capmark 3568 conf order

7/27/2019 Capmark 3568 Conf Order

1/125Date filed: 8/24/11Docket No.: 3568

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

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CAPMARK FINANCIAL GROUP INC., et at,Debtors.

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Chapter 11Case No. 09-13684 (CSS)Jointly AdministeredRe: Docket No. 3558

ORDERCONFIRMING TIDRD AMENDED JOINT PLAN OF CAPMARKFINANCIAL GROUP INC. AND CERTAIN AFFILIATED PROPONENTDEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

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TABLE OF CONTENTS

1. Jurisdiction and Venue 4II. Third Amended Plan , 5III. Confrrmation of the Plan 5

A. Conflffilation 5B. Revocation, Withdrawal, or Non-Consummation 6C. Conditions to the Effective Date and Substantial Consummation of the Plan 6D. Effects of Conflffilation 7

IV. Approval, Modification, and Execution ofPlan Documents 7V. Claims Bar Dates and Other Claims Matters 7

A. BarDate for Administrative Expense Claims 7B. Bar Date for Professional Fee Claims 8C. BarDate for Rejection Damages Claims and Rejection Objections 9D. Assumed Executory Contract and Unexpired Lease Provisions and Related Procedures. I0E. Enforcement of BarDates '" 11F. Indenture Trustee Claims and Agent Claims 12

VI. Continuation ofCompensation and Benefit Programs 13VII. Continuation ofIndemnification and Reimbursement Obligations 13VIII. Preservations ofRights ofAction; Settlement. 14lX. Distributions under the Plan 16A. Distributions and Disbursing Agent 16

B. Distribution Record Date 16C. Setoffs 17

X. Matters Relating to Implementation of the Plan 17A. Approval of the Crystal Ball Settlement 17B. Approval of the GE Settlement 18C. General Authorization 18D. Title to Assets 20E. Transfers 20F. Corporate Governance and Management of the Reorganized Debtors 21G. Exemptions from Taxation 21H. Exemptions from Securities Laws 22I. Delivery ofDocuments 22

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J. Cancellation ofExisting Securities and Agreements 23K. Releases and Exculpation Provisions 23

XI. Discharge and Injunctions 23A. Discharge ofClaims , 23B. Injunctions 24

(i ) Injunction against Claims and Equity Interests 24(ii) Term ofExisting Injunctions or Stays 25(iii) Injunction against Interference with Plan 25(iv) Injunction Regarding Worthless Stock Deduction 25

XII. Resolution or Overruling ofConfirrnation Objections 26Xli. Retention ofJurisdiction by the Bankruptcy Court 26XIV. Special Provisions With Respect to the Protech C Plan and the CAP Plan 26XV. Notice ofEntry of Confirmation Order 29XVI. No Just Cause for Delay 29

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Exhibit

A

BC

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TABLE OF EXHIBITS

Third Amended Joint Plan ofCapmark Financial Group Inc. and CertainAffiliated Proponent Debtors under Chapter11 of the Bankruptcy CodeConfirmation NoticeConfirmation Notice - Publication Version

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ORDER CONFIRMING T m R D AMENDED JOINT PLAN OF CAPMARK FINANCIALGROUP INC. AND CERTAIN AFFILIATED PROPONENT

DEBTORS UNDER CHAPTER 11 O F T HE BANKRUPTCY CODECapmark Financial Group Inc. ("CFGI") and certain of its subsidiaries and

affiliates, as plan proponent debtors and debtors in possession (collectively, the "ProponentDebtors,,,1 and after the Effective Date, the "Reorganized Debtors") having filed on April 15,2011 [Docket No. 2788J the Joint Plan ofCapmark Financial Group Inc. and Certain AffiliatedProponent Debtors under Chapter 11 of the Bankruptcy Code, which plan was subsequentlyamended pursuant to the (i) First Amended Joint Plan of Capmark Financial Group Inc. andCertain Affiliated Proponent Debtors under Chapter 11 of the Bankruptcy Code, filed on May27, 2011 [Docket No. 3011 J, (ii) SecondAmended Joint Plan ofCapmark Financial Group Inc.and Certain Affiliated Proponent Debtors under Chapter 11 o f the Bankruptcy Code, fIled onJuly 8,2011 [Docket No. 3226] and (iii) ThirdAmendedJoint Plan ofCapmark Financial GroupInc. and Certain AffiliatedProponent Debtors under Chapter 11 of the Bankruptcy Code, filedon August 16, 2011 [Docket No. 3476], as further modified to reflect additional technicalamendments and re-filed on August 18, 2011 and August 23, 2011 (the "Plan"i; and the Courthaving entered, pursuant to sections 105, 502, 1125, 1126, and 1128 o f the Bankruptcy Code,

I The following 14 Proponent Debtors (with the last four digits of each such Debtor's federal tax identificationnumber) are proponents of the Plan (defmed herein): Summit Crest Ventures, LLC ("SCV") (5690); CFGI (2188);Capmark Capital Inc. ("CCI") (6496); Capmark Finance Inc. ("CFI") (3444); Commercial Equity Investments, Inc.("CEI") (4153); Mortgage Investments, LLC ("MIL") (6319); Net Lease Acquisition LLC ("NLA") (9658); SJMCap, LLC ("SlM") (0862); Capmark Affordable Equity Holdings Inc. ("CAEH") (2379); Capmark REO HoldingLLC ("CREG") (3951); Capmark Affordable Properties Inc. ("CAP") (3435); Capmark Affordable Equity Inc.("CAE") (2381); Capmark Investments LP ("CILP") (7999); and Protech Holdings C, LLC (''Protech C") (7929).CFGI's corporate headquarters is located at 116 Welsh Road, Horsham, Pennsylvania 19044. The addresses for allof the Debtors are available at the following World Wide Web address: htt,p:llchapterll.epigsystems.comfcapmark.2 Capitalized terms used but not otherwise defined herein shall have themeanings ascribed to such terms in the Plan.The rules o f construction set forth in Section 1.3 of the Plan apply to this Order (the "Confirmation Order"). Inaccordance with Section 1. I, unless the context otherwise requires, any capitalized term used and not defined in thePlan or this Confmnation Order, but that is defined in the Bankruptcy Code, shall have the meaning ascribed to thatterm in the Bankruptcy Code. A copy of the Plan is attached hereto as Exhibit A and is incorporated herein byreference.

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BankruptcyRules 2002,3016,3017,3018,3020,9013,9014, and 9021, and Local Rules 2002-1,3017-1, and 9013-1, and after due notice and a hearing, an order dated July 8,2011 [Docket No.3230] (the "Disclosure Statement Order"), by which the Bankruptcy Court, among other things,(i) approved the Proposed Second Amended Disclosure Statement for Joint Plan of CapmarkFinancial Group Inc. and Certain Affiliated Proponent Debtors under Chapter 11 of theBankruptcy Code, dated as of July 8, 2011 [Docket No. 3226] (the "Disclosure Statement"),(ii) established procedures for the solicitation and tabulation of votes to accept or reject the Plan,and approved the forms of ballots to be used in connection therewith, and (iii) scheduled ahearing on August 19, 2011, to consider confirmation of the Plan (the "Confirmation Hearing");and an affidavit of service having been executed by Epiq Bankruptcy Solutions, LLC ("Epig"),in its capacity as the Court-appointed voting and solicitation agent, attesting to the mailing of thenotice of the ConfIrmation Hearing and solicitation materials in respect of the Plan in accordancewith the Disclosure Statement Order and fIled with the Bankruptcy Court on July 21, 2011[Docket No. 3311]; and the certification regarding the publication of notice of the ConfirmationHearing in various publications having been filed on August 17, 2011 [Docket No. 3488], asrequired by the Disclosure Statement Order; and due notice of the ConfIrmation Hearing havingbeen provided to holders ofClaims against and Equity Interests in the Proponent Debtors and toother parties in interest, all in accordance with the Bankruptcy Code, the Bankruptcy Rules andthe Disclosure Statement Order; and the Proponent Debtors having fIled the Plan Supplement tothe Second Amended Joint Plan of Capmark Financial Group Inc; and Certain AffiliatedProponent Debtors under Chapter 11 of the Bankruptcy Code on July 29, 2011 [Docket No.3360], the Amended Plan Supplement to the Third Amended Joint Plan of Capmark FinancialGroup Inc. and Certain Affiliated Proponent Debtors under Chapter 11 o/the Bankruptcy Code

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on August 16, 2011 [Docket No. 3483] and the Second Amended Plan Supplement to the ThirdAmended Joint Plan ofCapmark Financial Group Inc and Certain AffiliatedProponent DebtorsUnder Chapter 11 of the Bankruptcy Code on August 18, 2011 [Docket No. 3527] (collectively,as amended, the "Plan Supplement"); and the Proponent Debtors having filed in support ofconfinnation of the Plan the (i) Declaration ofCarol Flaton in Support ofConfirmation of theThird Amended Joint Plan ofCapmark Financial Group Inc. and Certain Affiliated ProponentDebtors under Chapter 11 o fthe Bankruptcy Code (the "Flaton Declaration"); (ii) Declaration ofMohsin Y. Meghji in Support of Confirmation of the Third Amended Joint Plan of CapmarkFinancial Group Inc. and Certain Affiliated Proponent Debtors under Chapter 11 of theBankruptcy Code (the "Meghii Declaration"); (iii) Declaration ofThomas 1. Fairfield in SupportofConfirmation of the Third Amended Joint Plan ofCapmark Financial Group Inc. and CertainAffiliated Proponent Debtors under Chapter 11 of the Bankruptcy Code (the "FairfieldDeclaration,"); and (iv)Amended Declaration ofChristina Pullo on behalfofEpiq BankruptcySolutions, LLC, Regarding Voting and Tabulation ofBallots Accepting and Rejecting Debtors'Second AmendedJoint Plan ofCapmark Financial Group Inc. and Certain AffiliatedProponentDebtors under Chapter 11 of the Bankruptcy Code (the "Voting Declaration," and together withthe Flaton Declaration, the Meghji Declaration, and the Fairfield Declaration, the"Declarations"), certifying the voting tabulation compiled by Epiq and reflecting that therequisite votes were obtained to support confinnation of the Plan3 each such Declaration,together with their respective exhibits, having been filed with the Court on August 16, 2011,other than the Voting Declaration, having ,been filed on August 18, 2011; and the ProponentDebtors having filed a Memorandum of Law in Support of Third Amended Joint Plan of

3 The CFGr Plan did not have the requisite votes to confmn its Plan, but was able to invoke the cram downprovisions ofthe Bankruptcy Code (sections 1129(a)(10) and 1I29(b such that its Plan is confmnable.

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Capmark Financial Group Inc. and Certain Affiliated Proponent Debtors under Chapter 11 ofthe Bankruptcy Code on August 16,2011 [DocketNo. 3479], and a Supplemental MemorandumofLaw in Support of Third Amended Joint Plan ofCapmark Financial Group Inc. and CertainAffiliated Proponent Debtors under Chapter 11 of the Bankruptcy Code on August 18, 2011[Docket No. 3521]; and objections to confinuation of the Plan having been filed on or beforeAugust 9, 2011, by (i) the Tennessee Department of Revenue, (ii) the State of Michigan,Department of Treasury, (iii) the Commonwealth of Pennsylvania, Department of Revenue, and(iv) ASM Capital III, LP, and a limited objection and reservation of rights with respect tocontinuation having been filed by Wells Fargo Bank, N.A. on August 19, 2011 (collectively, the"ConfIrmation Objections"); and a statement in support of the Plan and reservation of rightshaving been filed on August 12, 2011 by Deutsche Bank Trust Company Americas; and theContinuation Hearing having been held on August 19, 2011; and the appearances of allinterested parties having been noted in the record of the Confirmation Hearing; and upon theexhibits which were admitted into evidence, the testimony of all witnesses and other evidencepropounded at the Confinnation Hearing; and upon the arguments of counsel and the full recordin the Chapter 11 Cases; and after due deliberation and sufficient cause appearing therefor; it ishereby

ORDERED, ADJUDGED, AND DECREED4:I. Jurisdiction and Venue

1. The Court has subject matter jurisdiction to confmn the Plan pursuant to28 U.S.C. 1334.

4 The Court previously entered Findings of Fact and Conclusions of Law of the Court upon which this order ishereby issued.

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2. Venue of the Chapter 11 Cases is proper in the District of Delawarepursuantto 28 U.S.C. 1408 and 1409.

3. Conftrmation of the Plan is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(L).II. Third Amended Plan

4. The amendments to the Plan are either technical changes or clarificationsthat (i) do not materially or adversely change the treatment of the holder of Claims against orEquity Interests in any of the Proponent Debtors, (ii) have been consented to by the entitiesaffected thereby, and/or (iii) have been ruled upon by the Court and approved in all respects.The Proponent Debtors are authorized to take any and all steps and actions necessary toimplement or effectuate any of the transactions or other matters set forth in the Plan, as the samehas been modified. A blackline copy of the Plan reflecting all of the amendments made since thefiling of the SecondAmended Plan was filed with the Court and made available for review by allparties in interest.

5. The filing on August 16, 2011 of the Third Amended Plan, as amendedfurther by certain technical amendments on August 18, 2011 and August 23,2011, constitutesdue and sufficient notice thereof.

6. The Plan complies with section 1127 of the Bankruptcy Code and theamendments to the Plan are approved in their entirety.III. ConfIrmation of the Plan

A. Confirmation7. The Plan complies fully with sections 1121, 1122, 1123, and 1129 of the

Bankruptcy Code. The Proponent Debtors have complied with section 1125 of the BankruptcyCode with respect to the Disclosure Statement and the Plan.

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8. The Plan, inclusive of all exhibits and schedules to the Plan and the PlanSupplement, is CONFIRMED, subject to the specific provisions set forth below with respect tothe Protech C Plan and the CAP Plan.

B. Revocation, Withdrawal, or Non-Consummation9. The Plan shall become null and void in all respects if the Effective Date

does not occur by September 30, 2011, unless one or more Proponent Debtors, as applicable,after consultation with the Committee and the Ad Hoc Unsecured Lender Group, file with theBankruptcy Court a notice of waiver executed by the Proponent Debtors to extend the EffectiveDate as to anyone ormore Proponent Debtor's Plan.

10. In the event the Effective Date does not occur with respect to a ProponentDebtor's Plan on or before September 30,2011 (or such extended Effective Date as described inthe immediately foregoing paragraph), the parties shall be returned to the position they wouldhave held had the Confirmation Order not been entered, and nothing in such Plan, the DisclosureStatement, any of the Plan Documents, or any pleading filed or statement made in court withrespect to such Plan or the Plan Documents shall be deemed to constitute an admission or waiverof any sort or in any way limit, impair, or alter the rights ofany Entity.

C. Conditions to the Effective Date and SubstantialConsummation of the Plan11. Nothing in this Confirmation Order shall in any way affect the provisions

of Sections 10.1 and 10.2 of the Plan, which establish (i) the conditions precedent to theEffective Date of the Plan and (ii) the circumstances under which each of the conditionsprecedent in Sections 10.1 (d), (f), and (g) may be waived. Ifa condition to the occurrence of theEffective Date set forth in Section 10.1 of the Plan cannot be satisfied, and the occurrence ofsuch condition is not waived inwriting by the parties as set forth in Section 10.2 of the Plan, then

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the Plan shall be of no force and effect. Upon the satisfaction or waiver of the conditionscontained in Section 10.1 of the Plan, the occurrence of the Effective Date, and thecommencement ofDistributions under the Plan, substantial consummation of the Plan, within themeaning of sections 1101 and 1127(b) of the Bankruptcy Code, is deemed to have occurred.

12. The Court has issued this Confinnation Order in fonn and substancereasonably satisfactory to the Proponent Debtors, the Committee, and the Ad Hoc UnsecuredLender Group, as contemplated by Section 10.1(a) of the Plan.

D. Effects of Confirmation13. From and after the Effective Date, the Plan shall be binding upon and

inure to the benefit of the Proponent Debtors, the holders of Claims and Equity Interests, andtheir respective successors and assigns, including, without limitation, the Reorganized Debtors.IV. Approval,Modification, and Execution of Plan Documents

14. The Plan, the Plan Supplement, and all exhibits and schedules thereto,substantially in the form as they exist at the time of the entry of this Continnation Order,including, without limitation, the Plan Documents, are approved in all respects. The ProponentDebtors are authorized to issue the certificates evidencing the Reorganized CFGI Debt Securitiesand Reorganized CFGI Common Stock without the legend otherwise described in the DisclosureStatement.V. Claims Bar Dates and Other Claims Matters

A. Bar Date for Administrative Expense Claims15. Except as otherwise provided in the Plan or in paragraph 17 below, all

requests for payment of an Administrative Expense Claim shall be fIled with the BankruptcyCourt and served on the United States Trustee and attorneys for the Debtors and ReorganizedDebtors at the addresses set forth in Section 13.19 of the Plan not later than 30 days after the

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Effective Date (the "Administrative Expense Claims Bar Date"). Unless the United StatesTrustee, Proponent Debtors, or Reorganized Debtors objects to an Administrative Expense Claimwithin 45 days after receipt of a request for payment, such Administrative Expense Claim shallbe deemed Allowed in the amount requested. If the United States Trustee, Proponent Debtors, orReorganized Debtors objects to an Administrative Expense Claim, the Bankruptcy Court shalldetennine the Allowed amount of such Administrative Expense Claim; provided, however. thatthe United States Trustee. Proponent Debtors, or Reorganized Debtors, as applicable. and theapplicant may resolve such objection by stipulation, without further action of the BankruptcyCourt. Notwithstanding the foregoing, no request for payment of an Administrative ExpenseClaim need be filed with respect to an Administrative Expense Claim which is paid or payableby a Proponent Debtor in the ordinary course of business.

16. To the extent that an Administrative Expense Claim is Allowed against theProponent Debtors. there shall be only a single recovery on account of such Allowed Claim;provided, however, that an Entity holding an Allowed Administrative Expense Claim againstmore than one Proponent Debtor as co-obligors on such Claim may recover distributions fromanyone or more of such Proponent Debtors until such Entity has received payment in full onsuch Allowed Administrative Expense Claim.

B. BarDate for Professional Fee Claims17. All holders of a Claim for an award by the Bankruptcy Court of

compensation for services rendered or reimbursement of expenses incurred through andincluding the Effective Date pursuant to sections 503(b)(2). 503(b)(3). 503(b)(4), or 503(b)(5) ofthe Bankruptcy Code shall (i) file their respective fmal applications for allowances ofcompensation for services rendered and reimbursement of expenses incurred through theEffective Date by a date no later than the date that is 90 days after the Effective Date or by such

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other date as may be fixed by the Bankruptcy Court (the "Professional Fees Bar Date"), and(ii) if granted such an award by the Bankruptcy Court, be paid in full in such amounts as areAllowed by the Bankruptcy Court to the extent not previously paid by prior order of theBankruptcy Court (a) on the date on which such Administrative Expense Claim becomes anAllowed Administrative Expense Claim, or as soon thereafter as is reasonably practicable, or(b) upon .such other tenns as may be mutually agreed upon between such holder of anAdministrative Expense Claim and the ReorganizedDebtors.

c. Bar Date for Rejection Damages Claims and RejectionObjections18. Pursuant to Section 7.1 of the Plan, any executory contract or unexpired

lease of personal property set forth on Schedule 7.1 of the Plan Supplement that has not expiredby its own terms on orprior to the Confirmation Date, which has not been assumed, assumed andassigned, or rejected with the approval of the Bankruptcy Court, or which is not the subject of amotion to assume, assume and assign, or reject as of the Confirmation Date, shall be deemed

rejected by the Proponent Debtors on the Confirmation Date and the entry of this ConfirmationOrder shall constitute approval of such rejection pursuant to sections 365(a) and 1123 of theBankruptcy Code; provided, however, that the Proponent Debtors have the right, at any timeprior to the Effective Date, to amend Schedule 7.1 to (a) delete any executory contract orunexpired lease listed therein, thus providing for its assumption hereunder; or (b) add anyexecutory contract or unexpired lease to Schedule 7.1, thus providing for its rejection hereunder.The Proponent Debtors shall provide notice to the affected non-debtor counterparties to theexecutory contracts and unexpired personal property leases of (i) the proposed assumption orrejection, as applicable, of any executory contracts or unexpired personal property leases, (ii) any

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related cure amounts related to a proposed assumption, and (iii) any amendments to Schedule7.1.

19. Should the rejection of an executory contract or unexpired lease by theProponent Debtors pursuant to Section 7.1 of the Plan result in rejection damages to the non-debtor party or parties to such contract or lease, any claim for such rejection damages, if notheretofore evidenced by a filed proof of claim, shall be forever barred and shall not beenforceable against the Proponent Debtors, or their properties, agents, successors, or assigns,unless a proofof claim is filed with the Proponent Debtors' court-appointed claims agent or withthe Bankruptcy Court and served upon the Proponent Debtors or Reorganized Debtors, at theaddresses in Section 13.19 of the Plan, on or before 30 days after the later to occur of (a) theConfirmation Date, and (b) the date of entry of an order by the Bankruptcy Court authorizingrejection of such executory contract or unexpired lease (the "Contract Rejection Bar Date"). Tothe extent any non-debtor counterparty objects to the rejection of an executory contract orunexpired lease on any other basis, such objection must be filed with the Court and served on theProponent Debtors or Reorganized Debtors, at the addresses in Section 13.19 of the Plan, so as tobe received by the Proponent Debtors or Reorganized Debtors on or before the ContractRejection Bar Date. Nothing herein shall prejudice the rights of the non-debtor party or theProponent Debtors in respect of any assertion that a rejected contract was executory, wasterminated prior to rejection or the nature or calculation ofany damages with respect thereto.

D. Assumed Executory Contract and Unexpired Lease Provisionsand Related Procedures20. Any executory contract or unexpired lease of personal property of the

Proponent Debtors that is not set forth on Schedule 7.1 of the Plan Supplement is hereby deemedto have been assumed by the Proponent Debtors. Each executory contract or unexpired lease

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assumed hereunder shall include any modifications, amendments, supplements, or restatementsto such contract or lease. Entry of this Confirmation Order constitutes approval of suchassumptions pursuant to section 365(a) of the Bankruptcy Code and a finding by the BankruptcyCourt that each such assumed executory contract or unexpired lease is in the best interest of theProponent Debtors, their bankruptcy estates, and all parties in interest in the Chapter 11 Cases.

21. Except as may otherwise be agreed to by the parties, on or before the 30thday after the Effective Date, provided the non-debtor party to any such assumed executorycontract or unexpired lease has timely filed a proof of claim with respect to such cure amount,the Reorganized Debtors shall cure any and all undisputed defaults under each executorycontract and unexpired lease assumed by the Proponent Debtors pursuant to the Plan, inaccordance with section 365(b) of the Bankruptcy Code. All disputed defaults required to becured shall be cured either within 30 days of the entry of a Final Order determining the amount,if any, of the Reorganized Debtors' liability with respect thereto, or as may otherwise be agreedto by the parties. Unless a proofofclaim was timely filed with respect thereto, all cure amountsand all contingent reimbursement or indemnity claims for prepetition amounts expended by thenon-debtor parties to assumed executory contracts and unexpired leases shall be discharged uponentry of this Confirmation Order.

E. Enforcement ofBar Dates22. Except as otherwise provided in the Plan, any Entity that fails to file a

proof of Claim on or before the Administrative Expense Claims Bar Date, Professional Fees BarDate, or Contract Rejection Bar Date, or any other bar dates established in these Chapter 11Cases (collectively, the "Bar Dates"), or was not otherwise permitted to file a proofofclaim afterthe applicable Bar Date by a Final Order of the Bankruptcy Court, is and shall be barred,estopped, and enjoined from asserting any such Claim against the Proponent Debtors (i) in an

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amount that exceeds the amount, if any, that is identified in the Schedules on behalf of suchEntity as undisputed, noncontingent, and liquidated; or (ii) of a different nature or a differentclassification than any Claim identified in the Schedules on behalfof such Entity.

F. Indenture Trustee Claims and Agent Claims23. CFGI shall pay the Indenture Trustee Claims and the Agent Claims in

Cash in immediately available funds (a) in respect of outstanding invoices submitted on or priorto the tenth business day immediately preceding the Effective Date, on the Effective Date, and(b) in respect of invoices submitted after the tenth Business Day immediately preceding theEffective Date, within ten business days following receipt by the Reorganized Debtors of theapplicable invoice; provided, however, that to receive payment pursuant to Section 13.7 of thePlan, each Indenture Trustee and Agent shall provide reasonable and customary detail along withor as part of all invoices submitted in support of its respective Indenture Trustee Claims andAgent Claims to the attorneys for the Reorganized Debtors, attorneys for the Committee, and theUnited States Trustee. The Reorganized Debtors, the Committee and the United States Trusteeshall have the right to file objections to such Claims based on a "reasonableness" standard withinten days after receipt of such invoices, including supporting documentation. Any disputedamount of such Claims shall be subject to the jurisdiction of, and resolution by, the BankruptcyCourt. If an objection is timely filed to an Indenture Trustee Claim or Agent Claim, the Courtshall hold a hearing on sufficient notice to determine the reasonableness of such Claim. Uponpayment of such Indenture Trustee Claims and Agent Claims in full or by resolution of theBankruptcy Court, and unless otherwise earlier released, each such Indenture Trustee and Agentwill be deemed to have released its lien and priority rights for its fees and expenses under therespective indenture or loan agreement solely to the extent of such Claims; provided, however,that no such release oflien or priority rights shall have any effect on the rights of the entities that

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are preserved in Section 13.8 of the Plan. Distributions received by holders of Claims arisingunder the Unsecured Notes or Unsecured Loans pursuant to the Plan will not be reduced onaccount of the payment of any Indenture Trustee Claims or Agent Claims; provided, however,that Indenture Trustee Claims and Agent Claims arising after the Effective Date are satisfied inaccordance with the respective agreements, which shall survive for purposes of makingDistributions, as set forth in paragraph 45 hereof.VI. Continuation of Compensation and Benefit Programs

24. Except as provided in Section 7.1 of the Plan, the Proponent Debtors'existing health care plans (including medical plans, dental plans, vision plans, prescription plans,health savings accounts, and spending accounts), defmed contribution benefit plans, severanceplans, discretionary bonus plans, performance-based incentive plans, long-term incentive plans,retention plans, international tax equalization programs, workers' compensation programs andlife, disability, accidental death and dismemberment, directors and officers liability, and otherinsurance plans are treated as executory contracts under the Plan and shall, on the Effective Date,be deemed assumed by the Proponent Debtors in accordance with sections 365(a) and 1123(b)(2)of the Bankruptcy Code. On and after the Effective Date, all Claims submitted for payment inaccordance with the foregoing benefit programs, whether submitted prepetition or postpetition,shall be processed and paid in the ordinary course of business of the Reorganized Debtors, in amanner consistent with the terms and provisions of such benefit programs.VII. Continuation of Indemnification and Reimbursement Obligations

25. The obligations of the Proponent Debtors to indemnify and reimbursepersons who are or were directors, officers, or employees of any of the Proponent Debtors priorto or on the Commencement Date or at any time thereafter against and for any claims, liabilitiesor other obligations (including, without limitation, fees and expenses incurred by the board of

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directors of any of the Proponent Debtors, or the members, officers, or employees thereof, inconnection with the Chapter 11 Cases) pursuant to articles of incorporation, codes of regulations,bylaws, applicable state law, or specific agreement, or any combination of the foregoing, shallsurvive confIrmation of the Plan, and not be discharged in accordance with section 1141 of theBankruptcy Code, irrespective of whether indemnification or reimbursement is owed inconnection with an event occurring before, on, or after the Commencement Date. In furtheranceof the foregoing, the Reorganized Debtors shall maintain insurance for the benefit of suchdirectors, officers, or employees at levels no less favorable than those existing as of the date ofentry of this Confirmation Order Jor a period of no less than six years following the EffectiveDate.VllI. Preservations ofRights ofAction; Settlement.

26. Except to the extent the Preserved Rights are otherwise dealt with in thePlan or are expressly and specifically released in connection with the Plan, this ConfirmationOrder, or any settlement agreement approved during the Chapter 11 Cases, or otherwise providedin any contract, instrument, release, indenture, or other agreement entered into in connectionwith the Plan, in accordance with section 1123(b) of the Bankruptcy Code: (A)(I) the PreservedRights shall remain assets of and vest in the Reorganized Debtors, whether or not litigationrelating thereto is pending on the Effective Date, and whether or not any such Preserved Rightshave been listed or referred to in the Plan, the Schedules, or any other document filed with theBankruptcy Court, and (2) neither the Proponent Debtors nor the Reorganized Debtors waive,relinquish, or abandon (nor shall they be estopped or otherwise precluded from asserting) anyPreserved Rights: (a) whether or not such Preserved Rights have been listed or referred to in thePlan, the Schedules, or any other docwnent filed with the Bankruptcy Court, (b) whether or notsuch Preserved Rights are currently known to the Proponent Debtors, and (c) whether or not a

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defendant in any litigation relating to such Preserved Rights filed a proof of Claim in the Chapter11 Cases, filed a notice of appearance or any other pleading or notice in the Chapter 11 Cases,voted to accept or reject the Plan, or received or retained any consideration under the Plan;(B)(I) the Reorganized Debtors may commence, prosecute, defend against, settle, and realizeupon any Preserved Rights in their sole discretion, in accordance with what is in the bestinterests, and for the benefit, of the Reorganized Debtors; (2) any recoveries realized by theReorganized Debtors from the assertion of any Preserved Rights will be the sole property of theReorganized Debtors, and (3) to the extent necessary, the Reorganized Debtors will be deemedrepresentatives of their former Estates under section 1123(b) of the Bankruptcy Code; and(C) the Preserved Rights include, without limitation, any of the following: (1) the PreservedRights in respect of actions arising under the Bankruptcy Code, including sections 542-551thereof; (2) the Preserved Rights that have been raised or may be raised in connection with thepending or potential litigation listed on Exhibit 4.11 to the Plan; (3) the Preserved Rights withrespect to any action to collect on or enforce debts owed to, administered by, or serviced by aProponent Debtor, including, any current or former actions to enforce contractual obligations(e.g., mortgage loan documents, guarantees and credit enhancements), whether against collateraland/or individuals or entities; (4) the Preserved Rights with respect to any action to assert tortdamages relating to damages to a Proponent Debtor's property and/or property pledged to securedebt due a Proponent Debtor; (5) the Preserved Rights with respect to any contractual actionsagainst co-lenders, servicers, agents, trustees, or other entities involved in debts owed to,administered by, or serviced by a Proponent Debtor; (6) the Preserved Rights with respect to anyaction, whether known or unknown, relating to, among other things, gross negligence, willfulmisconduct, or actual fraud; (7) the Preserved Rights with respect to any contractual actions for

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potential breaches by the counterparty, including, without limitation, failure to payor failure tohonor their contractual obligations (e.g., non-compete agreements); and (8) the Preserved Rightswith respect to any action against a derivative contract counterparty; provided, however, that thePreserved Rights shall not include any rights, claims, causes of action, defenses, orcounterclaims against Entities who have provided management, management advisory, and/ormonitoring services to the Debtors pursuant to that certain management agreement dated as ofMarch 23,2006 (as modified by that certain letter agreement dated as of July 24,2009, and filedby CFGI on form 8-K, dated July 24, 2009), and any indemnification obligations of theProponent Debtors arising under those agreements shall survive in accordance with their termsand shall remain unaffected by the Plan.IX. Distributions under the Plan

A. Distributions and DisbursingAgent27. All Distributions, as well as all procedures relating thereto, shall be made

pursuant to Article V of the Plan.28. Wilmington Trust FSB, or such other nationally recognized financial trust

institution designated by CFGI or Reorganized CFGI and acceptable to the Committee and AdHoc Unsecured Lender Group, shall act as the DisbursingAgent. The Disbursing Agent shall beresponsible for Distributions required by the Plan.

B. Distribution Record Date29. The Distribution Record Date, or the record date for purposes ofmaking

Distributions under the Plan, shall be five Business Days after the date of entry of thisConfirmationOrder.

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C. Setoffs30. The Reorganized Debtors are authorized, pursuant to applicable

bankruptcy or non-bankruptcy law, to set off against any Allowed Claim and the Distributions tobe made pursuant to the Plan on account thereof (before any Distribution is made on account ofsuch Claim), the claims, rights, and causes of action of any nature that the Proponent Debtors'estates or the Reorganized Debtors hold against the holder of such Allowed Claim; provided,however, that neither the failure to effect such a setoffnor the allowance of any Claim hereundershall constitute a waiver or release by the Proponent Debtors or the Reorganized Debtors of anysuch claims, rights, and causes of action that the Proponent Debtors or the Reorganized Debtorsmay possess against such holder.x. Matters Relating to Implementation of the Plan

31. Pursuant to section 1123(b)(3)(A) of the Bankruptcy Code andBankruptcy Rule 9019, the Plan incorporates the terms and provisions of the Crystal BallSettlement and the GE Settlement. The Crystal Ball Settlement Agreement and the GESettlement Agreement are each included in the Plan Supplement. The terms of each of theCrystal Ball Settlement and the GE Settlement are fair, reasonable, and in the best interests of theProponent Debtors' estates and claim holders, and fall well above the lowest point in the range ofreasonableness.

A. Approval of the Crystal Ball Settlement32. On and after the Confirmation Date, in accordance with the Crystal Ball

Settlement Agreement, Crystal Ball shall cause the CB Subsidiaries (as defined in the CrystalBall Settlement Agreement) to consummate the settlement set forth in the Crystal BallSettlement Agreement, and Crystal Ball, the CB Subsidiaries, and the CB Parties (as defined inthe Crystal Ball Settlement Agreement) shall receive the releases as set forth in the Crystal Ball

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Settlement Agreement. The Indenture Trustee and Agent are authorized and directed to take allsuch actions necessary to effectuate the settlement, in accordance with the Crystal BallSettlement Agreement. Upon the Effective Date, all persons shall be forever precluded andenjoined from prosecuting or asserting any such released claim against Crystal Ball, the CBSubsidiaries, or the CB Parties.

B. Approval of the GE Settlement33. On and after the Confirmation Date, CAP and the Reorganized Debtors

shall be authorized to consummate the settlement set forth in the GE Settlement Agreement,including the mutual release and discharge ofCAP, the investor members of a related fund in theLIHTC Business, and their affiliates, from all claims relating to operation or managementof thefund and certain other entities relating to the fund. CAP and the Reorganized Debtors, asapplicable, are authorized and directed to (i) take all actions as are necessary to effectuate the GESettlement Agreement pursuant to sections 363, 365 and 1123(b) of the Bankruptcy Code and(ii) take or direct all other actions as are necessary to effectuate the terms of the GE SettlementAgreement, including, without limitation, to direct their non-debtor Affiliates to take certainactions in accordance with the terms of the GE Settlement Agreement.

C. General Authorization34. Pursuant to sections 1123 and 1142 of the Bankruptcy Code and without

further action by the Bankruptcy Court, the stockholders, members, managers, or board ofdirectors of each Proponent Debtor or Reorganized Debtor, as well any other appropriate officerof each Proponent Debtor or Reorganized Debtor are hereby authorized to: (a) take any and allactions necessary or appropriate to implement, effectuate and consummate the Plan, thisConfirmation Order, and the transactions contemplated thereby or hereby, including, withoutlimitation, each of the other transactions identified in Article IV of the Plan and each of the

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transactions contemplated by or referenced in the Plan Documents; and (b) enter into, executeand deliver, assign, adopt or amend, as the case may be, the Plan Documents in accordance withtheir terms.

35. To the extent that, under applicable non-bankruptcy law, any of theforegoing actions would otherwise require the consent or approval of the stockholders ordirectors of any of the Proponent Debtors or Reorganized Debtors, this Confirmation Order shall,pursuant to sections 1123(a)(5) and 1142 of the Bankruptcy Code, constitute such consent orapproval, and such actions are deemed to have been taken by unanimous action of the directOFs,members and stockholders of the appropriate Proponent Debtor or Reorganized Debtor.

36. Without the need for further order or authorization of the Court, andsubject to the rights of the Committee and the Ad Hoc Unsecured Lender Group in section10.1(e) of the Plan, the Proponent Debtors are authorized and empowered to make any and allmodifications to any and all Plan Documents that do not materially modify the terms of suchdocuments adversely to any creditor of the estates or any Proponent Debtor, and are consistentwith the Plan; provided, however, consistent with Section 12.1 of the Plan, no materialamendments, modifications or supplements shall be made to the Plan absent consent of theCommittee and the Ad Hoc Unsecured Lender Group, which consents shall not be unreasonablywithheld.

37. The approvals and authorizations specifically set forth in thisConfirmation Order are non-exclusive and are not intended to limit the authority of a ProponentDebtor or Reorganized Debtor or any officer thereof to take any and all actions necessary orappropriate to implement, effectuate, and consummate the Plan, this Confirmation Order, thePlan Documents or the transactions contemplated thereby or hereby. In addition to the authority

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to execute and deliver, adopt or amend, as the case may be, the contracts, instruments, releases,and other agreements, including, without limitation, the Plan Documents, specifically granted inthis Confirmation Order, each of the Proponent Debtors and the Reorganized Debtors isauthorized and empowered, without further action by the Court or further action or consent by itsdirectors, managers, trustees, members, or stockholders, to take any and all such actions as anyof its officers, managers, or employees may determine are necessary or appropriate toimplement, effectuate and consummate the Plan, this Confirmation Order, the Plan Documents,or the transactions contemplated thereby or hereby.

D. Title to Assets38. Upon the Effective Date, pursuant to sections 1141(b) and (c) of the

Bankruptcy Code, all property of the estates of the Proponent Debtors shall vest in theReorganized Debtors free and clear of all Claims, Liens, Encumbrances, charges, and otherinterests created prior to the Effective Date, except as provided in the Plan and the PlanDocuments. From and after the Effective Date, the Reorganized Debtors may operate theirbusinesses and may use, acquire, and dispose of property :free of any restrictions of theBankruptcy Code or the Bankruptcy Rules in all respects as if there were no pending cases underany chapter or provision of the BankruptcyCode, except as provided herein.

E. Transfers39. Each of the transfers ofproperty of the Proponent Debtors or Reorganized

Debtors, as the case may be, pursuant to the Plan: (a) are or shall be deemed to be legal, validand effective transfers of property; (b) shall not constitute, or be construed to be, avoidabletransfers under the Bankruptcy Code or under applicable nonbankruptcy law; and (c) shall notsubject the Proponent Debtors or the Reorganized Debtors, as the case may be, to any liability by

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reason of such transfer under the Bankruptcy Code or under applicable nonbankruptcy law,including, without limitation, any laws affecting successor or transferee liability.

F. Corporate Governance and Management of the ReorganizedDebtors40. On the Effective Date, the management, control, and operation of the

Reorganized Debtors shall become the general responsibility of the Board of Directors of theReorganized Debtors.

41. The Board of Directors of Reorganized CFGI will be composed initially,on and after the Effective Date, of the eight members identified in the Plan Supplement. Thenumber and members of the Boards ofDirectors of the remaining Reorganized Debtors shall alsobe joint ly approved by the Proponent Debtors, the Committee, and the Ad Hoc UnsecuredLender Group. The names of the members of the Boards of Directors are identified in the PlanSupplement. Each of the members of such Boards of Directors shall serve in accordance withapplicable non-bankruptcy law. The initial officers of the Reorganized Debtors shall be the same

officers that served such Proponent Debtors immediately prior to the Effective Date. Suchofficers shall serve in accordance with applicable nonbankruptcy law.

G. Exemptions from Taxation42. Pursuant to section 1146(a) of the Bankruptcy Code, (i) the issuance,

transfer or exchange ofnotes, equity interests, or other plan securities pursuant to the Plan or anyof the Plan Documents, the creation of any mortgage, deed of trust, or other security interest, the

making or assignment of any lease or sublease, or the making or delivery of any deed or otherinstrument of transfer under, in furtherance of, or in connection with the Plan or any of the PlanDocuments, shall not be subject to any stamp, real estate transfer, mortgage recording, or othersimilar tax or government assessment, (ii) the appropriate state or local governmental officials or

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agents are hereby directed to forego the collection of any such tax or governmental assessmentand to accept for filing and recordation any of the foregoing instruments or other documentswithout the payment of any such tax or governmental assessment, and (iii) the Bear Creek Saleand all related issuances, transfers, exchanges, documentation, and conveyances in furtherance ofthe Bear Creek sale are expressly deemed to have occurred pursuant to and under the Plan, andare subject to the protections of section 1146(a).

H. Exemptions from Securities Laws43. The offering, issuance, or distribution of Reorganized CFGI Common

Stock and the Reorganized CFOI Debt Securities and any other shares of stock, notes or otherrelated rights, contractual, equitable or otherwise, issued, authorized or reserved under or inconnection with the Plan, is exempt from the provisions of section 5 of the Securities Act of1933, as amended, and any federal, state or local law requiring registration for the offer,issuance, or distribution of a security by reason of section 1145(a) of the Bankruptcy Code,except with respect to an entity which is an underwriter as defmed in section 1145(b) of theBankruptcy Code.

I. Delivery ofDocuments44. Pursuant to section 1142 of the Bankruptcy Code, all Entities holding

Claims against or Equity Interests in the Proponent Debtors that are treated under the Plan andother parties in interest and necessary parties shall be, and they hereby are, directed to execute,deliver, file, or record any document, and to take any action necessary to implement,consummate, and otherwise effect the Plan in accordance with its terms, and all such Entitiesshall be bound by the terms and provisions of all documents executed and delivered by them inconnection with the Plan.

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J. Cancellation ofExisting Securities and Agreements45. On the Effective Date, any docwnent, agreement, or instrument

evidencing any Claim or Equity Interest against a Proponent Debtor (other than any Claim orEquity Interest that is Unimpaired by the Plan) shall be deemed cancelled without further act oraction under any applicable agreement, law, regulation, order, or rule, and the obligations of suchProponent Debtor under such docwnents, agreements, or instruments evidencing such Claims orEquity Interests, as the case may be, shall be discharged; provided, however, thatnotwithstanding the occurrence of the Effective Date, (i) any indenture or other agreement thatgoverns the rights of the holder of a Claim shall continue in effect solely for purposes ofallowing such holders to receive Distributions under the Plan, and (ii) the Secured Term LoanFacility and the Secured Term Loan Documents shall also continue in effect solely to preservecertain rights or claims as set forth in Section 13.8 of the Plan.

K. Releases and Exculpation Provisions46. Each of the release and exculpation provisions as set forth in, among

others, Sections 9.7,9.8, and 9.9 of the Plan, is incorporated herein in its entirety as if set forth atlength, and shall be immediately effective as of the Effective Date of the Plan, as set forth in andsubject to the other provisions of the Plan.XI. Discharge and Injunctions

A. Discharge ofClaims47. Except as provided in the Plan or another Order of this Court, upon the

Effective Date, all Claims and Equity Interests against the Proponent Debtors shall be, and shallbe deemed to be, discharged to the fullest extent provided by section 1141 of the BankruptcyCode. Except as provided in the Plan or another Order of this Court, upon the Effective Date, allholders ofClaims and Equity Interests shall be precluded and enjoined from asserting against the

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Reorganized Debtors, or any of their assets or properties, any other or further Claim or EquityInterest based upon any act or omission, transaction, or other activity of any kind or nature thatoccurred prior to the Effective Date, whether or not such holder has filed a proof of Claim orEquity Interest.

B. Injunctions(i) Injunction against Claims and Equity Interests48. Except as otherwise provided in the Plan, this Confirmation Order, or such

other applicable order of the Bankruptcy Court, all Entities who have held, hold or may holdClaims, or other debt or liability, or Equity Interests that are discharged pursuant to the Plan arepermanently enjoined, from and after the Effective Date, from (a) commencing or continuing inany manner any action or other proceeding of any kind on any such Claim, or other debt orliability, or Equity Interest, against the Proponent Debtors, the Reorganized Debtors, theReleasees, the Proponent Debtors' Estates, or properties or interests in properties of theProponent Debtors, the Reorganized Debtors, or the Releasees, (b) enforcing, attaching,collecting, or recovering by any manner or means of any judgment, award, decree or orderrelating to a discharged Claim, or other debt or liability or Equity Interest, against the ProponentDebtors, the Reorganized Debtors, the Releasees, the Proponent Debtors' Estates, or propertiesor interests in properties of the Proponent Debtors, the Reorganized Debtors, or the Releasees,(c) creating, perfecting, or enforcing any Encumbrance or Lien of any kind securing a dischargedClaim, or other debt or liability, or Equity Interest against the Proponent Debtors, theReorganized Debtors, or the Releasees, or against the property or interests in property of theProponent Debtors, the Reorganized Debtors, or the Releasees, and (d) except to the extentprovided, permitted, or preserved by sections 553, 555, 556, 559, or 560 of the Bankruptcy Codeor pursuant to the common law right of recoupment, asserting any right of setoff, subrogation, or

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recoupment of any kind against any obligation due from the Proponent Debtors, the ReorganizedDebtors, or the Releasees or against the property or interests in property of the ProponentDebtors, the Reorganized Debtors, or the Releasees, with respect to any such Claim, other debtor liability, or Equity Interest that is discharged pursuant to the Plan.

(ii) Term of Existing Injunctions or Stays49. Unless otherwise provided in the Plan, all injunctions or stays provided for

in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code, or otherwise,and in existence on the Confirmation Date, shall remain in full force and effect until the later ofthe Effective Date and the date indicated in such applicable order.

(iii) Injunction against Interferencewith Plan50. Pursuant to sections 1142 and 105 of the Bankruptcy Code, from and after

the Effective Date, all holders ofClaims and Equity Interests and other parties in interest, alongwith their respective current or former employees, agents, officers, directors, principals, andAffiliates shall be enjoined from taking any actions to interfere with the implementation orconsummation of the Plan, except for actions allowed to attain legal review.

(iv) Injunction Regarding Worthless Stock Deduction51. Unless otherwise ordered bythe Bankruptcy Court, any person or group of

persons constituting a "fifty percent shareholder" of CFOI within the meaning of section382(g)(4)(D) of the Tax Code shall be permanently enjoined from claiming a worthless stockdeduction with respect to any Equity Interest in CFOI held by such person(s) (or otherwisetreating such Equity Interest in CFOI as worthless for U.S. federal income tax purposes) for anytaxable year of such person(s) ending on or prior to the Effective Date.

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XII. Resolution or Overruling of Confirmation Objections52. Objections to Confirmation, whether informal or filed as Confinnation

Objections, to the extent not satisfied by the amendments to the Plan or by a separate agreement,are hereby OVERRULED and DENIED for the reasons set forth on the record at theConfirmation Hearing and/or as set forth in the Findings ofFact and Conclusions ofLaw.XIII. Retention of Jurisdiction by the Bankruptcy Court

53. The Bankruptcy Court shall retain jurisdiction and retain all exclusivejurisdiction it has over any matter arising under the Bankruptcy Code, arising in or related to theChapter 11 Cases or the Plan, or that relates to any of the matters listed in Sections 11.1 and 11.2of the Plan. Without any limitation of the foregoing matters, the Court expressly retainsjurisdiction with respect to all matters arising from and related to the Bear Creek Sale Motion,including jurisdiction to interpret and enforce the provisions of the Bear Creek Sale Agreement,the bidding procedures order approved in connection therewith, and to authorize, approve, enter,interpret and enforce a future sale order governing the LIHTC Business assets ultimately sold tothe successful buyer, notwithstanding that the sale of all the LIHTC Business assetscontemplated by the Bear Creek Sale or a portion thereof may be consummated after theEffective Date.XIV. Special ProvisionsWith Respect to the Protech C Plan and the CAP Plan

54. Solely with respect to the Protech C Plan:(i) the assumption by Protech C of the Amended and Restated Operating

Agreement ofLSHA dated as ofNovember 1, 2002 (the "LSHA Agreement") and the Amendedand Restated Agreement of Limited Partnership of LSLA dated as of November 1, 2002, asamended by that certain First Amendment dated as ofApri115, 2005, as further amended by thatcertain Second Amendment dated as of December 31, 2005, and as further amended by that

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certain Third Amendment dated as of July 31, 2008 (as amended, the "LSLA Agreement"),pursuant to section 365 of the Bankruptcy Code, on the Effective Date of the Protech C Plan, isauthorized and approved, subject to the parties agreeing to certain amendments to suchagreements as set forth in that certain Summary of Terms executed on August 15, 2011 by (x)Protech C, (y) Callahan Livermore Senior Housing, L.P. ("CLSH") and Callahan LivermoreSenior Housing Associates, LLC ("CLSHA", and together with CLSH "Callahan"), and (z)Klein Financial Corporation ("KFC"), Klein Financial Resources Inc. ("KFR"), BT LivermoreAssociates, L.P. ("BTLA") (collectively, "Klein"); (ii) Protech C's payment of amounts asdescribed in the Summary of Terms is an adequate and complete cure of all existing defaultsunder the LSHA Agreement and the LSLA Agreement, and as a result of such assumption andcure, the legal, equitable and contractual rights of Callahan and Klein, as holders ofClaim Nos.1701 and 1702 against Protech C in Protech C's chapter 11 case, are unaltered by the Protech CPlan, or their claims shall otherwise be rendered unimpaired under section 1124 - of theBankruptcy Code, subject to the parties agreeing to amendments to the LSHA Agreement andLSLA Agreement and any other documents required to definitively document any otheragreements in the Summary ofTerms; (iii) the Protech C Plan is confirmable pursuant to section1129 of the Bankruptcy Code; and (iv) in the event the parties to the Summary ofTerms have notsigned all required documents and the Stipulation of Final Terms (as defined therein) is notapproved by this Court on or before the Effective Date, then this Order as it applies to only theProtech C Plan shall be deemed to be vacated and the parties restored to their pre-confirmationpositions without any prejudice to the rights of any party thereto. In such event, nothing shallprevent Protech C from seeking confirmation of the Protech C Plan as it now exists or may beamended subject to the rights ofCallahan and Klein to object thereto and to file their responsive

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pleading to Protech C's notice of cure ammmt of the LSHA and LSLA Agreements. Nothingshall prevent the parties from agreeing to extend the time for performance under the Summary ofTerms, including by agreeing to extend the Effective Date of the Protech C Plan notwithstandingthat the Effective Date of any of the related Proponent Debtor Plans has occurred or may occurbefore the Effective Date of the Protech C Plan.

55. Solely with respect to the CAP Plan:(i) the entry into the Common Interest Agreement and the Claims

Stipulation (as defined in that certain Summary ofTerms entered into on August 18,2011 by andamong CFGI, CCI and CAP, and Prairie Enterprises, Ltd. ("Prairie")) is hereby approved andauthorized; (ii) the CAP Plan is confirmable pursuant to section 1129 of the Bankruptcy Code;and (iii) in the event the parties to the Summary ofTerms have not signed all required docwnentsand the Stipulation ofFinal Terms (as defmed therein) is not approved by this Court on or beforethe Effective Date of the CAP Plan, then this Order as it applies to only the CAP Plan shall bedeemed to be vacated and the parties restored to their respective positions prior to the executionof the Summary ofTerms without any prejudice to the rights of any party thereto. In such event,nothing shall prevent CAP from seeking confmnation of the CAP Plan as it now exists or may beamended subject to the rights of Prairie to object thereto. Nothing shall prevent the parties fromagreeing to extend the time for performance under the Summary ofTerms, including by agreeingto extend the Effective Date of the CAP Plan notwithstanding that the Effective Date of any ofthe related Proponent Debtor Plans has occurred or may occur before the Effective Date of theCAP Plan.

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56. Notwithstanding that the Effective Dates of the Protech C and/or CAPPlans may be extended, the dissolution of the Committee pursuant to section 13.20 of the Planshall occur on the Effective Date of the other Proponent Debtors' Plans.XV. Notice of Entry ofConfirmationOrder

57. This Confinnation Order is a fmal order and the period in which an appealmay be timely filed shall commence upon the entry hereof. Pursuant to Banlauptcy Rules2002(f)(7) and 3020(c), the Proponent Debtors or the Reorganized Debtors are directed to serve,within 10 days after the occurrence of the Confmnation Date, a notice of the entry of thisConfirmation Order, which shall include notice of the bar dates established by the Plan and thisConfinnation Order, and notice of the Effective Date, substantially in the form of Exhibit Battached hereto and incorporated herein by reference (the "Confirmation Notice"), on all partiesthat received notice of the ConfirmationHearing.

58. As soon as practicable after the ConfIrmation Date, the Proponent Debtorsshall make copies of this Confirmation Order and the Confmnation Notice available on Epiq'swebsite (http://chapter11.epigsystems.com/capmark).

59. No later than 20 Business Days after the Confirmation Date, theReorganized Debtors are directed to publish the version of the Confirmation Notice attachedhereto as Exhibit C once in each of The New York Times, The Wall Street Journal (NationalEdition), the National Post (Canada), and The Philadelphia Inquirer.XVI. No Just Cause for Delay

60. The Court determines there is no just cause for delay, and that thisConfirmation Order shall not be stayed and shall take effect immediately upon entry,notwithstanding anything to the contrary in Bankruptcy Rules 3020(e) or 7062(a).

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TIDS ORDER IS HEREBY DECLARED TO BE INRECORDABLE FORM AND SHALL BE ACCEPTED BYANY RECORDING OFFICER FOR FILING ANDRECORDING PURPOSES WITHOUT FURTHER ORADDITIONAL ORDERS, CERTIFICATIONS, OR OTHERSUPPORTING DOCUMENTS.

Dated: August 2.1/-,2011Wilmington, Delaware Ww

_ . . . : : : : : = ~ - \ - = = - - ~ : ! . . - - - - - - ' ~ : : : : : : : : . . - = - - = - - - -THE HONO LE KEVIN GR SS forTHE HONORA LE CHRISTOP R S. SONTCHIUNITED STATES BANKRUPTCY runGE

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EXHIBIT AThird Amended Joint Plan of Capmark Financial Group Inc. and Certain AffiliatesProponent Debtors under Chapter 11 of the Bankruptcy Code

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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

THIRD AMENDED JOINT PLANOF CAPMARK FINANCIALGROUP INC. AND CERTAIN AFFILIATED PROPONENTDEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

---------------------------------------------------------------J(Chapter 11

Jointly AdministeredCase No. 09-13684 (CSS)

Co-Attorneys for the Debtorsand Debtors in Possession

RICHARDS, LAYTON & FINGER, P.A.One Rodney Square920 North King StreetWilmington, Delaware 19801Tel: 302.651.7700

RLF15317635v.l

Dated: August 23,2011

Co-Attorneys for the Debtorsand Debtors in Possession

Debtors.

DEWEY & LEBOEUF LLP1301 Avenue of the AmericasNew York, New York 10019Tel: 212.259.8000

CAPMARK FINANCIAL GROUP INC., et ai.,In re

---------------------------------------------------------------)[


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INTRODUCTION

THIRD AMENDED JOINT PLAN OF CAPMARK FINANCIALGROUP INC. AND CERTAINAFFILIATED PROPONENTDEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Although styled as a "joint plan," the Plan does not seek the substantive consolidation ofthe Proponent Debtors' Estates. The Plan shall consist of fourteen separate chapter 11 plans-one Plan for each of the Proponent Debtors that will emerge as a reorganized entity. Anyreference herein to the "Plan" shall be a reference to the separate Plan of each Proponent Debtor,as the context requires. The votes to accept or reject a Plan by holders of Claims against a

2LFI 5317635v. I

Of the forty-six Capmark Debtors that commenced Chapter 11 Cases under theBankruptcy Code, fourteen are Proponent Debtors of this proposed joint chapter 11 Plan undersection 1121(a) of the Bankruptcy Code.\ The remaining thirty-two Non-Proponent Debtors arenot proponents of the Plan and filed a motion on May 17, 2011, to dismiss their Chapter 11Cases.2 Reference is made to the Disclosure Statement approved by the Bankruptcy Court for adiscussion of, among other things, the Debtors' history, businesses, assets, results of operations,and projections of future operations, as well as a summary and description of the Plan and certainrelated matters.

I The following fourteen Debtors (with the last four (4) digits of each such Debtor's federal tax identificationnumber) are Proponent Debtors of the joint Plan: Summit Crest Ventures, LLC (5690); Capmark Financial GroupInc. (2188); Capmark Capital Inc. (6496); Capmark Finance Inc. (3444); Commercial Equity Investments, Inc.(4153); Mortgage Investments, LLC (6319); Net Lease Acquisition LLC (9658); SJM Cap, LLC (0862); CapmarkAffordable Equity Holdings Inc. (2379); Capmark REO Holding LLC (3951); Capmark Affordable Properties Inc.(3435); Capmark Affordable Equity Inc. (2381); Capmark Investments LP (7999); and Protech Holdings C, LLC(7929). CFGI's corporate headquarters is located at 116 Welsh Road, Horsham, Pennsylvania, 19044. Theaddresses for all of the Debtors are available at the following World Wide Web address:http://chapterll.epiqsystems.comlcapmark.2 The following thirty.two Debtors (with the last four (4) digits of each such Debtor's federal tax identificationnumber) are Non-Proponent Debtors and filed a motion to dismiss their Chapter II Cases: Broadway Street GeorgiaI, LLC (9740); Broadway Street XVI, L.P. (7725); Broadway Street XVIII, L.P. (9799); Paramount ManagingMember IX, LLC (5452); Paramount Managing Member XI, LLC (5455); ParamountManaging MemberXV, LLC(4192); Paramount Managing Member AMBAC II, LLC (3934); Paramount Managing Member AMBAC III, LLC(3999); Paramount Managing Member AMBAC IV, LLC (0117); Paramount Managing Member AMBAC V, LLC(3366); Paramount Managing Member LLC (0184); Paramount Managing Member II, LLC (7457); ParamountManaging Member III, LLC (0196); ParamountManaging Member IV, LLC (0199); ParamountManaging MemberV, LLC (0201); Paramount Managing Member VI, LLC (5857); Paramount Managing Member VII, LLC (5855);Paramount Managing Member VIII, LLC (5854); Paramount Managing Member XII, LLC (5457); ParamountManaging Member XVIII, LLC (3087); Paramount Managing Member XIV, LLC (4194); Paramount ManagingMember XVI, LLC (4186); Paramount Northeastern Managing Member, LLC (3086); Paramount ManagingMember XXIII, LLC (4754); ParamountManagingMemberXXIV, LLC (3615); Paramount ManagingMember 30,LLC (6824); Paramount Managing Member 31, LLC (6826); Paramount Managing Member 33, LLC (6831);Broadway Street California, L.P. (7722); Broadway Street 2001, L.P. (0187); Broadway Street XV, L.P. (7730); andCapmark Managing Member 4.5 LLC (8979). On July 5, 2011, the Bankruptcy Court issued an Order dismissingthe Chapter II Cases of Broadway Street Georgia I, LLC, Broadway Street XVI, L.P., Broadway StreetXVIII, L.P.,Paramount Managing Member IX, LLC, Paramount Managing Member XI, LLC, and Paramount ManagingMember XV, LLC, and adjourned consideration of the motion to dismiss the Chapter II Cases of the remainingNon-ProponentDebtors.


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particular Proponent Debtor shall be tabulated as votes to accept or reject such ProponentDebtor 's separate Plan. Distributions under a Proponent Debtor' s Plan will be made to theholders of Claims in the Classes identified in such Plan, based upon the asset values in thatProponent Debtor's Estate.

1.2 Definitions.

1.2.4 AD means Affordable Debtor.

DEFINITIONS

3

anAD Plan.

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1.2.5 AD Class means a Class of Claims or Equity Interests included within

ARTICLE I

1.2.3 Administrative Expense Claim means any Claim constituting a cost orexpense of administration of any of the Estates under sections 503(b) and 507(a)(I) of theBankruptcy Code during the period up to and including the Effective Date, including, withoutlimitation, any actual and necessary costs and expenses of preserving an Estate, any actual andnecessary costs and expenses of operating the business of a Debtor in Possession, anyindebtedness or obligations incurred or assumed by a Debtor in Possession in connection withthe conduct of its businesses, and any Claim for compensation and reimbursement of expensesarising during the period from and after the respective Commencement Dates and prior to theEffective Date to the extent Allowed by Final Order of the Bankruptcy Court under sections 328,330, 331, or 503(b) of the Bankruptcy Code or otherwise in accordance with the provisions ofthe Plan, whether fixed before or after the Effective Date, and any fees or charges assessedagainst an Estate pursuant to section 1930 of chapter 123 of title 28 of the United States Code.

1.2.1 Ad Hoc Unsecured Lender Group means certain Entities identified inExhibit 1.2.1 that hold (or are investment managers or advisors to Entities that hold) Claimsagainst CFGI and the Guarantor Debtors under the Unsecured Bridge Loan and SeniorUnsecured Credit Facility in the aggregate amount of $1.5 billion or more.

1.1 Scope ofDefined Terms. For purposes of the Plan, except as expressly providedor unless the context otherwise requires, all capitalized terms not otherwise defined shall havethe meanings ascribed to such terms in Section 1.2 of the Plan. Unless the context otherwiserequires, any capitalized term used and not defined in the Plan, but that is defined in theBankruptcy Code, shall have the meaning ascribed to that term in the Bankruptcy Code.

ALL HOLDERS OF CLAIMS ARE ENCOURAGED TO READ THE PLAN ANDTHE DISCLOSURE STATEMENT CAREFULLY AND IN THEIR ENTIRETYBEFOREVOTINGTOACCEPT ORREJECTANYPROPONENTDEBTOR'SPLAN.

1.2.2 Ad Hoc Unsecured Lender Group Fees means the reasonable fees andexpenses incurred by professionals in representing the Ad Hoc Unsecured Lender Group, butexcluding any attorneys' fees and costs incurred by individual members of such Group.


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1.2.6 AD Plan means a Plan proposed by anAffordable Debtor.1.2.7 Affiliate means (i) any Entity that is an "affiliate" of any of theProponent Debtors pursuant to the meaning set forth in section 101(2) of the Bankruptcy Code or

(ii) any other Entity that is owned or controlled, directly or indirectly, by one or more ProponentDebtors or other Affiliates.

1.2.9 Affordable Debtors means CAP and CAEI, as applicable.

1.2.8 Affiliate Intercompany Claim means a Claim of a Non-ProponentDebtor or a non-debtor Affiliate against a Proponent Debtor.

1.2.11 Agent Claims means the Claims for reasonable fees and expenses,including attorneys' fees, incurred by the Agent during the Chapter 11 Cases.

4LFI 5317635v. I

1.2.10 Agent means Citibank, N.A., as administrative agent under the SeniorUnsecured Credit Facility, and Citicorp North America, Inc. as administrative agent under theUnsecured Bridge Loan, as applicable.

1.2.12 Allocable Distribution Value means a value calculated on anyDistribution Date with respect to the holder of an Allowed General Unsecured Claim or a DebtorIntercompany Claim against a Proponent Debtor, by multiplying such holder's Pro Rata Share bythe Distributable Value of such Proponent Debtor; provided, however, that such holder'sAllocable Distribution Value shall be recalculated at each Distribution Date subsequent to theEffective Date to the extent necessary to reflect changes in such holder's Pro Rata Shareresulting from the disallowance of General Unsecured Claims since the preceding DistributionDate.1.2.13 Allowed means, with reference to any Claim against a Proponent

. Debtor, (i) any Claim that has been listed by a Proponent Debtor in its Schedules, as suchSchedules may be amended by a Proponent Debtor from time to time in accordance withBankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which nocontrary proof of claim has been filed, (ii) any Claim expressly allowed by a provision in thePlan, (iii) any timely filed Claim that is not disputed or as to which no objection to allowance hasbeen timely interposed in accordance with Section 6.1 (b) hereof or such other period oflimitation fixed by the Bankruptcy Code, the Bankruptcy Rilles, or the Bankruptcy Court,(iv) any Claim that is compromised, settled, or otherwise resolved pursuant to the authoritygranted to the Reorganized Debtors pursuant to a Final Order of the Bankruptcy Court or (v) anyClaim that, if disputed, has been Allowed by Final Order; provided, however, that Claimsallowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of theBankruptcy Court shall not be considered "Allowed Claims" hereunder; and prOVided furtherthat unless otherwise specified herein or by order of the Bankruptcy Court, "AllowedAdministrative Expense Claim" or "Allowed Claim" shall not, for any purpose under the Plan,include interest on such Administrative Expense Claim or Claim from and after theCommencement Date, unless such interest is expressly provided for in the Plan or by theBankruptcy Code; and provided further, that "Allowed Claim" shall not include any Claimsubject to disallowance in accordance with section 502(d) of the Bankruptcy Code.


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Debtors. 1.2.25 CAEI means Capmark Affordable Equity Inc., one of the Proponent

Debtors.1.2.26 CAP means Capmark Affordable Properties Inc., one of the Proponent

1.2.28 CaQmark Bank means Capmark Bank, a non-debtor subsidiary ofCFGIand FDIC-insured deposit taking institution headquartered in Midvale, Utah.

1.2.36 Chapter 11 Cases means the cases commenced under chapter 11 of theBankruptcy Code by the Debtors, styled In re Capmark Financial Group Inc., et al., Chapter 11Case No. 09-13684 (CSS) (Jointly Administered), currently pending before the BankruptcyCourt.

1.2.38 Claim means a "claim," as defined in section 101(5) of the BankruptcyCode, against a Proponent Debtor, whether or not asserted, whether or not the facts of or legalbases therefor are known or unknown, and specifically including, without express or impliedlimitation, any rights under sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, any claim

6

CFI means Capmark Finance Inc., one of the Proponent Debtors.

CFGI means Capmark Financial Group Inc., one of the Proponent

CliP means Capmark Investments iP, one of the ProponentDebtors.

Cashmeans the lawful currency of the United States ofAmerica.

CEIl means Commercial Equity Investments Inc., one of the ProponentCCI means Capmark Capital Inc., one of the Proponent Debtors.

CaQmark means CFGI and its Affiliates.

1.2.37

1.2.34

1.2.321.2.33

1.2.35

1.2.29

1.2.27

RLFI 5317635v. I

Debtors.

1.2.31 Cash Distribution Account means an interest bearing account to beadministered by the Disbursing Agent and into which the Cash Distribution will be deposited onor before the Effective Date, and on or before each subsequent Distribution Date to the extentCash has been released from the Disputed Claims Reserve as a result of the disallowance ofDisputed General Unsecured Claims.

Debtors.

1.2.30 Cash Distribution means the Cash to be distributed by the DisbursingAgent to holders ofAllowed General Unsecured Claims and to the Disputed Claims Reserve inrespect of Disputed General Unsecured Claims that may become Allowed General UnsecuredClaims (i) on the Effective Date, in the aggregate amount of $900 million or (ii) on anysubsequent Distribution Date, in the aggregate amount of the Cash that has been released fromthe Disputed Claims Reserve as a result of the disallowance of Disputed General UnsecuredClaims.


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of a derivative nature, any potential or lU11l1atured contract claims, and any other contingentclaim.1.2.39

II I of the Plan.Class means a category of Claims or Equity Interests set forth in Article

1.2.49 Crystal Ball means Crystal Ball Holding of Bermuda Limited, a non-debtor Affiliate of the Debtors.

1.2.42 Committee means the statutory committee of unsecured creditorsappointed pursuant to section 1102(a) of the Bankruptcy Code in the Chapter 11 Cases.

1.2.45 Confirmation Order means the order(s) of the Bankruptcy Courtconfirming the Plan in accordance with the provisions of chapter 11 of the Bankruptcy Code.

7

CREO means Capmark REO Holding LLC, one of the ProponentCreditormeans any Entity holding a Claim.

1.2.481.2.47

RLFI 53J7635v. 1

Debtors.

1.2.46 Convenience Claim means an Allowed General Unsecured Claim (i) inthe amount of $25,000 or less, or (ii) in an amount greater than $25,000, but as to which Claimthe holder elects on a Ballot to reduce such Claim to an Allowed Claim of $25,000 to qualify fortreatment as a Convenience Claim.

1.2.43 Confirmation Date means the date on which the Confirmation Order isentered on the docket of the Bankruptcy Court.

1.2.41 Commencement Date means, with respect to each of the Debtors (otherthan CILP and Protech C), October 25,2009; and for CILP, January 15,2010, and for Protech C,July 29, 2010; in each case, the date on which such Debtor's Chapter 11 Case was commenced.

1.2.50 Crystal Ball Pro Rata Shares means the percentages to be applied to theCash payments made under the Crystal Ball Settlement Agreement, allocated as follows:(i) 57.115% to the Agent under the Senior Unsecured Credit Facility for further distribution tothe holders of Claims under the Senior Unsecured Credit Facility (excluding Claims under theJapanese Credit Facility); (ii) 3.406% to the Agent under the Unsecured Bridge Loan for furtherdistribution to the holders of Claims under the Unsecured Bridge Loan; (iii) 5.553% to the Agentunder the Senior Unsecured Credit Facility for further distribution to the holders ofClaims underthe Japanese Unsecured Guaranty; (iv) 9.252% to the Indenture Trustee for further distribution tothe holders of Claims under the Senior Unsecured Floating Rate Notes; (v) 17.417% to the

1.2.44 Confirmation Hearing means the hearing to consider confirmation ofthe Plan in accordance with the Bankruptcy Code, as such hearing may be adjourned orcontinued from time to time.

1.2.40 Collateral means any property or interest in property of any Estatesubject to an unavoidable Lien to secure the payment or performance of a Claim.


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Indenture Trustee for further distribution to the holders of Claims under the Senior Unsecured5.875% Notes; and (vi) 7.257% to the Indenture Trustee for further distribution to the holders ofClaims under the Senior Unsecured 6.300% Notes, or as such percentages may be amended torenect the actual pro rata percentages after each of the Claims herein has been fixed in itsAllowed amount; provided, however, in the event any of the Unsecured Loans or UnsecuredNotes is paid in full, payments to such Unsecured Loan or Unsecured Note will immediatelycease and the foregoing allocation shall be adjusted to permit future payments pursuant to theCrystal Ball Settlement Agreement to be distributed pro rata among the remaining UnsecuredLoans and Unsecured Notes in proportion to each Unsecured Loan's or Unsecured Note's shareof the total remaining outstanding debt owing under all remaining Unsecured Loans andUnsecured Notes.

1.2.55 Disallowed Claimmeans a Claim that is disallowed in its entirety by anorder of the Bankruptcy Court or another court of competentjurisdiction, as the case may be.

1.2.57 Disclosure Statement means the disclosure statement for the Planapproved by the Bankruptcy Court in accordance with section 1125 of the Bankruptcy Code.

1.2.54 Debtors in Possession means the Debtors in their capacity as debtors inpossession pursuant to sections 1101 (1), 1107(a), and 1108 of the Bankruptcy Code.

8

Debtors means, collectively, the Proponent Debtors and the Non-

RLFI 5317635v. I

1.2.53Proponent Debtors.

1.2.58 Disputed Claim means a Claim that is not an Allowed Claim nor aDisallowed Claim, and is any Claim, proof of which was filed, or an Administrative ExpenseClaim or other unclassified Claim, which is the subject of a dispute under the Plan or as to whichClaim a Proponent Debtor has interposed a timely objection and/or a request for estimation inaccordance with section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018 or otherapplicable law, which dispute, objection and/or request for estimation has not been withdrawn ordetermined by a Final Order, and any Claim, proofofwhich was required to be filed by order ofthe Bankruptcy Court, but as to which a proofof claim was not timely or properly filed.

1.2.56 Disbursing Agent means Wilmington Trust FSB, acting in its capacityas disbursing agent pursuant to Section 5.4(e) of the Plan, or such other nationally recognizedfinancial trust institution designated by CFGI or Reorganized CFGI and acceptable to theCommittee and Ad Hoc Unsecured Lender Group,.

1.2.52 Debtor Intercompany Claim means a prepetition unsecured Claim by aProponent Debtor against another Proponent Debtor; each such Claim shall be deemed anAllowed Claim in the amount set forth on Exhibit 1.2.52 to the Plan, which amount shall bederived from the applicable Proponent Debtor's books and records.

1.2.51 Crystal Ball Settlement Agreement means the agreement executed by(i) CFGI, (ii) Crystal Ball, (iii) CFI, (iv) CILP and (v) Capmark Management pIc concerning thedistribution of Cash payments received by Crystal Ball and its subsidiaries, as described inSection 4.10 of the Plan and as set forth in such agreement, a copy of which is included in thePlan Supplement.


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1.2.60 Disregarded Entity means an Entity that is disregarded as an Entityseparate from its owner for u.s. federal income tax purposes (as determined under TreasuryRegulations section 301.7701-3).

1.2.64 Distribution Record Date means, other than with respect to theUnsecured Notes that will be canceled pursuant to Section 4.9 of the Plan, the record date forpurposes of making Distributions under the Plan, which date shall be five Business Days afterthe Confirmation Date, or such other date as may be set forth in the ConfirmationOrder.

1.2.62 Distribution means any dividend or payment of Cash, or disbursementof Reorganized CFGI Debt Securities, Reorganized CFGI Common Stock, made by theDisbursing Agent to the holder of an Allowed Claim on account of such Allowed Claim pursuantto the terms and provisions of the Plan.

9

District Court means the United States District Court for the District of

DTC means the Depository Trust Company..2.66

1.2.65Delaware.

RLF! 5317635v.1

1.2.61 Distributable Value means, as to a Proponent Debtor, the value ofassets available to holders of General Unsecured Claims and Debtor Intercompany Claims,including the recovery on Debtor Intercompany Claim receivables held by a particular Debtor,after reduction for Distributions made to holders of Administrative Expense Claims (includingpostpetition Debtor Intercompany Claims), Priority Tax Claims, Non-Tax Priority Claims,Secured Claims and Convenience Class Claims.

1.2.63 Distribution Date means the Effective Date or as soon thereafter as isreasonably practicable, and each June 30 and December 31 thereafter (to the extent necessary todistribute Cash, Reorganized CFGI Debt Securities and Reorganized CFGI Common Stockreleased from the Disputed Claims Reserve as a result of the disallowance of Disputed GeneralUnsecured Claims); provided however, that if the aggregate value of the Distribution to be madeon any such date is less than $2,000,000, such Distributionmay, at the discretion ofReorganizedCFGI, be withheld for Distribution on the next Distribution Date; andprovidedfurther, however,that if such Distribution (i) is to be made to the holder of a newly Allowed Claim, as a result ofresolving a dispute over such Claim or (ii) is the final Distribution to be made under the Plan,such minimum Distribution limitation shall not apply, and the Disbursing Agent shall make theDistribution notwithstanding that the aggregate value of the Distribution may be less than$2,000,000.

1.2.59 Disputed Claim Reserve means a reserve established and maintainedunder the Plan in a segregated, interest bearing account into which the Disbursing Agent willdeposit sufficient (i) Cash (including Cash to pay holders of Disputed Administrative Claims,Disputed Priority Tax Claims, Disputed Non-Tax Priority Claims and Disputed GeneralUnsecured Claims), (ii) Reorganized CFGI Debt Securities and (iii) Reorganized CFGI CommonStock, to make Distributions to all holders ofDisputed Claims in accordance with the provisionsof the Plan, to the extent such Disputed Claims become Allowed Claims, as described in ArticleVI of the Plan.


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1.2.67 Effective Date means a Business Day selected by the ProponentDebtors that is on or after the date by which the conditions precedent to the effectiveness of thePlan specified in Section 10.1 of the Plan have been satisfied or waived, in accordance withSection 10.2 of the Plan.

1.2.74 GAAP means generally accepted accounting principles, established bythe Federal Accounting Standards Advisory Board.

1.2.71 Estate means the estate of each Proponent Debtor as created undersection 541 of the Bankruptcy Code.

1.2.68 Encumbrance means, with respect to any asset, a mortgage, Lien,pledge, charge, security interest, assignment, or encumbrance of any kind or nature in respect ofsuch asset (including, without express or implied limitation, any conditional sale or other titleretention agreement, any security agreement, and the filing of, or agreement to give, anyfinancing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

10

GOmeans Guarantor Debtor.

FDIC means the Federal Deposit Insurance Corporation.

GD Class means a Class ofClaims or Equity Interests included within a1.2.751.2.76

1.2.72

RLFI 5317635v. I

GD Plan.

1.2.73 Final Order means an order or judgment of the Bankruptcy Court orany other court of competent jurisdiction as to which the time to appeal, petition for certiorari, ormove for re-argument or rehearing has expired and as to which no appeal, petition for certiorari,or other proceedings for re-argument or rehearing shall then be pending; or as to which any rightto appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form andsubstance satisfactory to the Reorganized Debtors.

1.2.70 Equity Interestmeans any equity interest or proxy related thereto, director indirect, in any of the Proponent Debtors represented by duly authorized, validly issued andoutstanding shares of preferred stock or common stock, stock appreciation rights, membershipinterests, partnership interests, or any other instrument evidencing a present ownership interest,direct or indirect, inchoate or otherwise, in any of the Proponent Debtors, or right to convert intosuch an equity interest or acquire any equity interest of the Proponent Debtors, whether or nottransferable, or an option, warrant or right, contractual or otherwise, to acquire any such interest,which was in existence prior to or on the Commencement Date; provided, however, for theavoidance of doubt, the term "Equity Interest" shall not include or pertain to any new equityinterest issued