Exhibit
2.2


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UNITED
STATES BANKRUPTCY COURT


EASTERN
DISTRICT OF WISCONSIN




In
      re:
              CIB
      MARINE BANCSHARES, INC.
              Debtor
      in Possession.
            Case
      No. 09-33318
              Chapter
      11





FINDINGS
OF FACT, CONCLUSIONS OF LAW AND ORDER (I) APPROVING THE DEBTOR’S (A) DISCLOSURE
STATEMENT PURSUANT TO SECTIONS 1125 AND 1126(b) OF THE BANKRUPTCY CODE, (B)
SOLICITATION OF VOTES AND VOTING PROCEDURES, AND (C) FORMS OF BALLOTS AND (II)
CONFIRMING DEBTOR’S PREPACKAGED PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF
THE BANKRUPTCY CODE








The
above-captioned debtor and debtor in possession (the “Debtor”) having:1





a.
            commenced
      the above-captioned chapter 11 case (the “Chapter 11 Case”) by filing a
      voluntary petition for relief under chapter 11 of title 11 of the United
      States Code, 11 U.S.C. §§ 101 et seq. (as amended,
      the “Bankruptcy Code”) on September 15, 2009 (the “Petition
      Date”);




b.
            continued
      to operate its business and manage its properties as debtor in possession
      pursuant to sections 1107(a) and 1108 of the Bankruptcy
    Code;




c.
            filed,
      on September 16, 2009, (i) the Debtor’s Prepackaged Plan of
      Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the
      “Plan”) [Docket No. 18], and (ii) the Disclosure Statement for
      Debtor’s Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the
      Bankruptcy Code (the “Disclosure Statement”) [Docket No.
      17];




d.
            distributed
      the Disclosure Statement and appropriate Ballots for voting on the Plan to
      Holders of Class 3 (TruPS Claim)s beginning on July 16, 2009, consistent
      with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the
      “Bankruptcy Rules”) and the Local Rules of the United States Bankruptcy
      Court for the Eastern District of Wisconsin(the “Local
      Rules”), set the Voting Deadline as August 17, 2009, at 5:00 p.m.
      (prevailing Central Time), extended the Voting Deadline to
      September 9, 2009 at 5:00 p.m. (prevailing Central Time) and again
      extended the Voting Deadline to September 15, 2009 at 5:00 p.m.
      (prevailing Central Time) as evidence by the Report on Voting Procedures
      and the Tabulation of Ballots on the Debtor’s Prepackaged Plan of
      Reorganization Pursuant to Chapter 11 of the Bankruptcy Code
      [Docket No. 19] (the “Voting
Certification”);




e.
            filed,
      on September 16, 2009, the Debtor’s Motion for Entry of
      Order (A) Scheduling an Objection Deadline and Combined Hearing on its
      Disclosure Statement and Plan Confirmation, (B) Approving Form and Notice
      of Confirmation Hearing, (C) Establishing Procedures for Objections to the
      Plan and Disclosure Statement, (D) Approving Solicitation Procedures, and
      (E) Granting Related Relief [Docket No. 15] (the “Scheduling
      Motion”);




f.
            filed,
      on September 24, 2009, the Summary of Plan of
      Reorganization and Notice of Combined Hearing on (A) Disclosure Statement
      and (B) Confirmation of Plan of Reorganization and Related Matters,
      which contained notice of the commencement of the Chapter 11 Case,
      the date and time
      set for the hearing to consider approval of the Disclosure Statement and
      confirmation of the Plan, the deadline for filing objections to the Plan
      and Disclosure Statement, and a summary of the Plan (the “Confirmation
      Hearing Notice”); and








1









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g.
            served,
      pursuant to the Order
      (A) Scheduling an Objection Deadline and Combined Hearing on Debtor’s
      Disclosure Statement and Plan Confirmation, (B) Approving Form and Notice
      of Confirmation Hearing, (C) Establishing Procedures for Objections to
      Debtor’s Plan and Disclosure Statement, and (D) Granting Related
      Relief [Docket No. 33] (the “Scheduling Order”), the Confirmation
      Hearing Notice in accordance with the terms of the Scheduling Order as
      evidenced by (i) the Affidavit of Service of
      Jennifer B. Herzog [Docket No. 48], (ii) the Affidavit of Service of
      Jennifer B. Herzog[Docket No. 49], (iii) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 56], (iv) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 57], (v) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 58], (vi) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 59], (vii) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 60], (viii) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 70], (ix) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 71], (x) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 78], (xi) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 103], (xii) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 104], (xiii) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 105], (xiv) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 106] and (xv) the Supplemental Affidavit of
      Service of Mary E. Roufus[Docket No. 107] (collectively, the
      “Confirmation Hearing Notice Affidavits”).  The Confirmation
      Hearing Notice gave notice that the hearing to confirm the Plan and
      Disclosure Statement was to be held on October 28, 2009 at 1:30
      p.m.




The Court
having:




a.
            entered,
      on September 18, 2009, the Scheduling
Order;




b.
            set
      October 28, 2009, at 1:30 p.m., prevailing Central Time, as the date and
      time for the commencement of the Confirmation Hearing (as defined herein)
      pursuant to Bankruptcy Rules 3017 and 3018 and sections 1126, 1128, and
      1129 of the Bankruptcy Code, as set forth in the Scheduling
      Order;




c.
            reviewed
      the Plan, the Disclosure Statement, the Voting Certification, the Notice
      Affidavits, the Ballots and all filed pleadings, exhibits, statements, and
      comments regarding Confirmation, including all objections, statements and
      reservations of rights;




d.
            held
      a hearing to consider the adequacy of the Disclosure Statement and the
      Confirmation of the Plan on October 28, 2009 (the “Confirmation Hearing”)
      after due and sufficient notice was given to Holders of Claims against,
      and Equity Interests in, the Debtor and other parties in interest in
      accordance with the Scheduling Order, the Bankruptcy Code, the Bankruptcy
      Rules and the Local Rules, in each as established by the Notice
      Affidavits;




e.
            heard
      the statements, arguments and any objections made by counsel in respect of
      Confirmation;




f.
            considered
      all oral representations, testimony, documents, filings and other evidence
      regarding Confirmation; and




g.
            taken
      judicial notice of all pleadings and other documents filed, all orders
      entered and all evidence and arguments presented in the Chapter 11
      Case.




NOW,
THEREFORE, it appearing to the Court that notice of the Confirmation Hearing and
the opportunity for any party in interest to object to Confirmation have been
adequate and appropriate as to all parties affected or to be affected by the
Plan and the transactions contemplated thereby, and the legal and factual bases
set forth in the documents filed in support of Confirmation and presented at the
Confirmation Hearing establish just cause for the relief granted herein; and
after due deliberation thereon and good cause appearing therefore, the Court
hereby makes and issues the following Findings of Fact, Conclusions of Law and
Orders:









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FINDINGS OF FACT AND
CONCLUSIONS OF LAW




IT IS
HEREBY DETERMINED, FOUND, ADJUDGED, DECREED AND ORDERED THAT:





A.           Findings and
Conclusions.  The findings and conclusions set forth herein and
in the record of the Confirmation Hearing constitute the Court’s findings of
fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil
Procedure, as made applicable herein by Bankruptcy Rules 7052 and
9014.  To the extent any of the following findings of fact constitute
conclusions of law, they are adopted as such.  To the extent any of
the following conclusions of law constitute findings of fact, they are adopted
as such.




B.           Jurisdiction, Venue, Core Proceeding
(28 U.S.C. §§ 157(b)(2), 1334(a)).  The Court has jurisdiction
over the Chapter 11 Case pursuant to 28 U.S.C. § 1334.  Approval of
the Solicitation and Solicitation Procedures (as each such term is defined
herein), Disclosure Statement and confirmation of the Plan are core proceedings
pursuant to 28 U.S.C. §157(b) and the Court has jurisdiction to enter a final
order with respect thereto.  The Debtor is an eligible debtor under
section 109 of the Bankruptcy Code.  Venue is proper in this District
and before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.  The
Debtor is a proper plan proponent under section 1121(a) of the Bankruptcy
Code.




C.           Chapter 11
Petition.  On the Petition Date, Debtor commenced with the
Court a voluntary case under chapter 11 of the Bankruptcy Code.  The
Debtor is authorized to continue to operate its business and manage its
properties as debtor in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.  No trustee or examiner has been appointed in the
Chapter 11 Case pursuant to section 1104 of the Bankruptcy Code.  No
statutory committee of unsecured creditors or equity security holders has been
appointed pursuant to section 1102 of the Bankruptcy Code.




D.           Judicial Notice,
Objections.  The Court takes judicial notice of (and deems
admitted into evidence for Confirmation) the docket of the Chapter 11 Case
maintained by the Clerk of the Court, including all pleadings and other
documents filed, all orders entered and all evidence and arguments made,
proffered or adduced at the hearings held before the Court during the pendency
of the Chapter 11 Case.  Any resolutions of objections to Confirmation
explained on the record at the Confirmation Hearing are hereby incorporated by
reference.  All unresolved objections, statements and reservations of
rights are overruled on the merits.




E.           Burden of
Proof.  The Debtor has the burden of proving the elements of
sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the
evidence.  Debtor has met such burden.




F.           Adequacy of Disclosure
Statement.  The Disclosure Statement (a) contains sufficient
information of a kind necessary to satisfy the disclosure requirements of all
applicable non-bankruptcy law, rules and regulations, including the Securities
Act of 1933, as amended (the “Securities Act”), (b) contains “adequate
information” (as such term is defined in section 1125(a) and used in section
1126(b)(2) of the Bankruptcy Code) with respect to the Debtor, the Plan, and the
transactions contemplated therein and (c) is approved in all
respects.




G.           Voting.  As
evidenced by the Voting Certification, votes to accept or reject the Plan have
been solicited and tabulated fairly, in good faith and in a manner consistent
with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any
applicable non-bankruptcy law, rule and regulation.




H.           Solicitation.  Prior
to the Petition Date, the Plan, the Disclosure Statement and the Ballots and,
subsequent to the Petition Date, the Confirmation Hearing Notice, were
transmitted and served in compliance with the Bankruptcy Code, including
sections 1125 and 1126 thereof, the Bankruptcy Rules, including Bankruptcy Rules
3017 and 3018, the Local Rules and the Scheduling Order.  The forms of
the Ballots adequately addressed the particular needs of the Chapter 11 Case and
were appropriate for Holders of Claims in the Class listed in the chart below,
which lists the Class of Claims entitled under the Plan to vote to accept or
reject the Plan.




Class
                  
                  DesignationClass 3
                  
                  TruPS
Claims









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The
period during which the Debtor solicited acceptances to the Plan was a
reasonable period of time for Holders of Claims entitled to vote to accept or
reject the Plan to make an informed decision to accept or reject the
Plan.  In particular, and without limitation, (a) the Plan, the
Disclosure Statement and the Ballots were transmitted to Holders of Class 3
(TruPS Claims), (b) sufficient and reasonable time and notice was prescribed for
the Holders of TruPS Claims in Class 3 to accept or reject the Plan, (c) the
Ballots submitted by the Holders of TruPS Claims in Class 3 (whether before or
after the commencement of the Chapter 11 Case) were submitted by the Holders of
record of the TruPS Claims in Class 3 on July 15, 2009 (the date specified in
such documents for the purpose of the solicitation) (the “Record Date”) and (d)
the establishment and notice of the Record Date was appropriate and
reasonable.  Pursuant to section 1126(f) of the Bankruptcy Code, the
Debtor was not required to solicit votes from the Holders of Claims or Equity
Interests in the Classes listed in the chart below as each such Class is
Unimpaired under the Plan and conclusively presumed to have accepted the
Plan.




Class
                      
                      DesignationClass 1
                      
                      Other Priority Non-Tax
    ClaimsClass 2
                      
                      Unsecured ClaimsClass 4
                      
                      Equity
Interests





As
described in and as evidenced by the Voting Certification and the Notice
Affidavits, the transmittal and service of the Plan, the Disclosure Statement,
the Ballots, the Confirmation Hearing Notice and publication of such
Confirmation Hearing Notice (all of the foregoing, the “Solicitation”) was
timely, adequate and sufficient under the circumstances.  The
solicitation of votes on the Plan complied with the solicitation procedures set
forth in the Scheduling Motion and approved in the Scheduling Order (the
“Solicitation Procedures”), was appropriate and satisfactory based upon the
circumstances of the Chapter 11 Case and was in compliance with the provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other
applicable rules, laws and regulations.  The Debtor, the Reorganized
Debtor, the Holders of the TruPS Claims and any and all affiliates, directors,
officers, members, managers, shareholders, partners, employees, attorneys and
advisors of each of the foregoing that may have solicited votes on the Plan or
participated in the formulation of the Plan, participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code and, therefore,
are entitled to the protections of section 1125(e) of the Bankruptcy
Code.




I.           Notice.  As is
evidenced by the Voting Certification and the Notice Affidavits, the transmittal
and service of the Plan, the Disclosure Statement and Ballots were adequate and
sufficient under the circumstances, and all parties required to be given notice
of the Confirmation Hearing (including the deadline for filing and serving
objections to confirmation of the Plan) have been given due, proper, timely and
adequate notice in accordance with the Scheduling Order and in compliance with
the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable
non-bankruptcy law, rule and regulation and such parties have had an opportunity
to appear and be heard with respect thereto.  No other or further
notice is required.




J.           Plan Compliance with the Bankruptcy
Code (11 U.S.C. § 1129(a)(1)).  The Plan complies with the
applicable provisions of the Bankruptcy Code and, as required by Bankruptcy Rule
3016, the Plan is dated and identifies the Debtor as proponent, thereby
satisfying section 1129(a)(1) of the Bankruptcy Code.




K.           Proper Classification (11 U.S.C. §§
1122, 1123(a)(1)).  In addition to Administrative Claims
(Article II, Section 2.1 of the Plan) and Priority Tax Claims (Article II,
Section 2.2 of the Plan), which need not be classified, Article III of the Plan
classifies four Classes of Claims and Equity Interests.  The Claims
and Equity Interests placed in each Class are substantially similar to other
Claims and Equity Interests, as the case may be, in each such
Class.  Valid business, factual, and legal reasons exist for
separately classifying the various Classes of Claims and Equity Interests
created under the Plan and such Classes do not unfairly discriminate among
Holders of Claims and Equity Interests.  The Plan, therefore,
satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.




L.           Specified Unimpaired Classes (11
U.S.C. § 1123(a)(2)).  Article IV of the Plan specifies that
Claims or Equity Interests listed in the chart below are unimpaired under the
Plan within the meaning of section 1124 of the Bankruptcy Code, thereby
satisfying section 1123(a)(2) of the Bankruptcy Code.









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Class
                      
                      DesignationClass 1
                      
                      Other Priority Non-Tax
    ClaimsClass 2
                      
                      Unsecured ClaimsClass 4
                      
                      Equity
Interests





M.           Specified Treatment of Impaired
Classes (11 U.S.C. § 1123(a)(3)).  Article IV, Section 4.3 of
the Plan designates the Class of Claims listed in the chart below as impaired
and specifies the treatment of the Claims in that Class within the meaning of
section 1124 of the Bankruptcy Code, thereby satisfying section 1123(a)(3) of
the Bankruptcy Code.




Class
                        
                        DesignationClass 3
                        
                        TruPS
Claims





N.           No Discrimination (11 U.S.C. §
1123(a)(4)).  The Plan provides for the same treatment by the
Debtor for each Claim or Equity Interest in each respective Class unless the
Holder of a particular Claim or Equity Interest has agreed to a less favorable
treatment of such Claim or Equity Interest, thereby satisfying section
1123(a)(4) of the Bankruptcy Code.




O.           Implementation of the Plan (11 U.S.C.
§ 1123(a)(5)).  The Plan provides adequate and proper means for
the implementation of the Plan, thereby satisfying section 1123(a)(5) of the
Bankruptcy Code, including:  (a) the continued corporate existence of
the Debtor; (b) generally allowing for all corporate action necessary to
effectuate the Plan, including the assumption of executory contracts,
appointment of the directors and officers of the Reorganized Debtor, and the
issuance and distribution of the Company Preferred Stock required to be issued
pursuant to the Plan; (c) the adoption and filing of the Articles of Amendment;
(d) the identification of sources of consideration from which the Debtor
will make distributions under the Plan; (e) the retention of all Equity
Interests by the current shareholders; and (f) the preservation of the Debtor’s
Causes of Action.




P.           Non-Voting Equity
Securities/Allocation of Voting Power (11 U.S.C. §
1123(a)(6)).The Articles of Amendment for the Reorganized
Debtor filed as part of the Plan do not authorize the issuance of non-voting
equity securities, thereby satisfying section 1123 (a)(6) of the Bankruptcy
Code.




Q.           Designation of Directors and Officers
(11 U.S.C. § 1123(a)(7)).Article VI, Section 6.1 of the Plan
provides for the continuing existence of the Debtor and Article VIII.A of the
Disclosure Statement identifies the directors and officers of the Reorganized
Debtor and the means for selection of future officers and directors in a manner
consistent with the interests of creditors, equity security Holders and public
policy, thereby satisfying section 1123(a)(7) of the Bankruptcy
Code.




R.           Impairment/Unimpairment of Classes of
Claims and Equity Interests (11 U.S.C. § 1123(b)(1)).  Pursuant
to Article IV of the Plan, the Classes of Claims and Equity Interests listed in
the chart below are impaired, as contemplated by section 1123(b)(1) of the
Bankruptcy Code.




Class
                  
                  DesignationClass 3
                  
                  TruPS
Claims





Pursuant
to Article IV of the Plan, the Classes of Claims and Equity Interests listed in
the chart below are unimpaired, as contemplated by section 1123(b)(1) of the
Bankruptcy Code.




Class
                      
                      DesignationClass 1
                      
                      Other Priority Non-Tax
    ClaimsClass 2
                      
                      Unsecured ClaimsClass 4
                      
                      Equity
Interests









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S.           Assumption and Rejection (11 U.S.C. §
1123(b)(2)).  Article IX of the Plan, governing the assumption
and rejection of executory contracts and unexpired leases, meets the
requirements of section 365 of the Bankruptcy Code.  There have been
no objections to the Debtor’s assumption of executory contracts pursuant to
Article IX of the Plan.




T.           Additional Plan Provisions (11 U.S.C.
§ 1123(b)(6)).  The provisions of the Plan are appropriate and
consistent with the applicable provisions of the Bankruptcy Code, thereby
satisfying section 1123(b)(6) of the Bankruptcy Code.




U.           The Debtor’s Compliance with the
Bankruptcy Code (11 U.S.C. § 1129(a)(2)).  The Debtor has
complied with the applicable provisions of the Bankruptcy Code, thereby
satisfying section 1129(a)(2) of the Bankruptcy
Code.  Specifically:




1.           the
Debtor is an eligible debtor under section 109 of the Bankruptcy Code and is a
proper proponent of the Plan under section 1121(a) of the Bankruptcy
Code;




2.           the
Debtor has complied with applicable provisions of the Bankruptcy Code, except as
otherwise provided or permitted by orders of the Bankruptcy Court;
and




3.           the
Debtor has complied with the applicable provisions of the Bankruptcy Code,
including sections 1125 and 1126, the Bankruptcy Rules, the Local Rules, any
applicable non-bankruptcy law, rule and regulation, the Scheduling Order and all
other applicable law, in transmitting the Plan, the Disclosure Statement, the
Ballots and related documents and notices and in soliciting and tabulating the
votes on the Plan.




V.           Plan Proposed in Good Faith (11
U.S.C. § 1129(a)(3)).  The Debtor has proposed the Plan
(including all documents necessary to effectuate the Plan) and the transactions
contemplated in the Plan in good faith and not by any means forbidden by law,
thereby satisfying section 1129(a)(3) of the Bankruptcy Code.  The
Debtor’s good faith is evident from the facts and record of the Chapter 11 Case,
the Disclosure Statement and the record of the Confirmation Hearing and other
proceedings held in the Chapter 11 Case.  The Plan was proposed with
the legitimate and honest purpose of maximizing the value of the Debtor’s Estate
and to effectuate a successful reorganization of the Debtor, including a
material reduction in the Debtor’s debt, with a view to making the Debtor an
attractive acquisition target.  The Plan (including all documents
necessary to effectuate the Plan) was negotiated at arm’s-length among
representatives of the Debtor, the Holders of TruPS Claims, and their respective
professionals.  Further, the Plan’s classification is consistent with
sections 105, 1122, 1123(b)(6), and 1129 of the Bankruptcy Code and is necessary
for the Debtor’s successful reorganization.




W.           Payment for Services of Costs and
Expenses (11 U.S.C. § 1129(a)(4)).  Any payment made or to be
made by the Debtor or by a person acquiring property under the Plan for services
or for costs and expenses of the Debtor’s professionals in connection with the
Chapter 11 Case, or in connection with the Plan and incident to the Chapter 11
Case, has been approved by, or is subject to the approval of, the Court as
reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy
Code.




X.           Directors, Officers, and Insiders (11
U.S.C. § 1129(a)(5)).  The Debtor has complied with section
1129(a)(5) of the Bankruptcy Code.  The identity and affiliations of
the persons proposed to serve as the initial directors and officers of the
Reorganized Debtor after confirmation of the Plan has been fully disclosed to
the extent available, and the appointment to, or continuance in, such offices of
such persons is consistent with the interests of Holders of Claims and Equity
Interests and with public policy.  Each such individual and each
member of the board of directors of the Reorganized Debtor will serve in
accordance with the terms and subject to the conditions of the certificates of
incorporation and bylaws (or as set forth in the descriptions thereof) and any
other relevant organizational documents, each as applicable.  The
identity of any insider that will be employed or retained by the Reorganized
Debtor and the nature of such insider’s compensation also have been fully
disclosed.




Y.           No Rate Changes (11 U.S.C. §
1129(a)(6)).  The Plan does not provide for rate changes by the
Reorganized Debtor.  Thus, section 1129(a)(6) of the Bankruptcy Code
is not applicable in the Chapter 11 Case.









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Z.           Best Interest of Creditors (11 U.S.C.
§ 1129(a)(7)).  The Plan satisfies section 1129(a)(7) of the
Bankruptcy Code.  The evidence, including the liquidation analysis
provided in the Disclosure Statement, and otherwise submitted, proffered or
adduced before or at the Confirmation Hearing (a) is persuasive and credible,
(b) has not been controverted by other evidence, and (c) establishes that each
Holder of an Impaired Claim or Equity Interest either has accepted the Plan or
will receive or retain under the Plan, on account of such Claim or Equity
Interest, property of a value, as of the Effective Date, that is not less than
the amount that such Holder would receive or retain if the Debtor was liquidated
under chapter 7 of the Bankruptcy Code on such date.




AA.           Acceptance by Certain Classes (11
U.S.C. § 1129(a)(8)).  The Classes of Claims and Equity
Interests listed in the chart below are Classes of Unimpaired Claims or Equity
Interests that are conclusively presumed to have accepted the Plan in accordance
with section 1126(f) of the Bankruptcy Code.




Class
                
                DesignationClass
      1
                
                Other
      Priority Non-Tax ClaimsClass
      2
                
                Unsecured
      ClaimsClass
      4
                
                Equity
      Interests





The Class
of Claims listed in the chart below has voted to accept the Plan in accordance
with sections 1126(b) and (c) of the Bankruptcy Code, and such Class does not
include insiders of the Debtor (as that term is defined in section 101(31) of
the Bankruptcy Code).




Class
                
                DesignationClass
      3
                
                TruPS
      Claims





The Plan
satisfies section 1129(a)(8) and (a)(10) of the Bankruptcy Code.




BB.           Treatment of Administrative Claims,
Priority Tax Claims, and Other Non-Tax Claims (11 U.S.C. §
1129(a)(9)).  The treatment of Administrative Claims pursuant
to Article II, Section 2.1 of the Plan satisfies the requirements of section
1129(a)(9)(A) of the Bankruptcy Code.  The treatment of Priority Tax
Claims pursuant to Article II, Section 2.2 of the Plan satisfies the
requirements of section 1129(a)(9)(C) of the Bankruptcy Code.




CC.           Acceptance by Impaired Class (11
U.S.C. § 1129(a)(10)).  As evidenced by the Voting
Certification, the Class of Claims listed in the chart below voted to accept the
Plan by the requisite numbers and amounts, determined without including any
acceptance of the Plan by any insider (as that term is defined in section
101(31) of the Bankruptcy Code), thereby satisfying the requirements of section
1129(a)(10) of the Bankruptcy Code.




Class
                
                DesignationClass
      3
                
                TruPS
      Claims





DD.           Feasibility (11 U.S.C. §
1129(a)(11)).  The information in the Disclosure Statement and
the evidence proffered or adduced at the Confirmation Hearing (a) is persuasive
and credible, (b) has not been controverted by other evidence, and (c)
establishes that the Plan is feasible and that there is a reasonable prospect of
the Reorganized Debtor being able to meet its financial obligations under the
Plan and its business either in the ordinary course or pursuant to an
acquisition and that confirmation of the Plan is not likely to be followed by
the liquidation or the need for further financial reorganization of the
Reorganized Debtor, except as disclosed in Article V of the Plan, thereby
satisfying the requirements of section 1129(a)(11) of the Bankruptcy
Code.




EE.           Payment of Fees (11 U.S.C. §
1129(a)(12)).  All fees payable under section 1930 of title 28,
United States Code, as determined by the Bankruptcy Code, have been or will be
paid on or before the Effective Date pursuant to Article X of the Plan, thereby
satisfying the requirements of section 1129(a)(12) of the Bankruptcy
Code.









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FF.           Continuation of Employee and Retiree
Benefits (11 U.S.C. § 1129(a)(13)).  Article IV.C.14 of the
Disclosure Statement provides that all employee compensation and benefit plans
of the Debtor, including benefit plans and programs subject to sections 1114 and
1129(a)(13) of the Bankruptcy Code, entered into before or after the Petition
Date and not since terminated, shall be honored.  Accordingly, the
Plan satisfies the requirements of section 1129(a)(13) of the Bankruptcy
Code.




GG.           No Domestic Support Obligations (11
U.S.C. § 1129(a)(14)).  The Debtor is not required by a
judicial or administrative order, or by statute, to pay a domestic support
obligation.  Accordingly, section 1129(a)(14) of the Bankruptcy Code
is inapplicable in the Chapter 11 Case.




HH.           Debtor is Not An Individual (11
U.S.C. § 1129(a)(15)).  The Debtor is not an individual, and
accordingly, section 1129(a)(15) of the Bankruptcy Code is inapplicable in the
Chapter 11 Case.




II.           No Applicable Non-Bankruptcy Law
Regarding Transfers (11 U.S.C. § 1129(a)(16)).  The Debtor
is a moneyed, business or commercial corporation, and accordingly, section
1129(a)(16) of the Bankruptcy Code is inapplicable in the Chapter 11
Case.




JJ.           No Unfair Discrimination; Fair and
Equitable (11 § U.S.C. 1129(b)).  No Classes of Claims or
Equity Interests have voted to reject, or are deemed to have rejected, the
Plan.  Therefore, the provisions of Section 1129(b) are
inapplicable.




KK.           Only One Plan (11 U.S.C. §
1129(c)).The Plan is the only plan filed in the Debtor’s
Chapter 11 Case and, accordingly, section 1129(c) of the Bankruptcy Code is
inapplicable in the Chapter 11 Case.




LL.           Principal Purpose of the Plan (11
U.S.C. § 1129(d)).  The principal purpose of the Plan is not
the avoidance of taxes or the avoidance of the application of section 5 of the
Securities Act.  Accordingly, the Plan satisfies the requirements of
section 1129(d) of the Bankruptcy Code.




MM.           Satisfaction of Confirmation
Requirements.  Based upon the foregoing, the Plan satisfies the
requirements for confirmation set forth in section 1129 of the Bankruptcy
Code.




NN.           Implementation.  All
documents necessary to implement the Plan, and all other relevant and necessary
documents have been negotiated in good faith and at arm’s-length and shall, upon
completion of documentation and execution, be valid, binding and enforceable
agreements and shall not be in conflict with any federal or state
law.




OO.           Settlement.  Except
as otherwise provided in the Plan and the Confirmation Order, the Plan is a
settlement between and among the Debtor and its creditors and equity holders of
all claims and litigation against the Debtor, pending or threatened, or that was
or could have been commenced against the Debtor prior to the date of entry of
the Confirmation Order (other than the Reorganized Debtor’s ability to prosecute
objections to Claims and other retained causes of action to the extent preserved
under the Plan, including but not limited to the provisions of Articles VI,
Sections 6.17 and 6.19 of the Plan).




PP.           Good Faith.  The
Debtor and the Reorganized Debtor will be acting in good faith if they proceed
to (a) consummate the Plan and the agreements, settlements, transactions and
transfers contemplated thereby and (b) take the actions authorized and directed
by the Confirmation Order.




QQ.           Valuation.  The
valuation analysis in Article VI of the Disclosure Statement was prepared by the
Debtor’s financial advisor, Baker Tilly Valuation, LLC, in accordance with
standard and customary valuation principles and practices, and is a fair and
reasonable estimate of the value of the Debtor’s business as a going
concern.




RR.           Retention of
Jurisdiction.  The Court may properly, and upon the Effective
Date shall, retain jurisdiction over all matters arising out of, and related to,
the Chapter 11 Case, including the matters set forth in Article XII of the Plan
and section 1142 of the Bankruptcy Code.









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ORDER




ACCORDINGLY,
IT IS HEREBY ORDERED, ADJUDGED, DECREED AND DETERMINED THAT:




1.           Findings of Fact and Conclusions of
Law.  The above-referenced findings of fact and conclusions of
law are hereby incorporated by reference as though fully set forth herein and
shall constitute findings of fact and conclusions of law pursuant to Bankruptcy
Rule 7052, made applicable herein by Bankruptcy Rule 9014.  To the
extent that any finding of fact shall be determined to be a conclusion of law,
it shall be deemed so, and vice versa.




2.           Notice of the Confirmation
Hearing.  Notice of the Confirmation Hearing complied with the
terms of the Scheduling Order, was appropriate and satisfactory based upon the
circumstances of the Chapter 11 Case and was in compliance with the provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable
non-bankruptcy law, and no further or additional notice was necessary or
required.




3.           Solicitation.  The
solicitation of votes on the Plan complied with the Solicitation Procedures, was
appropriate and satisfactory based upon the circumstances of the Chapter 11
Case, and was in compliance with the provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules and applicable non-bankruptcy
law.




4.           Ballots.  The
Ballots are in compliance with Bankruptcy Rule 3018(c), conform to Official form
B14, and are approved in all respects.




5.           The Disclosure
Statement.  The Disclosure Statement:  (a) complies
in all respects with any disclosure requirement of applicable non-bankruptcy
law, including the Securities Act, to the extent applicable, (b) contains
“adequate information” (as such term is defined in section 1125(a)(1) and used
in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtor, the
Plan, and the transactions contemplated therein, and (c) is approved in all
respects.  To the extent that the Debtor’s solicitation of acceptances
of the Plan is deemed to constitute an offer of new securities, the Debtor is
exempt from the registration requirements of the Securities Act (and of any
equivalent state securities or “blue sky” laws) with respect to such
solicitation under section 4(2) of the Securities Act.  Section 4(2)
of the Securities Act exempts from registration under the Securities Act all
“transactions by an issuer not involving any public offering.”  The
Debtor has complied with the requirements of section 4(2) of the Securities Act,
as the prepetition solicitation of acceptances would constitute a non-public
offering of securities.




6.           Confirmation of the
Plan.  The Plan and each of its provisions shall be, and hereby
are, CONFIRMED under section 1129 of the Bankruptcy Code.  The terms
of the Plan are incorporated by referenced into and are an integral part of the
Confirmation Order.




7.           Objections.  All
objections, responses to, and statements and comments, if any, in opposition to,
the Plan and/or the Disclosure Statement, respectively, other than those
withdrawn with prejudice in their entirety prior to, or on the record at, the
Confirmation Hearing, shall be, and hereby are, overruled in their
entirety.




8.           No Action
Required.  Pursuant to the appropriate provisions of the
Wisconsin Business Corporation Lawand section 1142(b) of
the Bankruptcy Code, no action of the respective directors, stockholders,
managers, or members of the Debtor or Reorganized Debtor, as applicable, shall
be required to authorize the Debtor or Reorganized Debtor, as applicable, to
enter into, execute, deliver, file, adopt, amend, restate, consummate or
effectuate, as the case may be, the Plan and any contract, instrument or other
document to be executed, delivered, adopted or amended in connection with the
implementation of the Plan, including any documentation executed in connection
with the Creditors’ Trust Agreement.




9.           Binding Effect.  On
or after entry of the Confirmation Order and subject to the occurrence of the
Effective Date, the provisions of the Plan and the Confirmation Order shall bind
the Debtor, the Reorganized Debtor, all Holders of Claims and Equity Interests
(irrespective of whether such Claims or Equity Interests are Impaired under the
Plan or whether the Holders of such Claims or Equity Interests accepted or are
deemed to have accepted the Plan), all entities that are parties to or are
subject to settlements, compromises, releases, discharges and injunctions
described in the Plan or herein, any and all non-Debtor parties to executory
contracts and unexpired leases with the Debtor, any other party in interest in
the Chapter 11 Case and the respective heirs, executors, administrators,
successors or assigns, if any, of any of the foregoing.









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10.           Free and
Clear.  Pursuant to section 1141(b) of the Bankruptcy Code, and
except as otherwise provided in the Plan or in the Confirmation Order, from and
after the Effective Date, the Reorganized Debtor shall be vested with all
property of the Estate, free and clear of all Claims, Liens, encumbrances,
charges and other interests of Holders of Claims or Equity
Interests.  From and after the Effective Date, the Reorganized Debtor
may operate its business and use, acquire or dispose of assets free of any
restrictions imposed by the Bankruptcy Code, the Bankruptcy Rules, the
Bankruptcy Court, or the Office of the United States Trustee (except for
quarterly operating reports and fees associated therewith).  In
addition, on the Effective Date, the Reorganized Debtor may engage in any other
transactions in furtherance of the Plan.




11.           Authorizations to Take Acts Necessary
to Implement Plan.  The Debtor or the Reorganized Debtor, as
applicable, may take all actions to execute, deliver, File or record such
contracts, instruments, releases, leases and other agreements or documents and
take such actions as may be necessary or appropriate to effectuate and implement
the provisions of the Plan without the need for any further notice to or action,
order or approval of the Bankruptcy Court, or other act or action under
applicable law, regulation, order or rule except for those expressly required
pursuant to the Plan.  All matters provided for pursuant to the Plan
that would otherwise require approval of the shareholders, directors, managers
or members of the Debtor or the Reorganized Debtor shall be deemed to have been
so approved and shall be in effect prior to, on or after the Effective Date (as
appropriate) pursuant to applicable law and without any requirement of further
action by the shareholders, directors, managers or members of the Debtor, or the
need for any approvals, authorizations, actions or consents except as otherwise
expressly required pursuant to the Plan.  The Confirmation Order shall
constitute all approvals and consents required, if any, by the laws, rules and
regulations of all states and any other governmental authority with respect to
the implementation or consummation of the Plan and any documents, instruments or
agreements, and any amendments or modifications thereto, and any other acts and
transactions referred to in or contemplated by the Plan, the Disclosure
Statement and any documents, instruments or agreements and any amendments or
modifications thereto.  On the Effective Date, or as soon as
thereafter as is practicable, the Reorganized Debtor shall file its Articles of
Amendment with the Wisconsin Department of Financial Institutions – Division of
Corporate and Consumer Services, in accordance with the Wisconsin Business
Corporation Law.




12.           Effectiveness of All
Actions.  Except as set forth in the Plan, all actions
authorized to be taken pursuant to the Plan shall be effective on, prior to or
after the Effective Date pursuant to the Confirmation Order, without the need
for any further notice to or action, order or approval of the Bankruptcy Court,
or other act or action under applicable law, regulation, order or rule except
those expressly required pursuant to the Plan.




13.           Issuance of New
Stock.  The Reorganized Debtor is authorized to issue the
Company Preferred Stock pursuant to the terms and conditions of the
Plan.  Pursuant to section 1141(b) of the Bankruptcy Code, from and
after the Effective Date, the Holders of Equity Interest shall be vested with
the same Equity Interests, each held pre-Petition.




14.           Officers and
Directors.  The structure and composition of the Board of
Directors and the Reorganized Debtor’s officers shall be as set forth in the
Plan and Disclosure Statement.  Each director and officer thereof
shall serve from and after the Effective Date pursuant to the terms of the
organizational documents or other constituent documents.  Pursuant to
section 1129(a)(5)(A)(ii) of the Bankruptcy Code, the Court approves as
consistent with the interests of Holders of Claims and Equity Interests and with
public policy the selection, election and/or continuance, as the case may be, of
these individuals; provided, that nothing set
forth herein shall prevent any of the foregoing individuals from resigning or
from being removed or replaced as an officer or director without further order
of the Court in accordance with the terms of the Reorganized Debtor’s
organizational documents, as applicable.  On the Effective Date (or on
the Confirmation Date with respect to any actions taken prior to the Effective
Date), the adoption and filing (as necessary) of the Reorganized Debtor’s
organizational documents not otherwise specifically enumerated in the
Confirmation Order shall be authorized and approved in all respects, subject to
the provisions hereof and in the Plan, and any other applicable
law.









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15.           Compliance with Section 1123(a)(6) of
the Bankruptcy Code.  The Articles of Amendment of the
Reorganized Debtor as set forth in the Plan complies in all respects with
section 1123(a)(6) of the Bankruptcy Code, and are hereby
approved.  The adoption and filing by the Reorganized Debtor of such
Articles of Amendment is hereby authorized, ratified and approved.




16.           Exemption from Securities
Law.The issuance of the Company Preferred Stock pursuant to
the Plan and any subsequent sales, resales or transfers, or other distributions
of any such securities shall be exempt from any federal or state securities laws
registration requirements, including section 5 of the Securities Act, to the
fullest extent permitted by section 1145 of the Bankruptcy Code.  In
addition, under section 1145 of the Bankruptcy Code, any security contemplated
by the Plan and any and all settlement agreements incorporated therein, will be
freely tradable by the recipients thereof, subject to (a) the provisions of
section 1145(b)(1) of the Bankruptcy Code relating to the definition of an
underwriter in section 2(a)(11) of the Securities Act, and compliance with any
rules and regulations of the Securities and Exchange Commission, if any,
applicable at the time of the future transfer of such securities or instruments,
and (b) the restrictions, if any, on the transferability of such security and
instruments in the organizational documents set forth in the Plan or other
constituent documents.




17.           Cancellation of Existing Securities
and Agreements.  On the Effective Date, except as otherwise
specifically provided for in the Plan or the Confirmation Order:  (a)
the obligations of the Debtor under the Debentures and the related Indentures,
the Declarations and the Company Guarantees and any other certificate, share,
note, bond, indenture, purchase right, option, warrant or other instrument or
document directly or indirectly evidencing or creating any indebtedness or
obligation of or ownership interest in the Debtor giving rise to any Claim or
Equity Interest (except such certificates, notes, or other instruments or
documents evidencing indebtedness or obligations of the Debtor that are
reinstated pursuant to the Plan), shall be canceled as to the Debtor, and the
Reorganized Debtor shall not have any continuing obligations thereunder; and (b)
the obligations of the Debtor pursuant, relating or pertaining to any
agreements, indentures, certificates of designation, bylaws or certificate or
articles of incorporation or similar documents governing the shares,
certificates, notes, bonds, indentures, purchase rights, options, warrants or
other instruments or documents evidencing or creating any indebtedness or
obligation of the Debtor (except such agreements, certificates, notes or other
instruments evidencing indebtedness or obligations of the Debtor that are
specifically reinstated pursuant to the Plan) shall be released and discharged;
provided that
notwithstanding Confirmation or the occurrence of the Effective Date, any such
indenture or agreement that governs the rights of the Holder of a Claim or
Equity Interest shall continue in effect solely for purposes of and solely to
the extent necessary for allowing Holders to receive distributions under the
Plan and as provided in the Plan; provided, further, that the
preceding proviso shall not affect the discharge of Claims or Equity Interests
pursuant to the Bankruptcy Code, the Confirmation Order or the Plan or result in
any expense or liability to the Reorganized Debtor, except as provided in the
Plan.




18.           Subordination.  Except
as otherwise expressly provided in any of the Plan, the Confirmation Order, any
other order of the Court:  (a) the classification and manner of
satisfying all Claim and Equity Interests under the Plan takes into
consideration all subordination rights, whether arising by contract or under
general principles of equitable subordination, section 510 of the Bankruptcy
Code, or otherwise; (b) all subordination rights that a Holder of a Claim or
Equity Interest may have with respect to any distribution to be made under the
Plan shall be discharged and terminated and all actions related to the
enforcement of such subordination rights shall be enjoined permanently; and (c)
the distributions under the Plan to the Holders of Allowed Claims will not be
subject to payment of a beneficiary of such subordination rights, or to levy,
garnishment, attachment or other legal process by a beneficiary of such
terminated subordination rights.




19.           Release of
Liens.  Except as otherwise provided herein, in the Plan or in
any contract, instrument, release or other agreement or document created
pursuant to the Plan, and without any prejudice to the rights of the Debtor, on
the Effective Date and concurrently with the applicable distributions made
pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full
of the portion of the Secured Claim that is Allowed as of the Effective Date,
all mortgages, deeds of trust, Liens, pledges or other security interests
against any property of the Estate, shall be fully released and discharged, and
all of the right, title and interest of any Holder of such mortgages, deeds of
trust, Liens, pledges or other security interests shall revert to the
Reorganized Debtor, its successors and assigns.









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20.           Compromise of
Controversies.  In consideration for the distributions and
other benefit provided under the Plan, the provisions of the Plan constitute a
good faith compromise and settlement of all Claims and controversies resolved
under the Plan and the entry of the Confirmation Order constitutes approval of
such compromise and settlement under Bankruptcy Rule 9019, subject to Article
XI, Section 11.2 of the Plan.




21.           Assumption or Rejection of Contracts
and Leases.  Except as otherwise provided in the Plan, in the
Confirmation Order or in any contract, instrument, release, indenture, or other
agreement or document entered into in connection with the Plan, as of the
Effective Date, the Debtor shall be deemed to have assumed each executory
contract and unexpired lease to which it is a party, pursuant to section 365 of
the Bankruptcy Code, unless such contract or lease (a) was previously assumed or
rejected by the Debtor, (b) previously expired or terminated pursuant to its own
terms, or (c) is the subject of a motion to reject filed by the Debtor on or
before the Confirmation Date.  Such contract and lease assumptions or
rejections are hereby approved as of the Effective Date pursuant to sections
365(b) and 1123(b) of the Bankruptcy Code and all objections, if any, are
overruled.




22.           Tax Claims Bar
Date.  Any Creditor holding a Priority Tax Claim or any Claim
that would otherwise be of a kind specified in section 507(a)(8) of the
Bankruptcy Code, but for the fact that such Claim arose prior to the applicable
statutory period set forth in section 507(a)(8) of the Bankruptcy Code must file
a Proof of Claim on account of such Claim and such Proof of Claim must be filed
with the Bankruptcy Code on or before December 15, 2009, and all such Claims for
which a Proof of Claim is not timely Filed may be forever barred from assertion
against the Debtor or the Reorganized Debtor, their Estates and their
property.




23.           Resolution of Contingent,
Unliquidated and Disputed Claims.  Except as otherwise set
forth herein or by order of the Bankruptcy Court, the Debtor and the Reorganized
Debtor, as applicable, shall have exclusive authority to File objections to, and
settle, compromise, withdraw or litigate to judgment objections to any and all
Disputed claims.  From and after the Effective Date, the Reorganized
Debtor, as applicable, may settle, compromise or withdraw objections to any
contingent or Disputed Claim without approval of the Bankruptcy Court or notice
to any party.  Except as otherwise set forth herein, the Debtor, prior
to the Effective Date, and thereafter the Reorganized Debtor, shall have the
exclusive authority to File objections to and settle, compromise, withdraw or
litigate to judgment objections to any and all Disputed Claims not otherwise
reflected in the Debtor’s books and records and not otherwise satisfied and paid
pursuant to Article VIII of the Plan.  From and after the Effective
Date, the Reorganized Debtor may settle, compromise or withdraw objections to
any Disputed Claim without approval of the Bankruptcy Court or notice to any
party.  Except as expressly provided by the Plan or in any order
entered in the Chapter 11 Case prior to the Effective Date (including the
Confirmation Order), no Claim shall be deemed Allowed unless and until such
Claim is deemed Allowed under the Plan or the Bankruptcy Code or the Bankruptcy
Court has entered a Final Order (including the Confirmation Order) in the
Chapter 11 Case allowing such Claim.  Except as expressly provided by
the Plan or any order entered in the Chapter 11 Case prior to the Effective Date
(including the Confirmation Order), the Reorganized Debtor will have and shall
retain after the Effective Date any and all rights and defenses that the Debtor
had with respect to any Claim as of the Petition Date.




24.           Authorization to
Consummate.  The Debtor is authorized to consummate the Plan at
any time after the entry of the Confirmation Order subject to satisfaction or
waiver (by the required parties) of the conditions precedent to Consummation set
forth in Article X of the Plan.




25.           Professional
Compensation.  Professionals or other Entities asserting a Fee
Claim for services rendered before the Confirmation Date must File and serve on
the “Notice Parties,” as that term is defined in the Debtor’s Motion for Administrative
Order Establishing Procedures for Interim Compensation and Reimbursement of
Expenses of Professionals, an application for final allowance of such Fee
Claim no later than 45 days after the Effective Date. Objections to the final
allowance of any Fee Claim must be Filed and served on the Reorganized Debtor
and the requesting party by the later of (a) 45 days after the Effective Date or
(b) 30 days after the Filing of the applicable request for payment of the Fee
Claim. Notice of a hearing on the final allowance of Fee Claims shall be
provided in accordance with the Bankruptcy Code, the Bankruptcy Rules and the
Local Rules. The Reorganized Debtor is authorized to pay compensation for
professional services rendered and reimbursement of expenses incurred after the
Effective Date in the ordinary course of business and without the need for Court
approval.









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26.           Administrative
Claims.  Subject to the provisions of sections 328(a), 330 and
331 of the Bankruptcy Code, in full and final satisfaction, settlement, release
and discharge of, and in exchange for, each Allowed Administrative Claim, each
Holder of such Allowed Administrative Claim shall be paid in full in Cash the
unpaid portion of such Allowed Administrative Claim in accordance with the terms
of the applicable contract or agreement governing such Claim, if any, or
otherwise in the ordinary course of business.




27.           Discharge.  As of
the Effective Date, except as otherwise provided in the Plan and the
Confirmation Order, the confirmation of the Plan shall:  (a) as
provided in and pursuant to Article XI, Section 11.2 of the Plan and except as
otherwise provided in the Plan, discharge and release all Claims, Equity
Interests and Causes of Action against the Debtor or any of its assets or
properties of any nature whatsoever, including any interest accrued on Claims or
Equity Interest from and after the Petition Date, whether known or unknown,
against, liabilities of, Liens on, obligations of, rights against and Equity
Interests in the Debtor, such assets or properties, regardless of whether any
property shall have been distributed or retained pursuant to the Plan on account
of such Claims and Equity Interests, including demands, liabilities and Causes
of Action that arose before the Effective Date, any contingent or non-contingent
liability on account of representations or warranties issued on or before the
Effective Date, and all debts of the kind specified in sections 502(g), 502(j)
or 502(i) of the Bankruptcy Code, in each case whether or not a Proof of Claim
was filed, such Claim was allowed or the Holder of such Claim has accepted the
Plan and such discharge and release shall constitute a judicial determination of
the discharge of all Claims and Equity Interests and any default by the Debtor
or its Affiliates with respect to any Claim or Equity Interest that existed
immediately prior to or on account of the filing of the Chapter 11 Case shall be
deemed cured; and (b) as provided in and pursuant to Section 6.15 of the Plan,
cancel the Debenture, the related Indentures and the Company Guarantees, and the
Equity Interests, provided that any such indenture or agreement that governs the
rights of the Holder of a Claim or Equity Interest shall continue in effect
solely for the purpose of and solely to the extent necessary for (i) allowing
Holders to receive distributions under the Plan and (ii) as otherwise provided
by the Plan.




28.           Return of
Deposits.  All utilities, including any Person who received a
deposit or other form of adequate assurance of performance pursuant to section
366 of the Bankruptcy Code during the Chapter 11 Case (collectively, the
“Adequate Assurance Deposits”), including any deposit provided pursuant to any
order of the Court approving the Debtor’s Motion for Interim and
Final Orders (i) Prohibiting Utility Providers from Altering, Refusing or
Discontinuing Services to the Debtor; (ii) Deeming Utility Providers Adequately
Assured of Future Performance; and (iii) Establishing Procedures to Determine
Requests for Adequate Assurance of Payment, shall return such Adequate
Assurance Deposits to the Debtor or the Reorganized Debtor, as the case may be,
at the conclusion of the Chapter 11 Case, if not returned or applied
earlier.




29.           Indemnification
Obligations.




a.           As
provided in Article IX, Section 9.3 of the Plan, on and from the Effective Date,
the Reorganized Debtor shall assume all indemnification obligations currently in
place, whether in the bylaws, certificates of incorporation, board resolutions,
contracts, applicable state law, or otherwise for the current and former
directors, officers, managers, employees, attorneys, other professionals and
agents of the Debtor.  Any Claim based on the Debtor’s obligations
herein shall not be a Disputed Claim or subject to any objection in either case
by reason of section 502(e)(1)(B) of the Bankruptcy Code.  In the
event that any Indemnified Party, as a result of matters to which the foregoing
Indemnification may relate, the Reorganized Debtor shall promptly reimburse any
such Indemnified Party, in accordance with, and to the extent of, the
Reorganized Debtor’s indemnification obligations, for its reasonable and
documented legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith as such expenses are incurred and
after a request for indemnification is made in writing, with reasonable
documentation in support thereof.




b.           As
of the Effective Date, the Debtor shall assume (and assign to the Reorganized
Debtor if necessary to continue the D&O Liability Insurance Policies in full
force) all of the D&O Liability Insurance Policies pursuant to section
365(a) of the Bankruptcy Code.  Notwithstanding anything to the
contrary contained herein, Confirmation of the Plan shall not discharge, impair
or otherwise modify any obligations assumed by the foregoing assumption of the
D&O Liability Insurance Policies, and each such obligation shall be deemed
and treated as an executory contract that has been assumed by the Debtor under
the Plan as to which no Proof of Claim need be









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30.           Payment of Statutory
Fees.  All fees payable pursuant to section 1930 of title 28 of
the United States Code shall be paid as and when due or otherwise pursuant to an
agreement between the Reorganized Debtor and the United States Department of
Justice, Office of the United States Trustee, until such time as the Chapter 11
Case shall be closed and Debtor shall pay any such fees.




31.           Compliance with Tax
Requirements.  Each Holder of an Allowed Claim that is to
receive a distribution under the Plan shall have the sole and exclusive
responsibility for the satisfaction and payment of any tax obligations imposed
by any governmental unit, including income, withholding and other tax
obligations, on account of such distribution.  Any party issuing any
instruments or making any distribution under the Plan has the right, but not the
obligation, to not make a distribution until such Holder has made arrangements
satisfactory to such issuing or distributing party for payment of any such tax
obligations.  The Reorganized Debtor and the Disbursing Agent are
authorized to take all actions necessary or appropriate to comply with
applicable withholding and reporting requirements, including liquidating a
portion of the distribution to be made under the Plan to generate sufficient
funds to pay applicable withholding taxes, withholding distributions pending
receipt of information necessary to facilitate such distributions, or
establishing any other mechanisms they believe are reasonable and
appropriate.




32.           Documents, Mortgages and
Instruments.  Each federal, state, commonwealth, local, foreign
or other governmental agency is hereby authorized to accept any and all
documents, mortgages and instruments necessary or appropriate to effectuate,
implement or consummate the transactions contemplated by the Plan and the
Confirmation Order.




33.           Reversal/Stay/Modification/Vacatur of
Confirmation Order.  Except as otherwise provided in the
Confirmation Order, if any or all of the provisions of the Confirmation Order
are hereafter reversed, modified, vacated or stayed by subsequent order of the
Court, or any other court, such reversal, stay, modification or vacatur shall
not affect the validity or enforceability of any act, obligation, indebtedness,
liability, priority or lien incurred or undertaken by the Debtor or the
Reorganized Debtor, as applicable, prior to the effective date of any such
reversal, stay, modification or vacatur.  Notwithstanding any such
reversal, stay, modification or vacatur of the Confirmation Order, any such act
or obligation incurred or undertaken pursuant to, or in reliance on, the
Confirmation Order prior to the effective date of such reversal, stay,
modification or vacatur shall be governed in all respects by the provisions of
the Confirmation Order and the Plan or any amendments or modifications
thereto.




34.           Continued Effect of Stays and
Injunction.  All injunctions or stays provided in, or in
connection with, the Chapter 11 Case, whether pursuant to sections 105 or 362 of
the Bankruptcy Code, or any other applicable law or court order, in effect
immediately prior to the Confirmation of the Plan, shall remain in full force
and effect thereafter, except as otherwise provided by the Confirmation Order,
the Plan or their own terms.  Nothing herein shall bar the taking of
such other actions as are necessary to effectuate the transactions specifically
contemplated by the Plan or by the Confirmation Order.




35.           Preservation of Causes of
Action.  Any Causes of Action that the Debtor may hold against
any Entity are hereby preserved in accordance with Article VI, Section 6.17 of
the Plan.




36.           Retention of
Jurisdiction.  Notwithstanding the entry of the Confirmation
Order or the occurrence of the Effective Date, pursuant to sections 105 and 1142
of the Bankruptcy Code, the Court, except as otherwise provided in the Plan or
herein, shall retain exclusive jurisdiction over all matters arising out of, and
related to, the Chapter 11 Case to the fullest extent as is legally permissible,
including jurisdiction over the matters set forth in Article XII of the
Plan.




37.           Provisions of Plan and Confirmation
Order Nonseverable and Mutually Dependent.  The provisions of
the Plan and the Confirmation Order, including the findings of the fact and
conclusions of law set forth herein, are nonseverable and mutually
dependent.









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38.           Modifications.  Without
need for further order or authorization of the Court, the Debtor or the
Reorganized Debtor is authorized and empowered to make any and all modifications
to documents that are necessary to effectuate the Plan, that do not materially
modify the terms of such documents and are consistent with the
Plan.  Subject to certain restrictions and requirements set forth in
section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those
restrictions on modifications set forth in the Plan, the Debtor expressly
reserves its right to revoke or withdraw, or to alter, amend or modify
materially the Plan, one or more times, after Confirmation and, to the extent
necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend,
or modify the Plan, or remedy any defect or omission, or reconcile any
inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order
in such matters as may be necessary to carry out the purposes and intent of the
Plan.  Any such modification shall be considered a modification of the
Plan and shall be made in accordance with Article XIII of the
Plan.  Entry of the Confirmation Order means that all modifications or
amendments to the Plan since the solicitation thereof are approved pursuant to
section 1127(a) of the Bankruptcy Code and do not require additional disclosure
or re-solicitation under Bankruptcy Rule 3019.




39.           Governing
Law.  Except to the extent that the Bankruptcy Code or other
federal law is applicable, or to the extent an Exhibit to the Plan provides
otherwise (in which case the governing law specified therein shall be applicable
to such Exhibit), the rights, duties and obligations arising under the Plan
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Wisconsin without giving effect to the principles of conflict of
laws.




40.           Applicable Non-Bankruptcy
Law.  Pursuant to sections 1123(a) and 1142(a) of the
Bankruptcy Code, the provisions of the Confirmation Order, the Plan and related
documents or any amendments or modifications thereto shall apply and be
enforceable notwithstanding any otherwise applicable non-bankruptcy
law.




41.           Notice of Confirmation
Order.  In accordance with Bankruptcy Rules 2002 and 3020(c),
as soon as reasonably practicable after the Effective Date, the Debtor shall
serve notice of the entry of the Confirmation Order, substantially in the form
annexed hereto as Exhibit B to all
parties who hold a Claim or Equity Interest in the Chapter 11 Case, including
those parties who have requested service of papers under Bankruptcy Rule 2002
and the U.S. Trustee.  Such notice is hereby approved in all respects
and shall be deemed good and sufficient notice of entry of the Confirmation
Order.




42.           Waiver of Stay.  The
stay of the Confirmation Order provided by any Bankruptcy Rule (including
Bankruptcy Rules 3020(e), 6004(h) and 6006(d)), whether for ten (10) days or
otherwise, is hereby waived, and the Confirmation Order shall be effective and
enforceable immediately upon its entry by the Court.




43.           References to Plan
Provisions.  References to Articles of the Plan are inserted
for convenience of reference only and are not intended to be a part of or to
affect the interpretation of the Plan except as specifically provided
herein.  The failure to specifically include or to refer to any
particular article, section or provision of the Plan or any related document in
the Confirmation Order shall not diminish or impair the effectiveness of such
article, section or provision, it being the intent of the Bankruptcy Court that
the Plan and any related documents be confirmed in their entirety.




44.           Headings.  Headings
utilized herein are for convenience and reference only, and shall not constitute
a part of the Plan or the Confirmation Order for any other purpose.




45.           Effect of Conflict Between the Plan
and Confirmation Order.  If there is any inconsistency between
the terms of the Plan and the terms of the Confirmation Order, the terms of the
Confirmation Order shall govern and control.




46.           No Waiver.  The
failure to specifically include any particular provision of the Plan in the
Confirmation Order will not diminish the effectiveness of such provision nor
constitute a waiver thereof, it being the intent of the Court that the Plan is
confirmed in its entirety and incorporated hereby by this
reference.









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of 16




47.           Internal Revenue
Service.  Notwithstanding any provision to the contrary in the
Plan, the Confirmation Order or in any other implementing Plan
documents:  (a) nothing shall affect the ability of the Internal
Revenue Service (“IRS”) to pursue, to the extent allowed by non-bankruptcy law,
any non-debtor for any liabilities that may be related to any federal tax
liabilities owed by the Debtor or the Reorganized Debtor; (b) the Priority Tax
Claims Bar Date shall apply to the claims of the IRS only to the extent that the
Debtor or the Reorganized Debtor files its outstanding federal tax returns for
claims that are subject to the Priority Tax Claims Bar Date one hundred and
twenty days prior to the Priority Tax Claims Bar Date; (c) the Debtor or the
Reorganized Debtor will file within 60 days of the Effective Date, or as
otherwise may be mutually agreed in writing, those outstanding federal tax
returns listed by the IRS in its proofs of claims for the Chapter 11 Case; (d)
the IRS rights to setoff and recoupment shall be preserved; (e) with respect to
IRS claims, the automatic stay provision set forth in the Plan shall not extend
beyond the applicable period provided for pursuant to section 362 of the
Bankruptcy Code; and (f) for the sole and limited purpose of payment of the
IRS’s claims, the Effective Date shall be defined as the day selected by the
Debtor that is a Business Day after the Confirmation Date on which the
conditions as specified in the Plan, including Article X, Section 10.2, have
been satisfied or waived; provided, however,that such
date shall be no more than ninety days from the date of the docketing of the
Confirmation Order without further order of the Court.  To the extent
that the Debtor elects not to pay the Priority Tax Claims of the IRS in full on
the Effective Date, payment on such claims shall commence on the Effective Date
and be paid on a no less frequent than equal quarterly basis, or other mutually
agreed upon basis in writing, for a period of not more than five years after the
Petition Date with interest to accrue from the Effective Date at the rate and
method set forth in 26 U.S.C. Sections 6621 and 6622, or as otherwise may be
mutually agreed in writing.




48.           Final Order.  The
Confirmation Order is a final order and the period in which an appeal must be
filed shall commence upon the entry hereof.





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