First Amended Joint Plan of Liquidation for GUE Liquidation Companies, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code

H.                                   Insurance

Notwithstanding anything to the contrary herein, if any Allowed Claim is covered by an Insurance Policy, such Claim shall first be paid from proceeds of such Insurance Policy, with the balance, if any, treated in accordance with the provisions of this Plan governing the Class applicable to such Claim.

I.                                        Class Without Voting Claim Holders

If Holders of Claims in a particular Impaired Class of Claims are entitled to vote to accept or reject this Plan, but no Holders of Claims in such Impaired Class of Claims vote to accept or reject this Plan, then such Class of Claims shall be deemed to have accepted this Plan.

ARTICLE III
MEANS FOR IMPLEMENTATION OF THE PLAN

A.                                    Corporate Existence

1.                                      Dissolution of the Debtors

On the Effective Date, the Debtors’ members, directors, managers and officers and any remaining employees shall be deemed to have resigned and the Debtors dissolved for all purposes and of no further legal existence under any applicable state or federal law, without the need to take any further action or file any plan of dissolution, notice or application with the Secretary of State of the State of Delaware or any other state or government authority, and without the need to pay any franchise or similar taxes in order to effectuate such dissolution.

2.                                      Sole Recourse

Except as otherwise set forth in this Plan or other Final Orders of the Bankruptcy Court, Holders of Allowed Claims against any Debtor will have recourse solely to the assets of the applicable Liquidation Trust for the payment of their Allowed Claims in accordance with the terms of this Plan and the Debtor Liquidation Trust Agreement or Committee Liquidation Trust Agreement, as applicable.

B.                                    Debtor Liquidation Trust

1.                                      Debtor Liquidation Trust Generally

On or prior to the Effective Date, the Debtor Liquidation Trust shall be established in accordance with the Debtor Liquidation Trust Agreement for the purpose of liquidating the Debtor Liquidation Trust Assets, reconciling Claims (other than General Unsecured Claims and the Secured Lender Settlement Amount) and making all Distributions to Holders of Allowed Claims (other than General Unsecured Claims) in accordance with the terms of this Plan and the Debtor Liquidation Trust Agreement.

Subject to and to the extent set forth in this Plan, the Confirmation Order, the Debtor Liquidation Trust Agreement or any other order of the Bankruptcy Court entered in connection therewith, the Debtor Liquidation Trust shall be empowered to:  (a) perform all actions and execute all agreements, instruments and other documents necessary to effectuate the purpose of the Debtor Liquidation Trust; (b) establish, maintain and administer Trust Accounts, which shall be segregated to the extent appropriate in accordance with this Plan; (c) accept, preserve, receive, collect, manage, invest, sell, liquidate, transfer, supervise, prosecute, settle and protect, as applicable, the Debtor Liquidation Trust Assets (directly or through its professionals or a Third Party Disbursing Agent), in accordance with this Plan; (d) review, reconcile, settle or object to Claims (other than General Unsecured Claims and the Secured Lender Settlement Amount) that are Disputed Claims pursuant to the procedures for allowing Claims prescribed in this Plan; (e) pursue the Debtor Liquidation Trust Retained Causes of Action as set forth in Section III.G of the Plan; (f) calculate and make Distributions of the proceeds of the Debtor Liquidation Trust Assets to Holders of Allowed Claims (other than General Unsecured Claims and the Secured Lender Settlement Amount);

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(g) retain, compensate and employ professionals to represent the Debtor Liquidation Trust; (h) prepare and file appropriate Tax returns and other reports on behalf of the Debtor Liquidation Trust and pay Taxes or other obligations owed by the Debtor Liquidation Trust; (i) exercise such other powers as may be vested in the Debtor Liquidation Trust under the Debtor Liquidation Trust Agreement and this Plan, or as are deemed by the Debtor Liquidation Trustee to be necessary and proper to implement the provisions of the Debtor Liquidation Trust Agreement and effectuate the purpose of the Debtor Liquidation Trust; and (j) dissolve the Debtor Liquidation Trust in accordance with the terms of the Debtor Liquidation Trust Agreement.

Notwithstanding anything to the contrary in this Section III.B, the Debtor Liquidation Trust’s primary purpose is liquidating the Debtor Liquidation Trust Assets, with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the Debtor Liquidation Trust’s liquidating purpose and reasonably necessary to conserve and protect the Debtor Liquidation Trust Assets and provide for the orderly liquidation thereof.

2.                                      Funding of and Transfer of Assets Into the Debtor Liquidation Trust

Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date, the Debtors shall transfer the Debtor Liquidation Trust Assets to the Debtor Liquidation Trust, and all such assets shall vest in the Debtor Liquidation Trust on such date, to be administered by the Debtor Liquidation Trustee in accordance with this Plan and the Debtor Liquidation Trust Agreement.  The Debtor Liquidation Trust Assets shall be transferred to the Debtor Liquidation Trust subject to all Liens of the Secured Parties either under the Credit Agreement or the Final DIP Order.

The Debtor Liquidation Trustee shall have the authority to create additional sub-accounts in Trust Accounts and sub-trusts within the Debtor Liquidation Trust, which may have a separate legal existence, but which shall be considered sub-accounts or sub-trusts of the Debtor Liquidation Trust.

The act of transferring the Debtor Liquidation Trust Assets, as authorized by this Plan, shall not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and such rights may be asserted by the Debtor Liquidation Trust as if the asset or right was still held by the applicable Debtor.

3.                                      Debtor Liquidation Trustee

The initial Debtor Liquidation Trustee shall be such individual or entity as may be selected by the Debtors with the consent of the Prepetition Agent and as shall be disclosed in the Plan Supplement.  Except as otherwise provided in this Plan, the Debtor Liquidation Trustee (a) shall be the successor to and representative of the Estate of each of the Debtors within the meaning of section 1123(b)(3)(B) of the Bankruptcy Code, except with respect to the Committee Liquidation Trust Retained Causes of Action, and (b) shall be the sole representative of, and shall act for, the Debtors, and shall assume any such outstanding responsibility of the Debtors under the Plan.  The powers, rights and responsibilities of the Debtor Liquidation Trustee shall be specified in the Debtor Liquidation Trust Agreement and shall include the authority and responsibility to fulfill (a) the items identified in Section III.B.1 above and (b) the Debtor Liquidation Trustee Functions set forth in Section III.B.4 below.  Other rights and duties of the Debtor Liquidation Trustee and the Debtor Liquidation Trust Beneficiaries shall be as set forth in the Debtor Liquidation Trust Agreement.

4.                                      Debtor Liquidation Trustee Functions

On and after the Effective Date, the Debtor Liquidation Trustee and/or the Debtor Liquidation Trust, as applicable, shall carry out the Debtor Liquidation Trustee Functions and may take such actions without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than any restrictions expressly imposed by the Plan, the Confirmation Order or the Debtor Liquidation Trust Agreement.

The Debtor Liquidation Trustee Functions shall include any and all powers and authority to: (a) effectuate the Plan, including the prosecution and any other disposition of all litigation related to any appeals in respect to the

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approval and/or implementation of the Plan; (b) wind up the affairs of the Debtors, if and to the extent necessary, including taking any steps to terminate the corporate or organizational existence of the Debtors; (c) take any actions necessary to (i) resolve all matters related to the Debtor Liquidation Trust Assets and (ii) vest such assets in the Debtor Liquidation Trust; (d) execute the Debtors’ remaining obligations under the Gateway TSA and PlanetArt TSA, if any; (e) pay all (i) Allowed Administrative Expense Claims (including payment of Professional Fee Claims as set forth in Section II.C.1 of the Plan), (ii) Allowed Priority Tax Claims, (iii) Allowed Priority Claims, (iv) Allowed Secured Lender Claims and (v) Allowed Other Secured Claims pursuant to the Plan; (f) pay out of the Tax Fund, on account of any claim, including, without limitation, any General Unsecured Claim, any amounts (including any related attorneys’ fees) the Debtor Liquidation Trustee considers necessary or appropriate to allow any officer or director of any of the Debtors serving on or after the Petition Date to avoid personal liability on account of such claim or the costs and expenses of defending an action for personal liability on account of such claim; (g) pay the Debtor Liquidation Trust Expenses; (h) prepare and file appropriate Tax returns and other reports on behalf of the Debtors and pay Taxes or other obligations owed by the Debtors (including, without limitation, any Allowed Administrative Expense Claims and Allowed Priority Tax Claims asserted by taxing authorities), and, in the Debtor Liquidation Trustee’s discretion, request an expedited determination of any unpaid tax liability of a Debtor pursuant to section 505(b) of the Bankruptcy Code; (i) file, prosecute, settle and/or dispose of any and all objections to asserted (A) Administrative Expense Claims, (B) Priority Tax Claims, (C) Priority Claims, (D) Secured Lender Claims and (E) Other Secured Claims; (j) enter into and consummate Dissolution Transactions; (k) take such actions as are necessary or appropriate to close any of the Debtors’ Chapter 11 Cases; (l) retain, compensate and employ professionals to represent the Debtor Liquidation Trust or the Debtor Liquidation Trustee, as applicable; and (m) take any other actions not inconsistent with the provisions hereof that the Debtor Liquidation Trustee deems reasonably necessary or desirable in connection with the foregoing functions.  For the avoidance of doubt and, notwithstanding any provision of this Plan or the Liquidation Trust Agreements, neither the Debtor Liquidation Trust nor the Debtor Liquidation Trustee shall be responsible for, or have any obligation with respect to, reconciling or calculating the Secured Lender Settlement Amount or the Additional Secured Lender Recovery.

The Debtors shall file all quarterly reports due prior to the Effective Date when they become due, in a form reasonably acceptable to the U.S. Trustee.  After the Effective Date, the Debtor Liquidation Trustee shall file with the Bankruptcy Court quarterly reports when they become due, in a form reasonably acceptable to the U.S. Trustee, which reports shall include a separate schedule of disbursements made by the Debtors during the applicable period, attested to by the Debtor Liquidation Trustee.

5.                                      Debtor Liquidation Trust Agreement

Prior to the Effective Date, the Debtors and the Debtor Liquidation Trustee shall execute and deliver the Debtor Liquidation Trust Agreement.

The Debtor Liquidation Trust Agreement may include reasonable and customary indemnification provisions for the benefit of the Debtor Liquidation Trustee and/or other parties.  Any such indemnification shall be the sole responsibility of the Debtor Liquidation Trust and payable solely from the Debtor Liquidation Trust Assets.

6.                                      Fees and Expenses of the Debtor Liquidation Trust

From and after the Effective Date, Debtor Liquidation Trust Expenses shall be paid from the Debtor Liquidation Trust Assets in the ordinary course of business, in accordance with the Plan and the Debtor Liquidation Trust Agreement.  Without any further notice to any party or action, order or approval of the Bankruptcy Court, the Debtor Liquidation Trustee, on behalf of the Debtor Liquidation Trust, may employ and pay in the ordinary course of business, any professional (including professionals previously employed by the Debtors) for services rendered or expenses incurred on and after the Effective Date that, in the discretion of the Debtor Liquidation Trustee, are necessary to assist the Debtor Liquidation Trustee in the performance of the Debtor Liquidation Trustee’s duties under the Plan and the Debtor Liquidation Trust Agreement, subject to any limitations and procedures established by the Debtor Liquidation Trust Agreement.

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7.                                      Limitation of Liability

Neither the Debtor Liquidation Trustee, nor its firms, companies, affiliates, partners, officers, directors, members, employees, designees, professionals, advisors, attorneys, representatives, disbursing agents or agents, and any of such Person’s successors and assigns, shall incur any responsibility or liability by reason of any error of law or fact or of any matter or thing done or suffered or omitted to be done under or in connection with the Plan or Debtor Liquidation Trust Agreement, other than for specific actions or omissions resulting from its willful misconduct, gross negligence or fraud found by a Final Order (not subject to further appeal or review) of a court of competent jurisdiction to be the direct and primary cause of loss, liability, damage or expense suffered by the Debtor Liquidation Trust.  The Debtor Liquidation Trustee shall enjoy all of the rights, powers, immunities and privileges applicable to a chapter 7 trustee.  The Debtor Liquidation Trustee may, in connection with the performance of his, her or its functions, in the Debtor Liquidation Trustee’s sole and absolute discretion, consult with his, her or its attorneys, accountants, advisors and agents, and shall not be liable for any act taken, or omitted to be taken, or suggested to be done in accordance with advice or opinions rendered by such persons, regardless of whether such advice or opinions are in writing.  Notwithstanding such authority, the Debtor Liquidation Trustee shall be under no obligation to consult with any such attorneys, accountants, advisors or agents, and any determination not to do so shall not result in the imposition of liability on the Debtor Liquidation Trustee or its members unless such determination is based on willful misconduct, gross negligence or fraud.  Persons dealing with the Debtor Liquidation Trustee shall look only to the Debtor Liquidation Trust Assets to satisfy any liability incurred by the Debtor Liquidation Trustee to such person in carrying out the terms of the Plan or the Debtor Liquidation Trust Agreement, and the Debtor Liquidation Trustee shall have no personal obligation to satisfy such liability.

8.                                      Indemnification

The Debtor Liquidation Trust shall indemnify the Debtor Liquidation Trust Indemnified Parties for, and shall hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of their respective professionals) incurred without fraud, gross negligence or willful misconduct on the part of the Debtor Liquidation Trust Indemnified Parties (which fraud, gross negligence or willful misconduct, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the Debtor Liquidation Trust Indemnified Parties in connection with the acceptance, administration, exercise and performance of their duties under the Plan or the Debtor Liquidation Trust Agreement, as applicable.  An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute fraud, gross negligence or willful misconduct.  In addition, the Debtor Liquidation Trust shall, to the fullest extent permitted by law, indemnify and hold harmless the Debtor Liquidation Trust Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs and expenses, including attorneys’ fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Debtor Liquidation Trust or the implementation or administration of the Plan if the Debtor Liquidation Trust Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Debtor Liquidation Trust.  To the extent the Debtor Liquidation Trust indemnifies and holds harmless any Debtor Liquidation Trust Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Debtor Liquidation Trustee in monitoring or participating in the defense of such claims giving rise to the right of indemnification shall be paid as Debtor Liquidation Trust Expenses.  The costs and expenses incurred in enforcing the right of indemnification in this Section shall be paid by the Debtor Liquidation Trust.  This provision shall survive the termination of the Debtor Liquidation Trust Agreement and the death, dissolution, liquidation, resignation, replacement or removal of the Debtor Liquidation Trustee.

9.                                      Insurance

The Debtor Liquidation Trustee shall be authorized, but not required, to obtain any reasonably necessary insurance coverage, at the Debtor Liquidation Trust’s sole expense, for itself and its respective agents, including coverage with respect to the liabilities, duties and obligations of the Debtor Liquidation Trustee, which insurance coverage may, at the sole option of the Debtor Liquidation Trustee, be extended for a reasonable period after the termination of the Debtor Liquidation Trust Agreement.

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10.                               Dissolution of the Debtor Liquidation Trust

In no event shall the Debtor Liquidation Trust be dissolved later than five years from the Effective Date unless the Bankruptcy Court, upon motion made within the six month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made at least six months before the end of the preceding extension), determines that a fixed period extension is necessary to facilitate or complete the recovery on, and liquidation of, the Debtor Liquidation Trust Assets.

11.                               Records

The Debtor Liquidation Trustee shall be provided with originals or copies of or access to all documents and business records of the Debtors necessary for the disposition of Debtor Liquidation Trust Assets and objections to Disputed Claims (other than General Unsecured Claims).

12.                               Tax Treatment; No Successor in Interest

The Debtor Liquidation Trust is intended to be treated for U.S. federal income tax purposes as a liquidating trust described in Treasury Regulation section ###-###-####-4(d) and, to the extent applicable, as one or more Disputed Claims Reserves treated as disputed ownership funds described in Treasury Regulation section l.468B-9.  For U.S. federal income tax purposes, the transfer of assets by the Debtors to the Debtor Liquidation Trust will be treated (a) as the transfer of assets by the Debtors to the Holders of Allowed Claims entitled to distributions from the Debtor Liquidation Trust Assets, subject to any liabilities of the Debtors or the Debtor Liquidation Trust payable from the proceeds of such assets, followed by the transfer of such assets (subject to such liabilities) by such holders to the Debtor Liquidation Trust in exchange for the beneficial interests in the Debtor Liquidation Trust, and (b) to the extent applicable, as the transfer of assets by the Debtors to one more Disputed Claims Reserves.

a.                                      Liquidation Purpose of the Debtor Liquidation Trust

The Debtor Liquidation Trust shall be established for the primary purpose of liquidating and distributing the assets transferred to it, in accordance with Treasury Regulation section ###-###-####-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Debtor Liquidation Trust.  Accordingly, the Debtor Liquidation Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the Debtor Liquidation Trust Assets, make timely distributions to the Debtor Liquidation Trust Beneficiaries and not unduly prolong its duration.  The Debtor Liquidation Trust shall not be deemed a successor-in-interest of the Debtors for any purpose other than as specifically set forth in this Plan or in the Debtor Liquidation Trust Agreement.  The record holders of beneficial interests shall be recorded and set forth in a register maintained by the Debtor Liquidation Trustee expressly for such purpose.

The Debtor Liquidation Trust is intended to qualify as a “grantor trust” for U.S. federal income tax purposes with the Debtor Liquidation Trust Beneficiaries treated as grantors and owners of the Debtor Liquidation Trust.  For all U.S. federal income tax purposes, all parties (including the Debtors, the Debtor Liquidation Trustee and the Debtor Liquidation Trust Beneficiaries) shall treat the transfer of the Debtor Liquidation Trust Assets by the Debtors to the Debtor Liquidation Trust, as set forth in the Debtor Liquidation Trust Agreement, as a transfer of such assets by the Debtors to the Holders of Allowed Claims entitled to distributions from the Debtor Liquidation Trust Assets, followed by a transfer by such Holders to the Debtor Liquidation Trust.  Thus, the Debtor Liquidation Trust Beneficiaries shall be treated as the grantors and owners of a grantor trust for U.S. federal income tax purposes.

As soon as practicable after the Effective Date, the Debtor Liquidation Trustee shall make a good faith determination of the fair market value of the Debtor Liquidation Trust Assets as of the Effective Date.  This valuation shall be used consistently by all parties (including the Debtors, the Debtor Liquidation Trustee and the Debtor Liquidation Trust Beneficiaries) for all U.S. federal income tax purposes.  The Bankruptcy Court shall resolve any dispute regarding the valuation of the Debtor Liquidation Trust Assets.

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The right and power of the Debtor Liquidation Trustee to invest the Debtor Liquidation Trust Assets, the proceeds thereof or any income earned by the Debtor Liquidation Trust, shall be limited to the right and power that a liquidating trust, within the meaning of section ###-###-####-4(d) of the Treasury Regulations, is permitted to hold, pursuant to the Treasury Regulations, or any modification in the IRS guidelines, including Revenue Procedure 94-45, whether set forth in IRS rulings or other IRS pronouncements, and to the investment guidelines of section 345 of the Bankruptcy Code.  The Debtor Liquidation Trustee may expend the Cash of the Debtor Liquidation Trust (i) as reasonably necessary to meet contingent liabilities and to maintain the value of the respective assets of the Debtor Liquidation Trust during liquidation, (ii) to pay the respective reasonable administrative expenses (including, but not limited to, any Taxes imposed on the Debtor Liquidation Trust) and (iii) to satisfy other respective liabilities incurred by the Debtor Liquidation Trust in accordance with this Plan and the Debtor Liquidation Trust Agreement (including, without limitation, the payment of any Taxes).

b.                                      Disputed Claims Reserves

To the extent applicable, Debtor Liquidation Trust Assets reserved for Holders of Disputed Claims (excluding Disputed Claims concerning General Unsecured Claims), shall be treated as one or more Disputed Claims Reserves.  The Debtor Liquidation Trustee shall treat any such Disputed Claims Reserve as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections consistent with such tax treatment).  The Debtor Liquidation Trustee shall be the administrator of any such Disputed Claims Reserve within the meaning of Treasury Regulation section 1.468B-9(b)(2) and shall be responsible for all Tax reporting and withholding required by any such Disputed Claims Reserve.

13.                               Settlement of Claims Other Than General Unsecured Claims

Except as otherwise provided in this Plan or the Debtor Liquidation Trust Agreement, on and after the Effective Date, the Debtor Liquidation Trustee may compromise or settle any Claims (other than General Unsecured Claims) without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, and may pay the charges that it incurs on or after the Effective Date for Debtor Liquidation Trust Expenses without application to the Bankruptcy Court.

14.                               Sales of Assets by Debtor Liquidation Trust

The Debtor Liquidation Trustee may conduct any sales or liquidations of non-Cash Debtor Liquidation Trust Assets on any terms it deems reasonable, without further order of the Bankruptcy Court.  Upon the sale, liquidation, transfer or other disposition of the Debtor Liquidation Trust Assets by the Debtor Liquidation Trustee, the Debtor Liquidation Trustee shall deposit the proceeds of all such sales, liquidations, transfers or dispositions into one or more Trust Accounts.

C.                                    Committee Liquidation Trust

1.                                      Committee Liquidation Trust Generally

On or prior to the Effective Date, the Committee Liquidation Trust shall be established in accordance with the Committee Liquidation Trust Agreement for the purpose of liquidating the Committee Liquidation Trust Assets, resolving Disputed Claims to the extent such Disputed Claims concern General Unsecured Claims, calculating the Additional Secured Lender Recovery in accordance with the terms of the Committee Settlement Agreement and in consultation with the Prepetition Agent and making all Distributions to (a) Holders of Allowed General Unsecured Claims and (b) the Prepetition Agent, on account of the Additional Secured Lender Recovery, in accordance with the terms of this Plan, the Committee Liquidation Trust Agreement and the Committee Settlement Agreement.  Subject to and to the extent set forth in this Plan, the Confirmation Order, the Committee Liquidation Trust Agreement or any other order of the Bankruptcy Court entered in connection therewith, the Committee Liquidation Trust shall be empowered to:  (a) perform all actions and execute all agreements, instruments and other documents necessary to effectuate the purpose of the Committee Liquidation Trust; (b) establish, maintain and administer Trust Accounts, which shall be segregated to the extent appropriate in accordance with this Plan; (c) accept, preserve, receive, collect, manage, invest, sell, liquidate, transfer, supervise, prosecute, settle and protect, as applicable, the

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Committee Liquidation Trust Assets (directly or through its professionals or a Third Party Disbursing Agent), in accordance with this Plan; (d) review, reconcile, settle or object to all General Unsecured Claims that are Disputed Claims pursuant to the procedures for allowing Claims prescribed in this Plan; (e) pursue the Committee Liquidation Trust Retained Causes of Action as set forth in Section III.G of the Plan; (f) calculate and make Distributions of the proceeds of the Committee Liquidation Trust Assets to the holders of Allowed General Unsecured Claims; (g) reconcile the Secured Lender Settlement Amount and calculate the Additional Secured Lender Recovery in accordance with the terms of the Committee Settlement Agreement and in consultation with the Prepetition Agent; (h) pay the Additional Secured Lender Recovery to the Prepetition Agent; (i) retain, compensate and employ professionals to represent the Committee Liquidation Trust; (j) prepare and file appropriate Tax returns and other reports on behalf of the Committee Liquidation Trust and pay Taxes or other obligations owed by the Committee Liquidation Trust; (k) exercise such other powers as may be vested in the Committee Liquidation Trust under the Committee Liquidation Trust Agreement and this Plan, or as are deemed by the Committee Liquidation Trustee to be necessary and proper to implement the provisions of the Committee Liquidation Trust Agreement and effectuate the purpose of the Committee Liquidation Trust; and (l) dissolve the Committee Liquidation Trust in accordance with the terms of the Committee Liquidation Trust Agreement.

The Prepetition Agent shall provide notice to the Committee Liquidation Trustee of the Secured Lender Settlement Amount and a reconciliation evidencing such amount.  The Committee Liquidation Trustee shall (a) calculate the Additional Secured Lender Recovery in accordance with the terms of the Committee Settlement Agreement and in consultation with the Prepetition Agent and (b) provide the Additional Secured Lender Recovery to the Prepetition Agent for the benefit of the Secured Lenders.  To the extent of any dispute as to the amount of the Secured Lender Settlement Amount or the Additional Secured Lender Recovery, the Court shall retain jurisdiction to resolve such dispute notwithstanding the passage of the Claims Objection Bar Date.

Notwithstanding anything to the contrary in this Section III.C, the Committee Liquidation Trust’s primary purpose is pursuing and liquidating the Committee Liquidation Trust Assets and making Distributions to the Committee Liquidation Trust Beneficiaries, in accordance with this Plan and Treasury Regulation section ###-###-####-4(d), with no objective to continue or engage in the conduct of a trade or business.

2.                                      Funding of and Transfer of Assets Into the Committee Liquidation Trust

On the Effective Date, the Debtors shall irrevocably transfer and shall be deemed to have irrevocably transferred all right, title and interest in and to the Committee Liquidation Trust Assets to the Committee Liquidation Trust, for the benefit of the Committee Liquidation Trust Beneficiaries, and all such assets shall automatically vest in the Committee Liquidation Trust on such date, to be administered by the Committee Liquidation Trustee in accordance with this Plan and the Committee Liquidation Trust Agreement.  The Committee Liquidation Trustee shall be the representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3) solely with respect to the Committee Liquidation Trust Assets.  The Committee Liquidation Trust Assets shall be transferred to the Committee Liquidation Trust free and clear of all Liens, Claims, encumbrances or interests.  Such transfer shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use or other similar tax.  As of the Effective Date, the Debtors shall have no interest in the Committee Liquidation Trust Assets.

On the Effective Date, the Prepetition Agent shall transfer the Committee Settlement Amount to the Committee Liquidation Trust.

The Committee Liquidation Trustee shall have the authority to create additional sub-accounts in Trust Accounts and sub-trusts within the Committee Liquidation Trust, which may have a separate legal existence, but which shall be considered sub-accounts or sub-trusts of the Committee Liquidation Trust.

The act of transferring the Committee Liquidation Trust Assets, as authorized by this Plan, shall not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and such rights may be asserted by the Committee Liquidation Trust as if the asset or right was still held by the applicable Debtor.

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3.                                      Committee Liquidation Trustee

The initial Committee Liquidation Trustee shall be such individual or entity as shall be selected by the Creditors’ Committee and disclosed in the Plan Supplement.  The powers, rights and responsibilities of the Committee Liquidation Trustee shall be specified in the Committee Liquidation Trust Agreement and shall include the authority and responsibility to fulfill the items identified in Section III.C.1 above.  Other rights and duties of the Committee Liquidation Trustee and the Committee Liquidation Trust Beneficiaries shall be as set forth in the Committee Liquidation Trust Agreement.

4.                                      Committee Liquidation Trust Agreement

Prior to the Effective Date, the Debtors and the Committee Liquidation Trustee shall execute and deliver the Committee Liquidation Trust Agreement.

The Committee Liquidation Trust Agreement may include reasonable and customary indemnification provisions for the benefit of the Committee Liquidation Trustee and/or other parties.  Any such indemnification shall be the sole responsibility of the Committee Liquidation Trust and payable solely from the Committee Liquidation Trust Assets.

5.                                      Reports to be Filed by the Committee Liquidation Trustee

Following the Effective Date, the Committee Liquidation Trustee, on behalf of the Committee Liquidation Trust, shall File with the Bankruptcy Court (and provide to any other party entitled to receive any such report pursuant to the Committee Liquidation Trust Agreement) an annual report regarding the administration of property subject to its ownership and control pursuant to this Plan.

6.                                      Fees and Expenses of the Committee Liquidation Trust

From and after the Effective Date, Committee Liquidation Trust Expenses shall be paid from the Committee Liquidation Trust Assets in the ordinary course of business, in accordance with the Plan and the Committee Liquidation Trust Agreement.  Without any further notice to any party or action, order or approval of the Bankruptcy Court, the Committee Liquidation Trustee, on behalf of the Committee Liquidation Trust, may employ and pay in the ordinary course of business, any professional (including professionals previously employed by the Debtors) for services rendered or expenses incurred on and after the Effective Date that, in the discretion of the Committee Liquidation Trustee, are necessary to assist the Committee Liquidation Trustee in the performance of the Committee Liquidation Trustee’s duties under the Plan, the Committee Settlement Agreement and the Committee Liquidation Trust Agreement, subject to any limitations and procedures established by the Committee Liquidation Trust Agreement.

7.                                      Limitation of Liability

Neither the Committee Liquidation Trustee, nor its firms, companies, affiliates, partners, officers, directors, members, employees, designees, professionals, advisors, attorneys, representatives, disbursing agents or agents, and any of such Person’s successors and assigns, shall incur any responsibility or liability by reason of any error of law or fact or of any matter or thing done or suffered or omitted to be done under or in connection with the Plan or Committee Liquidation Trust Agreement, other than for specific actions or omissions resulting from its willful misconduct, gross negligence or fraud found by a Final Order (not subject to further appeal or review) of a court of competent jurisdiction to be the direct and primary cause of loss, liability, damage or expense suffered by the Committee Liquidation Trust.  The Committee Liquidation Trustee shall enjoy all of the rights, powers, immunities and privileges applicable to a chapter 7 trustee.  The Committee Liquidation Trustee may, in connection with the performance of his, her or its functions, in the Committee Liquidation Trustee’s sole and absolute discretion, consult with his, her or its attorneys, accountants, advisors and agents, and shall not be liable for any act taken, or omitted to be taken, or suggested to be done in accordance with advice or opinions rendered by such persons, regardless of whether such advice or opinions are in writing.  Notwithstanding such authority, the Committee Liquidation Trustee shall be under no obligation to consult with any such attorneys, accountants, advisors or agents, and any

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determination not to do so shall not result in the imposition of liability on the Committee Liquidation Trustee or its members unless such determination is based on willful misconduct, gross negligence or fraud.  Persons dealing with the Committee Liquidation Trustee shall look only to the Committee Liquidation Trust Assets to satisfy any liability incurred by the Committee Liquidation Trustee to such person in carrying out the terms of the Plan or the Committee Liquidation Trust Agreement, and the Committee Liquidation Trustee shall have no personal obligation to satisfy such liability.

8.                                      Indemnification

The Committee Liquidation Trust shall indemnify the Committee Liquidation Trust Indemnified Parties for, and shall hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of their respective professionals) incurred without fraud, gross negligence or willful misconduct on the part of the Committee Liquidation Trust Indemnified Parties (which fraud, gross negligence or willful misconduct, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the Committee Liquidation Trust Indemnified Parties in connection with the acceptance, administration, exercise and performance of their duties under the Plan or the Committee Liquidation Trust Agreement, as applicable.  An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute fraud, gross negligence or willful misconduct.  In addition, the Committee Liquidation Trust shall, to the fullest extent permitted by law, indemnify and hold harmless the Committee Liquidation Trust Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs and expenses, including attorneys’ fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Committee Liquidation Trust or the implementation or administration of the Plan if the Committee Liquidation Trust Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Committee Liquidation Trust.  To the extent the Committee Liquidation Trust indemnifies and holds harmless any Committee Liquidation Trust Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Committee Liquidation Trustee in monitoring or participating in the defense of such claims giving rise to the right of indemnification shall be paid as Committee Liquidation Trust Expenses.  The costs and expenses incurred in enforcing the right of indemnification in this Section shall be paid by the Committee Liquidation Trust.  This provision shall survive the termination of the Committee Liquidation Trust Agreement and the death, dissolution, liquidation, resignation, replacement or removal of the Committee Liquidation Trustee.

9.                                      Insurance

The Committee Liquidation Trustee shall be authorized, but not required, to obtain any reasonably necessary insurance coverage, at the Committee Liquidation Trust’s sole expense, for itself and its respective agents, including coverage with respect to the liabilities, duties and obligations of the Committee Liquidation Trustee, which insurance coverage may, at the sole option of the Committee Liquidation Trustee, be extended for a reasonable period after the termination of the Committee Liquidation Trust Agreement.

10.                               Dissolution of the Committee Liquidation Trust

In no event shall the Committee Liquidation Trust be dissolved later than five years from the Effective Date unless the Bankruptcy Court, upon motion made within the six month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made at least six months before the end of the preceding extension), determines that a fixed period extension (not to exceed three years, together with any prior extensions, without a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the Committee Liquidation Trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete the recovery on, and liquidation of, the Committee Liquidation Trust Assets.

11.                               Cooperation and Access to Books and Records

The Committee Liquidation Trustee shall be provided with originals or copies of or access to all documents and business records of the Debtors reasonably available to the Debtor Liquidation Trustee and necessary for the

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disposition of Committee Liquidation Trust Assets and objections to Disputed Claims to the extent such Disputed Claims concern General Unsecured Claims or reconciliation of the Secured Lender Settlement Amount.

To the extent that the Debtor Liquidation Trustee provides the Committee Liquidation Trustee with originals or copies of or access to any such documents and business records, neither the Debtor Liquidation Trustee nor the Debtor Liquidation Trust shall have any obligation to ensure the accuracy or completeness of any such documents or business records.

The Debtors and Debtor Liquidation Trustee, as applicable, shall use reasonable efforts to cooperate with the Committee Liquidation Trustee in connection with the Committee Liquidation Trustee’s investigation and prosecution of Committee Liquidation Trust Retained Causes of Action and/or objections to Disputed Claims to the extent such Disputed Claims constitute General Unsecured Claims, including with respect to providing evidence and information as reasonably requested by the Committee Liquidation Trustee.

12.                               Tax Treatment; No Successor in Interest

The Committee Liquidation Trust is intended to be treated for U.S. federal income tax purposes in part as a liquidating trust described in Treasury Regulation section ###-###-####-4(d) and in part as one or more Disputed Claims Reserves treated as disputed ownership funds described in Treasury Regulation section l.468B-9.  For U.S. federal income tax purposes, the transfer of assets by the Debtors to the Committee Liquidation Trust will be treated (a) in part as the transfer of assets by the Debtors to the Holders of Allowed Claims entitled to distributions from the Committee Liquidation Trust Assets, subject to any liabilities of the Debtors or the Committee Liquidation Trust payable from the proceeds of such assets, followed by the transfer of such assets (subject to such liabilities) by such holders to the Committee Liquidation Trust in exchange for the beneficial interests in the Committee Liquidation Trust, and (b) in part as the transfer of assets by the Debtors to one more Disputed Claims Reserves.

a.                                      Liquidation Purpose of the Committee Liquidation Trust

The Committee Liquidation Trust shall be established for the primary purpose of liquidating and distributing the assets transferred to it, in accordance with Treasury Regulation section ###-###-####-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Committee Liquidation Trust.  Accordingly, the Committee Liquidation Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the Committee Liquidation Trust Assets, make timely distributions to the Committee Liquidation Trust Beneficiaries and not unduly prolong its duration.  The Committee Liquidation Trust shall not be deemed a successor-in-interest of the Debtors for any purpose other than as specifically set forth in this Plan or in the Committee Liquidation Trust Agreement.  The record holders of beneficial interests shall be recorded and set forth in a register maintained by the Committee Liquidation Trustee expressly for such purpose.

The Committee Liquidation Trust is intended to qualify as a “grantor trust” for U.S. federal income tax purposes with the Committee Liquidation Trust Beneficiaries treated as grantors and owners of the Committee Liquidation Trust.  For all U.S. federal income tax purposes, all parties (including the Debtors, the Committee Liquidation Trustee and the Committee Liquidation Trust Beneficiaries) shall treat the transfer of the Committee Liquidation Trust Assets by the Debtors to the Committee Liquidation Trust, as set forth in the Committee Liquidation Trust Agreement, as a transfer of such assets by the Debtors to the Holders of Allowed Claims entitled to distributions from the Committee Liquidation Trust Assets, followed by a transfer by such Holders to the Committee Liquidation Trust.  Thus, the Committee Liquidation Trust Beneficiaries shall be treated as the grantors and owners of a grantor trust for U.S. federal income tax purposes.

As soon as practicable after the Effective Date, the Committee Liquidation Trustee shall make a good faith determination of the fair market value of the Committee Liquidation Trust Assets as of the Effective Date.  This valuation shall be used consistently by all parties (including the Debtors, the Committee Liquidation Trustee and the Committee Liquidation Trust Beneficiaries) for all U.S. federal income tax purposes.  The Bankruptcy Court shall resolve any dispute regarding the valuation of the Committee Liquidation Trust Assets.

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The right and power of the Committee Liquidation Trustee to invest the Committee Liquidation Trust Assets, the proceeds thereof or any income earned by the Committee Liquidation Trust, shall be limited to the right and power that a liquidating trust, within the meaning of section ###-###-####-4(d) of the Treasury Regulations, is permitted to hold, pursuant to the Treasury Regulations, or any modification in the IRS guidelines, including Revenue Procedure 94-45, whether set forth in IRS rulings or other IRS pronouncements, and to the investment guidelines of section 345 of the Bankruptcy Code.  The Committee Liquidation Trustee may expend the Cash of the Committee Liquidation Trust (i) as reasonably necessary to meet contingent liabilities and to maintain the value of the respective assets of the Committee Liquidation Trust during liquidation, (ii) to pay the respective reasonable administrative expenses (including, but not limited to, any Taxes imposed on the Committee Liquidation Trust) and (iii) to satisfy other respective liabilities incurred by the Committee Liquidation Trust in accordance with this Plan and the Committee Liquidation Trust Agreement (including, without limitation, the payment of any Taxes).

b.                                      Disputed Claims Reserves

Committee Liquidation Trust Assets reserved for Holders of Disputed Claims, to the extent such Disputed Claims concern General Unsecured Claims, shall be treated as one or more Disputed Claims Reserves.  The Committee Liquidation Trustee has the discretion to treat each such Disputed Claims Reserve as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and make any appropriate elections consistent with such tax treatment).  The Committee Liquidation Trustee shall be the administrator of such Disputed Claims Reserves within the meaning of Treasury Regulation section 1.468B-9(b)(2) and shall be responsible for all Tax reporting and withholding required by such Disputed Claims Reserves.

13.                               Settlement of General Unsecured Claims

Except as otherwise provided in this Plan or the Committee Liquidation Trust Agreement, on and after the Effective Date, the Committee Liquidation Trustee may compromise or settle any General Unsecured Claims or the Secured Lender Settlement Amount without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules and may pay the charges that it incurs on or after the Effective Date for Committee Liquidation Trust Expenses without application to the Bankruptcy Court.

14.                               Sales of Assets by Committee Liquidation Trust

The Committee Liquidation Trustee may conduct any sales or liquidations of non-Cash Committee Liquidation Trust Assets on any terms it deems reasonable, without further order of the Bankruptcy Court.  Upon the sale, liquidation, transfer or other disposition of the Committee Liquidation Trust Assets by the Committee Liquidation Trustee, the Committee Liquidation Trustee shall deposit the proceeds of all such sales, liquidations, transfers or dispositions into one or more of the Trust Accounts.

D.                                    Corporate Actions

1.                                      Constituent Documents of the Debtors

Consistent with Section III.A.1 of the Plan, the Debtors will cease to exist on the Effective Date, and all existing articles of organization and similar constituent documents will be canceled, effective as of the Effective Date.  Accordingly, no new articles of organization or other constituent documents will be necessary.

2.                                      Directors and Officers

Effective as of the Effective Date, all directors and officers of the Debtors shall be discharged, and all such appointments rescinded for all purposes, without any necessity of taking any further action in connection therewith.

3.                                      Corporate Action

Except as otherwise provided in Section III.A.1 of this Plan, the Dissolution Transactions and the following corporate actions and transactions will occur and be effective as of the date specified in the documents effectuating

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the applicable Dissolution Transactions (or other transactions), or the Effective Date if no such other date is specified in such other documents, and will be authorized and approved in all respects and for all purposes without any requirement of further action by the Debtors, the Liquidation Trustees or any other Person:  (a) the establishment of the Liquidation Trusts; (b) the appointment of the Liquidation Trustees to act on behalf of the Liquidation Trusts; (c) the transfer of the Liquidation Trust Assets into the Liquidation Trusts, as set forth in this Plan; (d) the distribution of Cash pursuant to this Plan; (e) the adoption, execution, delivery and implementation of all contracts, instruments, releases and other agreements or documents related to any of the foregoing; (f) the adoption, execution and implementation of the Liquidation Trust Agreements; and (g) the other matters provided for under this Plan involving the corporate structure of any Debtor or corporate action to be taken by or required of any Debtor or Liquidation Trustee.  On the Effective Date, the Provide Deferred Compensation Plan will be terminated, and Nolan Financial Group will release to eligible participants all amounts held for the benefit of such participants on account of the Provide Deferred Compensation Plan.

E.                                    No Revesting of Assets

To the extent not otherwise distributed in accordance with this Plan, the property of the Debtors’ Estates shall not revest in the Debtors on or after the Effective Date but shall instead vest in the applicable Liquidation Trust to be administered by the Liquidation Trustees, as applicable, in accordance with this Plan and the Liquidation Trust Agreements.

F.                                     Creation and Maintenance of Trust Accounts

1.                                      Creation of Trust Accounts

On or prior to the Effective Date, appropriate Trust Accounts will be established and maintained in one or more federally insured domestic banks in the name of the applicable Liquidation Trust or, if applicable and appropriate, a Third Party Disbursing Agent.  Cash deposited in the Trust Accounts will be invested, held and used solely as provided in the applicable Liquidation Trust Agreement.  The Liquidation Trustees are authorized to establish additional Trust Accounts after the Effective Date, consistent with the terms of the Liquidation Trust Agreements, as applicable.

2.                                      Additional Funding of Trust Accounts

After the funding of the Trust Accounts on the Effective Date, the Trust Accounts will be funded, as applicable, by Cash proceeds obtained through litigation or the disposition of Liquidation Trust Assets.

3.                                      Closure of Trust Accounts

Upon obtaining an order of the Bankruptcy Court authorizing final Distribution and/or closure of the Debtors’ Chapter 11 Cases, any funds remaining in the Trust Accounts shall be distributed in accordance with this Plan and the applicable Liquidation Trust Agreement, and the Trust Accounts may be closed.

G.                                   Preservation of Causes of Action

Except as provided in this Plan or in any contract, instrument, release or other agreement entered into or delivered in connection with this Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Committee Liquidation Trust or Committee Liquidation Trustee on its behalf (solely to the extent provided in the Plan and the Committee Liquidation Trust Agreement) will retain and may enforce the Committee Liquidation Trust Retained Causes of Action.  The Committee Liquidation Trust or Committee Liquidation Trustee on its behalf (solely to the extent provided in the Plan and the Committee Liquidation Trust Agreement) may pursue any such Committee Liquidation Trust Retained Causes of Action, as appropriate, in accordance with the best interests of the Committee Liquidation Trust Beneficiaries.

Except as provided in this Plan or in any contract, instrument, release or other agreement entered into or delivered in connection with this Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Debtor

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Liquidation Trust or Debtor Liquidation Trustee on its behalf (solely to the extent provided in the Plan and the Debtor Liquidation Trust Agreement) will retain and may enforce the Debtor Liquidation Trust Retained Causes of Action.  The Debtor Liquidation Trust or Debtor Liquidation Trustee on its behalf (solely to the extent provided in the Plan and the Debtor Liquidation Trust Agreement) may pursue any such Debtor Liquidation Trust Retained Causes of Action, as appropriate, in accordance with the best interests of the Debtor Liquidation Trust Beneficiaries.

A nonexclusive schedule of retained Causes of Action is attached as Exhibit F.  Except as otherwise provided in this Section, in accordance with and subject to any applicable law, the Debtors’ inclusion or failure to include any right of action or claim on Exhibit F shall not be deemed an admission, denial or waiver of any claims, demands, rights or Causes of Action that any Debtor or Estate may hold against any Entity.

H.                                   Cancellation and Surrender of Instruments, Securities and Other Documentation

Except as provided in (1) any contract, instrument or other agreement or document entered into or delivered in connection with this Plan or (2) any of the asset sales effectuated during the pendency of the Debtors’ Chapter 11 Cases, on the Effective Date and concurrently with the applicable Distributions made pursuant to Article II hereof, all notes, instruments, certificates and other documents evidencing Claims or Interests shall be deemed canceled and surrendered and of no further force and effect against the Debtors or the Liquidation Trusts, without any further action on the part of any Debtor, the Liquidation Trusts or the Liquidation Trustees.

I.                                        Effectuating Documents; Further Transactions

On and after the Effective Date, the Liquidation Trusts and the Liquidation Trustees are authorized to and may issue, execute, deliver, file or record such contracts, securities, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and evidence the terms and conditions of this Plan and the Dissolution Transactions, in each case, in the name of and on behalf of the Debtors or the Liquidation Trusts, as applicable, without the need for any approvals, authorization or consents except those expressly required pursuant to this Plan.

J.                                      Substitution in Pending Legal Actions

On the Effective Date, the Debtor Liquidation Trustee, solely in his or her capacity as the trustee for the Debtor Liquidation Trust, shall be deemed to be substituted as the party to any Debtor Liquidation Trust Retained Causes of Action including (1) pending contested matters or adversary proceedings in the Bankruptcy Court, (2) any appeals of orders of the Bankruptcy Court and (3) any state court or federal or state administrative proceedings pending as of the Petition Date; provided, however, that the Committee Liquidation Trustee, solely in his or her capacity as the trustee for the Committee Liquidation Trust, shall be deemed to be substituted as the party to any Committee Liquidation Trust Retained Causes of Action.  The Liquidation Trustees, and their respective professionals, as applicable, may, but are not required to, take such steps as are appropriate to provide notice of such substitution.

ARTICLE IV
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A.                                    Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided in this Plan, each of the Debtors’ Executory Contracts and Unexpired Leases not previously assumed or rejected pursuant to an order of the Bankruptcy Court shall be deemed rejected as of the Effective Date in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, except for any Executory Contract or Unexpired Lease (1) identified on Exhibit G hereto (which shall be Filed as a Plan Supplement) as an Executory Contract or Unexpired Lease designated for assumption and assignment to the Debtor Liquidation Trust, (2) that is the subject of a separate motion or notice to assume or reject Filed by a Debtor and pending as of the Confirmation Hearing or (3) that previously expired or terminated pursuant to its own terms.

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Except as otherwise previously approved by an order of the Bankruptcy Court, entry of the Confirmation Order by the Bankruptcy Court shall constitute an order, pursuant to sections 365(a) and 1123 of the Bankruptcy Code, approving the assumptions and assignments and the rejections of such Executory Contracts and Unexpired Leases as set forth in the preceding paragraph.  Unless otherwise indicated herein, assumptions and assignments and rejections of Executory Contracts and Unexpired Leases pursuant to this Plan shall be effective as of the Effective Date.  Each Executory Contract or Unexpired Lease assumed pursuant to this Plan or by Bankruptcy Court order and not assigned to a third party on or before the Effective Date shall vest in and be fully enforceable by the Debtor Liquidation Trust in accordance with its terms, except as such terms may have been modified by the provisions of this Plan or any order of the Bankruptcy Court authorizing its assumption pursuant to section 365 of the Bankruptcy Code; provided that if an assignment is pending as of the Effective Date, the Debtor Liquidation Trustee shall be authorized to take any and all actions necessary to implement such assignment.

To the maximum extent permitted by law, to the extent any provision (including, without limitation, any “change of control” provision) in any Executory Contract or Unexpired Lease assumed pursuant to this Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption of such Executory Contract or Unexpired Lease, then such provision shall be deemed modified such that the assumption and assignment contemplated by this Plan shall not entitle the counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.  Notwithstanding anything to the contrary in this Plan, the Debtors reserve the right to alter, amend, modify or supplement Exhibit G to this Plan in their discretion prior to the Effective Date on no less than five days’ notice to any counterparty to an Executory Contract or Unexpired Lease affected thereby.

B.                                    Cure of Defaults for Executory Contracts and Unexpired Leases Assumed by the Debtor Liquidation Trust

With respect to any Executory Contract or Unexpired Lease assumed by the Debtor Liquidation Trust, any Cure Amount Claim shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Allowed amount of such Cure Amount Claim in Cash on the Effective Date, subject to the limitations described below, or on such other terms as the parties to any particular Executory Contracts or Unexpired Leases may otherwise agree.  In the event of a dispute regarding:  (1) the Allowed amount of any Cure Amount Claim; (2) the ability of the Debtor Liquidation Trust or another assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed; or (3) any other matter pertaining to assumption, no payments on account of the Cure Amount Claim shall be made until such dispute is resolved by a Final Order.  At least 14 days before the Confirmation Hearing, the Debtors shall file and distribute, or cause to be distributed, notices of proposed assumption and proposed amounts of Cure Amount Claims to the applicable counterparties.  Any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption and assignment or the related amount of the Cure Amount Claim must be Filed, served and actually received by the Debtors on the later of:  (1) three days before the date of the Confirmation Hearing; and (2) seven days after receiving notice of any amendment, modification or supplement to Exhibit G.  Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption and assignment or Cure Amount Claim will be deemed to have assented to such assumption and assignment or Cure Amount Claim.

Payment of the Allowed Cure Amount Claim upon the assumption and assignment of any Executory Contract or Unexpired Lease pursuant to this Plan shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, under such Executory Contract or Unexpired Lease occurring at any time prior to the effective date of the assumption and assignment.  Any proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed and assigned and with respect to which the Allowed Cure Amount Claim has been paid shall be deemed disallowed and expunged without further notice, action, order or approval of the Bankruptcy Court.

C.                                    Claims Based on Rejection of Executory Contracts and Unexpired Leases

Unless otherwise provided by a Bankruptcy Court order, any proofs of Claim asserting Claims arising from the rejection of any Executory Contracts and Unexpired Leases pursuant to this Plan must be Filed with the Claims

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and Noticing Agent within 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection.

Any proofs of Claim arising from the rejection of any Executory Contracts and Unexpired Leases that are not timely Filed shall be disallowed automatically, forever barred from assertion, and shall not be enforceable against any Debtor or the Liquidation Trusts without the need for any objection by the Debtors or the Liquidation Trusts or further notice to or action, order or approval of the Bankruptcy Court.

The Committee Liquidation Trust reserves the right to object to, settle, compromise or otherwise resolve any Claim Filed on account of a rejected Executory Contract or Unexpired Lease.

Holders of Claims arising from the rejection of Executory Contracts and Unexpired Leases with respect to which no proof of Claim is timely Filed will be forever barred from asserting a Claim against the Debtors, the Estates, the Liquidation Trusts or the property of any of the foregoing, unless otherwise expressly allowed by the Bankruptcy Court.

D.                                    Contracts and Leases Entered Into After the Petition Date

Contracts and leases entered into or assumed by a Debtor after the Petition Date (other than the Insurance Policies, Gateway TSA, PlanetArt TSA, FTD/ProFlowers APA, Gourmet Foods APA and Personal Creations APA, and all ancillary documents to the foregoing, and those contracts listed on Exhibit G) that were not assigned to the Debtor Liquidation Trust shall be considered repudiated by the applicable Debtor as of the Effective Date, and the counterparties to such contracts, if they believe that such repudiation constitutes a breach of such contract or lease, must File a Claim within 30 days of the Effective Date in accordance with this Plan or have their rights forever waived and released.

E.                                    Insurance Policies

All rights of the Debtors under the Insurance Policies shall automatically become vested in the Debtor Liquidation Trust as of the Effective Date without necessity for further approvals or orders, however, to the extent that any of the rights of a Debtor or Debtors in one or more of said Insurance Policies are disputed in a court proceeding, or otherwise by any insurance company that issued one or more of such Insurance Policies, all rights of the Debtors under the Insurance Policies shall mean any such rights as are finally determined by the Court having jurisdiction over such dispute or by the terms of any settlement thereof.  Nothing in the Plan or Confirmation Order shall preclude Provide Commerce v. Sentry Insurance et al., and Sentry Insurance’s counterclaim therein, Case No. 12-cv-00516, from being litigated in the United States District Court for the Southern District of California (the court presently having jurisdiction over such case at this time), the United States Bankruptcy Court for the District of Delaware, or any other court.

To the extent that any such Insurance Policies are deemed Executory Contracts, then, unless such Insurance Policies have been rejected pursuant to an order of the Bankruptcy Court (including the Confirmation Order), notwithstanding anything to the contrary in this Plan, this Plan shall constitute a motion to assume and assign to the Debtor Liquidation Trust, permit to “ride through” or ratify such Insurance Policies.  Subject to the occurrence of the Effective Date, the entry of the Confirmation Order shall constitute both approval of such assumption and assignment pursuant to section 365 of the Bankruptcy Code and a finding by the Bankruptcy Court that such assumption and assignment is in the best interests of the Estates.  Unless otherwise determined by the Bankruptcy Court pursuant to a Final Order or agreed upon by the parties prior to the Effective Date, no payments shall be required to cure any defaults existing as of the Confirmation Date with respect to any Insurance Policy assumed and assigned to the Debtor Liquidation Trust pursuant to this Section IV.E.  Nothing in this Plan shall impair the rights of the Debtor Liquidation Trust with respect to (or affect the coverage under) any Insurance Policy that provides liability coverage for officers, directors and other fiduciaries of the Debtors and their Affiliates.

On the Effective Date, the Debtors shall transfer the Benefits Plans to the Debtor Liquidation Trust, and the Benefits Plans shall vest in the Debtor Liquidation Trust on such date, to be terminated by the Debtor Liquidation Trustee in its discretion, subject to the terms of the Debtor Liquidation Trust Agreement.

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F.                                     Reservation of Rights

Nothing contained in this Plan or the Plan Supplement, nor the Debtors’ delivery of a notice of proposed assumption and proposed Cure Amount Claim to an applicable counterparty, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Debtor has any liability thereunder.  If there is a dispute regarding whether a contract or lease is or was executory or unexpired on the Effective Date, the Debtor Liquidation Trustee shall have 30 days following entry of a Final Order resolving such dispute to determine whether to alter the treatment of such contract or lease hereunder.

ARTICLE V
PROVISIONS REGARDING DISTRIBUTIONS

A.                                    Distributions for Claims Allowed as of the Effective Date

Except as otherwise provided in this Article V, Distributions to be made on the Effective Date to Holders of Allowed Claims as provided by Article II or this Article V shall be deemed made on the Effective Date if made on the Effective Date or as promptly thereafter as practicable by the Debtor Liquidation Trust.

B.                                    Method of Distributions to Holders of Claims

All Distributions to be made under this Plan shall be made by the Disbursing Agent or such Third Party Disbursing Agents as the Liquidation Trustees may employ in their sole discretion.  Each Disbursing Agent may serve without bond, and any Disbursing Agent may employ or contract with other entities to assist in or make the Distributions required by this Plan, if approved by the applicable Liquidation Trustee.

C.                                    Disbursing Agent

1.                                      Powers of the Disbursing Agent

The Disbursing Agent shall be empowered to:  (a) make all Distributions contemplated in this Plan; (b) effectuate all actions and execute all agreements, instruments and other documents necessary to perform its duties under this Plan; and (c) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to this Plan or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

2.                                      Expenses Incurred on or After the Effective Date

Except as otherwise ordered by the Bankruptcy Court, consistent with Sections III.B.6 and III.C.6 of the Plan, the amount of any reasonable fees and out-of-pocket expenses incurred by a Disbursing Agent on or after the Effective Date (including Taxes) and any reasonable compensation to such Disbursing Agent for services rendered shall be paid in Cash by the Debtor Liquidation Trustee from the Debtor Liquidation Trust Assets or the Committee Liquidation Trustee from the Committee Liquidation Trust Assets in accordance with the terms of the applicable Liquidation Trust Agreement.

3.                                      No Liability

Except on account of gross negligence or willful misconduct, the Disbursing Agent shall have no (a) liability to any party for actions taken in accordance with this Plan or in reliance upon information provided to it in accordance with this Plan or (b) obligation or liability to any party who does not hold a Claim against the Debtors as of the Distribution Record Date or any other date on which a Distribution is made or who does not otherwise comply with the terms of this Plan.

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D.                                    Disputed Claims Reserves

1.                                      Establishment of Disputed Claims Reserves

On the Effective Date or as soon thereafter as is reasonably practicable, the Committee Liquidation Trustee shall establish a Disputed Claims Reserve for Disputed General Unsecured Claims, which reserve shall be administered by the Committee Liquidation Trustee.  The Committee Liquidation Trustee shall reserve, in Cash or other property, on account of the full asserted amount (or such lesser amount as may be determined or estimated by the Bankruptcy Court after notice and a hearing in accordance with Article VI hereof) with respect to each such Disputed Claim.  For the avoidance of doubt, the Committee Liquidation Trustee may administer the Disputed Claims Reserve by book entry.

2.                                      Maintenance of Disputed Claims Reserves

To the extent that the property placed in the Disputed Claims Reserve consists of Cash, that Cash shall be deposited in an interest-bearing account.  The property in the Disputed Claims Reserve shall be held in trust for the benefit of the Holders of General Unsecured Claims ultimately determined to be Allowed Claims.  The Disputed Claims Reserve shall be closed by the Committee Liquidation Trust when all Distributions required to be made under this Plan to the Holders of General Unsecured Claims will have been made in accordance with the terms of this Plan.  Upon closure of the Disputed Claims Reserve, all Cash (including any investment yield on the Cash) and other property held in the Disputed Claims Reserve shall be distributed in accordance with this Plan or the Committee Liquidation Trust Agreement, as applicable.

E.                                    Investment of Trust Accounts

To assist in making distributions under this Plan, the Trust Accounts may be held in the name of the applicable Liquidation Trustee or in the name of one or more Third Party Disbursing Agents for the benefit of Holders of Allowed Claims under this Plan, or a secondary Trust Account may be created in the name of the Third Party Disbursing Agent for the purpose of making disbursements.  The Liquidation Trustees shall invest, or shall direct the Third Party Disbursing Agents to invest, Cash in the Trust Accounts, subject to any limitations established by the Liquidation Trust Agreements; provided, however, that should a Liquidation Trustee determine, in its sole discretion, that the administrative costs associated with such investment will exceed the return on such investment, it may direct the Third Party Disbursing Agent not to invest such Cash.  Distributions of Cash from accounts held by Third Party Disbursing Agents will include a Pro Rata share of any interest or other proceeds, if any, from such investment of Cash, net of any Taxes payable with respect thereto.

F.                                     Delivery of Distributions and Undeliverable or Unclaimed Distributions

1.                                      Delivery of Distributions

Distributions to holders of Allowed Claims will be made by a Disbursing Agent:  (a) at the addresses set forth on the respective proofs of Claim Filed by Holders of such Claims or request for payment of Administrative Expense Claim, as applicable; (b) at the address for a Claim transferee set forth in a valid and timely notice of transfer of Claim Filed with the Bankruptcy Court; (c) at the addresses set forth in any written notice of address change Filed with the Bankruptcy Court or delivered to the Disbursing Agent after the date of Filing of any related proof of Claim; (d) at the addresses reflected in the applicable Debtor’s Schedules if no proof of Claim has been Filed and the Disbursing Agent has not received a written notice of a change of address; or (e) if clauses (a) through (d) are not applicable, at the last address directed by such holder after such Claim becomes an Allowed Claim.

2.                                      Undeliverable Distributions Held by Disbursing Agents

a.                                      Holding of Undeliverable Distributions

If any Distribution to a Holder of an Allowed Claim is returned to a Disbursing Agent as undeliverable, no further Distributions will be made to such Holder unless and until the applicable Disbursing Agent is notified by

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written certification of such Holder’s then-current address.  Subject to Section V.F.2.c below, Distributions returned to a Disbursing Agent or otherwise undeliverable will remain in the possession of the applicable Disbursing Agent until such time as a Distribution becomes deliverable.  Subject to Section V.F.2.c, while remaining in the possession of the applicable Disbursing Agent, undeliverable Distributions will be held for the benefit of the potential claimants of such Distributions.

b.                                      After Distributions Become Deliverable

On each Distribution Date, the applicable Disbursing Agent will make all Distributions that became deliverable to holders of Allowed Claims after the most recent Distribution Date; provided, however, that the applicable Disbursing Agent, in its sole discretion, may establish a record date prior to each Distribution Date, such that only Claims allowed as of the record date will participate in such periodic Distribution.  Notwithstanding the foregoing, the applicable Disbursing Agent reserves the right, if it determines a Distribution on any Distribution Date is uneconomical or unfeasible, or is otherwise unadvisable, to postpone a Distribution Date.

c.                                       Failure to Claim Undeliverable Distributions

Any Holder of an Allowed Claim that does not assert its right to an undeliverable Distribution prior to the date that is 90 days prior to the Final Distribution Date will be forever barred from asserting any such Claim against the Debtors, the Estates, the Liquidation Trusts, the Liquidation Trustees or the property of any of the foregoing.  In such cases, unclaimed Distributions will be maintained for redistribution to other claimants entitled to Distributions pursuant to the Plan.

G.                                   Distribution Record Date

As of 5:00 p.m. (prevailing Eastern Time) on the Distribution Record Date, the transfer registers for Claims shall be closed.  The Disbursing Agent shall have no obligation to recognize the transfer or sale of any Claim that occurs after such time on the Distribution Record Date and shall be entitled for all purposes herein to recognize and make Distributions only to those Holders who are Holders of Claims as of 5:00 p.m. on the Distribution Record Date.

Except as otherwise provided in a Final Order of the Bankruptcy Court, the transferees of Claims that are transferred pursuant to Bankruptcy Rule 3001 on or prior to 5:00 p.m. (prevailing Eastern Time) on the Distribution Record Date shall be treated as the Holders of such Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to such transfer has not expired by the Distribution Record Date.

H.                                   De Minimis Distributions