit and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan letter of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be credit facility in an aggregate principal amount of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject to the conditions 1,750,000,000 as set forth herein therein and subject (2) a term loan in an aggregate principal amount of $250,000,000 as set forth therein and (ii) all of the Borrower's obligations thereunder to reduction pursuant to be guaranteed by the Commitment LetterGuarantors. In additionOn October 27, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among 2005 the Borrower, the Bridge Loan Guarantors, JPMCB and CUSA as Lenders, the Administrative Agent and the Bridge Syndication Agent entered into the First Amendment to Revolving Credit, Term Loan Lenders, and Guaranty Agreement dated as of October 27, 2005 (the date hereof"First Amendment"). There are no Loans outstanding under the Existing DIP Credit Agreement. There are letters of credit outstanding under the Existing DIP Credit Agreement, which will be deemed to be Letters of Credit outstanding hereunder. The Borrower’s obligations under , the Bridge Loan Agreement shall be guarantied by Guarantors, the Guarantors Lenders party hereto, the Administrative Agent and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu Syndication Agent wish to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, restate the Existing DIP Credit Agreement in its entirety in order to add additional Lenders to the facility and re-allocate Commitments accordingly and to effect certain other amendments to the Existing DIP Credit Agreement as follows:set forth herein. The Borrower, the Existing Lenders and the Existing Agent are parties to the Existing Agreement pursuant to which the Borrower was (and the Pre-Petition Guarantors were, pursuant to the Guarantee and Collateral Agreement (as defined in the Existing Credit Agreement)) truly and justly indebted to the Existing Lenders on the Filing Date in the principal amount of $2,579,783,051.85 (including the aggregate outstanding face amount of issued but undrawn letters of credit outstanding thereunder) in respect of the extensions of credit provided for thereunder.

INTRODUCTORY STATEMENT. On the applicable Petition DatesSTX Acquisition Corp., the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court a Delaware corporation, acquired Sterling Chemicals, Inc. (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code "SCI"), a Delaware corporation (the cases of "SCI Acquisition") pursuant to the Borrower Merger Agreement (defined below) between STX Acquisition Corp. and such Subsidiaries, each a “Case” and, collectively, the “Cases”)SCI. On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on Upon the terms and subject to the conditions set forth in the Merger Agreement, STX Acquisition Corp. merged with and into SCI (the "Merger"). From and after the time that the Merger occurred, the separate corporate existence of STX Acquisition Corp. ceased and SCI continued as the surviving corporation and succeeded to and assumed all the rights and obligations of STX Acquisition Corp. in accordance with the General Corporation Law of the State of Delaware. STX Acquisition Corp. formed STX Chemicals Corp. for purposes of acquiring all of the assets and liabilities of SCI (the "SCI Asset Conveyance") simultaneously with the time that the Merger occurred. Substantially contemporaneously with the SCI Asset Conveyance and Merger, STX Chemicals Corp. was renamed "Sterling Chemicals, Inc." and SCI was renamed Sterling Chemicals Holdings, Inc. ("Holdco"). STX Chemicals Corp. entered into that certain Credit Agreement dated as of the STX Closing Date (defined below) (as amended, the "Original Credit Agreement"), by and among STX Chemicals Corp., as borrower, Texas Commerce Bank National Association, individually, as a lender, as an issuing bank, and as administrative agent, Credit Suisse, individually, as a lender, as an issuing bank and as documentation agent, each additional issuing bank under such credit agreement and each of the lenders that were or became a signatory thereto (individually, an "Original Lender" and, collectively, the "Original Lenders"), pursuant to which the Original Lenders agreed to provide credit facilities to the Company in the amount of up to $456,500,000 (the "STX Facilities"), consisting of $100,000,000 of Revolving Credit Loans, $200,000,000 of Tranche A Term Loans (the "Original Tranche A Term Loans"), $150,000,000 of Tranche B Term Loans (the "Original Tranche B Term Loans") and $6,500,000 of ESOP Term Loans. Proceeds of the Original Tranche A Term Loans and Original Tranche B Term Loans were used solely (i) to finance a portion of the SCI Acquisition, (ii) to refinance existing indebtedness and to assume the obligations under the Outstanding Letters of Credit of SCI, and (iii) to finance fees and expenses relating to the financing of the SCI Acquisition. Proceeds of the Revolving Credit Loans have been and will be used solely to finance ongoing working capital requirements and for general corporate purposes of the Company and were used to finance a portion of the SCI Acquisition. Proceeds of the ESOP Term Loans were used solely to fund the Secondary ESOP Loan (as defined herein), and will be used by the ESOP solely for the purchase of Holdco Common Stock. 10 On January 31, 1997, the Company entered into an additional Credit Agreement dated as of January 31, 1997 (as amended, the "AFB Acquisition Credit Agreement"), by and among the Company, Texas Commerce Bank National Association, individually, as a lender, and as administrative agent under the AFB Acquisition Credit Agreement, Credit Suisse First Boston, individually, as a lender, and as documentation agent under the AFB Acquisition Credit Agreement, and each of the lenders that were or became a signatory thereto (individually, an "AFB Lender" and, collectively, the "AFB Lenders"), pursuant to which the AFB Lenders agreed to provide credit facilities to the Company in the amount of up to $81,000,000 (the "AFB Facilities"), consisting of $31,000,000 of Tranche A Term Loans (the "AFB Tranche A Term Loans") and $50,000,000 of Tranche B Term Loans (the "AFB Tranche B Term Loans"). Proceeds of the AFB Tranche A Term Loans and AFB Tranche B Term Loans were used solely (i) to finance a portion of the AFB Acquisition (as defined below), (ii) to finance fees and expenses relating to the financing of the AFB Acquisition and (iii) fund up to $1,000,000 of the Secondary ESOP Loan. The Company entered into that certain First Amendment to Credit Agreement ("STX First Amendment") dated as of January 31, 1997, by and among the Company, Texas Commerce Bank National Association, individually, as an issuing bank and as administrative agent under the Original Credit Agreement and Credit Suisse First Boston (formerly known as Credit Suisse), individually, as an issuing bank and as documentation agent under the Original Credit Agreement and the Original Lenders, amending the Original Credit Agreement to permit the AFB Acquisition and to permit the Company to enter into the AFB Acquisition Credit Agreement. In addition, in order to finance, in partconnection with the AFB Acquisition Credit Agreement and the STX First Amendment, the Plan Original Lenders and the AFB Lenders agreed pursuant to an Intercreditor Agreement dated as of ReorganizationJanuary 31, 1997 (the "Intercreditor Agreement"), by and among the Original Lenders, Texas Commerce Bank National Association, as administrative agent under the Original Credit Agreement (the "Original Administrative Agent"), the Borrower has requested AFB Lenders, Texas Commerce Bank National Association, as administrative agent under the AFB Acquisition Credit Agreement (the "AFB Administrative Agent") and the Company, that additional first priority senior secured term loansthey would rank pari passu with one another in respect of certain payments, having terms recoveries, collateral or security under the Original Credit Agreement and conditions identical to the AFB Acquisition Credit Agreement and that such payments, recoveries, collateral and security would be made on a pro rata basis. In connection with SCI Acquisition, Holdco funded a portion of the SCI Acquisition price through the issuance of its $191,751,000 Senior Secured Discount Notes (the "Senior Secured Discount Notes") under the terms of that certain $191,751,000 13 1/2% Senior Secured Discount Notes due 2008 Indenture dated as of August 15, 1996, with Fleet National Bank, as trustee (the "Senior Secured Discount Notes Indenture"), and conditions for the First Priority Term Loans, be made available on Company funded a portion of the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made SCI Acquisition price through the issuance of its $275,000,000 Senior Subordinated Notes (the "Senior Subordinated Notes") under the Existing DIP Agreement terms of that are converted to First Priority Term Loans on certain $275,000,000 11 3/4% Senior Subordinated Notes due 2006 Indenture dated as of August 15, 1996, with Fleet National Bank, as trustee (the Plan Effective Date"Senior Subordinated Notes Indenture"). On April 7, shall be 1997, the Company issued its Senior Subordinated Notes in an aggregate principal amount of up to $6,300,000,000, and 150,000,000 (the Lenders are agreeable to such request, on "Additional Senior Subordinated Notes") under the terms and subject to the conditions set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, $150,000,000 Senior Subordinated Notes Due 2007 Indenture dated as of April 7, 1997, with Fleet National Bank, as trustee (the date hereof. The Borrower’s obligations under "Additional Senior Subordinated Notes Indenture") and used a portion of the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:proceeds thereof to

INTRODUCTORY STATEMENT. On July 21, 1997, Payless Cashways, Inc., an Iowa corporation, as debtor and debtor-in-possession (the "Debtor"), filed a voluntary petition with the Bankruptcy Court. On September 5, 1997, the Debtor filed its First Amended Plan of Reorganization with the Bankruptcy Court, which Plan of Reorganization was modified on October 9, 1997 and further modified by the Confirmation Order entered by the Bankruptcy Court on November 19, 1997 and on the record at the hearing with respect to the Confirmation Order (the "Plan of Reorganization"). On the applicable Petition Dateseffective date of the Plan of Reorganization, the Debtor merged into the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code Borrower obtained post-effective date revolving credit in the Bankruptcy Court (such terms maximum amount of $150,000,000 pursuant to that certain amended and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreementrestated credit agreement, dated as of March 29December 2, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”)1997, among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A.the Borrower, as co-documentation agents and co-syndication agentssuccessor by merger to the Debtor, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and each of the financial institutions from time to time party thereto as lenders (collectivelytogether with their successors and assigns, the “"Existing DIP Lenders”"). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under Underwriters (as defined therein), CIBC, as the issuer of standby letters of credit, U.S. BANK NATIONAL ASSOCIATION, in its capacity as the issuer of documentary letters of credit and CIBC, as coordinating and collateral agent for the Existing DIP Agreement Lenders, the Fronting Banks (as defined therein), the Underwriters and the other commitments Secured Parties (as defined therein), as amended by that certain First Amendment to the Amended and Restated Revolving Credit Agreement dated as of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization August 13, 1998 (the “Plan Effective Date”"Existing Credit Agreement"), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of ReorganizationContemporaneously herewith, the Borrower has requested that additional first priority senior secured term loans, having terms is entering into a new credit facility with Congress Financial Corporation (Central) ("Congress Financial") for a revolving credit and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be letter of credit facility in an aggregate principal amount not to exceed $260,000,000 (the "Congress Facility"), the proceeds of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to financewhich will be used, in part, to repay (i) the Plan outstanding principal amount of Reorganizationall of the New Revolving Loans owing under the Existing Credit Agreement (the "Existing Revolving Loans"), (ii) any and all accrued interest, fees, costs and expenses relating to the Existing Revolving Loans and the Existing Term Loans (as hereinafter defined) pursuant to the Existing Credit Agreement and (iii) $92,000,000 of the outstanding principal amount of New Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (the "Existing Term Loans" and, together with the Existing Revolving Loans, the "Existing Loans"), which repayment of Existing Term Loans is to be shared pro rata among the New Term Lenders under the Existing Credit Agreement (the "Existing Term Lenders"). The Congress Facility will also provide for the issuance of Back-to-Back Letters of Credit (as hereinafter defined) in favor of the Fronting Banks under the Existing Credit Agreement which will provide credit support for the Existing Documentary Letters of Credit (as hereinafter defined) and the Existing Standby Letters of Credit (as hereinafter defined). The Borrower has requested that up is obligated to (i) the New Revolving Lenders under the Existing Credit Agreement (the "Existing Revolving Lenders") with respect to (A) Existing Revolving Loans in the aggregate principal amount of $300 million in first priority senior secured bridge loans be made available on 90,000,000, (B) undrawn Standby Letters of Credit issued for the Plan Effective Date account of the Borrower pursuant to that certain Bridge Loan the Existing Credit Agreement among in the Borroweraggregate principal amount of $14,360,000 (the "Existing Standby Letters of Credit") and (C) undrawn Documentary Letters of Credit issued for the account of the Borrower pursuant to the Existing Credit Agreement in the aggregate principal amount of $2,572,759.82 (the "Existing Documentary Letters of Credit" and, together with the Existing Standby Letters of Credit, the Bridge Loan Agent and "Existing Letters of Credit"), (ii) the Bridge Loan Existing Term Lenders (together with the Existing Revolving Lenders, dated as the "Existing Lenders") in the aggregate principal amount of $201,415,478.98, and (iii) the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. AccordinglyAgent, the parties hereto hereby agree to convert, and amend and restateFronting Banks, the Existing DIP Cash Management Bank (as defined herein) and the Existing Revolving Lenders in respect of interest, fees, costs, expenses and all other obligations of the Borrower under the Existing Credit Agreement and the other documentation relating thereto. The Existing Revolving Loans, together with a portion of the Existing Term Loans, are being repaid as provided hereby, the Existing Letters of Credit are being treated as provided herein and the Existing Credit Agreement is being amended and restated in its entirety as follows:herein set forth. Upon repayment of the Existing Revolving Loans, issuance of the Back-to-Back Letters of Credit, payment of all outstanding interest, fees and expenses, and the occurrence of the other conditions precedent to the effectiveness of this Agreement, all Revolving Credit Commitments under the Existing Credit Agreement shall be terminated.

INTRODUCTORY STATEMENT. On All defined terms not otherwise defined above or in this Introductory Statement are as defined in Schedule 1.1 or as defined elsewhere herein. Certain of the applicable Petition DatesDIP Lenders are holders of 6.50% Senior Secured Convertible Notes due 2009 issued under that certain Indenture, dated December 24, 2003, by and between Parent and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America ( as amended, modified or supplemented from time to time, the Borrower “6.50% Notes Indenture”); On December 24, 2003, Parent entered into an Indenture with U.S. Bank National Association, a national banking association organized and certain existing under the laws of its subsidiaries the United States of America, with respect to 11.75% Senior Secured Notes due 2009 (as amended, modified or supplemented from time to time, the “11.75% Notes Indenture” and, together with the 6.50% Notes Indenture, the “Pre-Petition Indentures”); As of October 24, 2005, the Borrowers entered into a Third Amended and Restated Credit Agreement (the “Pre-Petition Credit Facility”) with the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Pre-Petition Senior Lender” and collectively as the “Pre-Petition Senior Lenders”) and ▇▇▇▇▇ Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Pre-Petition Senior Lenders (in such capacity, the “Pre-Petition Agent”) providing for a secured credit facility. On May 8, 2006 (the “Petition Date”), each of the Borrowers filed a voluntary petitions petition for relief under Chapter chapter 11 of title 11 of the United States Code in the Bankruptcy Court; The Borrowers desire to pursue a financial restructuring of the Borrowers and the Borrowers believe that the best way to effectuate financial restructuring of the Borrowers is by means of cases under chapter 11 of the Bankruptcy Code; An immediate and on-going need exists for the Borrowers to obtain additional funds in order to continue the operation of their businesses as debtors-in-possession under chapter 11 of the Bankruptcy Code in and, accordingly, the Bankruptcy Court Borrowers have requested that the DIP Lenders refinance a portion of the Pre-Petition Credit Facility and extend post-petition financing, and the DIP Lenders are willing to provide such post-petition financing and incur such additional obligations pursuant to sections 364(c)(1), (such terms c)(2), (c)(3) and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1(d)(1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such SubsidiariesCode, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility but only for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms purposes and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to upon the terms and conditions set forth in this DIP Loan Agreement; and To provide security for the First Priority Term Loans, be made available on repayment of the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made Loans and the payment of the other Obligations of the Borrowers hereunder and under the Existing DIP Agreement that are converted to First Priority Term Loans on other Loan Documents, the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject Borrowers will provide to the conditions set forth herein and subject to reduction pursuant to DIP Lenders the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated following (each as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:more fully described herein):

INTRODUCTORY STATEMENT. On The Borrower is currently an applicant and a debtor company in a proceeding (the applicable Petition Dates“CCAA Case”) under Canada’s Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”), commenced on December 23, 2011 (the “CCAA Filing Date”) before the Ontario Superior Court of Justice (Commercial List) (the “CCAA Court”) and, simultaneously, a debtor in an ancillary proceeding (the “Chapter 15 Case”, and together with the CCAA Case, the Borrower and certain of its subsidiaries filed voluntary petitions for relief “Reorganization Proceedings”) under Chapter 11 chapter 15 of the Bankruptcy Code in before the United States Bankruptcy Court for the District of Delaware (such terms the “U.S. Bankruptcy Court”), commenced on December 23, 2011 (the “Chapter 15 Petition Date”), and other capitalized terms used in this Introductory Statement being used with has retained possession of its assets and is authorized pursuant to the meanings given to such terms in order of the CCAA Court granted on the CCAA Filing Date (as amended, the “Initial Order”) and Section 1.11520(a)(2) initiating the cases pending under Chapter 11 of the Bankruptcy Code (to continue the cases operation of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”)its business. On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time Pursuant to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP this Agreement and the other commitments of Orders, the Existing DIP Lenders shall be converted Lender is making available to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured a debtor-in-possession term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be loan facility in an aggregate principal amount of up to $6,300,000,000US$36,000,000. The proceeds of the Loan will be used for working capital and other general corporate purposes of the Borrower including, without limitation, the payment of fees and expenses incurred in connection with entering into this Agreement and the Lenders are agreeable to such requesttransactions contemplated hereby, on the terms Reorganization Proceedings, the Arbitration Proceeding and all other uses contemplated by the Budgets, in all cases subject to the conditions set forth herein terms of this Agreement and subject to reduction pursuant to the Commitment LetterOrders. In addition, in order to finance, in part, To secure repayment of the Plan Loan and the payment of Reorganizationthe other Obligations of the Borrower hereunder and under the other Credit Documents, the Borrower has requested that up is providing to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date Lender, pursuant to that certain Bridge Loan Agreement among the Borrowerthis Agreement, the Bridge Loan Agent other Credit Documents and the Bridge Loan LendersOrders, dated as a perfected Lien on all present and after-acquired assets of the Borrower (other than the Excluded Property, as defined in the Initial Order). Following the date hereof. The Borrower’s obligations under on which the Bridge Loan Agreement shall be guarantied by Reorganization Proceedings conclude with the Guarantors and implementation or consummation of a plan of compromise, arrangement or reorganization (the Loan Parties’ obligations under “Exit Date”), it is the Bridge Loan Documents shall be secured by Liens intent of the parties that are pari passu to the Liens securing the Obligations hereunderhereunder shall continue as exit financing for the reorganized Borrower until the Termination Date. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:

INTRODUCTORY STATEMENT. On the applicable Petition DatesJune 23, 1995, the Borrower and certain of its subsidiaries the Guarantors filed voluntary petitions for relief under Chapter 11 with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code in the Bankruptcy Court (such terms Code. The Borrower and other capitalized terms used in this Introductory Statement being used with the meanings given Guarantors currently are parties to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code a $200,000,000 debtor-in-possession Amended and Restated Revolving Credit and Guaranty Agreement (the cases "CHASE CREDIT FACILITY"), dated as of the Borrower June 23, 1995, as amended and such Subsidiariesrestated as of April 10, each a “Case” and1997, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth and as amended pursuant to that First Amendment to Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Restated Revolving Credit, Term Loan Credit and Guarantee Guaranty Agreement, dated as of March 29October 16, 2007 1997, with The Chase Manhattan Bank (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”"CHASE"). The Existing DIP Agreement contemplates that, upon Borrower has applied to the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement Lenders and the other commitments Issuing Bank for a revolving credit and letter of the Existing DIP Lenders shall be converted to an exit financing credit facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount not to exceed $250,000,000, all of up the Borrower's obligations under which are to $6,300,000,000be guaranteed by the Guarantors. The extensions of credit hereunder will be used, first, to repay in full all amounts outstanding under the Chase Credit Facility (or, with respect to letters of credit issued thereunder, to cash collateralize such letters of credit or to secure the Borrower's reimbursement obligations in connection therewith by issuing Letters of Credit hereunder) and thereafter to provide working capital for and to finance Inventory purchases by the Lenders are agreeable to such request, on the terms and subject to the conditions Borrower (as set forth herein and subject in the Order) and otherwise for general corporate purposes and to reduction pursuant make Pre-Petition Claim Payments to the Commitment Letterextent permitted by Section 6.01(b). In addition, in order to finance, in partTo provide guarantees and security for the repayment of the Loans, the Plan reimbursement of Reorganizationany draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents, the Borrower has requested that up and the Guarantors will provide to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the BorrowerAdministrative Agent, the Bridge Loan Agent Issuing Bank, the Agent, the Co-Agents and the Bridge Loan Lenders, dated Lenders the following (each as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:more fully described herein):

INTRODUCTORY STATEMENT. On The Borrower is party to the applicable Credit Agreement, dated as of January 25, 1996 (the "EXISTING CREDIT AGREEMENT"), among the Borrower, the several banks, financial institutions and other entities from time to time parties thereto, as revolving credit lenders and term lenders thereunder (the "EXISTING LENDERS") and Chase (formerly known as Chemical Bank), as administrative agent for the Existing Lenders (in such capacity, the "PRE-PETITION AGENT"), as amended, supplemented or otherwise modified prior to the Petition DatesDate (as defined below). Under the Existing Credit Agreement, the Existing Lenders provided the Borrower with revolving credit loans, term loans and other financial accommodations in an aggregate principal amount (including letters of credit) outstanding as of the Petition Date of approximately $231,000,000 (together with accrued but unpaid interest and fees, costs and other charges, the "EXISTING OBLIGATIONS"). To secure the Existing Obligations and the guarantees thereof executed in connection with the Existing Credit Agreement, the Borrower and certain the Guarantors granted the Pre-Petition Agent, for the benefit of its subsidiaries the Existing Lenders, security interests in substantially all of their respective assets. The security interests granted by the Borrower and the Guarantors to secure the Existing Obligations were properly perfected and are subject to no prior liens or security interests except as provided in the Existing Credit Agreement, and the liquidation value of the assets securing the Existing Obligations presently exceeds the outstanding amount of the Existing Obligations. On February 2, 1998 (the "PETITION DATE"), the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their respective assets and in the management of their respective businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower applied to and obtained from the Lenders a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $100,000,000 (the "TRANCHE A FACILITY") and a term loan facility in an aggregate principal amount not to exceed $228,000,000 (the "TRANCHE B FACILITY") (subject in each case, to mandatory and optional reductions in accordance with subsections 4.7 and 4.8), all of the Borrower's obligations under which are guaranteed by the Guarantors. An immediate and on-going need exists for relief the Borrower to obtain additional funds in order to continue the operation of its business as debtor-in-possession under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agentCode, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, accordingly the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical the Lenders extend post-petition financing to the terms Borrower. To provide guarantees and conditions security for the First Priority Term repayment of the Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made reimbursement of any draft drawn under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount Letters of up to $6,300,000,000, Credit and the Lenders are agreeable to such request, on payment of the terms other Obligations of the Borrower and subject to the conditions set forth herein Guarantors hereunder and subject to reduction pursuant to under the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganizationother Loan Documents, the Borrower has requested that up and the Guarantors shall provide to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated as of the date hereof. The Borrower’s obligations under the Bridge Loan pursuant to this Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. AccordinglyOrders, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety following (each as follows:more fully described herein):

INTRODUCTORY STATEMENT. On July 21, 1997, Payless Cashways, Inc., an Iowa corporation, as debtor and debtor-in-possession (the applicable Petition Dates"Debtor"), the Borrower and certain of its subsidiaries filed a voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in petition with the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 Case (as hereinafter defined) and has continued in the possession of its assets and in the Bankruptcy Code (the cases management of the Borrower its business pursuant to Sections 1107 and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 1108 of the Bankruptcy Code (as hereinafter defined). On September 5, 1997, the Debtor filed its First Amended Plan of Reorganization with the Bankruptcy Court (as hereinafter defined), which First Amended Plan of Reorganization was modified on October 9, 1997 and further modified in effect the Confirmation Order (as hereinafter defined) entered by the Bankruptcy Court on November 19, 1997 and on the Closing record at the hearing with respect to the Confirmation Order. The Plan of Reorganization (as hereinafter defined) contemplates, inter alia, that the Debtor will merge into the Borrower on or before the Effective Date (as hereinafter defined) and that the Borrower will obtain post-Effective Date financing in the maximum amount of $150,000,000 as more fully described below. Immediately prior to the Effective Date, the “Plan Debtor was obligated to (i) certain of Reorganization”the Lenders (the "Pre-Petition Revolving Lenders") with respect to pre-petition revolving credit loans in the aggregate principal amount of $109,386,210.16 (the "Pre-Petition Revolving Loans") extended by the Pre-Petition Revolving Lenders and with respect to undrawn pre-petition letters of credit in the aggregate principal amount of $22,326,553.20 (the "Pre-Petition Letters of Credit") issued for the account of the Debtor pursuant to the Pre-Petition Credit Agreement (as hereinafter defined). During , (ii) certain of the CasesLenders (the "Pre-Petition Term Lenders" and, together with the Pre-Petition Revolving Lenders, the Borrower "Pre-Petition Lenders") with respect to pre-petition "Tranche A" term loans in the aggregate principal amount of $155,509,892.94 (the "Pre-Petition Tranche A Term Loans") and certain Subsidiaries thereof entered into a pre-petition "Tranche B" term loans in the aggregate principal amount of $5,000,000,000 95,432,533.18 (the "Pre-Petition Tranche B Term Loans" and, together with the Pre-Petition Tranche A Term Loans, the "Pre-Petition Term Loans"; the Pre-Petition Term Loans, together with the Pre-Petition Revolving CreditLoans, the "Pre-Petition Loans") extended by the Pre-Petition Term Loan and Guarantee Lenders pursuant to the Pre-Petition Credit Agreement, dated as (iii) the Pre-Petition Lenders in respect of March 29interest, 2007 (as heretofore amended, supplemented or otherwise modified, fees and all other obligations of the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made Debtor under the Existing DIP Pre-Petition Credit Agreement and the other commitments documentation relating thereto and (iv) certain of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on "DIP Lenders") with respect to post-petition revolving credit loans in the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up $34,000,000.00 (the "DIP Revolving Credit Loans"), post-petition standby letters of credit in the aggregate principal amount of $2,625,000.00 (the "DIP Standby Letters of Credit") extended to or issued for the account of the Debtor and post-petition documentary letters of credit in the aggregate principal amount of $6,300,000,0006,593,546.78 issued for the account of the Debtor (the "DIP Documentary Letters of Credit" and together with the DIP Standby Letters of Credit, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction "DIP Letters of Credit") pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan DIP Credit Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated (as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:hereinafter defined).

INTRODUCTORY STATEMENT. On June 25, 2002, each Loan Party filed a voluntary petition with the applicable Petition Dates, the Borrower and certain of its subsidiaries filed voluntary petitions for relief Bankruptcy Court initiating a case under Chapter chapter 11 of the Bankruptcy Code Code, and has continued in the Bankruptcy Court (such terms possession of its assets and other capitalized terms used in this Introductory Statement being used with the meanings given management of its business pursuant to such terms in Section 1.1) initiating the cases pending under Chapter 11 Sections 1107 and 1108 of the Bankruptcy Code (the cases of the Borrower and such SubsidiariesCode. On June 25, each a “Case” and, collectively2002, the “Cases”). On December 19, 2007Borrowers party thereto, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (Guarantors referred to therein, JPMORGAN CHASE BANK, as in effect on the Closing DateAdministrative Agent, the “Plan of Reorganization”)CITICORP USA, INC., as Syndication Agent, and ▇.▇. During the Cases, the Borrower ▇▇▇▇▇▇ SECURITIES INC. and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as heretofore amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. ▇▇▇▇▇ BARNEY INC., as Joint Bookrunners and JPMorgan Chase BankCo-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as coCo-documentation agents Syndication Agent, and co-syndication agentsTHE BANK OF NOVA SCOTIA, General Electric Capital CorporationFLEET NATIONAL BANK, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as SubCo-AgentDocumentation Agents, entered into a Credit Suisse, and Guaranty Agreement (as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectivelyamended, the “"Existing DIP Lenders”Credit and Guaranty Agreement"), pursuant to which a credit facility was made available to each Borrower as set forth therein. The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent parties thereto desire to effectiveness, the loans made under amend and restate the Existing DIP Credit and Guaranty Agreement as provided in this Agreement and the other commitments upon satisfaction of the Existing DIP Lenders shall conditions specified in Section 4.01, said Credit and Guaranty Agreement will be converted to an exit financing facility for the Borrower contemporaneously with the occurrence so amended and restated. The proceeds of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth herein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction credit extended pursuant to the Commitment Letterfacility evidenced by this Agreement will be used only as described in Section 5.08 of this Agreement. In addition, in order To provide guarantees and security for the repayment of the Loans made to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the each Borrower, the Bridge Loan Agent Reimbursement Obligations with respect to the Letters of Credit issued for the account of any Borrower and the Bridge Loan Lenders, dated as payment of the date hereof. The Borrower’s obligations under other Obligations, each Loan Party has provided and will continue to provide to the Bridge Loan Agreement shall be guarantied by Agents, the Guarantors Fronting Banks and the Loan Parties’ obligations under DIP Lenders the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety following (each as follows:more fully described herein):

INTRODUCTORY STATEMENT. On February 12, 2002, certain of the applicable Petition Dates, the Borrower Borrowers and certain of its subsidiaries the Guarantors filed voluntary petitions for relief with the Bankruptcy Court initiating the Cases. On March 15, 2002 certain of the other Borrowers and Guarantors filed voluntary petitions for relief under Chapter 11 the Bankruptcy Code. On January 14, 2003 the remaining Borrowers and Guarantors filed petitions for relief under the Bankruptcy Code. The Borrowers’ and the Guarantors’ Cases have been consolidated for procedural purposes only and are being administered jointly. The Borrowers, the Guarantors, certain other subsidiaries of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectivelyBorrowers, the “Cases”). On December 19Existing Lenders and Bank of America, 2007, N.A. are parties to the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Post-Petition Credit Agreement, dated as of March 29February 12, 2007 2002 (as heretofore amended, supplemented restated or otherwise modified, the “Existing DIP Credit Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as Sub-Agent, Credit Suisse, as administrative agent and as collateral agent, ) pursuant to which the Borrowers and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”)Guarantors obtained extensions of credit. The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject Borrowers have applied to the conditions set forth herein. In additionLenders for a revolving credit, in order to finance, in part, the Plan letter of Reorganization, the Borrower has requested that additional first priority senior secured term loans, having terms credit and conditions identical to the terms and conditions for the First Priority Term Loans, be made available on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be swingline loan facility in an aggregate principal amount not to exceed $200,000,000, all of up the Borrowers’ Obligations hereunder are to $6,300,000,000be guaranteed by the Guarantors. The proceeds of the Loans will be used for (i) refinancing of the outstanding Obligations under the Existing Credit Agreement, (ii) working capital, letters of credit and capital expenditures; (iii) other general corporate purposes of the Borrowers and the Guarantors; (iv) payment of any related transaction costs, fees and expenses; and (v) the costs of administration of the Cases. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations of the Borrowers and the Guarantors hereunder and under the other Loan Documents (including, without limitation, Banking Services Obligations and Swap Obligations owing to any Lender to the extent included in Obligations) the Borrowers and the Guarantors will provide to the Agent and the Lenders are agreeable to such request, on the terms and subject to the conditions set forth herein and subject to reduction pursuant to the Commitment Letter. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that up to $300 million in first priority senior secured bridge loans be made available on the Plan Effective Date pursuant to that certain Bridge Loan Agreement among the Borrower, the Bridge Loan Agent and the Bridge Loan Lenders, dated following (each as of the date hereof. The Borrower’s obligations under the Bridge Loan Agreement shall be guarantied by the Guarantors and the Loan Parties’ obligations under the Bridge Loan Documents shall be secured by Liens that are pari passu to the Liens securing the Obligations hereunder. Accordingly, the parties hereto hereby agree to convert, and amend and restate, the Existing DIP Agreement in its entirety as follows:more fully described herein):