Sample Plan—Liquidation

The following plan is, as of the time of publication, currently proposed for confirmation in the Baptist Foundation of Arizona bankruptcy in Phoenix, Arizona. With combined debts of over $800 million, the case is the largest bankruptcy of a charitable organization in U.S. history. The Baptist Foundation's failure derives from what is known as "affinity fraud" — using victims' unquestioning faith in a religious or charitable organization to encourage investment in speculative and undercapitalized ventures. The Baptist Foundation's not-for-profit status made it exempt from securities laws and able to sell its securities without disclosing the speculative nature of the Baptist Foundation's investments. In the Chapter 11 case, to realize at least a significant return to the security-holders (many of whom are elderly pensioners and some of whom had invested most of their net worth), the plan of reorganization effects a "controlled liquidation" of the Baptist Foundation, distributing to creditors beneficial shares in a liquidating trust and certificates in two asset pools (held by newly-created entities) that will be held for a term of years to allow those assets to mature and produce income to creditors. The Baptist Foundation of Arizona will, shortly after confirmation, be dissolved. The plan also involves the substantive consolidation of the 90 plus estates of the debtor entities.

Executive Guide to Corporate Bankruptcy

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA

JOINT LIQUIDATING PLAN OF REORGANIZATION OF THE

DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

HENDRICKSON & ASSOCIATES

4411 S. Rural Road

Suite 201

Tempe, Arizona 85282

Telephone: (480) 345-7500

Attorneys: Brian W. Hendrickson

Counsel to ALO, INC. and E.V.I.G., INC., et al.

Debtors

Dated: February 18, 2000

Phoenix, Arizona

Sample Plan _ Liquidation

TABLE OF CONTENTS

INTRODUCTION
ARTICLE 1. DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME

1.1 Administrative Claim

1.2 Administrative Claim Bar Date

1.3 Affiliate

1.4 Allowed

1.5 ALO

1.6 Assets

1.7 Avoidance Actions

1.8 Ballot

1.9 Bankruptcy Code

1.10 Bankruptcy Court

1.11 Bankruptcy Rules

1.12 Bar Date

1.13 BFA

1.14 BFA Series D Agreements

1.15 BFA Series D Notes

1.16 Business Day

1.17 Cash

1.18 CFP

1.19 CFP Series D Notes

1.20 Chapter 11 Affiliates

1.21 Chapter 11 Cases

1.22 Claim

1.23 Class

1.24 Collateral

1.25 Confirmation Date

1.26 Confirmation Hearing

1.27 Confirmation Order

1.28 Consolidated Estates

1.29 Contingent Claim

1.30 Creditor

1.31 Creditors' Committee

1.32 Cure

1.33 D&O Policy

1.34 Debt Instrument

1.35 Debt Securities Claim

1.36 Debtors

1.37 Disbursing Agent

1.38 Disclosure Statement

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1.39 Disclosure Statement Summary

1.40 Disputed

1.41 Distribution Date

1.42 Distribution Record Date

1.43 Distribution Reserve

1.44 Easy Access Agreements

1.45 Education Investment Agreements

1.46 Effective Date

1.47 Equity Interest

1.48 Equity Securities Claim

1.49 Estate

1.50 EVIG

1.51 Exchange Act

1.52 Excise Tax Claims

1.53 FAS

1.54 Final Order

1.55 GAAP

1.56 General Litigation Certificate

1.57 General Unsecured Claim

1.58 General Unsecured Claim Distribution Percentage

1.59 General Unsecured Claim Recovery Schedule

1.60 GEF

1.61 GIF

1.62 GUC-Net Distributable Cash Payment

1.63 Initial Distribution Date

1.64 Indemnification Claims

1.65 Intercompany Claim

1.66 Investor Advisory Committee

1.67 Investor Claims

1.68 Investor Debt Securities

1.69 IRA

1.70 IRS

1.71 Lien

1.72 Liquidating Trust

1.73 Liquidating Trust Agreement

1.74 Liquidating Trust Board

1.75 Liquidating Trustee

1.76 Liquidation Certificate

1.77 Litigation Claims

1.78 Mortgage Backed Notes (CFP)

1.79 Mortgage Backed Notes (NCV)

1.80 Mortgage Backed Notes (Series A-E)

1.81 NCV

1.82 Net Avoidance Action Recovery

1.83 Net Distributable Cash

Sample Plan _ Liquidation

1.84 Net Litigation Recovery

1.85 New Asset Subsidiary, LLC

1.86 New Asset Subsidiary, LLC Articles of Organization

1.87 New Asset Subsidiary, LLC Operating Agreement

1.88 New Residential Real Estate Subsidiary

1.89 Non-Debtor Affiliates

1.90 Peak Performance Notes

1.91 Peak Performance Notes _ Series B

1.92 Person

1.93 Petition Date

1.94 Plan

1.95 Platform Subsidiaries

1.96 Preference Equalization Credit

1.97 Preference Period

1.98 Preference Settlement Option

1.99 Preserved Ordinary Course Administrative Claim

1.100 Priority Claim

1.101 Priority Tax Claim

1.102 Professionals

1.103 Professional Fee Bar Date

1.104 Professional Fees

1.105 Pro Rata

1.106 Reclamation Claims

1.107 Related Investor Claims

1.108 Restated New Residential Real Estate Subsidiary By-Laws

1.109 Restated New Residential Real Estate Subsidiary Certificate

1.110 Restructuring Committee

1.111 Restructuring Committee By-Laws

1.112 Retiree Benefits

1.113 Revenue Code

1.114 Schedules

1.115 SEC

1.116 Secured Claims

1.117 Secured Tax Claim

1.118 Securities Act

1.119 Securities Claim

1.120 Series C Shares

1.121 Series D Agreements (CFP)

1.122 Series E Agreements

1.123 Series I Agreements

1.124 Setoff Claims

1.125 Share

1.126 Subsidiary

1.127 Subsidiary Claim

1.128 Substantive Consolidation Motion

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1.129 Summary Disclosure Statement

1.130 Trust/IRA Litigation Certificate

1.131 Unsecured Deficiency Claims

1.132 Voting Record Date

1.133 18-Month Series D Agreements

ARTICLE 2. SUBSTANTIVE CONSOLIDATION OF THE
DEBTORS' ESTATES FOR CERTAIN DISTRIBUTION
PURPOSES

2.1 Request For Substantive Consolidation

2.2 Effect Of Substantive Consolidation

2.3 Exceptions To Substantive Consolidation

ARTICLE 3. TREATMENT OF UNCLASSIFIED CLAIMS

3.1 Unclassified Claims

3.2 Administrative Claims

3.3 Preserved Ordinary Course Administrative Claims

3.4 Priority Tax Claims

3.5 Reclamation Claims

3.6 Claims for Professional Fees

ARTICLE 4. CLASSIFICATION OF CLAIMS AND EQUITY
INTERESTS

4.1 Summary of Classification

4.2 Specific Classification

ARTICLE 5. TREATMENT OF CLAIMS AND EQUITY
INTERESTS

5.1 Class 1 _ Priority Claims

5.2 Class 2 _ Secured Tax Claims

5.3 Class 3 _ Investor Claims

5.4 Class 4 _ Miscellaneous Secured Claims

5.5 Class 5 _ General Unsecured Claims

5.6 Class 6 _ Excise Tax Claims

5.7 Class 7 _ Debt Securities Claims

5.8 Class 8 _ Equity Interests and Equity Securities Claims

ARTICLE 6. MEANS FOR IMPLEMENTATION OF THE PLAN

6.1 Creation of the Liquidating Trust; Transfer of Assets

6.2 Transfer of Litigation Claims

6.3 Liquidating Trustee

6.4 Liquidating Trust Board

6.5 Investor Advisory Committee

6.6 Amendments to Liquidating Trust Agreement

6.7 Formation of Platform Subsidiaries

6.8 Reporting Status

Sample Plan _ Liquidation

6.9 Sale of Assets

6.10 General Unsecured Claim Recovery Schedule

6.11 Distributions; Proceeds From Asset Sales

6.12 Special Distribution Procedures For Litigation Claims

6.13 Termination of Liquidating Trust

6.14 Dissolution of Debtors and Non-Debtor Affiliates

6.15 Restructuring Committee; Officers

6.16 Intercompany Claims

6.17 No Corporate Action Required

6.18 Termination of Subordination Rights and Settlement of
Related Investor Claims

6.19 Administration Pending Effective Date

6.20 Post-Confirmation Fees; Final Decree

ARTICLE 7. Executory contracts and unexpired leases

7.1 Assumption or Rejection of Executory Contracts and Unexpired Leases

7.2 Retiree Benefits

ARTICLE 8. Confirmation without acceptance by all impaired classes

ARTICLE 9. securities to be issued in connection with the plan

9.1 Certificates

9.2 Section 1145 Exemption

ARTICLE 10. CONDITIONS PRECEDENT

10.1 Conditions To Confirmation

10.2 Conditions To Effectiveness

10.3 Waiver Of Conditions

ARTICLE 11. Non-Allowance of penalties and
fines

ARTICLE 12. Title to property; discharge;
injunction

12.1 Transfer of Assets

12.2 Discharge

12.3 Injunction

12.4 Exculpation

ARTICLE 13. PROCEDURES FOR RESOLVING DISPUTED,
CONTINGENT, AND UNLIQUIDATED CLAIMS

13.1 Objection Deadline; Prosecution Of Objections

13.2 No Distributions Pending Allowance

Executive Guide to Corporate Bankruptcy

13.3 Distribution Reserve

13.4 Distributions After Allowance

ARTICLE 14. retention of jurisdiction

14.1 Jurisdiction

ARTICLE 15. amendment and withdrawal of plan

15.1 Amendment of the Plan

15.2 Revocation or Withdrawal of the Plan

ARTICLE 16. miscellaneous

16.1 Filing of Objections to Claims

16.2 Settlement of Objections After Effective Date

16.3 Effectuating Documents; Further Transactions; Timing

16.4 Exemption From Transfer Taxes

16.5 Binding Effect

16.6 Governing Law

16.7 Modification of Payment Terms

16.8 Setoffs

16.9 Notices

16.10 Delivery of Notices

16.11 Termination of Statutory Committees

16.12 Severability

16.13 Withholding And Reporting Requirements

16.14 Quarterly Fees To The United States Trustee

16.15 Amendments to Exhibits

16.16 Method Of Payment

Exhibits

[ACTUAL EXHIBITS NOT INCLUDED]

Exhibit 1 Chapter 11 Affiliates

Exhibit 2 General Litigation Certificate

Exhibit 3 Liquidating Trust Agreement

Exhibit 4 Liquidation Certificate

Exhibit 5 Litigation Claims (excluding Avoidance Actions)

Exhibit 6 New Asset Subsidiary, LLC Operating Agreement

Exhibit 7 New Asset Subsidiary, LLC Articles of Organization

Exhibit 8 List of Non-Debtor Affiliates

Exhibit 9 Restated New Residential Real Estate Subsidiary
By-Laws (FAS)

Exhibit 10 Restated New Residential Real Estate Subsidiary
Certificate Of Incorporation (FAS)

Exhibit 11 Trust/IRA Litigation Certificate

Sample Plan _ Liquidation

INTRODUCTION

Baptist Foundation of Arizona ("BFA"), Arizona Southern Baptist New Church Ventures, Inc. ("NCV"), ALO, Inc. ("ALO"), E.V.I.G., Inc. ("EVIG"), and their subsidiaries and affiliates that are Chapter 11 debtors ("Chapter 11 Affiliates" and, together with BFA, NCV, ALO and EVIG, the "Debtors") propose the following joint plan of reorganization (the "Plan") for the resolution of their outstanding Claims including, without limitation, all Investor Claims and Equity Interests. All Creditors and other parties-in-interest should refer to the Disclosure Statement Summary and the Disclosure Statement contemporaneously filed with the Plan, for a discussion of the Debtors' history, business, properties, results of operations, risk factors, a summary and analysis of the Plan, and other related matters. The Debtors are the proponents of the Plan within the meaning of Section 1129 of the Bankruptcy Code.

All holders of claims against the Debtors are encouraged to read the Plan, the Disclosure Statement Summary, the Disclosure Statement and the related solicitation materials in their entirety before voting to accept or reject the Plan.

The Plan provides for the orderly sale over time of the assets of the Debtors and the Non-Debtor Affiliates (as defined below). To facilitate the orderly sale of such assets, a Liquidating Trust will be created. To minimize administrative costs and preserve certain favorable tax advantages, including a net operating loss carryforward of approximately $150,000,000, the Liquidating Trust will hold all of the capital stock in the New Residential Real Estate Subsidiary and the sole membership interest in the New Asset Subsidiary, LLC (as both terms are defined below). All of the assets of the Debtors and the Non-Debtor Affiliates will be transferred to either the New Residential Real Estate Subsidiary or the New Asset Subsidiary, LLC , subject to any valid and enforceable Liens, except as otherwise provided in the Plan.

In addition, under the Plan, the Debtors and the Non-Debtor Affiliates will transfer and assign any and all claims and causes of action of any kind that they may have to the Liquidating Trust. The Liquidating Trust will be governed and administered by the Liquidating Trustee, and all periodic cash distributions to the holders of Allowed Claims under the Plan will be made by the Liquidating Trust.

Following the Effective Date, the Debtors and the Non-Debtor Affiliates will no longer conduct their business. This Plan also provides for the dissolution of the Debtors and the Non-Debtor Affiliates following the Effective Date.

Subject to the restrictions on modifications set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, and those restrictions on

Executive Guide to Corporate Bankruptcy

modification set forth in the Plan, the Debtors reserve the right to alter, amend, modify, revoke or withdraw this Plan prior to its substantial consummation.

Article 1. DEFINITIONS, RULES OF INTERPRETATION,

AND COMPUTATION OF TIME
Definitions; Rules of Construction. For purposes of this Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meaning ascribed to them in the Plan. Any term used in the Plan that is not defined in the Plan but is defined in the Bankruptcy Code or the Bankruptcy Rules retains the meaning ascribed to such term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the context requires, such terms shall include the plural as well as the singular, the masculine gender includes the feminine gender, and the feminine gender includes the masculine gender.

Rules of Interpretation. For purposes of the Plan: (a) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in particular form or on particular terms and conditions; (b) any reference in the Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified, or supplemented; (c) unless otherwise specified, all references in the Plan to Sections, Articles, Appendices, Schedules, and Exhibits are references to Sections, Articles, Schedules, Appendices and Exhibits of or to the Plan; (d) the words "herein" and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; (e) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or affect the interpretation of the Plan; and (f) the rules of construction set forth in Section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply.

Computation Of Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

Specific Definitions. As used in this Plan, the following terms have the following meanings specified below:

1.1 Administrative Claim. A Claim for any cost or expense of administration of the Chapter 11 Cases allowed under Sections 503(b), 507(b) or 546(c)(2) of the Bankruptcy Code and entitled to priority under Section 507(a)(1) of the Bankruptcy Code, including, without limitation: (a) fees payable under 28 U.S.C. § 1930; (b) actual and necessary costs and expenses incurred in the ordinary course of the Debtors' Estate or administering the Chapter 11 Cases; and (c) all Professional Fees to the extent Allowed by Final Order under Sections 330, 331, or 503 of the Bankruptcy Code.

Sample Plan _ Liquidation

1.2 Administrative Claim Bar Date. The date or dates established by the Bankruptcy Court for the filing of Administrative Claims, except Claims for Professional Fees and Preserved Ordinary Course Administrative Claims.

1.3 Affiliate. With respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person and, with respect to any specified natural Person, any other Person having a relationship by blood, marriage, or adoption not more remote than first cousins with such natural person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with regards to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise.

1.4 Allowed. With respect to any Claim against, or Equity Interest in, the Debtors: (a) proof of which, requests for payment of which, or application for allowance of which, was filed or deemed filed on or before the Bar Date, Administrative Claim Bar Date, or the Professional Fee Bar Date, as applicable, for filing proofs of claim or equity interest or requests for payment for Claims of such type against the Debtors; (b) if no proof of claim or equity interest is filed, which has been or is ever listed by the Debtors in the Schedules as liquidated in amount and not disputed or contingent; or (c) a Claim or Equity Interest that is allowed in any contract, instrument, indenture, or other agreement entered into in connection with the Plan and, in any case, a Claim as to which no objection to its allowance has been interposed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court. The term "Allowed," when used to modify a reference in the Plan to any Claim, Equity Interest, Class of Claims, or Class of Equity Interests, means a Claim or Equity Interest (or any Claim or Equity Interest in any such Class) that is so allowed, e.g., an "Allowed Secured Claim" is a Claim that has been allowed to the extent of the value, as determined by the Bankruptcy Court under Section 506(a) of the Bankruptcy Code, of any interest in property of the Estate securing such Claim.

1.5 ALO. ALO, Inc., an Arizona corporation, and one of the debtors and debtors in possession in the Chapter 11 Cases.

1.6 Assets. Collectively, each and every item of property and interests of the Debtors and the Non-Debtor Affiliates as of the Effective Date, whether tangible or intangible, legal or equitable, liquidated or unliquidated, including, without limitation: (a) Cash; (b) any amounts owed to one or more of the Debtors and the Non-Debtor Affiliates, including accounts receivable and contract rights; (c) all of the Debtors' and Non-Debtor Af

Executive Guide to Corporate Bankruptcy

filiates' books and records; and (c) all contracts, agreements, licenses and leases of the Debtors and Non-Debtor Affiliates. Assets shall not include Avoidance Actions and Litigation Claims.

1.7 Avoidance Actions. All statutory causes of actions preserved for the Estate under Sections 510, 542, 543, 544, 547, 548, 549, 550 and 1123(b)of the Bankruptcy Code.

1.8 Ballot. The form of ballot or ballots distributed with the Disclosure Statement Summary and the Disclosure Statement to holders of Claims and Equity Interests entitled to vote on the Plan on which an acceptance or rejection of the Plan and the election of the Preference Settlement Option is to be indicated.

1.9 Bankruptcy Code. Title 11 of the United States Code, 11 U.S.C. §§ 101-1330, as amended from time to time and as applicable to the Chapter 11 Cases.

1.10 Bankruptcy Court. The United States District Court for the District of Arizona having jurisdiction over the Chapter 11 Cases and, to the extent of any reference under 28 U.S.C. § 157, the unit of such District Court under 28 U.S.C. § 151.

1.11 Bankruptcy Rules. Collectively, the Federal Rules of Bankruptcy Procedure as promulgated under 28 U.S.C. § 2075 and any Local Rules of the Bankruptcy Court, as applicable to the Chapter 11 Cases.

1.12 Bar Date. The date or dates fixed by the Bankruptcy Court by which Persons asserting a Claim against the Debtors (except Administrative Claims, Preserved Ordinary Course Administrative Claims, and Claims for Professional Fees) must file a proof of claim or be forever barred from asserting a Claim against the Debtors or their property, from voting on the Plan, and sharing in distributions under the Plan.

1.13 BFA. Baptist Foundation of Arizona,, an Arizona non-profit corporation, and one of the debtors and debtors in possession in the Chapter 11 Cases.

1.14 BFA Series D Agreements. The debt securities issued by BFA pursuant to that certain offering of $200 million in aggregate principal amount of Accel-A-Rate Investment Agreements—Series D (Offering Circular dated June 1, 1999).

1.15 BFA Series D Notes. The debt securities issued by BFA pursuant to that certain offering of $100 million in aggregate principal amount of Maximum Value Performance Notes—Series D (Offering Circular dated June 1, 1999).

1.16 Business Day. Any day other than a Saturday, Sunday, or legal holiday (as defined in Bankruptcy Rule 9006).

Sample Plan _ Liquidation

1.17 Cash. Currency, checks drawn on a bank insured by the Federal Deposit Insurance Corporation, certified checks, money orders, negotiable instruments, and wire transfers of immediately available funds.

1.18 CFP. Christian Financial Partners, Inc., an Arizona non-profit corporation, and one of the debtors and debtors-in-possession in the Chapter 11 Cases.

1.19 CFP Series D Notes. The debt securities issued by CFP pursuant to that certain offering of $50 million in aggregate principal amount of Maximum Value Performance Notes—Series D (Offering Circular dated as of February 15, 1999).

1.20 Chapter 11 Affiliates. The entities set forth on Exhibit 1 to the Plan that are Chapter 11 debtors in the Chapter 11 Cases.

1.21 Chapter 11 Cases. Collectively, the cases under Chapter 11 of the Bankruptcy Code in which the Debtors are the debtors and debtors-in-possession, pending before the Bankruptcy Court.

1.22 Claim. A claim against a Person or its property as defined in Section 101(5) of the Bankruptcy Code, including, without limitation: (a) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, mature, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured arising at any time before the Effective Date; or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

1.23 Class. A category of holders of Claims or Equity Interests which are substantially similar in nature to the Claims or Equity Interests of other holders placed in such category, as designated in ARTICLE 4 of this Plan.

1.24 Collateral. Any property or interest in property of the Estate, subject to a Lien to secure the payment or performance of a Claim, the Lien not being subject to avoidance under the Bankruptcy Code, otherwise invalid under the Bankruptcy Code or applicable state law, or invalidated pursuant to the Plea or the Substantive Consolidation Motion.

1.25 Confirmation Date. The date on which the Bankruptcy Court enters the Confirmation Order.

1.26 Confirmation Hearing. The duly noticed hearing held by the Bankruptcy Court concerning confirmation of the Plan pursuant to Section 1128 of the Bankruptcy Code. The Confirmation Hearing may be adjourned by the Bankruptcy Court from time to time without further notice other than the announcement of the adjourned date at the Confirmation Hearing.

Executive Guide to Corporate Bankruptcy

1.27 Confirmation Order. The order of the Bankruptcy Court confirming the Plan in accordance with the Bankruptcy Code.

1.28 Consolidated Estates. The Estates of the Debtors, as substantively consolidated in accordance with and pursuant to 0 of the Plan.

1.29 Contingent Claim. Any Claim for which a proof of claim has been filed with the Bankruptcy Court: (a) which was not filed in a sum certain, or which has not accrued and is dependent on a future event that has not occurred and may never occur; and (b) which has not been Allowed on or before the Confirmation Date.

1.30 Creditor. Any holder of a Claim, whether or not such Claim in an Allowed Claim, encompassed within the statutory definition set forth in Section 101(10) of the Bankruptcy Code.

1.31 Creditors' Committee. The official committee of unsecured creditors appointed by the United States Trustee in the Chapter 11 Cases in accordance with Section 1102(a)(1) of the Bankruptcy Code.

1.32 Cure. The distribution on the Initial Distribution Date (or as soon thereafter as practicable) of Cash, or such other property as may be agreed on by the parties or ordered by the Bankruptcy Court, with respect to the assumption of an executory contract or unexpired lease of nonresidential real property, in accordance with Section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary obligations, without interest, or such other amount as may be agreed on by the parties or ordered by the Bankruptcy Court, under such executory contract or unexpired lease, to the extent such obligations are enforceable under the Bankruptcy Code and applicable state law.

1.33 D&O Policy. Any directors and officers liability insurance policy, any errors and omissions policy applicable to directors and officers of any of the Debtors or any of the Non-Debtor Affiliates and any other insurance policy in which the Debtors or any of the Non-Debtor Affiliates are beneficiaries.

1.34 Debt Instrument. A debenture, bond, promissory note, note or other transferable instrument or document evidencing any payment obligation.

1.35 Debt Securities Claim. Any Securities Claim arising directly or indirectly from an Investor Debt Security.

1.36 Debtors. Collectively, BFA, NCV, ALO, EVIG, and the Chapter 11 Affiliates, as debtors and debtors-in-possession in the Chapter 11 Cases, in accordance with Sections 1107 and 1108 of the Bankruptcy Code.

1.37 Disbursing Agent. The Liquidating Trust, or such other Person as may be retained by the Liquidating Trust to make distributions to Allowed Claims under the Plan.

Sample Plan _ Liquidation

1.38 Disclosure Statement. The written disclosure statement relating to the Plan including, without limitation, all exhibits and schedules to such disclosure statement, in the form approved by the Bankruptcy Court under Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017.

1.39 Disclosure Statement Summary. The written summary of the Disclosure Statement, in the form approved by the Bankruptcy Court under Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017.

1.40 Disputed. With respect to Claims or Equity Interests, any Claim or Equity Interest: (a) that is listed in the Schedules as unliquidated, disputed, or contingent; (b) as to which the Debtors or any other party-in-interest has interposed a timely objection or request for estimation, or has sought to equitably subordinate or otherwise limit recovery in accordance with the Bankruptcy Code and the Bankruptcy Rules, or which is otherwise disputed by the Debtors in accordance with applicable law, and such objection, request for estimation, action to limit recovery or dispute has not been withdrawn or determined by a Final Order; or (c) that is a Contingent Claim.

1.41 Distribution Date. The date on which distributions are made to holders of Allowed Claims from time to time under the Plan by the Liquidating Trust.

1.42 Distribution Record Date. The date or dates established by the Bankruptcy Court by which holders of Claims and Equity Interests are determined for purposes of such holders' entitlement to receive distributions under the Plan on the Initial Distribution Date.

1.43 Distribution Reserve. The reserve, if any, established and maintained by the Liquidating Trust, into which the Liquidating Trustee shall deposit, or shall cause to be deposited, the amount of Cash that would have been distributed from time to time to holders of: (a) Disputed Claims; (b) Contingent Claims; and (c) unliquidated Claims, if such Claims had been liquidated on the Initial Distribution Date, such amount to be estimated by the Bankruptcy Court or agreed upon by the Liquidating Trust and the holders of such Claims, or sufficient to satisfy such unliquidated Claims upon such Claims' (x) allowance, (y) estimation for purposes of allowance, or (z) liquidation, pending the occurrence of such estimation or liquidation.

1.44 Easy Access Agreements. The debt securities issued by BFA pursuant to that certain offering of $100 million in aggregate principal amount of Easy Access Investment Agreements (Offering Circular dated June 1, 1999).

1.45 Education Investment Agreements. The debt securities issued by CFP pursuant to that certain offering of $10 million in aggregate principal amount of Education Investment Agreements—Series C (Offering Circular dated February 15, 1999).

Executive Guide to Corporate Bankruptcy

1.46 Effective Date. The later of: (a) the first Business Day that is at least eleven days after the Confirmation Date and on which no stay of the Confirmation Order is in effect; and (b) the Business Day on which all of the conditions set forth in Section 0 of the Plan have been satisfied or waived.

1.47 Equity Interest. Any interest in BFA, NCV, ALO, or EVIG represented by any class or series of common or preferred stock before the Effective Date, and any warrants, options, or rights to purchase any such common or preferred stock.

1.48 Equity Securities Claim. Any Securities Claim arising directly or indirectly from an Equity Interest.

1.49 Estate. Collectively, the substantively consolidated estate of the Debtors created in the Chapter 11 Cases in accordance with Section 541 of the Bankruptcy Code and 0 of the Plan.

1.50 EVIG. E.V.I.G., Inc., an Arizona corporation, and one of the debtors and debtors in possession in the Chapter 11 Cases.

1.51 Exchange Act. The Securities Exchange Act of 1934, as amended, and the regulations promulgated under such Act.

1.52 Excise Tax Claims. All Claims against the Debtors for: (a) taxes on prohibited transactions under Section 4975 of the Revenue Code assessed against any disqualified person (as defined in Section 4975(e)(2) of the Revenue Code), participating in a prohibited transaction (as defined in Section 4975(c) of the Revenue Code); and (b) excise taxes imposed pursuant to Sections 4941 through 4945 of the Revenue Code.

1.53 FAS. Foundation Administrative Services Inc., an Arizona corporation, and one of the debtors and debtors in possession in the Chapter 11 Cases.

1.54 Final Order. Any order or judgment of the Bankruptcy Court: (a) as to which the time to appeal, petition for certiorari, or motion for reargument or rehearing has expired; or (b) as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing is pending; or (c) as to which any right to appeal, petition for certiorari, reargument, or rehearing has been waived in writing in form and substance satisfactory to the Debtors and the Liquidating Trust; or (d) if an appeal, writ of certiorari, or reargument or rehearing has been sought, as to which the highest court to which such order was appealed, or certiorari, reargument or rehearing has determined such appeal, writ of certiorari, reargument, or rehearing, or has denied such appeal, writ of certiorari, reargument, or rehearing, and the time to take any further appeal, petition for certiorari, or move for reargument or rehearing has expired; provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order does not prevent such order from being a Final Order.

Sample Plan _ Liquidation

1.55 GAAP. The generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

1.56 General Litigation Certificate. The Litigation Certificate, substantially in the form of Exhibit 2 to the Plan, to be issued by the Liquidating Trust to all holders of Allowed Investor Claims, entitling such holder to receive recoveries on account of all Litigation Claims, except recoveries arising from: (a) those claims based on breach of fiduciary duties arising out of or related to the IRA and trust activities of the Debtors prior to the Petition Date; and (b) recoveries from Avoidance Actions.

1.57 General Unsecured Claim. Any Claim, including an Unsecured Deficiency Claim, against any of the Debtors as of the Petition Date not secured by a charge against, Lien upon or interest in property of the Estate, excluding: (a) Secured Claims; (b) Administrative Claims; (c) Preserved Ordinary Course Administrative Claims; (d) Priority Tax Claims; (e) Priority Claims; (f) Claims for Professional Fees; (g) Investor Claims; and (h) Securities Claims.

1.58 General Unsecured Claim Distribution Percentage. The percentage recovery of each holder of an Allowed Unsecured Claim as set forth in the General Unsecured Claim Recovery Schedule.

1.59 General Unsecured Claim Recovery Schedule. The Schedule filed with the Bankruptcy Court by the Debtors pursuant to Section 0 of the Plan, setting forth the Debtors' estimate of the expected recovery under the Plan of each holder of an Allowed General Unsecured Claim notwithstanding the substantive consolidation of the Debtors' Estate pursuant to 0 of the Plan.

1.60 GEF. Group Endowment Fund, and its successors and assigns.

1.61 GIF. Group Investment Fund II, and its successors and assigns.

1.62 GUC-Net Distributable Cash Payment. Net Distributable Cash for any calendar quarter, commencing on the first full calendar quarter following the Effective Date, multiplied by ten percent (10%), except that, in no event, shall the aggregate of all GUC-Net Distributable Cash Payments to the holder of an Allowed General Unsecured Claim exceed the amount to be paid to such holder as set forth on the General Unsecured Claim Recovery Schedule.

1.63 Initial Distribution Date. The first business day after the Effective Date or as soon thereafter as is practical on which distributions are made to holders of Allowed Claims under the Plan.

1.64 Indemnification Claims. Any Claim of any Person arising from

Executive Guide to Corporate Bankruptcy

or related to obligations for contribution, indemnification and exculpation by the Debtors arising under applicable laws or agreement or as provided in any of the Debtors' or Non-Debtor Affiliates' certificate of incorporation, bylaws, or policies in effect before or as of the Confirmation Date, excluding any Claims of any member of the Restructuring Committee arising under the Restructuring Committee By-Laws.

1.65 Intercompany Claim. The Claim of any Debtor or Non-Debtor Affiliate against any other Debtor or Non-Debtor Affiliate, including any Claim that is a Subsidiary Claim.

1.66 Investor Advisory Committee. The three Person committee comprised of those individuals selected by the Creditors' Committee, subject to the approval of the Bankruptcy Court, who are holders of Allowed Investor Claims.

1.67 Investor Claims. Any Claim arising out of or related to, directly or indirectly, an Investor Debt Security and Related Investor Claim including accrued and unpaid interest at the non-default rate up to but not including the Petition Date, except those Claims that are Securities Claims.

1.68 Investor Debt Securities. Collectively, the Mortgage Backed Notes (CFP), Mortgage Backed Notes (Series A-E), Series C Shares, Series D Agreements (CFP), 18-Month Series D Agreements, Education Investment Agreements, CFP Series D Notes, Easy Access Agreements, BFA Series D Notes, Series I Agreements, BFA Series D Agreements, Peak Performance Notes, Peak Performance Notes _ Series B, Series E Agreements and Mortgage Backed Notes (NCV), and any other debt security issued by BFA, NCV or CFP prior to the Petition Date.

1.69 IRA. Individual Retirement Account.

1.70 IRS. The Internal Revenue Service.

1.71 Lien. A lien as defined in Section 101(37) of the Bankruptcy Code, except a lien that has been avoided in accordance with Sections 544, 545, 546, 547, 548, or 549 of the Bankruptcy Code.

1.72 Liquidating Trust. The trust established pursuant to the Plan and the Liquidating Trust Agreement.

1.73 Liquidating Trust Agreement. The Liquidating Trust Agreement that will, subject to the terms of the Plan, govern the orderly sale of assets of the Debtors and Non-Debtor Affiliates and the distributions to Creditors as provided in the Plan. The Liquidating Trust Agreement shall be substantially in the form contained in Exhibit 3 to the Plan

1.74 Liquidating Trust Board. The three Person board to be selected by the Creditors' Committee and the Restructuring Committee prior to the Confirmation Hearing, subject to the approval of the Bankruptcy Court.

1.75 Liquidating Trustee. The Person to be designated as the

Sample Plan _ Liquidation

"Liquidating Trustee" pursuant to the Plan and the Liquidating Trust Agreement at or prior to the Confirmation Hearing.

1.76 Liquidation Certificate. The certificate to be issued by the Liquidating Trust pursuant to the Plan and the Liquidating Trust Agreement, to the holders of Allowed Investor Claims, entitling them to receive the Cash distributions on the Initial Distribution Date and additional distributions of Net Distributable Cash. The Liquidation Certificate will be substantially in the form of Exhibit 4 to the Plan.

1.77 Litigation Claims. All rights, claims, torts, liens, liabilities, obligations, actions, causes of action, avoiding powers, proceedings, debts, contracts, judgments, offsets, damages and demands whatsoever in law or in equity, whether known or unknown, contingent or otherwise, that the Debtors or their Estates may have against any Person including, without limitation, those listed on Exhibit 5 to the Plan. Litigation Claims shall not include Avoidance Actions. Failure to list a Litigation Claim in the Plan or the Disclosure Statement does not constitute a waiver or release by the Debtors or the Liquidating Trust of such Litigation Claim.

1.78 Mortgage Backed Notes (CFP). The debt securities issued by CFP pursuant to that certain offering of $50 million in aggregate principal amount of Mortgage Backed Notes (Offering Circular dated December 11, 1996).

1.79 Mortgage Backed Notes (NCV). The debt securities issued by NCV pursuant to those certain Offering Circulars dated as of September 1, 1993 (Series B), September 1, 1994 (Series C), September 1, 1995 (Series D), and July 1, 1996 (Series E).

1.80 Mortgage Backed Notes (Series A-E). The debt securities issued by BFA pursuant to those Offering Circulars dated as of September 1, 1992 (Series A), September 1, 1993 (Series B), September 1, 1994 (Series C), September 1, 1995 (Series D) and September 1, 1996 (Series E).

1.81 NCV. Arizona Southern New Church Ventures, Inc., an Arizona non-profit corporation, and one of the debtors and debtors-in-possession in the Chapter 11 Cases.

1.82 Net Avoidance Action Recovery. All recoveries on account of Avoidance Actions (excluding any Litigation Claims and any litigation claims arising under or related to any IRA or trust activities conducted by the Debtors prior to the Petition Date) assigned by the Debtors and the Non-Debtor Affiliates to the Liquidating Trust, minus all Professional Fees and other expenses accrued and paid in conjunction with the prosecution of such Avoidance Actions.

1.83 Net Distributable Cash. All Cash of the Liquidating Trust and the Platform Subsidiaries, including the Net Avoidance Action Recovery, at the end of each calendar quarter, commencing at the end of the first full

Executive Guide to Corporate Bankruptcy

calendar quarter following the Effective Date, minus the sum of: (a) any accrued and unpaid expenses of the Liquidating Trust and the Platform Subsidiaries for such quarterly period; (b) a capital reserve amount (i.e., for working capital, required capital expenditures and payments reserved for holders of Claims in Class 1, Class 2 and Class 4) as determined, in good faith, by the Liquidating Trustee and approved by the majority of the Liquidating Trust Board; (c) any unpaid obligations (whether interest or principal), arising out of debt, sinking funds or capital lease obligations due during such quarterly period; (d) any reserves for payments to be made pursuant to the Plan as determined, in good faith, by the Liquidating Trustee and approved by the majority of the Liquidating Trust Board; (e) any Distribution Reserve; (f) any unpaid Professional Fees and necessary reserves for pursuing Litigation Claims, as determined in good faith by the Liquidating Trustee, and approved by the majority of the Liquidating Trust Board, in conjunction with the prosecution of Litigation Claims; and (g) the Net Litigation Recovery.

1.84 Net Litigation Recovery. All recoveries on account of Litigation Claims (except for any litigation claims arising under or related to any IRA or trust activities conducted by the Debtors prior to the Petition Date) assigned by the Debtors and the Non-Debtor Affiliates to the Liquidating Trust, minus all Professional Fees and other expenses accrued and paid in conjunction with the prosecution of such Litigation Claims.

1.85 New Asset Subsidiary, LLC. The Arizona limited liability company to be formed pursuant to the Plan which, following the Effective Date, will hold title to, or ownership interests in, certain assets of the Debtors and Non-Debtor Affiliates.

1.86 New Asset Subsidiary, LLC Articles of Organization. The Articles of Organization of the New Asset Subsidiary, LLC , which will be an Arizona limited liability company formed on or before the Effective Date and whose sole member shall be the Liquidating Trust. The Articles of Organization of the New Asset Subsidiary, LLC shall be substantially in the form of Exhibit 7 to the Plan.

1.87 New Asset Subsidiary, LLC Operating Agreement. The Operating Agreement of the New Asset Subsidiary, LLC , which will be an Arizona limited liability company formed on or before the Effective Date and whose sole member shall be the Liquidating Trust. The Operating Agreement of the New Asset Subsidiary, LLC shall be substantially in the form of Exhibit 6 to the Plan.

1.88 New Residential Real Estate Subsidiary. Foundation Administrative Services, Inc., as reorganized and reconstituted pursuant to the Plan which, following the Effective Date, will hold title to, or ownership interests in, certain real estate assets and the net operating loss carryforward of the Debtors and Non-Debtor Affiliates.

Sample Plan _ Liquidation

1.89 Non-Debtor Affiliates. The entities set forth on Exhibit 8 to the Plan that are owned by or under the common control of the Debtors.

1.90 Peak Performance Notes. The debt securities issued by BFA pursuant to that certain offering of $100 million in aggregate principal amount of Peak Performance Collateral Notes (Offering Circular dated November 1, 1994).

1.91 Peak Performance Notes _ Series B. The debt securities issued by BFA pursuant to that certain offering of $100 million in aggregate principal amount of Peak Performance Collateral Notes (Offering Circular dated November 1, 1995).

1.92 Person. Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated association or organization, governmental agency or associated political subdivision.

1.93 Petition Date. November 9, 1999, the date on which the Debtors filed their voluntary petitions commencing the Chapter 11 Cases.

1.94 Plan. The Plan of Reorganization, either in its present form or as it may be amended, supplemented or modified from time to time, including all its annexed exhibits and schedules.

1.95 Platform Subsidiaries. Collectively, the New Residential Real Estate Subsidiary and the New Asset Subsidiary, LLC .

1.96 Preference Equalization Credit. The credit against distributions to be made under the Liquidation Certificate and the Cash distribution on the Initial Distribution Date to the holders of Allowed Investor Claims that received Cash payments within the Preference Period and have elected the Preference Settlement Option pursuant to Section 0 of the Plan.

1.97 Preference Period. With respect to any Investor Claims, the period from August 11, 1999 to November 9, 1999.

1.98 Preference Settlement Option. An election, made by so indicating on the Ballot, to receive the Preference Equalization Credit, by the holder of an Allowed Investor Claim that received Cash payments during the Preference Period.

1.99 Preserved Ordinary Course Administrative Claim. Administrative Claims that are based on liabilities incurred by the Debtors in the purchase, lease, or use of goods and services in the ordinary course of their business including, without limitation, Administrative Claims on account of services provided to the Debtors after the Petition Date by their employees.

1.100 Priority Claim. Any Claim (or portions of such Claim) entitled to priority under Section 507(a) of the Bankruptcy Code, other than Priority Tax Claims, Administrative Claims, Preserved Ordinary Course Administrative Claims and Claims for Professional Fees.

Executive Guide to Corporate Bankruptcy

1.101 Priority Tax Claim. Any Claim of a governmental unit entitled to priority under Section 507(a)(8) of the Bankruptcy Code, excluding any Excise Tax Claim.

1.102 Professionals. Those Persons: (a) employed in accordance with an order of the Bankruptcy Court under Sections 327 or 1103 of the Bankruptcy Code and to be compensated for services under Sections 327, 328, 329, 330, and 331 of the Bankruptcy Code, or (b) for which compensation and reimbursement has been Allowed by the Bankruptcy Court under Section 503(b) of the Bankruptcy Code.

1.103 Professional Fee Bar Date. The date, as set by order of the Bankruptcy Court, by which all applications for compensation or expense reimbursement, including Professional Fees, must be filed with the Bankruptcy Court.

1.104 Professional Fees. The Administrative Claims for compensation and reimbursement of expenses submitted in accordance with Sections 330, 331, or 503(b) of the Bankruptcy Code of Professionals not otherwise satisfied in accordance with other provisions of the Plan.

1.105 Pro Rata. The ratio of an Allowed Claim in a particular Class under the Plan to the aggregate amount of all such Allowed Claims in such Class.

 1.106 Reclamation Claims. Any Claim against the Debtors by any Person arising out of the sale of goods to the Debtors in the ordinary course of such Person's business, provided that such Person has otherwise satisfied the requirements of Section 546(c) of the Bankruptcy Code and the Uniform Commercial Code, as applicable.

1.107 Related Investor Claims. Collectively, all of the following: (a) all Claims of trusts in which the assets are invested in GIF or GEF, which, in turn, hold debt instruments issued by ALO, NCV or CFP or any subsidiaries or affiliates thereof; (b) all Claims of trusts that have invested in and currently hold Investor Debt Securities; (c) all Claims of trusts that hold promissory notes issued by Valley Real Estate Opportunities, Inc., NCV, FMC Holding Corp. and West Phoenix Estates; and (d) the Claims of any holder of any annuity contract in which the assets of the annuity are invested in GIF or GEF which, in turn, are invested in debt instruments issued by ALO, NCV or CFP or any subsidiaries or affiliates thereof.

1.108 Restated New Residential Real Estate Subsidiary By-Laws. The Amended and Restated By-Laws of FAS, as reorganized and reconstituted pursuant to the Plan, substantially in the form included as Exhibit 9 to the Plan.

1.109 Restated New Residential Real Estate Subsidiary Certificate. The Amended and Restated Certificate of Incorporation of FAS, as reconstituted and reorganized pursuant to the Plan, substantially in

Sample Plan _ Liquidation

the form of Exhibit 10 to the Plan.

1.110 Restructuring Committee. The five Person committee responsible for the operation of the Debtors and the Non-Debtor Affiliates during the pendency of the Chapter 11 Cases, pursuant to the Order of the Bankruptcy Court dated November 9, 1999.

1.111 Restructuring Committee By-Laws. The By-Laws governing the duties and responsibilities of the Restructuring Committee of the Debtors as approved by the Bankruptcy Court.

1.112 Retiree Benefits. Payments to any Person, pursuant to Section 1114 of the Bankruptcy Code, for the purpose of providing or reimbursing payments for retired employees of the Debtors and of any other entities as to which the Debtors are obligated to provide retiree benefits and the eligible spouses and eligible dependents of such retired employees, for medical, surgical, or hospital care benefits, or in the event of death of a retiree under any plan, fund, or program (through the purchase of insurance or otherwise) maintained or established by the Debtors before the Petition Date, as such plan, fund, or program was then in effect or as later amended.

1.113 Revenue Code. The Internal Revenue Code of 1986, as amended from time to time.

1.114 Schedules. The schedules of assets and liabilities, the list of holders of interests, and the statements of financial affairs filed by the Debtors under Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, as such schedules, lists, and statements may have been or may be supplemented or amended from time to time.

1.115 SEC. The United States Securities and Exchange Commission.

1.116 Secured Claims. Any Claim, excepting therefrom any Investor Claim, to the extent reflected in the Schedules or a proof of claim as a Secured Claim, which is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with Section 506(a) of the Bankruptcy Code, or, if such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff.

1.117 Secured Tax Claim. Any Claim of any state or local governmental unit or associated political subdivision that is secured by a Lien on property of the Estate by operation of applicable law including, without limitation, every Claim for unpaid real, personal property, or ad valorem taxes.

1.118 Securities Act. The Securities Act of 1933, as amended, and the regulations promulgated under such Act.

1.119 Securities Claim. Any Claim arising from the rescission of a purchase or sale of any Equity Interest, Investor Debt Security or Related Investor Claim issued by any of the Debtors, for damages arising from the purchase or sale of such securities or other damages alleged to arise under

Executive Guide to Corporate Bankruptcy

federal or state securities laws or regulations or under any contract related to any such sale or purchase, or for reimbursement, contribution or indemnification allowed under Section 502 of the Bankruptcy Code on account of such Claim, including, without limitation, any Indemnification Claims and any Claim with respect to any action pending or threatened against the Debtors and/or their current or former officers and directors.

1.120 Series C Shares. The debt securities issued by CFP pursuant to that certain offering of $20 million in aggregate principal amount of Cash Investment Fund—Series C shares (Offering Circular dated as of February 15, 1999).

1.121 Series D Agreements (CFP). The debt securities issued by CFP pursuant to that certain offering of $50 million in aggregate principal amount of Investment Agreements—Series D (Offering Circular dated February 15, 1999).

1.122 Series E Agreements. The debt securities issued by NCV pursuant to the following Offering Circulars: September 1, 1993 ($50,000,000), September 1, 1994 ($50,000,000), September 1, 1995 ($50,000,000), September 1, 1996 ($50,000,000) and September 1, 1997 ($50,000,000).

1.123 Series I Agreements. The debt securities issued by BFA pursuant to that certain offering of $200 million in aggregate principal amount of Investment Agreements—Series I (Offering Circular dated as of June 1, 1999).

1.124 Setoff Claims. All Claims, if any, against the Debtors, by a holder that has a valid right of setoff with respect to such Claims, which right is enforceable under Section 553 of the Bankruptcy Code as determined by a Final Order, or as otherwise agreed in writing by the Debtors or the Liquidating Trust, to the extent of the amount subject to such right of setoff.

1.125 Share. With respect to the Trust/IRA Litigation Certificate, the ratio of a holder's Claim based on the IRA and trust activities of the Debtors to the aggregate of all Claims based on the IRA and trust activities of the Debtors.

1.126 Subsidiary. Any entity of which all or a majority of the outstanding capital stock entitled to vote for the election of directors is owned or controlled, directly or indirectly, by the Debtors, by one or more subsidiaries of the Debtors, or by a Debtor and one or more of its other Subsidiaries.

1.127 Subsidiary Claim. Any Claim of a Subsidiary on account of any debt owed by one or more of the Debtors to any Subsidiary arising at any time before the Confirmation Date.

1.128 Substantive Consolidation Motion. The Motion to Substantively Consolidate the Debtors' Estates filed with the Bankruptcy

Sample Plan _ Liquidation

Court by the Debtors on November 9, 1999, as may be amended or modified from time to time.

1.129 Summary Disclosure Statement. The short form summary of the Plan and Disclosure Statement in the form approved by the Bankruptcy Court under Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017.

1.130 Trust/IRA Litigation Certificate. The Litigation Certificate, substantially in the form of Exhibit 11 to the Plan, to be issued by the Liquidating Trust to certain holders of Allowed Investor Claims entitling such holders to receive recoveries on account of claims based on breach of fiduciary duty arising out of, or related to, the IRA and trust activities of the Debtors prior to the Petition Date.

1.131 Unsecured Deficiency Claims. Any Claim by a Secured Creditor to the extent the value of such Creditor's Collateral, as determined in accordance with Section 506(a) of the Bankruptcy Code, exceeds the Allowed Amount of such Creditor's Claims as of the Petition Date, after taking into account any elections made pursuant to Section 1111(b) of the Bankruptcy Code.

1.132 Voting Record Date. The date established by the Bankruptcy Court by which holders of Allowed Claims and Equity Interests are determined for purposes of such holders' right to submit Ballots.

1.133 18-Month Series D Agreements. The debt securities issued by CFP pursuant to that certain offering of $20 million in aggregate principal amount of 18-Month Investment Agreements—Series D (Offering Circular dated as of February 15, 1999).

Article 2. SUBSTANTIVE CONSOLIDATION OF THE DEBTORS' ESTATES FOR CERTAIN DISTRIBUTION PURPOSES

2.1 Request For Substantive Consolidation. The Plan will be considered in connection with the Substantive Consolidation Motion. Approval of the Substantive Consolidation Motion is a condition precedent to the confirmation of the Plan. The Confirmation Order must contain findings supporting, and conclusions providing for, substantive consolidation of the Debtors' Estates for purposes of distributions on the terms set forth in this 0 of the Plan.

2.2 Effect Of Substantive Consolidation. Except as expressly set forth in Section 0 of the Plan, as a result of the substantive consolidation of the Assets and liabilities of the Debtors: (a) the Chapter 11 Cases shall be consolidated into the case of BFA as a single consolidated case; (b) all property of the Estate of each of the Debtors shall be deemed to be property of the Consolidated Estates; (c) all Claims against each Estate shall be

Executive Guide to Corporate Bankruptcy

deemed to be Allowed Claims against the Consolidated Estates, any proof of claim filed against one or more of the Debtors shall be deemed to be a single Claim filed against the Consolidated Estates, and all duplicate proofs of Claim for the same Claim filed against more than one Debtor shall be deemed expunged; (d) unless otherwise provided in the Plan, all Equity Interests in any Debtors shall be deemed extinguished for purposes of distributions under this Plan, and no distributions under this Plan shall be made on account of any such Equity Interests; (e) all Intercompany Claims by and against any of the Debtors or Non-Debtor Affiliates shall be eliminated, and no distributions under this Plan shall be made on account of Claims based upon such Intercompany Claims, except that the substantive consolidation shall not preclude the use of the Intercompany Claims as consolidation for the transfer of Assets to the Platform Subsidiaries; (f) except as specifically provided herein, all guarantees by one Debtor in favor of any other Debtor shall be eliminated, and no distributions under this Plan shall be made on account of Claims based upon such guarantees; and (g) for purposes of determining the availability of the right of setoff under Section 553 of the Bankruptcy Code, the Debtors shall be treated as one consolidated entity so that, subject to the other provisions of Section 553 of the Bankruptcy Code, debts due to any Debtor may be set off against the debts of any other Debtor.

2.3 Exceptions to Substantive Consolidation. The Substantive Consolidation Motion, and the consolidation that will occur pursuant to the Plan, shall be subject to the exceptions set forth in this Section.

No Impact on Secured Claims. Substantive consolidation shall have no effect upon valid, enforceable and unavoidable Liens, except for Liens that allegedly secure Investor Claims that are eliminated by virtue of substantive consolidation and Liens against Collateral that are extinguished by virtue of substantive consolidation. Substantive consolidation shall not have the effect of creating a Claim in a Class different from the Class in which a Claim would have been placed under the Plan in the absence of substantive consolidation. The substantive consolidation contemplated herein shall not effect any applicable date(s) for purposes of pursuing any Avoidance Actions.

No Impact on General Unsecured Claims. Substantive consolidation shall have no effect on Allowed General Unsecured Claims, which shall be treated in accordance with the terms of the Plan.

No Impact On Claims Against Non-Debtor Affiliates. Substantive consolidation shall not impact or otherwise affect any Claims against any of the Non-Debtor Affiliates, except Intercompany Claims.

Generally. Substantive consolidation shall not impact or otherwise affect provisions in this Plan which provide that specific entities comprising the Debtors or Non-Debtor Affiliates shall be liable on specific obligations under this Plan.

Sample Plan _ Liquidation

Article 3. TREATMENT OF UNCLASSIFIED CLAIMS

3.1 Unclassified Claims. As provided in Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Preserved Ordinary Course Administrative Claims, Priority Tax Claims, and Reclamation Claims against the Debtors are not classified for purposes of voting on, or receiving distributions under, the Plan. Holders of such Claims are not entitled to vote on the Plan. All such Claims are instead treated separately in accordance with this 0 and in accordance with the requirements set forth in Section 1129(a)(9)(A) of the Bankruptcy Code.

3.2 Administrative Claims.

Generally. Each Allowed Administrative Claim, other than Preserved Ordinary Course Administrative Claims and Reclamation Claims, is to be paid in full in Cash (or otherwise satisfied in accordance with its terms) on the latest of: (a) the Effective Date, or as soon thereafter as practicable; (b) such date as may be fixed by the Bankruptcy Court, or as soon thereafter as practicable; (c) the tenth Business Day after such Claim is Allowed, or as soon thereafter as practicable; and (d) such date as the holder of such Claim and the Debtors or the Liquidating Trust (as applicable) agree.

Included Expenses. Administrative Claims include costs incurred in the operation of the Debtors' businesses after the Petition Date, fees and expenses of Professionals retained by the Debtors and the Creditors' Committee appointed under Section 1102 of the Bankruptcy Code, and the fees due to the United States Trustee under 28 U.S.C. § 1930.

3.3 Preserved Ordinary Course Administrative Claims. Each Allowed Preserved Ordinary Course Administrative Claim is to be paid by the Liquidating Trust or the Platform Subsidiaries (as applicable) in accordance with either: (a) the terms and conditions under which such Claim arose; or (b) in the ordinary course of the Debtors' business. Such payments are to be made by the Liquidating Trust without further action by the holder of such Claim.

3.4 Priority Tax Claims. Any Allowed Priority Tax Claim is to be paid in full in Cash on the Effective Date by the Liquidating Trust; provided, however, that the Liquidating Trust may elect to pay any such Claims through deferred Cash payments over a period not exceeding 6 years after the date of assessment of such Claim, of a value as of the Effective Date, equal to the Allowed amount of such Claim. In that event, such payments are to be made in equal annual installments of principal, plus interest accruing from the Effective Date at the rate on the unpaid portion of Allowed Priority Tax Claim set forth in Revenue Code Sections 6621 and 6622. The first such payment is to be made payable on the latest of: (a) the Initial Distribution Date, or as soon thereafter as practicable; (b) the tenth Business

Executive Guide to Corporate Bankruptcy

Day after the date on which an order allowing such Claim becomes a Final Order, or as soon thereafter as practicable; and (c) such other time as is agreed upon by the holder of such Claim and the Liquidating Trust; provided, however, that the Liquidating Trust retains the right to prepay any such Allowed Priority Tax Claim, or any remaining balance of such Claim, in full or in part, at any time on or after the Effective Date without premium or penalty.

3.5 Reclamation Claims. All requests for payment of Reclamation Claims must be filed by the Bar Date. Any holder of a Reclamation Claim that has not filed a request for payment by the Bar Date shall be forever barred from asserting such Reclamation Claims against the Debtors, the Liquidating Trust and the Platform Subsidiaries. Each Allowed Reclamation Claim is to be satisfied, at the Liquidating Trust's sole option, by either: (a) the return of the goods subject to the Reclamation Claim; or (b) payment in full in Cash upon the latest of (i) the Initial Distribution Date, or as soon thereafter as practicable; (ii) such date as may be fixed by the Bankruptcy Court, or as soon thereafter as practicable; (iii) the tenth Business Day after the date on which an order allowing such Claim becomes a Final Order, or as soon thereafter as practicable; and (iv) such other time as is agreed upon by the holder of such Claim and the Liquidating Trust.

3.6 Claims for Professional Fees. Each Person seeking an award by the Bankruptcy Court of Professional Fees: (a) must file its final application for allowance of compensation for services rendered and reimbursement of expenses incurred through the Confirmation Date within 30 days after the Confirmation Date; and (b) if the Bankruptcy Court grants such an award, each such Person must be paid in full in Cash such amounts as are allowed by the Bankruptcy Court (i) on the later of the Initial Distribution Date or the date such Claim becomes an Allowed Administrative Claim, or as soon thereafter as practicable, (ii) upon such other terms as may be mutually agreed upon between the holder of such Allowed Administrative Claim and the Debtors or the Liquidating Trust, or (iii) in accordance with the terms of any applicable administrative procedures order entered by the Bankruptcy Court.

Post-Confirmation Professional Fees. All Professional Fees for services rendered in connection with the Chapter 11 Cases and the Plan after the Confirmation Date including, without limitation, those relating to the occurrence of the Effective Date, the prosecution of Avoidance Actions preserved under the Plan, and the resolution of Disputed Claims, are to be paid by the Liquidating Trust upon receipt of an invoice for such services, or on such other terms as the Liquidating Trust may agree to, without the need for application, further Bankruptcy Court authorization or entry of a Final Order. If the Liquidating Trust and any Professional cannot agree on the amount of post-Confirmation Date fees and expenses to be paid to such Professional, such amount is to be determined by the Bankruptcy Court.

Sample Plan _ Liquidation

Article 4. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

4.1 Summary of Classification. In accordance with Section 1123(a)(1) of the Bankruptcy Code, all Claims of Creditors and holders of Equity Interests (except those Claims receiving treatment as set forth in 0) are placed in the Classes described below for all purposes, including voting on, confirmation of, and distributions under, the Plan.

4.2 Specific Classification.

Class 1 _ Priority Claims. Class 1 consists of all Claims entitled to priority under Section 507(a) of the Bankruptcy Code.

Class 2 _ Secured Tax Claims. Class 2 consists of all Secured Tax Claims. Each holder of a Secured Tax Claim is considered to be in its own separate subclass within Class 2, and each such subclass is deemed to be a separate Class for purposes of the Plan.

Class 3 _ Investor Claims. Class 3 consists of all Investors Claims other than Securities Claims.

Class 4 _ Miscellaneous Secured Claims. Class 4 consists of all Secured Claims, other than the Secured Tax Claims in Class 2 and Investor Claims in Class 3. Each holder of a Secured Claim in Class 4 is considered to be in its own separate subclass within Class 4, and each such subclass is deemed to be a separate Class for purposes of the Plan.

Class 5 _ General Unsecured Claims. Class 5 consists of all General Unsecured Claims, other than Investor Claims contained in Class 3.

Executive Guide to Corporate Bankruptcy

Class 6 _ Excise Tax Claims. Class 6 consists of all Excise Tax Claims of the IRS.

Class 7 _ Debt Securities Claims. Class 7 consists of all Debt Securities Claims.

Class 8 _ Equity Interests and Equity Securities Claims. Class 8 consists of all Claims and other rights arising out of or related to Equity Interests, including any Equity Securities Claims.

Article 5. TREATMENT OF CLAIMS AND EQUITY INTERESTS

Class 1 _ Priority Claims

Impairment and Voting. Class 1 is unimpaired by the Plan; consequently, all holders of Allowed Claims in Class 1 are deemed to have accepted the Plan and are not entitled to vote on the Plan.

Distributions. Each holder of an Allowed Priority Claim shall receive Cash in an amount equal to such Allowed Priority Claim on the later of: (a) the Initial Distribution Date, or as soon thereafter as practicable; (b) the tenth Business Day after the date such Priority Claim becomes an Allowed Priority Claim, or as soon thereafter as practicable; and (c) such other dates as the holder of such Claims and the Liquidating Trust may agree.

Class 2 _ Secured Tax Claims

Impairment and Voting. Class 2 is unimpaired by the Plan; consequently, all holders of Allowed Claims in Class 2 are deemed to have accepted the Plan and are not entitled to vote on the Plan.

Distributions. Each Allowed Secured Tax Claim shall be paid in full in Cash upon the later of: (a) the Initial Distribution Date, or as soon thereafter as practicable; (b) such date as may be fixed by the Bankruptcy Court, or as soon thereafter as practicable; (c) the tenth Business Day after such Claim is Allowed, or as soon thereafter as practicable; (d) the date on which such Secured Tax Claim is scheduled to be paid in the ordinary course of business under applicable law or regulation; and (e) such date as the holder of such Claim and the Liquidating Trust may agree.

Class 3 _ Investor Claims

Impairment and Voting. Class 3 is impaired by the Plan; consequently, all holders of Allowed Investor Claims are entitled to vote on the Plan.

Allowance of Investor Claims. On the Confirmation Date, all Investor Claims, except those Investor Claims held by Persons that received cash payments during the Preference Period and failed to elect the Preference Settlement Option, are deemed to be Allowed in the amount of the unpaid principal plus the sum of: (a) accrued but unpaid interest on such Investor

Sample Plan _ Liquidation

Claims at the non-default contract rate up to but not including the Petition Date; and (b) the amount of Cash, if any, actually received by the holder of an Investor Claim during the Preference Period.

Distributions to Allowed Investor Claims. On the Effective Date, or as soon thereafter as practicable, the holders of Allowed Investor Claims shall receive, in full and final satisfaction of such Allowed Investor Claims, the following:

Initial Cash Distribution. On the Initial Distribution Date, each holder of an Allowed Investor Claim shall receive such holder's Pro Rata share of Cash as approved by the Bankruptcy Court as part of the Confirmation Hearing.

Liquidation Certificate. Each holder of an Allowed Investor Claim shall receive a Liquidation Certificate, entitling the holder thereof to receive such holder's Pro Rata share of distributions from the orderly sale of Assets by the Liquidating Trust and the Platform Subsidiaries in accordance with the distribution provisions of the Plan and the Liquidating Trust Agreement. The Liquidation Certificate shall entitle the holder thereof to receive such holder's Pro Rata share of Cash equivalent to ninety percent (90%) of Net Distributable Cash, as determined on a quarterly basis, commencing on the last Business Day of the first full calendar quarter following the Effective Date. Following completion of the payments to Allowed General Unsecured Claims in accordance with the General Unsecured Claim Recovery Schedule, the holders of a Liquidation Certificate shall receive one hundred percent (100%) of the Net Distributable Cash from the Liquidating Trust.

General Litigation Certificate. Each holder of an Allowed Investor Claim shall receive a General Litigation Certificate, entitling the holder thereof to receive such holder's Pro Rata share of distributions of the Net Litigation Recovery.

Trust/IRA Litigation Certificate. Each holder of an Investor Claim relating to an investment in an IRA or trust shall receive, in addition to the Cash distribution on the Initial Distribution Date, the Liquidation Certificate and the General Litigation Certificate, a Trust/IRA Litigation Certificate, entitling the holder thereof to receive such holder's Share of distributions from the net recovery of litigation claims arising under or related to such IRA and trust activities conducted by the Debtors prior to the Petition Date.

Preference Settlement Option. Each holder of an Investor Claim who has received Cash distributions on account of such Claim during the Preference Period and elects the Preference Settlement Option, shall be entitled to receive the Preference Equalization Credit. The Preference Equalization Credit shall be calculated as follows:

Executive Guide to Corporate Bankruptcy

In addition, each Cash distribution that the holder of an Allowed Investor Claim is entitled to receive under the Plan shall be reduced by the Preference Equalization Credit until such reductions equal the total amount of the Cash, without interest, such holder received during the Preference Period. If the amount of Cash to be distributed to a holder of an Investor Claim on any Distribution Date is less than the Preference Equalization Credit determined for such Distribution Date, then such remaining amount of Preference Equalization Credit shall be credited against such holder's Cash distribution on the next succeeding Distribution Date (and if not fully utilized on such Distribution Date, on each succeeding Distribution Date until the remaining Preference Equalization Credit is fully utilized), in addition to any Preference Equalization Credit determined on the next succeeding Distribution Date.

Pursuant to Bankruptcy Rule 9019 and in consideration of the distributions and other benefits provided under the Plan, the provisions of this Section 0 constitute a good faith compromise and settlement of the claims the Debtors believe they have against the holder of an Investor Claim electing the Preference Settlement Option under Section 547 of the Bankruptcy Code. The entry of the Confirmation Order constitutes the Bankruptcy Court's approval of the compromise and settlement of such preference claim, and the Bankruptcy Court's finding that such compromise or settlement is in the best interests of the Debtors and their respective property and the holders of Claims and is fair, equitable and reasonable.

No Election. If the holder of an Investor Claim that has received Cash during the Preference Period does not elect the Preference Settlement Option, pursuant to Section 502(d) of the Bankruptcy Code, such Claim shall be deemed a Disputed Claim and all distributions that the holder of such Investor Claim is entitled to receive under the Plan shall be included in the Distribution Reserve by the Liquidating Trust pending the entry of a Final Order of the Bankruptcy Court resolving the Avoidance Actions.

Cancellation of Debt Instruments. As of the Effective Date, except to the extent provided otherwise in the Plan, all Debt Instruments and other documents evidencing Investor Claims, including any alleged or putative Lien securing such Investor Claims, shall be automatically canceled, extinguished, and deemed void (all without further action by any Person), and all obligations of any Person, including the Debtors and Non-Debtor Affiliates, and such instruments and documents shall be deemed fully and finally, released, satisfied and discharged.

Distribution Record Date. At the close of business on the Distribution Record Date, the ledgers of the Debtors shall be closed, and no further changes in the record holders of any Investor Claims shall be permitted. The Debtors and the Liquidating Trust shall have no further obligation to recognize any transfer of an Investor Claim occurring after the Distribution

Sample Plan _ Liquidation

Record Date for purposes of distributions on the Initial Distribution Date. The Debtors and the Liquidating Trust shall be entitled to recognize and deal for all purposes under the Plan with only those record holders stated on the transfer ledger of the Debtors as of the close of business on the Distribution Record Date.

Delivery of Distribution to Holders of Investor Claim. All distributions to the holder of Allowed Investor Claims shall be made by the Liquidating Trust or the Disbursing Agent at the direction of the Liquidating Trustee in accordance with the Plan and the Liquidating Trust Agreement at the address contained in the records of the Debtors as of the Effective Date. If any holder's distribution is returned as undeliverable, no further distributions to such holder shall be made unless and until the Liquidating Trust is notified of such holder's then current address, at which time all missed distributions shall be made to such holder without interest. Undeliverable distributions shall be returned to the Liquidating Trust until such distributions are claimed. All claims for undeliverable distributions shall be made on or before one year following each Distribution Date. After the expiration of such period, all unclaimed distributions shall be included in the next distribution to the holders of all other Allowed Investor Claims as provided in the Plan and the Liquidating Trust Agreement. After such one-year period, the Claim of any holder of an Investor Claim for undeliverable distributions shall be discharged and forever barred notwithstanding any federal or state escheat laws to the contrary.

Interest. In the event the total distributions to the holders of Allowed Investor Claims as provided in the Plan exceed the amount of Allowed Investor Claims, the holders thereof shall be entitled to receive simple interest and payments on account thereof, up to the amount of any such excess distributions, at the rate of ten percent (10%) per year accruing from and after the Effective Date.

Class 4 _ Miscellaneous Secured Claims

Impairment and Voting. Depending upon the option selected by the Debtors pursuant to the provisions below, the holders of Allowed Secured Claims in Class 4 may be impaired pursuant to the Plan. If a particular Allowed Secured Claim in Class 4 is impaired under the Plan, the holder of such Claim is entitled to vote on the Plan. For purposes of voting and receiving distributions under the Plan, each holder of an Allowed Secured Claim in Class 4 is considered to be in its own separate subclass within Class 4, and each such subclass is deemed to be a separate Class for purposes of the Plan.

Retention of Liens. The holders of Allowed Secured Claims shall retain their Liens on their Collateral, except as otherwise provided in Section 0.

Options; Treatment. On or before 10 Business Days following ap

Executive Guide to Corporate Bankruptcy

proval by the Bankruptcy Court of the Disclosure Statement Summary and the Disclosure Statement, with respect to each holder of an Allowed Secured Claim in Class 4, the Debtors shall elect one of the following alternative treatments for each such Allowed Secured Claim in a particular subclass.

Abandonment. Pursuant to the Plan, and on or before the Initial Distribution Date, the Debtors may abandon or surrender to the holder of such Allowed Secured Claim in Class 4 the Collateral securing such Allowed Secured Claim. Any Unsecured Deficiency Claim asserted by a holder of an Allowed Secured Claim in Class 4 shall be filed with the Bankruptcy Court within 30 days following the date of the surrender or abandonment of such Creditor's Collateral. Any such Allowed Unsecured Deficiency Claim shall be treated in accordance with Section 5.4 of the Plan.

Cash. Pursuant to the Plan, on or before the Effective Date, the holder of an Allowed Secured Claim in Class 4 may receive, on account of such Allowed Secured Claim, Cash equal to its Allowed Secured Claims, or such lesser amount to which the holder of such Claims shall agree, in full satisfaction and release of such Claim.

No Impairment. The holder of an Allowed Secured Claim in Class 4 may be treated in accordance with the terms and conditions of all Debt Instruments evidencing such Claim and the legal, equitable, or contractual rights to which each holder of such Claim is entitled, except that the Collateral securing such Allowed Secured Claim may be transferred to one of the Platform Subsidiaries, subject to any Liens.

Cure; Reinstatement. Any default, other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code, owed to a holder of an Allowed Secured Claim in Class 4 may be Cured or reinstated on or before the Initial Distribution Date, except that any Collateral may be transferred to one of the Platform Subsidiaries, subject to any Liens.

Collateral Transferred to Platform Subsidiaries. After selection of one of the options described above, to the extent that any Collateral securing the Allowed Secured Claims is not transferred to the holder of such Allowed Secured Claim, then such Collateral may be transferred to one of the Platform Subsidiaries, subject to any Liens.

Class 5 _ General Unsecured Claims

Impairment and Voting. Class 5 is impaired by the Plan; consequently, all holders of Allowed General Unsecured Claims are entitled to vote on the Plan. As a result of the limitations upon substantive consolidation of the Debtors' Estates contained herein, each holder of a General Unsecured Claim may be considered to be its own separate subclass within Class 5 and, if applicable, each such subclass will be deemed to be a separate Class for purposes of the Plan.

Sample Plan _ Liquidation

Distributions. Each holder of an Allowed Claim in Class 5 shall be paid an amount equivalent to the General Unsecured Claims Distribution Percentage set forth in the General Unsecured Creditor Recovery Schedule. In full and final satisfaction of all General Unsecured Claims such holders of Allowed Claims in Class 5 shall receive the following.

Initial Cash Distribution. The holders of Allowed General Unsecured Claims in Class 5 shall receive their Pro Rata share of $1 million Cash in accordance with the General Unsecured Claims Recovery Schedule, unless such holder has filed with the Bankruptcy Court an objection to the amount of such Claim as provided herein. In that event, such holder's Claim shall be deemed to be a Disputed Claim, and any distributions to be made on account thereof shall be deposited in the Distribution Reserve.

GUC-Net Distributable Cash Payment. Commencing on the last Business Day of the first full calendar quarter following the Effective Date, the Liquidating Trust shall distribute the GUC-Net Distributable Cash Payment entitling the holder of an Allowed General Unsecured Claim to receive their Pro Rata share thereof until the General Unsecured Claim Distribution Percentage shall have been satisfied.

Class 6 _ Excise Tax Claims.

To the extent the Class 6 Claim is an Allowed Excise Tax Claim, the holder thereof shall receive all distributions of Net Distributable Cash, if any, after payment in full of all Allowed Claims in Classes 1 through 5 under the Plan. The Debtors believe that the holders of Allowed Excise Tax Claims will not receive or retain any property under the Plan. Accordingly, Class 6 is impaired by the Plan and, for purposes of solicitation of votes to accept or reject the Plan, is deemed to have rejected the Plan.

Class 7 _ Debt Securities Claims

Subordination. Pursuant to the Plan and Section 510 of the Bankruptcy Code, all Debt Securities Claims shall be subordinated, for distribution and all other purposes, to the Claims of all other Creditors in Classes 1 through 6 under the Plan.

Impairment; Distributions. The holders of Allowed Debt Securities Claims shall be entitled to receive all distributions of Net Distributable Cash, if any, after payment in full of all Allowed Claims in Classes 1 through 6. The Debtors believe that the holders of Allowed Debt Securities Claims shall not receive or retain any property under the Plan. Class 7 is impaired by the Plan and is deemed to have rejected the Plan.

Class 8 _ Equity Interests and Equity Securities Claims

Cancellation; Subordination. All Equity Interests shall be cancelled and terminated as of the Effective Date. Pursuant to the Plan and Section 510 of the Bankruptcy Code, all Equity Securities Claims shall be subordinated, for distribution and all other purposes, to the Claims of all other

Executive Guide to Corporate Bankruptcy

Creditors.

Impairment; Distribution. The holders of Allowed Equity Interests and Allowed Equity Securities Claims shall not receive or retain any property under the Plan. Class 8 is impaired by the Plan and is deemed to have rejected the Plan.

Article 6. MEANS FOR IMPLEMENTATION OF THE PLAN

6.1 Creation of the Liquidating Trust; Transfer of Assets. On the Effective Date, the Liquidating Trust shall be established. Pursuant to Section 1123(a)(5)(B) of the Bankruptcy Code, on the Effective Date or as soon thereafter as practicable, the Assets shall be irrevocably transferred and assigned to the Liquidating Trust, to be held in trust for the benefit of all holders of Allowed Claims pursuant to the terms of the Plan and the Liquidating Trust Agreement. Following the Effective Date, the Liquidating Trust shall cause the transfer of Assets to the Platform Subsidiaries in consideration for all of the equity interests in such Platform Subsidiaries. The Liquidating Trust shall be entitled to cause the transfer of the Assets among the Platform Subsidiaries from time to time where such transfers will maintain or enhance the value of the Assets or facilitate the orderly management and administration of the Liquidating Trust or the Platform Subsidiaries. Except as otherwise provided in the Plan or in the Liquidating Trust Agreement, title to the Assets shall transfer to the Liquidating Trust and the Platform Subsidiaries free and clear of all Claims, Interests and Liens, including, without limitation, any alleged Lien of the holder of any Investor Claim in accordance with Section 1141 of the Bankruptcy Code, except for Liens on Assets held by holders of Allowed Secured Claims all of which will remain perfected without further order of the Bankruptcy Court. Pursuant to the Plan and the Confirmation Order, the transfer of the Assets to the Liquidating Trust and the Platform Subsidiaries shall be free and clear of any restrictions or prohibitions placed on such transfer in any contract or Debt Instrument.

6.2 Transfer of Litigation Claims. On the Effective Date or as soon thereafter as practicable, all Litigation Claims, Avoidance Actions and any D&O Policy shall be transferred and assigned to the Liquidating Trust. In accordance with Section 1123(b) of the Bankruptcy Code, the Liquidating Trust shall become vested with, in its capacity as the Estate representative under Section 1123(b)(3)(B) of the Bankruptcy Code, and may enforce, sue on, settle or compromise (or decline to do any of the foregoing) all claims, rights or causes of actions, suits and proceedings, whether in law or in equity, whether known or unknown, that the Debtors, their Estates, or the Non-Debtor Affiliates may hold against any Person or entity, including, without limitation, any Litigation Claims and Avoidance Actions.

6.3 Liquidating Trustee. The Liquidating Trust shall have one Liquidating Trustee. The Liquidating Trustee shall be selected by the Restruc

Sample Plan _ Liquidation

turing Committee and the Creditors' Committee prior to the Confirmation Hearing and shall be subject to approval by the Bankruptcy Court as part of the Confirmation Hearing. In the event that the Restructuring Committee and the Creditors' Committee cannot mutually agree upon a Person to be selected as Liquidating Trustee, the Bankruptcy Court shall resolve such dispute as part of the Confirmation Hearing. Pursuant to the Liquidating Trust Agreement, the Liquidating Trust Board shall have the power to fill any vacancy created by the death, resignation or removal of a Liquidating Trustee or remove a Liquidating Trustee. The Liquidating Trustee shall have the power to cause the formation of additional subsidiaries to hold some of the Assets pending sale, if such formation, in the reasonable business judgment of the Liquidating Trustee, is necessary to preserve or enhance the liquidation value of the Assets or assist in the orderly administration of the Liquidating Trust. The Liquidating Trustee shall, with the approval of a majority of the members of the Liquidating Trust Board: (i) sell any material Assets, (ii) approve the annual budget of the Liquidating Trust, (iii) approve the amount of reserves and operating expenses for the Liquidating Trust, (iii) create any entities, (iv) transfer any Assets to the Platform Subsidiaries or to any entity formed by the Liquidating Trust or the Platform Subsidiaries, (v) settle or pursue any Litigation Claims or Avoidance Actions or (vi) retain any professionals, the Disbursing Agent or any transfer agents. The Liquidating Trust shall provide the Liquidating Trustee, the members of the Liquidating Trust Board and such other officers and directors of the Liquidating Trust and the Platform Subsidiaries with indemnification rights and liability insurance in accordance with the Liquidating Trust Agreement. The Liquidating Trustee and the Disbursement Agent shall be compensated for their services in accordance with terms approved by the Bankruptcy Court as part of the Confirmation Hearing. The Bankruptcy Court shall retain jurisdiction to remove the Liquidating Trustee.

6.4 Liquidating Trust Board. Prior to the Confirmation Hearing, the Restructuring Committee and the Creditors' Committee shall select three Persons to serve on the Liquidating Trust Board, subject to approval by the Bankruptcy Court as part of the Confirmation Hearing. In the event that the Restructuring Committee and the Creditors' Committee cannot mutually agree upon the Persons to be selected to serve on the Liquidating Trust Board, the Bankruptcy Court shall resolve such dispute as part of the Confirmation Hearing. Each member of the Liquidating Trust Board shall sign a confidentiality agreement relating to any information they receive while acting as a member of the Liquidating Trust Board. The Liquidating Trust Board shall meet with the Investor Advisory Committee, at the request of the Investor Advisory Committee, on a reasonably periodic basis. The Liquidating Trust Board shall have the authority and responsibility to supervise, review, and direct the activities and performance of the Liquidating Trustee and shall have the authority to remove the Liquidating Trustee

Executive Guide to Corporate Bankruptcy

pursuant to the Plan and the Liquidating Trust Agreement. The affirmative vote of a majority of the members of the Liquidating Trust Board shall be the act of the Liquidating Trust Board, unless otherwise provided in the Plan or the Liquidating Trust Agreement. Pursuant to the Liquidating Trust Agreement, the remaining members of the Liquidating Trust Board shall have the power to fill any vacancy created by the death, resignation or removal of a member of the Liquidating Trust Board or remove a member of the Liquidating Trust Board for Cause (as defined in the Liquidating Trust Agreement) with the approval of the Bankruptcy Court. In the event of a vacancy in all of the positions of the Liquidating Trust Board due to the death or simultaneous resignation of all of the members of the Liquidating Trust Board, then the Investor Advisory Committee shall nominate three Persons to fill such vacancies and such Persons shall be appointed, subject to the approval of the Bankruptcy Court and a majority vote of the holders of the Liquidation Certificates, the General Litigation Certificates and the Trust/IRA Litigation Certificates. The members of the Liquidating Trust Board shall be compensated for their services in accordance with terms approved by the Bankruptcy Court as part of the Confirmation Hearing. The Bankruptcy Court shall retain jurisdiction to remove any member of the Liquidating Trust Board.

6.5 Investor Advisory Committee. Prior to the Confirmation Hearing, the Creditors' Committee shall select three Holders of Allowed Investor Claims to serve on the Investor Advisory Committee, subject to approval by the Bankruptcy Court as part of the Confirmation Hearing. In the event that the Creditors' Committee cannot agree upon the Holders of Allowed Investor Claims to be selected to serve on the Investor Advisory Committee, the Bankruptcy Court shall resolve such dispute as part of the Confirmation Hearing. Each member of the Investor Advisory Committee shall sign a confidentiality agreement relating to any information they receive while acting as a member of the Investor Advisory Committee. The Investor Advisory Committee shall be entitled to request reasonably periodic meetings with the Liquidating Trust Board. The Investor Advisory Committee shall advise the Liquidating Trust Board as to the Investor Advisory Committee's position on any matters relating to the Trust Assets and the disposition thereof and any matters incidental thereto, including, without limitation, (i) the formation of the Platform Subsidiaries and other entities and (ii) the selection and retention of professional advisors. The Liquidating Trustee shall provide the Investor Advisory Committee with any information that it may reasonably request; provided, however, that such requests will not cause the Liquidating Trustee to incur significant expense. The Liquidating Trust Board shall have the power to fill any vacancy created by the death, resignation or removal of a member of the Investor Advisory Committee or remove a member of the Investor Advisory Committee for Cause (as defined in the Liquidating Trust Agreement) with the approval of the Bankruptcy Court. In the event of a vacancy in all of the positions of the Investor Advisory

Sample Plan _ Liquidation

Committee due to the death or simultaneous resignation of all of the members of the Investor Advisory Committee, then the Liquidating Trust Board shall nominate three Persons to fill such vacancies and such Persons shall be appointed, subject to the approval of the Bankruptcy Court and a majority vote of the holders of the Liquidation Certificates, the General Litigation Certificates and the Trust/IRA Litigation Certificates. The members of the Investor Advisory Committee shall not be compensated. The Bankruptcy Court shall retain jurisdiction to remove any member of the Investor Advisory Committee.

6.6 Amendments to Liquidating Trust Agreement. The Liquidating Trust Agreement may be amended from time to time, without modifying the Plan, by majority vote of the Liquidating Trust Board, except that the Liquidating Trust Agreement shall not be amended to materially alter the priority of Claims or distribution scheme under the Plan.

6.7 Formation of Platform Subsidiaries. As of the Effective Date and without any further action by the stockholders or directors of FAS or the Debtors, the FAS certificate of incorporation and by-laws shall be amended and restated substantially in the forms of the Restated New Residential Real Estate Subsidiary By-Laws and Restated New Residential Real Estate Certificate, which shall provide for, amount other things, the authorization of all acts necessary to implement the Plan, including, without limitation, the issuance of all of its capital stock to the Liquidating Trust. As of the Effective Date and without any further action by the stockholders or directors of the Debtors, the New Asset Subsidiary, LLC Operating Agreement and the New Asset Subsidiary, LLC Articles of Organization shall be executed and filed and the sole member of the New Asset Subsidiary, LLC shall be the Liquidating Trust.

6.8 Reporting Status. As a result of the nature of the Liquidating Trust, the certificates to be issued in connection therewith and the number of holders of record thereof, the Liquidating Trust will be a reporting company under the Exchange Act. Accordingly, the Liquidating Trust shall file periodic reports with the SEC, including financial statements audited in accordance with GAAP. Such reports and audited financial statements shall be made available to the holders of Investor Claims.

6.9 Sale of Assets. Following the Effective Date, the Liquidating Trust and the Platform Subsidiaries shall be entitled to manage and operate the Assets in a manner to maximize their value pending any orderly sale over time of such Assets. The Liquidating Trust and the Platform Subsidiaries shall seek to sell the Assets for the purpose of distributing the net proceeds thereof to those Creditors entitled thereto under the Plan. If the Liquidating Trustee concludes, in the exercise of reasonable business judgment, that it is appropriate to surrender or abandon to any Secured Creditor part or all of the balance of that Creditor's Collateral, in partial or complete satisfaction of the remaining Allowed Claims of that Secured Creditor, or

Executive Guide to Corporate Bankruptcy

to allow any Secured Creditor to enforce a Lien in accordance with applicable law, then the Liquidating Trustee may do so and the value of the Collateral so surrendered or with respect to which enforcement of Liens is permitted, shall be applied against the Creditors' Allowed Secured Claims. If the Liquidating Trust liquidates some or all of the Collateral for any Allowed Secured Claim, the Liquidating Trust shall promptly distribute the net sales proceeds of any such liquidation to the Secured Creditor with the senior-most Lien that secures an Allowed Claim that has not yet been fully satisfied. If allocation of the net sales proceeds among Secured Creditors is required, that allocation shall be made either by mutual agreement of all parties asserting a Lien against such net sale proceeds and the Liquidating Trust, or by Final Order of the Bankruptcy Court.

6.10 General Unsecured Claim Recovery Schedule. The Debtors shall file the General Unsecured Claim Recovery Schedule no later than 10 Business Days prior to the commencement of the Confirmation Hearing. Holders of Allowed General Unsecured Claims may object to the General Unsecured Claim Recovery Schedule, which objection shall be filed with the Bankruptcy Court and served on the Debtors' and Creditors' Committee counsel no later than five Business Days after the Effective Date. The Bankruptcy Court shall resolve any disputes or objections to the General Unsecured Claim Recovery Schedule. If such dispute resolution does not occur prior to the Initial Distribution Date, the Liquidating Trust shall segregate any distributions to holders of Allowed Claims in Class 5 in the Distribution Reserve as provided in the General Unsecured Claim Recovery Schedule.

6.11 Distributions; Proceeds From Asset Sales. The Liquidating Trust shall make interim distributions of Net Distributable Cash from the sale of Assets to all Classes then entitled to such a distribution at least on a quarterly basis, commencing on the last Business Day of the first full quarter following the Effective Date, except that the Liquidating Trust shall not be obligated to make any distributions of Net Distributable Cash in an amount less than $1 million except on the Final Distribution Date.

6.12 Special Distribution Procedures For Litigation Claims. The Liquidating Trust shall make distributions of the net recoveries (i.e., recoveries after taking into account Professional Fees and expenses including any reserves for future litigation expenses as determined, in good faith, by the Liquidating Trust) from the Litigation Claims, the Avoidance Actions and, if applicable, any D&O Policy promptly upon receipt of such funds in accordance with the Plan and the Liquidating Trust Agreement. Any such recoveries shall be segregated and not co-mingled with any other Cash of the Liquidating Trust.

6.13 Termination of Liquidating Trust. Upon the distribution of all assets vested in the Liquidating Trust, including any recoveries from Litigation Claims, Avoidance Actions and any D&O Policy, and the preparation and

Sample Plan _ Liquidation

filing of any tax returns, the Liquidating Trust shall be terminated, the Platform Subsidiaries dissolved, and the Liquidating Trustee shall have no further responsibilities or duties.

6.14 Dissolution of Debtors and Non-Debtor Affiliates. The Debtors and Non-Debtor Affiliates shall not continue to exist after the Effective Date as separate legal entities, in accordance with the applicable law in the respective jurisdictions in which they are formed or incorporated. The Plan and the Confirmation Order shall effectuate such dissolution for the Debtors and Non-Debtor Affiliates without further action on the part of shareholders or directors, and the dissolution will be deemed to be effectuated and taken by unanimous action of all necessary parties. To the extent the Debtors and Non-Debtor Affiliates deem it necessary or appropriate they may take any steps that will facilitate such dissolution.

6.15 Restructuring Committee; Officers. The existing officers of the Debtors and Non-Debtor Affiliates as of the Effective Date and the Restructuring Committee shall cease to serve in their current capacities at 11:59 p.m. on the Effective Date. The members of the Restructuring Committee and other officer entitled to indemnification under the Restructuring Committee By-Laws shall be indemnified by the Liquidating Trust and the Platform Subsidiaries for all actions taken while acting in such capacities for the Debtors and the Non-Debtor Affiliates in accordance with the indemnification provisions of the Restructuring Committee By-Laws and applicable state law on account of services provided from the Petition Date through and including the Effective Date.

6.16 Intercompany Claims. All Intercompany Claims shall be discharged and extinguished as of the Effective Date of the Plan, pursuant to the Substantive Consolidation Motion.

6.17 No Corporate Action Required. As of the Effective Date: (a) the adoption of the New Asset Subsidiary, LLC Operating Agreement, New Asset Subsidiary, LLC Articles of Organization, the Restated New Residential Real Estate Subsidiary By-Laws, the Restated New Residential Real Estate Subsidiary Certificate, the Liquidating Trust Agreement or similar constituent documents for the Liquidating Trust and the Platform Subsidiaries; (b) the initial selection of directors and officers for the Platform Subsidiaries and the appointment of the Liquidating Trustee; (c) the adoption, execution, delivery, and implementation of all contracts, leases, instruments, releases, and other agreements related to or contemplated by the Plan; and (d) the other matters provided for under, or in furtherance of, the Plan involving corporate or partnership action required of the Debtors, the Non-Debtor Affiliates, the Liquidating Trust or the Platform Subsidiaries shall be deemed to have occurred and become effective as provided in the Plan, and shall be deemed authorized and approved in all respects without further order of the Bankruptcy Court or any further action by the stockholders, directors, or partners of the Debtors, the Non-Debtor Affili

Executive Guide to Corporate Bankruptcy

ates, the Liquidating Trust and the Platform Subsidiaries.

6.18 Termination of Subordination Rights and Settlement of Related Investor Claims. The classification and manner of satisfying all Claims and Equity Interests under the Plan take into consideration all contractual, legal, and equitable subordination rights, whether arising under general principles of equitable subordination, Sections 510(b) and (c) of the Bankruptcy Code or otherwise, that a holder of a Claim or Equity Interest may have against other Claim or Equity Interest holders with respect to any distribution made in accordance with the Plan. As of the Effective Date, all contractual, legal, or equitable subordination rights that a holder of a Claim or Equity Interest may have with respect to any distribution to be made in accordance with the Plan shall be discharged and terminated, and all actions related to the enforcement of such subordination rights shall be permanently enjoined and distributions under the Plan shall not be subject to payment to any beneficiaries of such terminated subordination rights, or to levy, garnishment, attachment, or other legal process by any beneficiary of such terminated subordination rights. Pursuant to Bankruptcy Rule 9019 and in consideration of the distributions and other benefits provided under the Plan, the provisions of Sections 0 and 0 of the Plan constitute a good faith compromise and settlement of all claims or controversies relating to the termination of all contractual, legal, and equitable subordination rights that a holder of a Claim or Equity Interest may have with respect to any Allowed Claim or Allowed Equity Interest, or any distribution to be made on account of an Allowed Claim or an Allowed Equity Interest. The entry of the Confirmation Order constitutes the Bankruptcy Court's approval of the compromise and settlement of all such claims and controversies, including the Preference Settlement Option, and the Bankruptcy Court's finding that such compromise or settlement is in the best interests of the Debtors, the Non-Debtor Affiliates, and their respective property and holders of Claims and Equity Interests and is fair, equitable and reasonable.

6.19 Administration Pending Effective Date. Before the Effective Date, the Debtors shall continue to operate their businesses, subject to all applicable requirement of the Bankruptcy Code and the Bankruptcy Rules.

6.20 Post-Confirmation Fees; Final Decree. The Liquidating Trust shall be responsible for paying any post-confirmation fees under 28 U.S.C. § 1930(a)(6) and the filing of post-confirmation reports, until a final decree is entered. A final decree shall be entered as soon as practicable after distributions have commenced under the Plan.

Article 7. executory contracts and UNEXPIRED leases

7.1 Assumption or Rejection of Executory Contracts and Unexpired Leases. The executory contracts and unexpired leases between the Debtors and any Person are dealt with as follows:

Sample Plan _ Liquidation

Assumption Of Executory Contracts And Unexpired Leases and Assignment to Platform Subsidiaries. All executory contracts and unexpired leases set forth in the motion to assume executory contracts filed by the Debtors with the Bankruptcy Court prior to the Confirmation Hearing that exist between the Debtors and any Person shall be assumed by the Debtors and assigned to the Platform Subsidiaries as of the Effective Date, except for any executory contract or unexpired lease: (a) that has been rejected in accordance with an order of the Bankruptcy Court entered before the Confirmation Date; or (b) as to which a motion for approval of rejection of such executory contract or unexpired lease, if applicable, has been filed with the Bankruptcy Court before the Confirmation Date.

Rejection of Executory Contracts And Unexpired Leases. All executory contracts and unexpired leases that exist between the Debtors and any Person and are set forth in the motion to reject executory contracts and unexpired leases filed with the Bankruptcy Court prior to the Confirmation Hearing shall be deemed rejected as of the Effective Date, except for any executory contract or unexpired lease that has been assumed or rejected in accordance with an order of the Bankruptcy Court entered before the Confirmation Date.

Approval of Assumption, Assignment, or Rejection. Entry of the Confirmation Order constitutes: (a) the approval under Section 365(a) of the Bankruptcy Code of the assumption and assignment of the executory contracts and unexpired leases assumed under the Plan or otherwise during the Chapter 11 Cases; and (b) the approval under Section 365(a) of the Bankruptcy Code of the rejection of the executory contracts and unexpired leases rejected under the Plan or otherwise during the Chapter 11 Cases. Notwithstanding anything contained in this Section to the contrary, the Debtors retain the right to add to, or delete from, the list of rejected executory contracts and unexpired leases any executory contract or unexpired lease that is initially an assumed executory contract or an assumed unexpired lease.

Cure of Defaults. On the Effective Date or as soon thereafter as practicable, the Liquidating Trust or the Platform Subsidiaries, as applicable, shall Cure any defaults under any executory contract or unexpired lease assumed and assigned under this Plan in accordance with Section 365(b)(1) of the Bankruptcy Code.

Post-Petition Date Contracts and Leases. Executory contracts and unexpired leases entered into, and other obligations incurred, after the Petition Date by the Debtors, shall be performed by the Debtors, the Liquidating Trust, or the Platform Subsidiaries, as applicable, in the ordinary course of business.

Bar Date. All proofs of claims relating to Claims arising from the rejection of any executory contract or unexpired lease under the Plan shall be filed with the Bankruptcy Court no later than thirty days after the Confir

Executive Guide to Corporate Bankruptcy

mation Date. Any such Claim not filed within that time shall be forever barred. With respect to any executory contract or unexpired lease rejected by the Debtors before the Confirmation Date, the deadline for filing such Claims shall be as set forth in the Bar Date Order.

Indemnification Obligations. Except with respect to the indemnification provisions contained in the Restructuring Committee By-Laws, any obligation of the Debtors to indemnify, reimburse, or limit the liability of any Person, including but not limited to, any Indemnification Obligation to any officer or director of the Debtors or any of the Non-Debtor Affiliates, or any agent, professional, financial advisor, or underwriter of any securities issued by the Debtors related to any acts or omissions occurring before the Petition Date: (a) are rejected, canceled, and discharged under the Plan as of the Confirmation Date; and (b) any and all Claims resulting from such obligations are disallowed under Section 502(e) of the Bankruptcy Code. Notwithstanding any of the foregoing, nothing contained in the Plan impacts, impairs or prejudices the rights of any Person covered by any applicable D&O Policy with respect to such policy or policies.

7.2 Retiree Benefits. Pursuant to Section 1114 of the Bankruptcy Code, payment of any Retiree Benefits shall be continued solely to the extent, and for the duration of the period, the Debtors or the Liquidating Trust are contractually or legally obligated to provide such benefits, subject to any rights of the Debtors or the Liquidating Trust under applicable law.

Article 8. Confirmation without acceptance

by all impaired classes

If any impaired Class is determined to have rejected the Plan in accordance with Section 1126 of the Bankruptcy Code, the Debtors may use the provisions of Section 1129(b) of the Bankruptcy Code to satisfy the requirements for Confirmation of the Plan.

Article 9. securities to be issued in connection with the plan

9.1 Certificates. The Liquidating Trust shall issue for distribution, in accordance with the provisions of the Plan and the Liquidating Trust Agreement, the Liquidation Certificate, the General Litigation Certificate and the IRA/Trust Litigation Certificate.
9.2 Section 1145 Exemption. In accordance with Section 1145 of the Bankruptcy Code, the issuance of the Liquidation Certificate, the General Litigation Certificate and the IRA/Trust Liquidation Certificate under the Plan are exempt from the registration requirements of Section 5 of the Securities Act, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker dealer in such securities and is deemed to be a public offer of such securities.

Sample Plan _ Liquidation

Article 10. CONDITIONS PRECEDENT

10.1 Conditions To Confirmation. The following are conditions precedent to confirmation of this Plan:

Approval of Disclosure Statement. The Bankruptcy Court enters a Final Order approving the Disclosure Statement and the Disclosure Statement Summary with respect to the Plan.

Form of Confirmation Order. The Confirmation Order has been entered in form and substance reasonably acceptable to the Debtors. If the Debtors are unable to reach an agreement with any party regarding the form and substance of the Confirmation Order, the Bankruptcy Court shall resolve all such disputes between the parties.

Substance of Confirmation Order. The Confirmation Order shall contain the following:

(a) The provisions of the Confirmation Order are nonseverable and mutually dependent;

(b) The approval of the Substantive Consolidation Motion;

(c) All executory contracts or unexpired leases assumed by the Debtors and assigned to the Platform Subsidiaries during the Chapter 11 Cases or under the Plan shall remain in full force and effect for the benefit of the Liquidating Trust and the Platform Subsidiaries notwithstanding any provision in such contract or lease (including those described in Sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer or that enables, permits or requires termination of such contract or lease;

(d) Except as expressly provided in this Plan, the Debtors are discharged as of the Confirmation Date from all Claims and any "debt" (as that term in defined in Section 101(12) of the Bankruptcy Code) that arose on or before the Confirmation Date, and the Debtors' liability in respect of such Claims and debts is extinguished completely, whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or unfixed, matured or unmatured, disputed or undisputed, legal or equitable, or known or unknown, or that arose from any agreement of the Debtors that has either been assumed and assigned, or rejected in the Chapter 11 Cases or under this Plan, or obligation of the Debtors incurred before the Confirmation Date, or from the Debtors' conduct before the Confirmation Date, or that otherwise arose before the Confirmation Date including, without limitation, all interest, if any, on any such debts, whether such interest accrued before or after the Petition Date; and;

Executive Guide to Corporate Bankruptcy

(e) The Confirmation Order, in accordance with Section 1123(b)(3)(B) of the Bankruptcy Code, specifically appoints the Liquidating Trust as a representative and agent of the Debtors and the Consolidated Estates to prosecute, compromise, or abandon the Litigation Claims in accordance with the Plan and the Liquidating Trust Agreement.

10.2 Conditions to Effectiveness. The following are conditions precedent to the occurrence of the Effective Date:

(a) The Confirmation Date has occurred;

(b) The Confirmation Order is a Final Order, except that the Debtors reserve the right to cause the Effective Date to occur notwithstanding the pendency of an appeal of the Confirmation Order, under circumstances that would moot such appeal;

(c) No request for revocation of the Confirmation Order under Section 1144 of the Bankruptcy Code has been made, or, if made, remains pending;

(d) The Bankruptcy Court in the Confirmation Order has approved the retention of jurisdiction provisions in 0 of the Plan;

(e) All documents necessary to implement the transactions contemplated by this Plan are made in form and substance reasonably acceptable to the Debtors and the Creditors' Committee;

(f) The Liquidating Trust has sufficient Cash on the Effective Date to make required distributions to holders of Allowed Claims on the Initial Distribution Date; and

(g) The Liquidating Trust and the Platform Subsidiaries receive all regulatory approvals, if any, which have become final and nonappealable or any period of objection by regulatory authorities has expired, as applicable, and all other material approvals, permits, authorization, consents, licenses, and agreements from other third parties necessary or appropriate to permit the transactions contemplated by the Plan and any related agreements and to permit the Liquidating Trust and the Platform Subsidiaries to conduct their business after the Effective Date in a manner consistent with the orderly sale of the Assets over time (collectively, the "Approvals"). The Approvals must not contain any condition or restriction that materially impairs the Liquidating Trust's or the Platform Subsidiaries' ability to conduct their business in a manner consistent in all respects with the manner as proposed to be carried on under the Plan.

10.3 Waiver Of Conditions. The conditions to Confirmation and the Effective Date may be waived in whole or in part by the Debtors at any time without notice, an order of the Bankruptcy Court, or any further action other than proceeding to Confirmation and consummation of the Plan.

Sample Plan _ Liquidation

Article 11. Non-Allowance of penalties and fines

Except as expressly provided for in the Plan, no distribution shall be made under this Plan on account of, and no Allowed Claim (whether Secured, Unsecured, Investor Claim, Priority or Administrative) shall include, any fine, penalty, or exemplary or punitive damages relating to or arising from any default or breach by the Debtors, and any Claim on account of such fine, penalty, or exemplary or punitive damages shall be deemed to be disallowed, whether or not an objection is filed to such Claim.

Article 12. title to property; discharge; injunction

12.1 Transfer of Assets. Subject to the provisions of this Plan and the Liquidating Trust Agreement, the Assets, the Litigation Claims, the Avoidance Actions and any applicable D&O Policy shall be transferred to the Liquidating Trust and the Platform Subsidiaries, as applicable, on the Effective Date. As of the Effective Date, all such property shall be free and clear of all liens, Claims, and Equity Interests, except as otherwise provided in this Plan.

12.2 Discharge. Except as provided in the Plan or the Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Equity Interests under the Plan are in exchange for and in complete satisfaction, discharge, and release of, all Claims including any interest accrued on General Unsecured Claims and Investor Claims from the Petition Date and the termination of all Equity Interests. Except as provided in the Plan or the Confirmation Order, confirmation: (a) discharges the Debtors, the Liquidating Trust and the Platform Subsidiaries from all Claims or other debts that arose before the Confirmation Date, and all debts of the kind specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not: (i) a proof of claim based on such debt is filed or deemed filed under Section 501 of the Bankruptcy Code; (ii) a Claim based on such debt is Allowed under Section 502 of the Bankruptcy Code; or (iii) the holder of a Claim based on such debt has accepted the Plan; and (b) terminates all Equity Interests and other rights of Equity Interests in the Debtors except as expressly provided in the Plan.

12.3 Injunction. Except as provided in the Plan or the Confirmation Order, as of the Confirmation Date, all entities that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an Equity Interest, or other right of an equity security holder that is terminated under the Plan are permanently enjoined from taking any of the following actions on account of any such discharged Claims, debts, liabilities, or terminated Equity Interests or rights: (a) commencing or continuing in any manner any action or other proceeding against the Debtors, the Restructuring Committee, the Liquidating Trust, and the Platform Subsidiaries; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree, or order against the Debtors, the Restructuring Com

Executive Guide to Corporate Bankruptcy

mittee, the Liquidating Trust, and the Platform Subsidiaries, or their respective property; (c) creating, perfecting, or enforcing any lien or encumbrance against the Debtors, the Liquidating Trust, the Platform Subsidiaries, or their respective property; (d) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability, or obligation due to the Debtors, the Liquidating Trust, the Platform Subsidiaries or their respective property; and (e) commencing or continuing any action, in any manner, in any place, that does not comply with or is inconsistent with the provisions of the Plan or the Bankruptcy Code.

12.4 Exculpation. None of the Debtors, the Liquidating Trust, the Platform Subsidiaries, the Restructuring Committee, the acting General Counsel of the Debtors (i.e., Mark Dickerson), or the Creditors' Committee, or any of their respective professional advisors, attorneys, or agents, have or may incur any liability to any holder of a Claim or Equity Interest, including the holder of any Securities Claim or Investor Claim, or any other party in interest, or any of their respective members or former members, agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the negotiation and execution of the Plan, the negotiation and pursuit of Confirmation of the Plan, or the consummation of the Plan, or the administration of the Plan, except for their acts or omissions constituting willful misconduct, as finally determined by a court of competent jurisdiction and in all respects are entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan or in the context of the Chapter 11 Cases. No holder of a Claim, Equity Interest, Investor Claim, or Securities Claim, or any other party in interest, including their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, have any right of action against the Debtors, the Restructuring Committee, the acting General Counsel of the Debtors (i.e., Mark Dickerson), the Creditors' Committee or any of their respective professional advisors, attorneys, or agents, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the negotiation and pursuit of Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan, except for their acts or omissions constituting willful misconduct as finally determined by a court of competent jurisdiction.

Article 13. PROCEDURES FOR RESOLVING DISPUTED,

CONTINGENT, AND UNLIQUIDATED CLAIMS

13.1 Objection Deadline; Prosecution Of Objections. As soon as practicable, but in no event later than 90 days after the Effective Date, the Liquidating Trust shall file objections to Claims with the Bankruptcy Court and serve such objections upon the holders of each of the Claims to which objections are made. The Bankruptcy Court may extend the foregoing deadline.

Sample Plan _ Liquidation

13.2 No Distributions Pending Allowance. Notwithstanding any other provision of the Plan, no payments or distributions shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order and the Disputed Claim, or some portion thereof, has become an Allowed Claim.
13.3 Distribution Reserve. The Liquidating Trust shall exclude the Distribution Reserve from Net Distributable Cash. As to any Disputed Claim, upon a request for estimation by the Liquidating Trust, the Bankruptcy Court shall determine what amount is sufficient to withhold as the Distribution Reserve. The Liquidating Trust may request estimation for every Disputed Claim that is unliquidated and the Liquidating Trust shall withhold the Distribution Reserve based upon the estimated amount of such Claim as set forth in a Final Order. If the Liquidating Trust elects not to request such an estimation from the Bankruptcy Court with respect to a Disputed Claim that is liquidated, the Liquidating Trust shall withhold the Distribution Reserve based upon the face amount of such Claim. Nothing in the Plan shall be deemed to entitle the holder of a Disputed Claim to post-petition interest on such Claim and such holder shall not be entitled to any such interest. If practicable, the Liquidating Trust shall invest any Cash that is withheld as the Distribution Reserve in a manner that shall yield a reasonable net return, taking into account the safety of the investment.

13.4 Distributions After Allowance. The Liquidating Trust shall make payments and distributions from the Distribution Reserve to each holder of a Disputed Claim that has become an Allowed Claim in accordance with the provisions of the Plan governing the Class of Claims to which such holder belongs. On the next succeeding interim distribution date after the date that the order or judgment of the Bankruptcy Court allowing all or part of such Claim becomes a Final Order, the Liquidating Trust shall distribute to the holder of such Claim any Cash or other property in the Distribution Reserve that would have been distributed on the Initial Distribution Date had such Allowed Claim been allowed on the Initial Distribution Date.

Article 14. retention of jurisdiction

14.1 Jurisdiction. Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court retains such jurisdiction over the Chapter 11 Cases after the Effective Date as is legally permissible including, without limitation, jurisdiction to:

14.1.1 Allow, disallow, determine, liquidate, classify, estimate, or establish the priority or secured or unsecured status of any Claim, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims;

14.1.2 Grant or deny any applications for allowance of compensation or reimbursement of expenses authorized under the

Executive Guide to Corporate Bankruptcy

Bankruptcy Code or the Plan;

14.1.3 Resolve any matters related to the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which the Debtors is a party and to hear, determine and, if necessary, liquidate, any Claims arising from, or cure amounts related to, such assumption or rejection;

14.1.4 Ensure that distributions to holders of Allowed Claims are accomplished in accordance with the Plan;

14.1.5 Decide or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters and grant or deny any applications or motions involving the Debtors that may be pending on the Effective Date;

14.1.6 Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan or the Disclosure Statement, except as otherwise provided in the Plan;

14.1.7 Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation or enforcement of the Plan or any Person's obligations incurred in connection with the Plan;

14.1.8 Modify the Plan before or after the Effective Date under Section 1127 of the Bankruptcy Code or modify the Disclosure Statement, the Disclosure Statement Summary or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement or the Disclosure Statement Summary; or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement, the Disclosure Statement Summary, or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement, or the Disclosure Statement Summary, in such manner as may be necessary or appropriate to consummate the Plan, to the extent authorized by the Bankruptcy Code;

14.1.9 Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation or enforcement of the Plan, except as otherwise provided in the Plan;

14.1.10 Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

14.1.11 Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Disclosure Statement

Sample Plan _ Liquidation

Summary, the Confirmation Order or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement, the Disclosure Statement Summary or the Confirmation Order except as otherwise provided in the Plan;

14.1.12 Enter an order closing the Chapter 11 Cases;

14.1.13 Adjudicate, if applicable, the Avoidance Actions, the Litigation Claims (including those to be initiated and prosecuted by the Liquidating Trust as the Estate's representative under Section 1123(b)(3)(B) of the Bankruptcy Code), and any other cause of action or claims of the Debtors and Non-Debtor Affiliates;

14.1.14 Adjudicate or otherwise resolve any disputes relating to the General Unsecured Claim Recovery Schedule as provided in the Plan and;

14.1.15 Approve, if applicable, the appointment or removal of any member of the Liquidating Trust Board, the Investor Advisory Committee or the Liquidating Trustee in accordance with the Plan and the Liquidating Trust Agreement.

Article 15. amendment and withdrawal of plan

15.1 Amendment of the Plan. At any time before the Confirmation Date, the Debtors may alter, amend, or modify the Plan under Section 1127(a) of the Bankruptcy Code. After the Confirmation Date and before substantial consummation of the Plan as defined in Section 1101(2) of the Bankruptcy Code, the Debtors may, under Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement, the Disclosure Statement Summary, or the Confirmation Order, and such matters as may be necessary to carry out the purposes and effects of the Plan, provided, however, that prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or applicable order of the Bankruptcy Court.

15.2 Revocation or Withdrawal of the Plan. The Debtors reserve the right to revoke or withdraw this Plan at any time before the Confirmation Date. If the Plan is withdrawn or revoked, then the Plan shall be deemed null and void and nothing contained in the Plan shall be deemed a waiver of any Claims by or against the Debtors or any other Person in any further proceedings involving the Debtors or an admission of any sort, and this Plan and any transaction contemplated by this Plan shall not be admitted into evidence in any proceeding.

Article 16. miscellaneous

16.1 Filing of Objections to Claims. After the Effective Date, objections to Administrative Claims and all other Claims may be made and objections to Administrative Claims and Claims made before the Effective

Executive Guide to Corporate Bankruptcy

Date may be pursued by the Liquidating Trust or any other Person properly entitled to do so after notice to the Liquidating Trust and approval by the Bankruptcy Court. Any objections to Administrative Claims and Claims made after the Effective Date shall be filed and served on the holders of such Administrative Claims and Claims not later than 90 days after the Effective Date or such later date as may be approved by the Bankruptcy Court.

16.2 Settlement of Objections After Effective Date. From and after the Effective Date, the Liquidating Trust may litigate to Final Order, propose settlements of, or withdraw objections to, all pending or filed Disputed Claims, Disputed Equity Interests, Litigation Claims or Avoidance Actions and the Liquidating Trust may settle or compromise any Disputed Claim, Disputed Equity Interest, or Litigation Claim without notice and a hearing and without approval of the Bankruptcy Court.

16.3 Effectuating Documents; Further Transactions; Timing. The Debtors and the Non-Debtor Affiliates shall be authorized and directed to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents, and to take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, and any securities issued in accordance with the Plan. All transactions required to occur on the Effective Date under the terms of the Plan shall be deemed to have occurred simultaneously.

16.4 Exemption From Transfer Taxes. In accordance with Section 1146(c) of the Bankruptcy Code: (a) the issuance, distribution, transfer, or exchange of the Estate property, including the transfer and assignment of Assets to the Platform Subsidiaries and the assignment of Litigation Claims, Avoidance Actions and any D&O Policy to the Liquidating Trust; (b) the creation, modification, consolidation, or recording of any deed of trust or other security interest, the securing of additional indebtedness by such means or by other means in furtherance of, or connection with, this Plan or the Confirmation Order; (c) the making, assignment, modification, or recording of any lease or sublease; or (d) the making, delivery, or recording of a deed or other instrument of transfer under, in furtherance of, or in connection with, this Plan, the Confirmation Order, or any transaction contemplated above, or any transactions arising out of, contemplated by, or in any way related to, the foregoing shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act or real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment and the appropriate state or local government officials or agents shall be directed to forego the collection of any such tax or assessment and to accept for filing or recordation any of the foregoing instruments or other documents without the payment of any such tax or assessment.

Sample Plan _ Liquidation

16.5 Binding Effect. The Plan shall be binding on, and shall inure to the benefit of, the Debtors, the Non-Debtor Affiliates, the Liquidating Trust, the Platform Subsidiaries and the holders of all Claims and Equity Interests, including the holders of Investor Claims and Securities Claims, and their respective successors and assigns.

16.6 Governing Law. Except to the extent that the Bankruptcy Code or other federal law is applicable or as provided in any document implementing the Plan, the rights, duties and obligations of the Debtors, the Non-Debtor Affiliates and any other Person arising under the Plan shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Arizona, without giving effect to Arizona's choice of law provisions.

16.7 Modification of Payment Terms. The Liquidating Trust shall have the right to modify the treatment of any Allowed Claim or Equity Interest in any manner adverse only to the holder of such Claim or Equity Interest at any time after the Effective Date upon the prior written consent of the holder whose Allowed Claim or Equity Interest treatment is being adversely affected.

16.8 Setoffs. The Debtors, the Non-Debtor Affiliates, the Liquidating Trust and the Platform Subsidiaries may, but are not required to, set off or recoup against any Claim or Equity Interest and the payments or other distributions to be made under the Plan in respect of such Claim, claims of any nature whatsoever that arose before the Petition Date that the Debtors may have against the holder of such Claim or Equity Interest to the extent such Claims may be set off or recouped under applicable law, but neither the failure to do so nor the Allowance of any Claim or Equity Interest under the Plan shall constitute a waiver or release by the Debtors, the Non-Debtor Affiliates, the Liquidating Trust and the Platform Subsidiaries of any such claim that it may have against such holder.

16.9 Notices. Any notice required or permitted to be provided under the Plan shall be in writing and served by either: (a) certified mail, return receipt requested, postage prepaid; (b) hand delivery; (c) reputable overnight courier service, freight prepaid; or (d) by fax; addressed as follows:

The Debtors: Baptist Foundation of Arizona

1313 East Osborn Road, Suite 250

Phoenix, Arizona 85014

Telephone: (602) 279-3587

Attn: Mark Dickerson, Esq.

Acting General Counsel

With a copy to: Squire, Sanders & Dempsey L.L.P.

40 North Central Avenue, Suite 2700

Executive Guide to Corporate Bankruptcy

Phoenix, Arizona 85004

Telephone: (602) 528-4085

Facsimile: (602) 253-8129

Attn: Craig D. Hansen, Esq.

Email: Chansen@ssd.com

With a copy to: Gallagher & Kennedy

2575 East Camelback Road

Phoenix, Arizona 85016-9225

Telephone: (602) 530-8000

Facsimile: (602) 530-8500

Attn: Charles R. Sterbach, Esq.

Email: CRS@gknet.com

With a copy to: Hendrickson & Associates

4411 South Rural Road, Suite 201

Tempe, Arizona 85282

Telephone: (480) 345-7500

Facsimile: (480) 345-6406

Attn: Brian Hendrickson

Email: Hendricksonlaw@msn.com

Creditors' Committee: Unsecured Creditors Committee

Darrel Srader and Steve Culp, Co-Chairmen

c/o Fennemore Craig

3003 North Central Avenue, Suite 2600

Phoenix, Arizona 85012

Telephone: (602) 916-5000

Facsimile: (602) 916-5999

Attn: Cathy Reece, Esq.

Email: Creece@fclaw.com

With a copy to: Fennemore Craig

3003 North Central Avenue, Suite 260

Phoenix, Arizona 85012

Telephone: (602) 916-5000

Facsimile: (602) 916-5999

Attn: Cathy Reece, Esq.

Email: Creece@fclaw.com

U.S. Trustee: Office of the United States Trustee

2929 North Central Avenue, Suite 700

Phoenix, Arizona 85012

Sample Plan _ Liquidation

Telephone: (602) 640-2100

Facsimile: (602) 640-2217

Attn: Richard Cuellar, Esq.

Elizabeth Amorosi, Esq.

16.10 Delivery of Notices. If personally delivered, such communication shall be deemed delivered upon actual receipt; if electronically transmitted in accordance with this Plan, such communication shall be deemed delivered by the next noon at point of arrival occurring on a Business Day following transmission; if sent by overnight courier in accordance with this Plan, such communication shall be deemed delivered within twenty-four hours of deposit with such courier or noon of the first Business Day following such deposit, whichever first occurs; and if sent by U.S. Mail in accordance with this Plan, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service; or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal. Any party to this Plan may change its address for the purposes of this Plan by giving notice of such change in accordance with this section.

16.11 Termination of Statutory Committees. Any statutory committee or committees appointed in the Chapter 11 Cases and any examiner terminate on the Effective Date and thereafter shall have no further responsibilities in respect of the Chapter 11 Cases, except with respect to preparation of filing of applications for compensation and reimbursement of expenses.

16.12 Severability. If any provision of this Plan is found by the Bankruptcy Court to be invalid, illegal or unenforceable, if this Plan is found by the Bankruptcy Court to be invalid, illegal or unenforceable, or if this Plan cannot be Confirmed under Section 1129 of the Bankruptcy Code, the Bankruptcy Court, at the Debtors' request, shall retain the power to alter and interpret such term to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregone, is valid and enforceable in accordance with its terms.

16.13 Withholding And Reporting Requirements. In connection with this Plan and all instruments and securities issued in connection with the Plan, the Debtors and the Liquidating Trust, as the case may be, shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all distributions under the Plan remain subject to any such withholding and reporting requirements.

Executive Guide to Corporate Bankruptcy

The Debtors and the Liquidating Trust, as the case may be, shall be authorized to take all actions necessary to comply with such withholding and recording requirements. Notwithstanding any other provision of this Plan, each holder of an Allowed Claim that has received a distribution, shall have sole and exclusive responsibility for the satisfaction or payment of any tax obligation imposed by any governmental unit, including income, withholding and other tax obligation on account of such distribution.

16.14 Quarterly Fees To The United States Trustee. The Liquidating Trustee shall pay all quarterly fees payable to the Office of the United States Trustee for the Debtors after Confirmation, consistent with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, and 28 U.S.C. § 1930(a)(6).

16.15 Amendments to Exhibits. At any time prior to the commencement of the hearing on Confirmation of the Plan, the Debtors may make modifications to the Exhibits to the Plan without modifying the Plan, provided that such modifications do not materially alter the distribution provisions and the recoveries of Creditors pursuant to the Plan.

16.16 Method Of Payment. Payments of Cash required to be made under the Plan shall be made by check drawn on a domestic bank or by wire transfer from a domestic bank at the election of the Person making such payment. Whenever any payment or distribution to be made under the Plan is due on a day other than a Business Day, such payment or distribution may instead be made, without interest, on the immediately following Business Day.

Sample Plan _ Liquidation