Exhibit 2.1 Plan of Reorganization of SGD
Holdings, Ltd.
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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS FORT
WORTH DIVISION In re: ss. ss. Case No. 05-42392-RFN-1 1 SGD
HOLDINGS, LTD., ss. Chapter 11 a Delaware corporation ss.
ss.Debtor. ss.
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SECOND AMENDED PLAN OF REORGANIZATION PROPOSED BY TERRY WASHBURN
AND JULES SLIM Dated: July 6, 2006 Fort Worth, Texas
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Richard G. Grant Keith R. Pearson ROBERTS & GRANT, P.C. The
Centrum, Suite 700 3102 Oak Lawn Ave. Dallas, Texas 75219
Telephone: 214-210-2929 Facsimile: 214-210-2949 ATTORNEYS FOR
PROPONENTS
================================================================================
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TABLE OF CONTENTS TABLE OF
CONTENTS.......................................................................................I
ARTICLE 1 CLASSIFICATION OF
CLAIMS....................................................................
1 1.1 CLAIMS
CLASSIFIED..........................................................................
1 1.2 ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS NOT
CLASSIFIED............................... 1 1.3 CLASSIFICATION OF
CLAIMS...................................................................
1 ARTICLE 2 IDENTIFICATION OF IMPAIRED CLASSES OF
CLAIMS................................................ 1 ARTICLE 3
PROVISIONS FOR TREATMENT OF CLAIMS UNDER THE
PLAN........................................... 2 3.1 CLASS 1 --
ANY ALLOWED SECURED CLAIMS OF AD VALOREM TAXING
AUTHORITIES..................... 2 3.2 OTHER SECURED
CLAIMS.......................................................................
2 A. CLASS 2A -- ANY ALLOWED SECURED CLAIMS NOT OTHERWISE
CLASSIFIED......................... 2 3.3 CLASS 3 -- ANY ALLOWED
PRIORITY NON-TAX
CLAIMS............................................. 2 3.4 UNSECURED
CLAIMS:
.........................................................................
3 A. CLASS 4A -- ANY ALLOWED CONVENIENCE
CLAIMS.............................................. 3 B. CLASS 4B
-ANY ALLOWED TRADE VENDOR CLAIMS NOT CLASSIFIED IN CLASSES 3 OR
4A............. 3 3.5 CLASS 5 - ALLOWED
INTERESTS................................................................
3 3.6 CLASS 6 -- DISALLOWED CLAIMS, SECURITIES LAWS CLAIMS,
SUBORDINATED CLAIMS AND PENALTY
CLAIMS.....................................................................................
3 ARTICLE 4 PROVISIONS FOR TREATMENT OF UNCLASSIFIED CLAIMS UNDER
THE PLAN.............................. 3 4.1 TREATMENT OF
ADMINISTRATIVE
CLAIMS......................................................... 3
4.2 TREATMENT OF PRIORITY TAX
CLAIMS........................................................... 4
ARTICLE 5 ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION
BY ONE OR MORE CLASSES OF CLAIMS... 4 ARTICLE 6 MEANS FOR
IMPLEMENTATION OF THE
PLAN........................................................ 5 6.1
MERGER WITH CHASSEUR DE VIN, INC.
......................................................... 5 A.
ACQUISITION OF CHASSEUR DE VIN,
INC..................................................... 5 B.
ISSUANCE OF NEW COMMON STOCK IN EXCHANGE FOR
CDV........................................ 5 6.2 OTHER PROVISIONS
FOR
IMPLEMENTATION........................................................
6 A. SURRENDER OF EXISTING
SECURITIES........................................................
6 B. PAYMENT OF DIP CREDIT FACILITY.
........................................................ 6 C.
SECURITIES ACT COMPLIANCE.
................................................................ 6
6.3
OFFICERS...................................................................................
6 6.4 ORGANIZATIONAL
DOCUMENTS...................................................................
6 6.5 VESTING OF
ASSETS..........................................................................
7 6.6 ORGANIZATIONAL
AUTHORITY...................................................................
7 6.7 ASSUMPTION OF
LIABILITIES..................................................................
7 6.8 CLAIMS ON FILE; NO ALLOWANCE OF UNTIMELY
CLAIMS............................................ 8 6.9
INTEGRATION
CLAUSE.........................................................................
8 ARTICLE 7 PROVISIONS GOVERNING
DISTRIBUTIONS..........................................................
8 7.1 DATE OF
DISTRIBUTIONS......................................................................
8 7.2 DISBURSING
AGENT...........................................................................
8 7.3 MEANS OF CASH
PAYMENT......................................................................
8 7.4 DELIVERY OF
DISTRIBUTIONS..................................................................
8 7.5 TIME BAR TO CASH
PAYMENTS..................................................................
9 ARTICLE 8 PROCEDURES FOR RESOLVING AND TREATING CONTESTED AND
DISPUTED CLAIMS UNDER THE PLAN.......... 9 8.1 OBJECTION
DEADLINE.........................................................................
9 i 8.2 PROSECUTION OF
OBJECTIONS..................................................................
9 8.3 NO DISTRIBUTIONS PENDING
ALLOWANCE.........................................................
9 8.4 WITHHOLDING OF DISTRIBUTIONS ON ACCOUNT OF CONTESTED
CLAIMS................................ 9 8.5 DISTRIBUTIONS AFTER
ALLOWANCE..............................................................
10 8.6 DISTRIBUTIONS AFTER
DISALLOWANCE...........................................................
10 ARTICLE 9 RIGHTS AND OBLIGATIONS OF THE DISBURSING
AGENT.............................................. 10 9.1
EXCULPATION................................................................................
10 9.2 POWERS OF THE DISBURSING
AGENT.............................................................
10 9.3 DUTIES OF THE DISBURSING
AGENT.............................................................
11 ARTICLE 10 PROVISIONS GOVERNING EXECUTORY CONTRACTS AND
UNEXPIRED LEASES UNDER THE PLAN............... 11 10.1 REJECTION OF
CERTAIN CONTRACTS AND
LEASES.................................................. 11 10.2
ASSUMED IF NOT
REJECTED....................................................................
11 10.3 BAR TO REJECTION
DAMAGES...................................................................
11 10.4 INSURANCE
POLICIES.........................................................................
11 ARTICLE 11 RETENTION OF
JURISDICTION..................................................................
12 11.1 SCOPE OF
JURISDICTION......................................................................
12 11.2 FAILURE OF THE BANKRUPTCY COURT TO EXERCISE
JURISDICTION................................... 12 ARTICLE 12
MISCELLANEOUS
PROVISIONS...................................................................
12 12.1 SETOFF
RIGHTS..............................................................................
12 12.2
DISCHARGE..................................................................................
13 12.3
INJUNCTIONS................................................................................
13 12.4 PRE-PETITION DATE
LAWSUITS/INSURANCE.......................................................
13 12.5
EXCULPATIONS...............................................................................
14 12.6 DE MINIMIS
DISTRIBUTIONS...................................................................
14 12.7 PAYMENT OF STATUTORY
FEES..................................................................
14 12.8 POST-EFFECTIVE DATE FEES AND EXPENSES OF PROFESSIONAL
PERSONS.............................. 14 12.9 BANKRUPTCY
RESTRICTIONS....................................................................
15 12.10 DISALLOWANCE AND SUBORDINATION OF SUBORDINATED CLAIMS AND
PENALTY CLAIMS................... 15 12.11 BINDING
EFFECT.............................................................................
15 12.12 GOVERNING
LAW..............................................................................
15 12.13 MODIFICATION OF
PLAN.......................................................................
15 12.14 CREDITOR
DEFAULTS..........................................................................
16 12.15 DEFINITIONS AND
INTERPRETATION.............................................................
16 12.16 HEADINGS AND TABLE OF
CONTENTS.............................................................
17 12.17
SEVERABILITY...............................................................................
17 12.18 SUBSTANTIAL CONSUMMATION/CLOSING THE
CASE.................................................. 17
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ii PLAN OF REORGANIZATION
---------------------- Terry Washburn and Jules Slim (collectively,
"Plan Proponents") creditors in the above-referenced Chapter 11
Case, propose the following Plan of Reorganization for the Debtor
under chapter 11 of the Bankruptcy Code. ARTICLE 1 ---------
CLASSIFICATION OF CLAIMS ------------------------ 1.1 CLAIMS
CLASSIFIED For purposes of organization, voting and all
confirmation matters, except as otherwise provided herein, all
Claims (except for Administrative Claims and Priority Tax Claims)
shall be classified as set forth in this Article 1 of the Plan. 1.2
ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS NOT CLASSIFIED As
provided in section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims against the Debtor
shall not be classified for purposes of voting or receiving
distributions under the Plan. Rather, all such Claims shall be
treated separately as unclassified Claims on the terms set forth in
Article 4 of the Plan. 1.3 CLASSIFICATION OF CLAIMS The Plan
classifies the Claims against the Debtor as follows: SECURED CLAIMS
Class 1: Any Allowed Secured Claims of Ad Valorem Taxing
Authorities. Class 2A: Any Allowed Secured Claims not classified in
Class 1. UNSECURED CLAIMS Class 3: Any Allowed Priority Non-tax
Claims. Class 4A: Any Allowed Convenience Claims. Class 4B: Any
Allowed Unsecured Claims not classified in Classes 3 or 4A.
INTERESTS Class 5: Any Allowed Equity Interests. OTHERS Class 6:
Subordinated Claims, Penalty Claims and Disallowed Claims. ARTICLE
2 --------- IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS
-------------------------------------------- There are no
unimpaired Classes under the Plan. If a controversy arises as to
whether any Claim or any class of Claims is impaired under the
Plan, the Bankruptcy Court shall, upon notice and a hearing,
determine such controversy. Page 1 ARTICLE 3 --------- PROVISIONS
FOR TREATMENT OF CLAIMS UNDER THE PLAN
------------------------------------------------- The classes of
Claims against the Debtor shall be treated under the Plan as
follows: 3.1 CLASS 1 -- ANY ALLOWED SECURED CLAIMS OF AD VALOREM
TAXING AUTHORITIES. On the Effective Date, each holder of an
Allowed Claim in Class 1 shall receive a Plan Secured Note and
shall retain its Tax Liens securing its Allowed Secured Claim as
security for the Plan Secured Note until such Plan Secured Note is
paid in full. At the sole discretion of the Debtor, the Debtor may
at any time after the Effective Date prepay any or all Allowed
Claims in Class 1 without penalty or interest. 3.2 OTHER SECURED
CLAIMS A. CLASS 2A -- ANY ALLOWED SECURED CLAIMS NOT OTHERWISE
CLASSIFIED. Each holder of an Allowed Secured Claim against the
Debtor which is not otherwise classified in Class 1 will be treated
as though in a separate class (with the designation 2A1, 2A2, etc.)
as follows: (i) GENERAL TREATMENT. Each holder of an Allowed
Secured Claim against the Debtor shall, at the sole option of the
Reorganized Debtor, receive on the Distribution Date on account of
its Allowed Secured Claim: (a) a Plan Secured Note; (b) treatment
as provided under section 1124(2) of the Bankruptcy Code, with the
Cash payments required by section 1 124(2)(A) and (C) of the
Bankruptcy Code being made on the Distribution Date; or (c) such
holder's Collateral. If the holder of an Allowed Secured Claim
against the Debtor receives treatment as provided in (a) or (b)
above, such holder shall retain any Liens securing the Allowed
Secured Claim until paid in full. Any Deficiency Amount related to
a Secured Claim shall be treated as a Class 4B Trade Vendor Claim.
(ii) NEGOTIATED TREATMENT. Notwithstanding the immediately
preceding paragraph, the Debtor and any holder of a Class 2A
Allowed Secured Claim may agree to any alternate treatment of such
Secured Claim, which treatment shall include preservation of such
holder's Lien; provided, however, that such treatment shall not
provide a return to such holder of an amount having a present value
in excess of the amount of such holder's Allowed Secured Claim.
Each such agreement shall be presented to the Bankruptcy Court
before or within 30 days after the Effective Date and shall not
materially and adversely impact the treatment of any other creditor
under the Plan. 3.3 CLASS 3 -- ANY ALLOWED PRIORITY NON-TAX CLAIMS.
Each holder of an Allowed Priority Non-tax Claim against the Debtor
shall receive on the Distribution Date the right to payment or
refund in accordance with the policies of the Debtor then in
effect. Allowed Priority Non-tax Claims held by employees of the
Debtor shall be paid by the Debtor in the ordinary course of
business of the Debtor pursuant to the terms of the employee
policies of the Debtor as may be changed from time to time. Page 2
3.4 UNSECURED CLAIMS: A. CLASS 4A -- ANY ALLOWED CONVENIENCE
CLAIMS. In lieu of treatment as any other class of claimant under
the Plan, and in full satisfaction of any and all Claims against
the Debtor, a holder of an Allowed Convenience Claim against the
Debtor shall receive on the Distribution Date, Cash equal to the
amount of 100% of such Allowed Convenience Claim without interest
from the inception of the Claim or attorneys fees and collection
costs. B. CLASS 4B -ANY ALLOWED TRADE VENDOR CLAIMS NOT CLASSIFIED
IN CLASSES 3 OR 4A. On the Distribution Date, each holders of an
Allowed General Unsecured Claims in Class 4B shall receive on
account of such Claims and in full satisfaction of such Claims, a
pro rata share of 3,000,000 shares of New Common Stock. 3.5 CLASS 5
- ALLOWED INTERESTS. On the Distribution Date, each holder of an
Allowed Interest evidenced by Common Stock shall receive, in full
and final satisfaction of its Allowed Interest, a prorata share of
250,000 New Common Shares in Reorganized Debtor determined as of
the Voting Record Date. 3.6 CLASS 6 -- DISALLOWED CLAIMS,
SECURITIES LAWS CLAIMS, SUBORDINATED CLAIMS AND PENALTY CLAIMS. The
holders of Disallowed Claims, Securities Laws Claims, Subordinated
Claims, Penalty Claims and any other Claims against the Debtor not
otherwise expressly provided for in this Plan shall receive no
distributions under the Plan on account of such Claims. This Plan
shall constitute a action seeking subordination of all claims in
Class 6 pursuant to Bankruptcy Code section 510 and any other
relevant provisions of the Bankruptcy Code, Rules and applicable
state or federal law. ARTICLE 4 --------- PROVISIONS FOR TREATMENT
OF UNCLASSIFIED CLAIMS UNDER THE PLAN
-------------------------------------------------------------- 4.1
TREATMENT OF ADMINISTRATIVE CLAIMS All Administrative Claims
against the Debtor shall be treated as follows: (a) TIME FOR FILING
ADMINISTRATIVE CLAIMS. The holder of an Administrative Claim, other
than (1) a Fee Claim, and (2) a liability incurred and paid in the
ordinary course of business by the Debtor after the Petition Date,
must file with the Bankruptcy Court and serve on the Debtor, the
Committee (if any) and their counsel notice of such Administrative
Claim within 30 days after the Confirmation Date. Such notice must
include at a minimum: (1) the name of the holder of the Claim; (2)
the amount of the Claim; and (3) the basis of the Claim. Failure to
file and serve this notice timely and properly shall result in the
Administrative Claim being forever barred and discharged. (b) TIME
FOR FILING FEE CLAIMS. Each Professional Person or other entity
that holds or asserts an Administrative Claim that is a Fee Claim
incurred before the Effective Date shall be required to file with
the Bankruptcy Court, and serve on all parties required to receive
notice, a Fee Application within 60 days after the Effective Date.
The failure to file the Fee Application timely shall result in the
Fee Claim being forever barred and discharged. To the extent
necessary, entry of the Confirmation Order shall amend and
supersede any previously entered order of the Bankruptcy Court
regarding procedures for the payment of Fee Claims. Page 3 (c)
ALLOWANCE OF ADMINISTRATIVE CLAIMS. An Administrative Claim with
respect to which notice has been properly filed pursuant to Section
4.1(a) of the Plan shall become an Allowed Administrative Claim if
no objection is filed within 20 days after the filing and service
of notice of such Administrative Claim. If an objection is filed
within such twenty-day period, the Administrative Claim shall
become an Allowed Administrative Claim only to the extent allowed
by Final Order. An Administrative Claim that is a Fee Claim, and
with respect to which a Fee Application has been properly filed
pursuant to Section 4.1(b) of the Plan, shall become an Allowed
Administrative Claim only to the extent allowed by Final Order. (d)
PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS. Each holder of an Allowed
Administrative Claim against the Debtor shall receive on the
Distribution Date (1) the amount of such holder's Allowed Claim in
one Cash payment or (2) such other treatment as may be agreed upon
in writing by the Debtor and such holder; provided, however, that
an Administrative Claim representing a liability incurred in the
ordinary course of business of the Debtor may be paid in the
ordinary course of business by the Debtor; and provided further
that the payment of an Allowed Administrative Claim which is a Cure
Payment shall be paid in six equal monthly installments without
interest, due on the tenth day of the month, with the first such
installment being due and payable on the first tenth day of the
month to occur after the later of the Effective Date or the date of
allowance of such Claim by Final Order. 4.2 TREATMENT OF PRIORITY
TAX CLAIMS Each holder of an Allowed Priority Tax Claim shall
receive in full satisfaction of such holder's Allowed Priority Tax
Claim (1) the amount of such holder's Allowed Claim, with interest
accruing after the Effective Date at the Post-confirmation Interest
Rate, in equal annual Cash payments on each anniversary of the
Distribution Date until the sixth such anniversary of the date of
assessment of such Claim; (2) a lesser amount in one Cash payment
as may be agreed upon in writing; or (3) such other treatment as
may be agreed upon in writing. The Debtor may prepay all or any
part of an Allowed Priority Tax Claim on or after the Effective
Date without penalty or interest accruing after the payment date on
such prepaid amount. ARTICLE 5 --------- ACCEPTANCE OR REJECTION OF
THE PLAN; ------------------------------------ EFFECT OF REJECTION
BY ONE OR MORE CLASSES OF CLAIMS
---------------------------------------------------- Each impaired
class of Claims shall be entitled to vote separately to accept or
reject the Plan as provided in the order entered by the Bankruptcy
Court governing the voting and balloting procedures applicable to
the Plan. Any unimpaired class of Claims shall be deemed to have
accepted the Plan. Any class of Claims that will not receive or
retain any property on account of such Claims shall be deemed to
have rejected the Plan. A class of Claims shall have accepted the
Plan if it is accepted by at least two-thirds in dollar amount and
more than one-half in number of the Allowed Claims in such class
that have voted on the Plan. If any class of Claims shall fail to
accept the Plan in accordance with section 1126(c) of the
Bankruptcy Code, the Bankruptcy Court may still confirm the Plan in
accordance with section 1129(b) of the Bankruptcy Code. In the
event that confirmation is requested under section 1129(b) of the
Bankruptcy Code, the Debtor reserves the right to amend or
otherwise modify the Plan to eliminate distributions to holders of
any Claims junior to any class of Claims that is impaired under and
has not accepted the Plan in accordance with section 11 29(b)(2) of
the Bankruptcy Code. The Debtor shall be entitled to withdraw this
Plan at any time prior to entry of a Final Order confirming this
Plan, as modified or amended. Page 4 ARTICLE 6 --------- MEANS FOR
IMPLEMENTATION OF THE PLAN ------------------------------------ 6.1
MERGER WITH CHASSEUR DE VIN, INC. A. ACQUISITION OF CHASSEUR DE
VIN, INC. On the Effective Date, Lindberg, or his respective
successors or assigns, which are hereby permitted, shall contribute
to the Reorganized Debtor one hundred percent (100%) of the issued
and outstanding stock of CDV in exchange for an aggregate of
12,000,000 shares of New Common Stock, which shall constitute not
less than 56.5% of the New Common Stock of Reorganized Debtor
issued or subject to issuance pursuant to any outstanding warrant
or option to purchase Common Stock of Reorganized Debtor. B.
ISSUANCE OF NEW COMMON STOCK IN EXCHANGE FOR CDV 1. ISSUANCE OF NEW
COMMON STOCK TO LINDBERG:. On the Effective Date, the Reorganized
Debtor shall issue to Lindberg 12,000,000 shares of New Common
Stock. In consideration thereof, on the Effective Date, Lindberg
shall transfer 100% of the issued and outstanding stock of CDV to
the Reorganized Debtor, without recourse or warranty, and subject
to all liens and security interests thereon. The Reorganized Debtor
shall assume all liabilities and obligations relating to CDV
arising prior to, on or after the Effective Date and shall
indemnify and hold harmless Lindberg from all such obligations. The
obligations of Lindberg under the Plan shall be contingent upon (i)
Lindberg holding, as of the Effective Date, at least 56.5% of the
New Common Stock of Reorganized Debtor issued or subject to
issuance pursuant to any outstanding warrant or option to purchase
Common Stock of Reorganized Debtor and (ii) Lindberg's approval, in
its reasonable discretion of all documents of conveyance of CDV and
of assumption and indemnity of the liabilities described herein.
The New Common Stock issued to Lindberg is not to be issued in
reliance upon the exemption provided under Section 1145 of the
Bankruptcy Code. The certificates representing the New Common Stock
to be issued to Lindberg shall be appropriately legended as to its
resale restrictions. 2. ISSUANCE OF NEW COMMON STOCK TO CONVERTIBLE
NOTE HOLDERS OF CDV On the Effective Date, the Reorganized Debtor
shall issue to the holders of convertible debt of CDV (the
"Convertible Debt Holders") 6,000,000 shares of New Common Stock.
In consideration thereof, on the Effective Date, the Convertible
Debt Holders shall transfer their interest in CDV to the
Reorganized Debtor, without recourse or warranty, and subject to
all liens and security interests thereon. The Reorganized Debtor
shall assume all liabilities and obligations relating to CDV
arising prior to, on or after the Effective Date and shall
indemnify and hold harmless Convertible Debt Holders from all such
obligations. The obligations of Convertible Debt Holders under the
Plan shall be contingent upon (i) Convertible Debt Holders holding,
as of the Effective Date, at least 28% of the New Common Stock of
Reorganized Debtor issued or subject to issuance pursuant to any
outstanding warrant or option to purchase Common Stock of
Reorganized Debtor and (ii) Convertible Debt Holders's approval, in
its reasonable discretion of all documents of conveyance of CDV and
of assumption and indemnity of the liabilities described herein.
The New Common Stock issued to the Convertible Debt Holders is not
to be issued in reliance upon the exemption provided under Section
1145 of the Bankruptcy Code. The certificates representing the New
Common Stock to be issued to the Convertible Debt Holders shall be
appropriately legended as to its resale restrictions. Page 5 6.2
OTHER PROVISIONS FOR IMPLEMENTATION A. SURRENDER OF EXISTING
SECURITIES. As a condition to receiving any distribution under the
Plan, each Holder of a promissory note or other instrument
evidencing a Claim or Interest must surrender its promissory note,
stock or instrument to the Reorganized Debtor. Any Holder of a
Claim that fails to (a) surrender such promissory note or
instrument or (b) execute and deliver an affidavit of loss and/or
indemnity reasonably satisfactory to the Reorganized Debtor and
furnish a bond in form, substance and amount reasonably
satisfactory to the Reorganized Debtor before the later of (1) the
first anniversary of the Effective Date and (2) six months
following the date such Holder's Claim becomes an Allowed Claim,
shall be deemed to have forfeited all rights and Claims and may not
participate in any distribution under the Plan. A holder of an
Allowed Claim or Interest shall not receive its prorata share of
the New Common Stock until the documents representing its Allowed
Claim or Interest have been surrendered to the Reorganized Debtor,
unless the Reorganized Debtor, in its sole and absolute discretion,
deems that such surrender is not necessary under the circumstances.
B. PAYMENT OF DIP CREDIT FACILITY. Upon the Effective Date, the
Reorganized Debtor will pay $21,000 to Avenel in full payment of
the DIP Credit Facility, if such liability has not been previously
paid by the Trustee. C. SECURITIES ACT COMPLIANCE. Within 4
business days following the Effective Date, the Reorganized Debtor
shall comply with the SEC Rule "Use of Form S-8, Form 8-K, and Form
20-F by Shell Companies," 17 CFR ss. 230, 239, 240 and 249, Release
Nos 33-8587; 34-52038, effective August 22, 2005 to the extent
required by applicable law. 6.3 OFFICERS Mark Lindberg shall serve
as the initial President of the Reorganized Debtor as of the
Effective Date. The Confirmation Order shall authorize the
President of the Reorganized Debtor to take such actions as may be
necessary to fully consummate the Plan. Mr. Lindberg shall be
compensated as deemed appropriate by the board of directors of the
Reorganized Debtor; provided, however, such compensation shall not
exceed $50,000 during the first year following the Effective Date.
6.4 ORGANIZATIONAL DOCUMENTS The charter and bylaws of the
Reorganized Debtor shall be amended as soon as practicable after
the Effective Date to contain such provisions as are necessary to
satisfy the provisions of the Plan and shall contain
indemnification and limitation of liability provisions applicable
to the officers and employees of the Reorganized Debtor and such
other Persons as may, in the discretion of the President of the
Debtor be appropriate. In addition, the Debtors' Organizational
Documents shall be amended and all necessary corporate action shall
be taken as soon as practicable after the Effective Date to
prohibit the issuance of non-voting equity securities and
providing, as to the several classes of securities possessing
voting power, an appropriate distribution of such power among such
classes, including, in the case of any class of equity securities
having a preference over another class of equity securities with
respect to dividends, adequate provisions for the election of
Presidents representing such preferred class in the event of
default in the payment of such dividends. Page 6 Without
limitation, the Reorganized Debtor's Articles of Incorporation and
Bylaws shall be amended and deemed amended to cancel the current
equities securities of the Debtor; to change the name of the
Reorganized Debtor; to authorize the issuance of 250,000,000 shares
of Reorganized Debtor's Common Stock, par value $.000 1, as of the
Effective Date; and to prohibit the issuance of non-voting equity
securities to the extent required by Section 1 123(a)(6) of the
Bankruptcy Code. Except as amended consistent with the Plan, the
Reorganized Debtors' organizational documents shall remain in force
subject to amendment in accord with their terms and with otherwise
applicable law. 6.5 VESTING OF ASSETS On the Effective Date, the
property of the estate of the Debtor, including but not limited to
any rights or causes of action, whether under the Bankruptcy Code
or other applicable law and including, without limitation,
preference claims, fraudulent transfer claims and any other claims
under chapter 5 of the Bankruptcy Code, shall vest in the
Reorganized Debtor. The Reorganized Debtor shall have the exclusive
right to prosecute and settle and actions under chapter 5 of the
Bankruptcy Code as it deems to be in the best interests of the
estate. Upon any subsequent conversion to a case under chapter 7,
all assets vesting in the Reorganized Debtor shall pass to the
chapter 7 trustee as property of the chapter 7 estate; provided,
however, such property and other assets shall remain subject to
those Claims, Liens, and encumbrances as Allowed and restructured
in this Plan and as specified herein. The power and
responsibilities of the Chris Moser, Chapter 11 Trustee, shall
terminate upon the Effective Date. Subject to the provisions of
Section 8.4 hereof, the Chapter 11 Trustee shall convey and
deliver, or cause to be conveyed and delivered, all assets of the
bankruptcy estate to the Reorganized Debtor upon the Effective
Date. 6.6 ORGANIZATIONAL AUTHORITY (a) All actions and transactions
contemplated under the Plan, including, but not limited to, the
issuance of debt instruments, promissory notes and related
securitization documents, shall be authorized upon Confirmation of
the Plan without the need of further Shareholder resolutions,
approval, notice or meetings, other than the notice provided by
serving this Plan on all known creditors and parties in interest of
the Debtor, and all current officers of the Debtor. The
Confirmation Order shall include provisions dispensing with the
need of further board or Shareholder resolutions, approval, notice
or meetings and authorizing and directing the President, Chief
Executive Officer, Chief Financial Officer and/or Secretary of the
Debtor to execute such documents as may be necessary to effectuate
the Plan, which documents shall be binding on the Debtor and the
Debtor's creditors and Shareholders. (b) The Reorganized Debtor
shall also have authority, subject to approval of its President and
the applicable Bankruptcy Code provision, before and after
Confirmation of the Plan, to sell, lease, license or otherwise
dispose of its assets. After confirmation of the Plan, the Debtor
may sell, lease, license or otherwise dispose of its assets in a
manner not inconsistent with its obligations hereunder. 6.7
ASSUMPTION OF LIABILITIES The liability for and obligations under
the Plan shall be assumed by and become obligations of the
Reorganized Debtor. Page 7 6.8 CLAIMS ON FILE; NO ALLOWANCE OF
UNTIMELY CLAIMS The Debtor is relying on the formal proofs of
Claims on file and the Debtor's Schedules currently on file in
seeking confirmation of the Plan. No informal proof of Claim shall
be deemed to have been filed in this Chapter 11 Case; no informal
amendment, modification, or supplementation shall be deemed filed
in this Chapter 11 Case. No proof of Claim may be filed, amended,
modified, or supplemented after the Confirmation Date without the
consent of the Debtor. Any filing prohibited by this paragraph
shall be void. 6.9 INTEGRATION CLAUSE This Plan is a complete,
whole, and integrated statement of the binding agreement between
the Debtor, creditors, and the parties-in-interest upon the matters
herein. Parol evidence, including previously proposed but
unconfirmed plans or drafts thereof, shall not be admissible in an
action regarding this Plan or any of its provisions. ARTICLE 7
--------- PROVISIONS GOVERNING DISTRIBUTIONS
---------------------------------- 7.1 DATE OF DISTRIBUTIONS Any
distributions and deliveries to be made under the Plan shall be
made on the Distribution Dates, as otherwise provided for herein,
or as the Bankruptcy Court may order. 7.2 DISBURSING AGENT The
Disbursing Agent shall make all di
