# Exhibit II-3. Sample Order for a Disclosure and Confirmation Hearing on a Prepackaged Plan

UNITED STATES BANKRUPTCY COURT\
SOUTHERN DISTRICT OF NEW YORK

x

:

In re: :

: Chapter 11 Case No.

\[NAME\], : \_\_-\_\_\_\_\_\_\_\_\_\_\_(\_\_)

:

> Debtor. :

\[DEBTOR'S ADDRESS\] : Tax ID No.

x \_\_\_\_\_\_\_\_\_\_\_\_\_

SUMMARY OF PLAN OF REORGANIZATION AND NOTICE OF HEARING TO CONSIDER (i)
DEBTOR'S COMPLIANCE WITH\
DISCLOSURE REQUIREMENTS AND (ii) CONFIRMATION OF PLAN OF REORGANIZATION

NOTICE IS HEREBY GIVEN as follows:

1\. On , (the "Petition Date"), \[name of debtor\], the above-captioned
debtor (the "Debtor"), filed with the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court") a proposed
plan of reorganization (the "Plan") and a proposed disclosure statement
(the "Disclosure Statement") pursuant to §§ 1125 and 1126(b) of title 11
of the United States Code (the "Bankruptcy Code"). Copies of the Plan
and the Disclosure Statement may be obtained upon request of Debtor's
counsel at the address specified below and are on file with the Clerk of
the Bankruptcy Court, \[address\], where they are available for review
between the hours of 9:00 a.m.--4:30 p.m. The Plan and Disclosure
Statement also are available for inspection on the Bankruptcy Court's
Internet site at www.nysb.uscourts.gov.

Summary of Plan of Reorganization

2\. \[Provide one paragraph general description of salient Plan
provisions, including whether proponent requests confirmation pursuant
to 11 U.S.C. § 1129(b).\] Votes on the Plan were solicited prior to the
Petition Date. The following chart summarizes the treatment provided by
the Plan to each class of claims and interests and indicates the
acceptance or rejection of the Plan by each class entitled to vote.

  -------------- -------------------- ----------------------- ------------
  CLASS          CLASS CLASSIFICATION IMPAIRMENT/\            ACCEPT/
                                      TREATMENT               REJECT

                                                              

                                                              

                                                              
  -------------- -------------------- ----------------------- ------------

Hearing to Consider Compliance with Disclosure Requirements

3\. A hearing to consider compliance with the disclosure requirements,
any objections to the Disclosure Statement, and any other matter that
may properly come before the Bankruptcy Court will be held before the
Honorable , United States Bankruptcy Judge, in Room of the United States
Bankruptcy Court, \[ADDRESS\], on at : .m. or as soon thereafter as
counsel may be heard (the "Disclosure Compliance Hearing"). The
Disclosure Compliance Hearing may be adjourned from time to time without
further notice other than an announcement of the adjourned date or dates
at the Disclosure Compliance Hearing or at an adjourned Disclosure
Compliance Hearing and will be available on the electronic case filing
docket.

4\. Any objections to the Disclosure Statement shall be in writing,
shall conform to the Federal Rules of Bankruptcy Procedure and the Local
Rules of the Bankruptcy Court, shall set forth the name of the objector,
the nature and amount of any claims or interests held or asserted by the
objector against the estate or property of the Debtor, the basis for the
objection, and the specific grounds therefor, and shall be filed with
the Bankruptcy Court at the address specified in the previous paragraph,
with a copy delivered directly to Chambers, together with proof of
service thereof, and served upon the following persons so as to be
received on or before\
, , at 5:00 p.m. (Eastern Time):

\(i\) \[NAME AND ADDRESS (ii) \[NAME AND ADDRESS OF

of DEBTOR'S COUNSEL\] COMMITTEE COUNSEL\]

\(iii\) \[NAME AND ADDRESS OF (iv) \[NAME AND ADDRESS OF

BANK COUNSEL\] INDENTURE TRUSTEE\]

\(v\) OFFICE OF THE UNITED STATES

TRUSTEE

33 Whitehall Street, 21st Floor

New York, NY 10004

Attn: Deirdre A. Martini, Esq.

\[and if applicable\]

\(vi\) OFFICE OF THE UNITED (vii) SECURITIES AND EXCHANGE STATES
ATTORNEY FOR COMMISSION

THE SOUTHERN DISTRICT OF Northeast Regional

> NEW YORK 3 World Financial Center

One St. Andrew's Plaza Broker Dealer Dept., Rm. 4300

New York, NY 10007 New York, NY 10281

Attn: David Jones, Esq.

UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN\
ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY
COURT.

Hearing on Confirmation of the Plan

5\. A hearing to consider confirmation of the Plan, any objections
thereto, and any other matter that may properly come before the
Bankruptcy Court shall be held before the Honorable , United States
Bankruptcy Judge, in Room of the United States Bankruptcy Court,
\[address\], immediately following the Disclosure Compliance Hearing
referred to above or at such later time as determined by the Bankruptcy
Court at the conclusion of the Disclosure Compliance Hearing (the
"Confirmation Hearing"). The Confirmation Hearing may be adjourned from
time to time without further notice other than an announcement of the
adjourned date or dates at the Confirmation Hearing or at an adjourned
Confirmation Hearing.

6\. Objections to the Plan, if any, shall be in writing, shall conform
to the Federal Rules of Bankruptcy Procedure and the Local Rules of the
Bankruptcy Court, shall set forth the name of the objector, the nature
and amount of any claims or interests held or asserted by the objector
against the estate or property of the Debtor, the basis for the
objection, and the specific grounds therefor, and shall be filed with
the Bankruptcy Court at the address specific in the previous paragraph,
with a copy delivered directly to Chambers, together with proof of
service thereof, and served upon the persons set forth in paragraph 4
above so as to be received on or before , , at 5:00 p.m. (Eastern time).
**UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS
NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.**

7\. The times fixed for the Confirmation Hearing and objections to
confirmation of the Plan may be rescheduled by the Bankruptcy Court in
the event that the Bankruptcy Court does not find compliance with the
disclosure requirements on\
, . Notice of the rescheduled date or dates, if any, will be provided by
an announcement at the Disclosure Compliance Hearing or at an adjourned
Disclosure Compliance Hearing and will be available on the electronic
case filing docket.

Section 341(a) Meeting

8\. A meeting pursuant to section 341(a) of the Bankruptcy Code (the
"Section 341(a) Meeting") shall be held at the United States Bankruptcy
Court, in room , \[ADDRESS\], on , at : .m. Such meeting will not be
convened if (i) the Plan is confirmed prior to the date set forth above
for the Section 341(a) Meeting and (ii) the order confirming the Plan
(or order entered substantially contemporaneously therewith) contains a
provision waiving the convening of a Section 341(a) Meeting.

Dated: New York, New York BY ORDER OF THE COURT

,

United States Bankruptcy Judge

\[NAME, ADDRESS, AND

TELEPHONE NUMBER OF

DEBTOR'S COUNSEL\]