SECOND AMENDED AND RESTATED PLAN OF REORGANIZATION
EX-2.2 4 g77342exv2w2.txt SECOND AMENDED AND RESTATED PLAN OF REORGANIZATION EXHIBIT 2.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA In re: ) ) Case No. 02-20382-BKC-RBR ROADHOUSE GRILL, INC., ) Chapter 11 Case ) Debtor. ) - ---------------------------------------- ) -------------------------------------------------------------------- DEBTOR'S SECOND AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION AS MODIFIED DATED: JUNE 12, 2002 -------------------------------------------------------------------- KILPATRICK STOCKTON LLP KILPATRICK STOCKTON LLP Co-Counsel for the Co-Counsel for the Debtor-in-Possession Debtor-in-Possession Gerald A. Jeutter, Jr., Esq. Alfred S. Lurey, Esq. 3737 Glenwood Avenue, Suite 400 Melinda Marbes, Esq. Raleigh, NC ###-###-#### Peachtree Street Telephone: (919) 420-1700 Suite 2800 Facsimile: (919) 420-1800 Atlanta, GA 30309 Telephone: (404) 815-6500 Facsimile: (404) 815-6555 BERGER SINGERMAN, P.A. BERGER SINGERMAN, P.A. Co-Counsel for the Co-Counsel for the Debtor-in-Possession Debtor-in-Possession Paul Steven Singerman, Esq. Leslie Gern Cloyd, Esq. Brian Rich, Esq. 350 E. Las Olas Boulevard, Suite 1000 200 S. Biscayne Boulevard, Suite 1000 Fort Lauderdale, FL 33301 Miami, FL 33131 Telephone: (954) 525-9900 Telephone: (305) 755-9500 Facsimile: (954) 523-2872 Facsimile: (305) 714-4340 TABLE OF CONTENTS PAGE ---- TABLE OF CONTENTS............................................................. i INTRODUCTION.................................................................. 1 ARTICLE I ............................DEFINITIONS, INTERPRETATION AND EXHIBITS 1 Section 1.01...................................................Definitions 1 Section 1.02.......................................Rules of Interpretation 14 Section 1.03.............................................Time Computations 14 Section 1.04......................................................Exhibits 14 ARTICLE II..............................CLASSIFICATION OF CLAIMS AND INTERESTS 14 Section 2.01.....................................................Generally 14 Section 2.02...........................................Unclassified Claims 14 Section 2.03............................................Unimpaired Classes 15 Section 2.04.............................Impaired Classes Entitled to Vote 15 Section 2.05.........................Impaired Classes Not Entitled to Vote 17 ARTICLE III........PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND INTERESTS 17 Section 3.01..........................Satisfaction of Claims and Interests 17 Section 3.02...Classes of Unclassified, Unimpaired and Impaired Claims and Interests.................................................... 17 Section 3.03.................................Administrative Expense Claims 18 Section 3.04...........................................Priority Tax Claims 19 Section 3.05...............................Class 1 Priority Non-Tax Claims 19 Section 3.06................................................Secured Claims 20 Section 3.07............................Class 3.1 Claims: Unsecured Claims 39 Section 3.08...................................Class 4 (Securities Claims) 41 Section 3.09.........................Class 5 (Old Common Stock Interests). 41 Section 3.10....................................Class 6 (Other Interests). 41 ARTICLE IV.................................................FUNDING OF THE PLAN 41 Section 4.01.......................................Effective Date Payments 41 ARTICLE V ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN....................... 42 Section 5.01..................Acceptance by an Impaired Class of Creditors 42 Section 5.02...........Acceptance by an Impaired Class of Interest Holders 42
-i- Section 5.03................................................Voting Classes 42 Section 5.04...........................................One Vote Per Holder 43 Section 5.04......................................................Cramdown 43 ARTICLE VI...................PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN 43 Section 6.01.......................................Timing of Distributions 43 Section 6.02......................................Distribution Record Date 43 Section 6.03.....................................Delivery of Distributions 44 Section 6.04..................................Method of Cash Distributions 44 Section 6.05...................................Failure to Negotiate Checks 44 Section 6.06.......................................Unclaimed Distributions 44 Section 6.07.............................Limitation on Distribution Rights 45 Section 6.08.............................Denominations of New Common Stock 45 Section 6.09..............................Compliance With Tax Requirements 45 Section 6.10......................................De Minimis Distributions 45 Section 6.10.......................................................Setoffs 45 Section 6.12......................Documentation Necessary to Release Liens 45 Section 6.13.............Allocation Between Principal and Accrued Interest 46 Section 6.15...........................Saturday, Sunday and Legal Holiday. 46 ARTICLE VII..........EXECUTORY CONTRACTS AND UNEXPIRED LEASES; INDEMNIFICATION OBLIGATIONS; BENEFIT PROGRAMS............................................ 46 Section 7.01.........Treatment of Executory Contracts and Unexpired Leases 46 Section 7.02..................................Claims for Rejection Damages 46 Section 7.03...............Objections to and Treatment of Rejection Claims 47 Section 7.04.....Executory Contracts and Unexpired Leases Entered Into and Other Obligations Incurred After the Petition Date........... 47 Section 7.05..............................................Benefit Programs 47 Section 7.06.........................................Employment Agreements 48 ARTICLE VIII..............................MEANS FOR IMPLEMENTATION OF THE PLAN 48 Section 8.01..............................................Corporate Action 48 Section 8.02..................................Issuance of New Common Stock 48 Section 8.03.................................................DIP Facility. 48 Section 8.04....Operations Between the Confirmation Date and the Effective Date......................................................... 48 Section 8.05...Revesting of Assets and Property in the Reorganized Debtors 49 Section 8.06..............................................Causes of Action 49 Section 8.07...........Claims Arising Out of Recovered Avoidable Transfers 49 Section 8.08 Reorganized Debtors' Post-Effective Date Responsibilities and Powers....................................................... 49 Section 8.09..................................................Compensation 50 ARTICLE IX.PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS GOVERNING DISTRIBUTIONS 50 Section 9.01............................Objections to Claims and Interests 50
-ii- Section 9.02..............Amendments to Claims and Requests for Payment of Administrative Claims; Claims Filed After the Bar Dates...... 50 Section 9.03..................No Payment or Distribution Pending Allowance 51 Section 9.04.........................................Disputed Distribution 51 Section 9.05....................................................Estimation 51 Section 9.06...................Resolution of Disputed Claims and Interests 52 ARTICLE X............BAR DATES FOR UNSECURED CLAIMS, ADMINISTRATIVE CLAIMS AND PROFESSIONAL CLAIMS...................................................... 52 Section 10.01........................Effect of Bar Date for Certain Claims 52 Section 10.02...................Bar Date for Certain Administrative Claims 53 Section 10.03...................................Bar Date for Professionals 53 ARTICLE XI..............................CONDITIONS TO CONSUMMATION OF THE PLAN 53 Section 11.01...........................................Confirmation Order 53 Section 11.02...................................Conditions to Consummation 54 ARTICLE XII................OPERATION AND MANAGEMENT OF THE REORGANIZED DEBTORS 54 Section 12.01.....................................Continuation of Business 54 Section 12.02....................Initial Management of Reorganized Debtors 54 Section 12.03.......................................Executive Compensation 54 ARTICLE XIII...........................................EFFECTS OF CONFIRMATION 55 Section 13.01....................................................Discharge 55 Section 13.02.......................Distributions in Complete Satisfaction 55 Section 13.03...................................................Injunction 55 Section 13.04..................................Other Documents and Actions 56 Section 13.05.................................Term of Injunctions or Stays 56 Section 13.06....................................Preservation of Insurance 56 Section 13.07...................................................Guaranties 56 Section 13.08...............................Waiver of Subordination Rights 56 Section 13.09.......................................No Successor Liability 56 ARTICLE XIV..........................................RETENTION OF JURISDICTION 56 Section 14.01...................Exclusive Jurisdiction of Bankruptcy Court 56 Section 14.02...............Non-Exclusive Jurisdiction of Bankruptcy Court 59 Section 14.03.........Failure of Bankruptcy Court to Exercise Jurisdiction 59 ARTICLE XV............................................MISCELLANEOUS PROVISIONS 59 Section 15.01...................................Binding Effect of the Plan 59 Section 15.02.......................................Withdrawal of the Plan 60
-iii- Section 15.03..................................................Final Order 60 Section 15.04.....................................Modification of the Plan 60 Section 15.05...........................................Voting Record Date 60 Section 15.06................................................Business Days 60 Section 15.07.................................................Severability 60 Section 15.08................................................Governing Law 61 Section 15.09.................................Dissolution of the Committee 61 Section 15.10....................................Payment of Statutory Fees 61 Section 15.11......................................................Notices 61 Section 15.12...............................Filing of Additional Documents 62 Section 15.13.........................................................Time 62 Section 15.14..................................................No Interest 62 Section 15.15...........................................No Attorneys' Fees 63 Section 15.16...................Defenses with Respect to Unimpaired Claims 63 Section 15.17.........................................No Injunctive Relief 63 Section 15.18........................Continued Confidentiality Obligations 63 Section 15.19................................................No Admissions 63 Section 15.20.............................................Entire Agreement 63 Section 15.21.......................................................Waiver 63 Section 15.22..............................................Plan Supplement 63 CONFIRMATION REQUEST.......................................................... 64
-iv- INTRODUCTION This Second Amended and Restated Chapter 11 Plan of Reorganization As Modified, dated June 12, 2002 (the "PLAN"), is proposed by the Debtor-in-Possession, Roadhouse Grill, Inc. ("RHG" or "Debtor"). For a discussion of the Debtor's history, businesses, results of operations, financial information, projections for future operations, risk factors and properties, and for a summary and analysis of the Plan and related matters, reference should be made to the Debtor's Second Amended And Restated Disclosure Statement In Support Of The Plan As Modified, dated June 12, 2002 (the "DISCLOSURE STATEMENT"), filed by the Debtor with the Bankruptcy Court. The Debtor is the proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTOR ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3019, AND IN THE PLAN, THE DEBTOR RESERVES THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW THE PLAN, OR ANY PART THEREOF, PRIOR TO ITS SUBSTANTIAL CONSUMMATION. Except as otherwise provided, capitalized terms herein shall have the meanings set forth in Article I of the Plan, or if not provided in the Plan, as set forth in the Disclosure Statement. ARTICLE XV DEFINITIONS, INTERPRETATION AND EXHIBITS Section 15.01 DEFINITIONS. Unless the context requires otherwise, the following terms shall have the following meanings whether presented in the Plan or the Disclosure Statement with initial capital letters. Such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context requires otherwise. Any term used in the initial capitalized form that is not defined in the Plan but that is defined in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning ascribed to such term by the Bankruptcy Code or the Bankruptcy Rules. As used herein: "ADMINISTRATIVE EXPENSE CLAIM" means, with the exception of the DIP Financing Obligations, Priority Tax Claims and Class 1 Claims, a Claim for (a) any cost or expense of administration (including, without limitation, the fees and expenses of Professionals) of the Chapter 11 Case asserted or arising under sections 503, 507(a)(1), or 507(b) of the Bankruptcy Code, including, but not limited to (i) any actual and necessary postpetition cost or expense of preserving the Estate or operating the business of the Debtor, (ii) any payment to be made under the Plan to cure any default on an assumed executory contract or assumed unexpired lease, (iii) any postpetition cost, indebtedness or contractual obligation duly and validly incurred or assumed by the Debtor in the ordinary course of its business, (iv) compensation or reimbursement of expenses of Professionals to the extent Allowed by the Bankruptcy Court under section 330 or section 331 of the Bankruptcy Code, and (v) all Allowed Claims that are entitled to be treated as Administrative Expense Claims pursuant to a Final Order of the Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code; and (vi) any fee or charge assessed against the Estate under section 1930 of title 28 of the United States Code. "ADMINISTRATIVE EXPENSE CLAIMS BAR DATE" means the date (or dates), if any, to be set by the Bankruptcy Court as the last day for Filing all requests for payment of Administrative Expense Claims. "AFFILIATE" has the meaning set forth in section 101(2) of the Bankruptcy Code. "ALLOWED" means with respect to any Claim (other than a Disputed Claim) or any Interest (a) any Claim, proof of which was timely Filed with the Bankruptcy Court or its duly appointed claims agent, or, by Final Order of the Bankruptcy Court, was not required to be Filed; (b) any Claim or Interest that has been, or hereafter is, listed in the Schedules as liquidated in an amount other than zero and not disputed or contingent, and, in the case of (a) and (b) above, as to which either (i) no Objection to the allowance thereof has been Filed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court or (ii) the Claim or Interest has been allowed by a Final Order of the Bankruptcy Court or the Plan (but only to the extent so allowed); (c) any Claim or Interest which has been allowed under the provisions of the Plan (but only to the extent so allowed); or (d) any Claim which is a Professional Claim for which a fee award amount has been approved by Final Order of the Bankruptcy Court. "ALLOWED ADMINISTRATIVE EXPENSE CLAIM" means an Administrative Expense Claim that is Allowed. "ALLOWED CLAIM" means a Claim that is Allowed. "ALLOWED CLASS __ CLAIM" means, with respect to any specified Class or type of Claim, whether classified or unclassified, that the referenced Claim is an Allowed Claim. "ALLOWED CLASS __ INTEREST" means, with respect to any specified Class of Interest, that the referenced Interest is an Allowed Interest. "ALLOWED INTEREST" means an Interest that is Allowed. "ASSETS" means those assets that are necessary or desirable for the operation of the Business conducted by the Debtor as of the Effective Date. "ASSUMPTION/REJECTION DEADLINE" means the date by which the Debtor must decide whether it will assume or reject an unexpired lease or executory contract under section 365, or other applicable provisions, of the Bankruptcy Code, or any order of the Bankruptcy Court. -2- "AT&T" means AT&T Commercial Finance, a secured creditor of the Debtor. "AVOIDANCE ACTIONS" means any and all causes of action which a trustee, debtor-in-possession, the estate or other appropriate party in interest may assert under sections 502, 510, 522(f), 522(h), 542, 543, 544, 545, 547, 548, 549, 550, 551, 553 and 724(a) of the Bankruptcy Code (other than those which are released or dismissed as part of and pursuant to the Plan), including the Debtor's rights of setoff, recoupment, contribution, reimbursement, subrogation or indemnity (as those terms are defined by the non-bankruptcy law of any relevant jurisdiction) and any other direct or indirect claim of any kind whatsoever, whenever and wherever arising or asserted. "AVOIDANCE ACTION PROCEEDS" means any proceeds recovered from any Avoidance Action, net of legal fees and expenses incurred in connection with such recoveries, and taxes, if any. "BALLOT" means the form of approved ballot accompanying the approved Disclosure Statement upon which Holders of Impaired Claims and/or Impaired Interests entitled to vote on the Plan shall indicate their acceptance or rejection of the Plan in accordance with the instructions regarding voting. "BANCONE" means BancOne Leasing Corp. "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as codified in title 11 of the United States Code, 11 U.S.C. Sections 101-1330, as in effect on the Petition Date, together with all amendments and modifications thereto that were subsequently made applicable to the Chapter 11 Case. "BANKRUPTCY COURT" means the United States Bankruptcy Court for the Southern District of Florida or, if such court ceases to exercise jurisdiction over this proceeding, the court or adjunct thereof that exercises jurisdiction over the Chapter 11 Case. "BANKRUPTCY RULES" means (i) the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended and promulgated under section 2075 of title 28 of the United States Code, (ii) the applicable Federal Rules of Civil Procedure, as amended and promulgated under section 2072 of title 28 of the United States Code, (iii) the applicable Local Rules of Civil Practice and Procedure of the United States District Court for the Southern District of Florida, (iv) the applicable Local Rules for the United States Bankruptcy Court for the Southern District of Florida, and (v) any standing orders governing practice and procedure issued by the Bankruptcy Court, each as in effect on the Petition Date, together with all amendments and modifications thereto that were subsequently made applicable to the Chapter 11 Case or proceedings therein, as the case may be. "BAR DATE" is the date set by the Bankruptcy Court as the last day for Filing a Proof of Claim against the Debtor in the Chapter 11 Case. "BAR DATE ORDER" is the Order of the Bankruptcy Court establishing the Bar Date, including without limitation any Order resetting the Bar Date. -3- "BENEFICIAL HOLDER" means the entity holding the beneficial interest in a Claim or Interest. "BERJAYA" means Berjaya Group (Cayman) Limited. "BERJAYA DIP FINANCING GROUP" means Berjaya and the other lender that provides post-petition financing to the Debtor under the DIP Facility. "BUSINESS" means the Debtor's business. "BUSINESS DAY" means any day which is not a Saturday, a Sunday, a "legal holiday" as defined in Bankruptcy Rule 9006(a), or a day on which banking institutions in the State of Florida are authorized or obligated by law, executive order or governmental decree to be closed. "CALENDAR QUARTER" means a three (3) month period ending on any March 31, June 30, September 30 or December 31, provided that the first Calendar Quarter shall be deemed to be the period commencing on the Effective Date and ending on the first day that is (x) the last day of such a three (3) month period and (y) more than sixty days after the Effective Date. "CASH" means money, currency and coins, negotiable checks, balances in bank accounts and other lawful currency of the United States of America and its equivalents. "CAUSES OF ACTION" means any and all actions, claims, rights, defenses, third-party claims, damages, executions, demands, crossclaims, counterclaims, suits, causes of action, choses in action, controversies, agreements, promises, rights to legal remedies, rights to equitable remedies, rights to payment, accounts receivable, notes receivable and claims whatsoever, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, uncontingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether asserted or assertable directly, indirectly or derivatively, at law, in equity or otherwise, accruing to the Debtor. "CBBC" means Colorado Boxed Beef Company. "CHAPTER 11 CASE" means the case under chapter 11 of the Bankruptcy Code commenced by Petitioning Creditors in the Bankruptcy Court on the Petition Date. "CIT" means The CIT Group, a secured creditor of the Debtor. "CIT EQUIPMENT" means The CIT Group/Equipment Financing, Inc. "CLAIM" means, as against the Debtor, (i) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, Disputed, undisputed, legal, equitable, secured or unsecured; or (ii) 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. -4- "CLAIM OBJECTION DEADLINE" means, unless extended by the Court, the date to be set by order of the Bankruptcy Court for filing objections to claims. "CLASS" means each class, subclass or category of Claims or Interests as classified in Article IV of the Plan. "CLASS ACTION" means Case No. 02-CV-60493 filed by Ron Sears against the Debtor and certain other parties in the United States District Court in and for the Southern District of Florida. "CNL" means CNL APF Partners, LP, CNL Financial Services, LP and Arizona Real Estate Joint Venture, collectively. CNL is also referred to herein as the Petitioning Creditors. "COLONIAL" means Colonial Pacific Leasing, a secured creditor of the Debtor. "COMMITTEE" means any Official Committee of Unsecured Creditors appointed in the Chapter 11 Case by the UST, as the membership of such committee may be from time to time constituted and reconstituted. "COMPANY" means the Debtor. "CONFIRMATION" means the entry by the Bankruptcy Court of the Confirmation Order. "CONFIRMATION DATE" means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy Court with respect to the Chapter 11 Case within the meaning of Bankruptcy Rules 5003 and 9021. "CONFIRMATION HEARING" means the hearing held before the Bankruptcy Court to consider Confirmation of the Plan pursuant to sections 1128 and 1129 of the Bankruptcy Code. "CONFIRMATION ORDER" means the order entered by the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. "CREDITOR" means any Person that is the Holder of any Claim against the Debtor. "DAY(S)" means, unless expressly otherwise provided, calendar day(s). "DEBTOR" or "DEBTOR-IN-POSSESSION" means Roadhouse Grill, Inc. "DEFICIENCY CLAIM" means any portion of a Claim to the extent (i) the value of the Holder's interest in the applicable Estate's interest in the Property securing such Claim is less than the amount of the Claim or (ii) the amount of a Claim subject to setoff is less than the Allowed Amount of the Claim, each as determined by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code. "DIP FACILITY" means the post-petition credit facility provided for under the Post-Petition Loan and Security Agreement to be entered into with the Berjaya DIP Financing Group. -5- "DIP FINANCING OBLIGATIONS" means all of the Debtor's obligations to the Berjaya DIP Financing Group under the DIP Facility and the DIP Loan Financing Order. "DIP LENDER" means the Berjaya DIP Financing Group. "DIP LOAN FINANCING ORDER" means any order entered by the Bankruptcy Court authorizing Debtor-in-Possession to Obtain Financing, Grant Security Interests, Accord Priority Status Pursuant to Section 364(c) and (d) of the Bankruptcy Code, and Afford Adequate Protection, Etc. "DISALLOWED" means, with respect to any Claim or Interest or portion thereof, any Claim against or Interest in the Debtor which (i) has been disallowed, in whole or part, by a Final Order of the Bankruptcy Court, (ii) has been withdrawn by agreement of the Debtor and the Holder thereof, in whole or in part, (iii) has been withdrawn, in whole or in part, by the Holder thereof, (iv) if listed in the Schedules as zero or as Disputed, contingent or unliquidated and in respect of which a Proof of Claim or a Proof of Interest, as applicable, has not been timely Filed or deemed timely Filed pursuant to the Plan, the Bankruptcy Code or any Final Order of the Bankruptcy Court or other applicable bankruptcy law, (v) has been reclassified, expunged, subordinated or estimated to the extent that such reclassification, expungement, subordination or estimation results in a reduction in the Filed amount of any Proof of Claim or Proof of Interest, or (vi) is evidenced by a Proof of Claim or a Proof of Interest which has been Filed, or which has been deemed to be Filed under applicable law or order of the Bankruptcy Court or which is required to be Filed by order of the Bankruptcy Court but as to which such Proof of Claim or Proof of Interest was not timely or properly Filed. In each case a Disallowed Claim or a Disallowed Interest is disallowed only to the extent of disallowance, withdrawal, reclassification, expungement, subordination or estimation. "DISALLOWED CLAIM" means a Claim, or any portion thereof, that is Disallowed. "DISALLOWED INTEREST" means an Interest, or any portion thereof, that is Disallowed. "DISBURSING AGENT" means Berger Singerman, P.A., for the initial disbursements, and, subsequently, the Reorganized Debtor and/or such other Person(s) that is (are) designated by the Reorganized Debtor to make disbursements pursuant to the Plan after the initial disbursement. "DISCLOSURE STATEMENT" means the Debtor's Second Amended and Restated Disclosure Statement In Support Of The Plan As Modified, dated June 12, 2002, including all exhibits, appendices, schedules and annexes attached thereto, as submitted by the Debtor pursuant to section 1125 of the Bankruptcy Code and approved by the Bankruptcy Court, as such Disclosure Statement may be altered, amended, supplemented or modified from time to time, prepared and distributed in accordance with sections 1125 and 1126 of the Bankruptcy Code and Bankruptcy Rule 3018. "DISCLOSURE STATEMENT HEARING" means the hearing at which the Bankruptcy Court shall determine the adequacy of the Debtor's Disclosure Statement. "DISPUTED" means with respect to a Claim or Interest, any Claim or Interest that has not been Allowed by a Final Order as to which (a) a Proof of Claim or Interest has been Filed with -6- the Bankruptcy Court or its duly appointed claims agent, or is deemed Filed under applicable law or order of the Bankruptcy Court, and (b) an Objection to such Claim or Interest has been or may be timely Filed or deemed Filed under applicable law by the Debtor or any other party in interest and any such Objection has not been (i) withdrawn, (ii) overruled or denied by a Final Order or (iii) granted by a Final Order. For purposes of the Plan, a Claim or Interest that has not been Allowed by a Final Order shall be considered a Disputed Claim or Interest, whether or not an Objection has been or may be timely Filed, to the extent (A) the amount of the Claim or Interest specified in the Proof of Claim or Interest exceeds the amount of any corresponding Claim or Interest listed in the Schedules, (B) the classification of the Claim or Interest specified in the Proof of Claim or Interest differs from the classification of any corresponding Claim or Interest listed in the Schedules, (C) any corresponding Claim or Interest has been listed in the Schedules as zero or as Disputed, contingent or unliquidated, (D) no corresponding Claim or Interest has been listed in the Schedules or (E) such Claim or Interest is reflected as zero or as unliquidated or contingent in the Proof of Claim or Interest Filed in respect thereof. "DISPUTED CLAIM" means a Claim, or any portion thereof, that is Disputed. "DISPUTED INTEREST" means an Interest, or any portion thereof, that is Disputed. "DISTRIBUTION DATE" means the date or dates on which a Holder of an Allowed Claim or Allowed Interest shall receive a distribution of Property under the terms of the Plan. "EFFECTIVE DATE" means the Business Day that is no more than fifteen (15) Calendar Days following the date on which the Confirmation Order becomes a Final Order; provided, however, that the Debtor and Berjaya may waive the requirement that the Confirmation Order have become a Final Order and cause the Effective Date to occur as soon as reasonably practicable after entry of the Confirmation Order. "EFFECTIVE DATE PAYMENTS" has the meaning set forth in SECTION 4.01 of the Plan. "EMPLOYMENT AGREEMENTS" means the Employment Agreements referred to in SECTION 7.06 of the Plan. "ENTITY" means any individual, corporation, limited or general partnership, joint venture, association, joint stock company, limited liability company, estate, entity, trust, trustee, United States Trustee, unincorporated organization, government, governmental unit (as defined in the Bankruptcy Code), agency or political subdivision thereof. "ESTATE" means the estate created in this Chapter 11 Case pursuant to section 541 of the Bankruptcy Code upon commencement of the Chapter 11 Case. "EXCESS CASH FLOW" means, without duplication, with respect to any Fiscal Year of RHG, sixty percent (60%) of the following: net income plus (a) depreciation, amortization and interest expense to the extent deducted in determining net income, plus (b) net decreases or minus net increases (as the case may be) in Working Capital, minus (c) Capital Expenditures during such fiscal year (excluding the financed portion thereof), minus (d) interest expense paid or accrued and principal payments paid or payable in respect of indebtedness for borrowed money or otherwise under the Plan, plus or minus (as the case may be) (e) non-recurring gains or -7- losses which are cash items not included in the calculation of net income, minus (f) any mandatory prepayment paid in cash, plus (g) taxes deducted in determining net income to the extent not paid for in cash, minus (h) cash payments in connection with the Plan the expenses for which were accrued in a Fiscal Year prior to Fiscal Year 2003. For purposes of this definition, "Working Capital" means current assets minus current liabilities as determined or certified by Reorganized RHG's independent certified public accountant. "FFC" means GE Capital Franchise Finance Corporation, a secured creditor of the Debtor. "FILE, FILED OR FILING" means file, filed or filing with the Bankruptcy Court in the Chapter 11 Case; provided, however, that with respect to Proofs of Claim and Proofs of Interest only, Filed shall mean delivered and received in the manner provided in the Bar Date Order or the order approving the Administrative Expense Claims Bar Date. "FINAL DECREE" means the final decree entered by the Bankruptcy Court after the Effective Date and pursuant to section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022. "FINAL ORDER" means an order, ruling, judgment or other decree issued and entered by the Bankruptcy Court or by any state or other federal court or other court of competent jurisdiction which has not been reversed, vacated, stayed, modified or amended and as to which (i) the time to appeal or petition for review, rehearing, certiorari, reargument or retrial has expired and as to which no appeal or petition for review, rehearing, certiorari, reargument or retrial is pending or (ii) any appeal or petition for review, rehearing, certiorari, reargument or retrial has been finally decided and no further appeal or petition for review, rehearing, certiorari, reargument or retrial can be taken or granted. "FINOVA" means Finova Capital Corporation, a secured creditor of the Debtor. "FINOVA DEFICIENCY CLAIM" has the meaning set forth in SECTION 3.06(B) of the Plan. "FINOVA INTEREST RATE" has the meaning set forth in SECTION 3.06(B) of the Plan. "FINOVA SECURED CLAIM" has the meaning set forth in SECTION 3.06(B) of the Plan. "FINOVA SECURED NOTE" has the meaning set forth in SECTION 3.06(B) of the Plan. "FIRST UNION" means First Union National Bank, a secured creditor of the Debtor. "FISCAL YEAR" means the fiscal year of the Reorganized Debtor ended on or about April 30 of each year. "FLEET" means Fleet Capital Corp., a secured creditor of the Debtor. "GAP CLAIM" means any Unsecured Claim arising after the Petition Date and prior to the Order for Relief Date that is entitled to priority pursuant to Section 507(a)(2) of the Bankruptcy Code. -8- "GECC" means General Electric Capital Corp., a secured creditor of the Debtor. "HOLDER" means the legal or Beneficial Holder of a Claim or Interest (and, when used in conjunction with a Class or type of Claim or Interest, means a Holder of a Claim or Interest in such Class or of such type). "ICON" means Icon Funding Group, a secured creditor of the Debtor. "IMPAIRED" means, when used with reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. "IMPAIRED CLAIM" means a Claim which is Impaired. "IMPAIRED INTEREST" means an Interest which is Impaired. "INDENTURE TRUSTEE" means, as applicable, the indenture trustee for the New Secured Notes or the indenture trustee for the New Unsecured Notes. "INTEREST OBJECTION DEADLINE" means, unless extended by the Court, the date to be set by Order of the Bankruptcy Court for filing objections to Interests. "INTERESTS" means any and all equity interests, ownership interests or shares in the Debtor and issued by the Debtor (or its predecessors) prior to the Petition Date (including, without limitation, all capital stock, stock certificates, common stock, preferred stock, partnership interests, rights, options, warrants, contingent warrants, convertible or exchangeable securities, investment securities, subscriptions or other agreements and contractual rights to acquire or obtain such an interest or share in the Debtor, partnership interests in the Debtor's stock appreciation rights, conversion rights, repurchase rights, redemption rights, dividend rights, preemptive rights and liquidation preferences, puts, calls or commitments of any character whatsoever relating to any such equity, ownership interests or shares of capital stock of the Debtor or obligating the Debtor to issue, transfer or sell any shares of capital stock) whether or not certificated, transferable, voting or denominated "stock" or a similar security. "INVOLUNTARY PETITION DATE" means January 18, 2002, the date upon which CNL filed this Involuntary Petition under Chapter 11 of the United States Code. "KEY" means Key Corp Leasing, Ltd., a secured creditor of the Debtor. "LIENS" means, with respect to any asset or Property (or the rents, revenues, income, profits or proceeds therefrom), and in each case, whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise: (a) any and all mortgages, liens, pledges, attachments, charges, leases evidencing a capitalizable lease obligation, conditional sale or other title retention agreement, or other security interest or encumbrance or other legally cognizable security devices of any kind in respect of any asset or Property, or upon the rents, revenues, income, profits or proceeds therefrom; or (b) any arrangement, express or implied, under which any Property is transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment -9- of debt or performance of any other obligation in priority to the payment of general unsecured Creditors. "LYON" means Lyon Credit Corp., a secured creditor of the Debtor. "NEW COMMON STOCK" means 100% of the common stock of Reorganized Roadhouse Grill, Inc. to be issued on the Effective Date. "NEWCOURT" means Newcourt Financial USA, Inc., a secured creditor of the Debtor. "NEW SECURED NOTES" has the meaning set forth in SECTION 3.07 of the Plan. "NEW UNSECURED NOTES" has the meaning set forth in SECTION 3.07 of the Plan. "OBJECTION" means any objection, application, motion, complaint or any other legal proceeding seeking, in whole or in part, to Disallow, determine, liquidate, classify, reclassify or establish the priority of, expunge, subordinate or estimate any Claim (including the resolution of any request for payment of any Administrative Expense Claim) or Interest other than a Claim or an Interest that is Allowed. "OLD COMMON STOCK" means the presently outstanding and issued common stock of Roadhouse Grill, Inc. (9,708,741 shares). "ORDER FOR RELIEF DATE" means April 16, 2002, the date the order for relief was entered by the Bankruptcy Court in this Chapter 11 Case. "ORIX" means Orix USA Corporation, a secured creditor of the Debtor. "PACIFIC" means Pacific Financial Company, a secured creditor of the Debtor. "PERSON" means and includes a natural person, individual, partnership, corporation (as defined in section 101 of the Bankruptcy Code), or organization including, without limitation, corporations, limited partnerships, limited liability companies, general partnerships, joint ventures, joint stock companies, trusts, land trusts, business trusts, unincorporated organizations or associations, or other organizations, irrespective of whether they are legal entities, governmental bodies (or any agency, instrumentality or political subdivision thereof), or any other form of legal entities; provided, however, "Person" does not include governmental units, except that a governmental unit that (A) acquires an asset from a Person (i) as a result of the operation of a loan guarantee agreement or (ii) as receiver or liquidating agent of a Person; (B) is a guarantor of a pension benefit payable by or on behalf of a Debtor or an Affiliate of a Debtor of; or (C) is the legal or beneficial owner of an asset of (i) an employee pension benefit plan that is a governmental plan, as defined in section 414(d) of the Internal Revenue Code of 1986 or (ii) an eligible deferred compensation plan, as defined in section 457(b) of the Internal Revenue Code of 1986, shall be considered for purposes of section 1102 of the Bankruptcy Code to be a Person with respect to such asset or such benefit. "PETITION DATE" means January 18, 2002. -10- "PETITIONING CREDITORS" means CNL, the creditors that filed the Involuntary Chapter 11 Petition against the Debtor on January 18, 2002. "PLAN" means the Debtor's Second Amended and Restated Chapter 11 Plan of Reorganization As Modified, dated June 12, 2002, including all exhibits, appendices, schedules and annexes, if any, attached thereto, as such Plan may be altered, amended, supplemented or modified from time to time in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Confirmation Order and the terms and conditions of SECTION 15.04 of the Plan. "PLAN DOCUMENTS" means the Debtor's Second Amended and Restated Plan of Reorganization As Modified, dated June 12, 2002, including all exhibits attached. "PLAN PROPONENT" means the Debtor. "POST-CONFIRMATION PAYMENTS" means those payments to Holders of Allowed Claims after the Confirmation of the Plan. "POST-PETITION DEBT" means Claims arising on or after January 18, 2002. "PRE-PETITION DEBT" means claims arising before January 18, 2002. "PRIME RATE" means the "Prime Rate" reported from time to time in the "Money Rates" section of The Wall Street Journal, or if not therein reported, as reported in similar financial journals of national circulation from time to time. "PRIORITY CLAIMS" means Priority Tax Claims and Priority Non-Tax Claims. "PRIORITY TAX CLAIM" means any and all Claims given priority in payment pursuant to section 507(a)(8) of the Bankruptcy Code. "PRIORITY NON-TAX CLAIM" means any and all Claims given priority in payment pursuant to section 507 of the Bankruptcy Code, but not including Priority Tax Claims, Administrative Expense Claims and claims under section 507(a)(2) of the Bankruptcy Code. "PROFESSIONALS" means any professional employed in this Chapter 11 Case pursuant to sections 327 or 1103 of the Bankruptcy Code or to be compensated pursuant to sections 327, 328, 330, 331, 503(b)(2), (3) or (4) or 1103 of the Bankruptcy Code. "PROFESSIONAL CLAIM" means a claim for compensation and/or reimbursement of expenses pursuant to sections 327, 328, 330, 331 or 503(b) of the Bankruptcy Code relating to services rendered on and after the Petition Date and prior to and including the Effective Date in connection with an application made to the Bankruptcy Court in the Chapter 11 Case. "PROOF OF CLAIM" means any proof of Claim Filed with the Bankruptcy Court with respect to the Debtor pursuant to Bankruptcy Rules 3001 or 3002. -11- "PROOF OF INTEREST" means any proof of Interest Filed with the Bankruptcy Court with respect to the Debtor pursuant to Bankruptcy Rule 3002. "PROPERTY" means all assets or property of the Debtor's Estate of any nature whatsoever, real or personal, tangible or intangible, including contract rights, accounts and Causes of Action, previously or now owned by the Debtor, or acquired by the Debtor's Estate, as defined in section 541 of the Bankruptcy Code, including, without limitation, the Assets. "PRO RATA" or "PRO RATA SHARE" means, with respect to any distribution to a Class under the Plan, proportionate sharing pursuant to which the ratio of the amount distributed on account of an Allowed Claim or an Allowed Interest to the amount of such Allowed Claim or Allowed Interest is the same as the ratio of the total amount distributed to such Class to the total amount of all Allowed Claims and Disputed Claims or Allowed Interests and Disputed Interests in such Class. "REINSTATED" or "REINSTATEMENT" means (i) leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the Holder of such Claim so as to leave such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code, or (ii) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default (a) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (b) reinstating the maturity of such Claim as such maturity existed before such default; (c) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; and (d) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitled the Holder of such Claim; provided, however, that any contractual right that does not pertain to the payment when due of principal and interest on the obligation on which such Claim is based, including, but not limited to, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, and affirmative covenants regarding corporate existence or which prohibit certain transactions or actions contemplated by the Plan, or conditioning such transactions or action on certain factors, shall not be required to be reinstated in order to accomplish Reinstatement. "REORGANIZED DEBTOR" means the Debtor on or after entry of the Confirmation Order and, thereafter, subject to the occurrence of the Effective Date. "REORGANIZED RHG" means Roadhouse Grill, Inc. on or after entry of the Confirmation Order and, thereafter, subject to the occurrence of the Effective Date. "RHG" means Roadhouse Grill, Inc. "SCHEDULES" means the Schedules, Statements and Lists Filed by the Debtor, with the Bankruptcy Court pursuant to section 521(1) of the Bankruptcy Code and Bankruptcy Rule 1007, if such documents are Filed, as they have been or may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009 or orders of the Bankruptcy Court. "SECURED CLAIM" means any Claim (including, as applicable, any unpaid interest on such Claim, and any reasonable attorneys' fees, costs or charges provided for under the agreement -12- under which such Claim arose) that is (a) secured in whole or part by a Lien which is valid, perfected and enforceable under applicable law on Property in which the Estate has an interest and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, or (b) subject to setoff under section 553 of the Bankruptcy Code, but, with respect to both case (a) and (b), only to the extent of the value of the Holder's interest in the Estate's interest in the assets or Property securing any such Claim or the amount subject to setoff, as the case may be, including, without limitation, the DIP Financing Obligations. "SOLICITATION" means the solicitation by the Debtor that includes the Disclosure Statement and related materials and, where appropriate, the Ballots. "TAX" means any tax, charge, fee, levy, impost or other assessment by any federal, state, local or foreign governmental authority, including, without limitation, income, excise, property, sales, transfer, employment, payroll, franchise, profits, license, use, ad valorem, estimated, severance, stamp, occupation and withholding tax, together with any interest, penalties, fines or additions attributable to, imposed on, or collected by any such federal, state, local or foreign governmental authority. "TINSLEY" means Tinsley Advertising and Marketing, Inc., an unsecured creditor of the Debtor. "UNCLAIMED PROPERTY" means any distribution of Cash or any other Property made to the Holder of an Allowed Claim pursuant to the Plan that (a) is returned to the Debtor as undeliverable and no appropriate forwarding address is received within the later of (y) one (1) year after the Effective Date and (z) one (1) year after distribution is made to such Holder or (b) in the case of a distribution made in the form of a check, is not negotiated and no request for reissuance is made as provided for in SECTION 6.05 of the Plan. "UNIMPAIRED" means any Claim or Interest that is not Impaired within the meaning of section 1124 of the Bankruptcy Code. "UNITED STATES TRUSTEE" or "UST" means the United States Trustee appointed under section 581(a)(3) of title 28 of the United States Code to serve in the Chapter 11 Case. "UNSECURED CLAIM" means any Pre-Petition Claim (but not an Administrative Expense Claim, Priority Tax Claim, Secured Claim, or Priority Non-Tax Claim), including, but not limited to: (a) any claim arising from the rejection of an executory contract or unexpired lease under section 365 of the Bankruptcy Code, and (b) any Deficiency Claim. "U.S. TRUSTEE'S FEE CLAIMS" means any fees assessed against the Debtor's Estate pursuant to section 1930(a)(6) of title 28 of the United States Code. "VOTING TERMINATION DATE" means the date and time fixed by the Bankruptcy Court by which Ballots must have been filed to be counted. "WOHL" means Louis Wohl & Sons, Inc., a secured creditor of the Debtor. "WORKING CAPITAL" has the meaning set forth in the definition of "EXCESS CASH FLOW". -13- Section 15.02 RULES OF INTERPRETATION. Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter. Except as expressly stated or shown, the words "herein," "hereof," "hereto," "hereunder," and other words of similar import refer to the Plan as a whole and not to any particular paragraph, subparagraph, or clause contained in the Plan. The words "includes" and "including" are not limiting and mean that the things specifically identified are set forth for purposes of illustration, clarity or specificity and do not in any respect qualify, characterize or limit the generality of the class within which such things are included. The captions and headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof. Any term used in the Plan that is not defined in the Plan, either in Article I hereof or elsewhere, but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in (and shall be construed in accordance with the rules of construction under) the Bankruptcy Code or the Bankruptcy Rules (with the Bankruptcy Code controlling in the case of a conflict or ambiguity). Without limiting the preceding sentence, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan, unless superseded herein. To the extent that the description of any Plan Document is inconsistent with the actual terms or conditions of such Plan Document, the terms and conditions of the Plan Document shall control. Section 15.03 TIME COMPUTATIONS. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. Section 15.04 EXHIBITS. All Exhibits to the Plan and the Disclosure Statement are incorporated into and are a part of the Plan as if set forth in full herein, regardless of when Filed. ARTICLE XVI CLASSIFICATION OF CLAIMS AND INTERESTS Section 16.01 GENERALLY. Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims and Interests in the Chapter 11 Case. A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of the Class and is classified in a different Class to the extent the Claim or Interest qualifies within the description of that different Class. A Claim or Interest is placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim or an Allowed Interest in that Class and such Claim or Interest has not been paid, released, settled or otherwise satisfied prior to the Effective Date. Section 16.02 UNCLASSIFIED CLAIMS. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims are not classified and are excluded from the Classes designated in this Article II of the Plan. The treatment afforded Administrative Expense Claims and Priority Tax Claims is set forth in Article III of the Plan. Section 16.03 UNIMPAIRED CLASSES. The Plan classifies the following Unimpaired Claims that are not entitled to vote on the Plan. Pursuant to section 1126(f) of the Bankruptcy -14- Code, each Holder of a Claim in the following Classes is conclusively presumed to have accepted the Plan in respect of such Claims. Accordingly, Holders of Claims in such Classes are not entitled to vote to accept or reject the Plan and the votes of such Holders are not being solicited in connection with the Plan. Such Claims against the Debtor are classified as follows: d. Class 1.1 Claims, which shall consist of all Priority Non-Tax Claims ("CLASS 1.1 CLAIMS" or "PRIORITY NON-TAX CLAIMS"); and e. Class 1.2 Claims, which shall consist of all GAP Claims, which are technically unclassified and placed in "Class 1.2" for administrative convenience only. Class 1.2 GAP Claims are entitled to payment in full of their Allowed Claims under the Code on the Effective Date of the Plan. ("CLASS 1.2 CLAIMS" OR "GAP CLAIMS"); and f. Class 2.3 Claims, which shall consist of all Secured Claims of First Union, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.3 CLAIMS"). Section 16.04 IMPAIRED CLASSES ENTITLED TO VOTE. For the purpose of voting and all Confirmation matters, the Plan classifies certain Claims as Impaired Claims and certain Interests as Impaired Interests under the Plan. Such Claims against and Interests in the Debtor are classified as follows: a. Class 2.1 Claims, which shall consist of the secured, superpriority Claims of the Berjaya DIP Financing Group under the DIP Facility ("CLASS 2.1 CLAIMS"); and b. Class 2.2 Claims, which shall consist of all Secured Claims of Finova, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.2 CLAIMS"); and c. Class 2.4 Claims, which shall consist of all Secured Claims of FFC, which secured claims are deemed Allowed by the Plan ("CLASS 2.4 CLAIMS"). d. Class 2.5 Claims, which shall consist of all Secured Claims of Lyon Credit Corp., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.5 CLAIMS"); and e. Class 2.6 Claims, which shall consist of all Secured Claims in which both Icon Funding Corp. and Lyon Credit Corp. hold an interest, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.6 CLAIMS"); and f. Class 2.7 Claims, which shall consist of all Secured Claims of Pacific Finance Company, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.7 CLAIMS"); and -15- g. Class 2.8 Claims, which shall consist of all Secured Claims of AT&T Commercial Finance, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.8 CLAIMS"); and h. Class 2.9 Claims, which shall consist of all Secured Claims of Louis Wohl & Sons, Inc., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.9 CLAIMS"); and i. Class 2.10 Claims, which shall consist of all Secured Claims of Newcourt Financial USA, Inc., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.10 CLAIMS"); and j. Class 2.11 Claims, which shall consist of all Secured Claims of General Electric Capital Corp., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.11 CLAIMS"); and k. Class 2.12 Claims, which shall consist of all Secured Claims of General Electric Capital Corp. and Colonial Pacific, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.12 CLAIMS"); and l. Class 2.13 Claims, which shall consist of all Secured Claims of Orix USA Corporation, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.13 CLAIMS"); and m. Class 2.14 Claims, which shall consist of all Secured Claims of The CIT Group Equipment Financing, Inc., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.14 CLAIMS"); and n. Class 2.15 Claims, which shall consist of all Secured Claims of The CIT Group, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.15 CLAIMS"); and o. Class 2.16 Claims, which shall consist of all Secured Claims of Sovereign Bank, which Secured Claims are deemed Allowed by the Plan("CLASS 2.16 CLAIMS"); and p. Class 2.17 Claims, which shall consist of all Secured Claims of Fleet Capital Corp., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.17 CLAIMS"); and q. Class 2.18 Claims, which shall consist of all Secured Claims of BancOne Leasing Corp., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.18 CLAIMS"); and r. Class 2.19 Claims, which shall consist of all Secured Claims of Key Corp. Leasing, Ltd., which Secured Claims are deemed Allowed by the Plan ("CLASS 2.19 CLAIMS"). -16- s. Class 2.20 Claims, which shall consist of Other Secured Claims, which Secured Claims are deemed Allowed by the Plan ("CLASS 2.20 CLAIMS"). t. Class 2.21 Claims, which consist of the pre-petition secured claim of Berjaya in the principal amount of $1,500,000. u. Class 3.1 Claims, which shall consist of all Unsecured Claims other than Convenience Class Claims and Class 4 Claims ("CLASS 3.1 CLAIMS" or "UNSECURED CLAIMS"); and v. Class 3.2 Claims, which shall consist of all Convenience Class Claims, which are general unsecured claims of $10,000.00 or less and larger claims which the holders are willing to reduce to $10,000.00 ("CLASS 3.2 CLAIMS or CONVENIENCE CLASS CLAIMS"); and w. Class 4 Claims, which shall consist of all Claims against the Debtor arising from the purchase or sale of a security of the Debtor, including, without limitation, the Claims asserted in the Class Action and all Claims for reimbursement or contribution Allowed on account of such Claims ("CLASS 4 CLAIMS"). x. Class 5 Interests, which shall consist of the Old Common Stock. Section 16.05 IMPAIRED CLASSES NOT ENTITLED TO VOTE. Class 6 Interests shall consist of all Interests other than the Old Common Stock. Because the Holders of Class 6 Interests will neither receive nor retain any property under the Plan on account of their Class 6 Interests, they are deemed not to have accepted the Plan and will not be entitled to vote to accept or reject the Plan. ARTICLE XVII PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND INTERESTS Section 17.01 SATISFACTION OF CLAIMS AND INTERESTS. The treatment of and consideration to be received by Holders of Allowed Claims or Allowed Interests pursuant to this Article III and the Plan shall be in full satisfaction, settlement, release, extinguishment and discharge of their respective Claims against or Interests in the Debtor and the Debtor's Estate, except as otherwise provided in the Plan or the Confirmation Order. Section 17.02 CLASSES OF UNCLASSIFIED, UNIMPAIRED AND IMPAIRED CLAIMS AND INTERESTS. Administrative Expense Claims and Priority Tax Claims are treated in accordance with section 1129(a)(9)(A) and section 1129(a)(9)(C) of the Bankruptcy Code, respectively. Such Claims are Unimpaired under the Plan and are not designated as Classes of Claims, in accordance with section 1123(a)(1), for purposes of the Plan and for purposes of sections 1123, 1124, 1126 and 1129 of the Bankruptcy Code. In addition, Class 1.1, Class 1.2, and Class 2.3 are presently classified as Classes of Claims that are Unimpaired. In accordance with section 1126(f) of the Bankruptcy Code, such Classes are conclusively presumed to have accepted the Plan and the Debtor is not required to solicit acceptances of the Plan from the holders of claims -17- in these classes. Class 2.1, Class 2.2, Class 2.4, Class 2.5, Class 2.6, Class 2.7, Class 2.8, Class 2.9, Class 2.10, Class 2.11, Class 2.12, Class 2.13, Class 2.14, Class 2.15, Class 2.16, Class 2.17, Class 2.18, Class 2.19, Class 2.20, Class 2.21, Class 3.1, Class 3.2, Class 4 and Class 5 are Impaired and are entitled to vote to accept or reject the Plan. Class 6 is Impaired and is deemed not to have accepted the Plan because Holders of Class 6 Interests will neither receive nor retain any property under the Plan. TREATMENT OF CLAIMS: Section 17.03 ADMINISTRATIVE EXPENSE CLAIMS. Administrative Expense Claims are Unimpaired. Unless otherwise provided for herein, each Holder of an Allowed Administrative Expense Claim shall receive, at the option of the Reorganized Debtor, either: (A) Cash payment, in an amount equal to the unpaid amount of the Allowed Administrative Expense Claim, on or as soon as reasonably practicable after the later of: (i) the Effective Date, (ii) the date that is ten (10) Business Days following the date on which such Administrative Expense Claim becomes Allowed, after entry of a Final Order, and (iii) a date agreed to by the Debtor or Reorganized Debtor and the Holder of such Administrative Expense Claim; or (B) such other treatment on such other terms and conditions as may be agreed upon in writing by the Holder of such Claim and the Debtor or Reorganized Debtor, or as the Bankruptcy Court has ordered or may order; provided, however, that Allowed Administrative Expense Claims representing (a) liabilities, accounts payable or other Claims, liabilities or obligations incurred in the ordinary course of the business of the Debtor consistent with past practices subsequent to the Petition Date, and (b) contractual liabilities arising under unsecured loans, credit arrangements or for product or services advanced to the Debtor, whether or not incurred in the ordinary course of business of the Debtor subsequent to the Petition Date, shall be paid or performed by the Debtor or the Reorganized Debtor, as the case may be, in accordance with the terms and conditions of the particular transaction(s) relating to such liabilities and any agreements relating thereto. Notwithstanding any contract provision or applicable law, or otherwise, that entitles a Holder of an Allowed Administrative Expense Claim to post-petition interest, no Allowed Administrative Expense Claim shall receive post-petition interest on account of such Claim. The Reorganized Debtor shall have the right, in its sole discretion, to prepay at any time any Allowed Administrative Expense Claim without premium or penalty of any sort or nature. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED ADMINISTRATIVE EXPENSE CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED ADMINISTRATIVE EXPENSE CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. All payments and treatment under this section will be made in accordance with the priority provided under the Bankruptcy Code, or as may be otherwise ordered by the Bankruptcy Court. Section 17.04 PRIORITY TAX CLAIMS. Priority Tax Claims are Unimpaired. Each Holder of an Allowed Priority Tax Claim shall receive, at the option of the Reorganized Debtor, either (A) Cash payment, in an amount equal to the unpaid amount of the Allowed Priority Tax Claim, on or as soon as reasonably practicable after the later of: (i) the Effective Date, (ii) the date that is ten (10) Business Days after the date on which such Claim becomes an Allowed Priority Tax Claim, after entry of a Final Order, and (iii) a date agreed to by the Debtor or -18- Reorganized Debtor and the Holder of such Priority Tax Claim; (B) such other treatment on such other terms and conditions as may be agreed upon in writing by the Holder of such Claim and the Debtor or Reorganized Debtor, or as the Bankruptcy Court has ordered or may order; or (C) equal Cash payments from the Reorganized Debtor made on the last Business Day of every Calendar Quarter following the Effective Date, over a period not exceeding six (6) years after the assessment of the tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any outstanding balance from the Effective Date calculated at the interest rate publicly quoted on the Effective Date for obligations backed by the full faith and credit of the United States of America maturing in ninety (90) days. The Reorganized Debtor shall have the right, in its sole discretion, to prepay at any time any Allowed Priority Tax Claim without premium or penalty of any sort or nature. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED PRIORITY TAX CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED PRIORITY TAX CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. All payments and treatment under this section will be made in accordance with the priority provided under the Bankruptcy Code, or as may be otherwise ordered by the Bankruptcy Court. Section 17.05 CLASS 1 PRIORITY NON-TAX CLAIMS: All Allowed Priority Non-Tax Claims shall be treated as follows: a. CLASS 1.1 (ALLOWED PRIORITY NON-TAX CLAIMS). Class 1.1 Claims are Unimpaired. Each Holder of an Allowed Class 1.1 Claim shall receive, at the option of the Reorganized Debtor, either (A) Cash payment, in an amount equal to the unpaid amount of the Allowed Class 1.1 Claim, on or as soon as reasonably practicable after the later of: (i) the Effective Date, (ii) the date that is ten (10) Business Days after the date on which such Claim becomes an Allowed Class 1.1 Claim, after entry of a Final Order, or (iii) a date agreed to by the Debtor and the Holder of such Class 1.1 Claim; or (B) such other treatment on such other terms and conditions as may be agreed upon in writing by the Holder of such Claim and the Debtor or Reorganized Debtor, or as the Bankruptcy Court has ordered or may order. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 1.1 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 1 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. All payments and treatment under this section will be made in accordance with the priority provided under the Bankruptcy Code, or as may be otherwise ordered by the Bankruptcy Court. b. CLASS 1.2 CLAIMS (GAP CLAIMS) Class 1.2 Claims are Unimpaired. Each Holder of an Allowed Class 1.2 Claim shall receive, at the option of the Reorganized Debtor, either (A) Cash payment, in an amount equal to the -19- unpaid amount of the Allowed Class 1.2 Claim, on or as soon as reasonably practicable after the later of: (i) the Effective Date, (ii) the date that is ten (10) Business Days after the date on which such Claim becomes an Allowed Class 1.2 Claim, after entry of a Final Order, or (iii) a date agreed to by the Debtor and the Holder of such Class 1.2 Claim; or (B) such other treatment on such other terms and conditions as may be agreed upon in writing by the Holder of such Claim and the Debtor or Reorganized Debtor, or as the Bankruptcy Court has ordered or may order. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 1.2 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 1.2 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. All payments and treatment under this section will be made in accordance with the priority provided under the Bankruptcy Code, or as may be otherwise ordered by the Bankruptcy Court. Section 17.06 CLASS 2 - SECURED CLAIMS. Allowed Secured Claims shall be treated as follows (provided, however, that if the Holder of a Claim classified in Class 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18 or 2.19 rejects the Plan and it is determined that the operative document(s) giving rise to the Claim constitutes a true lease, the Debtor reserves the right to treat the Claim in the manner set forth in Article VII): a. CLASS 2.1 (THE BERJAYA DIP FINANCING GROUP). Class 2.1 Claims are Impaired. In full satisfaction of the DIP Financing Obligations outstanding on the Effective Date, the Berjaya DIP Financing Group shall receive the number of shares of New Common Stock which is calculated by dividing (x) the amount of the DIP Financing Obligations outstanding on the Effective Date by (y) $.32. SATISFACTION OF THE DIP FINANCING OBLIGATIONS BY THE DEBTOR PURSUANT TO THIS SUBSECTION SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.1 CLAIM AND BERJAYA AND THE OTHER MEMBERS OF THE BERJAYA DIP FINANCING GROUP WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR, AND ITS PROPERTIES AND ASSETS. Upon satisfaction of the outstanding DIP Financing Obligations by the Reorganized Debtor pursuant to this subsection, all Liens in favor of the DIP Lender in the assets or property of the Debtor or the Reorganized Debtor shall be released. b. CLASS 2.2 (FINOVA). Class 2.2 Claims are Impaired and shall be treated as follows: (v) Finova will have an allowed secured claim in the amount of $24,800,000 (the "Finova Secured Claim"). The balance of Finova's pre-petition claim (the "Finova Deficiency Claim") shall -20- be classified with, and receive the same treatment as, general unsecured claims against the Debtor. (vi) Finova will receive under the Plan, in respect of the Finova Secured Claim, a note (the "Finova Secured Note") in the principal amount of the Finova Secured Claim, bearing interest fixed at the greater of (x) nine percent (9%) per annum or (y) a rate of 460 basis points (4.60%) above the ten year treasury rate (as published in the "Wall Street Journal") on the Effective Date (the "Finova Interest Rate") payable in equal monthly installments from the Effective Date, based on an amortization period of 132 months, with the principal balance and all accrued unpaid interest to be paid in full at the end of 96 months. (vii) In addition, if Excess Cash Flow for a Fiscal Year equals or exceeds $100,000, a mandatory prepayment shall be made on the Finova Note, on August 31 of the succeeding Fiscal Year, in the amount of Finova's ratable share of such Excess Cash Flow. If positive Excess Cash Flow for a Fiscal Year is less than $100,000, it shall be carried over to succeeding Fiscal Years until such time as cumulative undistributed Excess Cash Flow exceeds $100,000, whereupon it shall be included in the mandatory prepayment required on the applicable mandatory prepayment date. Finova's ratable share of Excess Cash Flow shall be calculated by multiplying the amount of Excess Cash Flow available for payment by a fraction, the numerator of which shall be (x) the outstanding principal amount of the Finova Secured Note and the denominator of which shall be (y) the sum of the outstanding principal amounts on the Finova Secured Note, the New Secured Notes and the New Unsecured Notes as of the end of the immediately preceding Fiscal Year. (viii) The Finova Secured Note will be secured by (1) all of Finova's currently existing collateral; (2) the Roadhouse Grill(R) trademark, and (3) the inventory at the locations which have been mortgaged to Finova. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.2 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.2 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. c. CLASS 2.3 (FIRST UNION NATIONAL BANK, "FIRST UNION"). Class 2.3 Claims are Unimpaired. The legal, equitable and contractual rights of First Union -21- will remain unaltered. Any defaults other than ipso facto defaults will be cured on the Effective Date. d. CLASS 2.4 (GE CAPITAL FRANCHISE FINANCE CORPORATION, "FFC"). Class 2.4 Claims are Impaired. Before the filing of the Chapter 11 case, RHG entered into lease and financing arrangements with FFC with respect to several locations. The arrangements with respect to four of the locations - Panama City, Florida, Orlando, Florida, Reynoldsburg, Ohio and Columbus, Ohio - were structured as leases from FFC to RHG. The arrangement with respect to the Port Richey, Florida location was structured as a mortgage loan from FFC to RHG. The Titusville, Florida transaction was structured as a mortgage loan to a third-party unrelated to RHG, which leased the location to RHG. These arrangements are to be restructured as follows: (i) The Orlando, Florida location has been closed, and the lease will be rejected. (ii) Notwithstanding RHG's defaults, FFC will advance the final disbursements with respect to construction at the Titusville and Port Richey, Florida locations. (iii) RHG will convey the Port Richey, Florida location to FFC and, thereafter, lease the property from FFC. (iv) FFC will acquire the fee in the Titusville, Florida location and lease the location to RHG. (v) RHG and FFC will enter into a Master Lease with respect to the Titusville, Panama City, Port Richey, Reynoldsburg and Columbus locations at a blended rental rate based on the interest rate of the prior mortgage loans and the lease factor employed in the prior lease transactions. (vi) FCC will seek to sell the Orlando property and a property located in Davie, Florida that formerly was owned by an RHG affiliate. In the event that FFC receives net proceeds in excess of its original unamortized investments in such properties, such excess shall be taken into consideration in the establishment of the Master Lease rent. (vii) In the event the transactions described above are effected before Confirmation of the Plan, the Master Lease will be deemed to have been assumed by Reorganized RHG. -22- e. CLASS 2.5 (LYON CREDIT CORP., "LYON", AS ASSIGNEE OF PACIFIC FINANCIAL COMPANY ) Class 2.5 Claims are Impaired. Lyon Secured Claims (which are structured as leases) shall be treated as follows: (i) Lyon will retain its lien on personal property consisting of furniture, fixtures and equipment located at 905 Ernest Barrett Parkway, Kennesaw, GA ("Collateral"). (ii) Any arrearage existing on the obligation secured by the Collateral as of the Effective Date shall be added to the term of the obligation as additional monthly payments due under the contract, in effect, extending the term of the contract. (iii) All defaults under the contract shall be deemed cured as of the Effective Date. (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.5 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.5 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. f. CLASS 2.6 (ICON FUNDING CORP., "ICON", AS ASSIGNEE OF PACIFIC FINANCIAL COMPANY) Class 2.6 Claims are Impaired. Icon Secured Claims (which are structured as leases) shall be treated as follows: (vi) Icon will retain its liens on personal property consisting of furniture, fixtures and equipment located at the following locations ("Collateral"): (1) 1894 Beach Blvd., Biloxi, MS (2) 317 Haywood Rd., Greenville, SC (3) 1635 Penfield Rd., Rochester, NY (4) 301 Park Terr., Columbia, SC (vii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. -23- (viii) All defaults under the contract shall be deemed cured as of the Effective Date. (ix) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.6 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.6 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. g. CLASS 2.7 (PACIFIC FINANCIAL COMPANY, "PACIFIC"). Class 2.7 Claims are Impaired. Pacific Secured Claims (which are structured as leases) shall be treated as follows: (vi) Pacific will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 1700 Evans Rd., Melbourne, FL (2) 3704 Shackleford Rd., Duluth, GA (3) 3513 S. McKinley Pkwy, Hamby, NC (4) 20435 St. Road 7, Boca Raton, FL (5) 9250 Schuize Dr., West Chester, OH -24- (6) 709 Desoto Cove (Hwy 320), Hornlake, MS (vii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (viii) All defaults under the contract shall be deemed cured as of the Effective Date. (ix) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.7 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.7 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. h. CLASS 2.8 (AT&T COMMERCIAL FINANCE, "AT&T", AS ASSIGNEE OF PACIFIC FINANCIAL COMPANY). Class 2.8 Claims are Impaired. AT&T Secured Claims (which are structured as leases) shall be treated as follows: (vi) AT&T will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 1650 Wells Rd., Orange Park, FL -25- (2) 215 O'Neil Ct., Columbia, SC (3) 3940 Lyman Dr., Hilliard, OH (4) 9750 Cortana Place, Baton Rouge, LA (5) 6150-A Airport Blvd., Mobile, AL (vii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (viii) All defaults under the contract shall be deemed cured as of the Effective Date. (ix) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.8 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.8 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. i. CLASS 2.9 (LOUIS WOHL & SONS, INC., "WOHL") Class 2.9 Claims are Impaired. Wohl Secured Claims shall be treated as follows: -26- (i) Wohl will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) Volusia Shopping Center, Daytona Beach, FL (ii) Any arrearage existing on the obligations secured by the Collateral as of the Effective Date shall be added to the term of the obligation as additional monthly payments due under the contract, in effect, extending the term of the contract. (v) All defaults under the contract shall be deemed cured as of the Effective Date. (vi) All other terms and conditions of the contract, except for the payment term, shall remain the same. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.9 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.9 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. j. CLASS 2.10 (NEWCOURT FINANCIAL USA, INC., "NEWCOURT", AS ASSIGNEE OF PACIFIC FINANCIAL COMPANY). Class 2.10 Claims are Impaired. Newcourt Secured Claims (which are structured as leases) shall be treated as follows: (i) Newcourt will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 6433 Winchester Rd., Memphis, TN (2) 6379 Ridgewood Ct. Rd., Jackson, MS (3) 2430 Eastern Blvd., Montgomery, AL (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (vi) All defaults under the contract shall be deemed cured as of the Effective Date. -27- (vii) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.10 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.10 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. k. CLASS 2.11 (GENERAL ELECTRIC CAPITAL CORP., "GECC", AS ASSIGNEE OF PACIFIC FINANCIAL CORP.) Class 2.11 Claims are Impaired. GECC Secured Claims (which are structured as leases) shall be treated as follows: (i) GECC will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 9220 Meadows Rd., Jacksonville, FL (2) 1980 Niagara Falls Blvd., Tonawanda, NY (3) 2455 W. International Speedway Blvd., Daytona Beach, FL (4) 775 W. Brandon Blvd., Brandon, FL (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the -28- term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (iii) All defaults under the contract shall be deemed cured as of the Effective Date. (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.11 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.11 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. l. CLASS 2.12 (GENERAL ELECTRIC CAPITAL CORP., "GECC" / COLONIAL PACIFIC LEASING, "COLONIAL", AS ASSIGNEES OF PACIFIC LEASING COMPANY) Class 2.12 Claims are Impaired. GECC / Colonial Secured Claims (which are structured as leases) shall be treated as follows: (i) GECC / Colonial will retain their liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 2501 Crownpoint Executive Dr., Charlotte, NC (ii) With respect to the obligations secured by the Collateral, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the -29- amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.12 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.12 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. m. CLASS 2.13 (ORIX USA CORPORATION, "ORIX", AS ASSIGNEE OF PACIFIC LEASING COMPANY). Class 2.13 Claims are Impaired. Orix Secured Claims (which are structured as leases) shall be treated as follows: (i) Orix will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 518 Kenilworth Rd., Asheville, NC (2) 980 Atlantic Blvd., Jacksonville, FL (3) 8031 Concord Mills Blvd., Concord, NC (4) 2910(b) Clairmont Rd., Atlanta, GA (5) 1136 Miamisburg Centerville Rd., Centerville, OH (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (iii) All defaults under the contract shall be deemed cured as of the Effective Date. -30- (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.13 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.13 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. n. CLASS 2.14 (THE CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT EQUIPMENT"), AS ASSIGNEE OF PACIFIC LEASING CO.) Class 2.14 Claims are Impaired. CIT Equipment Secured Claims (which are structured as leases) shall be treated as follows: (i) CIT Equipment will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 2450 Brice Rd., Columbus, OH (2) 2770 Holcomb Bridge Rd., Roswell, GA (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (iii) All defaults under the contract shall be deemed cured as of the Effective Date. -31- (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, any outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.14 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.14 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. o. CLASS 2.15 (THE CIT GROUP, "CIT", AS ASSIGNEE OF PACIFIC LEASING CORP.). Class 2.15 Claims are Impaired. CIT Secured Claims (which are structured as leases) shall be treated as follows: (i) CIT will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 5828 Sawmill Rd., Columbus, OH (2) 2000 Satellite Blvd., Duluth, GA (3) 680 Tinsley Way, Lockhill, SC (4) 3558 S. High St., Columbus, OH (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. -32- (iii) All defaults under the contract shall be deemed cured as of the Effective Date. (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, any outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.15 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.15 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. p. CLASS 2.16 (SOVEREIGN BANK, "SOVEREIGN", AS ASSIGNEE OF NETWORK CAPITAL ALLIANCE DIVISION). Class 2.16 Claims are Impaired. Sovereign Secured Claims (which are structured as leases) shall be treated as follows: (i) Sovereign will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 709 DeSoto Cove (St. Hwy 320), Hornlake, MS (ii) If the above location is open as of the Effective Date, any arrearage existing on the obligations secured by the Collateral shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. -33- (iii) All defaults under the contract shall be deemed cured as of the Effective Date. (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) If the above location is closed as of the Effective Date, the outstanding balance on the obligations will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.16 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.16 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. q. CLASS 2.17 (FLEET CAPITAL CORP., "FLEET," SUCCESSOR BY MERGER TO BANCBOSTON LEASING, INC., AS ASSIGNEE OF PACIFIC LEASING CO.). Class 2.17 Claims are Impaired. Fleet Secured Claims (which are structured as leases) shall be treated as follows: (i) Fleet will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 8650 University City Blvd., Charlotte, NC (2) 741 W. 23rd St., Panama City, FL (3) 7100 N. Davis Ave., Pensacola, FL (4) 830 Jefferson Rd., Herrietta, NY -34- (5) 2630 Gulf to Bay Blvd., Clearwater, FL (6) 1291 Dogwood Dr., S.W., Conyers, GA (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. (iii) All defaults under the contract shall be deemed cured as of the Effective Date. (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, the outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.17 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.17 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. r. CLASS 2.18 (BANCONE LEASING CORP., "BANCONE", AS ASSIGNEE OF PACIFIC LEASING COMPANY). Class 2.18 Claims are Impaired. BancOne Secured Claims (which are structured as leases) shall be treated as follows: (i) BancOne will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): -35- (1) 3789 Kirkman Rd., Orlando, FL (2) 391 Town Center Boulevard, Pineville, NC (ii) The outstanding balance on the obligations secured by the Collateral will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.18 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.18 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. s. CLASS 2.19 (KEY CORP LEASING, LTD., "KEY", AS ASSIGNEE OF PACIFIC FINANCIAL CO.). Class 2.19 Claims are Impaired. Key Secured Claims (which are structured as leases) shall be treated as follows: (i) Key will retain its liens on personal property consisting of furniture, fixtures and equipment at the following locations ("Collateral"): (1) 2040 Stringtown Rd., Grove City, OH (2) 525 Kolb Dr., Fairfield, OH (3) 3573 McKinley Parkway, Hamburg, NY (ii) Any arrearage existing on the obligations secured by the Collateral located at open stores as of the Effective Date shall be added to the term of the obligations as additional monthly payments due under the contract, in effect, extending the term of the contract. -36- (iii) All defaults under the contract shall be deemed cured as of the Effective Date. (iv) All other terms and conditions of the contract, except for the payment term, shall remain the same. (v) With respect to obligations secured by Collateral at any closed stores, any outstanding balance will be amortized over 48 months with 5% simple interest and payable in 48 equal monthly payments (the amount of a monthly payment being referred to hereinafter as the "Monthly Payment Amount") beginning on the Effective Date. Thereafter, monthly payments of the Monthly Payment Amount (or such lesser amount as is required to complete the final payment) shall continue until they aggregate 14% of the original cost of the Collateral, whereupon Reorganized RHG or any successor in interest thereto shall become the owner of the Collateral and shall have no obligation to make any further payments. Upon the making of the final payment required under this Plan with respect to such Collateral, the claimant shall sign and deliver to Reorganized RHG or its successor, as the case may be, a bill of sale conveying the Collateral on an As-Is Where-Is basis. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.19 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.19 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. t. CLASS 2.20 (OTHER SECURED CLAIMS). Class 2.20 Claims are Impaired. In the sole discretion of the Reorganized Debtor, Other Secured Claims shall be treated as follows: (i) retention of liens and receipt of deferred Cash payments equal to the amount of any Allowed Class 2.20 Claim, as of the Effective Date, with such deferred Cash payments being made in equal monthly payments over four (4) years beginning on the Effective Date or, if any such Claim becomes Allowed after the Effective Date, as soon as practicable after such Claim becomes Allowed, plus interest on the unpaid balance at the Prime Rate (or upon such other terms determined by the Bankruptcy Court to provide the Holders of Class 2.20 Claims with deferred cash payments having a value, as of the Effective Date, equal to the value of the collateral which secures the Claim); provided, however, that if an undersecured Holder of a Claim in this Class elects treatment -37- under Section 111(b)(2) of the Bankruptcy Code, the Debtor reserves the right to extend the payment term beyond four (4) years to the extent, if any, necessary to cause the stream of monthly payments to have a present value no greater than the value of the collateral; or (ii) the Reorganized Debtor shall abandon the Property that secures any Allowed Class 2.20 Claim to the Holder of such Claim on or as soon as practicable after the later of (i) the Effective Date and (ii) the date that is ten (10) Business Days after the date on which such Claim becomes an Allowed Class 2.20 Claim by a Final Order; or (iii) such other treatment as the Debtor or Reorganized Debtor and the Holder of any Allowed Class 2.20 Claim shall have agreed upon in writing. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.20 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.20 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. u. CLASS 2.21 (BERJAYA SECURED CLAIMS). Class 2.21 Claims are Impaired. The Berjaya Secured Claims will be satisfied by the distribution to Berjaya of shares of New Common Stock, the number of such shares to be calculated by dividing (x) the outstanding amount of the Berjaya Secured Claims on the Effective Date by (y) $.32. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.20 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.20 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. Section 17.07 CLASS 3 CLAIMS: UNSECURED CLAIMS. Allowed Unsecured Claims (other than Class 3.2 and Class 4 Claims) shall be treated as follows: a. CLASS 3.1 (GENERAL UNSECURED CLAIMS). Class 3.1 Claims are Impaired. Holders of Class 3.1 Claims shall receive, on the Effective Date, at their option, either New Unsecured Notes or New Secured Notes, having a principal amount equal to the amount of their Allowed Claims, as follows: -38- NEW UNSECURED NOTES: Holders electing to receive New Unsecured Notes will receive unsecured notes issued under an indenture substantially in the form attached as EXHIBIT G to the Disclosure Statement, in a principal amount equal to the amount of their Allowed Class 3.1 Claims, payable in sixty (60) equal monthly installments with interest at 5% per annum, in full satisfaction of their Class 3.1 Claims. (The form of the New Unsecured Notes is attached as an exhibit to EXHIBIT G.) In addition, with respect to Fiscal Years in which Excess Cash Flow equals or exceeds $100,000, mandatory prepayments shall be made on the New Unsecured Notes from the New Unsecured Notes' ratable share of Excess Cash Flow, calculated pursuant to the methodology described in SECTION 3.06(B)(iii) of the Plan. Such prepayment shall be made on August 31 of the immediately succeeding Fiscal Year. NEW SECURED NOTES: Holders electing to receive New Secured Notes will receive secured notes issued under an indenture substantially in the form attached as EXHIBIT H to the Disclosure Statement, in a principal amount equal to the amount of their Allowed Class 3.1 Claims, payable in ninety-six (96) equal monthly installments with interest at 5% per annum in full satisfaction of their Class 3.1 Claims. (The form of the New Secured Notes is attached as an exhibit to EXHIBIT H.) In addition, with respect to Fiscal Years in which Excess Cash Flow equals or exceeds $100,000, mandatory prepayments shall be made on the New Secured Notes from the New Secured Notes' ratable share of Excess Cash Flow, calculated pursuant to the methodology described in SECTION 3.06(B)(iii) of the Plan. Such prepayment shall be made on August 31 of the immediately succeeding Fiscal Year. The New Secured Notes will be secured by unencumbered tangible assets of the Debtor (18 leasehold mortgages at sites where the furniture and equipment have not been pledged to lenders; 7 leasehold mortgages at sites where the equipment has been pledged; and 16 unencumbered equipment packages), all as more particularly described on EXHIBIT I to the Disclosure Statement. The collateral will be held by an indenture trustee for the benefit of the holders of the New Secured Notes pursuant to the indenture under which the New Secured Notes are issued (EXHIBIT H to the Disclosure Statement). The Bankruptcy Court shall retain jurisdiction to authorize the indenture trustee to act or forbear from enforcing the security interest in the event of a default under the New Secured Notes. A HOLDER OF A CLAIM IN CLASS 3.1 THAT FAILS TO INDICATE ON ITS BALLOT ITS ELECTION BETWEEN RECEIPT OF A NEW SECURED NOTE OR RECEIPT OF A NEW UNSECURED NOTE -39- WILL BE DEEMED TO HAVE ELECTED THE NEW SECURED NOTE OPTION. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 3.1 CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 3.1 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. b. CLASS 3.2 (CONVENIENCE CLASS CLAIMS). Class 3.2 Claims are Impaired. This class consists of general unsecured claims of $10,000.00 or less and larger claims which the holders are willing to reduce to $10,000.00. These claims will be paid in cash in full on the Effective Date, without interest. Section 17.08 CLASS 4 (SECURITIES CLAIMS). Class 4 Claims are Impaired. To the extent, if any, the Class 4 Claims are Allowed, they are subordinated under section 510(b) of the Bankruptcy Code and will have the same priority as the Class 5 Interests. To the extent, if any, Allowed, the Class 4 Claims will share ratably with the Holders of the Class 5 Interests in the issuance by Reorganized RHG of 9,708,741 shares of New Common Stock, which are estimated to constitute approximately 38% of the stock in Reorganized RHG, the balance of the New Common Stock being issued to the Berjaya DIP Financing Group pursuant to Section 3.06(a) and to Berjaya pursuant to Section 3.06(u). The methodology employed in determining the number of shares of New Common Stock to be issued pursuant to the Plan is described in ARTICLE IV(C)(2)(a) of the Disclosure Statement. The methodology to be employed in determining the respective ratable shares of the Holders of Class 4 Claims and the Holders of Class 5 Interests is set forth in Section 6.01 of the Plan. TREATMENT OF INTERESTS: Section 17.09 CLASS 5 (OLD COMMON STOCK INTERESTS). The Holders of the Class 5 Interests will share ratably with the Holders of Allowed Class 4 Claims, if any, in the issuance by Reorganized RHG of 9,708,741 shares of New Common Stock. Section 17.10 CLASS 6 (OTHER INTERESTS). The Holders of Class 6 Interests will neither receive nor retain any property under the Plan on account of their Class 6 Interests. ARTICLE XVIII FUNDING OF THE PLAN Section 18.01 EFFECTIVE DATE PAYMENTS. Prior to the entry of the Confirmation Order, the Reorganized Debtor shall deliver Cash to the Disbursing Agent in an amount totaling the aggregate of all Effective Date Payments to be made by such Disbursing Agent, and shall deliver to the Disbursing Agent the shares of the New Common Stock which are to be distributed on the Effective Date. The "EFFECTIVE DATE PAYMENTS" shall consist of the following: (i) that portion of all Allowed Administrative Expense Claims required to be paid in Cash on the Effective Date pursuant to SECTION 3.03 of the Plan, (ii) that portion of any Allowed Priority Tax Claims and Allowed Class 1 Claims required to be paid in Cash on the Effective Date pursuant to SECTION 3.04 and SECTION 3.05 of the Plan, respectively, (iii) Cash in such amount as may be necessary to -40- fund the payments to secured creditors required by SECTION 3.06 of the Plan; and (iv) Cash in such amount as may be necessary to fund payments for distributions in accordance with SECTION 3.07 of the Plan. ARTICLE XIX ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN Section 19.01 ACCEPTANCE BY AN IMPAIRED CLASS OF CREDITORS. Pursuant to section 1126(c) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if (a) the Holders of at least two-thirds (2/3rds) in dollar amount of the Allowed Claims actually voting in such Class (other than Claims held by any Holder designated pursuant to section 1126(e) of the Bankruptcy Code) have timely and properly voted to accept the Plan and (b) more than one-half (1/2) in number of such Allowed Claims actually voting in such Class (other than Claims held by any Holder designated pursuant to section 1126(e) of the Bankruptcy Code) have timely and properly voted to accept the Plan. Section 5.02 ACCEPTANCE BY AN IMPAIRED CLASS OF INTEREST HOLDERS. Pursuant to section 1126(d) of the Bankruptcy Code, an Impaired Class of Interests shall have accepted the Plan if the Holders of at least two-thirds (2/3rds) in amount of the Allowed Interests actually voting in such class (other than Interests held by any Holder designated pursuant to section 1126(e) of the Bankruptcy Code) have timely and properly voted to accept the Plan. Section 19.03 VOTING CLASSES. Except as otherwise required by the Bankruptcy Code or the Bankruptcy Rules or as otherwise provided in this SECTION 5.03, the Holders of Class 2.1, Class 2.2, Classes 2.4 through 2.21, Class 3.1, Class 3.2 and Class 4 Claims, and the Holders of Class 5 Interests, shall be entitled to vote separately as a Class to accept or reject the Plan. Classes of Claims Unimpaired under the Plan (i.e., Class 1.1 Claims, Class 1.2 Claims and Class 2.3 Claims) shall not be entitled to vote to accept or reject the Plan, and shall be conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, and the votes of Holders in such Classes will not be solicited. The Holders of Class 6 Interests will receive or retain nothing under the Plan on account of their Class 6 Interests, shall not be entitled to vote on the Plan, and shall be conclusively presumed not to have accepted the Plan pursuant to section 1126(g) of the Bankruptcy Code. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims are not classified. Holders of Administrative Expense Claims and Priority Tax Claims will be paid in full and are excluded from the Classes designated to vote to accept or reject the Plan. Section 19.04 ONE VOTE PER HOLDER. If a Holder of a Claim holds more than one Claim in any one Class, all Claims of such Holder in such Class shall be aggregated and deemed to be one Claim for purposes of determining the number of Claims in such Class voting on the Plan. Section 19.05 CRAMDOWN. If all applicable requirements for Confirmation of the Plan are met as set forth in section 1129(a)(1) through (13) of the Bankruptcy Code except subsection (8) thereof, the Debtor reserves the right to modify the Plan and request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code, -41- notwithstanding the requirements of section 1129(a)(8) thereof, on the basis that the Plan is fair and equitable, and does not discriminate unfairly, with respect to each Class of Claims or Interests that is Impaired under, and has not accepted, the Plan. ARTICLE XX PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN Section 20.01 TIMING OF DISTRIBUTIONS. Except as set forth in the Plan, the distribution of Property will be made to Holders of Allowed Claims and Allowed Interests in accordance with Articles III and IV of the Plan. If a Claim is not an Allowed Claim as of the applicable Distribution Date, distributions will be made only if and when the Claim is Allowed and in accordance with Articles III and IV of the Plan. Notwithstanding any other provisions in this Plan, in the event that, as of the Effective Date, any timely Filed Class 4 Claims have not yet been Allowed or Disallowed pursuant to a Final Order, the 9,708,741 shares of New Common Stock referred to in SECTIONS 3.08 AND 3.09 of the Plan shall be issued and held as treasury stock by Reorganized RHG. At such time as all timely Filed Class 4 Claims have been resolved pursuant to a Final Order or Orders, said shares shall be distributed by Reorganized RHG in accordance with SECTION 3.09 and, if applicable, SECTION 3.08 of the Plan. At such time as the ultimate distribution of the 9,708,741 shares of New Common Stock is to be made to the Holders of the Class 5 Interests and, if any, to the Holders of Allowed Class 4 Claims, the ratable share of the Holders of the Allowed Class 4 Claims shall be determined by multiplying 9,708,741 by a fraction the numerator of which (x) shall be the aggregate amount of Allowed Class 4 Claims and the denominator of which (y) shall be the sum of (i) the aggregate amount of Allowed Class 4 Claims, plus (ii) the value, as of the end of the most recent calendar quarter preceding the distribution date, of the 9,708,741 shares of New Common Stock. The ratable share of the Holders of the Class 5 Interests shall be determined by subtracting the ratable share of the Holders of the Allowed Class 4 claims from 9,708,741. Section 20.02 DISTRIBUTION RECORD DATE. As of the close of business on the Distribution Record Date, all transfer ledgers, transfer books, registers and any other records maintained by the designated transfer agents with respect to ownership of the equity security interests will be closed and, for purposes of the Plan, there shall be no further changes in the record Holders of these Interests. The Disbursing Agent, as the party responsible to distribute to all interest holders, shall have no obligation to recognize the transfer of any stock occurring after the Distribution Record Date, and will be entitled for all purposes to recognize and deal only with those Holders of Interests as of the close of business on the Distribution Record Date, as reflected on such ledgers, books, registers or records. Section 20.03 DELIVERY OF DISTRIBUTIONS. The Disbursing Agent (and, where applicable, the Indenture Trustee) will make distributions to Holders of Allowed Claims and Interests at the addresses set forth on the Proofs of Claim, if any, Filed by such Holders or at the last known addresses of such Holders. If any such Holder's distribution is returned as undeliverable, no further distribution will be made to such Holder unless and until the Disbursing Agent (or, where applicable, the Indenture Trustee) is notified of such Holder's then current address, at which time all missed distributions will be made to such Holder, without interest. -42- Section 20.04 METHOD OF CASH DISTRIBUTIONS. Any payment to be made pursuant to the Plan may be made by draft, check, wire transfer, or as otherwise required or provided in any relevant agreement or applicable law at the option of the Reorganized Debtor, Disbursing Agent, or Indenture Trustee as the case may be. Section 20.05 FAILURE TO NEGOTIATE CHECKS. Checks issued in respect of distributions under the Plan shall be null and void if not negotiated within sixty (60) days after the date of issuance. Any amounts returned in respect of such non-negotiated checks shall be held by the Disbursing Agent, the Reorganized Debtor or the Indenture Trustee, as applicable, as appropriate. Requests for reissuance for any such check shall be made directly to the Reorganized Debtor or the Indenture Trustee by the Holder of the Allowed Claim with respect to which such check originally was issued. All amounts represented by any voided check will be held until the later of one (1) year after (A) the date of the issuance of the check or (B) the date that a particular Claim is Allowed, and all requests for reissuance by the Holder of the Allowed Claim in respect of a voided check are required to be made prior to such date. THEREAFTER, ALL SUCH AMOUNTS SHALL BE DEEMED TO BE UNCLAIMED PROPERTY, IN ACCORDANCE WITH SECTION 6.06 OF THE PLAN, AND ALL CLAIMS IN RESPECT OF VOID CHECKS AND THE UNDERLYING DISTRIBUTIONS SHALL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM ASSERTION IN ANY MANNER AGAINST THE DEBTOR OR ITS PROPERTIES AND ASSETS. Section 20.06 UNCLAIMED DISTRIBUTIONS. All Property distributed on account of Claims or Interests must be claimed within the later of (y) one (1) year after the Effective Date or (z) one (1) year after such distribution is made to such Holder or, in the case of a distribution made in the form of a check, must be negotiated and a request for reissuance be made as provided for in SECTION 6.05 of the Plan. All Unclaimed Property will be transferred to and vest in the Reorganized Debtor. All full or partial payments made by the Disbursing Agent, Reorganized Debtor or Indenture Trustee and received by the Holder of a Claim prior to the Effective Date will be deemed to be payments under the Plan for purposes of satisfying the obligations of Debtor and Reorganized Debtor pursuant to the Plan. Nothing contained in the Plan shall require the Reorganized Debtor, the Disbursing Agent or the Indenture Trustee to attempt to locate any Holder of an Allowed Claim other than by reviewing the records of the Debtor. PURSUANT TO SECTION 1143 OF THE BANKRUPTCY CODE, ALL CLAIMS IN RESPECT OF UNCLAIMED PROPERTY SHALL BE DEEMED DISALLOWED AND THE HOLDER OF ANY CLAIM DISALLOWED IN ACCORDANCE WITH THIS SECTION 6.06 WILL BE FOREVER BARRED, EXPUNGED, ESTOPPED AND ENJOINED FROM ASSERTION OF THE CLAIM IN ANY MANNER AGAINST THE DEBTOR OR ITS PROPERTY AND ASSETS. Section 6.07 LIMITATION ON DISTRIBUTION RIGHTS. If a claimant holds more than one Claim in any one Class, all Claims of the claimant in that Class will be aggregated into one Claim and one distribution will be made with respect to the aggregated Claim. Section 6.08 DENOMINATIONS OF NEW COMMON STOCK. The New Common Stock shall be issued only in whole dollar increments, with any fractional dollar amounts to be disregarded. Section 6.09 COMPLIANCE WITH TAX REQUIREMENTS. In connection with each distribution with respect to which the filing of an information return (such as an Internal -43- Revenue Service Form 1099 or 1042) or withholding is required, the Reorganized Debtor, Disbursing Agent or Indenture Trustee shall file such information return with the Internal Revenue Service and provide any required statements in connection therewith to the recipients of such distribution or effect any such withholding and deposit all moneys so withheld as required by law. With respect to any Person from whom a tax identification number, certified tax identification number or other tax information required by law to avoid withholding has not been received by the Reorganized Debtor, Disbursing Agent or Indenture Trustee within thirty (30) days from the date of such request, the Reorganized Debtor, Disbursing Agent or the Indenture Trustee may, at their option, withhold the amount required and distribute the balance to such Person or decline to make such distribution until the information is received. Section 6.10 DE MINIMIS DISTRIBUTIONS. No Cash payment of less than five ($5.00) dollars shall be made to any Holder of a Claim on account of its Allowed Claim; provided, however, that if and when the cumulative amounts due to such a Holder equal or exceed $5.00, they shall be paid to the Holder on the next Distribution Date. Section 6.11 SETOFFS. The Debtor or the Reorganized Debtor, as the case may be, may, but shall not be required to, set off against any Claims and the payments or distributions to be made pursuant to the Plan in respect of such Claims, any and all debts, liabilities and Claims of every type and nature whatsoever which the Estate or the Debtor may have against the Creditors, but neither the failure to do so nor the allowance of any such Claims, whether pursuant to the Plan or otherwise, shall constitute a waiver or release by the Debtor or the Reorganized Debtor of any such claims the Debtor or Reorganized Debtor may have against such Creditors, and all such claims shall be reserved to and retained by the Debtor or Reorganized Debtor. Section 6.12 DOCUMENTATION NECESSARY TO RELEASE LIENS. Each Creditor which is to receive a distribution under the Plan in full satisfaction of a Secured Claim shall not receive such distribution until such Creditor executes and delivers any and all documents necessary to release all Liens arising under any applicable security agreement or non-bankruptcy law (in recordable form if appropriate) in connection with such Secured Claim and such other documents as the Reorganized Debtor or Disbursing Agent may reasonably request. Section 6.13 ALLOCATION BETWEEN PRINCIPAL AND ACCRUED INTEREST. Except as otherwise specifically provided in the Plan, or in the operative documents executed by a Creditor and the Debtor to implement the Plan, on the Effective Date, the aggregate consideration paid to Creditors in respect of their Claims shall be treated as allocated first to the principal amount of such Claims and then to the accrued interest thereon, to the extent interest is payable on or as part of such Claims. Section 6.14 SATURDAY, SUNDAY AND LEGAL HOLIDAY. If any payment, distribution or other act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been timely completed as of the required date. -44- ARTICLE XXI EXECUTORY CONTRACTS AND UNEXPIRED LEASES; INDEMNIFICATION OBLIGATIONS; BENEFIT PROGRAMS Section 21.01 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. On the Effective Date, except as otherwise provided in SECTION 7.05 of the Plan, all executory contracts and unexpired leases that exist between the Debtor and any Entity which (i) have not previously been assumed, assumed and assigned, or rejected pursuant to an order of the Bankruptcy Court on or prior to the Confirmation Date, and (ii) are not the subject of pending motions to assume or assume and assign as of the Confirmation Date will be deemed rejected in accordance with the provisions and requirements of section 365 of the Bankruptcy Code. All executory and unexpired leases that are assumed will be assumed under their present terms or upon such terms as are agreed to between the Debtor and the other party to the executory contract or unexpired lease. Section 21.02 CLAIMS FOR REJECTION DAMAGES. Proofs of Claim for alleged damages arising from the rejection pursuant to the Plan, the Confirmation Order or any subsequent Order of the Bankruptcy Court, of any executory contract or any unexpired lease shall be Filed with the Bankruptcy Court and served on counsel for the Debtor or Reorganized Debtor not later than thirty (30) days after the service of the earlier of: (i) notice of entry of the Confirmation Order or (ii) other notice that the executory contract or unexpired lease has been rejected (including service of an Order of the Bankruptcy Court providing for such rejection). If an executory contract or unexpired lease is rejected after the balloting on the Plan has occurred, the Holder of a Claim based on such rejection shall indicate in its Proof of Claim its election to receive a New Secured Note or New Unsecured Note in respect of such Claim. If no election is indicated in the Proof of Claim, the Holder will be deemed to have elected the New Secured Note option. Notwithstanding the foregoing, if the Claim is Allowed in an amount of $10,000.00 or less, it shall be treated as a Class 3.2 (Convenience Class) Claim. ANY HOLDER OF A CLAIM ARISING FROM THE REJECTION OF ANY EXECUTORY CONTRACT OR ANY UNEXPIRED LEASE THAT FAILS TO FILE SUCH PROOF OF CLAIM ON OR BEFORE THE DATE SPECIFIED IN THIS PARAGRAPH SHALL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM ASSERTING SUCH CLAIMS IN ANY MANNER AGAINST THE DEBTOR OR REORGANIZED DEBTOR (OR FILING PROOFS OF CLAIM WITH RESPECT THEREOF) OR THEIR PROPERTY AND THE DEBTOR OR REORGANIZED DEBTOR SHALL BE FOREVER DISCHARGED FROM ALL INDEBTEDNESS OR LIABILITY WITH RESPECT TO SUCH CLAIMS, AND, IF APPLICABLE, SUCH HOLDERS SHALL NOT BE PERMITTED TO VOTE ON THE PLAN OR TO PARTICIPATE IN ANY DISTRIBUTION IN THIS CHAPTER 11 CASE ON ACCOUNT OF SUCH CLAIMS OR TO RECEIVE FURTHER NOTICES REGARDING SUCH CLAIMS AND SHALL BE BOUND BY THE TERMS OF THE PLAN. Section 21.03 OBJECTIONS TO AND TREATMENT OF REJECTION CLAIMS. The Bankruptcy Court shall determine any Objections to any Proofs of Claim Filed in accordance with SECTION 7.02 hereof at a hearing to be held at a date to be determined by the Bankruptcy Court. Unsecured Claims arising out of the rejection of executory contracts and unexpired leases shall, pursuant to section 502(g) of the Bankruptcy Code, be Allowed Class 3.1 Claims entitled to the same treatment under the Plan received by the other Allowed Class 3.1 Claims, or Class 3.2 (Convenience Class) Claims, as the case may be. -45- Section 21.04 EXECUTORY CONTRACTS AND UNEXPIRED LEASES ENTERED INTO AND OTHER OBLIGATIONS INCURRED AFTER THE PETITION DATE. On the Effective Date, all contracts, leases, and other agreements entered into by the Debtor on or after the Petition Date, which agreements have not been terminated in accordance with their terms on or before the Confirmation Date, shall revest in and remain in full force and effect as against the Reorganized Debtor and the other parties to such contracts, leases and other agreements under their present terms or upon such terms as are agreed to between the Debtor or Reorganized Debtor and the other parties in a manner consistent with SECTION 3.03 of the Plan. Section 21.05 BENEFIT PROGRAMS. Except and to the extent previously assumed by an order of the Bankruptcy Court on or before the Confirmation Date, all employee compensation and benefit programs of the Debtor, including programs subject to sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or after the Petition Date and not since terminated, shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed under of the Plan, but (except as otherwise determined by Reorganized RHG) only to the extent that rights under such programs are held by the Debtor or Persons who are employees of the Debtor as of the Confirmation Date, and the Debtor's obligations under such programs to Persons who are employees of the Debtor on the Confirmation Date (or former employees if so determined by Reorganized RHG) shall survive Confirmation of the Plan, except for (i) executory contracts or plans specifically rejected pursuant to the Plan (to the extent such rejection does not violate sections 1114 and 1129(a)(13) of the Bankruptcy Code) and (ii) executory contracts or plans as have previously been rejected, are the subject of a motion to reject, or have been specifically waived by the beneficiaries of any plans or contracts; provided, however, that the Debtor's obligations, if any, to pay all "retiree benefits" as defined in section 1114(a) of the Bankruptcy Code shall continue; provided further, however, that nothing herein shall extend or otherwise modify the duration of such period or affect the Debtor's ability or the Reorganized Debtor's ability to modify the terms and conditions of the retiree benefits as otherwise permitted by such plans and applicable nonbankruptcy law. Section 21.06 EMPLOYMENT AGREEMENTS. Notwithstanding anything in this ARTICLE VII to the contrary, unless previously approved by the Bankruptcy Court or otherwise assumed by separate motion and order on or before the Effective Date, all employment and/or compensation agreements between the Debtor and any employees shall be deemed rejected in accordance with the provisions and requirements of section 365 of the Bankruptcy Code. ARTICLE XXII MEANS FOR IMPLEMENTATION OF THE PLAN Section 22.01 CORPORATE ACTION. The entry of the Confirmation Order shall constitute authorization for the Debtor and Reorganized Debtor to take or cause to be taken all corporate or other actions necessary or appropriate to consummate and implement the provisions of the Plan prior to, on and after the Effective Date, and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court. All such actions shall be deemed to have occurred and shall be in effect pursuant to applicable nonbankruptcy law and the Bankruptcy Code, without any requirement of further action by the stockholders, administrators, agents, officers or directors of the Debtor or Reorganized Debtor. On the -46- Effective Date, the appropriate equityholders, stockholders, administrators, agents, officers or directors of the Debtor and Reorganized Debtor are authorized and directed to execute and deliver the agreements, documents and instruments contemplated by the Plan and Plan Documents in the name and on behalf of the Reorganized Debtor. Section 22.02 ISSUANCE OF NEW COMMON STOCK. On the Effective Date, all of the Interests shall be canceled and the Reorganized Debtor shall issue the number of shares of New Common Stock necessary to implement the Plan. Section 8.03 DIP FACILITY. To the extent, if any, it has not been funded fully by the Effective Date, the DIP Facility shall be funded fully on the Effective Date. Section 8.04 OPERATIONS BETWEEN THE CONFIRMATION DATE AND THE EFFECTIVE DATE. The Debtor shall continue to operate as debtor-in-possession, subject to the supervision of the Bankruptcy Court, during the period from the Confirmation Date through and until the Effective Date. Section 8.05 REVESTING OF ASSETS AND PROPERTY IN THE REORGANIZED DEBTOR. Except as otherwise expressly provided in the Plan, pursuant to sections 1123(a)(5), 1123(b)(3) and 1141(b) of the Bankruptcy Code, all Property comprising the Estate of the Debtor, including all Causes of Action, shall automatically be retained and revest in the Reorganized Debtor or its respective successor, free and clear of all Claims, Liens, contractually-imposed restrictions, charges, encumbrances and Interests of Creditors and equity security holders on the Effective Date with all such Claims, Liens, contractually-imposed restrictions, charges, encumbrances and Interests, being extinguished, except as otherwise provided in the Plan, and the Reorganized Debtor shall own and hold good and marketable title to the Property. On and after the Effective Date, the Reorganized Debtor may operate its business and use, acquire and dispose of Property and settle and compromise Claims or Interests without supervision of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and Confirmation Order. Without limiting the foregoing, the Reorganized Debtor may pay the charges it incurs for professional fees, disbursements, expenses, or related support services incurred after the Effective Date without any application to the Bankruptcy Court. Section 8.06 CAUSES OF ACTION. Except as otherwise provided in the Plan and Plan Documents, all Causes of Action (including Avoidance Actions but excluding preference actions) shall automatically be retained and preserved and will revest in the Reorganized Debtor. Pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, the Reorganized Debtor shall retain and have the exclusive right to enforce and prosecute Causes of Action (other than preference actions) against any Entity. Section 8.07 CLAIMS ARISING OUT OF RECOVERED AVOIDABLE TRANSFERS. Any Person or governmental unit that holds a Class 3.1 Claim arising from the recovery of a transfer pursuant to the prosecution or settlement of an Avoidance Action brought pursuant to SECTION 8.06 of the Plan shall hold, to the extent provided by law, an Allowed Class 3.1 Claim on account of such Claim in an amount equal to the recovery actually received by the estate, and -47- such Allowed Class 3.1 Claim shall be entitled to the same treatment under the Plan received by the other Allowed Class 3.1 Claims. Section 8.08 REORGANIZED DEBTOR'S POST-EFFECTIVE DATE RESPONSIBILITIES AND POWERS. After the Effective Date, the responsibilities of the Reorganized Debtor under the Plan shall include: (i) the receipt of the assets of the Debtor's Estate (ii) pursuing Objections to and settlements of Claims (other than a Claim that is Allowed or deemed to be Allowed pursuant to the Plan or Final Order); (iii) prosecuting and/or settling and compromising any retained Avoidance Actions or any other Cause of Action, subject to SECTION 8.06 of the Plan; (iv) calculating and implementing all distributions to be made under the Plan to Creditors holding Allowed Claims (except as otherwise provided under the Plan); (v) enforcing all provisions of the Plan and Confirmation Order; and (vi) such other duties as may be vested in the Reorganized Debtor pursuant to the Plan or order of the Bankruptcy Court or as may be necessary and proper to carry out the provisions of the Plan. The Debtor and the Reorganized Debtor shall have the power and authorization, without obtaining any further authorization or order from the Bankruptcy Court, to perform any act (or omission) as may be necessary and proper to carry out the post-Effective Date responsibilities identified in this SECTION 8.08. Section 8.09 COMPENSATION. In addition to reimbursement for the actual out-of-pocket expenses incurred, any officers, administrators, directors, employees, agents or Professionals of the Debtor and/or Reorganized Debtor, following the confirmation and Effective Date of the Plan, shall be entitled to reasonable compensation for services rendered in connection with the Reorganized Debtor's responsibilities and powers set forth in SECTION 8.08 of the Plan, or otherwise, after Confirmation and after the Effective Date of the Plan. With respect to any officers, administrators, directors, employees, agents or Professionals engaged or retained by the Debtor, such compensation shall be in an amount and on such terms as may be agreed to by the Debtor and such officers, administrators, directors, employees, agents or Professionals, and shall be paid on the Effective Date. Any dispute with respect to such compensation shall be resolved by agreement among the parties or, if the parties are unable to agree, by the Bankruptcy Court. ARTICLE XXIII PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS GOVERNING DISTRIBUTIONS Section 23.01 OBJECTIONS TO CLAIMS AND INTERESTS. An Objection to the allowance of a Claim or Interest (other than any of the DIP Financing Obligations) shall be in writing and shall be Filed with the Bankruptcy Court by the Debtor or the Reorganized Debtor at any time on or before the Claim Objection Deadline or the Interest Objection Deadline, unless another date is established by the Bankruptcy Court or the Plan, as amended. The Reorganized Debtor shall have the right to petition the Bankruptcy Court for an extension of such dates. The objecting party shall serve a copy of each such Objection upon the Holder of the Claim or Interest to which it pertains. The Debtor or the Reorganized Debtor, as the case may be, will prosecute each Objection to a Claim or Interest until determined by a Final Order unless the Debtor or the Reorganized Debtor (i) compromises and settles an Objection to a Claim or Interest by written stipulation, subject to Bankruptcy Court approval, if necessary, or (ii) withdraws an Objection to a Claim or Interest. The failure by the Debtor or the Reorganized Debtor to object to any Claim -48- or Interest for voting purposes shall not be deemed a waiver of the rights to object to, or re-examine, any such Claim or Interest, as applicable, in whole or in part. Section 23.02 AMENDMENTS TO CLAIMS AND REQUESTS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS; CLAIMS FILED AFTER THE BAR DATES. Unless otherwise provided in a Final Order of the Bankruptcy Court: a. after the Bar Date, a Claim on account of which a Proof of Claim is not timely Filed in accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules or an Order of the Bankruptcy Court, may not be Filed or amended without the authorization of the Bankruptcy Court and, even with such Bankruptcy Court authorization, may be amended by the Holder of such Claim solely to decrease, but not to increase, the face amount or priority; and b. except as provided for in SECTION 10.03 of the Plan, after the Administrative Expense Claims Bar Date, a Claim on account of which a request for payment of Administrative Expense Claims is not timely Filed in accordance with SECTION 10.02, may not be Filed or amended without the authorization of the Bankruptcy Court and, even with such Bankruptcy Court authorization, may be amended by the Holder of such Claim solely to decrease, but not to increase, the face amount or priority. Except as otherwise provided in the Plan, any new or amended Claim Filed after the Bar Date or the Administrative Expense Claims Bar Date (as applicable) shall be deemed Disallowed in full and expunged without any action by the Debtor or Reorganized Debtor, unless the Holder of such Claim has obtained prior Bankruptcy Court authorization for the Filing. The Holder of a Claim which is Disallowed pursuant to this SECTION 9.02 shall not receive any distribution on account of such Claim. The Debtor or Reorganized Debtor shall File with the Bankruptcy Court and serve on the Holder of any Claim whose Claim is deemed Disallowed pursuant to this SECTION 9.02, but whose Proof of Claim or request for payment of an Administrative Expense Claim is subsequently deemed timely Filed or Allowed notwithstanding this SECTION 9.02 by a Final Order of the Bankruptcy Court, any Objection to such Claim or request for estimation thereof within sixty (60) days (or such later date as the Bankruptcy Court shall approve) after any such order becomes a Final Order. Section 23.03 NO PAYMENT OR DISTRIBUTION PENDING ALLOWANCE. All references to Claims and Interests and amounts of Claims and Interests refer to the amount of the Claim or Interest Allowed by operation of law, Final Order of the Bankruptcy Court or the Plan. Accordingly, notwithstanding any other provision in the Plan, no payment or distribution shall be made on account of or with respect to any Claim or Interest to the extent it is a Disputed Claim or Disputed Interest unless and until the Disputed Claim or Disputed Interest becomes an Allowed Claim or an Allowed Interest, as applicable. Notwithstanding the foregoing, on or as soon as practicable after the Claim Objection Deadline or the Interest Objection Deadline, as applicable, the Disbursing Agent shall make distributions to Holders of Disputed Claims or Disputed Interests to the extent, and only to the extent, the portion of such Claim or Interest is not subject to a pending Objection. Section 23.04 DISPUTED DISTRIBUTION. If any dispute arises as to the identity of a Holder of an Allowed Claim who is to receive any distribution, the Debtor, Reorganized Debtor, Disbursing Agent or Indenture Trustee may, in lieu of making such distribution to such Holder, make such distribution into an escrow account until the disposition thereof shall be determined -49- by Final Order of the Bankruptcy Court or by written agreement among the interested parties to such dispute. Section 23.05 ESTIMATION. In order to effectuate distributions pursuant to the Plan and avoid undue delay in the administration of the Estate, the Debtor or the Reorganized Debtor, as the case may be, shall have the right, at any time, to seek an order of the Bankruptcy Court, after notice and a hearing (which notice may be limited to the Holder of such Disputed Claim and which hearing may be held on an expedited basis), estimating a Disputed Claim pursuant to section 502(c) of the Bankruptcy Code, irrespective of whether the Debtor or Reorganized Debtor has previously objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such Objection. If the Bankruptcy Court estimates any contingent, Disputed or unliquidated Claim or Interest, that estimated amount will constitute either the Allowed Amount of such Claim or Interest or a maximum limitation on such Claim or Interest, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim or Interest, the Debtor or Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate payment on account of such Claim or Interest. All of these Objection and resolution procedures are cumulative and not necessarily exclusive of one another. In addition to seeking estimation of Claims as provided in this SECTION 9.05, the Debtor or Reorganized Debtor may resolve or adjudicate any Disputed Claim in the manner in which the amount of such Claim and the rights of the Holder of such Claim would have been resolved or adjudicated if this Chapter 11 Case had not been commenced. Claims may be subsequently compromised, settled, withdrawn or resolved by the Debtor or Reorganized Debtor pursuant to SECTION 9.06 herein. Section 23.06 RESOLUTION OF DISPUTED CLAIMS AND INTERESTS. Unless agreed to otherwise, prior to the Effective Date, the Debtor or the Reorganized Debtor, as the case may be, shall have the sole right (i) to initiate and prosecute any Objections to Claims against or any Interests in the Debtor or the Estate, (ii) to request estimation of each such Claim and Interest pursuant to SECTION 9.05 of the Plan, (iii) to litigate any Objection to Final Order, (iv) to settle or to compromise any Claim or Interest or (v) to withdraw any Objection to any Claim or Interest. ARTICLE XXIV BAR DATES FOR UNSECURED CLAIMS, ADMINISTRATIVE EXPENSE CLAIMS AND PROFESSIONAL CLAIMS Section 24.01 EFFECT OF BAR DATE FOR CLAIMS. EXCEPT AS PROVIDED IN SECTION 7.02 HEREOF WITH RESPECT TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES, ANY HOLDER OF A CLAIM AGAINST THE DEBTOR ARISING PRIOR TO OR WHICH MAY BE DEEMED TO HAVE ARISEN PRIOR TO THE PETITION DATE THAT FAILED TO FILE SUCH PROOF OF CLAIM ON OR BEFORE THE BAR DATE SHALL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM ASSERTING SUCH CLAIMS (OR FILING PROOFS OF CLAIM WITH RESPECT THEREOF) IN ANY MANNER AGAINST THE DEBTOR OR ITS PROPERTY OR ASSETS, AND THE DEBTOR SHALL BE FOREVER DISCHARGED FROM ALL INDEBTEDNESS OR LIABILITY WITH RESPECT TO SUCH CLAIMS, AND SUCH HOLDERS SHALL NOT BE PERMITTED TO VOTE ON THE PLAN OR TO PARTICIPATE IN ANY DISTRIBUTION IN THIS CHAPTER 11 CASE ON ACCOUNT OF SUCH CLAIMS OR TO RECEIVE FURTHER NOTICES REGARDING SUCH CLAIMS AND SHALL BE BOUND BY THE TERMS OF THE PLAN. In the event the Debtor or Reorganized Debtor amends its Schedules, the Debtor or Reorganized Debtor shall -50- give notice of any amendment to the Holders of Claims affected thereby and such Holders shall be afforded thirty (30) days from the date such notice is given (or such other time period as may be fixed by the Bankruptcy Court) to File Proofs of Claim, if necessary, or be forever barred from doing so. Section 24.02 BAR DATE FOR CERTAIN ADMINISTRATIVE EXPENSE CLAIMS. With the exception of applications for compensation for fees and reimbursement of expenses Filed by Holders of Professional Claims for services rendered on or before the Effective Date as specified in SECTION 10.03 hereof, and except as otherwise set forth herein or in an order of the Bankruptcy Court regarding a specific Claim, all requests for payment of Administrative Expense Claims (or any other means of preserving and obtaining payment of Administrative Expense Claims found to be effective by the Bankruptcy Court) shall be Filed by the Administrative Expense Claims Bar Date; provided, however, that no such request or application need be Filed with respect to (i) U.S. Trustee's Fee Claims; (ii) Claims, liabilities or obligations incurred in the ordinary course of the Debtor's business after the Petition Date unless a dispute exists as to any such liabilities, or unless the provisions of the Bankruptcy Code require the Filing of a request for payment as a precondition to payments being made on any such liability; and (iii) any Claims held by any other party as to whom an order of the Bankruptcy Court has been entered approving a later bar date for Filing Administrative Expense Claims against the Debtor IF REQUESTS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS ARE NOT TIMELY FILED, THE HOLDERS OF SUCH CLAIMS SHALL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM ASSERTING SUCH CLAIMS IN ANY MANNER AGAINST THE DEBTOR OR ITS PROPERTY OR ASSETS. Section 24.03 BAR DATE FOR PROFESSIONALS. Final applications for compensation for services rendered and reimbursement of expenses incurred by Professionals (i) from the later of the Petition Date or the date as of which retention was approved through the Effective Date or (ii) at any time during the Chapter 11 Case when such compensation is sought pursuant to sections 503(b)(3) through (b)(5) of the Bankruptcy Code, shall be Filed no later than forty-five (45) days after the Effective Date or such date as the Bankruptcy Court approves, and shall be served on the parties whose addresses are set forth in SECTION 15.11 of the Plan. Applications that are not timely Filed will not be considered by the Bankruptcy Court. The Debtor may pay any Professional fees and expenses incurred after the Effective Date without any application to the Bankruptcy Court. ARTICLE XXV CONSUMMATION OF THE PLAN Section 25.01 CONFIRMATION ORDER. The Confirmation Order shall not be entered unless and until the form and substance thereof, as well as any amendments to the Plan and Plan Documents, all have been approved by the Debtor and satisfactory to the Court. The Confirmation Order shall, inter alia, (i) authorize the issuance of the New Common Stock (ii) provide that the provisions of the Confirmation Order are non-severable and mutually dependent, and (iii) have such other purpose and effect as provided in ARTICLE XIII of the Plan. -51- Section 25.02 CONDITIONS TO CONSUMMATION. The Plan shall not be consummated and the Effective Date shall be deemed not to have occurred unless and until the following conditions have occurred or have been duly waived (if waivable): a. the Confirmation Order providing the protection contemplated in SECTION 13.03 of the Plan (in form and substance satisfactory to the Debtor in its sole discretion) shall have become a Final Order; provided, however, that the Debtor and Berjaya shall have the right to waive the requirement that the Confirmation Order shall have become a Final Order; b. the Bankruptcy Court shall have approved the information contained in the Disclosure Statement as adequate; c. the Bankruptcy Court shall have entered an order (contemplated to be part of the Confirmation Order) giving effect to or authorizing and directing the Debtor or Reorganized Debtor to take all actions necessary or appropriate to enter into, implement, and consummate the contracts, instruments, releases, indentures and other agreements or documents created, amended, supplemented, modified or adopted in connection with the Plan, which order is not subject to any stay or injunction; and d. no order of a court shall have been entered and shall remain in effect restraining the Debtor from consummating the Plan. ARTICLE XXVI OPERATION AND MANAGEMENT OF THE REORGANIZED DEBTOR Section 12.01 CONTINUATION OF BUSINESS. In accordance with, and subject to, the provisions of the Plan, the Reorganized Debtor shall continue to conduct the day-to-day operations of its business. Section 12.02 INITIAL MANAGEMENT OF REORGANIZED DEBTOR. The Debtor contemplates retention of RHG's current employees necessary to the operation of the Business, including senior management. The Disclosure Statement discloses the identity and affiliations of post-confirmation directors and officers, together with all other information required by section 1129(a)(5) of the Bankruptcy Code. The board of directors for the Reorganized Debtor shall be comprised of at least five (5) members. Section 12.03 EXECUTIVE COMPENSATION. The by-laws of Reorganized RHG shall provide that the compensation of RHG's executive management must be approved by a committee of the board, a majority of the members of which shall be outside directors. -52- ARTICLE XIII EFFECTS OF CONFIRMATION Section 13.01 DISCHARGE. To the fullest extent permitted by applicable law, and except as otherwise provided in the Plan, the operative documents implementing the Plan, or the Confirmation Order, (A) on the Effective Date the Confirmation Order shall operate as a discharge under section 1141(d)(1) of the Bankruptcy Code, and release of any and all Claims, debts (as such term is defined in section 101(12) of the Bankruptcy Code) Liens, security interests, and encumbrances of and against the Debtor and all Property of the Estate, that arose before Confirmation, including without limitation, any Claim of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code and all principal and interest, whether accrued before, on or after the Petition Date, regardless of whether (i) a Proof of Claim in respect of such Claim has been Filed or deemed Filed, (ii) such Claim has been Allowed pursuant to section 502 of the Bankruptcy Code, or (iii) the Holder of such Claim has voted on the Plan or has voted to reject the Plan; and (B) FROM AND AFTER THE EFFECTIVE DATE, (X) ALL HOLDERS OF CLAIMS SHALL BE BARRED AND ENJOINED FROM ASSERTING AGAINST REORGANIZED RHG AND ITS PROPERTY ANY CLAIMS, DEBTS (AS SUCH TERM IS DEFINED IN SECTION 101(12) OF THE BANKRUPTCY CODE), LIENS, SECURITY INTERESTS, AND ENCUMBRANCES OF AND AGAINST ALL PROPERTY OF THE ESTATE AND (Y) THE DEBTOR SHALL BE FULLY AND FINALLY DISCHARGED OF ANY LIABILITY OR OBLIGATION ON A DISALLOWED CLAIM OR A DISALLOWED INTEREST. Except as otherwise specifically provided herein, nothing in the Plan shall be deemed to waive, limit or restrict in any manner the discharge granted upon Confirmation of the Plan pursuant to section 1141 of the Bankruptcy Code. Section 13.02 DISTRIBUTIONS IN COMPLETE SATISFACTION. The distributions and rights provided under the Plan shall be in complete satisfaction, discharge and release, effective as of the Effective Date, of all Claims against and Interests in the Debtor and the Estate and all Liens upon any Property of the Estate except for Liens expressly continuing pursuant to the terms of the Plan or the operative documents between the Debtor and the Holder of a Claim regarding the treatment of the Claim under the Plan. The Holders of Liens satisfied, discharged and released under the Plan shall execute any and all documentation reasonably requested by the Debtor evidencing the satisfaction, discharge and release of such Liens. Section 13.03 INJUNCTION. AS PART OF THE CONFIRMATION ORDER, THE BANKRUPTCY COURT SHALL PERMANENTLY ENJOIN AND PROHIBIT ALL HOLDERS OF CLAIMS, LIENS, ENCUMBRANCES, RIGHTS AND INTERESTS IN, TO OR AGAINST THE COMPANY OR ANY OF ITS ASSETS FROM ASSERTING, PROSECUTING, OR COLLECTING SUCH CLAIMS, LIENS (OTHER THAN LIENS EXPRESSLY CONTINUING PURSUANT TO THE TERMS OF THE PLAN OR THE OPERATIVE DOCUMENTS BETWEEN THE DEBTOR AND THE HOLDER OF A CLAIM REGARDING THE TREATMENT OF THE CLAIM UNDER THE PLAN), ENCUMBRANCES, RIGHTS AND INTERESTS AGAINST THE REORGANIZED DEBTOR; PROVIDED, HOWEVER, THAT SUCH INJUNCTION SHALL NOT APPLY TO ANY CLAIM ASSERTED AGAINST REORGANIZED RHG BY A CLAIMANT BASED ON A DEFAULT BY REORGANIZED RHG IN PERFORMANCE OF ITS OBLIGATIONS TO THE CLAIMANT UNDER THE PLAN AS PROVIDED FOR IN ARTICLE III. Section 13.04 OTHER DOCUMENTS AND ACTIONS. The Debtor is authorized to execute such documents (including the Plan Documents) and take such other action as is necessary to effectuate the transactions provided for in the Plan. -53- Section 13.05 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Case under sections 105(a) or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. Section 13.06 PRESERVATION OF INSURANCE. Except as necessary to be consistent with the Plan, the Plan and the discharge provided herein shall not diminish or impair (A) the enforceability of insurance policies that may cover Claims against the Debtor or any other Person or Entity or (B) the continuation of workers' compensation programs in effect, including self-insurance programs. Section 13.07 GUARANTIES. Notwithstanding the existence of guaranties by the Debtor of obligations of any Entity or Entities, and the Debtor's joint obligations with another Entity or Entities with respect to the same obligations, all Claims against the Debtor based upon any such guaranties shall be satisfied, discharged and released in the manner provided in the Plan and the Holders of Claims shall be entitled to only one distribution with respect to any given obligation of the Debtor. Section 13.08 WAIVER OF SUBORDINATION RIGHTS. Any distributions under the Plan shall be received and retained free of and from any obligations to hold or transfer the same to any other Creditor, and shall not be subject to levy, garnishment, attachment or other legal process by any Holder by reason of claimed contractual subordination rights. Section 13.09 NO SUCCESSOR LIABILITY. Except as otherwise expressly provided in the Plan, the Debtor does not, pursuant to the Plan or otherwise, assume, agree to perform, pay, or indemnify Creditors or otherwise have any responsibilities for any liabilities or obligations of the Debtor relating to or arising out of the operations of or assets of the Debtor, whether arising prior to, on, or after the Confirmation Date, except that the Debtor shall assume the obligations specified in the Plan and the Confirmation Order. ARTICLE XIV RETENTION OF JURISDICTION Section 14.01 EXCLUSIVE JURISDICTION OF BANKRUPTCY COURT. Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain after the Effective Date exclusive jurisdiction of all matters arising out of, arising in or related to, the Chapter 11 Case, to the fullest extent permitted by applicable law, including jurisdiction to: a. allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest (whether Filed before or after the Effective Date and whether or not contingent, Disputed or unliquidated), including the compromise, settlement and resolution of any request for payment of any Administrative Expense Claim or Priority Claim, the resolution of any Objections to the allowance or priority of Claims or Interests and the resolution of any dispute as to the treatment necessary to reinstate a Claim pursuant to the Plan and to hear -54- and determine any other issue presented hereby or arising hereunder, including during the pendency of any appeal relating to any Objection to such Claim or Interest (to the extent permitted under applicable law); b. grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; c. hear and determine motions, applications, adversary proceedings, contested matters and other litigated matters pending on, Filed on, or commenced after the Effective Date including proceedings with respect to the rights of the Debtor to recover Property under sections 542, 543 or 553 of the Bankruptcy Code, or to bring any Avoidance Action, or to otherwise collect or recover on account of any claim or Cause of Action that the Debtor or the Reorganized Debtor may have or retain; d. determine and resolve any matters related to the assumption, assumption and assignment or rejection of any executory contract or unexpired lease to which the Debtor is a party or with respect to which the Debtor may be liable, and to hear, determine and, if necessary, liquidate any Claims arising therefrom; e. to ensure that all payments due under the Plan and performance of the provisions of the Plan are accomplished as provided herein and resolve any issues relating to distributions to Holders of Allowed Claims pursuant to the provisions of the Plan; f. construe, and take any action and issue such orders, as may be necessary for the enforcement, implementation, execution and consummation of, the Plan and all contracts, instruments, releases, indentures and other agreements or documents created in connection with the Plan, including, without limitation, the Disclosure Statement and the Confirmation Order, for the maintenance of the integrity of the Plan and protection of the Reorganized Debtor in accordance with sections 524 and 1141 of the Bankruptcy Code following consummation; g. determine and resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation, implementation or enforcement of the Plan (and all Exhibits to the Plan) or the Confirmation Order, and the indemnification and injunction provisions set forth in and contemplated by the Plan or the Confirmation Order, or any Entity's rights arising under or obligations incurred in connection therewith; h. modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code and SECTION 15.04 hereof or modify the Disclosure Statement, the Confirmation Order or any contract, instrument, -55- release, indenture or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, indenture or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order, in such manner as may be necessary or appropriate to consummate the Plan, to the extent authorized by the Bankruptcy Code, the Plan and the Plan Documents; i. 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, implementation or enforcement of the Plan or the Confirmation Order; j. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated; k. determine any other matters that may arise in connection with or relating to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, indenture or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order, except as otherwise provided in the Plan; l. determine such other matters as may be provided for in the Confirmation Order; m. hear and determine any other matters related hereto and not inconsistent with chapter 11 of the Bankruptcy Code; n. continue to enforce the automatic stay through the Effective Date; o. hear and determine (A) disputes arising in connection with the interpretation, implementation or enforcement of the Plan or (B) issues presented or arising under the Plan, including disputes among Holders and arising under agreements, documents or instruments executed in connection with the Plan; p. enter a final decree closing the Chapter 11 Case or converting it to a Chapter 7 case; q. determine and resolve controversies related to the Disbursing Agent or Indenture Trustee; r. enter any orders necessary to effectuate the transactions contemplated in the Plan; and -56- s. hear and determine any other matter relating to the Plan. Section 14.02 NON-EXCLUSIVE JURISDICTION OF BANKRUPTCY COURT. Following the Effective Date, the Bankruptcy Court will retain non-exclusive jurisdiction of the Chapter 11 Case to the fullest extent permitted by applicable law, including, without limitation, jurisdiction to: a. recover all assets of the Debtor and Property of its Estate, wherever located; b. hear and determine any motions or contested matters involving taxes, tax refunds, tax attributes and tax benefits and similar or related matters with respect to the Debtor or the Debtor's Estate arising prior to the Effective Date or relating to the period of administration of the Chapter 11 Case, including, without limitation, matters concerning federal, state and local taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code; and c. hear any other matter not inconsistent with the Bankruptcy Code. Section 14.03 FAILURE OF BANKRUPTCY COURT TO EXERCISE JURISDICTION. If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction over any matter arising under, arising in or related to the Debtor, including with respect to the matters set forth above in SECTION 14.01 and SECTION 14.02 hereof, this ARTICLE XIV shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such subject matter. ARTICLE XV MISCELLANEOUS PROVISIONS Section 15.01 BINDING EFFECT OF THE PLAN. The provisions of the Plan shall be binding upon and inure to the benefit of the Debtor, the Estate, the Reorganized Debtor and any of its Affiliates, any Holder of any Claim or Interest treated herein or any Person named or referred to in the Plan, and each of their respective heirs, executors, administrators, representatives, predecessors, successors, assigns, agents, officers and directors, and, to the fullest extent permitted under the Bankruptcy Code and other applicable law, each other Person affected by the Plan. Section 15.02 WITHDRAWAL OF THE PLAN. The Debtor or Reorganized Debtor reserves the right, at any time prior to the substantial consummation (as that term is defined in section 1101(2) of the Bankruptcy Code) of the Plan, to revoke or withdraw the Plan. If the Plan is revoked or withdrawn or if the Confirmation Date does not occur, the Plan shall be null and void and have no force and effect. In such event, nothing contained herein shall be deemed to constitute a waiver or release of any Claim by or against the Debtor or any other Person or to prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor. -57- Section 15.03 FINAL ORDER. Except as otherwise expressly provided in the Plan, any requirement in the Plan for a Final Order may be waived by the Debtor or Reorganized Debtor upon written notice to the Bankruptcy Court. No such waiver shall prejudice the right of any party in interest to seek a stay pending appeal of any order that is not a Final Order. Section 15.04 MODIFICATION OF THE PLAN. The Debtor or Reorganized Debtor may alter, amend or modify the Plan or Plan Documents under section 1127 of the Bankruptcy Code or as otherwise permitted at any time prior to the Confirmation Date. After the Confirmation Date and prior to the substantial consummation of the Plan, and in accordance with the provisions of section 1127(b) of the Bankruptcy Code and the Bankruptcy Rules, the Debtor, Reorganized Debtor, and any party in interest may, so long as the treatment of Holders of Claims or Interests under the Plan is not adversely affected, institute proceedings in the Bankruptcy Court to remedy any defect or omission or to reconcile any inconsistencies in the Plan, the Disclosure Statement or the Confirmation Order and any other matters as may be necessary to carry out the purposes and effects of the Plan; provided, however, prior notice of such proceedings shall be served in accordance with Bankruptcy Rule 2002. Section 15.05 VOTING RECORD DATE. The Voting Record Date shall be 5:00 p.m., (Eastern Daylight Time) on August 9, 2002; provided, however, that the setting of the Voting Record Date shall in no way preclude the Debtor's right or opportunity to object to any Claim for voting purposes. Section 15.06 BUSINESS DAYS. If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. Section 15.07 SEVERABILITY. Should the Bankruptcy Court determine, prior to the Confirmation Date, that any provision of the Plan is either illegal on its face or illegal as applied to any Claim or Interest, such provision shall be unenforceable as to all Holders of Claims or Interests or to the specific Holder of such Claim or Interest, as the case may be, as to which the provision is illegal. Unless otherwise determined by the Bankruptcy Court, such a determination of unenforceability shall in no way limit or affect the enforceability and operative effect of any other provision of the Plan. The Debtor reserves the right not to proceed with Confirmation or consummation of the Plan if any such ruling occurs. Section 15.08 GOVERNING LAW. EXCEPT TO THE EXTENT THAT (i) THE BANKRUPTCY CODE OR BANKRUPTCY RULES OR OTHER FEDERAL LAWS ARE APPLICABLE, OR (ii) THE PROVISIONS OF ANY CONTRACT, INSTRUMENT, RELEASE, INDENTURE OR OTHER AGREEMENT OR DOCUMENT ENTERED INTO IN CONNECTION WITH THE PLAN PROVIDE THAT THE LAW OF A DIFFERENT JURISDICTION SHALL GOVERN, THE CONSTRUCTION, IMPLEMENTATION AND ENFORCEMENT OF THE PLAN AND ALL RIGHTS AND OBLIGATIONS ARISING UNDER THE PLAN SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO CONFLICTS-OF-LAW PRINCIPLES WHICH WOULD APPLY THE LAW OF -58- A JURISDICTION OTHER THAN THE STATE OF FLORIDA OR THE UNITED STATES OF AMERICA. Section 15.09 DISSOLUTION OF THE COMMITTEE. On the Effective Date, the Committee shall be automatically dissolved and all members, Professionals and agents of such Committee shall be deemed released of their duties, responsibilities and obligations, and shall be without further duties, responsibilities and authority in connection with the Debtor, the Chapter 11 Case, the Plan or its implementation. Section 15.10 PAYMENT OF STATUTORY FEES. Notwithstanding any other provisions of the Plan to the contrary, the Reorganized Debtor shall pay the United States Trustee the appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6), within ten (10) days of the entry of the Confirmation Order, for pre-Confirmation periods and simultaneously provide to the United States Trustee an appropriate affidavit indicating the cash disbursements for the relevant period. The Reorganized Debtor shall further pay the United States Trustee the appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6) for post-Confirmation periods within the time period set forth in 28 U.S.C. Section 1930(a)(6), based upon all post-Confirmation disbursements made by the Reorganized Debtor, until the earlier of the closing of this case by the issuance of a Final Decree by the Bankruptcy Court, or upon the entry of an order by the Bankruptcy Court dismissing this case or converting this case to another chapter under the United States Bankruptcy Code, and the Reorganized Debtor shall provide to the United States Trustee upon the payment of each post-Confirmation payment an appropriate affidavit indicating all the cash disbursements for the relevant period. Section 15.11 NOTICES. Any notice required or permitted to be provided under the Plan shall be in writing and served by either (i) certified mail, return receipt requested, postage prepaid, (ii) hand delivery, or (iii) reputable overnight delivery service, freight prepaid, upon the following: To the Debtor: ROADHOUSE GRILL, INC. Attn.: Ayman Sabi, President 2703-A Gateway Drive Pompano Beach, FL 33069 Telephone ###-###-#### Facsimile: (954) 969-5422 With a copy to Debtor's counsel: KILPATRICK STOCKTON LLP BERGER SINGERMAN, P.A. Gerald A. Jeutter, Jr., Esq. Paul Steven Singerman, Esq. 3737 Glenwood Avenue, Suite 400 AND 200 S. Biscayne Boulevard, Suite 1000 Raleigh, NC 27612. Miami, FL 33131 Telephone: (919) 420-1700 Telephone: (305) 755-9500 Facsimile: (919) 420-1800 Facsimile: (305) 714-4340 -59- With a copy to the following interested party: Office of the U.S. Trustee 51 S.W. First Avenue, Suite 1204 Miami, FL 33130 Attention: Robert Angueira Telephone: (305) 536-7285 Facsimile: (305) 536-7360 Section 15.12 FILING OF ADDITIONAL DOCUMENTS. On or before substantial consummation of the Plan, the Debtor or Reorganized Debtor shall issue, execute, deliver, and File with the Bankruptcy Court or record any agreements and other documents, and take any action as may be necessary or appropriate to effectuate, consummate and further evidence the terms and conditions of the Plan. Section 15.13 TIME. Unless otherwise specified herein, in computing any period of time prescribed or allowed by the Plan, the day of the act or event from which the designated period begins to run shall not be included. The last day of the period so computed shall be included, unless it is not a Business Day, in which event the period runs until the end of next succeeding day that is a Business Day. Otherwise, the provisions of Bankruptcy Rule 9006 shall apply. Section 15.14 NO INTEREST. Unless otherwise specifically provided for in the Plan or Confirmation Order or Allowed by a Final Order of the Bankruptcy Court, postpetition interest shall not accrue or be paid on Claims, and no Holder of a Claim or Interest shall be entitled to such interest or any penalty or late charge accruing on or after the Petition Date on any such Claim or Interest. Interest shall not accrue or be paid upon any Disputed Claim with respect to the period from the Petition Date to the date paid with respect to such Claim once Allowed. Section 15.15 NO ATTORNEYS' FEES. No attorneys' fees will be paid by the Debtor or Reorganized Debtor with respect to any Claim or Interest except as expressly specified herein or Allowed by a Final Order of the Bankruptcy Court. Section 15.16 DEFENSES WITH RESPECT TO UNIMPAIRED CLAIMS. Except as otherwise provided in the Plan, nothing shall affect the rights and legal and equitable defenses of the Debtor or Reorganized Debtor, with respect to any Unimpaired Claim, including, but not limited to, all rights in respect of legal and equitable defenses to setoffs or recoupments against Unimpaired Claims. Section 15.17 NO INJUNCTIVE RELIEF. No Claim or Interest shall under any circumstances be entitled to specific performance or other injunctive, equitable or other prospective relief. Section 15.18 CONTINUED CONFIDENTIALITY OBLIGATIONS. Pursuant to the terms thereof, members of and advisors to any Committee, any other Holder of a Claim or Interest and their respective predecessors, successors and assigns shall continue to be obligated and bound by the terms of any confidentiality agreement executed by them in connection with this Chapter 11 -60- Case or the Debtor, to the extent that such agreement, by its terms, may continue in effect after the Confirmation Date. Section 15.19 NO ADMISSIONS. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed an admission by the Debtor with respect to any matter set forth herein, including, without limitation, liability on any Claim or Interest or the propriety of any classification of any Claim or Interest. Section 15.20 ENTIRE AGREEMENT. The Plan sets forth the entire agreement and undertakings relating to the subject matter hereof and supersedes all prior discussions and documents. The Debtor shall not be bound by any terms, conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof, other than as expressly provided for herein or as may hereafter be agreed to by the parties in writing. Section 15.21 WAIVER. The Debtor reserves its right, in its sole discretion, to waive any provision of the Plan to the extent such provision is for the sole benefit of the Debtor and/or its Affiliates. Section 15.22 PLAN SUPPLEMENT. Any and all exhibits, lists or schedules not Filed with the Plan or the Disclosure Statement shall be contained in a Plan Supplement and Filed with the Bankruptcy Court not later than five (5) Business Days prior to the commencement of the Confirmation Hearing. Upon its Filing with the Bankruptcy Court, the Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours. Holders of Claims or Interests may obtain a copy of the Plan Supplement upon written request to counsel to the Debtor at the addresses set forth in SECTION 15.11 of the Plan. CONFIRMATION REQUEST The Debtor hereby requests confirmation of the Plan pursuant to section 1129(a) or, in the event that the Plan is not accepted by each of those Classes of Claims or Interests entitled to vote, section 1129(b) of the Bankruptcy Code. -61- Dated: June 12, 2002. ROADHOUSE GRILL, INC., Debtor-in-Possession By: ----------------------------------- Ayman Sabi, President Respectfully submitted, BERGER SINGERMAN, P.A. Attorneys for the Debtor-in-Possession 200 S. Biscayne Boulevard, Suite 1000 Miami, Florida 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 By: ----------------------------------- Paul Steven Singerman, Esq. Florida Bar No. 378860 E-mail: ***@*** Leslie Gern Cloyd, Esq. Florida Bar No. 303305 E-mail: ***@*** and Gerald A. Jeutter, Jr., Esq. North Carolina Bar No. 17724 E-mail: ***@*** Alfred S. Lurey, Esq. Georgia Bar No. 461500 E-mail: ***@*** Melinda A. Marbes, Esq. Georgia Bar No. 004440 ***@*** KILPATRICK STOCKTON LLP Attorneys for the Debtor-in-Possession 3737 Glenwood Avenue, Suite 400 Raleigh, NC 27612 Telephone: (919) 420-1700 Facsimile: (919) 420-1800
