UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

__________________________________________

)

In re:

)

Chapter 11

)

INLAND FIBER GROUP, LLC, and

)

Bankr. Case No.: 06-10884 (     )

FIBER FINANCE CORP.,

)

Bankr. Case No.: 06-10885 (     )

)

Debtors.

)

__________________________________________)

JOINT PLAN OF REORGANIZATION

OF DEBTORS INLAND FIBER GROUP, LLC, AND FIBER FINANCE CORP.

DECHERT LLP

Glenn E. Siegel

Scott M. Zimmerman

David C. McGrail

Davin J. Hall

30 Rockefeller Center

New York, New York  10112

-and-

ASHBY & GEDDES, P.A.

William P. Bowden (I.D. #2553)

Don A. Beskrone (I.D. #4380)

Ricardo Palacio (I.D. #3765)

Amanda M. Winfree (I.D. #4615)

222 Delaware Avenue

Wilmington, Delaware  19899

Proposed Co-Counsel for the Debtors

and Debtors-in-Possession

Dated:  August 18, 2006

Inland Fiber Group, LLC, and Fiber Finance Corp., the above-captioned debtors and debtors-in-possession, propose the following joint plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code.

ARTICLE I

DEFINITIONS

The following terms used in the Plan shall have the meanings specified below, and such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context otherwise requires.  Any terms defined in the Disclosure Statement and not otherwise defined herein shall have the meanings set forth in the Disclosure Statement when used herein.  Any term used in the Plan, whether or not capitalized, that is not defined in the Plan or in the Disclosure Statement, but that is defined in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning set forth in the Bankruptcy Code or the Bankruptcy Rules.

1.1.

Action:  The action entitled U.S. Bank National Association v. U.S. Timberlands Klamath Falls, L.L.C., et al., currently pending in the Chancery Court, Civil Action No. 112-N.

1.2.

Actions:  The Action and Related Action.

1.3.

Additional Funding:  The amount of Cash to be contributed by AFR to IFG on the Effective Date pursuant to the AFR Contribution Agreement, which shall be equal to the Settlement Amount, less the Sale Proceeds, less $8,300,000 to be provided by AIG and Gulf pursuant to the Global Claims Release and Insurer Settlement Agreement, in each instance on the terms and conditions set forth in Section 6.2 hereof.

1.4.

Administrative Claims:  The collective reference to all Claims for costs and expenses of administration of these Cases with priority under Bankruptcy Code 507(a)(2), costs and expenses allowed under Bankruptcy Code 503(b), the actual and necessary costs and expenses of preserving the respective Estates of the Debtors and operating the Debtors business, any indebtedness or obligations incurred or assumed by either of the Debtors pursuant to Bankruptcy Code 364 or otherwise, professional fees and expenses of the Debtors and any Committee, in each case to the extent allowed by an order of the Bankruptcy Court under Bankruptcy Code 330(a) or 331, and any fees or charges assessed against the respective Estates under 28 U.S.C. 1930.

1.5.

Affiliate:  This term shall have the meaning assigned to it in Bankruptcy Code 101(2); provided, however, that where the context so requires, the term debtor in such section shall mean that entity to which the defined term Affiliate refers.

1.6.

AIG:  AIG Domestic Claims, Inc., on behalf of American International Specialty Lines Insurance Company.

1.7.

AFR:  American Forest Resources, LLC, a Delaware limited liability company and the owner of 100% of the membership interests in Holdings.  

1.8.

AFR Contribution Agreement:  That certain contribution agreement among the Debtors and AFR, dated 18, 2006, a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference.

1.9.

Allowance Date:  With reference to a particular Claim, the date on which such Claim becomes an Allowed Claim; provided, however, that, if a Claim becomes an Allowed Claim pursuant to an order of the Bankruptcy Court, the Allowance Date shall be the date on which such order becomes a Final Order, and if a Claim becomes an Allowed Claim pursuant to the Plan, the Allowance Date shall be deemed the Effective Date.

1.10.

Allowed:  Such word shall mean, with reference to a Claim:  (a) any Claim against a Debtor that has been listed by such Debtor in the Schedules, as liquidated in an amount greater than zero dollars and not disputed or contingent and for which no contrary Proof of Claim has been filed and as to which no timely objection has been interposed; (b) any Claim as to which a Proof of Claim has been timely filed and (i) no objection to the allowance thereof has been timely interposed on or before the Claims Objection Deadline and (ii) such Claim has not been withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or otherwise), or otherwise deemed satisfied in full; (c) any Claim as to which any objection thereto has been determined by a Final Order in favor of the respective Claim Holder, or any such objection has been settled, waived through payment, or withdrawn; (d) any Claim that has otherwise been allowed by a Final Order; (e) any Claim as to which, upon the lifting of the automatic stay pursuant to Bankruptcy Code 362, the liability of a Debtor, allowance, and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court; (f) any Administrative Claim for goods or non-professional services provided to the Debtors during these Cases in the ordinary course of the Debtors business that has not been withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or otherwise in the ordinary course of the Debtors business), or otherwise deemed satisfied in full in the ordinary course of the Debtors business; or (g) any Claim that is expressly deemed an Allowed Claim under the Plan.  Unless otherwise ordered by the Bankruptcy Court prior to Confirmation, or as specifically provided to the contrary in this Plan with respect to any particular Claim, an Allowed Claim shall not include (i) any interest on such Claim to the extent accruing or maturing on or after the Petition Date, (ii) punitive or exemplary damages, or (iii) any fine, penalty, or forfeiture.  

1.11.

Allowed . . . Claims:  All Allowed Claims in the particular Class or of the specific type or nature described.

1.12.

Asset Purchase Agreement:  That certain asset purchase agreement, by and between IFG, as seller, and Richard L. Wendt, as purchaser, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.

1.13.

Asset Sale:  The sale of all of IFGs Assets to the Purchaser pursuant to the Asset Purchase Agreement or such other sale of all of IFGs Assets as is approved by the Bankruptcy Court.

1.14.

Assets:  All of the right, title, and interest of either of the Debtors in and to any and all assets and property, whether tangible, intangible, real, or personal, that constitute property of the respective Estates within the purview of Bankruptcy Code 541, including any and all claims, Causes of Action, and/or rights of the respective Debtors under federal and/or state law.

1.15.

Avoidance Claims:  All of the Debtors and the Estates Causes of Action against Persons arising under any of Bankruptcy Code 547, 548, 549, or 550, or under similar or related state or federal statutes and common law, including all preference, fraudulent conveyance, fraudulent transfer, and/or other similar avoidance claims, rights, and Causes of Action, whether or not litigation has been commenced as of the Effective Date to prosecute such Avoidance Claims.

1.16.

Ballot:  The form distributed to each Holder (as determined as of the Voting Record Date) of an impaired Claim in Classes 3A or 3B, on which is to be indicated either an acceptance or rejection of the Plan.

1.17.

Bankruptcy Code:  Title 11 of the United States Code, as amended from time to time, and made applicable to these Cases.

1.18.

Bankruptcy Court:  The United States Bankruptcy Court for the District of Delaware or any other court of competent jurisdiction exercising jurisdiction over these Cases.

1.19.

Bankruptcy Rules:  The Federal Rules of Bankruptcy Procedure, promulgated under Section 2075, Title 28, United States Code, as amended from time to time, and made applicable to these Cases.

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1.20.

Business Day:  A day other than a Saturday, Sunday, legal holiday (as such term is defined in Bankruptcy Rule 9006(a)), or any other day on which commercial banks in Wilmington, Delaware are authorized or required by law to close.

1.21.

(These) Cases:  The cases of the Debtors commenced by voluntary petitions under Chapter 11 of the Bankruptcy Code, filed on the Petition Date, in the Bankruptcy Court.

1.22.

Cash:  Legal tender of the United States of America and equivalents thereof.

1.23.

Cause of Action:  Any and all actions, proceedings, causes of action, claims, suits, accounts, controversies, rights to legal or equitable remedies, and rights to payment, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured and whether asserted or unasserted, in law, equity or otherwise.

1.24.

Chancery Court:  The Court of Chancery of the State of Delaware in and for New Castle County.

1.25.

Chapter 11:  Chapter 11 of the Bankruptcy Code.

1.26.

Claim:  Any right to payment from either of the Debtors arising, or with respect to which the obligation giving rise to such right has been incurred, before the Effective Date, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or any right to an equitable remedy for breach of performance arising, or with respect to which the obligation giving rise to such right has been incurred, before the Effective Date, if such breach gives rise to a right to payment from either of the Debtors, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

1.27.

Claims Objection Deadline:  With respect to any Claim, the date on or before the later of (i) the 60th day following the Effective Date, (ii) the 60th day after the date a Proof of Claim or request for payment, as applicable, is filed, or (iii) such later date as may be established from time to time by entry of an order, prior to the expiration of the dates set forth in clauses (i) and (ii) hereof, by the Bankruptcy Court establishing the last date for filing objections to Claims.

1.28.

Class:  A category, designated herein, of Claims or Interests that are substantially similar to the other Claims or Interests in such category as specified in Article II hereof.

1.29.

Committee:  Any official committee of unsecured creditors appointed in these Cases pursuant to 11 U.S.C. 1102.

1.30.

Confirmation:  The entry on the docket of the Bankruptcy Court of the Confirmation Order.

1.31.

Confirmation Date:  The date upon which Confirmation occurs.

1.32.

Confirmation Order:  The order of the Bankruptcy Court confirming the Plan.

1.33.

Creditor:  Any Holder of an Claim against either of the Debtors that arose (or is based on an obligation incurred) on or before the Petition Date, including any Allowed Claim against either of the respective Estates of a kind specified in Bankruptcy Code 502(g), (h), or (i).

1.34.

Debtor:  Either of the Debtors.

1.35.

Debtor Parties:  Collectively, the Debtors, the Reorganized Debtors, the Estates, and any Person seeking to exercise the rights of the Estates, including any successor to the Debtors or any Estate representative appointed or selected pursuant to Bankruptcy Code 1123(b) or otherwise (including any Chapter 11 or Chapter 7 trustee appointed in these cases), on their own behalf and on behalf of all the Debtors respective Interest Holders and Creditors derivatively.

1.36.

Debtors:  IFG and FFC.

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1.37.

Defendant Related Finance Parties:  Collectively, MBIA, MBIA Inc., BNY Midwest Trust Company in its capacity as trustee under the Yakima Indenture, Autobahn Funding Company LLC and DZ Bank and their affiliates, subsidiaries, and parents and any of their respective present or former shareholders, partners, members, managers, directors, officers, employees, agents, appraisers, advisors, financial advisors, insurers or reinsurers, attorneys, administrators, executors, controlling persons, liquidators, subrogees, accountants, lenders and credit enhancers, and representatives, and all of their respective heirs, representatives, predecessors, successors, and assigns.

1.38.

Defendant Related Parties:  Collectively, (i) the Defendants D&O insurers and reinsurers, affiliates, subsidiaries, parents, present or former shareholders, partners, members, managers, directors, officers, employees, agents, appraisers, advisors, financial advisors, attorneys, administrators, executors, controlling persons, liquidators, subrogees, accountants, and representatives, and all of their respective heirs, representatives, predecessors, successors, and assigns, (ii) the IFG Related Parties, and (iii) the Outside Director Related Parties; provided, however, that no Defendant Related Finance Party shall be a Defendant Related Party.

1.39.

Defendant Released Parties:  Collectively, the Defendants, the Defendant Related Finance Parties, and the Defendant Related Parties.

1.40.

Defendants:  Collectively, the Debtors, AFR, Cascades Resource Holdings Group, LLC, Timber Resources Services, LLC, John M. Rudey, Alan B. Abramson, Aubrey L. Cole, George R. Hornig, Robert F. Wright, and William A. Wyman, in their capacity as defendants in the Action.

1.41.

Delay Interest:  In the event that the Effective Date has not occurred by November 30, 2006, except as a direct result of any Noteholder Act, the amount of interest that would accrue on $155,250,000, calculated at an annualized rate of 9 5/8% per year, from (i) June 15, 2006 through the Petition Date, plus (ii) from November 15, 2006 through the Effective Date.

1.42.

Disclosure Statement:  The disclosure statement and all supplements and exhibits thereto that relate to the Plan and are approved by the Bankruptcy Court pursuant to Bankruptcy Code 1125.

1.43.

Disputed Claim:  A Claim as to which a Proof of Claim has been filed, or deemed filed under applicable law, as to which an objection has been or may be timely filed and which objection, if timely filed, has not been withdrawn and has not been overruled or denied by a Final Order.  Prior to the Claims Objection Deadline, for the purpose of the Debtors obligation under Section 6.13(a) of the Plan to establish the Disputed Claims Reserve and for all other purposes under the Plan, a Claim shall be considered a Disputed Claim to the extent of the applicable dispute if:  (i) the amount of the Claim specified in the Proof of Claim exceeds the amount of any corresponding Claim scheduled by the Debtors in their Schedules; (ii) any corresponding Claim scheduled by the Debtors in their Schedules has been scheduled as disputed, contingent, or unliquidated, irrespective of the amount scheduled; or (iii) no corresponding Claim has been scheduled by the Debtors in their Schedules.

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1.44.

Disputed Claims Reserve:  This term shall have the meaning set forth in Section 6.13(a) hereof.

1.45.

Disputed Class . . . Claim:  Any Disputed Claim in the particular Class described.

1.46.

Dissolved Entities:  Those of the Debtors, if any, that the Debtor(s) decide to dissolve in the manner set forth in Section 6.5 of the Plan.

1.47.

Distribution Date:  The Effective Date (or as soon thereafter as is practicable).

1.48.

DZ Bank:  DZ Bank AG Deutsche Zentral Genossenschaftsbank, Frankfurt am Main, in its capacity as administrative agent to Autobahn Funding Company LLC under the Yakima Indenture.

1.49.

Effective Date:  The Business Day on which the Plan becomes effective as provided in Article VIII hereof.

1.50.

Escrow Agent:  This term shall have the meaning set forth in Section 6.4 hereof.

1.51.

Estate(s):  Individually, the estate of each Debtor in these Cases, and, together, the estates of both Debtors in these Cases, created pursuant to Bankruptcy Code 541.

1.52.

Executory Contract:  Any executory contract or unexpired lease, subject to Bankruptcy Code 365, between either of the Debtors and any other Person or Persons.

1.53.

FFC:  Debtor Fiber Finance Corp., a Delaware corporation and wholly-owned subsidiary of IFG, which does not have any operations or significant assets.

1.54.

FFC Common Stock:  The 1,000 authorized shares of common stock, all of which have been issued and are outstanding, and any options, warrants, or rights, contractual or otherwise, to acquire any shares of such common stock.

1.55.

Final Order:  An order or judgment entered by the Bankruptcy Court or other applicable court that has not been reversed or stayed and as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to the Debtors or, in the event that an appeal, writ of certiorari, or reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court or other applicable court shall have been affirmed by the highest court to which such order or judgment was appealed, or certiorari has been denied, or from which reargument or rehearing was sought, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Bankruptcy Code 502(j), Rule 59, or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules may be but has not then been filed with respect to such order or judgment shall not cause such order or judgment not to be a Final Order.

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1.56.

General Unsecured Claims:  Unless otherwise specified in this Plan, all Claims (including any Rejection Claims, any Claims as provided for in, and determined in accordance with, Bankruptcy Code 506(a), and any undersecured or unsecured portions of Secured Claims, to the extent the Holder thereof has not timely elected application of Bankruptcy Code 1111(b)(2) with respect to such Claim) against either of the Debtors, provided that, in each case, such Claims are (A) not (i) Secured Claims (as provided for, and determined in accordance with, Bankruptcy Code 506(a)); (ii) Administrative Claims; (iii) Priority Claims; (iv) Tax Claims; (v) Notes Claims; or (vi) Intercompany Claims; and (B) not otherwise entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court.  

1.57.

Global Claims Release and Insurer Settlement Agreement:  That certain agreement among the Debtors, certain of the other Defendants, AIG, and Gulf, dated 18, 2006, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference.

1.58.

Gulf:  The Travelers Indemnity Company, as successor in interest by merger to Gulf Insurance Company.

1.59.

Holder:  The beneficial owner of any Claim or Interest.

1.60.

Holdings:  IFG Holdings, LLC, a Delaware limited liability company, which owns approximately 99% of the membership interests and 100% of the voting rights in IFG.

1.61.

IFG:  Debtor Inland Fiber Group, LLC, a Delaware limited liability company.

1.62.

IFG Membership Interests:  All membership interests in IFG, and any options, warrants, or rights, contractual or otherwise, to acquire any such interests.

1.63.

IFG Related Parties:  John M. Rudey and his immediate family and affiliated persons and entities (other than any Defendants) and their agents, appraisers, advisors, financial advisors, insurers or reinsurers, attorneys, administrators, executors, controlling persons, liquidators, subrogees, accountants, lenders and credit enhancers, or representatives, and all of their respective heirs, representatives, predecessors, successors, and assigns; provided, however, that no Defendant Related Finance Party shall be an IFG Related Party.

1.64.

Indenture:  The indenture, dated as of November 19, 1997, as the same may have been amended from time to time, among the Debtors, as issuers, and the Indenture Trustee, as indenture trustee, with respect to the Notes.

1.65.

Indenture Trustee:  U.S. Bank National Association, successor to State Street Bank & Trust Company, as trustee under the Indenture, and its successors and assigns thereunder.

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1.66.

Indenture Trustee Charges:  Any fees, expenses, or other charges payable under the Indenture, including, but not limited to, (i) fees and expenses payable to the Indenture Trustee, (ii) fees and expenses incurred by the Indenture Trustee, and (iii) any advances of Noteholders to fund the Action.

1.67.

Insured Claim:  Any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their business.

1.68.

Intercompany Claim:  Any claim, debt, or other obligation held by any Debtor, Affiliate, or subsidiary thereof against either Debtor.

1.69.

Interest:  An ownership interest in either of the Debtors as evidenced by an equity security (as such term is defined in Bankruptcy Code 101(16)) of any Debtor.

1.70.

Lien:  Any lien, security interest, or other charge or encumbrance of any kind (including on any personal property or real property), or any other type of preferential arrangement, easement, right of way, or other encumbrance on title to real property.

1.71.

MBIA:  MBIA Insurance Corporation.

1.72.

MBIA Debt:  The Secured Obligations, as defined in the Yakima Indenture, which include a principal amount estimated to be approximately $113.4 million as of the Petition Date.

1.73.

Net Settlement Amount:  The amount of Cash available for distribution to Holders of Class 3B Claims pursuant to Section 6.10(a) of the Plan.

1.74.

Noteholder:  Any holder of the Notes.

1.75.

Noteholder Act:  Any act taken, or any failure to act, by the Indenture Trustee or one or more of the Noteholders, which act or failure to act causes a delay in the Effective Date of the Plan beyond November 30, 2006.  Without limiting the foregoing, each of the following shall give rise to, cause, and constitute a Noteholder Act: (a) any violation of the Settlement Agreement by the Indenture Trustee or the Support and Lock-Up Agreement by the Indenture Trustee or any Noteholders; (b) any objection to the Disclosure Statement, the Plan, or any other Plan Document or to any effort to obtain acceptance of, or to confirm or implement, the Disclosure Statement, the Plan, or any other Plan Document (unless such objection is based on a good faith argument that there is an inconsistency between (i) the Support and Lock-Up Agreement and/or the Settlement Agreement and (ii) any Plan Document); (c) any vote for, consent to, or participation in the formulation of any plan other than the Plan or the filing of any involuntary bankruptcy or insolvency case or proceeding involving the Debtors or any Affiliates thereof, or initiation or participation in any similar proceedings for the benefit of creditors, including any proceeding for the dismissal of the Bankruptcy Cases or for their conversion to Chapter 7, the appointment of a trustee, receiver, conservator, examiner, or liquidator of the Debtors or any portion of their assets; (d) any solicitation or engagement in any inquiries, discussions, offers or proposals, or execution of any agreements relating to any disposition of the equity or Assets of the Debtors or their Affiliates or any plan of reorganization or liquidation, or any other recapitalization or

8

investment transaction for the Debtors or their Affiliates other than the Support and Lock-Up Agreement, the Settlement Agreement, the Plan or any amendment thereto, and any documents in support thereof; (e) any support or encouragement in any fashion of any person or entity to vote against the Plan or to take any other action prohibited under, or inconsistent with the intent or purpose of, the Support and Lock-Up Agreement or the Settlement Agreement; or (f) any other action taken directly or indirectly for the purpose of, or that results in, delaying, preventing, frustrating, or impeding acceptance, confirmation, or implementation of the Disclosure Statement, the Plan, or any other Plan Document.  Notwithstanding the foregoing or anything in the Plan to the contrary, the Indenture Trustee and the Noteholders shall be free to discuss among themselves any matter related to the Issuers and AFR, or their Affiliates, the Cases, or otherwise.  The Debtors failure to obtain the Additional Funding or consummate the Asset Sale, rendering them unable to make distributions to the Holders of Allowed Claims in Class 3B pursuant to Section 5.3 hereof shall not constitute a Noteholder Act.

1.76.

Noteholder Reimbursement Amount:  An amount equal to $948,000 in the aggregate that AFR shall pay to Golden Tree Asset Management, LP, Turnberry Capital Management, L.P., and QVT Financial LP on the Effective Date under the terms and conditions of the Support and Lock-Up Agreement and the AFR Contribution Agreement, to reimburse them for their fees and expenses incurred in connection with the Action, subject to their submission to the Debtors and the Indenture Trustee of the detailed written invoice(s) with respect to such fees and expenses.

1.77.

Notes:  The $225,000,000 aggregate principal amount of 9 5/8% notes due 2007, issued by the Debtors pursuant to the Indenture, with the Indenture Trustee, as indenture trustee, together with all documents, instruments, and agreements related thereto or entered into in connection therewith.

1.78.

Notes Claims:  Collectively, all Claims represented by, related to, arising under, or in connection with the Notes, including the sale, ownership, or distribution thereof (including with respect to any guarantees provided by FFC pursuant to the Indenture).

1.79.

Outside Director Related Parties:  Alan B. Abramson, Aubrey L. Cole, George R. Hornig, Robert F. Wright, and William A. Wyman and their agents, appraisers, advisors, financial advisors, insurers or reinsurers, attorneys, administrators, executors, controlling persons, liquidators, subrogees, accountants, lenders and credit enhancers, or representatives, and all of their respective heirs, representatives, predecessors, successors, and assigns; provided, however, that no Defendant Related Finance Party shall be an Outside Director Related Party.

1.80.

Person:  An individual, corporation, partnership, limited liability company, association, joint stock company, joint venture, estate, trust, unincorporated organization, government or any political subdivision thereof, or any other entity.

1.81.

Petition Date:  August 18, 2006, the date upon which the petitions for relief under Chapter 11 with respect to the Debtors commencing these Cases were filed.

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1.82.

Plan:  This Joint Plan of Reorganization, and all supplements and exhibits hereto, as the same may be amended or modified by the Debtors from time to time pursuant to, and in accordance with, the terms hereof, the Bankruptcy Code, and the Bankruptcy Rules.

1.83.

Plan Documents:  The documents and forms of documents specified or referenced in, and/or to be executed by either of the Debtors and/or any of the Reorganized Debtors pursuant to the terms hereof (including the Asset Purchase Agreement, the Global Claims Release and Insurer Settlement Agreement, the AFR Contribution Agreement, and the Settlement Agreement), as all such documents and forms of documents may be amended and/or supplemented from time to time in accordance with the Plan.

1.84.

Priority Claims:  All Claims that are entitled to priority pursuant to Bankruptcy Code 507(a) or (b) that are not Administrative Claims or Tax Claims.

1.85.

Preferred LLC Interest:  IFGs redeemable preferred equity interest in AFR.

1.86.

Professional(s):  Any professional(s) employed in these Cases pursuant to Bankruptcy Code 327, 328, or 1103 or otherwise, and any professional(s) seeking compensation or reimbursement of expenses in connection with these Cases pursuant to Bankruptcy Code 330, 331, and/or 503(b)(4).

1.87.

Professional Fees:  All fees due and owing to any Professional for compensation or reimbursement of costs and expenses relating to services incurred on and after the Petition Date and prior to the Effective Date.

1.88.

Proof of Claim:  Any written statement filed in these Cases by a Creditor in which such Creditor sets forth the amount owed and sufficient detail to identify the basis for a Claim.

1.89.

Purchaser:  Richard L. Wendt, individually.

1.90.

Reinstated or Reinstatement:  Either (i) leaving unaltered the legal, equitable, and contractual right to which a Claim entitles the Holder of such Claim so as to leave such Claim unimpaired in accordance with Bankruptcy Code 1124 or (ii) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (a) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in Bankruptcy Code 365(b)(2) or of a kind that Bankruptcy Code 365(b)(2) expressly does not require to be cured; (b) reinstating the maturity of such Claim as such maturity existed before such default; (c) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (d) if such Claim arises from any failure to perform a nonmonetary obligation, other than a default arising from a failure to operate a nonresidential real property lease subject to Bankruptcy Code 365(b)(1)(A), compensating the Holder of such Claim (other than either of the Debtors or an insider) for actual pecuniary loss incurred by such Holder as a result of such failure; and (e) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the Holder of

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