Exhibit 99.1



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|- |  | -----------------------------------------
|1 |  | LATHAM & WATKINS LLP                     
|  |  | Michael S. Lurey, CA State Bar No. 048235
|2 |  | Gregory O. Lunt, CA State Bar No. 173297 
|  |  | 633 West Fifth Street, Suite 4000        
|3 |  | Los Angeles, California 90071-2007       
|  |  | Telephone: (213) 485-1234                
|4 |  | Facsimile: (213) 891-8763                



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|- |  | ------------------------------------------------------
|5 |  |                                                       
|  |  | Counsel for Consolidated Freightways Corporation      
|6 |  | of Delaware, et al., Debtors and Debtors-in-Possession



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|7  |  |                               
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|8  |  | UNITED STATES BANKRUPTCY COURT
|9  |  | CENTRAL DISTRICT OF CALIFORNIA
|10 |  | RIVERSIDE DIVISION            



|   |  |                                  |  |                                      |  |                            
|-- |  | -------------------------------- |  | ------------------------------------ |  | ---------------------------
|11 |  | In re                            |  | Case No.: RS 02-24284 MG            
|   |  |                                 
|12 |  | CONSOLIDATED FREIGHTWAYS         |  | Chapter 11                          
|   |  | CORPORATION OF DELAWARE, et al., |  |                                     
|13 |  | Debtors.                         |  | (Jointly Administered with Case Nos.
|14 |  |                                  |  | RS-02-24289-MG; RS-02-24287-MG;     
|   |  |                                  |  | RS-02-24293-MG; RS-02-24294-MG;     
|15 |  | Fed Tax I.D. No. 94-1444797      |  | and RS-02-24295-MG                  
|   |  |                                  |  |                                     
|16 |  |                                  |  | ORDER CONFIRMING DEBTORS           
|   |  |                                  |  | CONSOLIDATED PLAN OF                
|17 |  |                                  |  | LIQUIDATION DATED JULY 1, 2004      
|   |  |                                  |  | (AS AMENDED)                        
|18 |  |                                  |  |                                     
|   |  |                                  |  | Confirmation Hearing                
|19 |  |                                  |  | Date:                                |  | October 20, 2004           
|   |  |                                  |  | Time:                                |  | 2:00 p.m.                  
|20 |  |                                  |  | Place:                               |  | Courtroom 301              
|   |  |                                  |  |                                      |  | 3420 Twelfth Street        
|21 |  |                                  |  |                                      |  | Riverside, California 92501
|22 |  |                                  |  | Judge:                               |  | Hon. Mitchel R. Goldberg   



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|23 |  | At a hearing (the Confirmation Hearing) held on October 20, 2004, at 2:00               
|   | 
|24 |  | p.m., in the Courtroom of the undersigned United States Bankruptcy Judge, this Court      
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|25 |  | considered (i) the Consolidated Plan of Liquidation Dated July 1, 2004 (as Amended) (the  
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|26 |  | Plan), filed by Consolidated Freightways Corporation of Delaware (CFCD), Consolidated 
|   | 
|27 |  | Freightways Corporation (CFC), Redwood Systems, Inc., Leland James Service Corporation, 
|   | 
|28 |  | CF Airfreight Corporation and CF MovesU.com Incorporated (collectively, the Debtors, and



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|1  |  | each a Debtor), (ii) the modifications to the Plan put on the record at the Confirmation        
|   | 
|2  |  | Hearing, (iii) the documents, evidence and matters listed in the Findings of Fact and Conclusions 
|   | 
|3  |  | of Law re: Order Confirming Debtors Consolidated Plan of Liquidation Dated July 1, 2004 (as      
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|4  |  | Amended), entered by this Court concurrently herewith (the Findings and Conclusions), (iv)      
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|5  |  | the declarations and other evidence submitted in support of the Plan, (v) the objections and      
|   | 
|6  |  | responses filed to the Plan as set forth on the docket of these cases, and (vi) the arguments and 
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|7  |  | evidence proffered at the Confirmation Hearing. Capitalized terms not defined herein shall have   
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|8  |  | the meanings ascribed to them in the Amended Plan (as defined below). Appearances were            
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|9  |  | made at the Confirmation Hearing as noted on the record of the Confirmation Hearing. Based on     
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|10 |  | the record in these cases, the Findings and Conclusions entered contemporaneously herewith,       
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|11 |  | and good cause and adequate notice appearing therefor,                                            
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|12 |  | IT IS HEREBY ORDERED THAT:                                                                        
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|13 |  | A. The Plan, as modified herein and attached hereto as Exhibit A (the                           
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|14 |  | Amended Plan), is CONFIRMED and approved in its entirety; to the extent there exists any        
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|15 |  | conflict or discrepancy between the Amended Plan and this Confirmation Order, this                
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|16 |  | Confirmation Order shall control. The Debtors are hereby authorized to take all steps and do all  
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|17 |  | things necessary to implement the Amended Plan.                                                   
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|18 |  | B. The failure to reference or discuss any particular provision of the                            
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|19 |  | Amended Plan in this Confirmation Order shall have no effect on this Courts approval and         
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|20 |  | authorization of, or the validity, binding effect, and enforceability of, such provision; and each
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|21 |  | provision of the Amended Plan is authorized and approved and shall have the same validity,        
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|22 |  | binding effect, and enforceability as every other provision of the Amended Plan, whether or not   
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|23 |  | mentioned in this Confirmation Order.                                                             
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|24 |  | C. All objections to confirmation of the Amended Plan that were not                               
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|25 |  | withdrawn or otherwise resolved in the manner stated on the record of the Confirmation Hearing    
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|26 |  | or in papers filed with the Court prior to the Confirmation Hearing are overruled.                
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|27 |  | D. The Plan is hereby deemed modified pursuant to Section 1127(a) of the                          
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|28 |  | Bankruptcy Code and Section 15.4 of the Plan to reflect the following:                            



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|1  |  | 1. Section 1.2.89 of the Plan is modified by deleting the period at the end                        
|   | 
|2  |  | thereof and inserting the following in lieu thereof: ; provided that, in determining the amount of
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|3  |  | Allowed Priority Non-Tax Claims under section 507(a)(4) of Bankruptcy Code, the Debtors shall      
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|4  |  | prorate such Claims to the extent required by law in the event that the aggregate amount of such   
|   | 
|5  |  | Claims exceeds the cap set forth in section 507(a)(4)(B) of the Bankruptcy Code.                  
|   | 
|6  |  | 2. Section 3.3 of the Plan is deleted in its entirety and the following is                         
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|7  |  | inserted in lieu thereof:                                                                          
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|8  |  | 3.3    Priority Tax Claims.                                                                        
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|9  |  | With respect to each Allowed Priority Tax Claim, at the sole option of the                         
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|10 |  | Debtors or the Trustee, as applicable, the Trust shall pay to each Holder of an Allowed            
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|11 |  | Priority Tax Claim on account of such Allowed Priority Tax Claim, in full satisfaction,            
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|12 |  | settlement, release and discharge of such Allowed Priority Tax Claim, (a) in accordance            
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|13 |  | with Bankruptcy Code section 1129(a)(9)(C), equal Cash payments made on the last                   
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|14 |  | Business Day of every three-month period following the Effective Date, over a period not           
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|15 |  | exceeding six years after the assessment of the tax on which such Claim is based, totaling         
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|16 |  | the principal amount of such Claim, (b) such other treatment agreed to by the Holder of            
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|17 |  | such Allowed Priority Tax Claim and the Debtors in writing prior to Confirmation,                  
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|18 |  | provided such treatment is no less favorable to the Debtors than the treatment set forth in        
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|19 |  | clause (a) hereof, or (c) payment in full on or as soon as practicable after the Effective         
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|20 |  | Date, provided that alternative (a) under this section shall not be used by the Debtors or         
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|21 |  | the Trustee without the prior consent of the Committee or the Oversight Committee, as              
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|22 |  | applicable. Interest on Allowed Priority Tax Claims will accrue, and be payable, as                
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|23 |  | follows: (i) the Debtors shall not be required to pay post-petition interest on any Allowed        
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|24 |  | Priority Tax Claim (or any portion thereof) that is paid on the Effective Date or within           
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|25 |  | thirty (30) days thereafter; (ii) except for any Allowed Priority Tax Claim (or any portion        
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|26 |  | thereof) paid pursuant to subsection (i) above, the Debtors shall pay interest at the Prime        
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|27 |  | Rate (as defined below) on any unpaid Priority Tax Claim (or any unpaid portion thereof)           
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|28 |  | to the extent it becomes an Allowed Priority Tax Claim, during the period from the                 



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|1  |  | Effective Date through the earlier to occur of payment of such Allowed Priority Tax              
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|2  |  | Claim (or portion thereof) or the first Business Day that is at least one (1) year after the     
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|3  |  | Effective Date (the First Anniversary Date) and (iii) for any Allowed Priority Tax             
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|4  |  | Claim (or any portion thereof) that is not paid on or before the First Anniversary Date,         
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|5  |  | the Debtors shall be required to pay, in addition to the accrued interest described in           
|   | 
|6  |  | subsection (ii) above, interest (from and after the First Anniversary Date) at a rate equal      
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|7  |  | to the Prime Rate plus one percent (1%) until such Allowed Priority Tax Claim (or                
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|8  |  | portion thereof) is paid in full in accordance with this section 3.3. As used in this section    
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|9  |  | 3.3, the term Prime Rate means an adjustable rate of interest equal to the prime rate as       
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|10 |  | announced in The Wall Street Journal (National Edition) on the Effective Date as                 
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|11 |  | adjusted thereafter on a monthly basis on the first Business Day of each calendar month          
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|12 |  | after the Effective Date, as announced in The Wall Street Journal (National Edition). The        
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|13 |  | Trust shall have the right to pay any Allowed Priority Tax Claim, or any remaining               
|   | 
|14 |  | balance of such Claim, in full, at any time on or after the Effective Date, without              
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|15 |  | premium or penalty of any kind (other than accrued interest calculated in accordance with        
|   | 
|16 |  | this section 3.3).                                                                               
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|17 |  | 3. Subsection (9) of Section 7.4 of the Plan is modified by inserting the                        
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|18 |  | following immediately after the semicolon at the end thereof: provided that, in the event that  
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|19 |  | the annual premiums for insurance or bonds to insure the Trustee or the Oversight Committee      
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|20 |  | and its members exceed $250,000 in the aggregate, Court approval shall be required after notice  
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|21 |  | to the Office of the United States Trustee, Crown Enterprises, Inc., Atlas Oil Holdings, Co., the
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|22 |  | Pension Benefit Guaranty Corporation, the Debtors and any other person that specifically         
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|23 |  | requests notice of post-Effective Date matters brought before the Court;.                       
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|24 |  | 4. Subsection (11) of Section 7.4 of the Plan is modified by deleting the                        
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|25 |  | period at the end thereof and inserting the following in lieu thereof: ; provided further that, 
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|26 |  | notwithstanding the foregoing, the Trustee must disclose to the Court, in advance, with notice to
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|27 |  | the Office of the United States Trustee, Crown Enterprises, Inc., Atlas Oil Holdings, Co., the   
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|28 |  | Pension Benefit Guaranty Corporation, the Debtors and any other person that specifically         



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|1  |  | requests notice of post-Effective Date matters brought before the Court, the identity of any     
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|2  |  | insider (as such term is defined in Section 101(31) of the Bankruptcy Code) of the Trustee or any
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|3  |  | member of the Oversight Committee that the Trustee intends to employ at the expense of the       
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|4  |  | Trust;.                                                                                         
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|5  |  | 5. Section 8.4 of the Plan is modified by deleting the period in the second                      
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|6  |  | sentence and inserting the following in lieu thereof: ; provided that, notwithstanding the      
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|7  |  | foregoing, the Oversight Committee must disclose to the Court, in advance, with notice to the    
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|8  |  | Office of the United States Trustee, Crown Enterprises, Inc., Atlas Oil Holdings, Co., the       
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|9  |  | Pension Benefit Guaranty Corporation, the Debtors and any other person that specifically         
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|10 |  | requests notice of post-Effective Date matters brought before the Court, the identity of any     
|   | 
|11 |  | insider (as such term is defined in section 101(31) of the Bankruptcy Code) of the Trustee or any
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|12 |  | member of the Oversight Committee that the Oversight Committee intends to employ at the          
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|13 |  | expense of the Trust.                                                                           
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|14 |  | 6. Section 9.20 of the Plan is deleted in its entirety and the following is                      
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|15 |  | inserted in lieu thereof:                                                                        
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|16 |  | 9.20 Setoff and Recoupment                                                                       
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|17 |  | Nothing in the Plan shall impair the right of any Person, including the Debtors, to              
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|18 |  | set off any obligation which it has against any mutual obligation of another party in            
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|19 |  | accordance with applicable non-bankruptcy law or to assert a right of recoupment in              
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|20 |  | accordance with otherwise applicable non-bankruptcy law. Subject to the preceding                
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|21 |  | sentence, the Trust may, but shall not be required to, set off claims of any nature that the     
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|22 |  | Debtor or the Trust may have against the Holder of any Allowed Claim, whether or not             
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|23 |  | the Debtors or the Trusts claim is released pursuant to the Plan, against any Allowed          
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|24 |  | Claim of such Holder, and against the Distributions to be made by the Trust pursuant to          
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|25 |  | the Plan on account of such Allowed Claim, provided, however, that neither the failure to        
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|26 |  | effect such a setoff, nor the allowance of any Claim against the Debtor or Trust, shall          
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|27 |  | constitute a waiver or release by the Debtor or the Trust of any claim that the Debtor or        
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|28 |  | the Trust may possess against such Holder. Any Creditor that receives a distribution(s)          



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|1  |  | under this Plan and thereafter seeks to exercise a valid right of setoff or recoupment with    
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|2  |  | respect to the unpaid portion of its Allowed Unsecured Claim shall, as a condition to the      
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|3  |  | exercise of such right, return to the Trust an amount, if any, equal to the difference         
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|4  |  | between the amount of the distribution(s) received by such Creditor under the Plan and         
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|5  |  | the amount of the distribution(s) such Creditor would have received had the setoff or          
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|6  |  | recoupment occurred as of the Effective Date. Thus, for example, if a Creditor has an          
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|7  |  | Allowed Unsecured Claim in the amount of $1,000,000 and the distribution to Holders of         
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|8  |  | Allowed Class 4 Claims equals $.15 for every $1 of Allowed Unsecured Claim under the           
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|9  |  | Plan, the Creditor would receive $150,000 in Distributions under the Plan. If the Trustee      
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|10 |  | thereafter asserts an action against the Creditor seeking $800,000 in damages, assuming        
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|11 |  | that (a) the Creditor could exercise the right of setoff with respect to this liability under  
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|12 |  | applicable non-bankruptcy law and (b) the setoff had occurred as of the Effective Date         
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|13 |  | (before any Distributions under the Plan had occurred), the Creditors Unsecured Claim         
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|14 |  | would have been Allowed in the amount of $200,000 ($1,000,000 less the $800,000                
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|15 |  | setoff), for which it would have received Distributions totaling $30,000 in the aggregate.     
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|16 |  | Thus, in order for the Creditor to exercise its right of setoff in this instance, it would be  
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|17 |  | required to pay to the Trust $120,000, which equals the difference between the $150,000        
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|18 |  | in actual Distributions that such Creditor received under the Plan and the $30,000 in          
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|19 |  | Distributions that it would have received under the Plan had the setoff been exercised on      
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|20 |  | or before the Effective Date.                                                                  
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|21 |  | 7. Section 12.9 of the Plan is modified by inserting the following phrase at                   
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|22 |  | the start of subsection (d) thereof: except as set forth in section 9.20 above,.             
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|23 |  | 8. The first sentence of Section 12.11 of the Plan is modified by deleting the                 
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|24 |  | word and immediately after the words other than the Debtors, the Trust and inserting a     
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|25 |  | comma in lieu thereof, and adding the following immediately after the words the LLC Entities:
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|26 |  | and, solely as provided in Section 12.4 of the Plan, GE Capital;                             
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|27 |  | 9. The following is added as a new Section 15.22 to the Plan:                                  
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|28 |  | 15.22    Consolidation Stipulation and Other Agreements                                        



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|1  |  | Except as expressly set forth in the Confirmation Order, nothing in the Plan shall                  
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|2  |  | modify, alter or amend the Consolidation Stipulation, the Consolidation Order, the                  
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|3  |  | Stipulation Between CNF Inc. and Its Affiliates and Debtors with Respect to Canadian                
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|4  |  | Sale Proceeds Distribution, filed on February 23, 2004 (the CNF Stipulation), or that             
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|5  |  | certain Reimbursement Agreement between Bank of America, N.A. and CFCD (the                         
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|6  |  | Reimbursement Agreement). From and after the Effective Date, the Trust shall be                     
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|7  |  | deemed to have assumed the Debtors obligations under the Consolidation Stipulation,                
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|8  |  | the CNF Stipulation and the Reimbursement Agreement, and shall be bound by the terms                
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|9  |  | thereof.                                                                                            
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|10 |  | E. Binding Effect. Pursuant to Section 1141 of the Bankruptcy Code, and                             
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|11 |  | except as expressly provided in the Amended Plan or this Confirmation Order, the provisions of      
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|12 |  | the Amended Plan (including the exhibits to, and all documents and agreements executed              
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|13 |  | pursuant to, the Amended Plan) and this Confirmation Order shall be binding on (i) the Debtors,     
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|14 |  | (ii) the Trustee, (iii) the Oversight Committee, (iv) all holders of Claims against and Interests in
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|15 |  | the Debtors, whether or not impaired under the Amended Plan and whether or not, if impaired,        
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|16 |  | such holder accepted the Amended Plan, and (v) each person acquiring property under the             
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|17 |  | Amended Plan.                                                                                       
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|18 |  | F. Contracts and Leases. On the Effective Date, all executory contracts and                         
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|19 |  | unexpired leases of the Consolidated Estate shall be rejected by the Debtors pursuant to the        
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|20 |  | provisions of Sections 365 and 1123 of the Bankruptcy Code, except for those executory              
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|21 |  | contracts and unexpired leases that (i) have already been assumed or rejected pursuant to an        
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|22 |  | earlier Order of the Court, (ii) are to be assumed and assigned to the Trust pursuant to the        
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|23 |  | Amended Plan, or (iii) are the subject of a motion for such an Order pending as of the Effective    
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|24 |  | Date. All Assumed Executory Contracts set forth on Exhibit B hereto shall be deemed               
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|25 |  | assumed and assigned to the Trust as of the Effective Date.                                         
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|26 |  | G. General Authorizations. Pursuant to Section 1142(b) of the Bankruptcy                            
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|27 |  | Code, the Debtors, the Trustee, the Oversight Committee and all other necessary parties are         
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|28 |  | authorized and empowered to (a) execute and deliver any instrument, agreement or document,          



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|1  |  | (b) perform any act that is necessary, desirable or required to effectuate or comply with the terms
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|2  |  | and conditions of the Amended Plan and consummate the Amended Plan and the transactions            
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|3  |  | contemplated therein, and are authorized and empowered, without limitation, to take all actions    
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|4  |  | necessary or appropriate to enter into, implement, and consummate the contracts, instruments       
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|5  |  | and other agreements or documents created in connection with the Amended Plan, and (c) take        
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|6  |  | any and all actions that deem to be necessary, appropriate or desirable to effectuate the          
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|7  |  | provisions of Section 6.11 of the Amended Plan.                                                    
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|8  |  | H. Trust Agreement. The Trust Agreement shall be, and hereby is, approved                          
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|9  |  | in all respects, and the Debtors, the Committee, the Trustee and the Oversight Committee are       
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|10 |  | hereby authorized to enter into, and perform their respective obligations under, the Trust         
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|11 |  | Agreement in substantially the form attached as Exhibit K to the Disclosure Statement with such    
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|12 |  | non-material modifications, changes and amendments to which they shall reasonably agree or         
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|13 |  | which might reasonably be required or desirable to conform the Trust Agreement to the              
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|14 |  | provisions of this Order.                                                                          
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|15 |  | I. Post-Petition Agreements. The Debtors shall be deemed to have assigned                          
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|16 |  | to the Trustee all of the agreements, contracts and leases set forth on Exhibit C hereto         
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|17 |  | (collectively, the Post-Petition Agreements) effective as of the Effective Date or such other    
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|18 |  | date as may be agreed to between the Debtors and the applicable non-debtor party thereto, and,     
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|19 |  | from and after such time, the Trust shall be deemed to have assumed the Debtors obligations       
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|20 |  | thereunder and be bound thereby. The Trustee is authorized and directed to perform under the       
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|21 |  | Post-Petition Agreements according to their terms and to enter into such agreements, documents,    
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|22 |  | acknowledgements and instruments as may be reasonably requested by any of the non-Debtor           
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|23 |  | parties to the Post-Petition Agreements in order to implement or evidence the provisions of this   
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|24 |  | section.                                                                                           
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|25 |  | J. Authorizations Under Applicable Non-Bankruptcy Law. The Debtors and                             
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|26 |  | the Trustee are authorized and empowered pursuant to Section 105 of the Bankruptcy Code to         
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|27 |  | take any and all actions reasonably necessary to implement the transactions contemplated by the    
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|28 |  |                                                                                                    



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|1  |  | Amended Plan and this Confirmation Order, all without further corporate action or action of the    
|   | 
|2  |  | directors or stockholders of the Debtors.                                                          
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|3  |  | K. Exemption from Transfer Taxes. Pursuant to Section 1146(c) of the                               
|   | 
|4  |  | Bankruptcy Code, the issuance, transfer or exchange of any security or the making or delivery of   
|   | 
|5  |  | any Instrument of transfer under the Amended Plan may not be taxed under any law imposing a        
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|6  |  | stamp tax, use tax, sales tax or similar tax. Any sale of any Asset occurring before, after or upon
|   | 
|7  |  | the Effective Date shall be deemed to be in furtherance of the Amended Plan.                       
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|8  |  | L. Professional Compensation and Reimbursement Claims. All professionals                           
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|9  |  | or other Persons requesting compensation or reimbursement of expenses pursuant to any of           
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|10 |  | Sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered on       
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|11 |  | or before the Effective Date (including, inter alia, any compensation requested by any             
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|12 |  | professional or any other Person for making a substantial contribution in the Cases) shall File    
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|13 |  | and serve on the Debtors and the Trustee an application for final allowance of compensation and    
|   | 
|14 |  | reimbursement of expenses no later than (i) sixty (60) days after the Effective Date (or, if such  
|   | 
|15 |  | day is not a Business Day, the first Business Day after such day), or (ii) such later date as this 
|   | 
|16 |  | Court shall order upon application made prior to the end of such 60-day period. Objections to      
|   | 
|17 |  | applications of professionals or other Persons for compensation or reimbursement of expenses       
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|18 |  | must be Filed and served on the Debtors, the Trustee, the Oversight Committee, and the             
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|19 |  | professionals to whose application the objections are addressed, on or before (i) thirty (30) days 
|   | 
|20 |  | after such application is Filed and served or (ii) such later date as the Court shall order upon   
|   | 
|21 |  | application made prior to the end of such 30-day period or upon agreement between the Trustee      
|   | 
|22 |  | and the affected professional. Any professional fees and reimbursements of expenses incurred       
|   | 
|23 |  | by the Debtors, the Trustee and the Oversight Committee subsequent to the Effective Date may       
|   | 
|24 |  | be paid by the Debtors and the Trustee, as applicable, without application to or Order of the      
|   | 
|25 |  | Court.                                                                                             
|   | 
|26 |  | M. Payment of U.S. Trustee Fees. All fees payable by the Debtors on or                             
|   | 
|27 |  | before the Effective Date pursuant to 28 U.S.C. § 1930 shall be paid by the Debtors on or before   
|   | 
|28 |  |                                                                                                    



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|1  |  | the Effective Date. The Trust shall be liable for all fees payable under 28 U.S.C. § 1930 from        
|   | 
|2  |  | and after the Effective Date.                                                                         
|   | 
|3  |  | N. Amendments and Supplements to the Amended Plan. Any duly                                           
|   | 
|4  |  | authorized amendments and supplements to the Amended Plan are hereby approved.                        
|   | 
|5  |  | O. Settlements. The agreements, settlements, transactions and transfers                               
|   | 
|6  |  | implemented through the Amended Plan are fair, equitable and reasonable, are entered into in          
|   | 
|7  |  | good faith, are in the best interests of the Debtors, the Consolidated Estate, the creditors and their
|   | 
|8  |  | shareholders, and help provide adequate means for implementing the Amended Plan.                      
|   | 
|9  |  | P. Post-Confirmation Notices. Except as otherwise provided in the Amended                             
|   | 
|10 |  | Plan and this Confirmation Order, notice of all subsequent pleadings in these Chapter 11 Cases        
|   | 
|11 |  | shall be limited to counsel for the Debtors, counsel for the Trustee, counsel to the Oversight        
|   | 
|12 |  | Committee, the United States Trustee and any other person that specifically requests notice of        
|   | 
|13 |  | post-Effective Date matters brought before the Court, unless otherwise specified in an Order by       
|   | 
|14 |  | this Court.                                                                                           
|   | 
|15 |  | Q.Injunction. Except to the extent provided to the contrary in the Amended                            
|   | 
|16 |  | Plan (including, without limitation, section 9.20 thereof) or herein, all Persons who have held,      
|   | 
|17 |  | hold or may hold Claims whether or not released above, rights, causes of action, or liabilities or    
|   | 
|18 |  | any Interest based upon any act or omission, transaction or other activity of any kind or nature      
|   | 
|19 |  | that occurred prior to the Effective Date, regardless of the Filing, lack of Filing, allowance or     
|   | 
|20 |  | disallowance of such Claim or Interest and regardless of whether such Person has voted to accept      
|   | 
|21 |  | or reject the Plan, and any successors, assigns or representatives of the foregoing, shall be         
|   | 
|22 |  | precluded and permanently enjoined on and after the Effective Date from (a) commencing or             
|   | 
|23 |  | continuing in any manner any action, cause of action or other proceeding of any kind with             
|   | 
|24 |  | respect to any Claim, Interest or any other right or demand against the Debtors, or any Assets of     
|   | 
|25 |  | the Debtors, (b) the enforcement, attachment, collection or recovery by any manner or means of        
|   | 
|26 |  | any judgment, award, decree or Order with respect to any Claim, Interest or any other right or        
|   | 
|27 |  | Claim against the Debtors, or any Assets of the Debtors, (c) creating, perfecting or enforcing any    
|   | 
|28 |  | encumbrance of any kind with respect to any Claim, Interest or any other right or demand against      



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|1  |  | the Debtors, or any Assets of the Debtors, and (d) asserting any right to subrogation, setoff or    
|   | 
|2  |  | recoupment of any kind with respect to any Claim, Interest or any other right or demand against     
|   | 
|3  |  | the Debtors, or any Assets of the Debtors; provided that, the foregoing injunction, insofar as it   
|   | 
|4  |  | relates to any action, cause of action or other proceeding against any of the Debtors, shall        
|   | 
|5  |  | terminate on the earlier to occur of (i) the dissolution of such Debtor and (ii) the closing of such
|   | 
|6  |  | Debtors Case.                                                                                      
|   | 
|7  |  | R. Applicable Non-Bankruptcy Law. Pursuant to Sections 1123(a) and                                  
|   | 
|8  |  | 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Amended Plan,        
|   | 
|9  |  | and any amendments or modifications thereto shall apply and be enforceable notwithstanding          
|   | 
|10 |  | any otherwise applicable nonbankruptcy law.                                                         
|   | 
|11 |  | S. Semi-Annual Reports. On a semiannual basis, the Trust shall prepare a                            
|   | 
|12 |  | status report setting forth, among other things, a brief description of the status of implementation
|   | 
|13 |  | of the Plan, a summary of any distributions made by the Trust since, as applicable, the Effective   
|   | 
|14 |  | Date or the previous status report, a description of the expenses and costs paid by the Trust since,
|   | 
|15 |  | as applicable, the Effective Date or the previous status report, a summary of the Trusts assets,   
|   | 
|16 |  | including, without limitation, reserves, and an estimate as to when the Cases will be closed. The   
|   | 
|17 |  | Trust shall file two (2) copies of each status report with the Court and serve each report on the   
|   | 
|18 |  | United States Trustee, the Oversight Committee and any other person that specifically requests      
|   | 
|19 |  | notice of post-Effective Date matters brought before the Court.                                     
|   | 
|20 |  | T. Modified Stay of Confirmation Order. Pursuant to Bankruptcy Rule                                 
|   | 
|21 |  | 3020(e), this Confirmation Order shall be stayed for ten (10) days after its entry (the Stay       
|   | 
|22 |  | Period). However, the provisions of Federal Rule of Civil Procedure 62(a) and Bankruptcy           
|   | 
|23 |  | Rule 7062 shall not apply to this Confirmation Order, and the Debtors are authorized to             
|   | 
|24 |  | consummate the Amended Plan immediately following the Stay Period.                                  
|   | 
|25 |  | Dated: November 18, 2004                                                                            
|   | 
|26 |  |                                                                                                     
|   | 
|27 |  | /s/ Mitchel R. GoldbergThe Honorable Mitchel R. Goldberg United States Bankruptcy Judge             
|   | 
|28 |  |                                                                                                     



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|1  |  | Submitted by:                                                                         
|   | 
|2  |  | LATHAM & WATKINS LLP                                                                  
|   | 
|3  |  | By: /s/ Gregory O. Lunt                                                               
|4  |  | Gregory O. Lunt Counsel for Debtors and Debtors-in-Possession                         
|   | 
|5  |  |                                                                                       
|   | 
|6  |  | Approved as to Form and Content:                                                      
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|7  |  | STUTMAN TREISTER & GLATT, P.C.                                                        
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|8  |  |                                                                                       
|   | 
|9  |  | By /s/ Gary Klausner                                                                  
|10 |  | Gary Klausner Counsel for the Official
Committee of Creditors Holding Unsecured Claims
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|11 |  |                                                                                       
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|12 |  |                                                                                       
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|13 |  |                                                                                       
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|14 |  |                                                                                       
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|15 |  |                                                                                       
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|16 |  |                                                                                       
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|17 |  |                                                                                       
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|18 |  |                                                                                       
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|19 |  |                                                                                       
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|20 |  |                                                                                       
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|21 |  |                                                                                       
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|22 |  |                                                                                       
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|23 |  |                                                                                       
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|24 |  |                                                                                       
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|25 |  |                                                                                       
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|26 |  |                                                                                       
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|27 |  |                                                                                       
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|28 |  |                                                                                       



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