Sample Plan—Liquidation

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

Executive Guide to Corporate Bankruptcy

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA

JOINT LIQUIDATING PLAN OF REORGANIZATION OF THE

DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

HENDRICKSON & ASSOCIATES

4411 S. Rural Road

Suite 201

Tempe, Arizona 85282

Telephone: (480) 345-7500

Attorneys: Brian W. Hendrickson

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

Debtors

Dated: February 18, 2000

Phoenix, Arizona

Sample Plan _ Liquidation

TABLE OF CONTENTS

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

1.1 Administrative Claim

1.2 Administrative Claim Bar Date

1.3 Affiliate

1.4 Allowed

1.5 ALO

1.6 Assets

1.7 Avoidance Actions

1.8 Ballot

1.9 Bankruptcy Code

1.10 Bankruptcy Court

1.11 Bankruptcy Rules

1.12 Bar Date

1.13 BFA

1.14 BFA Series D Agreements

1.15 BFA Series D Notes

1.16 Business Day

1.17 Cash

1.18 CFP

1.19 CFP Series D Notes

1.20 Chapter 11 Affiliates

1.21 Chapter 11 Cases

1.22 Claim

1.23 Class

1.24 Collateral

1.25 Confirmation Date

1.26 Confirmation Hearing

1.27 Confirmation Order

1.28 Consolidated Estates

1.29 Contingent Claim

1.30 Creditor

1.31 Creditors' Committee

1.32 Cure

1.33 D&O Policy

1.34 Debt Instrument

1.35 Debt Securities Claim

1.36 Debtors

1.37 Disbursing Agent

1.38 Disclosure Statement

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1.39 Disclosure Statement Summary

1.40 Disputed

1.41 Distribution Date

1.42 Distribution Record Date

1.43 Distribution Reserve

1.44 Easy Access Agreements

1.45 Education Investment Agreements

1.46 Effective Date

1.47 Equity Interest

1.48 Equity Securities Claim

1.49 Estate

1.50 EVIG

1.51 Exchange Act

1.52 Excise Tax Claims

1.53 FAS

1.54 Final Order

1.55 GAAP

1.56 General Litigation Certificate

1.57 General Unsecured Claim

1.58 General Unsecured Claim Distribution Percentage

1.59 General Unsecured Claim Recovery Schedule

1.60 GEF

1.61 GIF

1.62 GUC-Net Distributable Cash Payment

1.63 Initial Distribution Date

1.64 Indemnification Claims

1.65 Intercompany Claim

1.66 Investor Advisory Committee

1.67 Investor Claims

1.68 Investor Debt Securities

1.69 IRA

1.70 IRS

1.71 Lien

1.72 Liquidating Trust

1.73 Liquidating Trust Agreement

1.74 Liquidating Trust Board

1.75 Liquidating Trustee

1.76 Liquidation Certificate

1.77 Litigation Claims

1.78 Mortgage Backed Notes (CFP)

1.79 Mortgage Backed Notes (NCV)

1.80 Mortgage Backed Notes (Series A-E)

1.81 NCV

1.82 Net Avoidance Action Recovery

1.83 Net Distributable Cash

Sample Plan _ Liquidation

1.84 Net Litigation Recovery

1.85 New Asset Subsidiary, LLC

1.86 New Asset Subsidiary, LLC Articles of Organization

1.87 New Asset Subsidiary, LLC Operating Agreement

1.88 New Residential Real Estate Subsidiary

1.89 Non-Debtor Affiliates

1.90 Peak Performance Notes

1.91 Peak Performance Notes _ Series B

1.92 Person

1.93 Petition Date

1.94 Plan

1.95 Platform Subsidiaries

1.96 Preference Equalization Credit

1.97 Preference Period

1.98 Preference Settlement Option

1.99 Preserved Ordinary Course Administrative Claim

1.100 Priority Claim

1.101 Priority Tax Claim

1.102 Professionals

1.103 Professional Fee Bar Date

1.104 Professional Fees

1.105 Pro Rata

1.106 Reclamation Claims

1.107 Related Investor Claims

1.108 Restated New Residential Real Estate Subsidiary By-Laws

1.109 Restated New Residential Real Estate Subsidiary Certificate

1.110 Restructuring Committee

1.111 Restructuring Committee By-Laws

1.112 Retiree Benefits

1.113 Revenue Code

1.114 Schedules

1.115 SEC

1.116 Secured Claims

1.117 Secured Tax Claim

1.118 Securities Act

1.119 Securities Claim

1.120 Series C Shares

1.121 Series D Agreements (CFP)

1.122 Series E Agreements

1.123 Series I Agreements

1.124 Setoff Claims

1.125 Share

1.126 Subsidiary

1.127 Subsidiary Claim

1.128 Substantive Consolidation Motion

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1.129 Summary Disclosure Statement

1.130 Trust/IRA Litigation Certificate

1.131 Unsecured Deficiency Claims

1.132 Voting Record Date

1.133 18-Month Series D Agreements

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

2.1 Request For Substantive Consolidation

2.2 Effect Of Substantive Consolidation

2.3 Exceptions To Substantive Consolidation

ARTICLE 3. TREATMENT OF UNCLASSIFIED CLAIMS

3.1 Unclassified Claims

3.2 Administrative Claims

3.3 Preserved Ordinary Course Administrative Claims

3.4 Priority Tax Claims

3.5 Reclamation Claims

3.6 Claims for Professional Fees

ARTICLE 4. CLASSIFICATION OF CLAIMS AND EQUITY
INTERESTS

4.1 Summary of Classification

4.2 Specific Classification

ARTICLE 5. TREATMENT OF CLAIMS AND EQUITY
INTERESTS

5.1 Class 1 _ Priority Claims

5.2 Class 2 _ Secured Tax Claims

5.3 Class 3 _ Investor Claims

5.4 Class 4 _ Miscellaneous Secured Claims

5.5 Class 5 _ General Unsecured Claims

5.6 Class 6 _ Excise Tax Claims

5.7 Class 7 _ Debt Securities Claims

5.8 Class 8 _ Equity Interests and Equity Securities Claims

ARTICLE 6. MEANS FOR IMPLEMENTATION OF THE PLAN

6.1 Creation of the Liquidating Trust; Transfer of Assets

6.2 Transfer of Litigation Claims

6.3 Liquidating Trustee

6.4 Liquidating Trust Board

6.5 Investor Advisory Committee

6.6 Amendments to Liquidating Trust Agreement

6.7 Formation of Platform Subsidiaries

6.8 Reporting Status

Sample Plan _ Liquidation

6.9 Sale of Assets

6.10 General Unsecured Claim Recovery Schedule

6.11 Distributions; Proceeds From Asset Sales

6.12 Special Distribution Procedures For Litigation Claims

6.13 Termination of Liquidating Trust

6.14 Dissolution of Debtors and Non-Debtor Affiliates

6.15 Restructuring Committee; Officers

6.16 Intercompany Claims

6.17 No Corporate Action Required

6.18 Termination of Subordination Rights and Settlement of
Related Investor Claims

6.19 Administration Pending Effective Date

6.20 Post-Confirmation Fees; Final Decree

ARTICLE 7. Executory contracts and unexpired leases

7.1 Assumption or Rejection of Executory Contracts and Unexpired Leases

7.2 Retiree Benefits

ARTICLE 8. Confirmation without acceptance by all impaired classes

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

9.1 Certificates

9.2 Section 1145 Exemption

ARTICLE 10. CONDITIONS PRECEDENT

10.1 Conditions To Confirmation

10.2 Conditions To Effectiveness

10.3 Waiver Of Conditions

ARTICLE 11. Non-Allowance of penalties and
fines

ARTICLE 12. Title to property; discharge;
injunction

12.1 Transfer of Assets

12.2 Discharge

12.3 Injunction

12.4 Exculpation

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

13.1 Objection Deadline; Prosecution Of Objections

13.2 No Distributions Pending Allowance

Executive Guide to Corporate Bankruptcy

13.3 Distribution Reserve

13.4 Distributions After Allowance

ARTICLE 14. retention of jurisdiction

14.1 Jurisdiction

ARTICLE 15. amendment and withdrawal of plan

15.1 Amendment of the Plan

15.2 Revocation or Withdrawal of the Plan

ARTICLE 16. miscellaneous

16.1 Filing of Objections to Claims

16.2 Settlement of Objections After Effective Date

16.3 Effectuating Documents; Further Transactions; Timing

16.4 Exemption From Transfer Taxes

16.5 Binding Effect

16.6 Governing Law

16.7 Modification of Payment Terms

16.8 Setoffs

16.9 Notices

16.10 Delivery of Notices

16.11 Termination of Statutory Committees

16.12 Severability

16.13 Withholding And Reporting Requirements

16.14 Quarterly Fees To The United States Trustee

16.15 Amendments to Exhibits

16.16 Method Of Payment

Exhibits

[ACTUAL EXHIBITS NOT INCLUDED]

Exhibit 1 Chapter 11 Affiliates

Exhibit 2 General Litigation Certificate

Exhibit 3 Liquidating Trust Agreement

Exhibit 4 Liquidation Certificate

Exhibit 5 Litigation Claims (excluding Avoidance Actions)

Exhibit 6 New Asset Subsidiary, LLC Operating Agreement

Exhibit 7 New Asset Subsidiary, LLC Articles of Organization

Exhibit 8 List of Non-Debtor Affiliates

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

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

Exhibit 11 Trust/IRA Litigation Certificate

Sample Plan _ Liquidation

INTRODUCTION

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

Article 1. DEFINITIONS, RULES OF INTERPRETATION,

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

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

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

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

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

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

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

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

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

1.64 Indemnification Claims. Any Claim of any Person arising from

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

1.69 IRA. Individual Retirement Account.

1.70 IRS. The Internal Revenue Service.

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

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

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

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

1.75 Liquidating Trustee. The Person to be designated as the

Sample Plan _ Liquidation

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

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

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

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

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

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

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

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

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

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

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

Sample Plan _ Liquidation

the form of Exhibit 10 to the Plan.

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

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

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

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

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

1.115 SEC. The United States Securities and Exchange Commission.

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

Sample Plan _ Liquidation

Article 3. TREATMENT OF UNCLASSIFIED CLAIMS

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

3.2 Administrative Claims.

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

Sample Plan _ Liquidation

Article 4. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

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

4.2 Specific Classification.

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

Article 5. TREATMENT OF CLAIMS AND EQUITY INTERESTS

Class 1 _ Priority Claims

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

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

Class 2 _ Secured Tax Claims

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

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

Class 3 _ Investor Claims

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

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

Sample Plan _ Liquidation

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

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

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

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

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

Sample Plan _ Liquidation

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

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

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

Class 4 _ Miscellaneous Secured Claims

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

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

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

Executive Guide to Corporate Bankruptcy

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

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

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

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

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

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

Class 5 _ General Unsecured Claims

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

Sample Plan _ Liquidation

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

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

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

Class 6 _ Excise Tax Claims.

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

Class 7 _ Debt Securities Claims

Subordination. Pursuant to the Plan and Section 510 of the Bankruptcy Code, all Debt Securities Claim