PLEASE NOTE THAT THIS DISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED BY THE UNITED STATES BANKRUPTCY

COURT FOR THE DISTRICT OF DELAWARE UNDER SECTION 1125 OF THE BANKRUPTCY CODE FOR USE IN THE SOLICITATION OF ACCEPTANCES OF THE CHAPTER 11 PLAN DESCRIBED HEREIN. ACCORDINGLY, THE FILING AND DISTRIBUTION OF THIS DISCLOSURE STATEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS A SOLICITATION OF ACCEPTANCES OF SUCH PLAN. THE INFORMATION CONTAINED HEREIN SHOULD NOT BE RELIED UPON FOR ANY PURPOSE BEFORE A DETERMINATION BY THE BANKRUPTCY COURT THAT THIS DISCLOSURE STATEMENT CONTAINS ADEQUATE INFORMATION WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re GameTech International, Inc., et al.1 Debtors. (Jointly Administered) DISCLOSURE STATEMENT WITH RESPECT TO JOINT CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY THE DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS
GREENBERG TRAURIG, LLP David D. Cleary 2375 E. Camelback Rd., Suite 700 Phoenix, Arizona 85016 - and Nancy A. Mitchell Matthew L. Hinker MetLife Building 200 Park Avenue New York, New York 10166 - and Dennis A. Meloro The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS KLEHR, HARRISON, HARVEY, BRANZBURG, LLP Richard M. Beck 1835 Market Street Philadelphia, Pennsylvania 19103

Chapter 11 Case No. 12-11964 (PJW)

The Debtors in these chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are GameTech International, Inc. (2983), GameTech Arizona Corp. (9812), GameTech Canada Corp. (0001), and GameTech Mexico S. De R.L. de C.V. (5489).

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DISCLAIMER2
THE INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT IS INCLUDED FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE JOINT CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, AND MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN. ALL HOLDERS OF CLAIMS AND INTERESTS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETIES BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT WITH RESPECT TO THE PLAN ARE QUALIFIED IN THEIR ENTIRETIES BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THE PLAN AND ANY PLAN SUPPLEMENT(S). THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF. THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND RULE 3016(b) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAWS. THIS DISCLOSURE STATEMENT HAS NEITHER BEEN APPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE SEC), AND THE SEC HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OR CLAIMS OF THE DEBTORS SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSES FOR WHICH THEY WERE PREPARED. AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO CONSTITUTE ADVICE ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, THE DEBTORS.

Terms used in this Disclaimer that are not otherwise defined, shall have the meanings ascribed to such terms elsewhere in the Disclosure Statement.

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TABLE OF CONTENTS ARTICLE I .................................................................................................................................... 1

INTRODUCTION ................................................................................................................. 1 A. B. C. D. Disclosure Statement Enclosures ........................................................................ 2

Only Impaired Classes Vote .................................................................................... 2 Voting Procedures ...................................................................................................... 3 Confirmation Hearing ................................................................................................ 3

ARTICLE II .................................................................................................................................... 4 BACKGROUND ................................................................................................................... 4 A. B. C. General Background of the Debtors ........................................................................ 4 The Debtors Prepetition Debt Structure ................................................................... 4 Summary of Events Leading to Chapter 11 Filings................................................... 6

ARTICLE III .................................................................................................................................... 6 THE CHAPTER 11 CASES .................................................................................................. 6 A. B. C. Commencement of These Chapter 11 Cases ............................................................. 6 First Day Motions and Related Applications ......................................................... 7 Retention of Professionals and Appointment of the Committee ............................... 7 1. 2. 3. D. E. F. Debtors Professionals ................................................................................... 7 Appointment of Creditors Committee .......................................................... 7 Interim Payments .......................................................................................... 7

The Interim Cash Collateral Orders........................................................................... 8 Debtor-in-Possession Financing ................................................................................ 8 Sale Transaction ........................................................................................................ 9 (i)

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G.

Claims Bar Dates .................................................................................................... 10 1. 2. General Pre-Petition Claims Bar Date ......................................................... 10 Administrative Claims Bar Dates ................................................................ 11

H. I. J.

Rejection of Unexpired Nonresidential Real Property Lease .................................. 11 Rejection of Executory Contracts and Leases ......................................................... 11 Avoidance Actions and Other Causes of Action ..................................................... 12

ARTICLE IV .................................................................................................................................. 12 SUMMARY OF THE PLAN .............................................................................................. 12 A. B. General..................................................................................................................... 12 Classification and Treatment of Claims and Interests ............................................. 13 1. Unclassified Claims ..................................................................................... 13 a. b. c. d. 2. C. Administrative Claims ..................................................................... 13 Professional Fee Applications.......................................................... 13 U.S. Trustee Fees ............................................................................. 14 Priority Tax Claims.......................................................................... 14

Classification and Treatment of Claims and Interest................................... 14

Provisions for Implementation of the Plan .............................................................. 16 1. 2. 3. 4. 5. 6. Funding of the Plan...................................................................................... 16 Substantive Consolidation of the Debtors.................................................... 16 Appointment of the Liquidating Trustee...................................................... 17 Establishment of a Liquidating Trustee ....................................................... 18 Liquidating Trust Assets .............................................................................. 18 Treatment of Liquidation Trust for Federal Income Tax Purposes; No Successor-in-Interest.............................................................................. 18 (ii)

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7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. D.

Responsibilities of Liquidating Trustee; Litigation ..................................... 19 Expenses of Liquidating Trustee ................................................................. 19 Bonding of Liquidating Trustee................................................................... 19 Fiduciary Duties of the Liquidating Trustee................................................ 20 Dissolution of the Liquidating Trust............................................................ 20 Liability, Indemnification of the Liquidating Trust Protected Parties ......... 20 Full and Final Satisfaction against Liquidating Trust.................................. 20 Cancellation of Instruments and Stock ........................................................ 21 Operating Reports ........................................................................................ 21 Post-Confirmation Professional Fees and Expenses.................................... 21 Disposition of Books and Records............................................................... 21 Corporate Action.......................................................................................... 22 Dissolution of Debtors ................................................................................. 22

Provisions Governing Reserves and Distributions .................................................. 22 1. 2. 3. 4. 5. 6. 7. Establishment of Reserves ........................................................................... 22 Funding of Reserves .................................................................................... 22 Disbursing Agent ......................................................................................... 23 Distributions by Liquidating Trustee ........................................................... 23 Timing of Distributions................................................................................ 23 Distributions upon Allowance of Disputed Claims ..................................... 24 Undeliverable and Unclaimed Distributions................................................ 24 a. b. Holding Undeliverable and Unclaimed Distributions...................... 24 After Distributions Become Deliverable ......................................... 25 (iii)

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c. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. E.

Failure to Claim Unclaimed/Undeliverable Distributions ........... 25

Interest on Claims ........................................................................................ 25 No Distribution in Excess of Allowed Amount of Claim............................ 25 Means of Cash Payment............................................................................... 25 Delivery of Distribution............................................................................... 25 Record Date for Distributions...................................................................... 26 No Distributions Pending Allowance .......................................................... 26 Withholding and Reporting Requirements .................................................. 26 Setoffs .......................................................................................................... 26 De Minimis Distributions ............................................................................ 26 Extensions of Time ...................................................................................... 27

Provisions for Claims Estimation and Objections to Claims................................... 27 1. 2. Claims Objections Deadline; Prosecution of Claims Objections ................ 27 Estimation of Claims.................................................................................... 27

F.

Executory Contracts and Unexpired Leases ............................................................ 27 1. 2. Executory Contracts and Unexpired Leases Deemed Rejected ................... 27 Bar Date For Rejection Damages ................................................................ 28

G. H.

Conditions Precedent to the Effective Date of the Plan........................................... 28 Exculpation, Injunctive and Related Provisions ...................................................... 29 1. 2. 3. 4. Exculpation and Limitation of Liability ...................................................... 29 Releases by the Debtors ............................................................................... 29 Releases by Holders of Claims .................................................................... 29 Injunction Related to Exculpation and Releases.......................................... 30 (iv)

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5. 6. I. J.

Injunction ..................................................................................................... 31 Term of Bankruptcy Injunction or Stays ..................................................... 32

Vesting Provision..................................................................................................... 32 Retention and Preservation of Causes of Action ..................................................... 32 1. 2. Causes of Action .......................................................................................... 32 Preservation of All Causes of Action Not Expressly Settled or Released ... 33

K. L.

Retention of Jurisdiction .......................................................................................... 34 Miscellaneous Provisions......................................................................................... 36 1. 2. 3. 4. 5. 6. 7. Plan Supplement .......................................................................................... 36 Binding Effect.............................................................................................. 36 Subordination Rights ................................................................................... 36 Severability of Plan Provisions.................................................................... 36 Dissolution of the Committee ...................................................................... 37 Successors and Assigns................................................................................ 37 Governing Law ............................................................................................ 37

ARTICLE V .................................................................................................................................. 37 VOTING REQUIREMENTS, ACCEPTANCE AND CONFIRMATION OF PLAN ....... 37 A. B. C. D. General..................................................................................................................... 37 Parties in Interest Entitled to Vote ........................................................................... 38 Classes Impaired and Entitled to Vote Under the Plan............................................ 38 Voting Procedures and Requirements...................................................................... 38 1. 2. Ballots .......................................................................................................... 38 Returning Ballots ......................................................................................... 39 (v)
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3. E. F. G. H. I. J. K.

Voting .......................................................................................................... 39

Confirmation ............................................................................................................ 39 Acceptance of Plan .................................................................................................. 40 Confirmation Without Acceptance of All Impaired Classes ................................... 40 Best Interests Test .................................................................................................... 41 Liquidation Analysis................................................................................................ 41 Feasibility................................................................................................................. 41 Compliance With the Applicable Provisions of the Bankruptcy Code.................... 42

ARTICLE VI ................................................................................................................................. 42 ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN ... 42 ARTICLE VII ................................................................................................................................. 42 RISK FACTORS ................................................................................................................. 42 A. B. Allowed Claims May Exceed Estimates.................................................................. 42 Plan May Not Be Accepted or Confirmed ............................................................... 42

ARTICLE VIII................................................................................................................................. 42 CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN .................... 42 A. B. Federal Income Tax Consequences to Holders of Claims and Interests.................. 43 Federal Income Tax Consequences to the Debtors.................................................. 44 1. C. ARTICLE IX Cancellation of Indebtedness ....................................................................... 44

Importance of Obtaining Professional Tax Assistance............................................ 45 ...................................................................................................................... 45

RECOMMENDATION AND CONCLUSION................................................................... 45

(vi)
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ARTICLE I INTRODUCTION GameTech International, Inc., GameTech Arizona Corp., GameTech Canada Corp., and GameTech Mexico S. De R.L. de C.V. (collectively, the Debtors) and the Official Committee of Unsecured Creditors (the Committee and together with the Debtors, the Plan Proponents) have filed the Joint Chapter 11 Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors (as such plan may be further amended from time to time in accordance with its terms, the Plan), with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). A copy of the Plan is annexed hereto as Exhibit I. The Plan Proponents hereby submit this disclosure statement (the Disclosure Statement) pursuant to the Bankruptcy Code in connection with the solicitation of acceptances or rejections of the Plan from certain Holders of Claims against the Debtors. Following a hearing held on November [7], 2012, this Disclosure Statement was approved by the Bankruptcy Court as containing adequate information in accordance with Section 1125 of the Bankruptcy Code. Pursuant to Section 1125(a)(1) of the Bankruptcy Code, adequate information is defined as information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and the history of the debtor and the condition of the debtor's books and records, that would enable a hypothetical reasonable investor typical of holders of claims or interests in the relevant class to make an informed judgment about the plan. NO STATEMENTS OR INFORMATION CONCERNING THE PLAN AND THE TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN AUTHORIZED, OTHER THAN THE STATEMENTS AND INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AND THE INFORMATION ACCOMPANYING THIS DISCLOSURE STATEMENT. ALL OTHER STATEMENTS REGARDING THE PLAN AND THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER WRITTEN OR ORAL, ARE UNAUTHORIZED. APPROVAL OF THIS DISCLOSURE STATEMENT BY THE BANKRUPTCY COURT DOES NOT INDICATE THAT THE BANKRUPTCY COURT RECOMMENDS EITHER ACCEPTANCE OR REJECTION OF THE PLAN NOR DOES SUCH APPROVAL CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT OF THE FAIRNESS OR MERITS OF THE PLAN. This Disclosure Statement contains important information that may bear upon your decision to accept or reject the Plan. Each Holder of a Claim or Interest should read this Disclosure Statement and the Plan in their entirety, including the conditions precedent to the Effective Date of the Plan contained in Article XI of the Plan. After carefully reviewing these documents, if you are a Holder of a Claim entitled to vote, please indicate your vote with respect to the Plan on the enclosed Ballot (defined below) and return it in the envelope provided.

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CAPITALIZED TERMS NOT DEFINED HEREIN ARE AS DEFINED IN ARTICLE I OF THE PLAN. The information set forth herein is based on the Debtors books and records, historical materials and public and non-public materials. Accounting and any valuation methods are as maintained by the Debtors. A. Disclosure Statement Enclosures Accompanying this Disclosure Statement are: a copy of the Plan (Exhibit I); a Liquidation Analysis (Exhibit II); a ballot for acceptance or rejection of the Plan for Holders of Impaired Claims entitled to vote to accept or reject the Plan (the Ballot); and a notice setting forth: (i) the deadline for casting Ballots either accepting or rejecting the Plan; (ii) the deadline for filing objections to confirmation of the Plan; and (iii) the date, time and location of the Confirmation Hearing (the Notice).

B.

Only Impaired Classes Vote

Pursuant to the provisions of the Bankruptcy Code, only classes of claims or interests that are impaired under a plan may vote to accept or reject such plan. Generally, a claim or interest is impaired under a plan if the holders legal, equitable or contractual rights are changed under such plan. In addition, if the holders of claims or interests in an impaired class do not receive or retain any property under a plan on account of such claims or interests, such impaired class is deemed to have rejected such Plan under Section 1126(g) of the Bankruptcy Code and therefore, such holders do not need to vote on such Plan. Under the Plan, Holders of Claims in Classes 1 and 2 are Unimpaired and therefore deemed to accept the Plan. Holders of Claims in Class 3 are Impaired and are entitled to vote on the Plan. Holders of Interests in Class 4 are deemed to reject the Plan and are not entitled to vote on the Plan. ACCORDINGLY, A BALLOT FOR ACCEPTANCE OR REJECTION OF THE PLAN IS BEING PROVIDED ONLY TO HOLDERS OF CLAIMS IN CLASS 3. For a summary of the treatment of each Class of Claims and Interests, see Article IV, Summary of the Plan below.

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C.

Voting Procedures

If you are entitled to vote to accept or reject the Plan, a Ballot is enclosed for the purpose of voting on the Plan. Please vote and return your Ballot(s) in the pre-addressed return envelope provided to you or to the address set forth below: By regular US mail: BMC Group, Inc. Attn: GameTech International Inc. Ballot Processing PO Box 3020 Chanhassen, MN 55317-3020 By Messenger or overnight courier: BMC Group, Inc. Attn: GameTech International Inc. Ballot Processing 18675 Lake Drive East Chanhassen, MN 55317 TO BE COUNTED, YOUR BALLOT WITH ORIGINAL SIGNATURE INDICATING ACCEPTANCE OR REJECTION OF THE PLAN MUST BE RECEIVED NO LATER THAN 5:00 P.M. (PREVAILING EASTERN TIME) ON __________ (THE VOTING DEADLINE). If you are a Holder of a Claim entitled to vote on the Plan and you did not receive a Ballot, you received a damaged Ballot or you lost your Ballot, or if you have any questions concerning the Disclosure Statement, the Plan or the procedures for voting on the Plan, please contact BMC Group, Inc. at 888-909-0100. Please do not return your notes or securities with your Ballot. D. Confirmation Hearing

The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan for December [__], 2012 at [______] (prevailing Eastern time) in the United States Bankruptcy Court, 6th Floor, 824 Market Street, Wilmington, Delaware 19801 (the Confirmation Hearing). The Bankruptcy Court has directed that objections, if any, to confirmation of the Plan be served and filed on or before December [__] at [______] (prevailing Eastern Time) in the manner described in the Notice accompanying this Disclosure Statement. The date of the Confirmation Hearing may be adjourned from time to time without further notice except for an in-court announcement at the Confirmation Hearing of the date and time as to which the Confirmation Hearing has been adjourned or an appropriate filing on the Bankruptcy Courts docket. THE PLAN PROPONENTS URGE ALL HOLDERS OF CLAIMS IN CLASS 3 TO VOTE IN FAVOR OF THE PLAN. VOTING INSTRUCTIONS ARE DESCRIBED IN ARTICLE V HEREOF.

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The classification and treatment of Claims and Interests under the Plan are described in detail below. Because the Plan provides the greatest likelihood of recovery to all Holders of Allowed Claims in the Chapter 11 Cases, the Plan Proponents strongly encourage all Holders of Claims entitled to vote on the Plan to vote to accept the Plan. ARTICLE I BACKGROUND A. General Background of the Debtors

GameTech International, Inc. (GII) was incorporated in 1994 and was a global gaming technology company dedicated to the development and manufacturing of cutting-edge gaming entertainment products and systems. GII and its affiliated Debtors were principally involved in two business segments: (1) the bingo market and (2) the video lottery terminal market. GameTechs bingo business leased electronic bingo equipment and licensed related software and games throughout the United States and Canada to charitable organizations, Native American tribes, the military, casinos and other licensed operators. GameTechs products allowed operators to provide a variety of playing options. GameTechs video lottery terminal or VLT business included traditional slot machines, video poker, keno and spinning wheel games, as well as the related software and game content. GameTechs total revenue for calendar year 2011 exceeded $30 million. A detailed factual background of the Debtors business and operations, as well as the events precipitating the commencement of these cases, is fully set forth in the Declaration of Andrew E. Robinson in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief (the First Day Declaration), filed on the Petition Date and incorporated herein by reference. B. The Debtors Prepetition Debt Structure

Pursuant to that certain Amended and Restated Loan Agreement, dated as of June 15, 2011 by and among GII, each lender party thereto from time to time (each, an Original Prepetition Lender and collectively, the Original Prepetition Lenders), and U.S. Bank National Association, as administrative agent and collateral agent for the Lenders (in such capacity, the Original Prepetition Agent), and as lead arranger and book manager (as amended, supplemented, or otherwise modified from time to time prior to the Petition Date, the Prepetition Loan Agreement) and the Loan Documents (as defined in the Prepetition Loan Agreement, collectively, the Prepetition Loan Documents), the Original Prepetition Agent and the Original Prepetition Lenders made certain loans, advances, and other financial accommodations to the Debtors to fund, among other things, the operations of the Debtors. The other Debtors (the Guarantors) were parties to a Guaranty Agreement, dated as of August 22, 2008, pursuant to which the Guarantors guaranteed the obligations under the Prepetition Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the Prepetition Guaranty).

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Pursuant to the Collateral Loan Documents, as defined in the Prepetition Loan Agreement (the Collateral Loan Documents), prior to the Petition Date the Original Prepetition Agent was granted, for the benefit of the Original Prepetition Lenders and their successors, continuing liens on and security interests in substantially all of the assets of the Debtors (the Prepetition Collateral). GII and U.S. Bank were parties to that certain ISDA Master Agreement dated August 7, 2008 (the Master Agreement), Schedule to the Master Agreement dated August 15, 2008 and Confirmation No. 23048A dated August 25, 2008 with a trade date of August 22, 2008 (collectively, the Swap Transaction). Bank of the West participated in such Swap Transaction pursuant to the Risk Management Agreement dated August 28, 2008 between U.S. Bank and Bank of the West. The Swap Transaction was terminated prior to the Petition Date, resulting in payment obligations owed by GII to U.S. Bank and Bank of the West under the Master Agreement in the aggregate principal amount of $440,000. All payment obligations of the Company arising under or in connection with the Swap Transaction are collectively referred to herein as the Swap Obligations. On June 27, 2012, all rights and obligations of the Original Prepetition Lenders and the Original Prepetition Agent under the Prepetition Loan Documents, and all rights of U.S. Bank and Bank of the West in the Swap Obligations, were assigned the Yuri Itkis Gaming Trust of 1993 (the Itkis Trust). The Itkis Trust was the Agent under the Prepetition Loan Agreement, and together with its successors and assigns is referred to herein in such capacity as the Prepetition Agent. The Itkis Trust was also the sole Lender under and as defined the Prepetition Loan Agreement, and together with its successors and assigns is referred to herein in such capacity, and in its capacity as holder of the right to receive payment of the Swap Obligations, as the Prepetition Lender. The Itkis Trust is the owner of one of the Debtors competitors, FortuNet, Inc. As of the Petition Date, (i) GII was indebted and liable to the Prepetition Agent and the Prepetition Lender, without defense, counterclaim, or offset of any kind, in respect of loans made under the Prepetition Loan Agreement, in the aggregate principal amount of $15,644,012.26 (plus accrued and unpaid interest thereon in the amount of $424,980.99 through July 2, 2012, and interest accruing thereafter, calculated at the default rate, in the amount of not less than $6,405.25 per day, (ii) GII was indebted and liable to the Prepetition Agent and the Prepetition Lender, without defense, counterclaim, or offset of any kind, in respect of Swap Obligations, in the aggregate principal amount of $440,000 (plus accrued and unpaid interest thereon in the amount of $6,743.68 through July 2, 2012, and interest accruing thereafter, calculated at the default rate, in the amount of not less than $180.15 per day), (iii) GII was indebted and liable to the Prepetition Agent and the Prepetition Lender for unpaid fees, expenses (including any attorneys, accountants, appraisers, and financial advisors fees that are chargeable or reimbursable under the Prepetition Loan Documents), charges and other obligations incurred in connection with such loans as provided in the Prepetition Loan Documents (items (i), (ii) and (iii), collectively, and all other Obligations (as such term is defined in the Prepetition Loan Agreement) are hereinafter referred to as the Prepetition Obligations), and (iii) each of the Guarantors, as parties to a guarantee executed and delivered in respect of the Prepetition Obligations, was liable to the Prepetition Agent and the Prepetition Lender under such guarantee

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in the aggregate amount of not less than the aggregate amount of the Prepetition Obligations. Pursuant to the Collateral Documents (as defined in the Prepetition Loan Agreement), the Debtors granted first priority Liens and continuing pledges and security interests in the Prepetition Collateral to and/or for the benefit of the Prepetition Agent and the Prepetition Lender and its successors to secure the Prepetition Obligations and any guarantees thereof (collectively, the Prepetition Liens). C. Summary of Events Leading to Chapter 11 Filings

The Debtors faced a competitive and difficult business environment since 2008. The Debtors experienced revenue declines in recent years due primarily to the severe financial and operational strain brought on by the VLT acquisition and the prolonged economic downturn. These problems were exacerbated by a lack of liquidity due to the incurrence of significant debt in connection with the VLT acquisition and the acquisition of a new corporate headquarters facility. These capital pressures prevented the Debtors from making the necessary investment in technology that the business needs to compete effectively in the very competitive bingo market. To address those issues, the Debtors management took a number of steps including divesting the headquarters building, taking steps to correct operational issues with the VLT business, cutting costs and revamping its technology. On March 1, 2012, the Debtors also retained Kinetic to assist in the evaluation of strategic alternatives and to render financial advisory services to the Debtors including restructuring and capital raising services, as well as a possible sale of the Debtors business. Prior to the Petition Date, Kinetic began a marketing process which focused on finding a purchaser for the Debtors pre-petition secured debt. The goal of that process was to find a purchaser for the pre-petition secured debt that would ultimately acquire the Debtors assets or make an equity investment in the Debtors. As part of that process, Kinetic contacted all of the parties that they believed would be interested in investing in the Debtors. Prior to the Petition Date, the Debtors were also in default under their existing secured loan detailed in Article II.B above. In order to allow time for the operational improvements to take hold and to move the Debtors in a positive direction, the Debtors required an extension or forbearance under the Prepetition Loan Documents as well as some additional investment. The Debtors were able to negotiate a short forbearance in order to discuss a restructuring transaction. That forbearance expired on June 30, 2012. Shortly prior thereto, on June 27, 2012, the Debtors secured loan was purchased by the Itkis Trust. The Debtors requested a forbearance agreement to work through the issues with the Itkis Trust, but no forbearance was granted. Without a source of funding to continue their operations, the Debtors filed their chapter 11 petitions shortly thereafter on July 2, 2012.

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ARTICLE II THE CHAPTER 11 CASES A. Commencement of These Chapter 11 Cases

On July 2, 2012 (the Petition Date), the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code and thereafter continued in the management and possession of their businesses and properties as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. By order dated July 3, 2012, the Debtors cases were jointly administered for procedural purposes only. No trustee or examiner has been appointed. B. First Day Motions and Related Applications

On the Petition Date, the Debtors filed a number of First Day motions designed to ease the Debtors transition into Chapter 11, maximize the value of the Debtors assets and minimize the effects of the commencement of these Chapter 11 Cases. By orders dated July 3, 2012, the Debtors obtained authority to, inter alia: (i) maintain their existing bank accounts and consolidated cash management system; (ii) make payments on account of certain pre-petition obligations, including employee wages and benefits and sales and use taxes; (iii) provide adequate assurance to their utility providers to ensure continued utility service (final order entered August 7, 2012); and (iv) maintain all insurance policies and insurance premium financing. C. Retention of Professionals and Appointment of the Committee 1. Debtors Professionals

By order dated August 7, 2012, the Debtors retained Greenberg Traurig, LLP to serve as their bankruptcy counsel in these Chapter 11 cases. By order dated August 7, 2012, the Debtors were also authorized to employ and retain Kinetic Advisors LLC as their financial advisor. The Debtors retained BMC Group, Inc., as balloting, noticing and claims agent by orders dated July 19, 2012 and August 7, 2012. The Debtors were also authorized to retain certain ordinary course professionals utilized by the Debtors prior to the Petition Date pursuant to the authority granted by the Bankruptcy Court by order dated August 7, 2012. 2. Appointment of Creditors Committee

On August 9, 2012, the United States Trustee appointed the Official Committee of Unsecured Creditors. The members of the Committee are: (i) Gaming Laboratories International, LLC; (ii) Primsesoft Solutions Inc.; and (iii) OEM-Tech Company. By order dated September 14, 2012, the Committee retained Klehr Harrison Harvey Branzburg LLP, to serve as its bankruptcy counsel in these Chapter 11 Cases. By order dated September 27, 2012, the Committee was authorized to retain Gavin/Solmonese as its financial advisor. The Committee has been an active participant in these Chapter 11 Cases.

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3.

Interim Payments

By order dated August 7, 2012, the Bankruptcy Court authorized a procedure for submission and payment of partial fees, and expenses, of duly retained Professionals subject to further, periodic orders of the Bankruptcy Court. Pursuant thereto, various retained Professionals have been paid interim payments, subject to a hold-back and periodic Bankruptcy Court orders. Final approval of compensation and reimbursement of expenses to duly retained Professionals is expected to be sought after the Effective Date. D. The Interim Cash Collateral Orders

On the Petition Date, the Debtors filed the Motion of the Debtors and Debtors in Possession for Entry of Interim and Final Orders (I) Authorizing the Use of Cash Collateral, (II) Granting Adequate Protection Pursuant to 11 U.S.C. 361, 362, 363 and 507, and (III) Scheduling a Final Hearing Pursuant to Federal Bankruptcy Rule 4001(b) and Local Rule 4001-2 [Docket No. 11] (the Cash Collateral Motion). The Debtors sought authority to use cash collateral for general and administrative expenses related to the Debtors operation of their businesses in the ordinary course and the administration of their bankruptcy estates, in accordance with a proposed budget. On July 3, 2012, the Court entered the Interim Order (A) Authorizing Debtors to (I) Use Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Provide Adequate Protection Pursuant to 11 U.S.C. 361, 362, 363, and 507 and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001 [Docket No. 29] (the First Interim Cash Collateral Order). Pursuant to the First Interim Cash Collateral Order, the Debtors were authorized to use cash collateral in accordance with a budget through the earlier of July 19, 2012 or the date on which the Court held a final hearing on the Cash Collateral Motion. Subsequently, upon the agreement of the Debtors and the Itkis Trust, the Court entered the Second Interim Order (A) Authorizing Debtors to (I) Use Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Provide Adequate Protection Pursuant to 11 U.S.C. 361, 362, 363, and 507 and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001 [Docket No. 65] (the Second Interim Cash Collateral Order). Pursuant to the Second Interim Cash Collateral Order, the Debtors were authorized to use cash collateral in accordance with a budget, and subject to a carve-out, through the earlier of August 8, 2012 or the date on which the Court held a final hearing on the Cash Collateral Motion. On August 7, 2012, upon agreement of the Debtors and the Itkis Trust, the Court entered the Third Interim Order (A) Authorizing Debtors to (I) Use Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Provide Adequate Protection Pursuant to 11 U.S.C. 361, 362, 363, and 507 and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001 [Docket No. 126] (the Third Interim Cash Collateral Order). Pursuant to the Third Interim Cash Collateral Order, the Debtors are authorized to use cash collateral in accordance with a budget, and subject to a carve-out, as detailed therein, through the earlier of August 22, 2012 or the date on which the Court holds a final hearing on the Cash Collateral Motion.

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E.

Debtor-in-Possession Financing

On August 10, 2012, the Debtors filed the Motion For Entry of Orders (I) Authorizing Debtors to Obtain Postpetition Financing Pursuant to Sections 363 and 364 of the Bankruptcy Code, (II) Granting Liens and Superpriority Claims to the Postpetition Lender Pursuant to Section 364 of Bankruptcy Code, (III) Authorizing Use of Cash Collateral Pursuant to Section 363 of Bankruptcy Code, (IV) Providing Adequate Protection to Prepetition Lender Pursuant to Sections 361, 362, 363, and 364 of Bankruptcy Code, and (V) Scheduling Final Hearing (the DIP Financing Motion). Pursuant to the DIP Financing Motion, the Debtors requested that the Court, inter alia, (a) approve the Debtors entry into debtor-in-possession term DIP Facility (the DIP Facility) and authorize the Debtors to borrow up to $250,000 on an interim basis, and $2,500,000 on a final basis, pursuant to a debtor-in-possession loan agreement; (b) authorize (i) the Debtors use of cash collateral (the Cash Collateral); and (ii) the Debtors provision of adequate protection to the Prepetition Agent for the usage of Cash Collateral. On August 21, 2012, the Court entered the Interim Order (I) Authorizing Debtors to Obtain Postpetition Financing Pursuant to Sections 363 and 364 of the Bankruptcy Code, (II) Granting Liens and Superpriority Claims to the Postpetition Agent and Postpetition Lenders Pursuant to Section 364 of the Bankruptcy Code, (III) Authorizing Use of Cash Collateral Pursuant to Section 363 of the Bankruptcy Code, (IV) Providing Adequate Protection to the Prepetition Agent and the Prepetition Lenders Pursuant to Sections 361, 362 363, and 364, of the Bankruptcy Code, and (V) Scheduling Final Hearing (the Interim DIP Financing Order). Pursuant to the Interim DIP Financing Order, the Debtors were authorized on a interim basis to, inter alia, (i) enter into the DIP Facility, (ii) borrow funds, use cash collateral, incur debt and other obligations, grant postpetition liens, make deposits, and provide guaranties and indemnities, and (iii) perform their obligations in accordance with the terms of the Interim DIP Financing Order. The Interim DIP Financing Order also scheduled a hearing to consider entry of a Final Financing DIP Order (as defined below). On September 6, 2012, the Court entered the Final Order (I) Authorizing Debtors to Obtain Postpetition Financing Pursuant to Sections 363 and 364 of the Bankruptcy Code, (II) Granting Liens and Superpriority Claims to the Postpetition Agent and Postpetition Lenders Pursuant to Section 364 of the Bankruptcy Code, (III) Authorizing Use of Cash Collateral Pursuant to Section 363 of the Bankruptcy Code, and (IV) Providing Adequate Protection to the Prepetition Agent and the Prepetition Lenders Pursuant to Sections 361, 362 363, and 364, of the Bankruptcy Code (the Final DIP Financing Order). The Debtors did not drawn on the DIP Facility and the DIP Facility expired has expired as a result of the closing of the Sale (as defined below). F. Sale Transaction

Since shortly after the Petition Date, the Debtors negotiated with the Itkis Trust on the terms of (a) a stalking horse purchase agreement and a related bidding procedures and sale motion and (b) the necessary financing to support these cases and any proposed sale process. The Debtors ultimately reached agreement with the Itkis Trust on the terms of both a stalking horse purchase agreement with an affiliate of the Itkis Trust (the Purchaser) and related bidding procedures. The Itkis Trust also agreed to provide necessary financing to support the

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Debtors businesses and the chapter 11 cases in order to maximize the value in their estates. After extensive negotiations, the Debtors and the Purchaser agreed to pursue a sale of substantially all of the Debtors assets (the Assets). The consideration for the Purchasers stalking horse bid for the Assets included: (i) the credit bid pursuant to section 363(k) of the Bankruptcy Code of all indebtedness owing as of the Closing Date by GII to the Stalking Horse; (ii) the credit bid pursuant to section 363(k) of the Bankruptcy Code of all DIP Obligations owing as of the Closing Date; (iii) cash in the amount of $2,500,000 minus the amount of all DIP Obligations owing as of the Closing Date; (iv) the assumption of the Assumed Obligations; (v) the payment of all sales taxes on the sale of the Assets. The terms of the sale were set forth in the Purchase Agreement and the Bid Procedures, each as defined in and detailed more fully in the Motion for Entry of Orders: (A)(I) Approving Bid Procedures Relating to Sale of the Debtors Assets; (II) Approving Bid Protections; (III) Scheduling a Hearing to Consider the Sale; (IV) Approving the Form and Manner of Notice of Sale By Auction; (V) Establishing Procedures for Noticing and Determining Cure Amounts; and (VI) Granting Related Relief; and (B)(I) Approving Asset Purchase Agreement and Authorizing the Sale of Certain Assets of the Debtors Outside of the Ordinary Course of Business; (II) Authorizing the Sale of Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; (III) Authorizing the Assumption, Sale and Assignment of Certain Executory Contracts and Unexpired Leases; and (IV) Granting Related Relief [Docket No. 135] (the Bid Procedures Motion). In connection with the anticipated sale of the Assets, the Debtors also sought the approval of (a) certain bidding procedures and protections, and related dates and deadlines in respect of the sale, (b) the procedures and related dates and deadlines in respect of the assumption and assignment of some or all of the Debtors executory contracts and unexpired leases, and (c) a form of cure notice. The Bankruptcy Court approved and established bidding procedures pursuant to an order dated August 21, 2012. In order to assure that the highest and/or best transaction was achieved, Kinetic engaged in a process to market the Debtors business and assets to other potential purchasers prior to the Debtors proceeding with an auction and sale process before the Bankruptcy Court. The Debtors proposed the sale of the Assets after thorough consideration of all viable alternatives, and believed that the sale was supported by sound business reasons. Hence, the Debtors determined, with the approval of the Committee, that a sale of the Assets would provide the best and most efficient means for the Debtors to maximize the value of their Estates. On September 27, 2012, the Bankruptcy Court entered the Order Under 11 U.S.C. 105(a), 363 and 365 and Fed. R. Bankr. P. 2002, 6004 and 6006 Authorizing and Approving (A) the Sale of Assets Free and Clear of Liens and Other Interests, and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases to Successful Bidder(s) [Docket No. 248] (the Sale Order), authorizing the sale of substantially all of the Debtors assets to FortuNet, Inc., as the assignee of the Purchaser. The sale pursuant to the Sale Order (the Sale) closed on October 1, 2012. The proceeds from the Sale will be used to fund Distributions to Holders of Allowed Claims, as detailed in Article IV.B below.

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G.

Claims Bar Dates 1. General Pre-Petition Claims Bar Date

In accordance with Bankruptcy Rule 3003(c)(3), by order dated September 27, the Bankruptcy Court established October 30, 2012, at 5:00 p.m. (Eastern time) (the Bar Date) as the last date by which Creditors permitted to file proofs of Claims and 503(b)(9) Claims in these Chapter 11 Cases. By this same order, the Bankruptcy Court established December 31, 2012, at 5:00 pm. (Eastern time) (the Governmental Unit Bar Date) as the last date by which governmental units are permitted to file proofs of Claims in these Chapter 11 Cases. Pursuant to Bankruptcy Rule 3003(c)(2), any Creditor whose Claim was not scheduled by the Debtors or was scheduled as disputed, contingent, or unliquidated, and who failed to file a proof of Claim on or before the Bar Date may not be treated as a Creditor with respect to that Claim for purposes of voting on the Plan or receiving a distribution thereunder. The Holder of any Claim who failed to file a proof of Claim on or before the Bar Date or any other date fixed by order of the Bankruptcy Court, as applicable, is forever barred, estopped and enjoined from (i) asserting any and all Claims that such Holder possesses against the Debtors and (ii) voting upon, or receiving distributions under, the Plan. Any proof of claim filed after the Bar Date (or Governmental Unit Bar Date) will be disallowed under the Plan unless otherwise provided therein, or ordered by the Bankruptcy Court. 2. Administrative Claims Bar Dates

Pursuant to an order dated [_________], the Bankruptcy Court established [________], 2012, at 5:00 p.m. (Eastern time) as the deadline by which all persons and entities holding or wishing to assert a claim (as defined in Section 101(5) of the Bankruptcy Code) against the Debtors Estates, subject to certain identified exceptions, that: (a) may have arisen, accrued or otherwise become due and payable during the period from the Petition Date through []________; (b) is allowable as an administrative expense claim under Section 503(b) of the Bankruptcy Code; and (c) is entitled to first priority under Section 507(a)(2) of the Bankruptcy Code, had to file a request for the allowance of such Administrative Claim or be forever barred from filing or asserting such Administrative Claim against the Debtors (or any successor thereto) or their respective properties. Any request for allowance of any other Administrative Claim, including, without limitation, Professional Fee Claims, and Administrative Claims accruing between [________] and the Effective Date, must be filed no later than thirty days after the Effective Date. Any Holder of such an Administrative Claim who fails to file a timely request for the allowance of an Administrative Claim: (i) shall be forever barred, estopped and enjoined from asserting such Administrative Claim against the Debtors or any trust created under the Plan (or filing a request for the allowance thereof), and the Debtors, their property and any trust created under the Plan shall be forever discharged from any and all indebtedness or liability with respect to such Administrative Claim; and (ii) such Holder shall not be permitted to participate in any distribution under the Plan on account of such Administrative Claim.

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H.

Rejection of Unexpired Nonresidental Real Property Lease

Prior to the Petition Date, on or about June 16, 2010, Debtor GII entered into a nonresidential lease with CIP Airport Industrial/Flex Portfolio LLC to lease property located at 500 Pilot Road, Las Vegas, Nevada 89119 (the Las Vegas Facility). As of the Petition Date, the Debtors no longer utilized the Las Vegas Facility and filed their Motion for Entry of an Order Under Section 365(a) of the Bankruptcy Code Authorizing the Debtors to Reject a Nonresidential Real Property Lease. By order dated July 18, 2012, the Bankruptcy Court authorized the Debtors to reject the lease for the Las Vegas Facility nunc pro tunc as of July 3, 2012. I. Rejection of Executory Contracts and Leases

On October [__], 2012, the Debtors filed the Omnibus Motion of the Debtors for an Order Authorizing Them to Reject Certain Executory Contracts and Unexpired Leases, Nunc Pro Tunc as of the Rejection Date [Docket No. ____]. Pursuant to this motion, the Debtors sought authority to reject substantially all Executory Contracts and Unexpired Leases that were assumed and assigned in connection with the Sale. J. Avoidance Actions and Other Causes of Action

Under Sections 547 and 550 of the Bankruptcy Code, the Debtors Estates may seek, and reserve all rights on behalf of the Liquidating Trust, to avoid and recover all transfers made by a Debtor to or for the benefit of a Creditor, in the ninety days prior to the Petition Date, for or on account of an antecedent debt if such transfer was made when the Debtor was insolvent. Transfers made to a creditor that was an insider of a Debtor are subject to these provisions if the payment was made within one year of the Petition Date. A preliminary list of the transfers made by the Debtors within the 90-days (and one-year for insiders) prior to the Petition Date is included in each of the Debtors Statement of Financial Affairs filed in the Chapter 11 Cases. All Causes of Action arising under Sections 547 and 550 of the Bankruptcy Code, regardless of whether the transfer is included in a Debtors Statement of Financial Affairs, are preserved under the Plan and shall vest in, and be transferred to, the Liquidating Trust on the Effective Date, to be pursued by the Liquidating Trustee, in his or her sole discretion, for the benefit of the Liquidating Trust. To date, the Debtors have not completed an analysis of the merits of any actions to avoid and recover any such transfers. Under Section 548 of the Bankruptcy Code, the Estates may seek, and reserve all rights on behalf of the Liquidating Trust, to avoid and recover all transfers (x) made with either the actual intent to hinder, delay or defraud any entity to which a Debtor was or became, on or after the date that such transfer was made, indebted, or (y) to the extent that the Debtor received less than a reasonably equivalent value in exchange for such transfer and the Debtor either (i) was insolvent or became insolvent, (ii) was engaged or was about to be engaged in business with an unreasonably small capital, (iii) intended to incur, or believed it would incur, debts that would be beyond the Debtors ability to pay as they matured, or (iv) made such transfer to or for the benefit of an insider, or incurred an obligation to or for the benefit of an insider, under an employment contract and not in the ordinary course of business. In addition, Section 544 of the Bankruptcy Code enables the Estates to avail themselves of state laws addressing fraudulent

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conveyances and other types of transfers, including, without limitation, the Uniform Fraudulent Transfer Act and the Uniform Fraudulent Conveyance Act. All Causes of Action arising under Sections 544 and 548 of the Bankruptcy Code are preserved under the Plan and shall vest in, and be transferred to, the Liquidating Trust on the Effective Date, to be pursued by the Liquidating Trustee, in his sole discretion, for the benefit of the Liquidating Trust. ARTICLE III SUMMARY OF THE PLAN A. General

The Plan is a plan of liquidation that contemplates the complete liquidation of the assets of the Debtors, the creation of the Liquidating Trust and distribution of all proceeds resulting therefrom. The Plan is premised on the substantive consolidation of all of the Debtors with respect to the treatment of all Claims and Interests, except for the Other Secured Claims in Class 1. This means that the Debtors propose to satisfy Allowed Claims from a common pool comprised of the Debtors remaining assets. In general, all remaining assets of the Estates will vest in the Liquidating Trust for disposition by the Liquidating Trustee for the benefit of the beneficiaries thereof. B. Classification and Treatment of Claims and Interests

The Debtors estimate that at the conclusion of the Claims objection, reconciliation and resolution process, the aggregate amount of Allowed Claims will be as follows: (i) Allowed Administrative Expense Claims (exclusive of Professional Fee Claims): $[________]; (ii) Other Secured Claims: $[__________]; (iii) Allowed Priority Non-Tax Claims: $[________]; (iv) Allowed Priority Tax Claims: $[________]; and (v) Allowed General Unsecured Claims: $[_________]. The estimates set forth herein are approximate and based upon numerous assumptions and there is no guarantee that the ultimate amount of Allowed Claims will conform to these estimates. Claims may be filed or identified during the Claims objections, reconciliation and resolution process that may materially affect the foregoing estimates. Although the Debtors believe that certain claims are without merit, and objections will likely be filed to such claims, there can be no assurance that these objections will be successful. 1. Unclassified Claims a. Administrative Claims

Within the time period provided in Article VIII of the Plan, each Holder of an Allowed Administrative Expense Claim shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Administrative Expense Claim: (a) Cash equal to the amount of such Allowed Administrative Expense Claim; or (b) such other treatment as to which the Debtors, in consultation with the Committee, or the Liquidating Trustee, as applicable, and the Holder of such Allowed Administrative Expense Claim shall have agreed upon in writing. Holders of Administrative Expense Claims, other than 503(b)(9) Claims and Professional

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Fee Claims, shall file with the Claims Agent and serve on the Liquidating Trustee requests for payment, in writing, together with supporting documents, substantially complying with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, so as to actually be received on or before the applicable Administrative Expense Bar Date. Any such Claim not filed by the applicable Administrative Expense Bar Date shall be deemed waived and the Holder of such Claim shall be forever barred from receiving payment on account thereof. The notice of Confirmation to be delivered pursuant to Bankruptcy Rules 2002(c)(3) and 2002(f) shall set forth the Administrative Expense Bar Date and shall constitute notice of such Bar Date. The Debtors or the Liquidating Trustee, as applicable, shall have thirty (30) days (or such longer period as may be allowed by order of the Bankruptcy Court) following the Administrative Expense Bar Date to review and object to such Administrative Expense Claims. b. Professional Fee Applications

Professional Fee Claims are Administrative Expense Claims and all applications for allowance and payment of Professional Fee Claims shall be Filed with the Bankruptcy Court on or before the Professional Fee Bar Date. If an application for a Professional Fee Claim is not Filed by the Professional Fee Bar Date, such Professional Fee Claim shall be deemed waived and the Holder of such Claim shall be forever barred from receiving payment on account thereof. The notice of Confirmation to be delivered pursuant to Bankruptcy Rules 2002(c)(3) and 2002(f) shall set forth the Professional Fee Bar Date and shall constitute notice of such Bar Date. c. U.S. Trustee Fees

All fees payable on or before the Effective Date pursuant to section 1930 of Title 28 of the United States Code shall be paid by the Debtors on or before the Effective Date. From and after the Effective Date, the Liquidating Trust shall be liable and shall pay the fees assessed against the Debtors Estates until such time as a particular Debtors Chapter 11 Case is closed, dismissed or converted. d. Priority Tax Claims

Within the time period provided in Article VII of the Plan, each Holder of an Allowed Priority Tax Claim shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Priority Tax Claim: (a) Cash equal to the amount of such Allowed Priority Tax Claim; or (b) such other treatment as to which the Debtors, in consultation with the Committee, or the Liquidating Trustee, as appropriate, and the Holder of such Allowed Priority Tax Claim shall have agreed upon in writing. 2. Classification and Treatment of Claims and Interests

The categories of Claims and Interests listed below classify Claims against and Interests in the Debtors for all purposes, including voting, confirmation and distribution, and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular class only to the extent that such Claim or Interest is Allowed
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in that Class and has not been paid or otherwise satisfied prior to the Effective Date. The Plan classifies and treats other Claims and Interests as follows: a. Class 1 Other Secured Claims Class 1 comprises the Other Secured Claims

(i) Classification: against the Debtors.

(ii) Treatment: The Plan will not alter any of the legal, equitable and contractual rights of the Holders of Other Secured Claims. Unless otherwise agreed to by the Holder of an Allowed Other Secured Claim and the Plan Proponents, each Holder of an Allowed Other Secured Claim shall receive, in full and final satisfaction of such Allowed Other Secured Claim, one of the following treatments, as soon as practicable after the Effective Date in the discretion of the Liquidating Trustee: (i) the collateral subject to the Allowed Other Secured Claim shall be abandoned to the Creditor as of the Effective Date in full satisfaction of the Allowed Other Secured Claim; (ii) the payment in cash equal to the amount of such Allowed Other Secured Claim; or (iii) treatment in any other manner so as to render the Allowed Other Secured Claim otherwise Unimpaired. (iii) Estimated Amount: The Debtors estimate that there will be $[______] in Allowed Other Secured Claims. b. Class 2 Priority Non-Tax Claims

(i) Classification: Class 2 comprises the Priority Non-Tax Claims against the Debtors. (ii) Treatment: Within the time period provided in Article VII of the Plan, each Holder of an Allowed Priority Non-Tax Claim shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Class 2 Claim: (A) Cash equal to the amount of such Allowed Priority Non-Tax Claim; or (B) such other treatment which the Debtors, in consultation with counsel to the Committee, or the Liquidating Trustee, as applicable, and the Holder of such Allowed Priority Non-Tax Claim have agreed upon in writing. (iii) Estimated Amount: The Debtors estimate that there will be $[_____] in Allowed Priority Non-Tax Claims. c. Class 3 General Unsecured Claims

(i) Classification: Class 3 comprises the General Unsecured Claims against the Debtors. (ii) Treatment: Within the time period provided in Article VIII of the Plan, each Holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed

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Class 3 Claim its Pro Rata share of Liquidating Trust Assets remaining after payment in full in Cash of all Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims and any expenses of the Liquidating Trust. (iii) Estimated Amount: The Debtors estimate that there will be approximately $[______] in Allowed General Unsecured Claims. d. Class 4 Interests (i) Classification: Class 4 comprises the Interests in the Debtors.

(ii) Treatment: On the Effective Date, each Holder of an Allowed Interest in the Debtors shall not receive or retain any Distribution or other property on account of such Interests under the Plan; provided, however, that if prior to the closing of these Chapter 11 Cases the Liquidating Trustee determines that Residual Equity Assets are available for distribution to Holders of Allowed Interests, then, upon reasonable notice to Holders of Allowed Interest as of the Effective Date, and to the United States Trustee, the Liquidating Trustee will file a motion with the Bankruptcy Court requesting approval of procedures for making distributions to Holders of Interests as of the Effective Date. The Debtors do not currently believe that any assets will be available for distribution to Holders of Allowed Interests. Any Distributions that may be made on account of Allowed Interests shall be made on a Pro Rata basis based upon the number of shares of stock in the Debtors comprising Allowed Interests. C. Provisions for Implementation of the Plan

1. Funding of the Plan. The Plan will be funded by the Cash held by the Debtors as of the Effective Date, and thereafter by the proceeds of the Liquidating Trust Assets. 2. Substantive Consolidation of the Debtors. The Plan provides for the substantive consolidation of the Debtors with respect to the voting and treatment of all Claims and Interests except Claims classified in Class 1 - Other Secured Claims. Section 105(a) of the Bankruptcy Code empowers a bankruptcy court to authorize substantive consolidation. The United States Court of Appeals for the Third Circuit has adopted a standard for granting a request for substantive consolidation similar to the standards adopted by other Circuits authorizing substantive consolidation. See In re Owens Corning, 419 F.3d 195,211 (3d Cir. 2005); Reider v. F.D.I.C. (In re Reider), 31 F.3d 1102, 1107-1108 (11th Cir. 1994); Woburn Assoc. v. Kahn (In re Hemingway Transport Inc.), 954 F.2d 1,11-12 (1st Cir. 1992); First Nat' I Bank of El Dorado v. Giller (In re Giller), 962 F.2d 796, 798-99 (8th Cir. 1992); Union Sav. Bank. v. Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.) 860 F.2d 515,518 (2d Cir. 1988); Drabkin v. Midland-Ross Corp. (In re Auto-Train Corp.), 810 F.2d 270,276 (D.C. Cir. 1987). In the Third Circuit, debtors seeking substantive consolidation must show either (i) prepetition they disregarded separateness so significantly their creditors relied on the breakdown of entity borders and treated them as one legal entity, or (ii) postpetition their assets and

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liabilities are so scrambled that separating them is prohibitive and hurts all creditors. Owens Coming, 419 F.3d at 211 (emphasis added). A prima facie case for [the first rationale] typically exists when, based on the parties prepetition dealings, a proponent proves corporate disregard creating contractual expectations of creditors that they were dealing with debtors as one indistinguishable entity. Id. at 212. The facts of these Chapter 11 Cases necessitate substantive consolidation, and substantive consolidation is warranted under the aforementioned tests. There is ample evidence that prior to the Petition Date, Creditors of the Debtors treated them as one legal entity. The Debtors prepared and disseminated consolidated financial reports to the public, including customers, suppliers, landlords, lenders, and credit rating agencies. Because the Debtors disseminated financial information to the public on a consolidated basis, it is highly unlikely that Creditors relied on the separate identity of any Debtor in extending credit to such Debtor. In addition, the Claims and scheduled assets of Debtors other than GII are minimal, further emphasizing the consolidated nature of the Debtors businesses. Because financial information disseminated to customers, suppliers, landlords, lenders, and credit rating agencies, has been prepared and presented on a consolidated basis, it is clear that Creditors treated the Debtors as one legal entity when deciding whether to extend credit. Substantive consolidation would ensure that all of the Debtors creditors, having relied on the creditworthiness of the Debtors as a unit, receive the benefit of a distribution in satisfaction of their claims from the single pool of assets. Thus, substantive consolidation is warranted in this case under the test set forth by the Third Circuit. Several courts within the Third Circuit have acknowledged the existence and application of substantive consolidation of separate bankruptcy estates in appropriate circumstances. See In re Molnar Bros., 200 B.R. 555 (Bankr. D.NJ. 1996) (recognizing the application of substantive consolidation of two or more bankruptcy estates); In re PWS Holding Corp., Case No. 98-212223 (SLR) (D. Del. 1998) (approving substantive consolidation of debtors pursuant to a plan of reorganization); Bracaglia v. Manzo (In re United Stairs Corp.), 176 B.R. 359, 368 (Bankr. D.NJ. 1995) (stating that it is well established that in the appropriate circumstances the court may substantively consolidate corporate entities); In re Buckhead Am. Corp., 1992 Bankr. LEXIS 2506 (Bankr. D. Del. Aug. 13, 1992) (substantively consolidating debtors); In re Cooper, 147 B.R. 678, 682 (Bankr. D.NJ. 1992). For the reasons set forth above, the Debtors and the Committee believe that the requirements for substantive consolidation of the Debtors with respect to voting and treatment of all Claims and Interests except for Class 1 Other Secured Claims, are satisfied. The Plan and Disclosure Statement do not seek substantive consolidation with respect to Class 1 Other Secured Claims. Thus, any lien conveyed by the Debtors that will be treated under Class 1 Other Secured Claims is unaffected by the limited substantive consolidation proposed in the Plan. The form of Ballot for Class 3 General Unsecured Claims will include a request for each voting Creditor to identify the Debtor against which such Creditor has a Claim. This request is being submitted on the Ballot in the event that the Court does not permit substantive consolidation of the cases. If substantive consolidation is not permitted, the Debtors and the Committee may request that the the Plan be confirmed on an unconsolidated basis as a separate Plan for each of the four Debtors.

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In the event the case are substantively consolidated, all intercompany Claims and intercompany Interests will be extinguished except as necessary to preserve the Causes of Action and the other Liquidating Trust Assets. Further, all Claims which lie or could lie against more than one Debtor shall be Allowed, if at all, as a single claim against the Debtors Estates. 3. Appointment of the Liquidating Trustee. The appointment of the Liquidating Trustee shall be approved in the Confirmation Order, and such appointment shall be as of the Effective Date. In accordance with the Liquidating Trust Agreement, the Liquidating Trustee shall serve in such capacity through the earlier of (i) the date that the Liquidating Trust and the Reserves are dissolved in accordance with Article 7.9 of the Plan and (ii) the date such Liquidating Trustee resigns, is terminated or is otherwise unable to serve, provided, however, that, in the event that the Liquidating Trustee resigns, is terminated or is unable to serve, then the Court, upon the motion of any party-in-interest, shall approve a successor to serve as the Liquidating Trustee, and such successor Liquidating Trustee shall serve in such capacity until the Liquidating Trust is dissolved. 4. Establishment of a Liquidating Trust. On the Effective Date, the Debtors and the Liquidating Trustee shall execute the Liquidating Trust Agreement and shall have established the Liquidating Trust pursuant to the Plan. In the event of any conflict between the terms of Article 7.3 of the Plan and the terms of the Liquidating Trust Agreement, the terms of the Liquidating Trust Agreement shall control. 5. Liquidating Trust Assets. Notwithstanding any prohibition of assignability under applicable non-bankruptcy law, on the Effective Date and periodically thereafter if additional Liquidating Trust Assets become available, the Debtors shall be deemed to have automatically transferred to the Liquidating Trust all of their right, title, and interest in and to all of the Liquidating Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, all such assets shall automatically vest in the Liquidating Trust free and clear of all Claims and liens, subject only to the Allowed Claims of the Liquidating Trust Beneficiaries as set forth in the Plan and the expenses of the Liquidating Trust as set forth herein and in the Liquidating Trust Agreement. Thereupon, the Debtors shall have no interest in or with respect to the Liquidating Trust Assets or the Liquidating Trust. In connection with any Causes of Action that are included in the Liquidating Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications thereto (whether written or oral) shall also exist for the benefit of the Liquidating Trust and shall vest in the Liquidating Trustee and its representatives, and shall also be preserved for and as to the Debtors. The Liquidating Trustee is authorized to take all necessary actions to benefit from such privileges. 6. Treatment of Liquidating Trust for Federal Income Tax Purposes; No Successor in-Interest. The Liquidating Trust shall be established for the primary purpose of liquidating its assets, in accordance with Treas. Reg. 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. Accordingly, the Liquidating Trustee

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shall, in an expeditious but orderly manner, liquidate and convert to Cash the Liquidating Trust Assets, including the Causes of Action, make timely distributions to the Liquidating Trust Beneficiaries and not unduly prolong its duration. The Liquidating Trust shall not be deemed a successor-in-interest of the Debtors for any purpose other than as specifically set forth herein or in the Liquidating Trust Agreement. The Liquidating Trust is intended to qualify as a grantor trust for federal income tax purposes with the Liquidating Trust Beneficiaries treated as grantors and owners of the Liquidating Trust. For all federal income tax purposes, all parties (including, without limitation, the Debtors, the Liquidating Trustee, and the Liquidating Trust Beneficiaries) shall treat the transfer of the Liquidating Trust Assets by the Debtors to the Liquidating Trust, as set forth in the Liquidating Trust Agreement, as a transfer of such assets by the Debtors to the Holders of Allowed Claims of Liquidating Trust Beneficiaries entitled to distributions from the Liquidating Trust Assets, followed by a transfer by such Holders to the Liquidating Trust. Thus, the Liquidating Trust Beneficiaries shall be treated as the grantors and owners of a grantor trust for federal income tax purposes. As soon as reasonably practicable after the Effective Date, the Liquidating Trustee (to the extent that the Liquidating Trustee deems it necessary or appropriate in his or her sole discretion) shall value the Liquidating Trust Assets based on the good faith determination of the value of such Liquidating Trust Assets. The valuation shall be used consistently by all parties (including the Debtors, the Liquidating Trustee, and the Liquidating Trust Beneficiaries) for all federal income tax purposes. The Bankruptcy Court shall resolve any dispute regarding the valuation of the Liquidating Trust Assets. The right and power of the Liquidating Trustee to invest the Liquidating Trust Assets transferred to the Liquidating Trust, the proceeds thereof, or any income earned by the Liquidating Trust, shall be limited to the right and power to invest such Liquidating Trust Assets (pending distributions in accordance with the Plan) in Permissible Investments; provided, however, that the scope of any such Permissible Investments shall be limited to include only those investments that a liquidating trust, within the meaning of Treas. Reg. 301.7701-4(d), may be permitted to hold, pursuant to the Treasury Regulations, or any modification in the IRS guidelines, whether set forth in IRS rulings, other IRS pronouncements, or otherwise. 7. Responsibilities of Liquidating Trustee; Litigation. The responsibilities of the Liquidating Trustee shall include, but shall not be limited to: a. the making of Distributions as contemplated herein;

b. establishing and maintaining the Reserves in accordance with the terms of the Plan; c. conducting an analysis of Administrative Expense Claims, Priority Tax Claims, Priority Non-Tax Claims, General Unsecured Claims, and Interests and prosecuting objections thereto or settling or otherwise compromising such Claims if necessary and appropriate in accordance with Articles 9.1 and 12.4 of the Plan; d. filing appropriate tax returns in the exercise of its fiduciary obligations; 19

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e. retaining such professionals as are necessary and appropriate in furtherance of its fiduciary obligations; f. taking such actions as are necessary to prosecute, resolve or compromise, as appropriate, all Causes of Action; and g. taking such actions as are necessary and reasonable to carry out the purposes of the Liquidating Trust. 8. Expenses of Liquidating Trustee. Fees and expenses incurred by the Liquidating Trustee shall be paid from the Liquidating Trust Expense Reserve in accordance with Article VIII of the Plan. 9. Bonding of Liquidating Trustee. The Liquidating Trustee shall not be obligated to obtain a bond but may do so, in his sole discretion, in which case the expense incurred by such bonding shall be paid by the Liquidating Trust. 10. Fiduciary Duties of the Liquidating Trustee. Pursuant to the Plan and the Liquidating Trust Agreement, the Liquidating Trustee shall act in a fiduciary capacity on behalf of the interests of all Holders all Claims and Interests that will receive Distributions pursuant to the terms of the Plan and the Liquidating Trust Agreement. 11. Dissolution of the Liquidating Trust. The Liquidating Trust shall be dissolved no later than five (5) years from the Effective Date unless the Bankruptcy Court, upon a motion Filed prior to the fifth anniversary or the end of any extension period approved by the Bankruptcy Court (the Filing of which shall automatically extend the term of the Liquidating Trust pending the entry of an order by the Bankruptcy Court granting or denying the motion), determines that a fixed period extension is necessary to facilitate or complete the recovery and liquidation of the Liquidating Trust Assets. After (a) the final Distribution of the Reserves and the balance of the assets or proceeds of the Liquidating Trust pursuant to the Plan, and (b) the Filing by or on behalf of the Liquidating Trust of a certification of dissolution with the Bankruptcy Court in accordance with the Plan, the Liquidating Trust shall be deemed dissolved for all purposes without the necessity for any other or further actions. 12. Liability, Indemnification of the Liquidating Trust Protected Parties. The Liquidating Trust Protected Parties shall not be liable for any act or omission of any other member, designee, agent, or representative of such Liquidating Trust Protected Parties, nor shall such Liquidating Trust Protected Parties be liable for any act or omission taken or not taken in their capacity as Liquidating Trust Protected Parties other than for specific acts or omissions resulting from such Liquidating Trust Protected Parties willful misconduct, gross negligence or fraud. The Liquidating Trustee may, in connection with the performance of his functions, and in his sole and absolute discretion, consult with his attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such entities, regardless of whether such advice or opinions are provided in writing. Notwithstanding such authority, the Liquidating Trustee shall not be under any obligation to consult with his attorneys, accountants, financial advisors, and agents, and his determination not to do so shall not result in the imposition of liability on the

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Liquidating Trustee or the Liquidating Trust Protected Parties, unless such determination is based on willful misconduct, gross negligence, or fraud. The Liquidating Trust shall indemnify and hold harmless the Liquidating Trust Protected Parties from and against and in respect of all liabilities, losses, damages, claims, costs, and expenses (including, without limitation, reasonable attorneys fees, disbursements, and related expenses), which such Liquidating Trust Protected Parties may incur or to which such Liquidating Trust Protected Parties may become subject to in connection with any action, suit, proceeding, or investigation brought by or threatened against such Liquidating Trust Protected Parties arising out of or due to their acts or omissions or consequences of such acts or omissions, with respect to the implementation or administration of the Liquidating Trust or the Plan or the discharge of their duties hereunder; provided, however, that no such indemnification will be made to such Liquidating Trust Protected Parties for actions or omissions as a result of their willful misconduct, gross negligence, or fraud. 13. Full and Final Satisfaction against Liquidating Trust. On and after the Effective Date, the Liquidating Trust shall have no liability on account of any Claims or Interests except as set forth in the Plan and in the Liquidating Trust Agreement. All payments and all Distributions made by the Liquidating Trustee under the Plan shall be in full and final satisfaction, settlement, and release of and in exchange for all Claims or Interests against the Liquidating Trust; provided, however, that nothing contained in the Plan shall be deemed to constitute or shall result in a discharge of any Debtor under section 1141(d) of the Bankruptcy Code. 14. Cancellation of Instruments and Stock. On the Effective Date, all instruments evidencing or creating any indebtedness or obligation of the Debtors, except such instruments that are authorized or issued under the Plan, shall be canceled and extinguished. Additionally, as of the Effective Date, all Interests, and any and all warrants, options, rights, or interests with respect to Interests that have been issued, could be issued, or that have been authorized to be issued but that have not been issued, shall be deemed canceled and extinguished without any further action of any party. The Holders of or parties to the canceled notes, share certificates and other agreements and instruments shall have no rights arising from or relating to such notes, share certificates and other agreements and instruments or the cancellation thereof, except the rights provided pursuant to the Plan. 15. Operating Reports. Prior to the Effective Date, the Debtors shall timely File all reports, including without limitation, monthly operating reports required by the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules., or the Office of the United States Trustee. On and after the Effective Date, the Liquidating Trustee shall timely File all reports, including without limitation, quarterly operating reports as required by the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules, or Office of the United States Trustee until entry of an order closing or converting the Chapter 11 Cases. 16. Post-Confirmation Professional Fees and Expenses. Professionals that perform post-Effective Date services for the Liquidating Trustee shall provide monthly invoices to the Liquidating Trustee describing the services rendered, and the fees and expenses incurred in connection therewith, on or before the twentieth (20th) day following the end of the calendar month during which such services were performed. Such post-Effective Date professionals of the Liquidating Trustee who timely tender such invoices shall be paid by the Liquidating Trustee for such services from Liquidating Trust Assets, without further order of the Bankruptcy Court,

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subject to Article VII of the Plan, not less than ten (10) days after the submission to the Liquidating Trustee by such professionals of said monthly invoices, unless, within such ten (10) day period, a written objection to such payment is made by the Liquidating Trustee. To the extent a written objection to such professionals monthly invoice cannot be resolved by the professional and the Liquidating Trustee, payment of such invoice shall be made only upon Final Order of the Bankruptcy Court. 17. Disposition of Books and Records. After the Effective Date, the Debtors shall transfer all of the Debtors books and records in their possession, if any, relating to the conduct of the Debtors business prior to the Effective Date to the Purchaser. From and after the Effective Date, the Liquidating Trustee shall continue to preserve and maintain all documents and electronic data transferred to the Liquidating Trustee by the Debtors and the Liquidating Trustee shall not destroy or otherwise abandon any such documents and records (in electronic or paper format) absent further order of the Bankruptcy Court after a hearing upon appropriate notice to parties-in-interest under the rules of the Bankruptcy Court. 18. Corporate Action. On the Effective Date, all matters expressly provided for under the Plan that would otherwise require approval of the shareholders or directors of one or more of the Debtors, including but not limited to, the dissolution or merger of any of the Debtors, shall be deemed to have occurred and shall be in effect upon the Effective Date pursuant to the applicable general corporation law of the states in which the Debtors are incorporated without any requirement of action by the shareholders or directors of the Debtors. 19. Dissolution of Debtors. On the Effective Date, the Debtors shall be deemed dissolved for all purposes without the necessity for other or further actions to be taken by or on behalf of the Debtors; provided that in the sole discretion of the Liquidating Trustee, the Liquidating Trustee, on behalf of the Debtors, may (but shall not be required to) file a certificate of dissolution with the Office of the Secretary of State for the applicable state. D. Provisions Governing Reserves and Distributions 1. Establishment of Reserves.

a. Prior to making any Distributions, the Liquidating Trustee shall establish the Disputed Administrative, Priority Tax, and Priority Non-Tax Claims Reserve, and shall transfer thereto the amount of Cash as deemed necessary by the Liquidating Trustee to fund the Disputed Administrative, Priority Tax, and Priority Non-Tax Claims Reserve in accordance with the provisions of the Plan. b. Prior to making any Distributions, the Liquidating Trustee shall establish the Liquidating Trust Expense Reserve, and shall transfer thereto the amount of Cash as deemed necessary by the Liquidating Trustee to fund the expenses of the Liquidating Trust in accordance with the provisions of the Plan. c. Prior to making any Distributions on account of Allowed Unsecured Claims, the Liquidating Trustee shall establish the Disputed General Unsecured Claims Reserve and shall transfer thereto the amount of Cash as deemed necessary by the Liquidating Trustee to fund the Disputed General Unsecured Claims Reserve in accordance with the provisions of the
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Plan. 2. Funding of Reserves.

a. With respect to the Disputed Administrative, Priority Tax, and Priority Non-Tax Claims Reserve and the Disputed General Unsecured Claims Reserve, the amount of Cash deposited into each of the foregoing reserves shall be equal to the percentage of Cash that Holders of Disputed Claims in each reserve would be entitled under the Plan if such Disputed Claims were Allowed Claims in the amount of such Disputed Claim or such lesser amount as authorized in Article 8.2 (c) of the Plan. b. With respect to the Liquidating Trust Expense Reserve, the amount of Cash deposited into such reserve shall be equal to the amount of Cash necessary to fund the expenses expected to be incurred by the Liquidating Trust as determined, in the Liquidating Trustees sole discretion. c. For the purposes of effectuating the provisions of Article VIII of the Plan and the Distributions to Holders of Allowed Claims, the Liquidating Trustee may, at any time and regardless of whether an objection to a Disputed Claim has been brought, request that the Bankruptcy Court estimate, set, fix, or liquidate the amount of such Disputed Claims pursuant to section 502(c) of the Bankruptcy Code, in which event the amounts so estimated, fixed, or liquidated shall be deemed the Allowed amounts of such Claims for purposes of Distribution under the Plan and establishment of the necessary Reserve. In lieu of estimating, fixing or liquidating the amount of any Disputed Claims, the Bankruptcy Court may determine the amount to be reserved for such Disputed Claims (singularly or in the aggregate), or such amount may be fixed by an agreement in writing by and between the Liquidating Trustee and the Holder of such Disputed Claims. d. Notwithstanding the foregoing, nothing in the Plan or the Confirmation Order, or any related document, agreement, instrument or order shall prohibit the Liquidating Trustee from using Liquidating Trust Assets and other reserve amounts to fund Liquidating Trust Expenses. 3. Disbursing Agent. The Liquidating Trustee may employ or contract with other Persons or Entities to assist in or make the Distributions required by the Plan. 4. Distributions by Liquidating Trustee. Within the time periods provided in Article 8.5 of the Plan, the Liquidating Trustee shall make periodic and final distributions of the Liquidating Trust Assets on hand and the Permitted Investments, except such amounts as are necessary to maintain the Reserves, in accordance with the terms of the Plan. The Liquidating Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Liquidating Trustees reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. The Liquidating Trustee shall require any Liquidating Trust Beneficiary or other distributee to furnish to the Liquidating Trustee in writing an Employer Identification Number or Taxpayer Identification Number as assigned by the Internal Revenue Service, and the Liquidating Trustee may condition any Distribution to any Liquidating Trust Beneficiary or other distributee upon receipt of such identification number.

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5.

Timing of Distributions.

a. The Debtors or the Liquidating Trustee shall pay each Allowed Administrative Expense Claim, Allowed Priority Tax Claim, Allowed Priority Non-Tax Claim, and Allowed Unsecured Claim on the later of: i. ii. Order, iii. the date on which, in the ordinary course of business, such Allowed Claim becomes due, or iv. such other date as may be agreed upon by the Debtors, in consultation with the Committee, or the Liquidating Trustee, as applicable, and the Holder of such Allowed Claim. b. As soon as reasonably practicable after the Effective Date, in the sole discretion of the Liquidating Trustee, the Liquidating Trustee shall make Distribution of the available Cash included in the Liquidating Trust Assets in accordance with the provisions of the Plan and the Confirmation Order, to the Holders of Allowed General Unsecured Claims, provided that the Reserves are established. The Liquidating Trustee shall make additional Distributions of available Cash comprising Liquidating Trust Assets as determined in the sole discretion of the Liquidating Trustee. c. Any Cash remaining in the Reserves after all Disputed Administrative Expense Claims, Disputed Priority Tax Claims, Disputed Priority Non-Tax Claims, and Disputed General Unsecured Claims have been resolved, and paid, as appropriate, and the costs and expenses of the Liquidating Trust have been fully paid, shall be available for Distributions in accordance with the Plan. d. Once all Disputed Administrative Expense Claims, Disputed Priority Tax Claims, and Disputed Priority Non-Tax Claims have been resolved, the Disputed Administrative, Priority Tax, and Priority Non-Tax Claims Reserve shall be dissolved. Once the Disputed General Unsecured Claims have been resolved, the Disputed General Unsecured Claims Reserve shall be dissolved. Once all costs and expenses of the Liquidating Trust have been paid in full in Cash and the Liquidating Trust has been dissolved, the Liquidating Trust Expense Reserve shall be dissolved. e. If there are any residual Unclaimed Distributions at the time of the dissolution of the Liquidating Trust, such residual Unclaimed Distributions shall be donated to the ABI Endowment Fund, free of any restrictions thereon and notwithstanding any federal or state escheat laws to the contrary. 6. Distributions upon Allowance of Disputed Claims. The Holder of a Disputed Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive a Distribution from the applicable Reserve as soon as reasonably practicable following the date on the Effective Date of the Plan, the date on which such Claim becomes an Allowed Claim by Final

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which such Disputed Claim becomes an Allowed Claim pursuant to a Final Order or by agreement of the parties in accordance with Article VIII of the Plan. Such Distributions shall be made in accordance with the Plan based upon the Distributions that would have been made to such Holder under the Plan if the Disputed Claim had been made an Allowed Claim on or prior to the Effective Date. No Holder of a Disputed Claim shall have any Claim against the applicable Reserve, the Liquidating Trustee, the Liquidating Trust, the Debtors or the Estates with respect to such Disputed Claim until such Disputed Claim becomes an Allowed Claim, and no Holder of a Disputed Claim shall have any right to interest, dividends or other Distributions on such Disputed Claim except as provided in the Plan. 7. Undeliverable and Unclaimed Distributions.

a. Holding Undeliverable and Unclaimed Distributions. If the Distribution to any Holder of an Allowed Claim is returned to the Liquidating Trustee as undeliverable or is otherwise unclaimed, no additional Distributions shall be made to such Holder unless and until the Liquidating Trustee is notified in writing of such Holders then-current address. Nothing contained in the Plan shall require the Debtors or the Liquidating Trustee to attempt to locate any Holder of an Allowed Claim. b. After Distributions Become Deliverable. The Liquidating Trustee shall make all Distributions that have become deliverable or have been claimed on and after the Distribution Date as soon as reasonably practicable after such Distribution has become deliverable or has been claimed. c. Failure to Claim Unclaimed/Undeliverable Distributions. Any Holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an undeliverable or unclaimed Distribution within three (3) months after the Distribution Date shall be deemed to have forfeited its right to such undeliverable or unclaimed Distribution and any subsequent Distribution on account of its Allowed Claim and shall be forever barred and enjoined from asserting any such claim for an undeliverable or unclaimed Distribution or any subsequent Distribution on account of its Allowed Claim against the Debtors, their Estates, the Liquidating Trust or their property. In such cases, Unclaimed Distributions shall be paid to Holders of Allowed Claims on a Pro Rata basis according to the parameters set forth in Article 4 above within the time periods provided in Article 8.5 of the Plan, free of any restrictions thereon and notwithstanding any federal or state escheat laws to the contrary. 8. Interest on Claims. Unless otherwise specifically provided for in the Plan, the Confirmation Order, or required by applicable bankruptcy law, post-petition interest shall not accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. In the event the Liquidating Trustee determines that the value of the Liquidating Trust Assets exceed the aggregate amount of Allowed General Unsecured Claims, the Liquidating Trustee shall be permitted to pay interest on each Allowed General Unsecured Claim from available Liquidating Trust Assets at the Interest Rate, applied from and after the Petition Date until such Allowed General Unsecured Claims, with interest, are paid in full. 9. No Distribution in Excess of Allowed Amount of Claim. Notwithstanding

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anything to the contrary herein, no Holder of an Allowed Claim will receive, in respect of such Claim, Distributions under the Plan in excess of the Allowed amount of such Claim. 10. Means of Cash Payment. Cash payments made pursuant to the Plan shall be in U.S. funds, by the means, including by check or wire transfer, determined by the Disbursing Agent. 11. Delivery of Distribution. Except as otherwise set forth in the Plan, Distributions to Holders of Allowed Claims shall be made (a) at the addresses set forth on the proofs of Claim Filed by such Holders (or at the last known addresses of such Holders if no proof of Claim is Filed or if the Disbursing Agent has been notified of a change of address), (b) at the addresses set forth in any written notices of address changes delivered to the Disbursing Agent, or (c) if no proof of Claim has been Filed and the Disbursing Agent has not received a written notice of a change of address, at the addresses reflected in the Schedules, if any. 12. Record Date for Distributions. The Disbursing Agent will have no obligation to recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after the close of business on the Distribution Record Date, and will be entitled for all purposes herein to recognize and distribute only to those Holders of Allowed Claims that are Holders of such Claims, or participants therein, as of the close of business on the Distribution Record Date. The Disbursing Agent shall instead be entitled to recognize and deal for all purposes under the Plan with only those record holders stated on the official claims register as of the close of business on the Distribution Record Date. 13. No Distributions Pending Allowance. Notwithstanding any other provision of the Plan, no payments or Distributions by the Disbursing Agent shall be made with respect to all or any portion of a Disputed Claim unless and until all Objections to such Disputed Claim have been settled or withdrawn by agreement of the parties or have been determined by Final Order, and the Disputed Claim, or some portion thereof, has become an Allowed Claim; provided however, that the Debtors, with the consent of the Committee, or the Liquidating Trustee, may in their discretion, pay any undisputed portion of a Disputed Claim. 14. Withholding and Reporting Requirements. In connection with the Plan and all Distributions hereunder, the Disbursing Agent shall, to the extent applicable, comply with all tax withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all Distributions hereunder shall be subject to any such withholding and reporting requirements. The Disbursing Agent shall be authorized to take any and all actions that may be reasonably necessary or appropriate to comply with such withholding and reporting requirements. Each Holder of an Allowed Claim shall be required to provide any information necessary to effect information reporting and the withholding of such taxes. Notwithstanding any other provision of the Plan, each Holder of an Allowed Claim that is to receive a Distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any Governmental Unit, including income, withholding and other tax obligations, on account of such Distribution. 15. Setoffs. The Debtors or the Liquidating Trustee, as applicable, may, but shall not be required to, setoff against any Claim and the payment or other Distribution to be made

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pursuant to the Plan in respect of such Claim, claims of any nature whatsoever that a Debtor may have against the Holder of such Claim; provided, however, neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Disbursing Agent of any such claim that the Disbursing Agent may have against such Holder, unless otherwise agreed to in writing by such Holder and the Debtors or the Liquidating Trustee, as applicable. 16. De Minimis Distributions. Notwithstanding any provision in the Plan to the contrary, no payment of less than twenty-five dollars ($25.00) shall be made on account of any Allowed Claim. Whenever payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment will reflect a rounding of such fraction to the nearest dollar (up or down), with half dollars being rounded down. All Distributions not made pursuant to Article 7.19 of the Plan shall be treated as Unclaimed Distributions and are subject to Article 7.10 of the Plan. 17. Extensions of Time. The Liquidating Trustee may File a motion to extend any deadlines for the making of Distributions or the establishment of Reserves hereunder prior to the occurrence of any such deadlines, to the extent necessary, which deadlines shall be deemed automatically extended after the Filing of such motion, and pending the entry of an order by the Bankruptcy Court extending any such deadline. E. Provisions for Claims Estimation and Objections to Claims

1. Claims Objection Deadline; Prosecution of Claims Objections. Except as otherwise provided for in the Plan, as soon as reasonably practicable after the Effective Date, but in no event later than the Claims Objection Deadline (unless extended, after notice to those Creditors who requested notice in accordance with Bankruptcy Rule 2002, by an Order of the Bankruptcy Court), the Liquidating Trustee shall File Objections to Claims and serve such objections upon the Holders of each of the Claims to which Objections are made. The Liquidating Trustee shall be authorized to resolve all Disputed Claims by withdrawing or settling such Objections thereto, or by litigating to judgment in the Bankruptcy Court, or such other court having competent jurisdiction, the validity, nature, and/or amount thereof. If the Liquidating Trustee agrees with the Holder of a Disputed Claim to compromise, settle, and/or resolve a Disputed Claim by granting such Holder an Allowed Claim in the amount of $100,000 or less, then the Liquidating Trustee may compromise, settle, and/or resolve such Disputed Claim without Bankruptcy Court approval. Otherwise, the Liquidating Trustee may only compromise, settle, and/or resolve such Disputed Claim with Bankruptcy Court approval. 2. Estimation of Claims. The Disbursing Agent may, at any time, request that the Bankruptcy Court estimate any Contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Debtors, the Committee, or the Liquidating Trustee previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation or a hearing concerning any objection to any Claim, including, without limitation, during the pendency of any appeal relating to any such objection. Subject to the provisions of section 502(j) of the Bankruptcy Code, in the event that the Bankruptcy Court estimates any Contingent or unliquidated Claim, the amount so estimated shall constitute the maximum allowed amount of such Claim. If the estimated amount constitutes the maximum

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allowed amount of such Claim, the Debtors or the Liquidating Trustee, as applicable, may pursue supplementary proceedings to object to the allowance of such Claim. All of the aforementioned objection, estimation and resolution procedures are intended to be cumulative and not necessarily exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court. F. Executory Contracts and Unexpired Leases

1. Executory Contracts and Unexpired Leases Deemed Rejected. On the Effective Date, all of the Debtors Executory Contracts and unexpired leases will be deemed rejected as of the Effective Date in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, except to the extent: (a) the Debtors previously have assumed, assumed and assigned or rejected such Executory Contract or unexpired lease, or (b) prior to the Effective Date, the Debtors have Filed a motion to assume, assume and assign, or reject an Executory Contract or unexpired lease on which the Bankruptcy Court has not ruled. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of all rejections of Executory Contracts and unexpired leases pursuant to Article 9.1 of the Plan and sections 365(a) and 1123 of the Bankruptcy Code. 2. Bar Date For Rejection Damages. If the rejection by the Debtors of an Executory Contract or an unexpired lease results in damages to the other party or parties to such Executory Contract or unexpired lease, a Claim for such damages shall be forever barred and shall not be enforceable against the Debtors or their properties or agents, successors, or assigns, unless a Proof of Claim is filed with the Claims Agent so as to actually be received on or before the Rejection Bar Date. G. Conditions Precedent to the Effective Date of the Plan

The following are conditions precedent to the Effective Date of the Plan that must be (i) satisfied or (ii) waived in accordance with Article 11.3 of the Plan: 1. the Confirmation Order, in a form and substance reasonably acceptable to the Debtors and the Committee, shall have been entered by the Bankruptcy Court; 2. all documents, instruments, and agreements provided under, or necessary to implement, the Plan shall have been executed and delivered by the applicable parties and shall be in a form and substance reasonably acceptable to the Debtors and the Committee; and 3. the Debtors and the Liquidating Trustee shall have executed the Liquidating Trust Agreement and shall have established the Liquidating Trust pursuant to Article 7.3 of the Plan and shall be in a form and substance reasonably acceptable to the Debtors and the Committee. The Debtors, subject to consent of the Committee, which consent shall not be unreasonably withheld, may waive in writing the conditions listed in Article 11.1 of the Plan, provided, however, that the condition specified in Article 11.1(a) may not be waived. If each of the conditions specified in Article 11.1 of the Plan have not been satisfied or waived in the manner provided in Article 11.3 of the Plan within thirty (30) calendar days after

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the Confirmation Date (as such date may be agreed to by the Debtors and the Committee), then: (i) the Confirmation Order shall be vacated and of no further force or effect; (ii) no Distributions under the Plan shall be made; (iii) the Debtors and all Holders of Claims against or Interests in the Debtors shall be restored to the status quo as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred; and (iv) all of the Debtors obligations with respect to Claims and Interests shall remain unaffected by the Plan and nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors, and the Plan shall be deemed withdrawn. Upon such occurrence, the Debtors shall File a written notification with the Bankruptcy Court and serve it upon such parties as the Bankruptcy Court may direct. H. Exculpation, Injunctive and Related Provisions

1. Exculpation and Limitation of Liability. Notwithstanding any other provision of the Plan, the Released Parties shall not have or incur any liability to, or be subject to any right of action by, any Holder of a Claim or an Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or agents acting in such capacity, or Affiliates, or any of their successors or assigns, for any act or omission relating to, in any way, or arising from (i) these Chapter 11 Cases, (ii) formulating, negotiating, or implementing the Plan (including the Disclosure Statement), any contract, instrument, release, or other agreement or document created or entered into in connection with the Plan; (iii) any other post-petition act taken or omitted to be taken in connection with or in contemplation of the restructuring or liquidation of the Debtors; (iv) the solicitation of acceptances of the Plan, the pursuit of Confirmation of the Plan, the Confirmation of the Plan, the Consummation of the Plan, or (v) the administration of the Plan or the property to be distributed under the Plan, except for their gross negligence or willful misconduct as determined by a Final Order, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Released Parties from liability. 2. Releases by the Debtors. Except as otherwise expressly provided in the Plan or the Confirmation Order, on the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each of the Debtors, on their own behalf and as a representative of their respective Estate, shall, and shall be deemed to, completely and forever release, waive, void, extinguish, and discharge unconditionally, each and all of the Released Parties of and from any and all Claims, Causes of Action, obligations, suits, judgments, damages, debts, rights, remedies, and liabilities of any nature whatsoever, whether liquidated or unliquidated, fixed or Contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are or may be based in whole or part on any act, omission, transaction, event, or other circumstance taking place or existing on or prior to the Effective Date (including prior to the Petition Date) in connection with or related to any of the Debtors, their respective assets, property, and Estates or the Chapter 11 Cases, that may be asserted by or on behalf of any of the Debtors or their respective Estates, against any of the

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Released Parties; provided, however, that nothing in Article 12.1 of the Plan shall be construed to release any Released Party from willful misconduct or gross negligence as determined by a Final Order; provided, however, that this release and Article 12.1 of the Plan shall not release (i) any Released Party from willful misconduct or gross negligence as determined by a Final Order, (ii) any objection or defense that is asserted in response to any application for compensation filed by any Released Party with the Bankruptcy Court; or (iii) any present or former officer, director of the Debtors or any other Person covered by insurance for any alleged wrongful act of any kind or nature whatsoever, but only to the extent insurance defends and indemnifies said director, officer or other covered Person from any and all such liability. 3. Releases by Holders of Claims. Except as otherwise expressly provided in the Plan or the Confirmation Order, on the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each Person that has held, currently holds, or may hold a Claim or any other obligation, suit, judgment, damages, debt, right, remedy, cause of action, or liability of any nature whatsoever, or any Interest, shall be deemed to, completely and forever release, waive, void, extinguish, and discharge unconditionally each and all of the Released Parties of and from any and all Claims, Causes of Action, obligations, suits, judgments, damages, debts, rights, remedies, and liabilities of any nature whatsoever (including, without limitation, those arising under the Bankruptcy Code), whether liquidated or unliquidated, fixed or Contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity, or otherwise that are or may be based in whole or part on any act, omission, transaction, event, or other circumstance taking place or existing on or prior to the Effective Date (including prior to the Petition Date) in connection with or related to any of the Debtors or their respective assets, property and Estates, the Chapter 11 Cases or the Plan or the Disclosure Statement; provided, however, (1) that each Person that has submitted a ballot voting on the Plan may elect, by checking the appropriate box on its ballot, not to grant the releases set forth in Article 12.1(c) of the Plan with respect to the Released Parties and (2) that each Person that holds a Claim entitled to vote and who abstains from voting to either accept or reject the Plan is not bound by the releases set forth in Article 12.1(c) of the Plan with respect to the Released Parties; and provided, further, however, that nothing in Article 12.1(c) of the Plan shall be construed to release any party from willful misconduct or gross negligence as determined by a Final Order; and provided, further, however, that this release and Article 12.1 of the Plan shall not release (i) any Released Party from willful misconduct or gross negligence as determined by a Final Order, (ii) any objection or defense that is asserted in response to any application for compensation filed by any Released Party with the Bankruptcy Court; or (iii) any present or former officer, director of the Debtors or any other Person covered by insurance for any alleged wrongful act of any kind or nature whatsoever, but only to the extent insurance defends and indemnifies said director, officer or other covered Person from any and all such liability. Holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims and Allowed Priority Non-Tax Claims will be deemed to be bound to the releases in Article 12.1(c) of the Plan. 4. Injunction Related to Exculpation and Releases. Except as provided in the Plan or the Confirmation Order, as of the Effective Date, (i) all Persons that hold, have

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held, or may hold a Claim or any other obligation, suit, judgment, damages, debt, right, remedy, Causes of Action or liability of any nature whatsoever, relating to any of the Debtors or any of their respective assets, property and Estates, that is released or enjoined pursuant this Article XII of the Plan and (ii) all other parties in interest in these Chapter 11 Cases are, and shall be, permanently, forever and completely stayed, restrained, prohibited, barred and enjoined from taking any of the following actions against any Released Party or its property on account of such released liabilities, whether directly or indirectly, derivatively or otherwise, on account of or based on the subject matter of such Claims or other obligations, suits, judgments, damages, debts, rights, remedies, Causes of Action or liabilities: a. commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including, without limitation, any judicial, arbitral, administrative or other proceeding) in any forum; b. enforcing, attaching (including, without limitation, any prejudgment attachment), executing, collecting, or recovering in any manner, directly or indirectly, any judgment, award, decree, or other order; c. creating, perfecting or enforcing, directly or indirectly, in any manner, any lien or encumbrance of any kind; d. setting off, seeking reimbursement or contributions from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability or obligation that is discharged under Article 11.1 of the Plan; and e. commencing or continuing in any manner, in any place of any judicial, arbitration or administrative proceeding in any forum, that does not comply with or is inconsistent with the provisions of the Plan or the Confirmation Order. Except as expressly contemplated by the Plan or the 5. Injunction. Confirmation Order, from and after the Effective Date, all Persons or Entities who have held, currently hold or may hold Claims against or Interests in the Debtors or their Estates that arose prior to the Effective Date (including, but not limited to, Governmental Units, and any official, employee or other entity acting in an individual or official capacity on behalf of any Governmental Unit) are permanently enjoined from: a. commencing, conducting or continuing in any manner, directly, or indirectly, any suit, action or other proceeding against the Debtors, the Estates or the Liquidating Trust Protected Parties in any forum (including, without limitation, any judicial, arbitral, administrative or other proceeding); b. enforcing, attaching, executing, collecting or recovering in any manner, directly or indirectly, any judgment, award, decree, or order against the Debtors, the Estates or the Liquidating Trust Protected Parties; c. creating, perfecting, or enforcing, directly or indirectly, in any

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manner, any lien or encumbrance of any kind against the Debtors, the Estates or the Liquidating Trust Protected Parties; d. asserting or effecting, directly or indirectly, any setoff or right of subrogation of any kind against any obligation due to the Debtors, the Estates or the Liquidating Trust Protected Parties; and e. any act, in any manner, in any place whatsoever, that does not conform to, comply with, or is inconsistent with the provisions of the Plan in respect of the Debtors, the Estates or the Liquidating Trust Protected Parties. Any Entity injured by any willful violation of such injunction shall recover actual damages, including, but not limited to, costs and attorneys fees and expenses, and, in appropriate circumstances, may recover punitive damages from the willful violator. Nothing contained in Article XII of the Plan shall prohibit the Holder of a Disputed Claim from litigating its right to seek to have such a Disputed Claim declared an Allowed Claim and paid in accordance with the distribution provisions of the Plan or the Liquidating Trust Agreement, or enjoin or prohibit the enforcement by the Holder of such Disputed Claim of any of the obligations of any Liquidating Trust Protected Party under the Plan. 6. Term of Bankruptcy Injunction or Stays. All injunctions or stays provided for in these Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. I. Vesting Provision

Any and all Liquidating Trust Assets accruing to the Debtors or assertable as accruing to the Debtors shall remain assets of the Estates pursuant to section 1123(b)(3)(B) of the Bankruptcy Code and on the Effective Date shall be transferred to and vest in the Liquidating Trust. Pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, only the Liquidating Trust and the Liquidating Trustee shall have the right to pursue or not to pursue, or, subject to the terms of the Plan and the Liquidating Trust Agreement, compromise or settle any Liquidating Trust Assets. From and after the Effective Date, the Liquidating Trust and the Liquidating Trustee may commence, litigate and settle any Causes of Action, Claims or Causes of Action relating to the Liquidating Trust Assets or rights to payment or Claims that belong to the Debtors as of the Effective Date or are instituted by the Liquidating Trust and Liquidating Trustee after the Effective Date, except as otherwise expressly provided in the Plan and the Liquidating Trust Agreement. Other than as set forth herein, no other Person may pursue such Liquidating Trust Assets after the Effective Date. The Liquidating Trustee shall be deemed hereby substituted as plaintiff, defendant, or in any other capacity for either the Committee or each Debtor in any Causes of Action pending before the Bankruptcy Court or any other court that relates to a Liquidating Trust Asset without the need for Filing any motion for such relief. J. Retention and Preservation of Causes of Action 1. Causes of Action

Except as otherwise provided in the Plan, all Causes of Action that the respective Debtors

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and their Estates may hold against any Person or Entity shall, on the Effective Date, automatically vest in the Liquidating Trust free and clear of liens, claims, encumbrances and interests and no Causes of Action shall be deemed released or discharged by the Plan unless expressly stated in the Plan. The Liquidating Trustee, on behalf of the Liquidating Trust, shall have the exclusive right, authority, and discretion to institute, prosecute, abandon, settle, or compromise any and all such Causes of Action without the consent or approval of any third party and without any further order of the Bankruptcy Court, except as otherwise provided herein or in the Liquidating Trust Agreement. From and after the Effective Date, the Liquidating Trustee, in accordance with Section 1123(b)(3) of the Bankruptcy Code, and on behalf of the Liquidating Trust, shall serve as a representative of the Debtors Estates and shall retain and possess the sole and exclusive right to commence, pursue, settle, compromise or abandon, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, in any court or other tribunal. On the Effective Date, the Liquidating Trustee shall be automatically substituted for the Committee, as plaintiff in any litigation commenced by the Committee. 2. Preservation of All Causes of Action Not Expressly Settled or Released

On the Effective Date, all Causes of Action shall vest in the Liquidating Trust, which shall hold and possess all rights on behalf of the Debtors, their Estates and the Liquidating Trust to commence and pursue any and all Causes of Action (under any theory of law, including, without limitation, the Bankruptcy Code, and in any court or other tribunal). The Liquidating Trustee, on behalf of the Liquidating Trust, shall have the sole and exclusive right to commence, prosecute, pursue, settle, compromise or abandon such Causes of Action as set forth herein and in the Liquidating Trust Agreement. The Debtors and, after the Effective Date, the Liquidating Trustee, on behalf of the Liquidating Trust, reserve all rights to pursue any and all Causes of Action, including: a. Any Causes of Action, whether legal, equitable or statutory in nature;

b. Any and all actions arising under or actionable pursuant to the Bankruptcy Code, including, without limitation, Sections 544, 545, 547 (except as provided below), 548, 549, 550, 551, 553(b) and/or 724(a) of the Bankruptcy Code; and c. Any Unknown Causes of Action.

Unless Causes of Action against a Person or Entity are expressly waived, relinquished, released, compromised or settled in the Plan, or any Final Order, the Debtors and, after the Effective Date, the Liquidating Trust, shall retain all Causes of Action of the Debtors and no Cause of Action shall be deemed to be released or impaired under the Plan or by effect of the confirmation of the Plan. The Causes of Action include all claims or possible claims of the Debtors, whether presently known or unknown, including the rights and powers of a trustee and debtor-in-possession, possessed on the Petition Date or which arose as of or after the Petition Date, including but not limited to (i) all Causes of Action arising under any state or federal law for damages or other relief against any Person, (ii) all avoidance powers granted to the Debtor under the Bankruptcy Code and all causes of action and remedies available under, inter alia, Sections 502, 510, 541, 544, 545, 547 through 551 and 553 of the Bankruptcy Code; (iii) any

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Causes of Action related in any way to the actions or inactions of any officer, director, employee or agent of the Debtors. No preclusion doctrine or other rule of law, including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches, shall apply to such Causes of Action upon, after, or as a result of the confirmation or Effective Date of the Plan, or the Confirmation Order. In addition, the Debtors and the Liquidating Trustee, on behalf of the Liquidating Trust, and any successors-in-interest thereto, expressly reserve the right to pursue or adopt any Causes of Action not so waived, relinquished, released, compromised or settled that are alleged in any lawsuit in which the Debtors are a defendant or an interested party, against any Person or Entity, including, without limitation, the plaintiffs and co-defendants in such lawsuits. K. Retention of Jurisdiction

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over any matter arising under the Bankruptcy Code, or arising in or related to the Chapter 11 Cases or the Plan after Confirmation and after the Effective Date, and any other matter or proceeding that is within the Bankruptcy Courts jurisdiction pursuant to 28 U.S.C. 1334 or 28 U.S.C. 157, including, without limitation, jurisdiction to: 1. allow, disallow, determine, subordinate, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest (whether filed before or after the Effective Date and whether or not Contingent, Disputed or unliquidated or for contribution, indemnification or reimbursement), including the compromise, settlement and resolution of any request for payment of any Claims, the resolution of any Objections to the allowance or priority of Claims and to hear and determine any other issue presented by or arising under the Plan, including during the pendency of any appeal relating to any Objection to such Claim to the extent permitted under applicable law; 2. grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; 3. hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters, including, but not limited to, all Causes of Action under which the Bankruptcy Court has subject matter jurisdiction, and consider and act upon the compromise and settlement of any Claim or Interest, or Cause of Action; 4. determine and resolve controversies related to the Liquidating Trust;

5. determine and resolve any matters related to the assumption, assumption and assignment or rejection of any Executory Contract or unexpired lease to which the Debtors are a party or with respect to which the Debtors may be liable, and to hear, determine and, if necessary, liquidate any Claims arising there from; 6. ensure that all Distributions to Holders of Allowed Claims under the Plan and the performance of the provisions of the Plan are accomplished as provided herein and resolve any issues relating to Distributions to Holders of Allowed Claims pursuant to the provisions of the
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Plan; 7. construe, take any action and issue such orders, prior to and following the Confirmation Date and consistent with section 1142 of the Bankruptcy Code, as may be necessary for the enforcement, implementation, execution and Consummation of the Plan and all contracts, instruments, releases, other agreements or documents created in connection with the Plan, including, without limitation, the Disclosure Statement and the Confirmation Order, for the maintenance of the integrity of the Plan in accordance with sections 524 and 1141 of the Bankruptcy Code following the occurrence of the Effective Date; 8. determine and resolve any cases, controversies, suits or disputes that may arise in connection with the Consummation, interpretation, implementation or enforcement of the Plan (and all exhibits and schedules to the Plan) or the Confirmation Order, including the releases and injunction provisions set forth in and contemplated by the Plan or the Confirmation Order, or any entitys rights arising under or obligations incurred in connection therewith; 9. modify the Plan, the Disclosure Statement, and/or the Confirmation Order before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code, as well as any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order, in such manner as may be necessary or appropriate to consummate the Plan, to the extent authorized by the Bankruptcy Code and the Plan; 10. issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any entity with Consummation, implementation or enforcement of the Plan or the Confirmation Order; 11. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated; 12. determine any other matters that may arise in connection with or relating to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order; 13. determine such other matters and for such other purposes as may be provided in the Confirmation Order; 14. hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code; 15. enforce all orders, judgments, injunctions, releases, indemnifications and rulings entered in connection with these Chapter 11 Cases; 16. exculpations,

determine and resolve controversies related to the Estates, the Debtors or the

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Liquidating Trust from and after the Effective Date; 17. 18. hear and determine any other matter relating to the Plan; and enter a final decree closing these Chapter 11 Cases.

Notwithstanding any other provision in the Plan to the contrary, nothing herein shall prevent the Liquidating Trustee from commencing and prosecuting any Cause of Action before any other court or judicial body which would otherwise have appropriate jurisdiction over the matter and parties thereto and nothing herein shall restrict any such courts or judicial bodies from hearing and resolving such matters. L. Miscellaneous Provisions 1. Plan Supplement

The Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court or its designee during normal business hours. Holders of Claims and Interests may obtain a copy of the Plan Supplement by contacting BMC Group, Inc., or by visiting http://www.bmcgroup.com. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. 2. Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code and subject to the occurrence of the Effective Date, on and after the Confirmation Date, the provisions of the Plan shall bind any Holder of a Claim against, or Interest in, the Debtors and such Holders respective successors and assigns, whether or not the Claim or Interest of such Holder is Impaired under the Plan and whether or not such Holder has accepted the Plan. 3. Subordination Rights. The classification and manner of satisfying all Claims and the respective Distributions and treatments hereunder take into account and/or conform to the relative priority and rights of the Claims in each Class in connection with the contractual, legal and equitable subordination rights relating thereto, whether arising under contract, general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise. All subordination rights that a Holder of a Claim may have with respect to any Distribution to be made under the Plan shall be implemented through the Plan, and all actions by such Holder of a Claim or Interest related to the enforcement of such subordination rights shall be enjoined permanently. The provisions of any contractual or structural subordination of Claims or Interests shall remain enforceable by the Liquidating Trustee on behalf of the Liquidating Trust after the occurrence of the Effective Date. Without limitation hereunder, the Liquidating Trustee, on behalf of the Liquidating Trust, may likewise enforce any right of the Debtors or their Estates to equitably or otherwise subordinate Claims under section 510 of the Bankruptcy Code, which rights are deemed transferred to, remain and are preserved in the Liquidating Trust, except as otherwise expressly set forth in the Plan or as expressly provided in a Final Order of the Bankruptcy Court in the Chapter 11 Cases.

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4. Severability of Plan Provisions. If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at the request of the Debtors, with the consent of the Committee, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may be altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 5. Dissolution of the Committee. The Committee shall dissolve on the Effective Date and the members of such Committee shall be released and discharged from all further rights and duties arising from or related to these Chapter 11 Cases, except with respect to, and to the extent of, any applications for Professional Fee Claims or expense reimbursements for members of such Committee. The Professionals retained by the Committee shall not be entitled to assert any Administrative Expense Claims nor shall they have an Allowed Administrative Expense Claims for any services rendered or expenses incurred after the Effective Date except in respect of the preparation and prosecution of or any objection to any Filed fee application. 6. Successors and Assigns. The rights, benefits and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such Person. 7. Governing Law. Except to the extent that the Bankruptcy Code or Bankruptcy Rules or other federal laws is applicable, and subject to the provisions of any contract, instrument, release, or other agreement or document entered into in connection with the Plan, the construction, implementation and enforcement of the Plan and all rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles which would apply the law of a jurisdiction other than the State of Delaware or the United States of America. ARTICLE IV VOTING REQUIREMENTS, ACCEPTANCE AND CONFIRMATION OF THE PLAN A. General

The Bankruptcy Code requires that, in order to confirm the Plan, the Bankruptcy Court must make a series of findings concerning the Plan and the Debtors, including that (i) the Plan has classified Claims in a permissible manner; (ii) the Plan complies with applicable provisions of the Bankruptcy Code; (iii) the Plan Proponents have complied with applicable provisions of the Bankruptcy Code; (iv) the Plan Proponents have proposed the Plan in good faith and not by any means forbidden by law; (v) the disclosure required by Section 1125 of the Bankruptcy Code has been made; (vi) the Plan has been accepted by the requisite votes of Holders of Claims

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(except to the extent that cramdown is available under Section 1129(b) of the Bankruptcy Code) (see Acceptance of Plan and Confirmation Without Acceptance of All Impaired Classes below); (vii) the Plan is feasible and confirmation is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors under the Plan unless such liquidation or reorganization is proposed in the Plan; (viii) the Plan is in the best interests of all Holders of Claims in an Impaired Class by providing to such Holders on account of their Claims property of a value, as of the Effective Date, that is not less than the amount that such Holder would receive or retain in a Chapter 7 liquidation, unless each Holder of a Claim in such Class has accepted the Plan; and (ix) all fees and expenses payable under 28 U.S.C. 1930, as determined by the Bankruptcy Court at the hearing on confirmation, have been paid or the Plan provides for the payment of such fees on the Effective Date. B. Parties in Interest Entitled to Vote

Pursuant to the Bankruptcy Code, only Classes of Claims that are impaired (as defined in Section 1124 of the Bankruptcy Code) under the Plan are entitled to vote to accept or reject the Plan. A Class is impaired if the legal, equitable or contractual rights to which the Claims of that Class entitled the Holders of such Claims are modified, other than by curing defaults and reinstating the Claims. Classes that are not impaired are not entitled to vote on the Plan and are conclusively presumed to have accepted the Plan. In addition, Classes that receive no distributions under the Plan are not entitled to vote on the Plan and are deemed to have rejected the Plan. C. Classes Impaired and Entitled to Vote under the Plan The following Class is Impaired under the Plan and entitled to vote on the Plan: Class 3 Claim General Unsecured Claims Status Impaired Voting Right Entitled to vote

Acceptances of the Plan are being solicited only from Holders of Claims in Class 3 that will or may receive consideration under the Plan. Holders of Interests in Class 4 are deemed to reject the Plan. Holders of Claims in Classes 1 and 2 are deemed to accept the Plan and are not entitled to vote. D. Voting Procedures and Requirements

VOTING ON THE PLAN BY EACH HOLDER OF AN IMPAIRED CLAIM ENTITLED TO VOTE ON THE PLAN IS IMPORTANT. YOU SHOULD COMPLETE, SIGN AND RETURN EACH BALLOT YOU RECEIVE. 1. Ballots

The Disclosure Statement Order sets November [7], 2012, as the record date for voting on the Plan (the Record Date). Accordingly, only Holders of record as of the Record Date, that are otherwise entitled to vote under the Plan, will receive a Ballot and may vote on the Plan.

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In voting for or against the Plan, please use only the Ballot sent to you with this Disclosure Statement. If you are a member of Class 3 and did not receive a Ballot, if your Ballot is damaged or lost or if you have any questions concerning voting procedures, please call the Debtors voting agent, BMC Group, Inc., at 888-909-0100. In most cases, each Ballot enclosed with this Disclosure Statement has been encoded for voting purposes with information. PLEASE FOLLOW THE DIRECTIONS CONTAINED ON THE ENCLOSED BALLOT CAREFULLY. 2. Returning Ballots

If you are a Holder of a Claim entitled to vote, you should complete, sign and return your Ballot with original signature in the enclosed envelope to: (i) if by mail: BMC Group, Inc., Attn: GameTech International Inc. Claims Processing, PO Box 3020, Chanhassen, MN 55317-3020, or (ii) if by Fedex or hand delivery: BMC Group, Inc., Attn: GameTech International Inc. Claims Processing, 18675 Lake Drive East, Chanhassen, MN 55317. Votes cannot be transmitted orally. Facsimile and/or emailed Ballots will not be accepted. To be counted, original signed Ballots must be received on or before [______], at 5:00 p.m. (prevailing Eastern Time). If you have any questions concerning your ballot, please call BMC Group, Inc., LLC at 888-909-0100. IT IS OF THE UTMOST IMPORTANCE TO THE PLAN PROPONENTS, AND THE PLAN PROPONENTS REQUEST, THAT YOU VOTE PROMPTLY TO ACCEPT THE PLAN. 3. Voting

Pursuant to the Disclosure Statement Order (a copy of which is enclosed herewith solely for the purposes of voting to accept or reject the Plan and not for the purpose of allowance of, or distribution on account of, a Claim and without prejudice to the rights of the Debtors in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the Plan will be temporarily Allowed in an amount equal to the amount of such Claim as set forth in a timely filed proof of claim (provided no objection to such Claim has been filed), or, if no proof of claim was filed, the amount of such Claim as set forth in the Schedules (provided that amount of such Claim is not listed as disputed, contingent or unliquidated). Moreover, each Claim to which an objection has been filed by [________], shall be temporarily Allowed for voting purposes only to the extent and in the manner and amount as may be set forth as the proposed allowed amount or classification in such objection, unless such Holder files a motion pursuant to Federal Rule of Bankruptcy Procedure 3018(a) no later than [________], at 4:00 p.m. (prevailing Eastern Time) and the Bankruptcy Court grants the motion temporarily allowing the Claim for purposes of voting to accept or reject the Plan. E. Confirmation

The Bankruptcy Code requires the Bankruptcy Court, after notice, to conduct a hearing regarding whether the proponent has fulfilled the confirmation requirements of Section 1129 of the Bankruptcy Code. The Confirmation Hearing has been scheduled for December [__], 2012 (prevailing Eastern Time) before the Honorable Peter J. Walsh, United States Bankruptcy Judge, United States Bankruptcy Court for the District of Delaware, in his Courtroom on the 6th Floor, 824 Market Street, Wilmington, Delaware 19801. The Confirmation Hearing may be adjourned
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from time to time by the Bankruptcy Court without further notice, except for an announcement at the Confirmation Hearing of the date to which the Confirmation Hearing has been adjourned, or an entry on the Bankruptcy Courts docket. At the Confirmation Hearing, the Bankruptcy Court will confirm the Plan only if the requirements of Section 1129 of the Bankruptcy Code are met. F. Acceptance of Plan

As a condition to confirmation, the Bankruptcy Code requires that each class of impaired claims vote to accept the Plan, except under certain circumstances. See Confirmation Without Acceptance of All Impaired Classes below. A plan is accepted by an impaired class of claims if Holders of at least two-thirds in dollar amount and more than one-half in number of claims of those that vote in such class vote to accept the plan. Only those Holders of claims who actually vote count in these tabulations. Holders of claims who fail to vote are not counted as either accepting or rejecting a plan. In addition to this voting requirement, Section 1129 of the Bankruptcy Code requires that a plan be accepted by each Holder of a claim or interest in an impaired class or that the plan otherwise be found by the Bankruptcy Court to be in the best interests of each Holder of a claim or interest in such class. See Best Interests Test below. In addition, each impaired class must accept the plan for the plan to be confirmed without application of the fair and equitable and unfair discrimination tests in Section 1129(b) of the Bankruptcy Code discussed below. See Confirmation Without Acceptance of All Impaired Classes below. G. Confirmation Without Acceptance of All Impaired Classes

Because Holders of Interests in Class 4 are deemed to have rejected the Plan, the Plan Proponents are seeking confirmation of the Plan as to Class 4, and as to any other Class that votes to reject the Plan, pursuant to Section 1129(b) of the Bankruptcy Code. The Bankruptcy Code contains provisions for confirmation of a plan even if it is not accepted by all impaired classes, as long as at least one impaired class of claims or interests has accepted it. These socalled cramdown provisions are set forth in Section 1129(b) of the Bankruptcy Code. A plan may be confirmed under the cramdown provisions if, in addition to satisfying all other requirements of Section 1129(a) of the Bankruptcy Code, it (i) does not discriminate unfairly and (ii) is fair and equitable, with respect to each class of claims or interests that is impaired under, and has not accepted, the plan. As used by the Bankruptcy Code, the phrases discriminate unfairly and fair and equitable have specific meanings unique to bankruptcy law. The requirement that a plan not discriminate unfairly means, among other things, that a dissenting class must be treated substantially equally with respect to other classes of equal rank. The fair and equitable standard, also known as the absolute priority rule, requires, among other things, that unless a dissenting unsecured class of claims or a class of interests receives full compensation for its allowed claims or allowed interests, no Holder of claims or interests in any junior class may receive or retain any property on account of such claims or interests. More specifically, Section 1129(b) of the Bankruptcy Code provides that a plan can be confirmed under that section if: (i) with respect to a secured class, (a) the Holders of such claims retain the

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liens securing such claims to the extent of the allowed amount of such claims and that each Holder of a claim of such class receives deferred cash payments totaling, and having a value at least equal to the allowed amount of such claim as of the plans effective date or (b) such Holders realize the indubitable equivalent of such claims; (ii) with respect to an unsecured claim, either (a) the impaired unsecured creditor must receive property of a value equal to the amount of its allowed claim, or (b) the Holders of claims that are junior to the claims of the dissenting class may not receive any property under the plan; or (iii) with respect to a class of interests, either (a) each Holder of an interest in such class must receive or retain on account of such interest property of a value, equal to the greater of the allowed amount of any fixed liquidation preference, to which such Holder is entitled, any fixed redemption price to which such Holder is entitled or the value of such interest, or (b) the Holder of any interest that is junior to the interest of such class may not receive or retain any property on account of such junior interest. H. Best Interests Test

In order to confirm the Plan, the Bankruptcy Court must independently determine that the Plan is in the best interests of each Holder of a Claim in any such impaired Class who has not voted to accept the Plan. Accordingly, if an impaired Class does not unanimously accept the Plan, the best interests test requires the Bankruptcy Court to find that the Plan provides to each member of such impaired Class a recovery on account of the Class members Claim that has a value, as of the Effective Date, at least equal to the value of the distribution that each such member would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date. I. Liquidation Analysis

By the time of proposed confirmation of the Plan, the Debtors will have liquidated substantially all of their assets or will be in the process of liquidating any remaining assets. The Plan Proponents believe that liquidation under Chapter 11 is more beneficial to the Holders of Allowed Claims than a liquidation under Chapter 7 because the Plan allows the Debtors remaining assets to be promptly administered pursuant to the trust formed pursuant to the Plan. Additionally, if these cases were to be converted to Chapter 7 cases, the Debtors Estates would incur the costs of payment of a statutorily allowed commission to the Chapter 7 trustee, as well as the costs of counsel and other professionals retained by the trustee. The Plan Proponents believe such amount would exceed the amount of expenses that will be incurred in implementing the Plan and winding up the affairs of the Debtors. Conversion also would likely delay the liquidation process and the ultimate distribution, if any, to Creditors. The Debtors Estates would also be obligated to pay all unpaid expenses incurred by the Debtors during these Chapter 11 Cases (such as compensation for Professionals) which are allowed in the Chapter 7 cases. Accordingly, the Proponents believe that Holders of Allowed Claims and Allowed Interests would receive less than anticipated under the Plan if the Chapter 11 Cases were converted to Chapter 7 cases. J. Feasibility Under Section 1129(a)(11) of the Bankruptcy Code, the proponent must show that

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confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor to the Debtors (unless such liquidation or reorganization is proposed in the Plan). The Plan clearly complies with this requirement because all of the Debtors remaining assets will be distributed to Creditors pursuant to the terms of the Plan and, provided the Plan is confirmed and consummated, the Estates will no longer exist to be subject to future reorganization or liquidation. K. Compliance with the Applicable Provisions of the Bankruptcy Code

Section 1129(a)(1) of the Bankruptcy Code requires that the Plan comply with the applicable provisions of the Bankruptcy Code. The Plan Proponents have considered each of these issues in the development of the Plan and believes that the Plan complies with all applicable provisions of the Bankruptcy Code. ARTICLE V ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN The Plan Proponents believe the Plan affords Creditors the potential for the greatest realization on the Debtors assets and, therefore, is in the best interests of the Estates. If the Plan is not confirmed, the only viable alternatives are dismissal of the Chapter 11 Cases or conversion to Chapter 7 of the Bankruptcy Code. Neither of these alternatives is preferable to confirmation and consummation of the Plan. If the Chapter 11 Cases were dismissed, creditors would revert to a race to the courthouse, the result being that creditors would not receive a fair and equitable distribution of the Debtors remaining assets. The Plan Proponents believe that the Plan provides a greater recovery to creditors than would be achieved in a Chapter 7. Therefore, a Chapter 7 case is not an attractive or superior alternative to the Plan. Thus, the Plan represents the best available alternative for maximizing returns to Creditors. ARTICLE VI RISK FACTORS A. Allowed Claims May Exceed Estimates

Any Distributions are based upon the Plan Proponents good faith estimate of the total amount of Claims ultimately Allowed and the funds available for distribution. The actual amount of Allowed Claims in any Class could be greater than anticipated, which will impact the Distributions to be made to Holders of Allowed Claims. B. Plan May Not Be Accepted or Confirmed

The Proponents cannot provide assurances that the Plan will ultimately be confirmed by the Bankruptcy Court. Among other things, there is no certainty the Plan will be accepted by the requisite Class entitled to vote under the Plan. Thus, while the Proponents believe the Plan will be confirmable under the standards set forth in Section 1129 of the Bankruptcy Code, there is no guarantee that the Bankruptcy Court will confirm the Plan.

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ARTICLE VII CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN Any discussion of United States federal tax issues set forth in this Disclosure Statement is written in connection with the solicitation of acceptance of a liquidation plan. Such discussion is not intended or written to be legal or tax advice to any person and is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any U.S. federal tax penalties that may be imposed on such person. Each creditor should seek advice based on its particular circumstances from an independent tax advisor. The following discussion addresses certain United States federal income tax consequences of the consummation of the Plan. This discussion is based upon the Internal Revenue Code of 1986, as amended (the Tax Code), existing and proposed regulations thereunder, current administrative rulings, and judicial decisions as in effect on the date hereof, all of which are subject to change, possibly retroactively. No rulings or determinations by the Internal Revenue Service have been obtained or sought by the Proponents with respect to the Plan. An opinion of counsel has not been obtained with respect to the tax aspects of the Plan. This discussion does not purport to address the federal income tax consequences of the Plan to particular classes of taxpayers (such as foreign persons, S corporations, mutual funds, small business investment companies, regulated investment companies, broker-dealers, insurance companies, tax-exempt organizations and financial institutions) or the state, local or foreign income and other tax consequences of the Plan. NO REPRESENTATIONS ARE MADE REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE PLAN TO ANY HOLDER OF A CLAIM OR INTEREST. EACH HOLDER OF A CLAIM OR INTEREST IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN AND IN THE PLAN. A. Federal Income Tax Consequences to Holders of Claims and Interests

A Holder of an Allowed Claim will generally recognize ordinary income to the extent that the amount of Cash or property received (or to be received) under the Plan is attributable to interest that accrued on a Claim but was not previously paid by the Debtors or included in income by the Holder of the Allowed Claim. Holders previously required to include in their gross income any accrued but unpaid interest on a Claim may be entitled to recognize a deductible loss to the extent such interest is not satisfied under the Plan. A Holder of an Allowed Claim will generally recognize gain or loss equal to the difference between the Holder's adjusted basis in its Claim and the amount realized by the Holder upon consummation of the Plan that is not attributable to accrued but unpaid interest. The amount realized will equal the sum of Cash and the fair market value of other consideration received (or to be received). The character of any gain or loss that is recognized will depend upon a number of factors, including the status of the Creditor, the nature of the Claim or Interest in its hands, whether the Claim or Equity Interest was purchased at a discount, whether and to what extent the Creditor has previously claimed a bad debt deduction with respect to the Claim or Interest, and the creditor's holding period of the Claim or Interest. If the Claim or Interest in the creditor's hands

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is a capital asset, the gain or loss realized will generally be characterized as a capital gain or loss. If the Creditor is a non-corporate taxpayer, such gain or loss will constitute long-term capital gain or loss if the creditor held such Claim or Interest for longer than one year or short-term capital gain or loss if the creditor held such Claim or Interest for one year or less. A Holder of an Allowed Claim who receives, in respect of its Claim, an amount that is less than its tax basis in such Claim may be entitled to a bad debt deduction if either: (i) the Holder is a corporation or (ii) the Claim constituted (a) a debt created or acquired (as the case may be) in connection with a trade or business of the Holder or (b) a debt the loss from the worthlessness of which is incurred in the Holders trade or business. A Holder that has previously recognized a loss or deduction in respect of its Claim may be required to include in its gross income (as ordinary income) any amounts received under the Plan to the extent such amounts exceed the Holder's adjusted basis in such Claim. Holders of Claims who were not previously required to include any accrued but unpaid interest in their gross income with respect to a Claim or Interest may be treated as receiving taxable interest income to the extent any consideration they receive under the Plan is allocable to such interest. Holders of a Claim constituting an installment obligation for tax purposes may be required to currently recognize any gain remaining with respect to such obligation if, pursuant to the Plan, the obligation is considered to be satisfied at other than its face value, distributed, transmitted, sold or otherwise disposed of within the meaning of Section 453B of the Tax Code. The Holders of Claims in Class 3 may receive only a partial Distribution on their Claims. The Holders of Interests in Class 4 will not retain any interest in the Liquidating Trust as described above. Whether the Holder of such Claims or Interests will recognize gain or loss, a deduction for worthless securities or any other tax treatment will depend upon facts and circumstances that are specific to the nature of the Holder and its Claims or Interests. Accordingly, to determine any tax consequences as a result of consummation of the Plan, Holders of Claims and Interests should consult their respective tax advisors. Under backup withholding rules, a Holder of an Allowed Claim may be subject to backup withholding at the rate of twenty-eight percent (28%) with respect to payments made pursuant to the Plan unless such Holder (a) is a corporation or is otherwise exempt from backup withholding and, when required, demonstrates this fact or (b) provides a correct taxpayer identification number and certifies under penalty of perjury that the taxpayer identification number is correct and that the Holder is not subject to backup withholding because of failure to report all dividend and interest income. Any amount withheld under these rules will be credited against the Holder's federal income tax liability. Holders of Claims may be required to establish an exemption from backup withholding or to make arrangements with regard to payment thereof. B. Federal Income Tax Consequences to the Debtors 1. Cancellation of Indebtedness

Under the Tax Code, a taxpayer generally must include in gross income the amount of any cancellation of indebtedness income (COD Income) realized during the taxable year.
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Section 108 of the Tax Code provides an exception to this general rule, however, if the cancellation occurs in a case under the Bankruptcy Code, but only if the taxpayer is under the jurisdiction of the Bankruptcy Court and the cancellation is granted by the Bankruptcy Court or is pursuant to a plan approved by the Bankruptcy Court. Section 108 of the Tax Code requires the amount of COD Income so excluded from gross income to be applied to reduce certain tax attributes of the taxpayer. It is uncertain how these rules should apply in a liquidating plan which does not provide for a formal cancellation of claims. In any event, however, even if COD Income is realized and excluded by the Debtors and the tax attributes of the Debtors are reduced or eliminated, this should have no material affect, however, as following the Effective Date the Debtors will not own non-Cash assets of significant value. C. Importance of Obtaining Professional Tax Assistance

The foregoing is intended to be only a summary of certain of the United States federal income tax consequences of the Plan and is not a substitute for careful tax planning with a tax professional. Holders of Claims or Interests are strongly urged to consult with their own tax advisors regarding the federal, state, local and foreign income and other tax consequences of the Plan, including, in addition to the issues discussed above, whether a bad debt deduction may be available with respect to their Claims and if so, when such deduction or loss would be available. THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, HOLDERS OF CLAIMS OR INTERESTS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS. ARTICLE VIII RECOMMENDATION AND CONCLUSION THE PLAN PROPONENTS BELIEVE THAT CONFIRMATION AND CONSUMMATION OF THE PLAN IS IN THE BEST INTERESTS OF CREDITORS AND THAT THE PLAN SHOULD BE CONFIRMED. THE PLAN PROPONENTS STRONGLY RECOMMEND ALL CREDITORS WHO RECEIVE A BALLOT TO VOTE IN FAVOR OF THE PLAN. [SIGNATURES ON NEXT PAGE]

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Dated: October 10, 2012 GREENBERG TRAURIG, LLP Dennis A. Meloro (DE Bar No 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com and Nancy A. Mitchell Matthew L. Hinker 200 Park Avenue New York, New York 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 Email: mitchelln@gtlaw.com hinkerm@gtlaw.com -andDavid D. Cleary 2375 East Camelback Road, Suite 700 Phoenix, AZ 85016 Telephone: (602) 445-8000 Facsimile: (602) 445-8100 Email: clearyd@gtlaw.com Counsel for the Debtors and Debtors-in- Possession KLEHR, HARRISON, HARVEY, BRANZBURG, LLP Richard M. Beck (DE Bar No. 3370) 1835 Market Street Philadelphia, Pennsylvania 19103 Telephone: (215) 569-2299 Facsimile: (215) 568-6603 Emails: rbeck@klehr.com Counsel for the Official Committee of Unsecured Creditors

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