<PAGE>
EXHIBIT 99.1
Hearing Date: December 19, 2000
Time: 11:00 a.m.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------x
:
In re Chapter 11
:
CONTIFINANCIAL CORPORATION, et al., Case No. 00 B 12184 (AJG)
:
Debtors.
: (Jointly Administered)
-------------------------------------x
ORDER CONFIRMING THIRD AMENDED JOINT PLAN OF REORGANIZATION
OF CONTIFINANCIAL CORPORATION AND
AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
The Third Amended Joint Plan of Reorganization of
ContiFinancial Corporation and Affiliates under Chapter 11 of the Bankruptcy
Code, dated December 18, 2000 (as may be amended, the "Plan"), a copy of which
is annexed hereto as Exhibit "A", having been filed with this Court by
ContiFinancial Corporation ("CFN"), ContiMortgage Corporation ("CMC"),
ContiTrade Services LLC, ContiWest Corporation, ContiFinancial Services
Corporation, Resource One Consumer Discount Company, Inc., Warminster National
Abstract, Inc., Keystone Capital Group, Inc., Keystone Mortgage Investments,
Inc., ZTS Corporation, Resource One Mortgage of Oxford Valley, Inc., Resource
One Consumer Discount Co. of Minnesota, Inc., Resource One Mortgage of Delaware
Valley, Inc., ResourceCorp Financial, Inc., ContiInsurance Agency, Inc., Crystal
Mortgage Company, Inc., Lenders M.D., Inc., California Lending Group, Inc.,
ContiAsset Receivables Management L.L.C., Royal Mortgage Partners, L.P. and
Fidelity Mortgage Decisions Corporation, debtors and debtors in possession
herein
<PAGE>
(collectively, the "Debtors"); and the Debtors' Disclosure Statement relating to
the Plan, dated November 9, 2000 (the "Disclosure Statement"), having been
approved by Order of this Court dated November 10, 2000 (the "Disclosure
Statement Order") as containing "adequate information" as such term is defined
under section 1125 of the Bankruptcy Code; and the Debtors having filed a
Motion, dated December 8, 2000 (as may be supplemented or amended at or prior to
the Confirmation Hearing, the "Plan Modifications Motion"), in connection with
certain proposed modifications to the Plan (the "Initial Plan Modifications");
and upon the Debtors' memorandum of law, dated December 18, 2000, in support of
confirmation of the Plan and which incorporated a motion for approval of
additional plan modifications (together with the Initial Plan Modifications, and
as may be supplemented, amended or withdrawn at or prior to the Confirmation
Hearing, the "Plan Modifications"); and certificates of service and/or
certifications of publication having been filed with the Court demonstrating
compliance with the service and publication requirements of the Disclosure
Statement Order; and acceptances and rejections of the Plan by those holders of
Claims that voted thereon having been duly received and tabulated by the Debtors
with the assistance of Donlin, Recano and Company, Inc. ("Donlin Recano"), the
voting agent; and certifications by Donlin Recano of ballots accepting or
rejecting the Plan having been filed with the Court; and the Court having
considered all objections to confirmation of the Plan and the Plan
Modifications; and all objections to the Plan and Plan Modifications having been
voluntarily withdrawn, overruled or denied by the Court; and upon all of the
evidence presented and the arguments of counsel made at the December 19, 2000
hearing to consider, inter alia, confirmation of the Plan, as modified by the
Plan Modifications (the
2
<PAGE>
"Confirmation Hearing"); and upon the entire record of these Chapter 11 Cases;
and after due deliberation, and sufficient cause appearing therefor; and
IT HAVING BEEN FOUND AND DETERMINED by this Court that:
A. Capitalized terms not otherwise defined herein shall have
the meanings given such terms in the Plan.
B. This Court has jurisdiction over these Chapter 11 Cases
pursuant to 28 U.S.C. ss. 1334 and the "Standing Order of Referral of Cases to
Bankruptcy Judges" for the Southern District of New York, dated July 10, 1984
(Ward, acting C.J.). Confirmation of the Plan is a "core proceeding" pursuant to
28 U.S.C. ss. 157(b)(2), and this Court has jurisdiction to enter a Final Order
with respect thereto. Venue of these Chapter 11 Cases is proper in this District
pursuant to 28 U.S.C. ss.ss. 1408 and 1409.
C. The form and manner of the notice of the Plan Modifications
Motion is adequate, and no other or further notice of the Plan Modifications
Motion is necessary or required. Accordingly, the Plan Modifications are hereby
approved. The defined term "Plan" as used in this Confirmation Order shall mean
the Plan as modified pursuant to the Plan Modifications and this Confirmation
Order.
D. In accordance with Section 1127 of the Bankruptcy Code and
Bankruptcy Rule 3019, the Plan Modifications do not (i) materially or adversely
change the treatment of any holder of a Claim or an Equity Interest who has not
accepted in writing any such Plan Modifications, (ii) constitute material
modifications to the Plan under Section 1127 of the Bankruptcy Code and
Bankruptcy Rule 3019, (iii) cause the Plan to fail to meet the requirements of
Sections 1122 or 1123 of the Bankruptcy Code, (iv) require re-solicitation of
acceptances or rejections from holder of a Claim entitled to
3
<PAGE>
vote on the Plan, or (v) require that any holder of a Claim be afforded an
opportunity to change previously cast acceptances or rejections of the Plan.
Because the Plan Modifications are non-material, no additional disclosure under
Section 1125 of the Bankruptcy Code is required with respect to the Plan
Modifications. Accordingly, pursuant to Section 1127 of the Bankruptcy Code and
Bankruptcy Rule 3019, all holders of Claims and Equity Interests who have
previously accepted or are conclusively presumed to have accepted the Plan prior
to the Plan Modifications are deemed to have accepted each of the Plan
Modifications. Each of the Unofficial Committees have consented to each of the
Plan Modifications.
E. This Court takes judicial notice of the docket of the
Chapter 11 Cases maintained by the Clerk of the Court and/or its duly appointed
agent, including, without limitation, all pleadings and other documents filed,
all orders entered, and all evidence and arguments made, proffered or adduced
at, the hearings held before the Court during the pendency of these Chapter 11
Cases.
F. The classification of Claims and Equity Interests in
Article III of the Plan is necessary and reasonable to implement the Plan, and
satisfies the requirements of section 1122(a) of the Bankruptcy Code in that
each Claim or Equity Interest in each particular Class is substantially similar
to other Claims or Equity Interests in such Class.
G. Article III of the Plan adequately and properly identifies
and classifies all Claims and Equity Interests, thereby satisfying the
requirements of section 1123(a)(1) of the Bankruptcy Code.
4
<PAGE>
H. Article V of the Plan identifies the Classes of Claims and
Equity Interests which are not impaired and which are impaired. Therefore, the
Plan satisfies the requirements of section 1123(a)(2) of the Bankruptcy Code.
I. Article V of the Plan specifies the treatment of each
impaired Class of Claims and thereby satisfies the requirements of section
1123(a)(3) of the Bankruptcy Code.
J. The Plan provides for the same treatment for each Claim or
Equity Interest in a particular Class or sub-Class, as the case may be, and
thereby satisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.
K. The Plan provides adequate means for its implementation,
thereby satisfying Section 1123(a)(5) of the Bankruptcy Code, including, among
other things: (a) the creation of a Liquidating Trust and the appointment of a
Liquidating Trustee and Liquidating Trust Committee to, inter alia, liquidate
the Trust Assets and perform such other duties as provided in the Liquidating
Trust Agreement; (b) the transfer to the Liquidating Trust of all the Debtors'
right, title and interest in all of the Trust Assets; (c) the creation of a
Disputed Claims Reserve Trust and the appointment of a Plan Administrator and
Plan Administration Committee to, inter alia, hold and administer the Disputed
Claims Reserve Trust, wind up the remaining affairs and dissolve the Debtors and
perform such other duties as provided in the Plan Administration Agreement; (d)
the cancellation of the Old Common Stock of the Debtors; (e) the cancellation of
Senior Notes and Instruments; (f) the procedures specified in the Plan under
which Distributions will be made to holders of Claims; and (g) the incorporation
of a Compromise and
5
<PAGE>
Settlement relating to the substantive consolidation of the Debtors, the
cancellation of Intercompany Claims and the Settlement Debtors Premium under the
Plan.
L. The Debtors are liquidating and, therefore, section
1123(a)(6) of the Bankruptcy Code is inapplicable to the Debtors.
M. The provisions of the Plan regarding the selection of the
Liquidating Trustee and Plan Administrator and any successor to such Liquidating
Trustee and Plan Administrator, are consistent with the interests of Creditors
and with public policy, and satisfy the requirements of section 1123(a)(7) of
the Bankruptcy Code.
N. In accordance with Section 1123(b)(1) of the Bankruptcy
Code, Article V of the Plan impairs and leaves unimpaired, as the case may be,
each Class of Claims and Equity Interests under the Plan.
O. The Plan constitutes a motion by the Debtors to reject, as
of the Effective Date, subject to Section 7.06 of the Plan, all executory
contracts and unexpired leases between the Debtors and any other Person, except:
(a) any executory contract or unexpired lease that has been the subject of a
motion to assume or assume and assign pursuant to Section 365 of the Bankruptcy
Code by any of the Debtors Filed before the Effective Date; (b) any executory
contract or unexpired lease listed in the "Schedule of Assumed and Assumed and
Assigned Executory Contracts and Unexpired Leases" Filed by the Debtors as
Exhibit E to the Plan; (c) any executory contract or unexpired lease assumed or
assumed and assigned pursuant to the provisions of the Plan, including, without
limitation, the agreements specified in paragraph 24 hereof; and (d) any
agreement, obligation, security interest, transaction or similar undertaking
that the relevant Debtor believes is not executory or is not a lease, and which
is later determined
6
<PAGE>
by the Court to be an executory contract or unexpired lease that is subject to
assumption or rejection under Section 365 of the Bankruptcy Code.
Notwithstanding the preceding sentence, upon agreement of the Debtors, American
General Finance, Inc. ("AGFI") and American General Finance Corporation
("AGFC"), the rejection of each of (i) the Loan Participation and Servicing
Agreement among CFN, CMC and AGFC, dated as of September 26, 1996, (ii) the
Mortgage Loan Purchase Agreement among CFN, CMC, AGFI, dated as of January 21,
1999, and (iii) the Commitment Agreement among CFN, CMC and AGFI, dated as of
January 29, 1999, shall occur no earlier than 30 days from the date of the entry
of the Confirmation Order, unless extended by Court Order provided, however,
that the Debtors or the Liquidating Trustee, as the case may be, shall have the
discretion to reject the Am Gen Agreements prior to the expiration of such 30
days upon written notification to Am Gen with rejection effective upon mailing
of such notification.
P. The Debtors' decision regarding the assumption or rejection
of executory contracts and unexpired leases, as authorized by Section 1123(b)(2)
of the Bankruptcy Code and as provided for in Article VIII of the Plan, are
reasonable exercises of sound business judgment and are in the best interests of
the Debtors and their Estates.
Q. Pursuant to Section 1123(b)(3) of the Bankruptcy Code, the
Plan provides that the Liquidating Trustee shall have possession and control of
the Trust Assets, pursuant to the Liquidating Trust Agreement, retain and have
the right to enforce any and all present or future rights, claims or Causes of
Action, against any Person and with respect to any rights of the Debtors that
arose before or after the Petition Date,
7
<PAGE>
including, but not limited to, rights, claims and Causes of Action, avoiding
powers, suits and proceedings arising under chapter 5 of the Bankruptcy Code.
R. The Plan complies with all applicable provisions of the
Bankruptcy Code, thereby satisfying the requirements of section 1129(a)(1) of
the Bankruptcy Code and, as required by Bankruptcy Rule 3016(a), is dated and
specifically identifies the Debtors as the proponents of the Plan.
S. The Plan is supported by each of the Unofficial Committees.
T. The Debtors, as proponents of the Plan, have complied with
the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the
Local Bankruptcy Rules and Orders of this Court with respect to the Plan. Good,
sufficient and timely notice of the Confirmation Hearing has been given to
holders of Claims and Equity Interests and to other parties-in-interest to whom
notice is required to be given in accordance with the Disclosure Statement
Order. The solicitation of votes was made in good faith and in compliance with
the applicable provisions of the Bankruptcy Code and Bankruptcy Rules and all
other rules, laws and regulations. Ballots of holders of Claims entitled to vote
on the Plan were properly solicited and tabulated in accordance with the
Disclosure Statement Order. Holders of at least two-thirds in amount and
one-half in number of the Claims actually voting in Class 5a and Class 5b have
accepted the Plan, without including the votes of any insiders. Holders of
Claims in Class 1a, Class 1b, Class 2a, Class 2b, Class 3, Class 4 and Class 6
were not impaired and were not entitled to vote to accept or reject the Plan.
Holders of Claims in Class 7 and Class 8 were conclusively presumed to have
rejected the Plan, and were not entitled to vote on the
8
<PAGE>
Plan. Therefore, the Debtors have satisfied the requirements of section
1129(a)(2) of the Bankruptcy Code.
U. The Debtors, as proponents of the Plan, have complied with
the applicable provisions of the Disclosure Statement Order, the Bankruptcy
Code, the Bankruptcy Rules and the Local Bankruptcy Rules and Orders of this
Court with respect to the notice and disclosure of the Plan, and therefore, the
notice and disclosure of the Plan is adequate and appropriate, and no further or
other notice or disclosure is necessary or required.
V. The Plan, and the Compromise and Settlement embodied
therein, has been proposed in good faith and not by any means forbidden by law,
as evidenced by, among other things, the totality of the circumstances
surrounding the formulation of the Plan, the record of the Chapter 11 Cases, and
by the recoveries of holders of Claims thereunder. Therefore, the Plan satisfies
the requirements of Section 1129(a)(3) of the Bankruptcy Code.
W. Any payment made or to be made under the Plan or by any
person acquiring property under the Plan, for services or for costs and expenses
in, or in connection with, these Chapter 11 Cases, or in connection with the
Plan and incident to these Chapter 11 Cases, has been approved by, or will be
subject to the approval of, the Court as reasonable, thereby satisfying the
requirements of Section 1129(a)(4) of the Bankruptcy Code.
X. The Bank Group Committee and the Unofficial Noteholders'
Committee have appointed Jeffrey H. Beck to serve as the Liquidating Trustee and
Raymond Wechsler, Phillip Vincent and Gene Davis to serve upon the Liquidating
9
<PAGE>
Trustee Committee. The Bank Group Committee and the Unofficial Noteholders'
Committee have also appointed Jeffrey H. Beck to serve as the Plan Administrator
and Raymond Wechsler, Phillip Vincent and Gene Davis to serve upon the Plan
Administration Committee. Compensation of said individuals is set forth in the
Liquidating Trust Agreement and the Plan Administration Agreement. Because the
Debtors are liquidating, there will be no directors and officers who will serve
after confirmation of the Plan. Therefore, the Debtors have satisfied the
requirements of section 1129(a)(5) of the Bankruptcy Code.
Y. Section 1129(a)(6) of the Bankruptcy Code is inapplicable
to these Chapter 11 Cases because the Plan does not contain rate changes for
which a governmental regulatory commission has jurisdiction after confirmation.
Z. Section 1129(a)(7) of the Bankruptcy Code requires each
holder of a Claim or Equity Interest in an impaired Class to accept the Plan, or
receive or retain under the Plan property having a value, as of the Effective
Date of the Plan, that is not less than the amount that such holder would
receive on account of such Claim or Equity Interest if the Debtor liquidated
under Chapter 7 of the Bankruptcy Code. The following classes are impaired under
the Plan: Class 5a, Class 5b, Class 7 and Class 8. Each holder of a Claim in
such Classes has either accepted the Plan, or will receive or retain under the
Plan property having a value, as of the Effective Date of the Plan, that is not
less than the amount that such holder would receive or retain if the Debtors
liquidated under chapter 7 of the Bankruptcy Code on such date. The Plan,
therefore, satisfies the requirements of Section 1129(a)(7) of the Bankruptcy
Code.
10
<PAGE>
AA. Section 1129(a)(8) of the Bankruptcy Code requires that
for each Class of Claims or Equity Interests under the Plan, such Class has
either accepted the Plan or is not impaired under the Plan. Impaired Class 5a
and Class 5b each have accepted the Plan, and the unimpaired Classes -- Class
1a, Class 1b, Class 2a, Class 2b, Class 3, Class 4 and Class 6 -- are
conclusively presumed to have accepted the Plan without the solicitation of
acceptances or rejections pursuant to section 1126(f) of the Bankruptcy Code.
Because the Impaired Classes 7 and 8 have not accepted the Plan, the
requirements of section 1129(a)(8) have not been met, thus, requiring
application of Section 1129(b) of the Bankruptcy Code. As is more fully set
forth in paragraph GG of this Confirmation Order, the Plan satisfies Section
1129(b) of the Bankruptcy Code with respect to Classes 7 and 8.
BB. The Plan satisfies the requirements of Section 1129(a)(9)
of the Bankruptcy Code since, except to the extent that the holder of a
particular Claim has agreed to a different treatment of such Claim, the Plan
provides that (i) the holder of each Allowed Administrative Claim shall be paid
in full, in Cash, or, if such Administrative Claim represents obligations
incurred in the ordinary course of the Debtors' business, then such Allowed
Administrative Claims shall be paid by the Debtors or the Liquidating Trustee,
as the case may be, in accordance with the terms and conditions of the
particular agreements from which such Allowed Administrative Claims arise; (ii)
the holder of an Allowed Priority Tax Claim shall receive deferred Cash payments
over a period not exceeding six (6) years from the date of assessment of such
tax; provided, however, that the Liquidating Trustee shall have the right to pay
any Allowed Priority Tax Claim, or any remaining balance of such Claim, in full,
at any time on or after the Effective Date,
11
<PAGE>
without premium or penalty; and (iii) the holder of each Allowed Priority Claims
shall be paid in full in Cash.
CC. The provisions of Section 1129(a)(10) of the Bankruptcy
Code are satisfied because at least one impaired Class of Claims has accepted
the Plan, determined without inclusion of any acceptance of the Plan by any
insider.
DD. The Plan provides for the liquidation of the Debtors.
Therefore, the Plan satisfies Section 1129(a) (11) of the Bankruptcy Code.
EE. The Debtors have paid, or shall pay as provided by the
Plan, all amounts then due under 28 U.S.C. ss. 1930, thereby satisfying the
requirements of Section 1129(a)(12) of the Bankruptcy Code.
FF. There are no retiree benefits, as that term is defined in
Section 1114 of the Bankruptcy Code, to be continued by the Debtors as to any
current or former employees. Thus, Section 1129(a)(13) of the Bankruptcy Code is
inapplicable to these Chapter 11 Cases.
GG. Classes 7 and 8 are impaired and are deemed to have
rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. These are
the only Classes which have not accepted, or have been deemed to have rejected,
the Plan. Pursuant to Section 1129(b) of the Bankruptcy Code, the Court finds
that the Plan does not discriminate unfairly, and is fair and equitable, with
respect to the treatment of Class 7 and Class 8. Specifically, with respect to
Class 7, there is no holder of a Claim or Equity Interest junior to the Claims
of Class 7 which is to receive or retain any property on account of such junior
Claim or Equity Interest. Similarly, there is no holder of an Equity
12
<PAGE>
Interest junior to Class 8 which is to receive or retain any property on account
of such junior Equity Interest. Thus, the Plan satisfies Section 1129(b) of the
Bankruptcy Code.
HH. The principal purpose of the Plan is not the avoidance of
taxes or avoidance of the requirements of section 5 of the Securities Act of
1933. No governmental unit has requested that the Court deny confirmation on
such basis. Therefore, the Plan satisfies the requirements of Section 1129(d) of
the Bankruptcy Code.
II. The Plan constitutes and embodies a good faith Compromise
and Settlement of certain disputes resolved pursuant to the Plan, which
Compromise and Settlement is fair, equitable and within the lowest point in the
range of reasonableness, and is in the best interests of the Debtors, their
Estates and their creditors.
JJ. All conditions precedent to confirmation set forth in
Section 9.01 of the Plan have been satisfied, will be satisfied by entry of this
Confirmation Order or duly waived.
Accordingly, it is hereby ORDERED, ADJUDGED AND DECREED that:
1. The Plan, including any Plan Modifications in their
entirety, is confirmed as to each of the Debtors, having satisfied all of the
requirements of chapter 11 of the Bankruptcy Code.
2. Each objection to the Plan and Plan Modifications and any
response or request for continuance regarding confirmation of the Plan not
resolved by the terms of this Confirmation Order, by a separate order entered
contemporaneously herewith, or by a statement announced on the record of the
Confirmation Hearing and not otherwise withdrawn, waived or settled, is
overruled and denied.
13
<PAGE>
3. The record of the Confirmation Hearing is closed.
4. The findings of fact and conclusions of law of the Court
set forth herein and at the Confirmation Hearing shall constitute findings of
fact and conclusions of law pursuant to Bankruptcy Rule 7052, as made applicable
herein by Bankruptcy Rule 9014, and the findings and conclusions of the Court at
the Confirmation Hearing are incorporated herein by reference. To the extent any
finding of fact shall be determined to be a conclusion of law, it shall be so
deemed, and vice versa.
5. Except as otherwise provided in Section 1141(d) of the
Bankruptcy Code, on and after the Confirmation Date, the provisions of the Plan
shall bind any holder of a Claim against, or Equity Interest in, the Debtors,
the Liquidating Trust, the Disputed Claims Reserve Trust or their respective
Trust Assets or other property, whether or not the Claim or Equity Interest of
such holder is impaired under this Plan and whether or not such holder has
accepted this Plan.
6. The Compromise and Settlement entered into among the
Debtors, the Unofficial Noteholders' Committee and the Bank Group Committee
regarding (a) substantive consolidation, (b) the treatment of Intercompany Loans
and Claims and (c) the Settlement Debtors Premium is hereby approved and as of
the Effective Date shall be binding upon the Debtors, all their creditors, and
all parties in interest whether or not such creditors have voted to accept or
reject the Plan.
7. Pursuant to the Compromise and Settlement, the assets and
liabilities of the Debtors shall be substantively consolidated for all purposes
and the
14
<PAGE>
holders of Allowed General Unsecured Claims against the Settlement Debtors(1)
shall receive the Settlement Debtors Premium (as defined in Section 1.125 of the
Plan) on account of their Claims resulting in greater recoveries than such
holders would otherwise receive if the Debtors' Estates were completely
consolidated without qualification. Specifically, in addition to the
Distribution provided in Sections 5.08(b) and 5.09(a) of the Plan, each holder
of an Allowed General Unsecured Claim against the Settlement Debtors shall
receive a Ratable Share of the Settlement Debtors Premium as set forth in
Section 5.08(c) of the Plan.
8. Pursuant to the Compromise and Settlement and as set forth
in Section 6.09 of the Plan, the Intercompany Claims shall be deemed released,
waived and discharged as of the Effective Date.
9. As these cases are consolidated for distribution purposes,
each creditor that has Filed multiple proofs of claims in the Chapter 11 Cases
against multiple Debtors in the same amount and classification shall be deemed
to have Filed just one proof of claim in the Chapter 11 Cases. Accordingly,
Donlin Recano, as Court-appointed claims agent, is directed to expunge all
multiple proofs of claims from the Claims Register maintained in the Chapter 11
Cases without further action by the Debtors, the Liquidating Trustee or the Plan
Administrator, or Order of the Court, except for one proof of claim for each
such creditor which shall remain on the Claims Register. In the event that a
creditor has Filed multiple proofs of claims in the same amount and
classification, including one or more against a Settlement Debtor, the proof of
claim that shall remain on the Claims Register for each such creditor shall be
the proof of claim Filed against the
-------------
(1) The Settlement Debtors consist of CMC and the Resource One Debtors.
15
<PAGE>
Settlement Debtor. Notwithstanding anything herein to the contrary, the Debtors
or the Plan Administrator, as the case may be, shall retain the right to file
objections to any Disputed Claim pursuant to Section 6.05(c) of the Plan.
10. The Liquidating Trust Agreement and the Plan
Administration Agreement substantially in the form set forth as Exhibits A and B
to the Plan, respectively, which form is acceptable to each of the Unofficial
Committees, are each hereby approved and are each effective as of the Effective
Date.
11. Subject to the terms of the Plan, the Liquidating Trust
Agreement and the Plan Administration Agreement, the Debtors, the Liquidating
Trustee, the Liquidating Trustee Committee, the Plan Administrator and the Plan
Administration Committee are duly and validly authorized to issue, execute,
deliver, file or record any and all documents necessary to implement the Plan,
and to take any action reasonably necessary or appropriate to implement the
Plan, in accordance with its terms.
12. On the Effective Date, and in accordance with Section 6.01
of the Plan, which is incorporated herein by reference as if set forth herein in
extenso, the Debtors shall transfer to the Liquidating Trust any and all of the
Debtors' right, title and interest in all of the Trust Assets including, among
other things, Cash (less any Cash transferred to the Disputed Claims Reserve
Trust as required by Section 6.04 of the Plan), any Distributed ESRs, Causes of
Action and the stock of the Surviving Special Purpose Entities, free and clear
of any Lien, Claim or Interest in such property of any other Person or entity
except as provided under the Plan. Title to all Trust Assets shall vest in the
Liquidating Trust on the Effective Date. The Liquidating Trustee and Liquidating
Trust Committee shall administer the Liquidating Trust and the Liquidating
Trustee shall be
16
<PAGE>
deemed the Estate's representative in accordance with Section 1123 of the
Bankruptcy Code. The Liquidating Trustee shall have all the powers, authority
and responsibilities specified in the Liquidating Trust Agreement, and
consistent with the purposes of the Liquidating Trust and subject to the
limitations of the Liquidating Trust Agreement, shall be deemed to be and shall
have all the duties, powers, and rights of a trustee under Sections 704 and 1106
of the Bankruptcy Code, including, without limitation, commencing, prosecuting
or settling Causes of Action, enforcing contracts, and asserting claims,
defenses, offsets and privileges.
13. On the Effective Date, and as set forth in Section 6.04 of
the Plan, which is incorporated herein by reference as if set forth herein in
extenso, after making all Distributions required to be made on the Effective
Date, the Debtors shall execute the Plan Administration Agreement and establish
the Disputed Claims Reserve Trust, which shall be funded by Liquidating Trust
Units and Cash in an amount to be determined by the Liquidating Trustee, Plan
Administrator and the Unofficial Committees' respective financial advisors, with
the advice of the Debtors. The Plan Administrator and the Plan Administration
Committee shall have powers, authority and responsibilities as set forth in the
Plan Administration Agreement. The Plan Administrator, under the direction of
the Plan Administration Committee, shall (i) hold and administer the Disputed
Claims Reserve Trust, (ii) object to, settle or otherwise resolve Disputed
Claims, (iii) make Distributions to holders of Disputed Claims that subsequently
become Allowed Claims in accordance with the Plan, (iv) make Distributions of
the Settlement Debtors Premium (less the Settlement Debtors Premium Initial
Distribution) to holders of General Unsecured Claims against the Settlement
Debtors in accordance with the Plan,
17
<PAGE>
(v) distribute any remaining assets of the Disputed Claims Reserve Trust, after
resolving all Disputed Claims, to holders of Liquidating Trust Units for Ratable
distribution and (vi) wind up the remaining affairs of and dissolve the Debtors.
Any Distributions held in the Disputed Claims Reserve Trust for the benefit of a
holder of a Disputed Claim, which is subsequently Disallowed, in whole or in
part, shall be distributed in accordance with the Plan. The Plan Administrator
shall act as the authorized signatory to execute on behalf of each Debtor and
any Affiliate any and all documents necessary to accomplish such dissolution
14. As set forth in Section 6.12 of the Plan, as of the
Effective Date, the Old Common Stock of the Debtors shall be canceled and
retired and no consideration shall be paid or delivered with respect thereto.
15. As set forth in Section 6.13 of the Plan, on the Effective
Date, except as otherwise provided for in the Plan, the Senior Notes and any
other note, bond, indenture or other instrument or document evidencing or
creating any indebtedness or obligation of the Debtors shall be deemed canceled
and of no further force or effect without any further action on the part of the
Bankruptcy Court, or any Person including, but not limited to, governmental
agencies. The holders of such canceled Senior Notes and Instruments shall have
no claims against the Debtors for payment of such Senior Notes or Instruments,
except for the rights provided pursuant to the Plan, including, without
limitation, the rights provided for pursuant to Section 5.07(b) of the Plan. The
Senior Notes shall be surrendered in accordance with Section 6.13 of the Plan.
Each indenture or other agreement that governs the rights of the holder of a
Claim and that is administered by any indenture trustee, an agent or a servicer,
shall continue in effect
18
<PAGE>
solely for the purposes of (a) allowing such indenture trustee, agent or
servicer to make Distributions on account of such Claims under the Plan, (b)
permitting such indenture trustee, agent or servicer to maintain any rights or
liens it may have for fees, costs, expenses and indemnification under such
indenture or other agreement and to be paid or reimbursed for such prepetition
and postpetition fees, costs, expenses and indemnification only from the
Distributions (until payment in full of such fees, costs, expenses or
indemnification) that are governed by the respective indenture or other
agreement in accordance with the provisions of the Plan; provided, however, that
the foregoing shall not affect the discharge of the Debtors' liabilities with
respect to such indentures or other Instruments under the Plan or this
Confirmation Order or result in any expense or liability to the Debtors or the
Liquidating Trust. Nothing herein or in the Plan shall constitute a waiver or
affect the ability of holders of Senior Notes or other Instruments to assert
claims on account of the Senior Notes or other Instruments against third
parties.
16. As set forth in Section 7.04 of the Plan, on the Effective
Date, pursuant to Section 1123 of the Bankruptcy Code, the Liquidating Trustee
shall have possession and control over the Trust Assets, and shall, pursuant to
the Liquidating Trust Agreement, retain and have the right to enforce any and
all present or future rights, claims or Causes of Action, against any Person and
with respect to any rights of the Debtors that arose before or after the
Petition Date, including, but not limited to, rights, claims and Causes of
Action. All present or future rights, claims or Causes of Action against any
Person that existed prior to the Effective Date are preserved and are
transferred to the Liquidating Trust, including, without limitation, such
claims, rights or Causes of Action identified in the Disclosure Statement.
Subject to the requirements of
19
<PAGE>
the Liquidating Trust Agreement, the Liquidating Trustee may pursue, abandon,
settle or release any or all such claims, rights or Causes of Action, as it
deems appropriate. In pursuing any claim, right or Cause of Action, the
Liquidating Trustee, as a representative of the Estates, shall be entitled to
the extensions provided under Section 108 of the Bankruptcy Code.
17. As set forth in Section 7.05(a) of the Plan, except as
otherwise provided in the Plan or this Confirmation Order, and subject to
Section 1141(d)(1) of the Bankruptcy Code, when the Confirmation Order becomes a
Final Order, the Plan and the Confirmation Order shall discharge, effective as
of the Effective Date, all debts of, Claims against, Liens on, and Interests in
each of the Debtors, their assets, or properties, which debts, Claims, Liens,
and Interests arose at any time before the entry of the Confirmation Order. The
discharge of the Debtors shall be effective as to each Claim or Interest,
regardless of whether a proof of Claim or Interest therefor was filed, whether
the Claim is an Allowed Claim, or whether the holder thereof votes to accept the
Plan. On the Effective Date, as to every discharged Claim and Interest, any
holder of such Claim or Interest shall be precluded from asserting against any
Debtor formerly obligated with respect to such Claim or Interest, or against
such Debtor's assets or properties, any other or further Claim or Interest based
upon any document, instrument, act, omission, transaction, or other activity of
any kind or nature that occurred before the Confirmation Date.
18. As set forth in Section 7.05(b) of the Plan, except as
otherwise provided in the Plan or Confirmation Order, as of the Effective Date,
all entities that hold a Claim that is discharged pursuant to Section 7.05(a) of
the Plan or an Interest or other
20
<PAGE>
right of an equity security holder that is terminated pursuant to the terms of
the Plan, are permanently enjoined from taking any of the following actions on
account of any such discharged Claims or terminated Interests or rights: (1)
commencing or continuing in any manner any action or other proceeding against
the Debtors, the Liquidating Trust or the Disputed Claims Reserve Trust or their
respective Trust Assets or other property; (2) enforcing, attaching, collecting
or recovering in any manner any judgment, award, decree or order against the
Debtors, the Liquidating Trust or the Disputed Claims Reserve Trust or their
respective Trust Assets or other property; (3) creating, perfecting or enforcing
any Lien or encumbrance against the Debtors, the Liquidating Trust or the
Disputed Claims Reserve Trust or their respective Trust Assets or other
property; (4) asserting a setoff, right of subrogation or recoupment of any kind
against any obligation due to the Debtors, the Liquidating Trust, or the
Disputed Claims Reserve Trust or their respective Trust Assets or other
property; and (5) commencing or continuing any action that does not comply with
or is inconsistent with the Plan.
19. As set forth in Section 7.05(c) of the Plan, unless a
particular Secured Claim is Reinstated or the holder thereof receives a return
of its Collateral in respect of such Claim under the Plan: (i) each holder of:
(A) a Secured Claim; and/or (B) a Claim that is purportedly secured, shall on or
immediately before the Effective Date: (x) turn over and release to the
Liquidating Trust any and all property that secures or purportedly secures such
Claim; and (y) execute such documents and instruments as the Debtors or the
Liquidating Trust requires to evidence such claimant's release of such property;
and (ii) on the Effective Date, all claims, right, title and interest in such
property shall revert to the Liquidating Trust, free and clear of all Claims and
Interests,
21
<PAGE>
including (without limitation) Liens, charges, pledges, encumbrances and/or
security interests of any kind. No Distribution hereunder shall be made to or on
behalf of any holder of such Claim unless and until such holder executes and
delivers to the Debtors or the Liquidating Trust such release of Liens. Any such
holder that fails to execute and deliver such release of Liens within 180 days
of the Effective Date shall be deemed to have no further Claim and shall not
participate in any Distribution under the Plan. Notwithstanding the immediately
preceding sentence, any holder of a Disputed Claim shall not be required to
execute and deliver such release of Liens until the time such Claim is Allowed
or Disallowed.
20. As set forth in Section 7.05(d) of the Plan, on and after
the Effective Date, for cause shown, (a) all Persons other than the Liquidating
Trustee will be permanently enjoined from commencing or continuing in any manner
any action or proceeding (whether directly, indirectly, derivatively or
otherwise) on account of, or respecting any, Claim, debt, right or Cause of
Action that the Liquidating Trust retains sole and exclusive authority to
pursue, in accordance with the Plan and the Liquidating Trust Agreement, and (b)
all Persons other than the Liquidating Trustee will be permanently enjoined from
commencing or continuing in any manner any action or proceeding (whether
directly, indirectly, derivatively or otherwise) on account of or respecting any
Causes of Action.
21. The provisions of the Plan or this Confirmation Order
shall not diminish or impair in any manner the enforceability and coverage of
any insurance policies that may cover Claims against the Debtors or any other
Person including, without limitation, the D&O Insurance.
22
<PAGE>
22. As of the Effective Date, all executory contracts and
unexpired leases of each Debtor shall be deemed rejected by such Debtor pursuant
to the provisions of Section 365 of the Bankruptcy Code, except: (a) any
executory contract or unexpired lease that has been or is the subject of a
motion to assume or assume and assign filed pursuant to Section 365 of the
Bankruptcy Code by any of the Debtors before the Effective Date; (b) any
executory contract or unexpired lease listed in the "Schedule of Assumed and
Assumed and Assigned Executory Contracts and Unexpired Leases" Filed by the
Debtors as Exhibit E to the Plan, including, without limitation, the agreements
referenced in paragraph 24 hereof; (c) any executory contract or unexpired lease
assumed or assumed and assigned pursuant to the provisions of the Plan; (d) any
agreement, obligation, security interest, transaction or similar undertaking
that the relevant Debtor believes is not executory or is not a lease, and which
is later determined by the Court to be an executory contract or unexpired lease
that is subject to assumption or rejection under Section 365 of the Bankruptcy
Code. Notwithstanding the preceding sentence, upon agreement of the Debtors,
American General Finance, Inc. ("AGFI") and American General Finance Corporation
("AGFC"), the rejection of each of (i) the Loan Participation and Servicing
Agreement among CFN, CMC and AGFC, dated as of September 26, 1996, (ii) the
Mortgage Loan Purchase Agreement among CFN, CMC, AGFI, dated as of January 21,
1999, and (iii) the Commitment Agreement among CFN, CMC and AGFI, dated as of
January 29, 1999, shall occur no earlier than 30 days from the date of the entry
of the Confirmation Order, unless extended by Court Order provided, however,
that the Debtors or the Liquidating Trustee, as the case may be, shall have the
discretion to reject the Am Gen Agreements prior to the expiration of such 30
23
<PAGE>
days upon written notification to Am Gen with rejection effective upon mailing
of such notification.
23. At the election of the relevant Debtor or the Liquidating
Trustee, as the case may be, and as set forth in Section 8.02 of the Plan, any
monetary defaults under each executory contract and unexpired lease to be
assumed under the Plan shall be satisfied pursuant to Section 365(b)(1) of the
Bankruptcy Code, in one of the following ways: (a) by payment of the default
amount in Cash on the Effective Date; or (b) on such other terms as agreed to by
the parties to such executory contract or unexpired lease. In the event of a
dispute regarding: (i) the amount of any cure payments; (ii) the ability of the
Debtor that is a party thereto to provide adequate assurance of future
performance under the contract or lease to be assumed; or (iii) any other matter
pertaining to assumption, then the cure payments required by Section 365(b)(1)
of the Bankruptcy Code shall be made following the entry of a Final Order
resolving the dispute and approving assumption.
24. Pursuant to the Plan and this Confirmation Order, the
Debtors hereby assume (i) that certain retainer agreement, dated October 18,
1999, by and between CFN and Akin, Gump, Strauss, Hauer & Feld, L.L.P. ("Akin,
Gump") and (ii) that certain retainer agreement, dated October 19, 1999, by and
between CFN and Houlihan Lokey Howard & Zukin ("Houlihan"). The Debtors'
assumption of such retainer agreements shall be for the sole purpose of paying
the Unofficial Noteholders' Committee Fees on the Effective Date in accordance
with Section 5.07(c) of the Plan. Other than the unpaid fees and expenses
accruing from the Petition Date through the Effective Date, of each of Akin,
Gump and Houlihan under each respective retainer
24
<PAGE>
agreement, no defaults exist under each of the retainer agreements. The Debtors'
assumption of the Akin, Gump and Houlihan retainer agreements shall not result
in any expense or liability to the Debtors or the Liquidating Trust or result in
any continuing obligation of the Liquidating Trust to each of Akin, Gump and
Houlihan arising out of their respective retainer agreements, except for the
payment of the Unofficial Noteholders Committee Fees as provided in Section
5.07(c) of the Plan.
25. As set forth in Section 8.03 of the Plan, if the rejection
by any Debtor, pursuant to the Plan or otherwise, of an executory contract or
unexpired lease, results in a Claim, then such Claim shall be forever barred and
shall not be enforceable against such Debtor or the Liquidating Trust or the
properties of either of them unless a proof of claim is filed with the clerk of
the Bankruptcy Court and served upon counsel to the Debtors, the Liquidating
Trustee and the Plan Administrator on or before the earlier of (i) the later of
the applicable Bar Date or within thirty (30) days after the date of notice of
entry of an order of the Court authorizing such rejection including this
Confirmation Order, (ii) thirty (30) days after such rejection becomes effective
if such rejection occurred by reason of expiration of a time period fixed by the
Court, or (iii) such other period set by the Court.
26. Except as provided in Section 11.03(b) of the Plan for
Administrative Claims of Professionals requesting compensation or reimbursement
of expenses and in Section 11.03(c) of the Plan for liabilities incurred by a
Debtor in the ordinary course of its business, requests for payment of
Administrative Claims must be Filed no later than 30 days after the notice of
entry of this Confirmation Order. Holders of such Administrative Claims who are
required to File a request for payment of such
25
<PAGE>
Claims and who do not File such requests by the applicable Bar Date, shall be
forever barred from asserting such Claims against the Debtors, the Liquidating
Trust or their respective property.
27. Unless otherwise ordered by the Court, and as set forth in
Section 11.03(b) of the Plan, all Professionals or other entities requesting
compensation or reimbursement of expenses pursuant to Sections 327, 328, 330,
331, 503(b) and 1103 of the Bankruptcy Code for services rendered before the
Confirmation Date (including compensation requested by any Professional or other
entity for making a substantial contribution in the Chapter 11 Cases but
excluding professionals retained pursuant to the Ordinary Course Professionals
Orders and the Transition Team) shall File (with a courtesy copy to Judge
Gonzalez's chambers) an application for final allowance of compensation and
reimbursement of expenses no later than 45 days after the Confirmation Date and
serve such application upon: (a) Dewey Ballantine LLP, 1301 Avenue of the
Americas, New York, New York 10019 (Attn: Richard S. Miller, Esq.), counsel for
the Debtors, (b) Togut, Segal & Segal LLP, One Penn Plaza, Suite 3335, New York,
New York 10119 (Attn: Albert Togut, Esq.), counsel for the Debtors, (c) Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Marvin
E. Jacob, Esq.), counsel for the Bank Group Committee, (d) Akin, Gump, Strauss,
Hauer & Feld, L.L.P, 590 Madison Avenue, New York, New York 10022 (Attn: Daniel
Golden, Esq.), counsel for the Unofficial Noteholders' Committee, and (e) the
Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York,
New York 10004 (Attn: Greg M. Zipes, Esq.). Objections to final applications of
Professionals or other entities for compensation or reimbursement of expenses
must be Filed no later than 75
26
<PAGE>
days after the Confirmation Date. All compensation and reimbursement of expenses
allowed by the Bankruptcy Court and not previously paid by the Debtors shall be
paid by the Liquidating Trustee to the applicable Professional immediately
thereafter from the reserve established pursuant to Section 11.03(b) of the
Plan, and as directed by this Confirmation Order, by the Debtors or the
Liquidating Trustee, as the case may be, for the purpose of paying any such
unpaid fees and expenses of such Professionals.
28. Payment obligations incurred after the date and time of
entry of the Confirmation Order, including, without limitation, the reasonable
fees and expenses of Professionals incurred from the Confirmation Date shall not
be subject to application or proof of claim and may be paid by the Debtors or
the Liquidating Trustee, as the case may be, in the ordinary course of business
and without further Bankruptcy Court approval.
29. The Liquidating Trustee shall be authorized to pay, from
Available Cash, all fees and expenses of the Transition Team during the
Transition Period without Court Order.
30. As set forth in Section 11.03(c) of the Plan, holders of
Administrative Claims based on liabilities incurred by a Debtor in the ordinary
course of business, including, without limitation, professionals retained
pursuant to the Ordinary Course Professionals Orders, shall not be required to
File any request for payment of such Claims. Such Administrative Claims shall be
assumed and paid by the Liquidating Trust pursuant to the terms and conditions
of the particular transaction giving rise to such Administrative Claim, without
any further action by the holders of such Claims or the Court. For the purposes
of Section 11.03(c) of the Plan, ordinary course liabilities shall
27
<PAGE>
not include any claims or obligations arising out of or relating to the sale of
loans or related contracts after the Petition Date.
31. All fees payable pursuant to Section 1930 of title 28 of
the United States Code, as determined by the Court on the Confirmation Date,
shall be paid on the Effective Date. Any statutory fees accruing after the
Confirmation Date shall be paid in accordance with Section 4.03 of the Plan.
32. Upon the Effective Date, the Unofficial Noteholders'
Committee Fees and the Bank Group Committees Fees shall be paid by the Debtors
to the extent such fees have not been paid by the respective members of such
committees. The aggregate amount of Class 5 Cash otherwise distributable to the
holders of Allowed Senior Notes Claims and Allowed Bank Group Claims in
accordance with Section 5.07(b) of the Plan shall be reduced, in an amount equal
to the Unofficial Noteholders' Committee Fees and Bank Group Committee Fees,
respectively. After the Effective Date, the fees and expenses of the Unofficial
Committees in furtherance of implementation or effectuation of the Plan shall be
paid by Liquidating Trust.
33. (a) Pursuant to Section 1146(c) of the Bankruptcy Code,
the assignment or surrender of any lease or sublease, or the delivery, making,
filing, or recording of any deed or other instrument of transfer, or the
issuance, transfer, or exchange of any security, including, without limitation,
the Liquidating Trust Units, under, in furtherance of, or in connection with the
Plan, whether arising prior or subsequent to the Confirmation Date, including
any deeds, bills of sale or assignments executed in connection with any
disposition of assets contemplated by the Plan shall not be subject to any
stamp, real estate transfer, mortgage, recording or other similar tax,
28
<PAGE>
including, but not limited to, any transfers of assets to the Liquidating Trust
or Disputed Claims Reserve Trust on or shortly after the Effective Date by the
Debtors, holders of Allowed Claims, the Liquidating Trustee or the Plan
Administrator.
(b) All filing or recording officers wherever located and by
whomever appointed, are hereby directed to accept for filing or recording, and
to file or record immediately upon presentation thereof, the assignment or
surrender of any lease or sublease, or the delivery, making, filing, or
recording of any deed or other instrument of transfer, or the issuance,
transfer, or exchange of any security, including, without limitation, the
Liquidating Trust Units, under, in furtherance of, or in connection with the
Plan, whether arising prior or subsequent to the Confirmation Date, including
without limitation, all deeds, bills of sale, mortgages, leasehold mortgages,
deeds of trust, leasehold deeds of trust, memoranda of lease, notices of lease,
assignments, leasehold assignments, security agreements, financing statements,
and other instruments of absolute or collateral transfer required by, or deemed
necessary or desirable by the Debtors, the Liquidating Trustee or Plan
Administrator, with respect to any of the transactions contemplated in the Plan,
without payment of any stamp, real estate transfer, mortgage, recording or other
similar tax imposed by federal, state, or local law.
34. Pursuant to Section 1145 of the Bankruptcy Code, the
issuance of Liquidating Trust Units under the Plan shall be exempt from
registration under the Securities Act of 1933 and applicable state and local
laws requiring registration of securities. If the Liquidating Trustee
determines, with the advice of counsel, that the Liquidating Trust is required
to comply with the registration and reporting requirements of the Securities and
Exchange Act of 1934, as amended, or the Investment Company Act
29
<PAGE>
of 1940, as amended, then the Liquidating Trustee shall take any and all actions
to comply with such reporting requirements and file necessary periodic reports
with the Securities and Exchange Commission.
35. None of the Debtors, the Bank Group Committee, the
Indenture Trustee, the Unofficial Noteholders' Committee (including the present
and former members), their respective officers and directors, employees, agents
(acting in such capacity), representatives nor any professional employed by any
of them (collectively, the "Affected Parties") shall have or incur any liability
to any Person or entity for any action taken or omitted to be taken in
connection with or related to (i) the formulation, preparation, dissemination,
implementation, confirmation, or consummation of the Plan, the Disclosure
Statement, or any contract, release, or other agreement or document created or
entered into, or any other action taken or omitted to be taken in connection
with the Plan, and (ii) actions taken or omitted to be taken in connection with
the Chapter 11 Cases or the operations or administration of the Debtors during
the Chapter 11 Cases that arose out of or relate to the period from the Petition
Date through the Effective Date. Notwithstanding anything in this paragraph and
in Section 11.07 of the Plan to the contrary, the provisions of this paragraph
and Section 11.07 shall (i) not limit in any way whatsoever the liability of any
Person or entity that would otherwise result from any action or omission to the
extent that such action or omission is determined in a Final Order to have
constituted gross negligence, willful misconduct, or breach of fiduciary duty;
(ii) be of no force or effect as to the Liquidating Trustee, including, without
limitation, his power and authority to investigate, commence and prosecute
Causes of Action, if any, against any of the Affected Parties and no Affected
Party shall be entitled
30
<PAGE>
to rely upon or assert this paragraph and Section 11.07 of the Plan as a defense
to any such Causes of Action brought by the Liquidating Trustee; and (iii) not
affect the rights of any party in interest pursuant to Section 11.03(b) of the
Plan. If this paragraph or Section 11.07 of the Plan is deemed in any way to
limit, impair, or constitute a defense to any such Causes of Action brought by
the Liquidating Trustee, such portion or all of this paragraph or Section 11.07
shall be deemed null and void and of no force and effect.
36. Notwithstanding confirmation of the Plan or occurrence of
the Effective Date, the Court shall retain jurisdiction for all purposes
permitted under applicable law, including, without limitation, the following
purposes:
a) Determination of the allowability of Claims upon
objection to such Claims by Debtors or the Plan Administrator, as
the case may be, and the validity, extent, priority and
nonavoidability of consensual and nonconsensual Liens and other
encumbrances;
b) Determination of tax liability pursuant to Section
505 of the Bankruptcy Code;
c) Approval, pursuant to Section 365 of the Bankruptcy
Code, of all matters related to the assumption, assumption and
assignment, or rejection of any executory contract or unexpired
lease of any of the Debtors;
d) Determination of requests for payment of
administrative expenses entitled to priority under Section 507(a)(1)
of the Bankruptcy Code, including compensation of parties entitled
thereto under Section 330 of the Bankruptcy Code;
e) Resolution of controversies and disputes regarding
the interpretation of the Plan;
f) Implementation of the provisions of the Plan and
entry of Orders in aid of confirmation and consummation of the Plan,
including, without limitation, appropriate Orders protecting the
Liquidating Trust, as successor to the Debtors, and the Estates from
actions by creditors and/or Interest holders of the Debtors or any
of them, ensuring Distributions to holders of Allowed Claims and
resolving disputes and controversies regarding property of the
Estates, the Liquidating Trust, the Disputed Claims Reserve Trust or
powers of the Liquidating Trustee and the Plan Administrator;
31
<PAGE>
g) Modification of (i) the Plan pursuant to Section 1127
of the Bankruptcy Code and (ii) the Liquidating Trust Agreement and
the Plan Administration Agreement;
h) Issue orders, if appropriate, as requested by the
Liquidating Trustee or Plan Administrator under, and subject to, the
provisions of Bankruptcy Rule 2004;
i) Adjudication of any Causes of Action; and
j) Entry of a Final Order closing the Chapter 11 Cases.
37. To the extent the Confirmation Order and/or the Plan is
inconsistent with the Disclosure Statement, any other agreement entered into
between or among any Debtor(s), or any of them and any third party (but
excluding the Liquidating Trustee Trust Agreement and the Plan Administration
Agreement), the Plan shall control the Disclosure Statement and any such
agreements and the Confirmation Order (and any other orders of the Court)
controls the Plan.
38. The principal purpose of the Liquidating Trust Agreement
and the Plan Administration Agreement is to aid in the implementation of the
Plan and therefore the Plan incorporates the provisions of the Liquidating Trust
Agreement and the Plan Administration Agreement. To that end, the Liquidating
Trustee and the Plan Administrator, as the case may be, shall have the full
power and authority to take any action consistent with the purpose and
provisions of the Plan, and to seek any Orders from the Bankruptcy Court in
furtherance of the implementation of the Plan, the Liquidating Trust Agreement
and the Plan Administration Agreement, as the case may be. If any provision of
the Liquidating Trust Agreement or the Plan Administration Agreement are found
to be inconsistent with the provisions of the Plan, the provisions of the
Liquidating Trust Agreement or the Plan Administration Agreement, as the case
may be, shall control.
32
<PAGE>
39. After the entry of the Confirmation Order, the Debtors may
modify the Plan, with the consent of each of the Unofficial Committees, to
remedy any defect or omission or to reconcile any inconsistencies in the Plan or
in the Confirmation Order, as may be necessary to carry out the purposes and
effects of the Plan, provided that: (i) the Debtors obtain approval of the
Bankruptcy Court for such modification, after notice and a hearing; and (ii)
such modification shall not materially and adversely affect the interests,
rights, treatment, or Distributions of any Class under the Plan.
40. After the Confirmation Date and before the Effective Date
of the Plan, the Debtors may modify the Plan, with the consent of each of the
Unofficial Committees, in a way that materially or adversely affects the
interests, rights, treatment, or Distributions of a class of Claims or Interests
provided that: (i) the Plan, as modified, meets applicable Bankruptcy Code
requirements; (ii) the Debtors obtain Bankruptcy Court approval for such
modification, after notice and a hearing; (iii) such modification is accepted by
at least two-thirds in amount, and more than one-half in number, of Allowed
Claims voting in each class affected by such modification; and (iv) the Debtors
comply with Section 1125 of the Bankruptcy Code with respect to the Plan as
modified.
41. This Confirmation Order is and shall be deemed to be a
separate Confirmation Order with respect to each of the Debtors for all
purposes. The Clerk of the Bankruptcy Court is directed to file and docket this
Confirmation Order in the Chapter 11 Case of each of the Debtors.
42. The failure specifically to include or reference any
particular provision of the Plan in this Confirmation Order shall not diminish
or impair the
33
<PAGE>
effectiveness of such provision, it being the intent of the Court that the Plan
be confirmed in its entirety.
43. Any interested Person who provides the Liquidating Trustee
with written notice of their request to receive notice of Liquidating Trust
activities shall be included on the Special Notice List maintained by the
Liquidating Trustee for such purposes. In addition to the notice provided to the
Special Notice List, the Liquidating Trustee shall also be authorized to
establish, as soon as reasonably practicable, and maintain a web site for the
purpose of providing notice of Liquidating Trust activities. Subject to
providing notice to the Special Notice List, the posting of such Liquidating
Trust activities on the web site shall be in lieu of providing actual notice to
holders of Liquidating Trust Units.
44. The Debtors or their authorized agent shall serve notice
of (a) entry of this Confirmation Order, (b) notice of the last date to file (i)
Administrative Claims and (ii) Claims arising from the rejection of executory
contracts and unexpired leases, (c) notice of assumption and proposed cure
amount relating to executory contracts and unexpired leases to be assumed under
to the Plan, and (d) notice of the establishment of the Special Notice List,
substantially in the form attached hereto as Exhibit B, which form is hereby
approved, as provided in Bankruptcy Rule 2002(f)(7), to all creditors of the
Debtors as of the date hereof and other parties in interest within ten (10)
Business Days from the date of entry of this Confirmation Order.
34
<PAGE>
Dated: New York, New York
December 19, 2000
/s/ Arthur J. Gonzalez
----------------------------------
UNITED STATES BANKRUPTCY JUDGE
35
