**EXHIBIT99.2**

**IN THE UNITED STATES BANKRUPTCY COURT**

**FOR THE DISTRICT OF MARYLAND**

**(BaltimoreDivision)**

 

 
| **In re:**                               | ** ** | *****      | **Case Nos.**  | **05-43793DK**                  |
|------------------------------------------|------------|------------|----------------|---------------------------------|
| ** **                               | ** ** | *****      | ** **     | **05-43805DK**                  |
| ** **                               | ** ** | *****      | ** **     | **05-43816DK**                  |
| ** **                               | ** ** | *****      | ** **     | **05-43824DK**                  |
| ** **                               | ** ** | *****      | ** **     | **05-43833DK**                  |
| ** **                               | ** ** | *****      | ** **     | **05-43838DK**                  |
| ** **                               | ** ** | *****      | ** **     | **05-43848DK**                  |
| **The Boyds Collection, Ltd.*, et al.*** | *****      | ** ** | **05-43857DK** |
|                                     | ** ** | *****      | ** **     | **05-43863DK**                  |
|                                     | Debtor(s)  | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | **Chapter 11**             |
|                                     | ** ** | *****      | ** **     | ** **                      |
| ** **                               | ** ** | *****      | ** **     | **(Jointly Administered under** |
| ** **                               | ** ** | *****      | ** **     | ** **                      |
|                                     | ** ** | *****      | ** **     | **Case No. 05-43793DK)**   |
|                                     | ** ** | *****      | ** **     | ** **                      |
|                                          |            |            |                |                                 |  |
| * | * | * | * | * | * | * | * | * | * | * | * | * |
|---|---|---|---|---|---|---|---|---|---|---|---|---|

** **

**DEBTORS’SECOND AMENDED JOINT PLAN OF REORGANIZATION**

Pursuant tochapter 11 of title 11 of the United States Code, 11 U.S.C.§§ 101 et seq., The Boyds Collection, Ltd.; The Boyds Collection, Ltd.,LP; Boyds Operations Inc.; The Boyds Collection - Pigeon Forge, LLC; The BoydsCollection - Myrtle Beach, LLC; The Boyds Collection - Branson, LLC; J&TDesigns and Imaginations, Inc.; HC Accents & Associates, Inc.;and Boyds Bear and Company, LP, Debtors and Debtors-In-Possession in theabove-captioned and numbered jointly-administered chapter 11 cases, herebyrespectfully propose the following Debtors’ Second Amended Joint Plan ofReorganization, dated April 25, 2006:

----

 

**TABLE OF CONTENTS**
|                   | ** ** | ** **                                                                                                                          | ** ** | **Page** |
|-------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|------------|----------|
| Article I    |       | Definitions And Interpretations                                                                                                     |       |     |
|              |       |                                                                                                                                |       |     |
| 1.1               |       | Definitions                                                                                                                         |       |     |
| 1.2               |       | Interpretations                                                                                                                     |       |     |
|              |       |                                                                                                                                |       |     |
| Article II   |       | Treatment Of  Administrative Expense Claims                                                                                         |       |     |
|              |       |                                                                                                                                |       |     |
| 2.1               |       | Administrative Expense  Claims                                                                                                      |       |     |
| 2.2               |       | Professional Fees                                                                                                                   |       |     |
| 2.3               |       | DIP Facility Claims                                                                                                                 |       |     |
| 2.4               |       | Post-Effective Date  Fees and Expenses                                                                                              |       |     |
|              |       |                                                                                                                                |       |     |
| Article III  |       | Treatment Of Priority  Tax Claims                                                                                                   |       |     |
|              |       |                                                                                                                                |       |     |
| 3.1               |       | Priority Tax Claims                                                                                                                 |       |     |
|              |       |                                                                                                                                |       |     |
| Article IV   |       | Classification Of  Claims And Interests                                                                                             |       |     |
|              |       |                                                                                                                                |       |     |
| 4.1               |       | Classification of  Claims                                                                                                           |       |     |
| 4.2               |       | Classes                                                                                                                             |       |     |
|              |       |                                                                                                                                |       |     |
| Article V    |       | Identification Of  Classes Of Claims And Interests Impaired And Not Impaired By This Plan        |       |     |
|              |       |                                                                                                                                |       |     |
| 5.1               |       | Classes of Claims and  Interests Impaired by this Plan and Entitled to Vote                                                         |       |     |
| 5.2               |       | Classes of Claims and  Interests Not Impaired by this Plan and Conclusively Presumed to Accept this  Plan                           |       |     |
|              |       |                                                                                                                                |       |     |
| Article VI   |       | Treatment Of Claims And  Interests                                                                                                  |       |     |
|              |       |                                                                                                                                |       |     |
| 6.1               |       | Other Priority Claims  (Class 1):                                                                                              |       |     |
| 6.2               |       | Secured Claims:                                                                                                                     |       |     |
| 6.3               |       | Unsecured Claims:                                                                                                                   |       |     |
| 6.4               |       | Interests:                                                                                                                          |       |     |
|              |       |                                                                                                                                |       |     |
| Article VII  |       | Acceptance Or Rejection  Of This Plan; Effect Of Rejection By One Or More Impaired Classes Of Claims  Or Interests                  |       |     |
|              |       |                                                                                                                                |       |     |
| 7.1               |       | Acceptance by an  Impaired Class of Creditors                                                                                  |       |     |
| 7.2               |       | Confirmation Pursuant  to Section l129(b) of the Bankruptcy Code                                                          |       |     |
|              |       |                                                                                                                                |       |     |
| Article VIII |       | Unexpired Leases And  Executory Contracts                                                                                           |       |     |
|              |       |                                                                                                                                |       |     |
| 8.1               |       | Assumption and  Rejection of Executory Contracts and Unexpired Leases                                                               |       |     |
| 8.2               |       | Bar Date for Rejection  Damages                                                                                                     |       |     |
| 8.3               |       | Cure of Defaults                                                                                                                    |       |     |
| 8.4               |       | Compensation and  Benefit Plans and Treatment of Retirement Plans                                                                   |       |     |
| 8.5               |       | Post-Petition Executory  Contracts and Unexpired Leases                                                                             |       |     |
|              |       |                                                                                                                                |       |     |
| Article IX   |       | Means Of Implementation  Of This Plan                                                                                               |       |     |
|              |       |                                                                                                                                |       |     |
| 9.1               |       | Vesting of Property                                                                                                                 |       |     |
| 9.2               |       | Funding                                                                                                                             |       |     |

 

2

----

 
| 9.3               |   | Continued Corporate  Existence; Authorized Capital Stock              |   |   |
|-------------------|--------|-----------------------------------------------------------------------|--------|--------|
| 9.4               |   | Implementation                                                        |   |   |
| 9.5               |   | Issuance of New  Securities; Transfer Taxes                           |   |   |
| 9.6               |   | Cancellation of  Existing Securities and Agreements                   |   |   |
| 9.7               |   | Survival of  Indemnification and Contribution Obligations             |   |   |
| 9.8               |   | Substantive  Consolidation for Plan Purposes Only; Procedure:         |   |   |
| 9.9               |   | Directors and Executive  Officers                                     |   |   |
| 9.10              |   | Reorganized Debtors’  Retention of Claims Against Other Entities |   |   |
| 9.11              |   | Exit Facility                                                         |   |   |
| 9.12              |   | Long Term Incentive  Plan                                             |   |   |
|              |   |                                                                  |   |   |
| Article X    |   | Provisions Covering  Distributions                                    |   |   |
|              |   |                                                                  |   |   |
| 10.1              |   | Cash Payments                                                         |   |   |
| 10.2              |   | Payment of Statutory  Fees                                            |   |   |
| 10.3              |   | No Interest                                                           |   |   |
| 10.4              |   | Allocation of  Distributions to Principal                             |   |   |
| 10.5              |   | Fractional Securities                                                 |   |   |
| 10.6              |   | De Minimis  Distributions                                             |   |   |
| 10.7              |   | Withholding of Taxes                                                  |   |   |
| 10.8              |   | Disbursing Agent                                                      |   |   |
| 10.9              |   | Distribution Record  Date                                             |   |   |
| 10.10             |   | Surrender of  Instruments                                             |   |   |
| 10.11             |   | Instructions to  Disbursing Agent                                     |   |   |
| 10.12             |   | Undeliverable or  Unclaimed Distributions                             |   |   |
| 10.13             |   | Services of Indenture  Trustee                                        |   |   |
| 10.14             |   | Distributions to  Holders of Class 4A and Class 4B Claims   |   |   |
| 10.15             |   | Setoffs:                                                              |   |   |
|              |   |                                                                  |   |   |
| Article XI   |   | Procedures For  Resolving Disputed Claims                             |   |   |
|              |   |                                                                  |   |   |
| 11.1              |   | Objections to Claims                                                  |   |   |
| 11.2              |   | Litigation and  Settlement of Objections                              |   |   |
| 11.3              |   | Payments and  Distributions With Respect to Disputed Claims           |   |   |
| 11.4              |   | Estimation                                                            |   |   |
| 11.5              |   | Disputed Claim Reserve                                                |   |   |
|              |   |                                                                  |   |   |
| Article XII  |   | Effect Of This Plan On  Claims And Interests                          |   |   |
|              |   |                                                                  |   |   |
| 12.1              |   | Discharge of All Claims  and Interests and Releases:                  |   |   |
| 12.2              |   | Injunction                                                            |   |   |
| 12.3              |   | Release/Exculpation                                                   |   |   |
|              |   |                                                                  |   |   |
| Article XIII |   | Conditions Precedent To  Confirmation Order And Effective Date        |   |   |
|              |   |                                                                  |   |   |
| 13.1              |   | Conditions Precedent to  the Effective Date                           |   |   |
| 13.2              |   | Effect of Failure of  Conditions                                      |   |   |
|              |   |                                                                  |   |   |
| Article XIV  |   | Retention Of  Jurisdiction                                            |   |   |
|              |   |                                                                  |   |   |
| 14.1              |   | Bankruptcy Court to  Retain Jurisdiction                              |   |   |

 

3

----

 
| Article XV |   | Miscellaneous  Provisions                     |   |   |
|-----------------|--------|-----------------------------------------------|--------|--------|
|            |   |                                          |   |   |
| 15.1            |   | Nonvoting Stock                               |   |   |
| 15.2            |   | Withdrawal of this Plan                       |   |   |
| 15.3            |   | Captions                                      |   |   |
| 15.4            |   | Method of Notice                              |   |   |
| 15.5            |   | Dissolution of the  Creditors’ Committee |   |   |
| 15.6            |   | Amendments and  Modifications to Plan         |   |   |
| 15.7            |   | Exemption from  Securities Registration       |   |   |
| 15.8            |   | Business Days                                 |   |   |

** **

4

----

** **

**Article I**

**Definitions AndInterpretations**

1.1           Definitions:  Unless the context requires otherwise, thefollowing words and phrases shall have the meanings set forth below:

1.1.1              Adjusted EBITDA:  Earnings before interest, tax, depreciationand amortization, with addbacks for one-time non-recurring charges, othernon-cash items and expenses of the acquired, merged or consolidated persons orentity that will be eliminated after the Transaction. The financial informationshall be prepared in accordance with GAAP by a nationally recognized auditor.

1.1.2              Administrative Expense Claim:  A Claim for costs or expenses of administrationof the Chapter 11 Cases of the Debtors and the Estates arising on or afterthe Commencement Date and before the Effective Date under section 503(b) ofthe Bankruptcy Code that is entitled to priority under section 507(a)(1) ofthe Bankruptcy Code, including any actual and necessary costs and expenses ofpreserving one or more of the Debtors’ Estates, any Professional Fees,including the Indenture Trustee’s Fees and Expenses, any actual and necessarycosts and expenses of operating one or more of the Debtors’ businesses, and anyfees or charges assessed against one or more of the Estates undersection 1930 of chapter 123 of title 28 of the United StatesCode.

1.1.3              Allowance Date:  (a) With respect to a Claim orAdministrative Expense Claim that is Allowed pursuant to Final Order, the dateon which such order becomes a Final Order; (b) with respect to a Claim orAdministrative Expense Claim Allowed under this Plan, the Effective Date; (c) withrespect to a Claim or Administrative Expense Claim Allowed by agreement of theDebtors in accordance with Article 11.2 of this Plan, the date fixed inthe agreement as the Allowance Date (or if no such date is specified, the dateof the agreement); and (d) with respect to a Claim or AdministrativeExpense Claim Allowed because no objection is filed thereto by the ClaimsObjection Deadline or other applicable deadline, the first Business Day aftersuch deadline.

1.1.4              Allowed: With respect to Administrative Expense Claims, (a) any ProfessionalFee Claim allowed by Final Order, or (b) any other Administrative ExpenseClaim that is not disputed by the Debtors or is disputed by the Debtors and isallowed by agreement of the Debtors in accordance with Article 11.2 ofthis Plan or by Final Order. Except as otherwise may be specified in this Planor a Final Order, or as otherwise required under applicable law with respect toan Administrative Expense Claim, the amount of an Allowed Claim shall notinclude interest on such Claim accruing from and after the Commencement Date. Withrespect to all other Claims, (x) any Claim for which a Proof of Claim hasbeen Filed by the Bar Date, (y) any Claim that has been or is hereafterlisted in the Schedules as neither disputed, contingent nor unliquidated andfor which the claim amount has not been identified as ‘unknown’, and for whichno Proof of Claim has been Filed by the Bar Date, or (z) any Claim allowedpursuant to this Plan, by agreement between the Debtors and the counterparty tosuch Claim in accordance with Article 11.2 of this Plan, or by FinalOrder; provided, however, that with respect to any Claim described in clause (x) above,such Claim shall be Allowed only if (i) no objection to the

5

----

 

allowance thereof has been interposed by the ClaimsObjection Deadline or within such other applicable period of time fixed by thisPlan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court or(ii) such an objection has been interposed, but the objection has beenwithdrawn or the Claim shall have been allowed for Distribution purposes by aFinal Order or by agreement of the Debtors in accordance with Article 11.2of this Plan. With respect to Interests, any Interest that: (1) wasregistered or listed as of the Distribution Record Date in a stock registerthat is maintained by or on behalf of a Debtor; and (2) either (i) hasnot been the subject of any objection filed before the Effective Date or (ii) hasbeen allowed (A) by a Final Order or (B) pursuant to the expressterms of this Plan or the Plan Supplement.

1.1.5              Allowed Claim:  A Claim that has been Allowed.

1.1.6              Allowed Interest:  An Interest that has been Allowed.

1.1.7              Applicable Rate:  A fixed annual rate of interest to bedetermined by statute, the Bankruptcy Court or otherwise agreed to by theReorganized Debtors and the relevant Creditor.

1.1.8              Assets: Any and all real or personal property of any nature, including any realestate, buildings, structures, improvements, privileges, rights, easements,leases, subleases, licenses, goods, materials, supplies, furniture, fixtures,equipment, work in process, accounts, chattel paper, Cash, deposit accounts,reserves, deposits, contractual rights, intellectual property rights, Claims,Causes of Action and any other general intangibles of a Debtor, as the case maybe, of any nature whatsoever, including all property of the Estates pursuant tosection 541 of the Bankruptcy Code.

1.1.9              Avoidance Action:  An action brought by or on behalf of one ormore of the Debtors pursuant to sections 544, 545, 547, 548, 549, 550 or 553 ofthe Bankruptcy Code.

1.1.10            Ballot: The form of ballot accompanying the Disclosure Statement provided toeach holder of a Claim or Interest entitled to vote to accept or reject thisPlan.

1.1.11            Bankruptcy Code:  The Bankruptcy Reform Act of 1978, as amendedand codified in title 11 of the United States Code, 11 U.S.C. §§ 101et seq., and applicable portions of titles 18 and 28 of the United States Code.

1.1.12            Bankruptcy Court: The United StatesBankruptcy Court for the District of Maryland (Baltimore Division) havingjurisdiction over the Chapter 11 Cases or any other court havingjurisdiction over the Chapter 11 Cases or the applicable proceedingstherein.

1.1.13            Bankruptcy Rules:  The Federal Rules of BankruptcyProcedure, as amended from time to time, as applicable to the Chapter 11Cases, promulgated under 28 U.S.C. § 2075 and as supplemented by the LocalRules of the Bankruptcy Court.

1.1.14            Bar Date: With respect to all Creditorsother than Governmental Units:  (a) February 14,2006, the date fixed by Local Rule 3003-1 by which any Proof ofClaim must be Filed, or (b) such other date by which a Proof of Claim mustbe Filed as fixed by this Plan, Final Order, the Bankruptcy Code, or theBankruptcy Rules. With respect to Governmental Units;

6

----

 

(a) April 14, 2006, or (b) such otherdate by which a Proof of Claim must be filed as fixed by Final Order, theBankruptcy Code, or the Bankruptcy Rules.

1.1.15            Board: The board of directors of a Debtor or a Reorganized Debtor, asapplicable.

1.1.16            Boyds: The Boyds Collection, Ltd.

1.1.17            Boyds Business:  The toy, collectible (to the extent suchcollectibles are either of a similar type, kind or character currently orhistorically sold by the Debtors or have an individual median unit price ofless than $500) or gift business, including without limitation the sale,manufacture or distribution of toys, plush animals, resin figurines, or othercollectibles to wholesale or retail customers.

1.1.18            Boyds Subsidiaries:  Each of The Boyds Collection, Ltd., LP; BoydsOperations Inc.; The Boyds Collection - Pigeon Forge, LLC; The Boyds Collection- Myrtle Beach, LLC; The Boyds Collection - Branson, LLC; J&T Designs andImaginations, Inc.; HC Accents & Associates, Inc.; and BoydsBear and Company, LP.

1.1.19            Boyds Subsidiary Debtor Stock:  All of the authorized, issued and outstandingshares of The Boyds Collection, Ltd., LP; Boyds Operations Inc.; The BoydsCollection - Pigeon Forge, LLC; The Boyds Collection - Myrtle Beach, LLC; TheBoyds Collection - Branson, LLC; J&T Designs and Imaginations, Inc.;HC Accents & Associates, Inc.; and Boyds Bear and Company, LP.

1.1.20            By-Laws: The By-Laws of a Debtor in effect as of the Commencement Date.

1.1.21            Business Day:  Any day, other than a Saturday, Sunday or “legalholiday” (as defined in Bankruptcy Rule 9006(a)).

1.1.22            Cash: United States currency, a certified check, a cashier’s check or a wiretransfer of good funds from any source, or a check drawn on a domestic bank bya Debtor, a Reorganized Debtor or other Entity making any Distribution underthis Plan.

1.1.23            Cause of Action:  Any action, cause of action, suit, account,controversy, agreement, promise, right to legal remedies, right to equitableremedies, right to payment, or claim, whether known or unknown, reduced tojudgment, not reduced to judgment, liquidated unliquidated, fixed, contingent,matured, unmatured, disputed, undisputed, secured, unsecured and whetherasserted or assertable directly or derivatively, in law, equity or otherwise.

1.1.24            Certificate:  Any certificates, instrument or otherdocument evidencing an Extinguished Security.

1.1.25            Chapter 11 Cases:  The cases under chapter 11 of theBankruptcy Code commenced by the Debtors in the Bankruptcy Court on October 16,2005.

7

----

 

1.1.26            Claim: A claim, as such term is defined in section 101(5) of theBankruptcy Code, against a Debtor.

1.1.27            Claims Estimation Order:  One or more orders (which may include theConfirmation Order) that may be entered by the Bankruptcy Court that:  (a) establishes any reserves necessaryto allow for Distributions under this Plan; and/or (b) sets the amount ofany particular Claim for final allowance purposes pursuant to sections 105 and502(c) of the Bankruptcy Code.

1.1.28            Claims Objection Deadline:  As to any Claim, the date that is ninety daysafter the Effective Date or ninety days after the Filing of the Proof of Claimfor such Claim, whichever is later, or such other date determined by theBankruptcy Court by Final Order.

1.1.29            Class: A class of Claims or Interests designated pursuant to this Plan.

1.1.30            Commencement Date:  October 16, 2005.

1.1.31            Confirmation:  The entry of the Confirmation Order, subjectto all conditions specified in Article 13.1 of this Plan having beensatisfied or waived by the Debtors.

1.1.32            Confirmation Date:  The date upon which the Confirmation Order isentered by the Bankruptcy Court on its docket, within the meaning of BankruptcyRule 5003(a).

1.1.33            Confirmation Hearing:  The hearing or hearings held by theBankruptcy Court pursuant to section l128(a) of the Bankruptcy Codewith respect to the confirmation of this Plan pursuant to section 1129 ofthe Bankruptcy Code.

1.1.34            Confirmation Order:  The Order confirming this Plan pursuant tosection 1129 of the Bankruptcy Code.

1.1.35            Consummation:  The performance of the acts necessary for theeffectiveness of this Plan as of the Effective Date.

1.1.36            Creditor: Any Entity that is a holder of a Claim.

1.1.37            Creditor-Representative:  The individual designated by the Creditors’Committee to serve in the manner prescribed in Section 9.10 hereof, or anysuccessor to such individual.

1.1.38            Creditors’ Committee: The officialcommittee of unsecured creditors of the Debtors appointed on October 24,2005, by the United States Trustee, pursuant to section 1102 of the BankruptcyCode, as may be reconstituted from time to time.

1.1.39            Debtor Releasees:  (i) The Debtors’ current officers,directors, shareholders, members, managers, employees, consultants, attorneys,accountants, financial advisors and other representatives (solely in theircapacity as such), (ii) the Creditors’ Committee, its members, attorneysand financial advisors (solely in their capacity as such) and

8

----

 

(iii) the Indenture Trustee and its attorneys(solely in their capacity as such), as of the Confirmation Date.

1.1.40            Debtors: The Boyds Collection, Ltd.; The Boyds Collection, Ltd., LP; BoydsOperations Inc.; The Boyds Collection - Pigeon Forge, LLC; The Boyds Collection- Myrtle Beach, LLC; The Boyds Collection - Branson, LLC; J&T Designs andImaginations, Inc.; HC Accents & Associates, Inc.; and BoydsBear and Company, LP.

1.1.41            DIP Agent: The administrative and collateral agent under the DIP FacilityAgreement.

1.1.42            DIP Facility Agreement:  The post-petition debtor-in-possession creditand guaranty agreement, dated as of November 7, 2005, as approved by theFinal DIP Order.

1.1.43            DIP Facility Claims:  An Allowed Claim of the DIP Agent or anylender in respect of the obligations of the Debtors arising under the DIPFacility Agreement.

1.1.44            Disagreement:  When a Creditor Representative concludes thata Transaction qualifies as a Future Transaction, but the Company concludes thatit is not a Future Transaction.

1.1.45            Disallowed Claim: A Claim, or any portionthereof, that (a) has been disallowed by a Final Order (or by agreement ofthe holder of the Claim to withdraw or treat such Claim or any portion thereofas disallowed), or (b) has not been Scheduled by a Debtor or is Scheduledat zero or as contingent, disputed or unliquidated or with the Claim amountidentified as ‘unknown’ and as to which the Bar Date has passed but no Proof ofClaim has been filed or deemed timely filed with the Bankruptcy Court pursuantto either the Bankruptcy Code or any Final Order.

1.1.46            Disbursing Agent:  The Reorganized Debtors or any partydesignated by the Reorganized Debtors, in their sole discretion, and approvedby the Bankruptcy Court if other than a Debtor, to serve as a disbursing agentunder this Plan. 

1.1.47            Disclosure Statement:  The Debtors’ Disclosure Statement for thisPlan as amended, supplemented, or modified from time to time that was preparedand distributed in accordance with the Bankruptcy Code, Bankruptcy Rules andother applicable law. 

1.1.48            Disputed Claim:  A Claim, or any portion thereof, of the typedescribed that is neither an Allowed Claim nor a Disallowed Claim.

1.1.49            Disputed Claim Reserve:  The reserve established and maintained by theReorganized Debtors on account of Disputed Claims.

1.1.50            Distribution:  Any distribution made under this Plan to theholders of Allowed Claims or Allowed Interests.

1.1.51            Distribution Record Date:  The Confirmation Date, or such other date asmay be fixed by the Bankruptcy Court in the Confirmation Order.

9

----

 

1.1.52            DTC: The Depository Trust Company.

1.1.53            Effective Date:  A date to be determined by the Debtors thatwill be no later than fifteen (15) days after each of the conditions to theEffective Date has been satisfied or waived, provided that no stay of the Confirmation Order is then ineffect.

1.1.54            Entity: An entity as defined insection 101(15) of the Bankruptcy Code.

1.1.55            Equity Convenience Class:  Class 5B under this Plan, which consistsof all Interests in Boyds that are held of record by holders of not more than200 shares of Boyds common stock as of the Distribution Record Date.

1.1.56            Estate: The estate of each Debtor established pursuant to section 541 ofthe Bankruptcy Code upon the commencement of its respective Chapter 11Case.

1.1.57            Exit Facility:  An $11 million revolving credit facility witha $4 million sub-limit for letters of credit, and providing for $3 million ofover-advance borrowings for the months of July, August, September, and October,to be provided to the Debtors by Laminar, to mature in three years and accrueCash interest at a rate based on LIBOR plus 3.0%, and be secured by a firstpriority, perfected security interest in all or substantially all of thetangible and intangible assets of the Debtors and their domestic subsidiaries.

1.1.58            Extinguished Securities:  All Interests in The Boyds Collection, Ltd.and the Senior Subordinated Notes.

1.1.59            File or Filed:  File or filed with the Bankruptcy Court inthe Chapter 11 Cases.

1.1.60            Final Decree:  The decree contemplated under Bankruptcy Rule 3022.

1.1.61            Final DIP Order:  The Final Order, dated November 3, 2005,Pursuant to Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001Authorizing Debtors to Enter Into Post-Petition Credit Agreement.

1.1.62            Final Order:  An order, ruling or judgment of theBankruptcy Court or any other court of competent jurisdiction as to which thetime to appeal, petition for certiorari, or move for re-argument or rehearinghas expired and as to which no appeal, petition for certiorari or otherproceedings for re-argument or rehearing, shall then be pending, or as to whichany right to appeal, petition for certiorari, reargue, or rehear shall havebeen waived in writing, in form and substance satisfactory to the Debtors or,on and after the Effective Date, the Reorganized Debtors, and in the event thatan appeal, writ of certiorari, or re-argument or rehearing thereof has beensought, such order of the Bankruptcy Court or other court of competentjurisdiction shall have been upheld or affirmed by the highest court to whichsuch order was appealed, or certiorari re-argument or rehearing shall have beendenied and the time to take any further appeal, petition for certiorari or movefor re-argument or rehearing shall have expired; provided, however, thepossibility that a motion under Rule 59 or Rule 60 of the Federal Rules ofCivil Procedure, or any analogous rule under the Bankruptcy Rules, may beFiled with respect to such order shall not cause such order not to be a FinalOrder.

 

10

----

1.1.63            Future Transaction:  Any (a) consolidation (including, butnot limited to, a consolidation for Federal income tax purposes) or merger orseries of mergers or consolidations (including, but not limited to,consolidations for Federal income tax purposes) involving one or more of theReorganized Debtors and any other person(s) or entit(ies) (each a “Merger”)or (b) acquisition or series of acquisitions by one or more of theReorganized Debtors of any assets, properties, rights or equity interests(other than, in the case of both clause (a) and this clause (b), Mergersor Acquisitions between the Reorganized Debtors themselves) (each an “Acquisition”),in each case occurring within 36 months (the “Applicable Period”) of theEffective Date (the foregoing Mergers and Acquisitions, collectively, a “Transaction”);provided, however, that a Transaction shall not include thefollowing:

(i) anyAcquisition of assets, properties or rights or assumption of liabilities in theordinary course of the Reorganized Debtors’ business as of the Effective Date(i.e., accounts payable, receivables, inventory, product, store leases, storeequipment and any other similar Acquisitions or assumptions of liabilities);

(ii) anyTransaction or series of Transactions that does not constitute a ToyAcquisition  that has aggregateconsideration of $10 million or less; or

(iii) any ToyAcquisition or series of Toy Acquisitions where (x) the target or targetshave less than $15 million in Adjusted EBITDA for any rolling 12 month periodin the 36 months immediately preceding the date of the Transaction (in the caseof a series of Transactions, the highest Adjusted EBITDA in any rolling 12month period in the 36 months immediately preceding the date of eachTransaction will be used for testing aggregate Adjusted EBITDA) or (y) thetarget or targets have revenue of less than $75 million for any rolling 12month period in the 36 months immediately preceding the date of the Transaction(in the case of a series of Transactions, the highest revenue in any rolling 12month period in the 36 months preceding the date of each Transaction will beused for testing revenue).

1.1.64            General Unsecured Claim:  Any Claim that is not a/an (i) AdministrativeExpense Claim; (ii) Priority Tax Claim; (iii) other Priority Claim; (iv) Class 1Priority Non-Tax Claim; (v) Class 2A Secured Claim or (vi) Class 2BMiscellaneous Secured Claim.

1.1.65            Governmental Unit:  A government unit as defined insection 101(27) of the Bankruptcy Code.

1.1.66            Impaired: With respect to a Claim, Interest, Class of Claims or Class ofInterests, a Claim, Interest, Class of Claims or Class of Intereststhat is impaired within the meaning of section 1124 of the BankruptcyCode.

1.1.67            Indenture: The Indenture, dated as of April 21, 1998, between Boyds, asissuer, and the Indenture Trustee, pursuant to which the Senior SubordinatedNotes were issued.

1.1.68            Indenture Trustee:  The Bank of New York, as indenture trusteeunder the Indenture, or its duly appointed successor (if any).

11

----

1.1.69            Indenture Trustee’s Charging Lien:  Any Lien or other priority in payment orright available to the Indenture Trustee pursuant to the Indenture or otherwiseavailable to the Indenture Trustee under applicable law, for the payment ofIndenture Trustee’s Fees and Expenses.

1.1.70            Indenture Trustee’s Fees and Expenses:  The reasonable compensation, fees, costs,expenses and indemnity claims (including, without limitation, reasonable legalfees, costs and expenses) incurred by the Indenture Trustee, whether prior toor after the filing of the Chapter 11 Cases, up to a cap of $80,000.

1.1.71            Instrument: Any share of stock, security, promissory note or other ‘Instrument’within the meaning of that term as defined in section 9-102(47) ofthe Uniform Commercial Code.

1.1.72            Interest: Any equity interest in any of theDebtors including but not limited to, all issued, unissued, authorized, oroutstanding shares of stock, together with any warrants, options or contractrights to purchase or acquire such interests at any time.

1.1.73            Laminar: D. E. Shaw Laminar Lending, Inc. and/or D. E. Shaw LaminarPortfolios, L.L.C., as applicable.

1.1.74            Lien: Any charge against or interest in property to secure payment orperformance of a claim, debt, or obligation.

1.1.75            Long Term Incentive Plan:  The Long Term Incentive Plan to be adopted bythe Reorganized Debtors on the Effective Date pursuant to this Plan.

1.1.76            Miscellaneous Secured Claim:  Any Secured Claim against the Debtors that isnot a (i) Priority Tax Claim or (ii) Class 2A Secured Claim.

1.1.77            New Common Stock:  The shares of authorized common stock ofReorganized Boyds, authorized pursuant to the Reorganized Boyds Certificate ofIncorporation, to be issued on the Effective Date, and distributed as providedin this Plan.

1.1.78            New Senior Secured Notes:  Secured Promissory Notes in the principalamount of $30 million to be issued to the holders of Senior Secured Claims byReorganized Boyds, having the terms to be set forth in the Plan Supplement.

1.1.79            Non-Qualifying Noteholders:  Those holders of Senior SubordinatedNoteholder Claims that are not Qualifying Noteholders.

1.1.80            Order: An order or judgment of the Bankruptcy Court as entered on the docket inthe Chapter 11 Cases.

1.1.81            Other Priority Claim:  Any Claim against the Debtors accordedpriority in right of payment under section 507(a) of the BankruptcyCode, other than a Priority Tax Claim or an Administrative Expense Claim.

12

----

1.1.82            Person: A person as defined in section 101(41) of the Bankruptcy Code. 

1.1.83            Plan: This Second Amended Joint Plan of Reorganization, together with allexhibits and schedules hereto, as it may be further amended or modified fromtime to time in accordance with this Plan, the Bankruptcy Code and theBankruptcy Rules.

1.1.84            Plan Documents:  The documents (other than this Plan) andinstruments to be issued, executed, delivered, assumed and/or performed inconjunction with Consummation as of, or as soon as reasonably practicableafter, the Effective Date.

1.1.85            Plan Supplement:  The supplemental appendix to this Plan, whichshall be Filed on or before the date that is ten calendar days prior to theConfirmation Hearing.

1.1.86            Priority Tax Claim:  A Claim of a Governmental Unit against theDebtors entitled to priority of payment under section 507(a)(8)of theBankruptcy Code.

1.1.87            Professional:  An Entity (a) employed by the Debtors orthe Creditors’ Committee pursuant to a Final Order in accordance with sections327 and 1103 of the Bankruptcy Code and to be compensated for services renderedon or after the Commencement Date and prior to the Effective Date, pursuant tosections 327, 328, 330 and 331 of the Bankruptcy Code, or (b) for whichcompensation and reimbursement has been sought before the Bankruptcy Courtpursuant to section 503(b)(4) of the Bankruptcy Code.

1.1.88            Professional Fee Claim:  Those fees and expenses claimed byProfessionals in the Chapter 11 Cases of the Debtors, pursuant to sections327, 328, 330, 331 and/or 503(b) of the Bankruptcy Code.

1.1.89            Proof of Claim:  A proof of claim Filed in any or all of theChapter 11 Cases pursuant to section 501 of the Bankruptcy Code.

1.1.90            Pro Rata Share:  With respect to an Allowed Claim in Class 4A(Qualifying Noteholders) or Class 4B (Non-Qualifying Noteholders),the proportion that any such Allowed Claim bears to: (a) the aggregateamount of Allowed Claims in Classes 4A and 4B, collectively; *plus* (b) the aggregate face amount ofall Disputed Claims of such same Classes (or amount to be used for thesepurposes as established by the Claims Estimation Order), as reduced from timeto time as and to the extent such Disputed Claims become Allowed Claims or aredisallowed or expunged.

Notwithstandingthe foregoing, for purposes of determining the Distribution of ReallocatedShares to Qualifying Noteholders, Pro Rata Shares shall mean the proportionthat a Class 4A Allowed Claim of a Qualifying Noteholder bears to:  (a) the aggregate amount of Class 4AAllowed Claims of all Qualifying Noteholders; *plus*(b) the aggregate face amount of all Class 4A Disputed Claims ofQualifying Noteholders (or amount to be used for these purposes as establishedby the Claims Estimation Order), as reduced from time to time as and to theextent such Class 4A Disputed Claims become Class 4A Allowed Claimsor are disallowed or expunged.

13

----

With respect to anAllowed Claim in any other Class, the proportion that any such Allowed Claimbears to: (a) the aggregate amount of Allowed Claims in the same Class assuch Allowed Claim; *plus* (b) theaggregate face amount of all Disputed Claims of such same Class (or amountto be used for these purposes as established by the Claims Estimation Order),as reduced from time to time as and to the extent that such Disputed Claimsbecome Allowed Claims or are disallowed or expunged.

With respect toAllowed Interests, the proportion that any Allowed Interests in a particular Class bearsto the aggregate number of Allowed Interests in such Class.

1.1.91            Qualifying Noteholders:  Those holders of Senior Subordinated Notesthat have continuously held such Senior Subordinated Notes (or beneficialinterests therein through the DTC system) for more than 18 monthsimmediately prior to the Commencement Date (solely with respect to such SeniorSubordinated Notes) through the Effective Date, and have complied with thecertification requirements contained in the relevant Ballot and related Order.

1.1.92            Reallocated Shares:  The difference between:  (i) 5% of the New Common Stock; and (ii) theaggregate Pro Rata Share of New Common Stock allocable to QualifyingNoteholders.

1.1.93            Reorganized Boyds:  Boyds from and after the Effective Date.

1.1.94            Reorganized Boyds By-Laws:  The By-Laws of Reorganized Boyds as of theEffective Date.

1.1.95            Reorganized Boyds Certificate of Incorporation:  The Certificate of Incorporation ofReorganized Boyds as of the Effective Date.

1.1.96            Reorganized Debtors:  The Debtors from and after the EffectiveDate. 

1.1.97            Schedule of Rejected Contracts and Leases:  The schedule of executory contracts andunexpired leases, as it may be amended or supplemented by the Debtors, to berejected in accordance with Article 8.1 of this Plan.

1.1.98            Scheduled: With respect to a Claim, the Claim as listed on the Schedules.

1.1.99            Schedules: The schedules of assets andliabilities that the Debtors have Filed pursuant to section 521 of theBankruptcy Code and the Bankruptcy Rules, as they may be amended andsupplemented from time to time.

1.1.100          Secured Claim:  (a) a Claim that is secured by a Lien onproperty in which the Estates have an interest, which Lien is valid, perfectedand enforceable under applicable law or by reason of a Final Order, or that issubject to setoff under section 553 of the Bankruptcy Code to the extentof the value of the Creditor’s interest in the Estates’ interest in suchproperty or to the extent of the amount subject to setoff, as applicable, asdetermined

14

----

pursuant to section 506(a) of the Bankruptcy Code, or (b) aClaim Allowed under this Plan as a Secured Claim.

1.1.101          Senior Secured Claims:  The Secured Claims of the lenders, any letterof credit issuer and the agent under that certain Credit Agreement, dated as ofFebruary 23, 2005, among The Boyds Collection, Ltd., as Borrower, theLenders listed therein, as Lenders, and Bank of America, N.A., as L/C Issuerand Administrative Agent.

1.1.102          Senior Subordinated Noteholder Claims:  Any and all Claims of the Indenture Trusteeand holders of Senior Subordinated Notes arising under or relating to theSenior Subordinated Notes or the transactions, agreements or instruments uponwhich the Senior Subordinated Notes are based, including the Claims asserted bythe Indenture Trustee on account of the Senior Subordinated Notes in the amountof $34,392,000 (plus interest).

1.1.103          Senior Subordinated Notes:  The 9.0% Senior Subordinated Notes due May 5,2008, that were issued by Boyds pursuant to the Indenture.

1.1.104          Toy Acquisition:  Any Transaction or series of Transactionswith a person or entity whose primary business is the Boyds Business.

1.1.105          Vacancy: The lack of a Creditor Representative resulting solely from: (i) thedeath or incapacity of the Creditor Representative; (ii) the resignationof a Creditor Representative who is unable to designate a successor; or (iii) theremoval of a Creditor Representative by the holder or holders of a majority ofthe outstanding Allowed Claims in Classes 4A and 4B by notice given toReorganized Boyds and the Creditor Representative. 

1.1.106          Voting Deadline:  The date established in the DisclosureStatement or by Order as the date by which Ballots must be received by theDebtors or their Bankruptcy Court-appointed balloting agent, as the case maybe, in order to be counted.

1.2           Interpretations:  Whenever from the context it appearsappropriate, each term stated in either the singular or the plural shallinclude the singular and the plural, and pronouns stated in the masculine,feminine or neuter gender shall include the masculine, the feminine, and theneuter. Unless otherwise defined in this Plan, all accounting terms shall beconstrued in accordance with generally accepted accounting principles in theUnited States of America. Unless otherwise specified, all section orexhibit references in this Plan are to the respective section in, orexhibit to this Plan. Unless otherwise evident, the words ‘herein,’ ‘hereof,’hereto,’ ‘hereunder,’ and other words of similar import refer to this Plan as awhole and not to any particular section, subsection or clause containedtherein. A capitalized term used herein that is not defined herein shall havethe meaning assigned to that term in the Bankruptcy Code. The rules ofconstruction contained in section 102 of the Bankruptcy Code shall applyto this Plan. The headings in this Plan are for convenience of reference onlyand shall not limit or otherwise affect the provisions hereof. To the extentthat there is any inconsistency between any provisions of this Plan and any ofthe provisions contained in the Plan Documents to be entered into as of theEffective Date, the Plan Documents shall control. To the extent that there isany inconsistency between the provisions contained in this Plan and anydescription thereof in the Disclosure Statement, this Plan shall control.

15

----

**Article II**

**Treatment OfAdministrative Expense Claims**

2.1           Administrative Expense Claims:  On the latest of (a) the Effective Date(or as soon thereafter as is reasonably practicable), (b) five BusinessDays after the Allowance Date with respect to an Allowed Administrative ExpenseClaim, or (c) such later date on which the Debtors and the holder of theAdministrative Expense Claim otherwise agree, each Allowed AdministrativeExpense Claim, other than a Professional Fee Claim, shall receive, on accountof and in full and complete settlement release and discharge of such AllowedAdministrative Expense Claim, (a) Cash equal to the unpaid portion of suchAllowed Administrative Expense Claim, or (b) such other less favorabletreatment as which the Debtors and the holder of the Administrative ExpenseClaim shall have agreed upon in writing; provided, however, that AllowedAdministrative Expense Claims with respect to liabilities incurred by theDebtors in the ordinary course of business during the Chapter 11 Casesshall be paid in the ordinary course of business in accordance with the termsand conditions of any agreements relating thereto.

At least two (2) weeksprior to the Effective Date, the Indenture Trustee shall provide counsel to theDebtors, Laminar and the Creditors’ Committee with documentation describing theIndenture Trustee Fees and Expenses (the “Payment Request”). Unless a writtenobjection to the Payment Request is submitted by the Debtors, Laminar or theCreditors’ Committee prior to the Effective Date, which objection shall setforth with specificity the reasons therefor and state the amounts that areobjectionable, and agreement cannot be reached to resolve such objections, theIndenture Trustee Fees and Expenses, shall be paid on the Effective Date, infull and in Cash, which payment shall not reduce the Distribution to holders ofSenior Subordinated Noteholder Claims pursuant to Article 6.3.2 of thisPlan. In the event the Debtors, Laminar or the Creditors’ Committee, on the onehand, and the Indenture Trustee, on the other, cannot reach agreementconcerning the Payment Request, the amount of the Indenture Trustee Fees andExpenses shall be determined by the Bankruptcy Court pursuant to a motion filedby any of the parties, and shall be paid in full and in Cash, as aforesaid,following entry of a Final Order by the Bankruptcy Court or an agreementbetween the parties resolving such motion. Such motion shall not be subject toArticles 2.1 and 2.2 of this Plan, nor shall the Indenture Trustee be requiredto satisfy the requirements of section 503 of the Bankruptcy Code in any suchmotion.  Notwithstanding anything to thecontrary herein, the Indenture Trustee shall be entitled to payment on theEffective Date of all Indenture Trustee Fees and Expenses, not objected to bythe Debtors, Laminar or the Creditors’ Committee. Upon receipt of payment bythe Indenture Trustee of the Indenture Trustee Fees and Expenses as set forthherein, the Indenture Trustee Charging Lien shall automatically be deemedreleased to the extent of such payment, but only to the extent thereof.

2.2           Professional Fees:  Each Professional seeking any award inrespect of a Professional Fee Claim incurred through and including theConfirmation Date shall be required to file and serve a final application forallowance of compensation and reimbursement of expenses on or before the datethat is sixty days after the Effective Date. Within five Business Days after aProfessional Fee Claim is Allowed by Final Order, the relevant Professionalshall receive, on account of and in full and complete settlement, release anddischarge of its Allowed Professional Fee Claim, (a) Cash equal to theamount awarded to such Professional by Final

16

----

Order less all amounts previously paid to suchProfessional pursuant to any Order providing for payment of interimcompensation to Professionals, or (b) such other less favorable treatmentas to which the Debtors and such Professional shall have agreed upon inwriting.

2.3           DIP Facility Claims:  The lenders under the DIP Facility Agreement(on a pro rata basis based on the amounts owed to them), and the DIP Agent,shall be paid 100% of any unpaid non-contingent amount of any DIP FacilityClaim and any outstanding and unpaid fees and expenses owed to such lenders andDIP Agent, respectively, including but not limited to, in the case of thelenders under the DIP Facility Agreement, the reasonable fees and expenses ofcounsel, in Cashon the Effective Date, and such DIP Facility Claims otherwise shall be treatedin accordance with the DIP Facility Agreement. Upon payment in full of the DIPFacility Claims, such lenders and the DIP Agent shall release any and all Liensagainst and security interests in the Debtors’ (and the Estates’) property, theDIP Facility Agreement shall be deemed terminated (except for customaryprovisions that by their terms survive such termination) and theReorganized Debtors’ obligations thereunder shall be canceled.

2.4           Post-Effective Date Fees andExpenses:  Any reasonable fees andexpenses: (a) of Professionals rendered after the Confirmation Date,including those for services rendered after the Effective Date relating toobjections to Disputed Claims and the implementation of this Plan and includingthe reasonable fees and expenses of the Indenture Trustee incurred in makingDistributions to holders of Allowed Class 4A or Class 4B Claims; or (b) payableunder the DIP Facility Agreement, but not satisfied on the Effective Date(because not yet invoiced by such date or otherwise) shall not require thefiling of any applications with the Bankruptcy Court and may be paid by theReorganized Debtors in the ordinary course of business and without furtherBankruptcy Court approval.

**Article III**

**Treatment Of Priority TaxClaims**

3.1           Priority Tax Claims:  Each holder of an Allowed Priority Tax Claimshall receive, on account of and in full and complete settlement, release anddischarge of such Allowed Priority Tax Claim, at the sole option of theReorganized Debtors (exercisable upon written notice to the relevant PriorityTax Claim holder sent on or prior to the Effective Date):

(a)           On the latter of (i) theEffective Date (or as soon thereafter as is reasonably practicable), (ii) fiveBusiness Days after the Allowance Date with respect to such Allowed PriorityTax Claim, or (iii) the date on which the Debtors and the holder of suchAllowed Priority Tax Claim otherwise agree, Cash in an amount equal to suchAllowed Priority Tax Claim;

(b)           Beginning on the first anniversaryfollowing the Effective Date or such earlier date as the Bankruptcy Court mayorder, Cash payments made in equal annual (or more frequent if the BankruptcyCourt so orders or the Debtors, with the consent of Laminar, agree)installments, with the final installment being payable no later than the sixthanniversary of the date of the assessment of such Allowed Priority Tax Claim,in an aggregate amount equal to such Allowed Priority Tax Claim, together withinterest on the unpaid balance of such Allowed 

17

----

Priority Tax Claim calculated from the Effective Datethrough the date of payment at the Applicable Rate; or

(c)           Such other treatment agreed to by theholder of such Allowed Priority Tax Claim and the Reorganized Debtors.

**Article IV**

**Classification Of ClaimsAnd Interests**

4.1           Classification of Claims:  Pursuant to sections 1122 and 1123(a)(1) ofthe Bankruptcy Code, Claims and Interests are classified under this Plan asfollows (other than Administrative Expense Claims, DIP Facility Claims, andPriority Tax Claims, which are not classified as provided insection l123(a)(1) of the Bankruptcy Code and are, instead,  this Plan and of receiving Distributionspursuant to this Plan only to the extent that such Claim or Interest is anAllowed Claim or an Allowed Interest in that Class and such Allowed Claimor Allowed Interest has not been paid, released or otherwise settled prior tothe Effective Date.

4.2           Classes.

Class 1.Class 1 consists of all Other Priority Claims.

Class 2A.Class 2A consists of the Senior Secured Claims.

Class 2B.Class 2B consists of all Miscellaneous Secured Claims.

Class 3.Class 3 consists of all General Unsecured Claims.

Class 4A.Class 4A consists of all Qualifying Noteholder Claims.

Class 4B.Class 4B consists of all Non-Qualifying Noteholder Claims.

Class 5A.Class 5A consists of all Interests in Boyds (other than stock of Boydsheld in treasury) that are not Equity Convenience Class Interests.

Class 5B.Class 5B consists of all Equity Convenience Class Interests.

18

----

**Article V**

**Identification Of ClassesOf Claims And Interests ImpairedAnd Not Impaired By This Plan**

5.1           Classes of Claims and Interests Impairedby this Plan and Entitled to Vote: Classes 2A, 3, 4A, 4B, 5A and 5B are Impaired by this Plan and theholders of Allowed Claims in such Classes are entitled to accept or reject thisPlan.

5.2           Classes of Claims and InterestsNot Impaired by this Plan and Conclusively Presumed to Accept this Plan:  Other Priority Claims (Class 1) andMiscellaneous Secured Claims (Class 2B) are not Impaired by this Plan. Theholders of Claims that are not Impaired are conclusively presumed to acceptthis Plan. The acceptances of holders of Other Priority Claims (Class 1)and Miscellaneous Secured Claims (Class 2B) will not be solicited.

**Article VI**

**Treatment Of Claims AndInterests**

6.1           OtherPriority Claims (Class 1):

On the latest of (a) theEffective Date (or as soon thereafter as is reasonably practicable), (b) fiveBusiness Days after the Allowance Date for such Other Priority Claim, or (c) thedate on which the Debtors and the holder of such Allowed Other Priority Claimotherwise agree, each holder of an Allowed Other Priority Claim shall receive,on account of and in full and complete settlement, release and discharge ofsuch Allowed Other Priority Claim, (a) Cash equal to the amount of suchAllowed Other Priority Claim or (b) such other treatment as to which theReorganized Debtors and such holder shall have agreed upon in writing in anamount sufficient to render such Allowed Priority Claim not Impaired undersection 1124 of the Bankruptcy Code.

Class 1 is notImpaired and is conclusively presumed to have accepted this Plan.

6.2           SecuredClaims:

6.2.1              Senior Secured Claims (Class 2A):

On the Effective Date (oras soon thereafter as is reasonably practicable), on account of and in full andcomplete settlement, release, and discharge, holders of Senior Secured Claims shallreceive, their Pro Rata Share of (A) 48.5% of the New Common Stock, and (B) 100%of the New Senior Secured Notes in the principal amount of $30 million. The NewSenior Secured Notes shall be secured by all of the assets of the ReorganizedDebtors, including Cash, and junior only to Liens granted under the ExitFacility.

Class 2A is Impairedand is entitled to vote on this Plan.

6.2.2              Miscellaneous Secured Claims (Class 2B):

19

----

On the latest of (i) theEffective Date, (ii) the date on which a Miscellaneous Secured Claimbecomes an Allowed Claim, and (iii) the date on which the Debtors and theholder of such Allowed Miscellaneous Secured Claim otherwise agree, at theelection of the Debtors, each holder of an Allowed Miscellaneous Secured Claimshall be entitled to receive, on account of such holder’s Allowed MiscellaneousSecured Claim, one of the following treatments: (A) the unaltered legal,equitable and contractual rights to which such holder of an AllowedMiscellaneous Secured Claim is entitled, (B) such holder’s AllowedMiscellaneous Secured Claim shall be reinstated and rendered unimpaired inaccordance with section 1124(2) of the Bankruptcy Code, or (C) suchother treatment as mutually agreed to by such holder and the Debtors.

Each Allowed MiscellaneousSecured Claim shall be deemed to be separately classified in a subclass of Class 2Band shall have all rights associated with separate classification under theBankruptcy Code.

Claims in Class 2Bare not Impaired and therefore shall be conclusively presumed to have acceptedthis Plan.

6.3           UnsecuredClaims:

6.3.1              General Unsecured Claims (Class 3):

On the later of (i) the Effective Date (or assoon as reasonably practicable thereafter), and (ii) the date on whichsuch General Unsecured Claim becomes an Allowed Claim, each holder of anAllowed General Unsecured Claim shall receive Cash in the amount of 28% of theAllowed amount of such General Unsecured Claims.

Class 3 is Impairedand is entitled to vote on this Plan.

6.3.2              QualifyingNoteholder Claims (Class 4A):

Each holder of an AllowedQualifying Noteholder Claim shall receive Cash in the amount of 22% of theAllowed amount of such Allowed Qualifying Noteholder Claim, to be paid on thedate upon which a Future Transaction (if any) is consummated; *plus,* on the Effective Date*,* its Pro Rata Share of 5% of the NewCommon Stock, plus its Pro Rata Share of 50% of the Reallocated Shares.

Class 4A is Impaired and is entitled to vote onthis Plan.

6.3.3              Non-Qualifying Noteholder Claims (Class 4B):

Each holder of an AllowedNon-Qualifying Noteholder Claim shall receive Cash in the amount of 24% of theAllowed amount of such Allowed Non-Qualifying Noteholder Claim to be paid onthe date upon which a Future Transaction (if any) is consummated.

Class 4B is Impaired and is entitled to vote onthis Plan.

6.4           Interests:

20

----

On the EffectiveDate, all Interests in Boyds shall be extinguished, in exchange for thetreatment described below:

6.4.1              Interests (Class 5A):

On the Effective Date,each holder of an Allowed Interest that is not an Allowed Equity Convenience Class Interestshall receive its Pro Rata Share of 46.5% of the New Common Stock, *plus* its Pro Rata Share of 50% of theReallocated Shares.

Class 5A is Impairedand is entitled to vote on this Plan.

6.4.2              Equity Convenience Class Interests (Class 5B):

On the Effective Date,each holder of an Allowed Equity Convenience Class Interest shall receiveCash in the amount of 15 cents per share of common stock held by such holder.

Class 5B is Impairedand is entitled to vote on this Plan.

**Article VII**

**Acceptance Or RejectionOf This Plan; Effect Of Rejection By One Or More Impaired Classes Of Claims Or Interests**

7.1           Acceptance by an ImpairedClass of Creditors:  Consistentwith section l126(c) of the Bankruptcy Code, an ImpairedClass of Claims shall have accepted this Plan if this Plan is accepted byholders of at least two-thirds in dollar amount and more than one-half innumber of the Allowed Claims in such Class that have timely and properlyvoted to accept or reject this Plan by so marking and returning their Ballotsby the Voting Deadline.

7.2           Confirmation Pursuant toSection l129(b) of the Bankruptcy Code:  With respect to any Impaired Class thatdoes not accept this Plan, the Debtors intend to request that the BankruptcyCourt confirm this Plan in accordance with section l129(b) of theBankruptcy Code.

**Article VIII**

**Unexpired Leases AndExecutory Contracts**

8.1           Assumption and Rejection ofExecutory Contracts and Unexpired Leases: On the Effective Date, subject to Article 8.3 hereof, all executorycontracts and unexpired leases to which any or all of the Debtors are a partyshall be deemed assumed, except for any executory contracts or unexpired leasesthat (a) have already, by such date, been assumed or rejected pursuant toFinal Order, (b) are designated as a contract or lease to be rejected onthe Schedule of Rejected Contracts and Leases attached to the Plan Supplement,as such Schedule of Rejected Contracts and Leases may be amended from time totime on or prior to the Confirmation Date, or (c) are the subject of aseparate motion by the Debtors pending as of the Effective Date to assume orreject executory contracts and unexpired leases pursuant to section 365 ofthe Bankruptcy Code. The Debtors may amend the Schedule of Rejected Contractsand Leases at any time on or prior to the Confirmation Date by filing suchamendment with the Bankruptcy

 

21

----

Court and thereafter serving it on the non-Debtorparties to the executory contracts or unexpired leases added to or deleted fromthe Schedule of Rejected Contracts and Leases.

(a)           On the Effective Date, each executorycontract or unexpired lease of any or all of the Debtors on the Schedule ofRejected Contracts and Leases, as it may be amended from time to time on orprior to the Confirmation Date, shall be rejected by the Debtor identified inthe Schedule of Rejected Contracts and Leases. Each executory contract andunexpired lease assumed pursuant to this Plan by any Debtor shall revest in orbe assigned to Reorganized Debtors, and shall be fully enforceable byReorganized Debtors on and after the Effective Date.

(b)           Notwithstanding anything to thecontrary contained herein, the Debtors reserve the right, through the date thatis 90 days after the Effective Date, to file a motion, complaint or otherpleading with the Bankruptcy Court seeking to ‘recharacterize’ any agreement inthe form of a lease of personal or real property, or declare such an agreement,a financing. To the extent that, in response to such a pleading, the BankruptcyCourt enters a Final Order, either before, on, or after the Effective Date,that any such agreement identified for assumption pursuant to this Plan is, infact, a financing transaction, the non-Debtor party to the Agreement shall havea Miscellaneous Secured Claim to the extent that its Claim for the indebtednessresulting from the recharacterization is a Secured Claim secured by anunavoidable Lien and, to any other extent, a General Unsecured Claim.

8.2           Bar Date for Rejection Damages:  All Claims arising out of the rejection of executory contracts andunexpired leases must be served upon the appropriate Debtor and its counsel withinsixty (60) days after the later of (i) the date of entry of an Orderapproving such rejection or (ii) the Confirmation Date. Any such Claimsnot filed within such time periods shall be forever barred from assertionagainst the respective Debtor, its Estate, and its property.

8.3           Cure of Defaults:  Except to the extent that different treatmenthas been agreed to by the non-Debtor party to any executory contract orunexpired lease to be assumed pursuant to this Plan, the Debtors shall,pursuant to sections 365, l123(a)(5)(G) and l123(b)(2) of theBankruptcy Code, on the Effective Date (or such other date as the BankruptcyCourt may require), file with the Bankruptcy Court, and serve on the non-Debtorparty to each such executory contract or unexpired lease to be assumed, anotice listing the monetary payment or other action the Debtors assert isneeded under section 365 of the Bankruptcy Code to cure all defaults bythe Debtors under the executory contract or unexpired lease to be assumedarising or accruing on or prior to the Effective Date. The non-Debtor partyshall have fifteen days from the date of service of such notice to file withthe Bankruptcy Court and serve on the Debtors any objection to the proposedmonetary cure amount or other cure set forth in the notice served by theDebtors. If such an objection is not timely filed and served, the monetary cureamount or other cure set forth in the Debtors’ notice shall control, theDebtors shall pay any such monetary cure amount in Cash and promptly performany such non-monetary cure (unless the Debtors and the non-Debtor party to theexecutory contract or unexpired lease have agreed to different treatment), andthe non-Debtor party shall be forever barred from claiming that any additionalmonetary cure amount or other cure is owed by any of the Debtors under theexecutory contract or unexpired lease as a result of any default arising oraccruing on or prior to the Effective Date. If an objection is timely filed andserved by the non-Debtor party to the executory contract or unexpired lease,the Bankruptcy Court shall determine the proper monetary cure amount or other

22

----

cure in accordance with section 365 of theBankruptcy Code. Notwithstanding anything to the contrary contained in thisPlan, at all times through the date that is five Business Days after theBankruptcy Court enters a Final Order resolving and fixing any disputed cure orcure amount, the Debtors shall have the right to reject such executory contractor unexpired lease without further Bankruptcy Court Order by providing noticeof the rejection to the non-Debtor party to the executory contract or unexpiredlease.

8.4           Compensation and Benefit Plans andTreatment of Retirement Plans:  Except and to the extent previouslyassumed by an Order, on or before the Confirmation Date, all employeecompensation and benefit plans of the Debtors, including benefit plans andprograms subject to sections 1114 and 1129(a)(13) of the Bankruptcy Code,entered into before or after the Commencement Date and not since terminated,shall be deemed to be, and shall be treated as if they were, executorycontracts that are to be assumed hereunder. The Debtors’ obligations under suchplans and programs shall survive Confirmation of this Plan, except for (i) executorycontracts or employee benefit plans specifically rejected pursuant to this Plan(to the extent such rejection does not violate sections 1114 and1129(a)(13) of the Bankruptcy Code), (ii) such executory contracts oremployee benefit plans that have previously been rejected, are the subject of amotion to reject as of the Confirmation Date, or have been specifically waivedin writing by the beneficiaries of any employee benefit plan or contract and (iii) anysuch executory contracts or employee benefit plans to the extent that theyprovide for stock options, warrants, or otherwise involve the award of equityinterests in Boyds; provided, however, that the Debtors’ obligations, if any,to pay all ‘retiree benefits,’ as defined in section 1114(a) of theBankruptcy Code, shall continue unimpaired and in full force and effect. 

8.5           Post-Petition Executory Contractsand Unexpired Leases:  On theEffective Date, all unexpired leases and executory contracts entered into byany or all of the Debtors after the Commencement Date in the ordinary course ofbusiness shall vest in the applicable Reorganized Debtor or Reorganized Debtorsand shall remain in full force and effect in accordance with their terms or asotherwise provided in this Plan.

**Article IX**

**Means Of Implementation OfThis Plan**

9.1           Vesting of Property:  Except as otherwise provided in this Plan, onthe Effective Date, title to all property of the Debtors’ Estates shallpass to and vest in the applicable Reorganized Debtors, free and clear of allClaims, Interests, Liens, security interests, charges and other encumbrances. Confirmationof this Plan (subject to the occurrence of the Effective Date) shall be bindingon all holders of a Claim or Interest, and the Debtors’ debts shall, without inanyway limiting Article 12 of this Plan, be discharged, as and to the fullextent provided in section 1141 of the Bankruptcy Code.

9.2           Funding:  On or before the Effective Date, theReorganized Debtors shall enter into the Exit Facility. In addition, from andafter the Effective Date, the Reorganized Debtors shall have the right andauthority without further Bankruptcy Court Order to raise additional capitaland obtain additional financing as the Boards of the applicable ReorganizedDebtors deem appropriate.

23

----

9.3           Continued Corporate Existence;Authorized Capital Stock:  The Reorganized Debtors shallcontinue to exist after the Effective Date as separate corporate or otherEntities in accordance with the applicable law in the applicable jurisdictionin which they are incorporated or organized under their respective certificatesof incorporation and by-laws, or other constituent documents, in effect before the Effective Dateexcept as their certificates of incorporation and by-laws or other suchdocuments may be amended pursuant to this Plan. On the Effective Date, withoutany further corporate or other action, the certificate of incorporation and by-laws, orother constituent documents, ofeach Reorganized Debtor shall be amended as necessary to satisfy the provisionsof this Plan and the Bankruptcy Code and shall include, pursuant tosection 1123(a)(6) of the Bankruptcy Code, a provision prohibitingthe issuance of non-voting equity securities. The Reorganized Boyds By-Laws andReorganized Boyds Certificate of Incorporation shall be substantially in theform Filed with the Plan Supplement on or before the date that is tencalendar days prior to the Confirmation Hearing.

9.4           Implementation:  Pursuant to the Confirmation Order, uponConfirmation, the Reorganized Debtors shall be authorized to take all necessaryor appropriate steps, and perform all necessary or appropriate acts, toconsummate the terms and conditions of this Plan. The Reorganized Debtors shallexecute all Plan Documents and such other documents and instruments, and takesuch other actions, as are necessary or appropriate to effectuate thetransactions provided for in this Plan, without the need for any additionalapprovals, notices, authorizations or consents.

9.5           Issuanceof New Securities; Transfer Taxes: The issuance and Distribution of the New Common Stock shall beauthorized upon Confirmation without the need for any further corporate action,under applicable law, regulation, order, rule or otherwise. In accordancewith section l146(c) of the Bankruptcy Code, the issuance, transferor exchange of a security, or the making or delivery of an instrument oftransfer, under this Plan, including the granting or recording of any Lien(including a mortgage) on any property or otherwise pursuant to this Plan, maynot be taxed under any law imposing a stamp tax or similar tax, including amortgage recording tax.

9.6           Cancellationof Existing Securities and Agreements: As of the Effective Date, the Certificates shall evidence solely theright to receive from the Debtors the Distributions of consideration, if any,set forth in Article 6 hereof. On the Effective Date, except as otherwise provided for herein, (i) theExtinguished Securities, to the extent not already cancelled, shall be deemedcancelled and of no further force or effect without any further action on thepart of the Bankruptcy Court or any other Person and (ii) the obligationsof the Debtors under the Extinguished Securities and under the Debtors’certificates of incorporation, or other constituent documents, or any agreements, indentures, orcertificates of designations, governing the Extinguished Securities shall beterminated and discharged; provided, however, that each indenture or otheragreement that governs the rights of the holder of a Claim based on theExtinguished Securities and that is administered by an indenture trustee,agent, or servicer shall continue in effect solely for the purposes of (a) allowingsuch indenture trustee, agent, or servicer to make the Distributions to be madeon account of such Claims hereunder and (b) permitting such indenturetrustee, agent, or servicer to maintain any rights it may have for fees, costs,and expenses under such indenture or other agreement. Additionally, thecancellation of any indenture shall not impair the rights and duties under suchindenture as between the indenture

24

----

trustee thereunderand the beneficiaries of the trust created thereby. The Boyds Subsidiary DebtorStock shall not be cancelled, but shall be reinstated and shall vest inReorganized Boyds as of the Effective Date.

Any actions taken by anindenture trustee, agent or servicer that are not for the purposes authorizedhereunder shall not be binding upon the Debtors. Except with respect to themaking of Distributions as provided in the preceding paragraph, the ReorganizedDebtors may, with or without cause, terminate any indenture or other governingagreement and the authority of any indenture trustee, agent or servicer to actthereunder at any time by giving five Business Days’ written notice oftermination to the indenture trustee, agent, or servicer. As of the EffectiveDate, all Liens, charges, encumbrances and rights related to any Claim orInterest, including, without limitation, those existing under the Indenture,the Senior Subordinated Notes, and any other documents, except to the extentspecifically permitted under Article 9 of this Plan shall be terminated,null and void and of no effect; provided, however, that the Indenture and otheragreements that govern the rights of the holders of the Senior SubordinatedNoteholder Claims shall continue in effect for the purpose of allowing theIndenture Trustee to make the Distributions hereunder on account of such Claimsand enforce the Indenture Trustee Charging Lien, at which point the Indentureshall be cancelled and discharged pursuant to section 1141 of the BankruptcyCode.

9.7           Survival of Indemnification andContribution Obligations: Notwithstanding anything to the contrary contained in this Plan, subjectto and up to the amount of any available insurance coverage under the Debtors’policies available to indemnify the Debtors for such obligations (subject toreduction as coverage may be used and reduced), the obligations of the Debtorsto indemnify and/or provide contribution to their directors, officers, agents,employees and representatives who are serving in such capacity on theConfirmation Date, in respect of all past, present and future actions, suits,proceedings or claims against any of such directors officers, agents, employeesand representatives, based upon any act or omission related to service with,for or on behalf of the Debtors, whether occurring before or after theEffective Date, shall not be discharged or impaired by Confirmation orConsummation of this Plan, but rather shall survive unaffected by this Plan andthe Confirmation Order and be assumed by the Reorganized Debtors to the extentof such insurance coverage. To the extent that any such insurance coverage isinsufficient to render Unimpaired any Claim for indemnity and/or contributionof any of the Debtors’ directors, officers, agents, employees andrepresentatives, such person shall be entitled to File a Proof of Claim forsuch indemnity and/or contribution, which will be treated in accordance withthe relevant provisions of the Bankruptcy Code and this Plan. Any such Claimmust be filed within thirty days of the Confirmation Date. Any such Claim notfiled by that date shall be forever barred, and may not be asserted against anyor all of the Debtors, the Reorganized Debtors, or the property or interests inproperty of the Debtors or the Reorganized Debtors.

9.8           SubstantiveConsolidation for Plan Purposes Only; Procedure:

(a)           Subject to Article 13.1, thisPlan contemplates entry of the Confirmation Order effecting the substantiveconsolidation of the Chapter 11 Cases solely for the purposes of allactions associated with Confirmation and Consummation of this Plan. On theConfirmation Date or such other date as may be set by a Final Order, butsubject to the occurrence of the

25

----

Effective Date: (i) all Intercompany Claims shall be eliminated and extinguished; (ii) allpre-petition cross-corporate guarantees of the Debtors shall be eliminated; (iii) anyobligation of, and all guarantees thereof executed by, one or more of theDebtors shall be deemed to be one obligation of the Debtors; (iv) anyClaims Filed or to be Filed in connection with any such obligation and suchguarantees shall be deemed one Claim against the Debtors; (vi) each andevery Claim Filed in the individual Chapter 11 Case of any of the Debtorsshall be deemed Filed against the Debtors in the consolidated Chapter 11Cases of the Debtors and shall be deemed, subject to the terms of this Plan, asingle obligation of all of the Debtors on and after the Confirmation Date; and(vii) all duplicative Claims (identical in both amount and subject matter)Filed against more than one of the Debtors will be automatically expunged (andwithout the need for the entry of any Order or the filing of any objection), sothat only one Claim survives against the Debtors, but in no way shall suchClaim be deemed Allowed by reason of this Article 9.8. Notwithstanding theprovisions of this Article 9.8 or any other provision of this Plan, eachDebtor shall, as a Reorganized Debtor continue to exist after the EffectiveDate as a separate legal entity from all other Reorganized Debtors and shall,subject to the terms of this Plan, retain title to all the Assets suchDebtor owned immediately prior to the Effective Date. Nothing in this Article 9.8shall affect the legal and organizational structure of the Reorganized Debtorsor limit, modify or otherwise affect the classification of Claims set forth in Article 4of this Plan and the different Distributions each such Class is entitledto receive as set forth in Article 6 of this Plan.

(b)           This Plan will serve as, and will bedeemed to be, a motion for entry of the Confirmation Order, substantivelyconsolidating, subject to the occurrence of the Effective Date, theChapter 11 Cases for the purposes and subject to the terms hereof. Pursuantto Bankruptcy Rule 9019 and any applicable state law, and as considerationfor the Distributions, classifications of Claims, and other benefits providedunder this Plan, the provisions of Article 12.3 shall constitute a compromiseand settlement of any Cause of Action or disputes that could be brought by anyholder of a Claim or Interest asserting that such Claim or Interest would havereceived more favorable treatment had substantive consolidation not beeneffected. The Confirmation Order shall constitute the Bankruptcy Court’sapproval of such compromise and settlement and its finding that this is a goodfaith compromise and settlement pursuant to applicable law given and made afterdue notice and opportunity for a hearing, and shall bar any Cause of Action byany holder of a Claim or Interest with respect to any of the matters describedin this Article 9.

(c)           Nothing herein shall result in theconsolidation of the Non-Debtor Subsidiaries with the Debtors or theReorganized Debtors. Nor shall anything herein be construed to release ordischarge any claims that any of the Reorganized Debtors has or may haveagainst any Non-Debtor Subsidiary, all of which Claims shall be fullypreserved.

9.9           Directorsand Executive Officers:  On the Effective Date, the term ofeach member of the current Board of Directors of Boyds shall automaticallyexpire. The initial Board of Directors of Reorganized Boyds on and after theEffective Date shall consist of four members, consisting of the post-EffectiveDate Chief Executive Officer of Reorganized Boyds and three members to bedesignated by the Senior Secured Lenders. The Debtors shall identify theindividuals proposed to serve as directors of Reorganized Boyds no later than May 15,2006, however, such list may be subject to amendment thereafter. The list ofproposed directors, together with background information regarding suchproposal, will be made available on the website of the Solicitation Agent,www.gardencitygroup.com/cases/bbc, and will also be made

26

----

available by written request to the Garden City Group, Inc.,Attn. Boyds Balloting Agent, 105 Maxess Road, Melville, NY 11747 or by calling 1-800-916-4890.Such list will be included in the Plan Supplement, which shall be Filed withthe Bankruptcy Court on or before the date that is ten calendar days prior tothe Confirmation Hearing. The Board of Directors of Reorganized Boyds shallhave the responsibility for the management, control, and operation ofReorganized Boyds on and after the Effective Date in accordance with applicablelaw. The members of the Debtors’ management team shall maintain their currentpositions as executive officers of the Reorganized Debtors on and after theEffective Date, unless otherwise provided in the Plan Supplement. The currentofficers and directors of each of the Boyds Subsidiaries shall also serve asthe officers and directors of each of the Reorganized Boyds Subsidiaries,respectively, on and after the Effective Date unless otherwise provided in thePlan Supplement.

9.10         CreditorRepresentative.

(a)           By not later than May 15, 2006, theCreditors’ Committee shall designate the Creditor-Representative. The CreditorRepresentative shall have the right to attend and observe, but not vote at, anymeeting of the Board of Directors of Reorganized Boyds, and shall be providedadvance notice of any such meetings to the same extent provided to the membersof the Board of Directors.

(b)           The Creditor Representative shall be providedany documents and information regarding the Reorganized Debtors as may beprovided by the Reorganized Debtors to the members of the Board of Directors(in their capacities as such). For the avoidance of doubt, such informationshall always include notice of any Transaction (other than a Transaction describedin Article 1.1.63 of this Plan) and, upon the reasonable request of theCreditor Representative, shall include any additional financial or otherinformation in the possession of, or reasonably available to, Reorganized Boydsand necessary, in the reasonable judgment of the Creditor Representative, todetermine if such Transaction is a Future Transaction. In addition, theCreditor Representative shall be entitled to receive unaudited quarterly andannual financial statements for Reorganized Boyds (which shall include anincome statement, balance sheet, and statement of cash flows), irrespective ofwhether the same is provided to the Board of Directors of Reorganized Boyds.

(c)           The CreditorRepresentative shall have a duty of confidentiality to Reorganized Boydscommensurate with that of the members of the Board of Directors and shall beprohibited from using confidential information obtained in its capacity as aCreditor Representative for any purpose other than for the purpose ofexercising its rights and responsibilities accorded under this Plan. Infurtherance of, and consistent with, this Article 9.10(c), as of theEffective Date, Reorganized Boyds and the Creditor Representative shall enterinto an agreement reasonably acceptable to Reorganized Boyds and the CreditorRepresentative with respect to such matters and to such other matters(including conflicts of interest, corporate opportunity and information aboutthe Creditor Representative) customarily addressed in similar arrangementsbetween a company and its non-employee directors. The Creditor Representativeshall have no other duties or obligations to Reorganized Boyds except as setforth in this Article 9.10 and such agreement.

27

----

(d)           The Creditor Representative shallrepresent the interests of the holders of Allowed Claims in Classes 4A and 4Bunder Article 4.2 of this Plan; *provided,however*, that the Creditor Representative shall have no liability tosuch holders except in the event of the Creditor Representative’s willfulmisconduct. Specifically, the Creditor Representative shall be entitled to makehis own independent judgment as to whether any Transaction qualifies as aFuture Transaction. If there is a Disagreement, the Creditor Representative: (i) shallpromptly notify Reorganized Boyds and holders of Allowed Claims in Classes 4Aand 4B of such Disagreement; and (ii) shall have standing, on behalf ofall such holders, to bring such Disagreement to the Bankruptcy Court foradjudication, by motion filed not less than 90 days after the date that theCreditor Representative first notified Reorganized Boyds in writing of theexistence of a Disagreement. Notwithstanding the foregoing, in the event of aDisagreement, the Creditor Representative’s only duty shall be to providenotice in accordance with clause (i) hereof and the CreditorRepresentative shall have no obligation to bring any Disagreement to theBankruptcy Court for adjudication.

(e)           In the event of a resignation of theCreditor Representative, the Creditor Representative shall name a successorCreditor Representative. In the event of a Vacancy, a successor CreditorRepresentative may be designated by the holder or holders of a majority ofoutstanding Allowed Claims in Classes 4A and 4B, collectively. Notice of aVacancy shall be provided by the Reorganized Debtors solely by: (i) theposting of a notice of such Vacancy and the opportunity of a majority holder tofill such Vacancy on the Reorganized Debtors’ website; and (ii) the filingof such notice in the Bankruptcy Court, if the Chapter 11 Cases remain pendingat the time of such Vacancy.

(f)            For the purposes of determiningwhether one or a group of holders that wish to remove or designate a successorCreditor Representative pursuant to subsection (e) hold a majority of theoutstanding Allowed Claims in Classes 4A and 4B, Reorganized Boyds shall beentitled to conclusively rely upon sworn written certifications provided by therelevant holders.

(g)           The Creditor Representative shall notbe entitled to any compensation, but shall be entitled to be reimbursed byReorganized Boyds for its reasonable out-of-pocket expenses that may beincurred in connection with its attendance at meetings of the Board ofDirectors of Reorganized Boyds. The role of the Creditor Representative shallpermanently terminate upon the earlier of: (i) the date upon which aFuture Transaction is consummated; and (b) 36 months after the EffectiveDate (unless there is a Disagreement).

9.11         Reorganized Debtors’ Retention ofClaims Against Other Entities: Except as otherwise expressly provided herein, pursuant tosection l123(b)(3) of the Bankruptcy Code from and after theEffective Date, the Reorganized Debtors shall be deemed the representative ofthe Estates with, and shall retain and have, all rights and authority to continue,pursue or settle, in their discretion and without further Court Order or anyadditional approvals, notices, authorizations or consents, any and all Causesof Action, including Avoidance Actions; provided, however, that the ReorganizedDebtors hereby waive the right to pursue (including by way of counterclaim orsetoff) any actions arising under section 547 of the Bankruptcy Code againstholders of General Unsecured Claims (other than insiders). Unless a Cause ofAction against any Entity is expressly waived, relinquished, released,compromised or settled as provided or identified in this Plan or any FinalOrder, the Debtors expressly reserve and retain all

28

----

Causes of Action for continuation or later prosecutionor adjudication and, therefore, no preclusion doctrine, including the doctrinesof *res judicata*, collateralestoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable orotherwise) or laches, shall apply to such causes of action upon or after theConfirmation or Consummation of this Plan. The Reorganized Debtors shall havesole and complete discretion over whether and how to bring, continue, pursue,release, settle, or otherwise handle or resolve any Causes of Action, includingAvoidance Actions, of the Debtors against any other Entity. From and after theEffective Date, the Reorganized Debtors may settle, withdraw or take any otheraction with respect to any Cause of Action, including any Avoidance Action,without approval of the Bankruptcy Court.

9.12         Exit Facility:  On the Effective Date, Reorganized Boyds, as a borrower, and theReorganized Boyds Subsidiaries, as guarantors, will enter into the ExitFacility. The Exit Facility will provide funding for payments owed to Creditorsunder the Plan, liquidity for working capital and, if so determined byReorganized Boyds, for letters of credit and for other general corporatepurposes to Reorganized Boyds and its debtor and non-debtor subsidiariesfollowing the conclusion of the Chapter 11 Cases.

9.13         Long Term Incentive Plan:  The Reorganized Debtors shall adopt a Long Term Incentive Planthat is intended to provide incentives to certain key employees to continuetheir efforts to foster and promote the long-term growth and performance of theReorganized Debtors. The form of the Long Term Incentive Plan shall besubstantially in the form set forth in the Plan Supplement, which shall beFiled on or before the date that is ten calendar days prior to theConfirmation Hearing.

**Article X**

**Provisions CoveringDistributions**

10.1         Cash Payments:  Any Cash payment to be made pursuant to thisPlan may be made, at the option of the Reorganized Debtors, by draft, check,wire transfer, or as otherwise required or provided in any relevant agreementor applicable law. Cash payments to foreign Creditors may be made, at theoption of the Reorganized Debtors, in such funds and by such means as arenecessary or customary in a particular foreign jurisdiction. Cash payments madepursuant to this Plan in the form of checks shall be null and void if notcashed within 120 days of the date of the issuance thereof. Requests forreissuance of any check shall be made directly to the Reorganized Debtors asset forth in Article 10.12 below.

10.2         Payment of Statutory Fees:  All fees payable pursuant to 28 U.S.C.§ 1930 that are due through the Effective Date shall be paid by theDebtors and any such fees payable by the Reorganized Debtors thereafter shallbe paid by the Reorganized Debtors as and when due.

10.3         No Interest:  Except with respect to holders of unimpairedClaims or Administrative Expense Claims to the extent they are entitled tointerest under applicable law or as otherwise expressly provided herein, noholder of an Allowed Claim or Interest shall receive interest on anyDistribution to which such holder is entitled hereunder, regardless of whethersuch Distribution is made on the Effective Date or thereafter.

29

----

10.4         Allocation of Distributions toPrincipal:  To the extent that anyAllowed Claim entitled to a Distribution under the Plan is comprised ofindebtedness and accrued but unpaid interest thereon, such Distribution shall,to the extent permitted, be allocated for income tax purposes to the principalamount of the Claim first and then, to the extent the consideration exceeds theprincipal amount of the claim, to the portion of such Claim representingaccrued but unpaid interest.

10.5         Fractional Securities:  Notwithstanding any other provision of thisPlan, only whole numbers of shares of New Common Stock will be issued ortransferred, as the case may be, pursuant to this Plan. The Reorganized Debtorswill not distribute any fractional shares of New Common Stock under this Plan. Forpurposes of Distribution, fractional shares of New Common Stock shall berounded up or down to the nearest whole share of New Common Stock, with 1⁄2shares or greater being rounded up.

10.6         De Minimis Distributions:  No Cash payment of less than $10 shall berequired to be made to the holder of any Allowed Claim or Allowed Interest.

10.7         Withholding of Taxes:  The Reorganized Debtors may withhold from anyproperty distributable under this Plan to the extent required by applicable law.As a condition to making any Cash Distribution, the Reorganized Debtors ortheir designee, as the case may be, may request that the holder of any AllowedClaim provide such holder’s taxpayer identification and such othercertification as may be deemed necessary to comply with applicable taxreporting and withholding laws. As a condition to making any Distribution ofNew Common Stock under this Plan, the Reorganized Debtors or their designeeshall have received from the intended recipient of such Distribution, prior tothe Effective Date, such forms and documentation as are necessary orappropriate to establish a complete exemption from withholding taxes. To theextent that such exemption is not established prior to the Effective Date, anyshares that would have been distributed to such intended recipient shallinstead become Reallocated Shares.

10.8         Disbursing Agent:  The Disbursing Agent shall make all Distributions requiredhereunder, except with respect to a holder of a Claim or Interest whoseDistribution is governed by an Indenture or other agreement and is administeredby an indenture trustee, agent, or servicer, which Distributions shall, subjectto the provisions of Articles 10.9 and 10.11 hereof, be deposited with theappropriate indenture trustee, agent, or servicer, who shall deliver suchDistributions to the holders of Claims or Interests in accordance with theprovisions hereof and the terms of the relevant indenture or other governingagreement.

If the Disbursing Agentis an independent third party designated by the Reorganized Debtors to serve insuch capacity (or, in the case of the Indenture, the Indenture Trustee), suchDisbursing Agent and the Indenture Trustee shall receive, without furtherBankruptcy Court approval, reasonable compensation for Distribution servicesrendered pursuant to this Plan and reimbursement of reasonable out-of-pocketexpenses incurred in connection with such services from the Reorganized Debtorson terms acceptable to the Reorganized Debtors. No Disbursing Agent shall berequired to give any bond or surety or other security for the performance ofits duties.

30

----

10.9         Distribution Record Date:  Except as and to the extent otherwiserequired by the customary procedures of DTC, to the extent applicable, as ofthe close of business on the Distribution Record Date, the various transferregisters for each of the Classes of Claims or Interests as maintained by theDebtors, or their agents, will be deemed closed, and there will be no furtherchanges in the record holders of any of the Claims or Interests. The Debtorsand the Reorganized Debtors will have no obligation to recognize any transferof Claims or Interests that occur on or after the Distribution Record Date. TheDebtors and the Reorganized Debtors will be entitled to recognize and deal forall purposes under this Plan only with those record holders stated on the transferledgers as of the close of business on the Distribution Record Date, to theextent applicable. Notwithstanding the foregoing or anything to the contrary inthis Plan, in connection with any Distribution under this Plan to be effectedthrough the facilities of DTC (whether by means of book-entry exchange, freedelivery, DTC’s procedure for Delivery/Withdrawal At Custodian (DWAC) orotherwise), the Debtors and the Reorganized Debtors will be entitled torecognize and deal for all purposes under this Plan with holders to the extentconsistent with the customary practices of DTC used in connection with suchDistribution.

10.10       Surrender of Instruments:  As a condition to receiving any Distributionunder this Plan, at the election of the Reorganized Debtors, each holder of anInstrument evidencing a Claim must surrender such Instrument to ReorganizedBoyds or its designee. Except as may otherwise be agreed by the ReorganizedDebtors, any holder of a Claim that fails to (a) surrender such Instrumentor (b) execute and deliver an affidavit of loss and/or indemnityreasonably satisfactory to the Reorganized Debtors or their designee before thelater to occur of (i) one year following the Effective Date and (ii) sixmonths following the date such holder’s Claim becomes an Allowed Claim shall bedeemed to have forfeited all rights, Claims and/or Interests and may notparticipate in any Distribution under this Plan. Upon timely compliance withthis Article 10, the holder of a Claim or Interest evidenced by any suchlost, stolen, mutilated or destroyed Instrument will, for all purposes underthis Plan, be deemed to have surrendered such Instrument.

10.11       Instructions to Disbursing Agent:  Prior to any Distribution on account of an Allowed SeniorSubordinated Noteholder Claim, the Indenture Trustee shall (i) inform theDisbursing Agent as to the amount of properly surrendered (to the extentrequired) Senior Subordinated Notes and (ii) inform the DisbursingAgent in a properly completed letter of transmittal, accompanied by properlyremitted securities, of the names of holders of Allowed Senior SubordinatedNoteholder Claims, and the Distributions to be distributed to or on behalf ofsuch holders of Allowed Senior Subordinated Noteholder Claims in exchange forproperly surrendered Senior Subordinate Notes. Notwithstanding theforegoing provisions, at the election of Boyds, to the extent that SeniorSubordinated Notes are held through DTC, Distributions on such SeniorSubordinated Notes may be made by means of one or more book-entry exchangesthrough the facilities of DTC in accordance with the customary practices ofDTC, as and to the extent practicable. In connection with any such book-entryexchange, Boyds or Reorganized Boyds and the Indenture Trustee will deliverinstructions to DTC directing DTC to effect Distributions on a *pro rata* basis of the securities issuable under this Planupon which such claims are based.

10.12       Undeliverable or UnclaimedDistributions:  If a Distributionunder the Plan is undeliverable and/or remains unclaimed twelve (12) monthsfollowing the date of such Distribution, then the holder of the applicableAllowed Claim shall cease to be entitled to such

 

31

----

Distribution and suchDistribution shall, subject to applicable law, be retained by the ReorganizedDebtor. Requests for re-issuance of any checks must be made to the ReorganizedDebtors, in writing, within ninety days of the original date of issue of thecheck.

10.13       Services of Indenture Trustee:  The Indenture Trustee’s services with respect to consummation ofthis Plan shall be as set forth herein and as authorized by the Indenture.

10.14       Distributions to Holders of Class 4Aand Class 4B Claims:  AllDistributions (if any) on account of Claims in Class 4A and Class 4Bshall be made as provided for in Article 10.10. Any such Distribution bythe Indenture Trustee shall be made pursuant to the terms of this Plan and theIndenture. Subject to the Indenture Trustee’s receipt of Distributions from theDebtors, the Indenture Trustee shall be solely responsible for allDistributions to holders of Allowed Senior Subordinated Noteholder Claims andno such holder shall have any claim against the Reorganized Debtors for any actor omissions of the Indenture Trustee. Notwithstanding any provision in thisPlan to the contrary, the Indenture shall continue in effect to the extentnecessary to allow the Indenture Trustee to receive and make Distributionspursuant to this Plan on account of Claims in Class 4A and Class 4B. Anyactions taken by the Indenture Trustee on or after the Effective Date that arenot consistent with the Plan and the Indenture shall be null and void asagainst the Reorganized Debtors and (except as may otherwise be ordered by theBankruptcy Court) the Reorganized Debtors shall have no obligations to theIndenture Trustee for any fees, costs and expenses incurred in connection withany such unauthorized action.

10.15       Setoffs:

(a)           The Debtors may, but shall not berequired to, set off against any Claim, and the payments or other Distributionsto be made pursuant to this Plan in respect of such Claim, claims (whetherarising before, on or after the Commencement Date or the Effective Date) of anynature whatsoever that the Debtors may have against the holder of such Claim;but neither the failure to do so nor the allowance of any Claim hereunder shallconstitute a waiver or release by the Debtors of any such claim that theDebtors may have against such holder.

(b)           Nothing herein, including anysubstantive consolidation of the Chapter 11 Cases for purposes ofDistribution contemplated by Article 9.8, is intended or shall beconstrued to limit or otherwise affect any claims, defenses or rights of anyDebtor with respect to setoff or recoupment. The Debtors expressly reserve allsuch claims, defenses and rights with respect to setoff and recoupment.

(c)           Unless the Bankruptcy Court ordersotherwise, any holder of a Claim against any of the Debtors who asserts a rightof setoff against any debt owing to any of the Debtors that arose before theCommencement Date must assert such right of setoff in a timely filed Proof ofClaim or, to the extent such Proof of Claim is not required to preserve suchright of setoff under applicable law, within ninety days after the EffectiveDate, or such right of setoff shall be forever barred.

 

32

----

**Article XI**

**Procedures For ResolvingDisputed Claims**

11.1         Objections to Claims:  After the Effective Date, only theReorganized Debtors shall have the authority, in their sole discretion, toFile, settle, compromise, withdraw or litigate to judgment objections to Claims.The Reorganized Debtors may object to a Claim by filing an objection with theBankruptcy Court and serving such objection upon the holder of such Claim on orbefore the Claims Objection Deadline.

11.2         Litigation and Settlement ofObjections:  Unless otherwise orderedby the Bankruptcy Court or agreed to by written stipulation of the Debtors orthe Reorganized Debtors, or until an objection thereto by the Debtors or byReorganized Debtors is withdrawn, the Debtors or the Reorganized Debtors shalllitigate the merits of each Disputed Claim until determined by a Final Order;provided, however that, (a) prior to the Effective Date, the Debtors,subject to the approval of the Bankruptcy Court, and (b) after theEffective Date, the Reorganized Debtors, without approval of the BankruptcyCourt, may compromise and settle or withdraw any objection to any Claimincluding any Administrative Expense Claim.

11.3         Payments and Distributions WithRespect to Disputed Claims:  Nopayments or Distributions shall be made in respect of any Disputed Claim (orany disputed Administrative Expense Claim) until such Disputed Claim (ordisputed Administrative Expense Claim) becomes an Allowed Claim (or anyAllowed Administrative Expense Claim). Distributions to each holder of a Claim,to the extent that such Claim ultimately becomes an Allowed Claim or AllowedAdministrative Expense Claim, will be made, without interest, in accordancewith the provisions of this Plan.

11.4         Estimation:  For purposes of effectuating this Plan andthe allocations and Distributions to holders of Allowed Claims, the BankruptcyCourt may, pursuant to section 502 of the Bankruptcy Code, by estimationor otherwise, fix or liquidate the amount of any contingent or unliquidatedClaim, in which event the amount so fixed will be deemed the Allowed amount ofsuch Claim for purposes of this Plan or, in lieu thereof, the Bankruptcy Courtmay determine the maximum contingent or unliquidated amount for such Claim,which amount shall be the maximum amount in which such Claim ultimately may beAllowed under this Plan, if such Claim is Allowed in whole or part. TheBankruptcy Court’s determination may limit the Distribution to be made onindividual Disputed Claims, regardless of the amount finally Allowed on accountof such Disputed Claims, and no holder shall have recourse against theReorganized Debtors or any of their respective professionals, consultants,attorneys, advisors, officers, directors, managers or members or theirsuccessors or assigns, or any of their respective property on account thereof.

11.5         Disputed Claim Reserve:  On the Effective Date (or as soon thereafteras is practicable) the Reorganized Debtors shall establish the Disputed ClaimReserve and shall reserve in respect of each Disputed Claim, Cash in an amountrequired by Order (including, without limitation, any Claims Estimation Order)or, in the absence of such order, an amount of Cash that would have beendistributed to the holder of such Disputed Claim on the Effective Date if suchDisputed Claim had been an Allowed Claim on the Effective Date in an amount

 

33

----

equal to the least of (i) theamount of the Claim filed with the Bankruptcy Court, or, if no amount wasspecified, an amount reasonably determined by the Debtors, (ii) if noClaim was filed, the amount listed by the Debtors in the Schedules as notdisputed, contingent or unliquidated, or (iii) the amount, if any,estimated by the Bankruptcy Court pursuant to section 502(c) of theBankruptcy Code. Any Cash reserved by the Reorganized Debtors on account ofsuch Disputed Claims shall be set aside, segregated and held ininterest-bearing accounts or certificates of deposit. Notwithstanding anythingto the contrary contained herein, the amount of Cash (plus interest paymentsand other payments and Distributions in respect thereof and any interestactually earned thereon) reserved in respect of any Disputed Claimpursuant to this Article 11.5 shall constitute the maximum amount of Cashto be distributed to the holder of such Disputed Claim (except with respect toany payments due upon the occurrence of a Future Transaction).

**Article XII**

**Effect Of This Plan OnClaims And Interests**

12.1         Dischargeof All Claims and Interests and Releases:

(a)           Except as otherwise specificallyprovided by this Plan, Confirmation of this Plan (subject to the occurrence ofthe Effective Date) shall discharge and release the Reorganized Debtors, theirsuccessors and assigns and their respective Assets and properties from anydebt, charge, Cause of Action, liability, Lien, encumbrance, security interest,Claim Interest, or other cause of action of any kind, nature or description(including any claim of successor liability) that arose before the ConfirmationDate, and any debt of the kind specified in sections 502(g), 502(h) or 502(i) ofthe Bankruptcy Code, whether or not a Proof of Claim or Interest is or couldhave been Filed or is deemed Filed, whether or not such Claim or Interest is orcould have been Allowed, and whether or not the holder of such Claim orInterest voted or could have voted to accept or reject this Plan.

(b)           Except as otherwise specificallyprovided by this Plan or the Confirmation Order, effective as of the EffectiveDate, none of the Debtor Releasees shall have any responsibility, or have orincur any liability, to any Entity whatsoever (i) for any matter expresslyapproved or directed by the Confirmation Order or (ii) under any theory ofliability (except for any claim based upon willful misconduct or grossnegligence) for any act taken or omission made in good faith directlyrelated to formulating, implementing, confirming, or consummating this Plan,the Disclosure Statement, or any Plan Document; provided, however,that nothing in this Article 12.1 shall limit the liability of any Entityfor breach of any express obligation it has under this Plan, the PlanDocuments, or any other documents executed in connection herewith or therewithor pursuant hereto or thereto, or under any other agreement or document enteredinto by such Entity in accordance with or pursuant to the terms of this Plan,except to the extent expressly provided herein.

(c)           **Except as otherwisespecifically provided by this Plan or the Confirmation Order, on the EffectiveDate, each of the Debtors shall release unconditionally, and hereby is deemedto release unconditionally each of the Debtor Releasees from any and allclaims, obligations, suit, judgments, damages, rights, Causes of Action andliabilities whatsoever, whether known or unknown, foreseen or unforeseen,**

** **

34

----

**existing or hereafter arising, inlaw, equity or otherwise, based in whole or in part upon any act or omission,transaction, event or other occurrence taking place on or after theCommencement Date and up to and including the Effective Date in any wayrelating to the Chapter 11 Cases, this Plan or the Disclosure Statement.**

(d)           Notwithstanding anything in the Planto the contrary, and solely with respect to the United States (which term shallinclude for purposes of the Plan, all agencies of the United States), thedischarge provisions set forth in the Plan shall not operate to expand theDebtors’ discharge beyond those established by the Bankruptcy Code, unlessotherwise agreed to in writing by the United States and the Debtors or theReorganized Debtors, as the case may be. The discharge provisions set forth inthe Plan are not intended, and shall not be construed, to bar the United Statesfrom pursuing any police or regulatory action against the Debtors to the extentexcepted from the automatic stay provisions of Section 362 of theBankruptcy Code.

12.2         Injunction:  The release and discharge pursuant to Article 12.1of this Plan, shall act as an injunction against any Entity commencing orcontinuing, against the Debtors, the Reorganized Debtors, or their successors,or the properties of any of the foregoing, any action, employment of process,or act to collect, offset or recover any Claim or Cause of Action so releasedor discharged. The injunction, discharge and releases described in this Article 12shall apply regardless of whether or not a Proof of Claim or Interest based onany Claim, debt, liability or Interest is Filed or whether or not a Claim orInterest based on such Claim, debt, liability or Interest is Allowed, orwhether or not such entity voted to accept or reject this Plan. Without in anyway limiting the foregoing, all injunctions or stays entered in theChapter 11 Cases and existing immediately prior to the Confirmation Dateshall remain in full force and effect until the Effective Date.

12.3         **Release/Exculpation:  As of the Confirmation Date, but subject tothe occurrence of the Effective Date, and in consideration of the Distributionsto be received under this Plan, except as otherwise specifically provided bythis Plan or the Confirmation Order, (i) each holder of a Claim who hasvoted to accept this Plan shall be deemed to have unconditionally released theDebtor Releasees from any and all claims, obligations, suits, judgments,damages, rights, Causes of Action and liabilities whatsoever which any suchholder may be entitled to assert, whether known or unknown, foreseen orunforeseen, existing or hereafter arising, in law, equity or otherwise, basedin whole or in part upon any act or omission, transaction, event or otheroccurrence taking place from the beginning of time up to and including theEffective Date in any way relating to the Chapter 11 Cases, this Plan or theDisclosure Statement, excepting, however, from such release any obligationowing to a holder of an Allowed Claim arising under this Plan, and furtherexcepting any act of gross negligence or willful misconduct; and (ii) eachholder of a Claim shall be deemed to have unconditionally released the DebtorReleasees from any and all Claims, obligations, suits, judgments, damages,rights, Causes of Action and liabilities whatsoever which any such holder maybe entitled to assert, whether known or unknown, foreseen or unforeseen,existing or hereafter arising, in law, equity or otherwise, based in whole orin part upon any act or omission, transaction, event or other occurrence takingplace on or after the Commencement Date and up to and including the EffectiveDate for which released rights the holder has a Claim that is entitled toreceive or retains value as provided**

** **

35

----

**in this Plan, excepting any actof gross negligence or willful misconduct, provided, however,that nothing in this Plan shall limit any right to object to any ProfessionalFee Claim.**

**Article XIII**

**Conditions Precedent ToConfirmation Order And Effective Date**

13.1         Conditions Precedent to ConfirmationDate:  The Confirmation Order mustbe, in form and in substance, acceptable to the Debtors, Laminar and theCreditors’ Committee before the Plan can be confirmed on the Confirmation Date.

13.2         Conditions Precedent to EffectiveDate:  The following conditions mustoccur and be satisfied or waived by the Debtors, on or before the EffectiveDate for this Plan to become effective on the Effective Date.

(a)           Confirmation Order:  The Confirmation Order shall have beenentered by the Bankruptcy Court and no stay of the Confirmation Order shallhave been entered and remain in effect.

(b)           Authorizations, Consents andApprovals:  All authorizations,consents and regulatory approvals from any Governmental Unit required to beobtained by the Debtors, if any, in connection with this Plan’s effectivenessshall have been obtained.

(c)           Exit Financing:  The Debtors shall have entered into the ExitFacility, or otherwise have available sufficient Cash and liquidity to make thepayments and Distributions contemplated by this Plan on or about the EffectiveDate.

(d)           Plan Documents:  The Plan Documents must be reasonablyacceptable to the Debtors, Laminar and the Creditors’ Committee.

13.3         **Effect ofFailure of Conditions:  If allthe conditions to effectiveness and the occurrence of the Effective Date havenot been satisfied or waived by the Debtors and the Creditors’ Committee in awriting filed with the Bankruptcy Court on or before the first Business Daythat is more than 120 days after the Confirmation Date, then, at the electionand upon motion of the Debtors made before the time that all of the conditionshave been satisfied or so duly waived, the Confirmation Order shall be vacatedby the Bankruptcy Court; provided, however, that notwithstanding the filing ofsuch a motion, the Confirmation Order shall not be vacated if all of theconditions to Consummation set forth in Article 13.2 are either satisfiedor duly waived before the Bankruptcy Court enters an order granting the reliefrequested in such motion.**

**Article XIV**

**Retention Of Jurisdiction**

14.1         Bankruptcy Court to RetainJurisdiction:  The business andAssets of the Debtors shall remain subject to the jurisdiction of theBankruptcy Court until the Effective Date. From and after the Effective Date,the Bankruptcy Court shall retain and have jurisdiction of all

 

36

----

matters arising out of, and related to, theChapter 11 Cases of the Debtors or this Plan pursuant to, and for purposesof, sections 105(a) and 1142 of the Bankruptcy Code and for, among otherthings, the following purposes:

(a)           To hear and determine applicationsfor the assumption or rejection of executory contracts or unexpired leases andthe allowance of Claims resulting therefrom.

(b)           To determine any motion, adversaryproceeding, avoidance action, application, contested matter, and otherlitigated matter pending on or commenced after the Confirmation Date.

(c)           To ensure that Distributions toholders of Allowed Claims are accomplished as provided herein.

(d)           To consider Claims or the allowance,classification, priority, compromise estimation, or payment of any Claim,Administrative Expense Claim, or Interest.

(e)           To consider any objections to a Claimasserted against any of the Debtors and any counterclaims asserted by theReorganized Debtors thereto.

(f)            To enter, implement, or enforce suchorders as may be appropriate in the event the Confirmation Order is for anyreason stayed, reversed, revoked, modified, or vacated.

(g)           To issue injunctions, enter andimplement other orders, and take such other actions as may be necessary orappropriate to restrain interference by any Entity with the Consummation,implementation, or enforcement of this Plan, the Confirmation Order, or anyother Order.

(h)           To hear and determine any applicationto modify this Plan in accordance with section 1127 of the BankruptcyCode, to remedy any defect or omission or reconcile any inconsistency in thisPlan, the Disclosure Statement, or any Order, including the Confirmation Order,in such a manner as may be necessary to carry out the purposes and effectsthereof.

(i)            To hear and determine allProfessional Fee Claims.

(j)            To hear and determine disputesarising in connection with the interpretation, implementation, or enforcementof this Plan, the Confirmation Order, any transactions or payments contemplatedhereby, or any agreement, instrument, or other document governing or relatingto any of the foregoing.

(k)           To take any action and issue suchorders as may be necessary to construe, enforce, implement, execute, and consummatethis Plan, including any release or injunction provisions set forth herein, orto maintain the integrity of this Plan following Consummation.

(l)            To resolve any disputes concerningany release under this Plan of a non-debtor or the injunction under this Plan,or in the Confirmation Order, against actions against such non-debtor.

 

37

----

(m)          To resolve any disputes concerningwhether an Entity had sufficient notice of, among other things:  (i) the Chapter 11 Cases; (ii) theapplicable Claims’ Bar Date; (iii) the hearing on the approval of theDisclosure Statement as containing adequate information; or (iv) thehearing on confirmation of this Plan for the purposes of determining whether aClaim is discharged hereunder.

(n)           To correct any defect, cure any omissionor reconcile any inconsistency in this Plan, Confirmation Order, organizationaldocuments of the Debtors or any other documents relating to this Plan, as maybe necessary to carry out the purposes or intent of this Plan.

(o)           To determine such other matters andfor such other purposes as may be provided in the Confirmation Order.

(p)           To hear and determine mattersconcerning state, local, and federal taxes in accordance with sections 346,505, and 1146 of the Bankruptcy Code.

(q)           To hear any Causes of Actionpreserved under Article 9.11 of this Plan asserted by the ReorganizedDebtors, to the extent permitted by law including any Avoidance Actions.

(r)            To hear and determine any othermatters related hereto and not inconsistent with the Bankruptcy Code andtitle 28 of the United States Code.

(s)           To enter a Final Decree closing theChapter 11 Cases.

(t)            To recover all Assets of theReorganized Debtors and property of their Estates wherever located.

(u)           To resolve any disputes concerningwhether a transaction qualifies as a Future Transaction or any disputeconcerning payments under a Future Transaction.

**Article XV**

**Miscellaneous Provisions**

15.1         Nonvoting Stock:  In accordance with section l123(a)(6) ofthe Bankruptcy Code the Reorganized Debtors’ Certificates of Incorporationshall contain provisions prohibiting the issuance of nonvoting equitysecurities.

15.2         Withdrawal of this Plan:  The Debtors reserve the right, at any timeprior to the entry of the Confirmation Order, to revoke or withdraw this Plan. Ifthe Debtors revoke or withdraw this Plan, if the Confirmation Date does notoccur, or if the Confirmation Order is vacated or if the Effective Date doesnot occur, then (i) this Plan, any settlement or compromise embodied inthis Plan (including the fixing or limiting to an amount certain any Claim or Class ofClaims), the assumption or rejection of executory contracts or unexpired leaseseffected by this Plan, and any document or agreement executed pursuant to thisPlan, will be deemed null and void; (ii) this Plan shall be of no effectand shall be deemed vacated, and the Chapter 11 Cases shall continue as ifthis Plan had never been Filed and, in such event, the rights of any

 

38

----

holder of a Claim or Interest shall not be affectednor shall such holder be bound by, for purposes of illustration only, and notlimitation, (a) this Plan, (b) any statement, admission, commitment,valuation or representation contained in this Plan or the Disclosure Statementor (c) the classification and proposed treatment (including any allowance)of any Claim in this Plan; and (iii) nothing contained in this Plan or inthe Disclosure Statement shall be deemed an admission or statement againstinterest or to constitute a waiver or release of any claims by or against anyDebtor or any other Entity or to prejudice in any manner the rights of anyDebtor or any Entity in any further proceedings involving any Debtor or anyEntity.

15.3         Captions:  Article and Section captions usedin this Plan are for convenience only and will not affect the construction ofthis Plan.

15.4         Method of Notice:  All notices required to be given under thisPlan and the Confirmation Order, if any, shall be in writing and shall be sentby facsimile transmission (with hard copy to follow), by first class mail, postageprepaid, by hand delivery or by overnight courier to:

| If to a Debtor: | The Boyds Collection, Ltd.                   |
|-----------------|----------------------------------------------|
|            | 350 South Street                             |
|            | McSherrystown,  PA 17344                     |
|            | Attn: Jan L.  Murley                         |
|            |                                         |
| with copies to: | Kirkland & Ellis LLP                |
|            | Citigroup Center                             |
|            | 153 East 53rd Street                    |
|            | New York, NY  10022-4611                     |
|            | Attn:                                        | Lisa G. Laukitis |
|            |                                         | Ryan Blaine Bennett |
|            |                                         |   |
|            |                                         | and |
|            |                                         |
|            | Orrick,  Herrington & Sutcliffe LLP |
|            | The Washington  Harbour                      |
|            | 3050 K Street,  N.W.                         |
|            | Washington, DC  20007-5135                   |
|            | Attn: Monique D.  Almy                       |

 

Any of the above may,from time to time, change its address for future notices and othercommunications hereunder by filing a notice of the change of address with theBankruptcy Court.

15.5         Dissolution of the Creditors’Committee:  On the Effective Date, asto the Chapter 11 Cases of the Debtors, the Creditors’ Committee shallcease to exist and its members and employees or agents (including anyattorneys, investment bankers, financial advisors, accountants and otherProfessionals employed) shall cease from all further duties, responsibilitiesand obligations relating to and arising from and in connection with theseChapter 11 Cases and shall have no right to compensation for any furtheractions taken; provided, however, that following the Effective Date, theresponsibilities of the Creditors’ Committee and its members

 

39

----

and employees or agents shall be limited to thepreparation of their respective fee applications, if any.

15.6         Amendments and Modifications to Plan:  The Debtors reserve the right to alter,amend, or modify this Plan at any time, pursuant to and consistent with therequirements of section 1127 of the Bankruptcy Code.

15.7         Exemption from SecuritiesRegistration:  To the maximum extentprovided by the Bankruptcy Code and applicable non-bankruptcy laws, theissuance of any securities, including the New Common Stock and the New SeniorSecured Notes, issued pursuant to this Plan shall be exempt from registrationunder the Securities Act of 1933, as amended, and other securities laws.

15.8         Business Days:  If the Effective Date or any other date onwhich a transaction or deadline may occur under this Plan shall occur on a daythat is not a Business Day, the transaction or deadline contemplated by thisPlan to occur on such day shall instead occur on the next succeeding BusinessDay.

 

40

----

Dated:  April 25, 2006
|        | Respectfully  submitted,                                                                                                                                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                           |
|   | The Boyds  Collection, Ltd.; The Boyds Collection, Ltd., LP; Boyds Operations Inc.; The  Boyds Collection - Pigeon Forge, LLC; The Boyds Collection - Myrtle Beach,  LLC; The Boyds Collection - Branson, LLC; J&T Designs and  Imaginations, Inc.; HC Accents & Associates, Inc.; and  Boyds Bear and Company, LP |
|   |                                                                                                                                                                                                                                                                                                                                           |
|   | Debtors and  Debtors-in-Possession                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                           |
|   | By:                                                                                                                                                                                                                                                                                                                                            | /s/ JAN MURLEY |
|   | Jan Murley, CEO                                                                                                                                                                                                                                                                                                                                |
|   | The Boyds  Collection, Ltd.                                                                                                                                                                                                                                                                                                                    |

 

41

----