EXHIBIT 2.1



UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK



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|In re:                      |  | : |  | Chapter 11              
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|GALEY & LORD, INC., et al., |  | : |  | Case No.: 02-40445 (ALG)
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|Debtors.                    |  | : |  | Jointly Administered    
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THIRD AMENDED JOINT
PLAN OF REORGANIZATION

OF DEBTORS GALEY & LORD, INC., G&L SERVICE COMPANY,

NORTH AMERICA, INC., GALEY & LORD INDUSTRIES, INC., GALEY &

LORD PROPERTIES, INC., SWIFT DENIM PROPERTIES, INC., SWIFT

DENIM SERVICES, INC., SWIFT TEXTILES,
INC., GREENSBORO TEXTILE

ADMINISTRATION LLC, BRIGHTON WEAVING LLC, FLINT SPINNING LLC,

SOCIETY HILL FINISHING LLC, AND McDOWELL WEAVING LLC



Submitted by:



Joel H. Levitin, Esq.

Stephen J. Gordon, Esq.

Henry P. Baer, Esq.

David C. McGrail, Esq.

DECHERT LLP

30 Rockefeller Plaza

New York, NY 10112

(212) 698-3500



Dated: February 2, 2004



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Galey & Lord, Inc., G&L Service Company, North America, Inc., Galey & Lord Industries, Inc.,
Galey & Lord Properties, Inc., Swift Denim Properties, Inc., Swift Denim Services, Inc., Swift Textiles, Inc., Greensboro Textile Administration LLC, Brighton Weaving LLC, Flint Spinning LLC, Society Hill Finishing LLC, and McDowell Weaving LLC,
the above-captioned debtors and debtors-in-possession (collectively, the Debtors), propose the following third amended joint plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code.



ARTICLE I



DEFINITIONS



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



1.1. Administrative Claims: The collective reference to all Claims (excluding any DIP Facility Claims, if any) for costs and expenses of administration of these Cases with priority under Bankruptcy Code § 507(a)(1), costs and
expenses allowed under Bankruptcy Code § 503(b), the actual and necessary costs and expenses of preserving the respective Estates of the Debtors and operating the respective businesses of the Debtors, any indebtedness or obligations incurred or
assumed by any of the Debtors pursuant to Bankruptcy Code § 365 or otherwise, professional fees and expenses of the Debtors and any official Committee appointed in these Cases pursuant to Bankruptcy Code § 1102, in each case to the extent
allowed by an order of the Bankruptcy Court under Bankruptcy Code §§ 330(a) or 331, and any fees or charges assessed against the respective Estates of the Debtors under 28 U.S.C. § 1930.



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



1.3. Agent: Wachovia Bank, National Association (formerly known as
First Union National Bank), as administrative agent for the Senior Credit Facility Lenders under the Senior Credit Facility, together with its successors and assigns thereunder.



1.4. Allowance Date: The date a Claim becomes an Allowed Claim.



1.5. Allowed Administrative Claim: Any Administrative Claim (including
any Allowed DIP Facility Claims, if any) that is an Allowed Claim; provided, however, that a Holder of any Administrative Claim arising prior to the Effective Date (other than for goods or non-professional services provided to the
Debtors during the bankruptcy proceedings in the ordinary course of business) must file a request for payment on or before 30 days after the Effective Date



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in order to have such Administrative Claim eligible to be considered an Allowed Administrative Claim.



1.6. Allowed Claim: Any Claim against any of the Debtors to the extent
that (i) such Claim has not been withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or otherwise), or otherwise deemed satisfied in full, (ii) proof of such Claim was filed on or before the Claims Filing Bar Date established
in these Cases (or, if not filed by such date, proof of such Claim was filed with leave of the Bankruptcy Court, after notice and a hearing) or, if no proof of claim is so filed, which Claim, as of the Confirmation Date, is listed by the Debtors in
their Schedules as liquidated in amount, not disputed, and not contingent, and (iii) no objection to the allowance of such Claim has been interposed on or before the Claims Objection Bar Date or such an objection having been so interposed, to the
extent that such Claim is allowed by a Final Order; provided, however, that notwithstanding anything to the contrary contained herein, any Claim specifically deemed allowed or disallowed in this Plan shall be, or not be (as the case
may be), an Allowed Claim to the extent so specifically provided in this Plan. Unless otherwise ordered by the Bankruptcy Court prior to Confirmation, or as specifically provided to the contrary in this Plan with respect to any particular Claim, an
Allowed Claim shall not include (i) any interest on such Claim to the extent accruing or maturing on or after the Petition Date, (ii) punitive or exemplary damages, or (iii) any fine, penalty, or forfeiture.



1.7. Allowed Class . . . Claims: All Allowed Claims in the particular
Class described (if any).



1.8. Allowed DIP Facility
Claims: All DIP Facility Claims that are Allowed Claims (if any).



1.9. Allowed General Unsecured Claims: All General Unsecured Claims that are Allowed Claims.



1.10. Allowed Intercompany Claims: All Intercompany Claims that are Allowed Claims (if any).



1.11. Allowed Priority Claims: All Priority Claims that are Allowed
Claims (if any).



1.12. Allowed Rejection Claims: All
Rejection Claims that are Allowed Claims (if any).



1.13.
Allowed Senior Credit Facility Claims: All Senior Credit Facility Claims that are Allowed Claims (it being understood that, for purposes of this Plan, all Obligations under, and as defined in, the Senior Credit Facility
(including, without limitation, accrued and unpaid interest, fees, and other charges) shall be Allowed in full without defense, offset, or counterclaim of any kind).



1.14. Allowed Senior Subordinated Notes Claims: All Senior Subordinated Notes Claims that are Allowed Claims.



1.15. Allowed Tax Claims: All Tax Claims that are
Allowed Claims (if any).



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1.16. Amended and Restated By-Laws: Collectively, the respective by-laws of Reorganized G&L
Inc., Reorganized G&L Industries, Reorganized Swift Denim Properties, and Reorganized Swift Textiles, on or after the Effective Date, forms of which are included in the Plan Supplement.



1.17. Amended and Restated Certificates of Formation: Collectively,
the respective certificates of formation of Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Greensboro Textile, Reorganized McDowell Weaving, and Reorganized Society Hill, on or after the Effective Date, forms of which are
included in the Plan Supplement.



1.18. Amended and Restated
Certificates of Incorporation: Collectively, the respective certificates of incorporation or articles of incorporation (as applicable) of Reorganized G&L Inc., Reorganized G&L Industries, Reorganized Swift Denim Properties, and
Reorganized Swift Textiles, on or after the Effective Date, forms of which are included in the Plan Supplement.



1.19. Amended and Restated Limited Liability Company Operating Agreements: Collectively, the respective limited liability company operating
agreements of Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Greensboro Textile, Reorganized McDowell Weaving, and Reorganized Society Hill, on or after the Effective Date, forms of which are included in the Plan Supplement.



1.20. Assets: All of the right, title, and interest of
any of the Debtors in and to any and all assets and property, whether tangible, intangible, real, or personal, that constitute property of the Debtors respective Estates within the purview of Bankruptcy Code § 541, including, without
limitation, any and all claims, causes of action, or rights of the respective Debtors under federal or state law.



1.21. Assigned Executory Contracts: Collectively, all Executory Contracts, if any, that are to be assumed and assigned to a New Subsidiary in
connection with any Restructuring Transaction.



1.22.
Barclays: Collectively, Barclays Bank Plc. and Barclays Capital.



1.23. Barclays Adversary Proceeding: The adversary proceeding captioned Official Committee of Unsecured Creditors of Galey & Lord, Inc., Plaintiff, against Barclays Bank Plc. and Barclays Capital,
Defendants, Adversary Proceeding No. 03-92683, pending in the Bankruptcy Court.



1.24. Barclays Settlement Agreement: The settlement agreement, to be entered into by and between Barclays and the Creditors Committee, resolving all claims and causes of action against Barclays asserted in the
Barclays Adversary Proceeding, which agreement shall be in form and substance reasonably acceptable to the Debtors and the Lender Steering Committee.



1.25. Bankruptcy Claims: All claims, rights, and causes of action created in favor of any of the Debtors under the Bankruptcy Code, including, but
not limited to, all preference, fraudulent conveyance, equitable subordination, and other avoidance claims, rights, and causes of action arising under Bankruptcy Code §§ 510 or 542 through 553.



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1.26. Bankruptcy Code: The Bankruptcy Reform Act of 1978, Title 11, United States Code, as amended
from time to time, and made applicable to these Cases.



1.27.
Bankruptcy Court: The United States Bankruptcy Court for the Southern District of New York or any other court of competent jurisdiction exercising jurisdiction over these Cases.



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



1.29. Brighton Weaving: Debtor Brighton Weaving LLC, a Delaware limited liability company.



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



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



1.32.
Cash: Legal tender of the United States of America and equivalents thereof.



1.33. Chapter 11: Chapter 11 of the Bankruptcy Code.



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



1.35. Claims Filing Bar Date: October 1, 2002, the date designated by a Final Order of the Bankruptcy Court as the last date for filing Proofs of
Claim (other than with respect to Administrative Claims and Rejection Claims).



1.36. Claims Objection Bar Date: With respect to any Claim, the 180th day following the later of the Effective Date, the date such Claim is filed, and such later date as may be established from time to time by
the Bankruptcy Court as the last date for filing objections to Claims.



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



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1.38. Committee: Any official committee appointed in these Cases pursuant to 11 U.S.C. §
1102.



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



1.40. Confirmation Date: The date upon which Confirmation occurs.



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



1.42. Creditor: Any Holder of an Allowed Claim against one or more of the Debtors that arose (or is based on an obligation incurred) on or before
the Petition Date, including, without limitation, any Allowed Claim against the Debtors respective estates of a kind specified in Bankruptcy Code § 502(g), (h), or (i).



1.43. Creditors Committee: The official committee of unsecured creditors appointed in these Cases, as constituted
from time to time.



1.44. Creditors Committee Counsel:
Stroock & Stroock & Lavan LLP, in its capacity as the counsel for the Creditors Committee, pursuant to an Order of the Bankruptcy Court dated August 13, 2002.



1.45. Creditors Committee Representative: The Creditors Committee Counsel, in its capacity as the representative of
the Creditors Committee in connection with this Plan and the consummation thereof.



1.46. Debtors: Debtors G&L Inc., G&L Industries, Swift Textiles, G&L Properties, Swift Denim Properties, G&L Service, Swift Denim Services, Greensboro Textile, Brighton Weaving, Flint Spinning,
Society Hill, and McDowell Weaving.



1.47. Debtor
Subsidiaries: Debtors G&L Industries, Swift Textiles, G&L Properties, Swift Denim Properties, G&L Service, Swift Denim Services, Greensboro Textile, Brighton Weaving, Flint Spinning, Society Hill, and McDowell Weaving, in their
capacity as the direct or indirect (as applicable) subsidiaries of Debtor G&L Inc.



1.48. DIP Agent: Wachovia Bank, National Association (formerly known as First Union National Bank), as administrative agent and collateral agent for the DIP Facility Lenders under the DIP Facility, together
with its successors and assigns thereunder.



1.49. DIP
Facility: The Revolving Credit and Guaranty Agreement in an amount currently up to $50 million, dated as of February 20, 2002, as amended and extended from time to time, among G&L Inc., as borrower; the DIP Facility Guarantors, as
guarantors; the DIP Agent, as administrative and collateral agent; Wachovia Securities, Inc., as book manager and lead arranger; the CIT/Group Commercial Services, General Electric Capital Corp., Foothill Capital Corp., and LaSalle Business Credit
Inc., each as documentation agent; and the DIP Facility Lenders, as lenders, together with the documents, instruments, agreements, and orders of the Bankruptcy Court related thereto or entered into in connection therewith.



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1.50. DIP Facility Claims: All Claims, if any, of the DIP Facility Lenders against the Debtors
represented by, related to, arising under, or in connection with the DIP Facility (as against G&L Inc.) and/or the DIP Facility Guarantees (as against the DIP Facility Guarantors), as applicable, incurred through and including the Effective
Date, less the sum of all payments made by the Debtors to the DIP Facility Lenders prior to the Effective Date on account of such Claims (if any).



1.51. DIP Facility Guarantees: Collectively, the guarantees issued by the DIP Facility Guarantors of G&L Inc.s repayment obligations
under the DIP Facility.



1.52. DIP Facility Guarantors:
Collectively, G&L Industries, Swift Textiles, G&L Properties, Swift Denim Properties, G&L Service, Swift Denim Services, Greensboro Textile, Brighton Weaving, Flint Spinning, Society Hill, and McDowell Weaving, in their capacity as the
guarantors under the DIP Facility Guarantees.



1.53. DIP
Facility Lenders: Collectively, the Banks (as defined in the DIP Facility) in their capacity as the lenders under the DIP Facility, and their respective participants, successors, and assigns thereunder.



1.54. Disclosure Statement: The disclosure statement and all
supplements and exhibits thereto that relate to the Plan and that are approved by the Bankruptcy Court pursuant to Bankruptcy Code § 1125, as the same may be amended or modified by the Debtors from time to time pursuant to the Bankruptcy Code
and the Bankruptcy Rules.



1.55. Dissolved Entities:
Collectively, Swift Denim Services and G&L Service, which shall be dissolved in the manner set forth in Plan Section 6.1.



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



1.57. Disputed Claims Reserve:This term shall have the meaning set forth in Section 6.11(a) of the Plan.



1.58. Distribution Record Date: The record date for
purposes of making distributions under the Plan on account of Allowed Claims, which date shall be the Confirmation Date or such other date designated as such in the Confirmation Order; provided that, in respect of the Senior Credit Facility Claims,
the Distribution Record Date shall be three (3) Business Days prior to the Effective Date.



1.59. Economic Development Bonds: The Economic Development Bonds in the original principal amount of $7.2 million issued by the South Carolina Jobs-Economic



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Development Authority, an agency of the State of South Carolina, pursuant to the terms of an Indenture of Trust dated as of May 1, 1994, the proceeds of
which were loaned to G&L Industries pursuant to the terms of that certain Loan Agreement between South Carolina Jobs-Economic Development Authority and G&L Industries, dated as of May 1, 1994.



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



1.61. Employees:
Collectively, the present and former employees (including retirees) of any of the Debtors.



1.62. Enhanced Recovery: The difference between the value of the recovery for Holders of Class 4 Claims under this Plan and the value of the recovery proposed for Holders of Claims in Class 4 in the
Debtors initial proposed plan of reorganization dated November 14, 2003, exclusive of the proceeds of the Barclays Settlement Agreement.



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



1.64.
Excess Cash: All Cash of the Debtors on hand as of the Effective Date (as reflected on the Debtors balance sheet) in excess of the amounts allocated by the Debtors and/or the Reorganized Debtors with the consent of the Lender Steering
Committee (which consent shall not unreasonably be withheld) to pay Allowed Administrative Claims and Allowed Priority Claims pursuant to the terms of this Plan.



1.65. Executory Contract: Any executory contract or unexpired lease, subject to Bankruptcy Code § 365, between
any of the Debtors and any other Person or Persons, specifically excluding contracts and agreements entered into pursuant to the Plan.



1.66. Exit Credit Facility: That certain senior secured revolving exit credit facility in an aggregate principal amount of up to $70 million, to be
entered into by Reorganized G&L Inc., as borrower, the Exit Credit Facility Guarantors, as guarantors, the Exit Credit Facility Lenders, as lenders, and the New Agent, as agent, effective as of the Effective Date, and in form and substance
reasonably acceptable to the Lender Steering Committee.



1.67.
Exit Credit Facility Guarantees:Collectively, the guarantees to be issued by the Exit Credit Facility Guarantors of Reorganized G&L Inc.s repayment obligations under the Exit Credit Facility.



1.68. Exit Credit Facility Guarantors:Collectively,
Reorganized G&L Industries, Reorganized Swift Textiles, Reorganized G&L Properties, Reorganized Swift Denim Properties, Reorganized Greensboro Textile, Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Society Hill, and
Reorganized McDowell Weaving, in their capacity as the guarantors under the Exit Credit Facility Guarantees.



1.69. Exit Credit Facility Lenders: Collectively, the lenders under the Exit Credit Facility, and their participants, successors, and assigns
thereunder.



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1.70. Final DIP Order: The Final Order (I) Authorizing Debtors to (A) Obtain Post-Petition
Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d)(1), (B) Utilize Cash Collateral and Other Collateral Pursuant to 11 U.S.C. §§ 105, 361, 362, and 363, and (II) Granting Adequate
Protection to Pre-Petition Secured Lenders Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, and 364, dated March 19, 2002, as amended from time to time.



1.71. Final Order: An order or judgment entered by the Bankruptcy Court that has not been reversed, stayed, modified, or amended and that has
not been and may no longer be appealed from or otherwise reviewed or reconsidered, as a result of which such order or judgment shall have become final and non-appealable in accordance with Bankruptcy Rule 8002.



1.72. Flint Spinning: Debtor Flint Spinning LLC, a Delaware limited
liability company.



1.73. G&L Inc.: Debtor Galey
& Lord, Inc., a Delaware corporation.



1.74. G&L
Inc. Common Stock: The common stock, par value $.01 per share, of G&L Inc., and any options, warrants, or rights, contractual or otherwise, to acquire any shares of such common stock.



1.75. G&L Inc. Preferred Stock: The 5,000,000 shares of preferred
stock of G&L Inc., par value $.01 per share (none of which is issued or outstanding), and any options, warrants, or rights, contractual or otherwise, to acquire any shares of any such preferred stock.



1.76. G&L Industries: Debtor Galey & Lord Industries, Inc., a
Delaware corporation.



1.77. G&L Properties: Debtor
Galey & Lord Properties, Inc., a Delaware corporation.



1.78. G&L Service: Debtor G&L Service Company, North America, Inc., a Delaware corporation.



1.79. General Unsecured Claims: Unless otherwise specified in this Plan, all Claims (including, but not limited to, any Claims of Vendors or
Employees; Rejection Claims, if any; and, as provided for in, and determined in accordance with, Bankruptcy Code § 506(a), any undersecured or unsecured portions of Secured Claims, to the extent the Holder thereof has not timely elected
application of Bankruptcy Code § 1111(b)(2) with respect to such Claim) against one or more of the Debtors that are neither Secured Claims (as provided for, and determined in accordance with, Bankruptcy Code § 506(a)); Senior Credit
Facility Claims; Administrative Claims; Priority Claims; Tax Claims; Senior Subordinated Notes Claims; Intercompany Claims; nor DIP Facility Claims, and are not otherwise entitled to priority under the Bankruptcy Code or an order of the Bankruptcy
Court.



1.80. Greensboro Textile: Debtor Greensboro
Textile Administration LLC, a Delaware limited liability company.



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1.81. Guarantees: Collectively, the DIP Facility Guarantees, the Senior Credit Facility
Guarantees, and the Senior Subordinated Notes Guarantees.



1.82. Holder: The beneficial owner of any Claim or Interest.



1.83. Initial Distribution Date: The Effective Date (or as soon thereafter as is practicable) or such other date as the Bankruptcy Court may order.



1.84. Intercompany Claim: (a) Any account reflecting intercompany book entries by one Debtor with respect to any
other Debtor or (b) any Claim that is not reflected in such book entries and is held by a Debtor against any other Debtor, including, but not limited to, those Claims arising under the Old Intercompany Notes.



1.85. Intercreditor Agreement: That certain intercreditor agreement to
be entered into by and between the Senior Credit Facility Lenders (as the initial holders of the New G&L Inc. Term Notes) and the Exit Credit Facility Lender on the Effective Date (or as soon thereafter as is practicable), with respect to
certain terms and provisions of the New G&L Inc. Term Notes and the Exit Credit Facility, which agreement shall be in form and substance reasonably acceptable to the Lender Steering Committee, the Exit Credit Facility Lender, and the Reorganized
Debtors.



1.86. Interest: An ownership interest in any
of the Debtors as evidenced by an equity security (as such term is defined in Bankruptcy Code § 101(16)) of any Debtor, any rights to any dividends or distributions as a result of such ownership, and any option, warrant, or right to acquire any
such ownership interest.



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



1.88. Klopman Sale: The sale by non-Debtor Dominion Textile International B.V. (a subsidiary of non-Debtor Galey
& Lord International, Sarl, which, in turn, is a subsidiary of non-Debtor Galey & Lord Overseas, Sarl, which, in turn, is a subsidiary of Debtor G&L Inc.) of certain intellectual property rights as well as its entire interest in Klopman
International S.r.l.; its entire interest in Klopman GmbH; its entire interest in Klopman Espana S.A.; its entire interest in International Textile S.A.; and 99.6% of its interest in Klopman A.G., which sale was approved by an order of the
Bankruptcy Court dated November 19, 2003.



1.89. Lender
Steering Committee: Collectively, the unofficial steering committee of Senior Credit Facility Lenders.



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



1.91.
Management Incentive Program: The incentive plan to be adopted on the Effective Date (or as soon thereafter as is practicable) by Reorganized G&L Inc., pursuant to which Reorganized G&L Inc. shall grant to the Management Stockholders
(either initially on the Effective Date or subsequently thereafter) New Restricted Stock and/or options to purchase



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shares of New G&L Inc. Common Stock. A general summary of the parameters of the Management Incentive Program is included in the Plan Supplement.



1.92. Management Stockholders: Collectively, those
members of the Reorganized Debtors senior management who shall participate in the Management Incentive Program (either initially on the Effective Date or subsequently thereafter), and be granted New Restricted Stock and/or options to purchase
shares of New G&L Inc. Common Stock thereunder.



1.93.
McDowell Weaving: Debtor McDowell Weaving LLC, a Delaware limited liability company.



1.94. Net Proceeds: The gross proceeds received from the liquidation, sale, collection, recovery, or other disposition of any Asset of any Debtor, less the actual costs, expenses (including, without limitation,
any professional fees and expenses), and taxes (including, without limitation, all transfer taxes, if any) incurred in connection with (a) preserving such Asset and (b) the liquidation, sale, collection, recovery, or other disposition of such Asset.



1.95. New Agent: The agent under the Exit Credit
Facility for the Exit Credit Facility Lenders, and its successors and assigns thereunder.



1.96. New G&L Inc. Common Stock: The shares of common stock, par value $.01 per share, of Reorganized G&L Inc. to be issued and distributed in the manner provided by the Plan.



1.97. New G&L Inc. Term Notes: The secured notes in the aggregate
principal amount of $130 million to be issued pursuant to a new term loan agreement by Reorganized G&L Inc. pursuant to the Plan, and all security documents related thereto or entered into in connection therewith. The principal terms and
conditions of the New G&L Inc. Term Notes are substantially as set forth on Exhibit B to the Disclosure Statement.



1.98. New G&L Inc. Term Notes Guarantees: Collectively, the guarantees to be issued by the New G&L Inc. Term Notes Guarantors of
Reorganized G&L Inc.s repayment obligations under the New G&L Inc. Term Notes.



1.99. New G&L Inc. Term Notes Guarantors: Collectively, Reorganized G&L Industries, Reorganized Swift Textiles, Reorganized G&L Properties, Reorganized Swift Denim Properties, Reorganized Greensboro
Textile, Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Society Hill, and Reorganized McDowell Weaving, in their capacity as the guarantors under the respective New G&L Inc. Term Notes Guarantees.



1.100. New Intercompany Notes: Collectively, the unsecured notes in
the aggregate principal amount of $145 million to be issued by Reorganized Swift Textiles and Reorganized G&L Industries (as the respective makers thereunder) to Reorganized G&L Inc. (as holder) pursuant to the Plan, together with all
documents, instruments, and agreements related thereto or entered into in connection therewith.



1.101. New Restricted Stock: The restricted shares of New G&L Inc. Common Stock to be issued under the Management Incentive Program.



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1.102. New Subsidiaries: Collectively, the (directly or indirectly) wholly-owned subsidiaries of
any of the Reorganized Debtors that are established in connection with a Restructuring Transaction on the Effective Date or as soon thereafter as is practicable, if any.



1.103. Nominee: For any Holder of a Claim or Interest, the designated representative of any such Holder.



1.104. Non-Debtor Intercompany Claim: Any claim, debt, or other
obligation held by any Debtor, Affiliate, or subsidiary thereof, whether such Affiliate or subsidiary is itself a Debtor or non-Debtor, against any non-Debtor subsidiary or Affiliate of a Debtor.



1.105. Old Intercompany Notes: Collectively, (i) that certain
Subordinated Revolving Promissory Note in the amount of $276 million, dated January 29, 1998, by and between Debtor Swift Textiles, as Maker, and Debtor G&L Inc., as Holder and (ii) that certain Subordinated Revolving Promissory Note in the
amount of $281 million, dated January 29, 1998, by and between Debtor G&L Industries, as Maker, and Debtor G&L Inc., as Holder (as all such capitalized terms are defined in the respective Old Intercompany Notes).



1.106. Old Stock of . . .: When used with reference to a particular
Debtor or Debtors, the common stock, preferred stock, membership interests, partnership interests, or similar equity ownership interests (as applicable), including options, warrants, or rights to acquire or convert any such interests, issued by such
Debtor or Debtors and outstanding immediately prior to the Petition Date.



1.107. PBGC: The Pension Benefit Guaranty Corporation.



1.108. Pension Funding Agreement: This term shall have the meaning ascribed to it in Section V.E.4(e) of the Disclosure Statement.



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



1.110. Petition Date: February 19, 2002, the date upon which the petitions for relief under Chapter 11 with respect to the Debtors commencing these
Cases were filed.



1.111. Plan: This Third Amended Joint
Plan of Reorganization proposed by the Debtors set forth herein, and all supplements and exhibits hereto, as the same may be amended or modified by the Debtors from time to time with the consent of the Lender Steering Committee pursuant to and in
accordance with the Plan, the Bankruptcy Code, and the Bankruptcy Rules.



1.112. Plan Documents: The documents and forms of documents specified or referenced in, and/or to be executed by any of the Debtors and/or any of the Reorganized Debtors and/or any New Subsidiary (as
applicable) pursuant to the terms of the Plan (including, but not limited to, the Amended and Restated By-Laws; the Amended and Restated Certificates of Incorporation; the Amended and Restated Limited Liability Company Operating Agreements; the
Amended and Restated Certificates of Formation; the Exit Credit Facility and the Exit Credit Facility Guarantees; any and all documents establishing the terms and conditions of the New



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G&L Inc. Term Notes and/or the New G&L Inc. Term Notes Guarantees; the Intercreditor Agreement; any and all documents establishing the terms and
conditions of the Warrants (to the extent that the Warrants are issued pursuant to the terms of this Plan); the New Intercompany Notes; the Registration Rights Agreement; any and all documents establishing the terms and conditions of the Management
Incentive Program; and the organizational documents of any New Subsidiaries, if any), as all such documents and forms of documents may be amended and/or supplemented from time to time in accordance with their respective terms with the consent of the
Lender Steering Committee, including any and all documents, certificates, and instruments necessary for any to become effective. All such Plan Documents shall be in form and substance reasonably acceptable to the Lender Steering Committee.



1.113. Plan Supplement: The supplement to the Plan
containing the forms and/or summaries of certain of the Plan Documents and certain related lists and/or schedules, as filed on January 15, 2004, and as may be amended, modified, or supplemented from time to time thereafter.



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



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



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



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



1.118.
Pro Rata: Proportionately, so that a Pro Rata distribution with respect to an Allowed Claim of a particular Class bears the same ratio to all distributions (and, in the case of Disputed Claims, allocations) on account of a particular Class or
Classes, as the dollar amount of such Allowed Claim bears to the dollar amount of all Allowed Claims and Disputed Claims in such Class or Classes.



1.119. Registration Rights Agreement: The registration rights agreement to be entered into by Reorganized G&L Inc. in favor of all Holders of
registrable New G&L Inc. Common Stock and any of such parties Nominees or permitted transferees. The form of the Registration Rights Agreement is included in the Plan Supplement.



1.120. Reinstated or Reinstatement: Either (i) leaving unaltered the
legal, equitable, and contractual right to which a Claim entitles the Holder of such Claim so as to leave such Claim unimpaired in accordance with Bankruptcy Code § 1124 or (ii) notwithstanding any contractual provision or applicable law that
entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (a) curing any such



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default that occurred before or after the Petition Date, other than a default of a kind specified in Bankruptcy Code § 365(b)(2); (b) reinstating the
maturity of such Claim as such maturity existed before such default; (c) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; or
(d) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the Holder of such Claim; provided, however, that any contractual right that does not pertain to the payment when due of principal and interest on
the obligation on which such Claim is based, including, but not limited to, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, and affirmative covenants regarding corporate existence,
prohibiting certain transactions or actions contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not be required to be reinstated in order to accomplish the Reinstatement.



1.121. Rejection Claims: All Claims arising as a result of any of the
Debtors rejection of an Executory Contract pursuant to Bankruptcy Code §§ 365 and 1123, subject to the limitations provided in Bankruptcy Code § 502(b) or otherwise.



1.122. Reorganized Brighton Weaving: Brighton Weaving, as reorganized on and after the Effective Date.



1.123. Reorganized Debtors: Collectively, Reorganized G&L Inc.,
Reorganized G&L Industries, Reorganized Swift Textiles, Reorganized G&L Properties, Reorganized Swift Denim Properties, Reorganized Greensboro Textile, Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Society Hill, and
Reorganized McDowell Weaving.



1.124. Reorganized Flint
Spinning: Flint Spinning, as reorganized on and after the Effective Date.



1.125. Reorganized G&L Inc.: G&L Inc., as reorganized on and after the Effective Date.



1.126. Reorganized G&L Industries: G&L Industries, as reorganized on and after the Effective Date.



1.127. Reorganized G&L Properties: G&L Properties, as
reorganized on and after the Effective Date.



1.128.
Reorganized Greensboro Textile: Greensboro Textile, as reorganized on and after the Effective Date.



1.129. Reorganized McDowell Weaving: McDowell Weaving, as reorganized on and after the Effective Date.



1.130. Reorganized Society Hill: Society Hill, as reorganized on and
after the Effective Date.



1.131. Reorganized
Subsidiaries: Collectively, Reorganized G&L Industries, Reorganized Swift Textiles, Reorganized G&L Properties, Reorganized Swift Denim Properties,



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Reorganized Greensboro Textile, Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Society Hill, and Reorganized McDowell Weaving.



1.132. Reorganized Swift Denim Properties: Swift Denim
Properties, as reorganized on and after the Effective Date.



1.133. Reorganized Swift Textiles: Swift Textiles, as reorganized on and after the Effective Date.



1.134. Restructuring Transaction: Any merger, consolidation, restructuring, disposition, liquidation, dissolution, or other transaction involving
the restructuring of the respective assets and/or operations of the Debtors or the Reorganized Debtors (as applicable), that is acceptable to the Lender Steering Committee, that either the Debtors or Reorganized Debtors determine to be necessary or
appropriate to effect a corporate restructuring of their respective businesses or otherwise to simplify or otherwise improve the overall corporate structure and/or operations of the Reorganized Debtors, including, but not limited to, (i) forming, or
causing to be formed, a new direct or indirect subsidiary or subsidiaries, (ii) transferring, licensing, or assigning some or all of the Debtors or the Reorganized Debtors respective assets, liabilities, and/or operations (as applicable)
to such newly formed subsidiary or subsidiaries as a capital contribution, and/or (iii) making payments to such subsidiary or subsidiaries to fund capital expenditures.



1.135. Schedules: The respective schedules of assets and liabilities and the statements of financial affairs filed in
the Bankruptcy Court by the Debtors, as such schedules or statements may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009 or order of the Bankruptcy Court.



1.136. SEC: The U.S. Securities and Exchange Commission.



1.137. Secondary Liability Claim: A Claim that arises from a Debtor
being liable as a guarantor of, or otherwise being jointly, severally or secondarily liable for, any contractual, tort or other obligation of another Debtor, including any Claim based on: (a) guaranties of collection, payment, or performance
(including, but not limited to, any of the Guarantees or any guaranty relating to any Executory Contract); (b) indemnity bonds, obligations to indemnify, or obligations to hold harmless; (c) performance bonds; (d) contingent liabilities arising out
of contractual obligations or out of undertakings (including any assignment or other transfer) with respect to leases, operating agreements, or other similar obligations made or given by a Debtor relating to the obligations or performance of another
Debtor; (e) vicarious liability; (f) liabilities arising out of piercing the corporate veil, alter ego liability, or similar legal theories; or (g) any other joint or several liability that any Debtor may have in respect of any obligation that is
the basis of a Claim.



1.138.Secured Claims: All Claims
that are secured by a properly perfected and not otherwise avoidable lien on property in which an Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim Holders
interest in the applicable Estates interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to Bankruptcy Code § 506(a) and, if applicable, §



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1129(b); provided, however, that if the Holder of a Secured Claim is entitled to and does timely elect application of Bankruptcy Code § 1111(b)(2), then
such Holders Claim shall be a Secured Claim to the extent such Claim is Allowed.



1.139. Senior Credit Facility: The $490 million senior secured credit agreement, dated as of January 29, 1998, as amended from time to time, by and between G&L Inc., as borrower, the Senior Credit Facility
Guarantors, as guarantors, the Agent, as administrative agent and lender, and the Senior Credit Facility Lenders, as lenders, which, as of the date hereof, provides for (i) a revolving line of credit under which G&L Inc. may borrow up to an
amount (including letters of credit up to an aggregate of $30 million) equal to the lesser of $187.7 million or a borrowing base (comprised of eligible accounts receivable and eligible inventory, as defined in the Senior Credit Facility), (ii) a
term loan in the principal amount of $155 million, and (iii) a term loan in the principal amount of $110 million, together with all documents, instruments, and agreements related thereto or entered into in connection therewith. G&L Inc.s
obligations under the Senior Credit Facility, as amended, are secured by substantially all of the assets of G&L Inc. and each of its domestic subsidiaries (including a lien on all real property owned in the United States), a pledge by G&L
Inc. and each of its domestic subsidiaries of all the outstanding capital stock of their respective domestic subsidiaries, and a pledge of 65% of the outstanding voting capital stock, and 100% of the outstanding non-voting capital stock, of certain
of their respective foreign subsidiaries. In addition, payment of all obligations under the Senior Credit Facility is guaranteed by each of the Senior Credit Facility Guarantors under the Senior Credit Facility Guarantees and collateralized by all
or substantially all of the assets of the Senior Credit Facility Guarantors.



1.140. Senior Credit Facility Claims: All Claims against the Debtors represented by, related to, arising under, or in connection with the Senior Credit Facility (as against G&L Inc.) and/or the Senior
Credit Facility Guarantees (as against the Senior Credit Facility Guarantors), as applicable, for all remaining and outstanding Obligations of the Borrower (as those terms are defined in the Senior Credit Facility) incurred
through and including the Effective Date (except to the extent of any interest accrued but unpaid after the Petition Date at a rate above the non-default rate of interest set forth in the Senior Credit Facility), less the sum of all principal
payments made by the Debtors to the Senior Credit Facility Lenders after the Petition Date and prior to the Effective Date on account of such Claims (if any).



1.141. Senior Credit Facility Guarantees: Collectively, the guarantees issued by the Senior Credit Facility Guarantors of G&L Inc.s
repayment obligations under the Senior Credit Facility.



1.142.
Senior Credit Facility Guarantors: Collectively, G&L Industries, Swift Textiles, G&L Properties, Swift Denim Properties, G&L Service, Swift Denim Services, Greensboro Textile, Brighton Weaving, Flint Spinning, Society Hill, and
McDowell Weaving, in their capacity as the guarantors under the Senior Credit Facility Guarantees.



1.143. Senior Credit Facility Lenders: Collectively, the Lenders (as defined in the Senior Credit Facility) under the Senior Credit Facility and
their successors and assigns thereunder.



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1.144. Senior Subordinated Noteholders: Collectively, the Holders of the Senior Subordinated Notes
as of the Distribution Record Date.



1.145. Senior
Subordinated Notes: The $300 million aggregate principal amount of 9 1/8% Senior Subordinated Notes Due 2008 issued by G&L Inc. by a private offering in February of 1998, together with all documents, instruments, and agreements related
thereto or entered into in connection therewith. The Senior Subordinated Notes are general unsecured obligations of G&L Inc., subordinated in right of payment to all existing and future senior indebtedness of G&L Inc. and its subsidiaries,
including, without limitation, all Obligations under the Senior Credit Facility (including, without limitation, all interest, fees, and other charges accruing after the Petition Date, whether or not such interest, fees, and other charges
constitute Allowed Claims against the Debtors) and senior in right of payment to any subordinated indebtedness of G&L Inc. The Senior Subordinated Notes are unconditionally guaranteed, on an unsecured senior subordinated basis, by each of the
Senior Subordinated Notes Guarantors under the Senior Subordinated Notes Guarantees.



1.146. Senior Subordinated Notes Claims: All Claims represented by, related to, arising under, or in connection with the Senior Subordinated Notes (as against G&L Inc.) and/or the Senior Subordinated Notes
Guarantees (as against the Senior Subordinated Notes Guarantors), except to the extent of (i) any interest accrued but unpaid prior to the Petition Date and (ii) any interest accrued from and after the Petition Date at a rate above the non-default
rate of interest set forth in the Senior Subordinated Notes, less the sum of all payments made by G&L Inc. and/or the Senior Subordinated Notes Guarantors to the Senior Subordinated Noteholders prior to the Effective Date on account of such
Claims (if any), but excluding any and all Claims of the Senior Subordinated Notes Indenture Trustee under the Senior Subordinated Notes and/or the Senior Subordinated Notes Indenture.



1.147. Senior Subordinated Notes Guarantees: Collectively, the guarantees issued by the Senior Subordinated Notes
Guarantors of G&L Inc.s repayment obligations under the Senior Subordinated Notes.



1.148. Senior Subordinated Notes Guarantors: Collectively, G&L Industries, Swift Textiles, G&L Properties, Swift Denim Properties, G&L Service, Swift Denim Services, Greensboro Textile, Brighton
Weaving, Flint Spinning, Society Hill, and McDowell Weaving, in their capacity as the guarantors under the Senior Subordinated Notes Guarantees.



1.149. Senior Subordinated Notes Indenture: The Indenture, dated as of February 24, 1998, as the same may have been amended from time to time,
between G&L Inc., as issuer, the Senior Subordinated Notes Guarantors, as guarantors, and the Senior Subordinated Notes Indenture Trustee, as Trustee, with respect to the Senior Subordinated Notes.



1.150. Senior Subordinated Notes Indenture Trustee: Wells Fargo Bank
Minnesota, N.A., in its capacity as the successor to Suntrust Bank, Atlanta, as Trustee under the Senior Subordinated Notes Indenture, and its successors and assigns thereunder.



1.151. Society Hill: Debtor Society Hill Finishing LLC, a Delaware limited liability company.



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1.152. Swift Denim Properties: Debtor Swift Denim Properties, Inc., a Delaware corporation.



1.153. Swift Denim Services: Debtor Swift Denim
Services, Inc., a Delaware corporation.



1.154. Swift
Textiles: Debtor Swift Textiles, Inc., a Delaware corporation.



1.155. Tax Claims: All Claims that are entitled to priority under Bankruptcy Code § 507(a)(8).



1.156. Type A Warrants: If so issued hereunder, the warrants to acquire, in the aggregate, up to 5% of the outstanding shares of New G&L Inc.
Common Stock (after giving effect to the issuance of shares upon the exercise of the Type A Warrants) on a fully-diluted basis (subject to dilution on a pari passu basis with all other holders of shares of New G&L Inc. Common Stock based
on the issuance of (1) the New Restricted Stock and (2) the shares of New G&L Inc. Common Stock issuable upon the exercise of (a) the options to be granted pursuant to the Management Incentive Program and/or (b) the Type B Warrants). The Type A
Warrants shall have a seven-year term that expires on the seventh anniversary of the Effective Date, and may be exercisable by the holders thereof at any time within such term at a strike price equal to $19.25 per share.



1.157. Type B Warrants: If so issued hereunder, the warrants to
acquire, in the aggregate, up to 5% of the outstanding shares of New G&L Inc. Common Stock (after giving effect to the issuance of shares upon the exercise of the Type B Warrants) on a fully-diluted basis (subject to dilution on a pari
passu basis with all other holders of shares of New G&L Inc. Common Stock based on the issuance of (1) the New Restricted Stock and (2) the shares of New G&L Inc. Common Stock issuable upon the exercise of the options to be granted
pursuant to the Management Incentive Program and/or (b) the Type A Warrants). The Type B Warrants shall have a seven-year term that expires on the seventh anniversary of the Effective Date, and may be exercisable by the holders thereof at any time
within such term at a strike price equal to $25.21 per share.



1.158. Vendors: Ordinary course suppliers of goods and/or services to any of the Debtors.



1.159. Warrants: Collectively, the Type A Warrants and the Type B Warrants. As set forth further herein, to the extent that the Warrants are issued
pursuant to the terms of the Plan, the Warrants shall be issued under a warrant agreement(s) and distributed in the manner provided by the Plan.



ARTICLE II



CLASSIFICATION OF CLAIMS AND INTERESTS



2.1. In accordance with Bankruptcy Code § 1123(a)(1), Administrative Claims (including, but not limited to, DIP Facility Claims) and Tax Claims have
not been classified and are excluded from the following Classes. (Article III describes the treatment of Administrative



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Claims and Tax Claims.) For the purposes of the Plan, Holders of Claims against, or Interests in, the Debtors are grouped as follows in accordance with
Bankruptcy Code § 1122(a):



2.2. Class 1 
Priority Claims. Class 1 consists of all Allowed Priority Claims. Class 1 Claims shall be Allowed Claims as and to the extent set forth in Section 4.2 hereof.



2.3. Class 2  Secured Claims Against One or More of the Debtors.



(a) Class 2A  Senior Credit Facility
Claims. Class 2A consists of all Allowed Senior Credit Facility Claims, as against (a) G&L Inc., as borrower under the Senior Credit Facility, and (b) each of the other Debtors, in their capacity as the Senior Credit Facility
Guarantors. Class 2A Claims shall be Allowed Claims.



(b) Class 2B  Other Secured Claims Against a Debtor. Class 2B consists of all Secured Claims against a Debtor that are Allowed Claims that are not otherwise classified in this Article II. Accordingly, Class 2B Claims do
not include any Senior Credit Facility Claims or any DIP Facility Claims. Class 2B Claims shall be Allowed Claims as and to the extent set forth in Section 4.3 hereof.



2.4. Class 3  General Unsecured Claims. Class 3 consists of all Allowed General Unsecured Claims. Class
3 Claims shall be Allowed Claims as and to the extent set forth in Section 5.3 hereof.



2.5. Class 4  Senior Subordinated Notes Claims. Class 4 consists of all Allowed Senior Subordinated Notes Claims, as against (a) G&L Inc., as the issuer under the Senior Subordinated Notes, and
(b) each of the other Debtors, in their capacity as the Senior Subordinated Notes Guarantors. Class 4 Claims shall be Allowed Claims as and to the extent set forth in Section 5.4 hereof.



2.6. Class 5  Intercompany Claims.Class 5 consists of all
Allowed Intercompany Claims, including, but not limited to, those arising under the Old Intercompany Notes. Class 5 Claims shall be Allowed Claims as and to the extent set forth in Section 4.4 hereof.



2.7. Class 6  Debtor Subsidiaries Old Stock Interests. Class 6
consists of all Interests arising under or in connection with the Old Stock of all of the Debtor Subsidiaries. Class 6 Interests shall be Allowed as and to the extent set forth in Section 5.5 hereof.



2.8. Class 7  G&L Inc. Preferred Stock Interests.
Class 7 consists of all Interests arising under or in connection with the G&L Inc. Preferred Stock, if any.



2.9. Class 8  G&L Inc. Common Stock Interests. Class 8 consists of all Interests arising under or in connection with the G&L
Inc. Common Stock.



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ARTICLE III



TREATMENT OF ADMINISTRATIVE AND TAX CLAIMS



3.1. Administrative Claims. Each Holder of an Allowed Administrative Claim as of the Distribution Record Date
shall receive, in full satisfaction of such Allowed Claim, Cash equal to the amount of such Claim on the later of (i) the Initial Distribution Date and (ii) the date that is 10 days after the Allowance Date, unless such Holder shall have agreed to a
different treatment of such Allowed Claim; provided, however, that Allowed Administrative Claims representing obligations incurred in the ordinary course of business and assumed by the Debtors shall be paid or performed in accordance with the terms
and conditions of the particular transactions and any agreements related thereto.



Without limiting the generality of the foregoing, the Holders of DIP Facility Claims as of the Effective Date shall, in the aggregate, have Allowed Claims for all amounts included in the definition of DIP Facility
Claims. Specifically, each Holder of an Allowed DIP Facility Claim as of the Distribution Record Date shall receive payment in full satisfaction of such Claim, as follows: on the Effective Date (or as soon thereafter as is practicable), each Holder
of an Allowed DIP Facility Claim shall receive Cash in an amount equal to such Holders Pro Rata share of the aggregate amount of the remaining and outstanding Allowed DIP Facility Claims (if any), which payments shall collectively be in the
amount equal to the aggregate outstanding and remaining amount of the Allowed DIP Facility Claims (if any), and either (i) the DIP Facility Lenders will receive cancellation without draw of all outstanding letters of credit issued under the DIP
Facility or (ii) G&L Inc. will provide cash collateral for the outstanding letters of credit in accordance with the DIP Facility. The Debtors shall provide the sum total of the distributions to be made to the DIP Facility Lenders as set forth in
the immediately preceding sentence (if any) to the DIP Agent, which, in turn, shall make the Pro Rata distributions thereof to the individual Holders of Allowed DIP Facility Claims as set forth in this Section 3.1. The DIP Agent shall take all steps
reasonably necessary to effectuate such Pro Rata distributions to the individual Holders of Allowed DIP Facility Claims (if any).



3.2. Tax Claims. Each Holder of an Allowed Tax Claim as of the Distribution Record Date shall receive in full satisfaction of such Allowed
Claim, at the election of the applicable Debtor, in its sole discretion, either (i) Cash equal to the amount of such Claim on the later of (1) the Initial Distribution Date and (2) the date that is 10 days after the Allowance Date, unless such
Holder shall have agreed to different treatment of such Allowed Claim, or (ii) in accordance with Bankruptcy Code § 1129(a)(9)(C), deferred Cash payments over a period not exceeding six years after the date of assessment of such claim, of a
value, as of the Effective Date, equal to the allowed amount of such Allowed Tax Claim, unless such Holder shall have agreed to a different treatment of such Allowed Claim.



ARTICLE IV



TREATMENT OF CLASSES THAT ARE NOT IMPAIRED UNDER THE PLAN



4.1. Unimpaired Classes. Classes 1 and 2B are unimpaired. Class 5 is unimpaired except to the extent determined by the Debtors.
Therefore, pursuant to Bankruptcy Code §



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1126(f), the Holders of Allowed Claims in such Classes are conclusively presumed to have accepted the Plan and are not entitled to vote thereon.



4.2. Class 1  Priority Claims. Each Holder of an
Allowed Class 1 Claim as of the Distribution Record Date shall receive in full satisfaction of such Allowed Claim Cash equal to the amount of such Allowed Claim on the latest of (i) the Initial Distribution Date, (ii) the date that is 10 days after
the Allowance Date of such Claim, and (iii) the date when such Allowed Claim becomes due and payable according to its terms and conditions.



4.3. Class 2B  Other Secured Claims Against a Debtor. Each Allowed Class 2B Claim shall be Reinstated, such that each Allowed Class 2B
Claim shall be unimpaired. Specifically, at their election, the Reorganized Debtors shall either: (a) pay the Allowed amount of the applicable Class 2B Claim in full on the later of the Effective Date or the Allowance Date of such Claim; (b) return
the underlying collateral to the Holder of the applicable Class 2B Claim; (c) Reinstate the applicable Class 2B Claim in accordance with the provisions of Bankruptcy Code § 1124(2); (d) pay the applicable Class 2B Claim in the ordinary course;
or (e) treat the applicable Class 2B Claim in a manner otherwise agreed to by the Holder thereof.



4.4. Class 5  Intercompany Claims. In full satisfaction, settlement, release, and discharge of, and in exchange for, its Allowed Claims under
or otherwise relating to the Old Intercompany Notes, on the Effective Date, Reorganized G&L Inc. (as holder) shall receive the New Intercompany Notes in the aggregate principal amount of $145 million from Reorganized Swift Textiles and
Reorganized G&L Industries, as the respective makers thereof. Specifically, Reorganized Swift Textiles shall issue a note in the principal amount of $65 million, and Reorganized G&L Industries shall issue a note in the principal amount of
$80 million, each to Reorganized G&L Inc., as holder. Any amounts otherwise due and owing under the Old Intercompany Notes in excess of $145 million shall be deemed to be contributions to capital by Reorganized G&L Inc. to Reorganized Swift
Textiles and Reorganized G&L Industries, respectively.



All
Intercompany Claims other than those arising under or otherwise relating to the Old Intercompany Notes shall be reviewed by the Debtors and adjusted, continued, or discharged, as the Debtors determine is appropriate, taking into account, among other
things, the distribution of consideration under the Plan and the economic condition of the Reorganized Debtors.



The Holders of Intercompany Claims shall not be entitled to participate in any of the distributions on account of Claims under Sections 5.2, 5.3, and 5.4
hereof and shall only be entitled to the treatment provided in this Section 4.4 (including, but not limited to, the distribution of the New Intercompany Notes to Reorganized G&L Inc.).



4.5. Special Provision Regarding Unimpaired Claims. Except as may
otherwise be provided in the Plan, the Confirmation Order, any other order of the Bankruptcy Court, or any Plan Document, nothing shall affect the Debtors or the Reorganized Debtors (as applicable) rights and defenses, both legal and
equitable, with respect to any Claims that are not impaired under this Plan, including, but not limited to, all rights with respect to legal and equitable defenses to setoffs or recoupments against such Claims.



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ARTICLE V



TREATMENT OF CLASSES THAT ARE IMPAIRED UNDER THE PLAN



5.1. Impaired Classes. Classes 2A, 3, 4, 6, 7, and 8 are impaired. Holders of Allowed Claims in Classes 2A, 3, and 4 are entitled to vote to
accept or reject the Plan. Holders of Interests in Classes 6 (subject to the provisions of Plan Section 6.3), 7, and 8 shall receive no distribution under the Plan; therefore, the Holders of Interests in those Classes are deemed to have rejected the
Plan and, pursuant to Bankruptcy Code § 1126(g), are not entitled to vote to accept or reject the Plan.



5.2. Class 2A  Senior Credit Facility Claims. The Holders of Senior Credit Facility Claims as of the Effective Date shall, in the
aggregate, have Allowed Claims for all amounts included in the definition of Senior Credit Facility Claims. Specifically, other than as set forth herein below in this Section 5.2, each Holder of an Allowed Senior Credit Facility Claim as of the
Distribution Record Date shall receive payment in full satisfaction of such Claim, as follows: on the Effective Date (or as soon thereafter as is practicable), each Holder of an Allowed Senior Credit Facility Claim shall receive such Holders
Pro Rata share of (a) a total of $35 million in Cash, consisting of (i) 100% of the Net Proceeds of the Klopman Sale, including any and all proceeds generated from the Klopman Sale received by the Senior Credit Facility Lenders prior to the
Effective Date pursuant to the Final DIP Order, plus (ii) the Excess Cash, plus (iii) Cash in an amount equal to the positive difference (if any) between $35 million and the aggregate amount distributed pursuant to clauses (i) and (ii)
of this sentence, to be funded by borrowings under the Exit Credit Facility on the Effective Date; (b) 100% of the New G&L Inc. Term Notes; and (c) 9.9 million (9,900,000) shares of New G&L Inc. Common Stock. As of the Effective Date, such
9.9 million shares of New G&L Inc. Common Stock to be so distributed on a Pro Rata basis to the Holders of Allowed Class 2A Claims shall collectively represent 99% of the outstanding shares of New G&L Inc. Common Stock on a fully-diluted
basis (subject to dilution on a pari passu basis with all other holders of shares of New G&L Inc. Common Stock based on the issuance of (1) the New Restricted Stock and (2) the shares of New G&L Inc. Common Stock issuable upon the
exercise of (a) the options to be granted pursuant to the Management Incentive Program and/or (b) the Warrants). Upon the issuance of these shares of New G&L Inc. Common Stock pursuant to the Plan, all such shares of New G&L Inc. Common
Stock will be deemed fully paid and nonassessable.



In the
event that the Holders of Allowed Class 4 Claims shall receive Cash in lieu of a distribution of shares of New G&L Inc. Common Stock and Warrants (as provided for in Section 5.4 of the Plan), the Holders of Allowed Class 2A Claims shall receive,
in the aggregate, 10 million (10,000,000) shares of New G&L Inc. Common Stock (rather than 9.9 million shares, as contemplated in the immediately preceding paragraph), which 10 million shares shall collectively represent 100% of the outstanding
shares of New G&L Inc. Common Stock on a fully-diluted basis (subject to dilution on a pari passu basis with all other holders of shares of New G&L Inc. Common Stock based on the issuance of (1) the New Restricted Stock and (2) the
shares of New G&L Inc. Common Stock issuable upon the exercise of the options to be granted pursuant to the Management Incentive Program).



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The Debtors shall provide the sum total of the distributions to be made to the Senior Credit Facility
Lenders as set forth in the immediately preceding paragraph(s) to the Agent, who shall in turn thereafter make Pro Rata distributions thereof to the individual Holders of Allowed Senior Credit Facility Claims as set forth in this Section 5.2. The
Agent shall take all steps reasonably necessary to effectuate such Pro Rata distributions to the individual Holders of Allowed Senior Credit Facility Claims.



In addition, all letters of credit issued under the Senior Credit Facility and outstanding as of the Effective Date, if any, shall be replaced with, to
the extent practicable, or supported by, new letters of credit to be issued under the Exit Credit Facility, on terms reasonably acceptable to the issuer of such Senior Credit Facility letters of credit.



5.3. Class 3  General Unsecured Claims.



Other than as set forth herein, each Holder of an Allowed Class 3 Claim as of
the Distribution Record Date shall receive payment in full satisfaction of such Claim, as follows: on the Effective Date (or as soon thereafter as is practicable), each such Holder of an Allowed Class 3 Claim shall receive such Holders Pro
Rata share of $500,000. In addition, pursuant to the terms of the Barclays Settlement Agreement, each Holder of an Allowed Class 3 Claim as of the Distribution Record Date shall receive on the Effective Date (or as soon thereafter as is practicable)
such Holders Pro Rata share of the Designated Trade Cash Amount, as such term is defined in Plan Section 6.35 (it being understood that, although the distribution of such amount shall be made by the Reorganized Debtors to the Holders of
Allowed Class 3 Claims in the manner provided by Plan Section 6.8, such distribution shall not constitute either a distribution of property of the Estates or an obligation of any of the Debtors or the Reorganized Debtors).



5.4. Class 4  Senior Subordinated Notes Claims.



Other than as set forth herein, each Holder of an Allowed Class 4 Claim as of
the Distribution Record Date shall receive payment in full satisfaction of such Claim, as follows: on the Effective Date (or as soon thereafter as is practicable), each Holder of an Allowed Class 4 Claim shall receive such Holders Pro Rata
share of (i) one hundred thousand (100,000) shares of New G&L Inc. Common Stock and (ii) 100% of the Warrants. As of the Effective Date, such 100,000 shares of New G&L Inc. Common Stock to be so distributed on a Pro Rata basis to the Holders
of Allowed Class 4 Claims shall collectively represent 1% of the outstanding shares of New G&L Inc. Common Stock on a fully-diluted basis (subject to dilution on a pari passu basis with all other holders of shares of New G&L Inc.
Common Stock based on the issuance of (1) the New Restricted Stock and (2) the shares of New G&L Inc. Common Stock issuable upon the exercise of (a) the options to be granted pursuant to the Management Incentive Program and/or (b) the Warrants).
Upon the issuance of these shares of New G&L Inc. Common Stock pursuant to the Plan, all such shares of New G&L Inc. Common Stock will be deemed fully paid and nonassessable. The foregoing distribution to the Holders of Allowed Class 4
Claims is conditioned upon the effectiveness of the Barclays Settlement Agreement and the distribution thereunder of the Designated Trade Cash Amount (as such term is defined in Plan Section 6.35) to the Holders of Class 3 Claims.



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As of the Effective Date, the Warrants, if issued hereunder, shall represent, in the aggregate, the right
to purchase up to 10% of the outstanding shares of New G&L Inc. Common Stock (after giving effect to the issuance of the shares upon the exercise of the Warrants) on a fully-diluted basis pursuant to the terms and subject to the conditions
thereof. Any shares issuable upon the exercise of such Warrants are subject to dilution on a pari passu basis with all other holders of shares of New G&L Inc. Common Stock based on the issuance of (1) the New Restricted Stock and (2) the
shares of New G&L Inc. Common Stock issuable upon the exercise of the options to be granted pursuant to the Management Incentive Program.



If it is determined, however, that such distribution of all or any portion of the 100,000 shares of New G&L Inc. Common Stock and the Warrants to the
Holders of Allowed Class 4 Claims would cause Reorganized G&L Inc. to be a reporting company under the Securities Exchange Act of 1934, as amended, or otherwise, the Debtors reserve the right, with the consent of the Lender Steering Committee,
to make, in lieu of a distribution of such shares and Warrants (or any portion thereof), a Cash distribution in an amount based upon the following values: $3.28 per share of New G&L Inc. Common Stock, $1.32 per each Type A Warrant, and $1.17 per
each Type B Warrant not so distributed to the Holders of Allowed Class 4 Claims (subject to the de minimis distribution limitation set forth in Plan Section 6.23, if applicable), which Cash constitutes the monetary value ascribed to
such shares and the Warrants.



Pursuant to Section 6.09 of the
Senior Subordinated Notes Indenture, and as set forth further in Section 6.7(c) of the Plan, all distributions of shares of New G&L Inc. Common Stock and Warrants or cash (as applicable) provided for under this Section 5.4 on account of the
Allowed Senior Subordinated Notes Claims shall be made to the Senior Subordinated Notes Indenture Trustee for further distribution to the Holders of Allowed Senior Subordinated Notes Claims. The Senior Subordinated Notes Indenture Trustee shall
thereafter take all steps reasonably necessary and appropriate to effectuate such distribution of such shares of New G&L Inc. Common Stock and the Warrants or cash (as applicable) to the Holders of the Allowed Senior Subordinated Notes Claims
(including, but not limited to, in its discretion, making a distribution of the appropriate amount of shares of New G&L Inc. Common Stock and Warrants or cash, as applicable, to the record holders of the Senior Subordinated Notes with
instructions that such record holders subsequently distribute such shares of New G&L Inc. Common Stock and Warrants or cash, as applicable, to the applicable beneficial Holders of Allowed Senior Subordinated Notes Claims on whose behalf such
record holder holds the Senior Subordinated Notes).



In
addition, pursuant to the terms of the Barclays Settlement Agreement, each Holder of an Allowed Class 4 Claim as of the Distribution Record Date shall receive on the Effective Date (or as soon thereafter as is practicable) such Holders Pro
Rata share of the distribution as set forth in clause (y) of Plan Section 6.35 (it being understood that, except as may otherwise be agreed to by the Debtors, the Agent, and the Lender Steering Committee in the manner set forth in Plan Section 6.35,
such distribution shall be made by Barclays pursuant to the Barclays Settlement Agreement, and shall not constitute either a distribution of property of the Estates or an obligation of any of the Debtors or the Reorganized Debtors).



5.5. Class 6  Debtor Subsidiaries Old Stock Interests.The
Holders of Class 6 Interests shall not receive any distributions under the Plan on account of their Interests, provided



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that (except as may be modified by any Restructuring Transaction or with respect to the Dissolved Entities) the Debtors existing corporate structure of
affiliate and/or subsidiary ownership shall be maintained and unaffected by the Plan, as set forth further in Plan Section 6.3.



5.6. Class 7  G&L Inc. Preferred Stock Interests. On the Effective Date, all outstanding shares of G&L Inc. Preferred Stock,
if any, shall be cancelled and be deemed terminated and of no force and effect. No distribution of any kind shall be made on account of the G&L Inc. Preferred Stock under the Plan.



5.7. Class 8  G&L Inc. Common Stock Interests. On the Effective Date, all outstanding shares of
G&L Inc. Common Stock shall be cancelled and be deemed terminated and of no force and effect. No distribution of any kind shall be made on account of the G&L Inc. Common Stock under the Plan.



5.8. Allocation of Distributions. All distributions paid to
Holders of Claims in satisfaction thereof pursuant to this Plan shall be allocated first to the original principal amounts of such Claims (as determined for federal income tax purposes), and, second, to the portion of such Claims representing
interest (as determined for federal income tax purposes), and any excess thereafter shall be allocated to the remaining portion of such Claims, provided, however, that payments made to the Holders of Class 2A Claims shall be allocated in accordance
with the terms of the Senior Credit Facility.



5.9.
Distribution Limitations. Notwithstanding any other provision of the Plan to the contrary, no distribution shall be made on account of any Claim, or part thereof, (i) that is not an Allowed Claim or (ii) that has been avoided or is
subject to any objection. The sum total of the value of the distributions to be made on the Initial Distribution Date to all Claims in a particular Class (if any) shall not exceed the aggregate amount of the Allowed Claims in such Class (if any).



5.10. Limitations on Amounts to Be Distributed to Holders
of Allowed Insured Claims.Distributions under the Plan to each Holder of an Allowed Insured Claim will be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but solely to
the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the Holder thereof under any pertinent insurance policies and applicable law. Nothing in this Section 5.10 will constitute a waiver of any claims, obligations,
suits, judgments, damages, demands, debts, rights, causes of action, or liabilities that any entity may hold against any other entity, including the Debtors insurance carriers.



5.11. Special Provision Regarding Impaired Claims. Except as may otherwise be provided in the Plan, the Confirmation
Order, any other order of the Bankruptcy Court, or any Plan Document, nothing shall affect the Debtors or the Reorganized Debtors (as applicable) rights and defenses, both legal and equitable, with respect to any Claims that are impaired
under this Plan, including, but not limited to, all rights with respect to legal and equitable defenses to setoffs or recoupments against such Claims.



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ARTICLE VI



MEANS FOR IMPLEMENTATION OF THE PLAN



6.1. Dissolution. After the Confirmation Date, but prior to the Effective Date, the Dissolved Entities, which are both Delaware
corporations, shall be dissolved in accordance with Sections 275 and 303 of the Delaware General Corporation Law. The respective Boards of Directors and officers of the Dissolved Entities shall take all such other actions as are necessary and
appropriate to effectuate the dissolution of the Dissolved Entities, including, but not limited to (i) the designation and authorization of an officer or officers to execute a certificate of dissolution and file such certificate with the appropriate
Delaware state official, and to tender to the appropriate Delaware state entities all taxes and fees, including assessment fees, authorized and/or required by law to be collected thereby, and (ii) such other actions as such officer deems appropriate
to effect such dissolutions. On or after the Effective Date, but, in any event, as soon as is practicable under the provisions of applicable Delaware state law, pursuant to such dissolutions, any tangible Assets (if any) of a Dissolved Entity shall
be utilized to satisfy any remaining obligations of such Dissolved Entity (if any), and any Assets of the Dissolved Entities remaining thereafter shall be distributed and transferred to Reorganized G&L Inc. to be administered in accordance with
the terms of this Plan. Any such dissolution shall require the consent of the Lender Steering Committee.



6.2. Boards of Directors of the Reorganized Debtors.As of the Effective Date, the respective Boards of Directors of each of the Reorganized
Debtors that are corporations shall each initially have the same seven-person board of directors consisting of the following designations: one of whom shall be the Chief Executive Officer of Reorganized G&L Inc. and six of whom shall be
designated by the Holders of a majority in dollar amount of the Senior Credit Facility Claims. The members of the respective Boards of Directors of each of the Reorganized Debtors shall be disclosed to the Bankruptcy Court pursuant to Bankruptcy
Code § 1129(a)(5) on or before the Confirmation Date, unless otherwise permitted by the Bankruptcy Court. In addition, Reorganized G&L Inc. is authorized to appoint the officers and/or managers (as applicable) of any and all New
Subsidiaries (if any), which officers shall have the authority to execute instruments on behalf of the applicable New Subsidiary(ies) (if any) and to otherwise bind these entities. No new directors shall be appointed with respect to either of the
Dissolved Entities.



Each such director and officer will serve
from and after the Effective Date until his or her successor is duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the terms of the applicable Amended and Restated Certificates of
Incorporation and Amended and Restated By-laws or similar constituent documents of the applicable Reorganized Debtor and applicable state law.



6.3.Ownership of the Reorganized Subsidiaries, the New Subsidiaries, and the Dissolved Entities. Other than with respect to the Dissolved
Entities, or otherwise in connection with a Restructuring Transaction, the ownership of the capital stock of the Reorganized Subsidiaries following the Effective Date shall be unaffected by the Plan, as each Debtor that owned or held the Old Stock
of a Debtor Subsidiary or other domestic or foreign subsidiary as of the Effective Date shall, as a Reorganized Debtor on the Effective Date, own or hold such capital



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stock and/or equity interest (as applicable) in the corresponding Reorganized Subsidiary or other domestic or foreign subsidiary as of the Effective Date,
such that upon the Effective Date, the capital stock of the respective Reorganized Subsidiaries shall be owned or held as follows: Reorganized G&L Inc. shall own all of the capital stock of Reorganized Swift Textiles and Reorganized G&L
Industries; Reorganized Swift Textiles, in turn, shall own all of the capital stock of Reorganized Swift Denim Properties; and Reorganized G&L Industries shall own all of the capital stock or interests (as applicable) of Reorganized G&L
Properties, Reorganized Greensboro Textile, Reorganized Brighton Weaving, Reorganized Flint Spinning, Reorganized Society Hill Finishing, and Reorganized McDowell Weaving. In addition (other than with respect to any stock interests sold or otherwise
transferred by any of the Debtors on or prior to the Effective Date), following the Effective Date, each Reorganized Debtor shall own and retain the equity interests in any non-Debtor foreign or other subsidiaries to the same extent that the
applicable corresponding Debtor owned an equity interest in such non-Debtor foreign or other subsidiary as of the Effective Date. Reorganized G&L Inc. shall own all the capital stock of the Dissolved Entities until the effective date of the
latters respective dissolutions in accordance with the provisions of applicable Delaware law. In addition, the applicable Reorganized Debtor shall own the equity interest in any New Subsidiary that such Reorganized Debtor causes to be
established pursuant to any Restructuring Transaction(s).



6.4.
Issuance of New Securities; Execution of Plan Documents.



(a) On the Effective Date (or as soon thereafter as is practicable), and other than as set forth herein, Reorganized G&L Inc. shall issue the New G&L Inc. Term Notes, the New G&L Inc. Common Stock
(including, but not limited to, the New Restricted Stock), and the Warrants (to the extent that the Warrants are issued pursuant to the terms of the Plan); Reorganized Swift Textiles and Reorganized G&L Industries shall issue the respective New
Intercompany Notes; and the Reorganized Debtors may issue other notes in connection with the Exit Credit Facility or otherwise in connection with any Plan Document. The (a) issuance of the New G&L Inc. Term Notes, the New G&L Inc. Common
Stock (including, but not limited to, the New Restricted Stock), and the Warrants (if any) by Reorganized G&L Inc. and (b) the issuance of the New Intercompany Notes by Reorganized Swift Textiles and Reorganized G&L Industries, respectively,
all pursuant to the Plan (including, pursuant to Sections 4.4, 5.2, 5.4, and 6.19 hereof), and (c) the issuance of any and all other notes under or in connection with the Exit Credit Facility, the Exit Credit Facility Guarantees, the New G&L
Inc. Term Notes Guarantees, or otherwise by any of the Reorganized Debtors, are all authorized hereby without the need for any further corporate action or court order.



(b) The execution and delivery by the Debtor(s) or the Reorganized Debtor(s) party thereto and/or any New
Subsidiary (as applicable), of all Plan Documents (including, without limitation, the Exit Credit Facility; any document memorializing the Management Incentive Program, the Registration Rights Agreement, any indenture or similar agreement relating
to the issuance of the New G&L Inc. Term Notes, the Warrants (if applicable), or the New Intercompany Notes, and/or any other agreement entered into, or instrument, security interest, guaranty, or note issued in connection with any of the
foregoing, any other Plan Document, any document relating to the formation of any New Subsidiary and the execution of any and all New Subsidiaries respective organizational documents and/or the consummation of any or all Restructuring
Transactions contemplated in Section 6.22 hereof, the dissolution of the



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Dissolved Entities), and any other document necessary or appropriate to effectuate the events contemplated herein and therein, is hereby authorized without
the need for any further corporate action or court order. All such Plan Documents shall also become effective and binding in accordance with their respective terms and conditions upon the parties thereto and shall be deemed to become effective
simultaneously.



6.5. Corporate Governance, Directors and
Officers, and Corporation Action.



(a) Amended and Restated Certificates of Incorporation, Amended and Restated Certificates of Formation; and Amended and Restated Limited Liability Company Operating Agreements. On or before the Effective Date, (i) those
Reorganized Debtors that are corporations shall file their respective Amended and Restated Certificates of Incorporation with the Secretary of the State of Delaware in accordance with Sections 242, 245, and 303 of the Delaware General Corporation
Law and (ii) those Reorganized Debtors that are limited liability companies shall adopt their respective Amended and Restated Certificates of Formation in accordance with the provisions of applicable Delaware state law. Each of the Amended and
Restated Certificates of Incorporation and the Amended and Restated Limited Liability Company Operating Agreements of the respective Reorganized Debtors (as applicable) will, among other things, prohibit the issuance of nonvoting equity securities
to the extent required by Bankruptcy Code § 1123(a). The Amended and Restated Certificate of Incorporation of Reorganized G&L Inc. shall (a) provide that (i) the number of authorized shares of New G&L Inc. Common Stock shall be 15
million (15,000,000) and (ii) the par value of the New G&L Inc. Common Stock shall be $0.01 and (b) provide for the issuance of the New Restricted Stock under the Management Incentive Program. After the Effective Date, the Reorganized Debtors
may amend and restate their respective Amended and Restated Certificates of Incorporation, Amended and Restated By-Laws, Amended and Restated Limited Liability Company Operating Agreements, Amended and Restated Certificates of Formation, and/or
other constituent documents (as applicable) as permitted by governing Delaware general corporation law or limited liability company law (as applicable).



(b) Corporate Action. On or before the Effective Date: the execution and delivery of the Exit Credit Facility and all
actions reasonably necessary and desirable to effectuate the same; the adoption of the Management Incentive Program, the execution and delivery of the Registration Rights Agreement, and all actions reasonably necessary and desirable to effectuate
any of the foregoing; the reservation of authorized but unissued shares of New G&L Inc. Common Stock for issuance upon exercise of (x) the options to be granted pursuant to the Management Incentive Program and (y) the Warrants (if any); the
dissolution of the Dissolved Entities and all actions reasonably necessary and desirable to effectuate the same; the adoption and/or filing (as applicable) of the Amended and Restated Certificates of Incorporation, the Amended and Restated
Certificates of Formation, the Amended and Restated Limited Liability Company Operating Agreements, the Amended and Restated By-Laws, or similar constituent documents; the selection of the directors, officers, and/or managers of the respective
Reorganized Debtors and any New Subsidiary, if any (as applicable); the formation of any New Subsidiary and the consummation and execution of any or all Restructuring Transactions contemplated by Section 6.22 hereof; the transfer of any remaining
property (including, but not limited to, U.S. trademark registrations and U.S. copyright registrations) from any Dissolved Entity to Reorganized G&L Inc.; the execution and delivery of each Plan



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Document (including, but not limited to, the Exit Credit Facility and the Exit Credit Facility Guarantees) and any other document reasonably necessary or
appropriate to effectuate the events contemplated herein and/or therein (including, but not limited to, any and all Restructuring Transactions, the Exit Credit Facility, the New G&L Inc. Term Notes, the New Intercompany Notes, or any guarantees
or notes issued in connection therewith); and all other actions contemplated by the Plan, the Plan Documents, or such other documents shall be authorized and approved in all respects (subject to the provisions of the Plan) without the need for any
further corporate action or court order. All matters provided for in the Plan involving the corporate structure, assets, and/or operations of the Debtors, the Reorganized Debtors, or any New Subsidiary, and any corporate action required by the
Debtors, the Reorganized Debtors, or any New Subsidiary in connection with the Plan or the Plan Documents (including any corporate action as may be necessary or appropriate to consummate a Restructuring Transaction(s) contemplated in Section 6.22
hereof), shall be deemed to have occurred and shall be in effect, without any requirement of further action by the respective security holders, members, officers, or directors of the Debtors, the Reorganized Debtors, or any New Subsidiary. After the
Confirmation Date and on or prior to the Effective Date, the appropriate members of the Boards of Directors and/or members or officers of the Debtors, the Reorganized Debtors, or any New Subsidiary (as applicable) are authorized and directed to
issue, execute, and deliver the agreements, documents, securities, certificates, and instruments contemplated by the Plan (including in Section 6.22 hereof) and/or the Plan Documents in the name of and on behalf of the applicable Debtor(s),
Reorganized Debtor(s), or New Subsidiary(ies) (as applicable).



6.6.Administration of the Plan.



(a) After the Effective Date, the Reorganized Debtors, and any New Subsidiaries (as applicable) shall respectively perform those responsibilities, duties, and obligations set forth herein, including, without limitation, making distributions
as provided under the Plan, objecting to the allowance of any Claim, and prosecuting any litigation pertaining thereto, to pay such Claims as may be later Allowed, all as contemplated by the dispute resolution procedures contained in Section 6.11 of
the Plan, and overseeing and governing the continuing affairs and operations of the Reorganized Debtors and any such New Subsidiaries (as applicable) on a going-forward basis.



(b) The Reorganized Debtors and the New Subsidiaries, if any (as applicable), may retain such management,
law firms, accounting firms, experts, advisors, agents, consultants, investigators, appraisers, auctioneers, or other professionals as they may deem necessary, including, without limitation a transfer or disbursing agent, to aid them in the
performance of their responsibilities pursuant to the terms of the Plan. It shall not be a requirement that any such parties retained by any of the Reorganized Debtors or any of the New Subsidiaries (as applicable) be a disinterested
person (as such term is defined in Bankruptcy Code § 101(14)), and such retained parties may include Professionals or other Persons who had previously been active in these Cases on behalf of any Debtor, Creditor, Interest Holder,
Committee, or other constituency herein.



(c)
The respective Boards of Directors and management of the Debtors, the Reorganized Debtors, and any New Subsidiaries (as applicable) shall perform the duties and



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obligations imposed on them by the Plan with reasonable diligence and care under the circumstances.



(d) The Reorganized Debtors shall be responsible for filing
all federal, state, and local tax returns for the Debtors and for the Reorganized Debtors.



(e) To the extent the manner of performance is not specified, the Debtors, the Reorganized Debtors, and the New Subsidiaries, if any (as
applicable), will have the discretion to carry out and perform all other obligations or duties imposed on them by, or actions contemplated or authorized by, the Plan, any Plan Document, or by law in any manner their respective Boards of Directors or
officers so choose, as long as such performance is not inconsistent with the intents and purposes of the Plan.



(f) In accordance with the terms and conditions of the Senior Subordinated Notes Indenture, the Debtors shall be responsible for
satisfying all reasonable and customary fees, costs, and expenses incurred by the Senior Subordinated Notes Indenture Trustee and its counsel in the performance of any function associated with the Senior Subordinated Notes Indenture or the Plan in
an amount up to $50,000 and such additional amounts as may be reasonably acceptable to the Reorganized Debtors and the Lender Steering Committee. In addition, following the issuance of the Warrants, the Reorganized Debtors shall be responsible for
either serving as Warrant agent or arranging for a third party to serve in such capacity at the Reorganized Debtors expense.



6.7. Provisions Relating to Existing Notes and Existing Stock.



(a) On the Effective Date, the Senior Subordinated Notes; any and all notes issued in connection with the
Senior Credit Facility, the DIP Facility, or any of the Guarantees; the Old Intercompany Notes; the G&L Inc. Common Stock; any G&L Inc. Preferred Stock; and any options, warrants, calls, subscriptions, or other similar rights or other
agreements or commitments, contractual or otherwise, obligating any of the Debtors to issue, transfer, or sell any shares of G&L Inc. Common Stock or G&L Inc. Preferred Stock, shall be canceled and be deemed terminated, cancelled,
extinguished, and of no force and effect, and the Holders thereof shall have no rights, and such instruments shall evidence no rights, except the right to receive the distributions (if any) to be made to the Holders of such instruments under this
Plan.



(b) No Holder of any of the Senior
Subordinated Notes or any notes issued in connection with the DIP Facility or any of the Guarantees shall be entitled to any distribution under the Plan unless and until such Holder has first surrendered or caused to be surrendered (in the manner
set forth below in this Plan subsection) (i) to the Senior Subordinated Notes Indenture Trustee, with respect to the Senior Subordinated Notes and/or the Senior Subordinated Notes Guarantees or (ii) to the DIP Agent, with respect to any notes issued
in connection with the DIP Facility and/or the DIP Facility Guarantees (if any), the original notes held by it or, in the event that such original notes have been lost, destroyed, stolen, or mutilated, has first executed and delivered an affidavit
of loss and indemnity with respect thereto in form customarily utilized for such purposes that is reasonably satisfactory to the Debtors, and, in the event the Debtors so request, has first furnished a bond in form and substance (including, without
limitation, amount) reasonably satisfactory to the Debtors. If a Holder has actual possession of



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any Senior Subordinated Note or any note issued in connection with the DIP Facility or any of the Guarantees, then such Holder must physically surrender or
cause to be surrendered its note(s) to, and in accordance with the procedures required by (i) the Senior Subordinated Notes Indenture Trustee, with respect to the Senior Subordinated Notes and/or the Senior Subordinated Notes Guarantees or (ii) to
the DIP Agent, with respect to any notes issued in connection with the DIP Facility and/or the DIP Facility Guarantees (if any). The Senior Subordinated Notes Indenture Trustee and the DIP Agent shall in turn physically surrender or cause to be
surrendered to the Reorganized Debtors any and all notes previously surrendered to it in accordance with this paragraph and any and all other notes previously held by such party in connection with the Senior Subordinated Notes Indenture or any notes
issued in connection with the DIP Facility or any of the Guarantees (if any), as applicable. Alternatively, if a Senior Subordinated Noteholder holds its Senior Subordinated Note in book-entry form, then such Holder shall comply with such procedures
and provide such instructions as are necessary to surrender the Senior Subordinated Notes electronically. As soon as practicable after such surrender of the applicable note(s) or such delivery of an affidavit of loss and indemnity and such
furnishing of a bond as provided in this Section 6.7(b), the DIP Agent and the Senior Subordinated Notes Indenture Trustee (as provided in Plan Sections 3.1 and 5.4, respectively) shall make the distributions provided in the Plan with respect to the
applicable Allowed Claim(s). Promptly upon the surrender of such instruments, the Reorganized Debtors and/or the Senior Subordinated Notes Indenture Trustee (as applicable) shall cancel the (1) Senior Subordinated Notes and (2) any and all notes
issued in connection with the DIP Facility or any of the Guarantees (if any).



(c) For the purpose of distributions to the Holders of Allowed Senior Subordinated Note Claims, the Senior Subordinated Notes Indenture Trustee shall be deemed to be the sole Holder of all such Claims. All
distributions on account of Allowed Senior Subordinated Note Claims shall be distributed to the Senior Subordinated Notes Indenture Trustee for further distribution to the Senior Subordinated Noteholders pursuant to the terms and subject to the
conditions of the Senior Subordinated Notes Indenture and the Plan. On the Effective Date, the obligations under the Senior Subordinated Notes and the Senior Subordinated Notes Indenture shall be deemed terminated, canceled, and extinguished (all
without any further action by any person or the Bankruptcy Court) and shall have no further legal effect other than as evidence of any right to receive distributions under the Plan as set forth in Section 5.4 hereof; provided, however, that the
Senior Subordinated Notes shall not be deemed canceled on the books and records of the Senior Subordinated Notes Indenture Trustee, the applicable securities depositories, clearing systems, or broker, bank, or custodial participants in the clearing
system so as to facilitate distributions to the Senior Subordinated Noteholders. The authority of the Senior Subordinated Notes Indenture Trustee under the Senior Subordinated Notes Indenture shall be terminated as of the Effective Date; provided,
however, that the Senior Subordinated Notes Indenture shall continue in effect solely for the purposes of (i) allowing the Senior Subordinated Notes Indenture Trustee to make the distributions as provided for in the Plan and to perform any and all
current and future administrative functions and (ii) permitting the Senior Subordinated Notes Indenture Trustee to maintain its continuing charging lien against any and all distributions payable to the Senior Subordinated Noteholders to the extent
that the Senior Subordinated Notes Indenture Trustee has not received or does not receive payment for fees, costs, and expenses incurred in the performance of any function associated with the Senior Subordinated Notes Indenture or the Plan.



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6.8. Delivery of Distributions; Unclaimed Property; Undeliverable Distributions.



(a) Except as provided in Sections 3.1, 5.2,
5.4, and 6.8(c) hereof, any distributions to Holders of Allowed Claims under this Plan shall be made: (i) at the addresses set forth on the Schedules, or on the respective Proofs of Claim filed by such Holders in the event that the address indicated
thereon differs from that set forth on such Schedules; or (ii) at the addresses set forth in any written notices of address change delivered to the Debtors or the Reorganized Debtors (if after the Effective Date) after the date of any related Proof
of Claim.



(b) In accordance with Bankruptcy
Code § 1143, any Holder of any (i) Senior Subordinated Note or (ii) any note issued in connection with the DIP Facility or any of the Guarantees, that fails to surrender the applicable security or deliver an affidavit of loss and indemnity as
provided herein within by 5:00 p.m. Eastern Standard Time on the date that is one year from and after the later of the Effective Date or the applicable Allowance Date with respect to any Claims arising from or relating to such Senior Subordinated
Note or note issued in connection with the DIP Facility or any of the Guarantees (if any), shall be deemed to have forfeited all rights and claims in respect of such Claims, and shall be forever barred from receiving any distributions under the Plan
on account thereof. In such cases, any property held for distribution by the Reorganized Debtors on account of Allowed Claims based on such Senior Subordinated Notes or note issued in connection with the DIP Facility or any of the Guarantees (if
any) shall be redistributed in accordance with the provisions of the Plan.



(c) If the distribution to the Holder of any Allowed Claim is returned to the Reorganized Debtors as undeliverable, no further distribution shall be made to such Holder unless and until the Reorganized Debtors are
notified in writing of such Holders then current address. The Reorganized Debtors shall retain undeliverable distributions to be redistributed in accordance with the provisions of the Plan.



(d) Any Holder of an Allowed Claim who does not assert a
claim for an undeliverable distribution by 5:00 p.m. Eastern Standard Time on the date that is one year after the date by which such Holder was first entitled to such distribution shall no longer have any claim to, or interest in, such undeliverable
distribution and shall be forever barred from receiving any distribution under the Plan.



(e) Nothing contained in the Plan shall require the Debtors or the Reorganized Debtors to attempt to locate any Holder of an Allowed
Claim.



6.9. Funding of Cash Distributions under the Plan.Any funds necessary to make the Cash distributions required under Articles III, IV, and V of the Plan and/or to fund the future obligations of the Reorganized Debtors shall (as applicable) be from: the Cash on hand of the Debtors and of the
Reorganized Debtors (including, but not limited to, the Excess Cash, which shall be distributed to the Holders of Allowed Class 2A Claims in the manner set forth in Plan Section 5.2); the Exit Credit Facility; the Net Proceeds of the Klopman Sale,
which shall be distributed to the Holders of Allowed Class 2A Claims in the manner set forth in Plan Section 5.2); and the future operations of the Debtors and the Reorganized Debtors (as applicable).



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6.10. Manner of Payments Under the Plan. Any Cash payment to be made by the Debtors or the
Reorganized Debtors (as applicable) pursuant to the Plan may be made by a check on a United States bank selected by the Debtors or the Reorganized Debtors (as applicable); provided, however, that Cash payments made to foreign Holders of Allowed
Claims may be paid, at the option of the Debtors or the Reorganized Debtors (as applicable), in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.



6.11. Disputed Claims.



(a) No distribution or payment shall be made on a Disputed
Claim until such Disputed Claim becomes an Allowed Claim. On the Initial Distribution Date, the distributions reserved for the Holders of Disputed Claims in each Class under the Plan shall be deposited in reserve accounts segregated by the
respective Classes in which the Disputed Claims exist (each reserve account a Disputed Claims Reserve).



(b) Notwithstanding any other provisions of the Plan, the Reorganized Debtors (or any transfer or disbursing agent retained by the
Reorganized Debtors pursuant to Section 6.6(b) of this Plan) shall withhold from the property to be distributed under the Plan, in each Disputed Claims Reserve, a sufficient Pro Rata share of the property to be distributed on account of the face
amount of Claims that are Disputed Claims in such Class as of the Initial Distribution Date for such Class under the Plan. For the purposes of this provision, the face amount of a Claim is (i) the amount set forth on the Proof of Claim
or such lower amount as may be determined in accordance with Section 6.11(c), unless the Claim is filed in an unliquidated amount; or (ii) if a Proof of Claim has been filed in an unliquidated amount, the amount determined in accordance with Section
6.11(c). In determining the amount of the Pro Rata distributions to the Holders of Allowed Claims in any Class for which a Disputed Claims Reserve has or will be established, the calculation of the amount of Pro Rata distribution to each Holder of
an Allowed Claim in such Classes shall be made as if all Disputed Claims in the applicable Class were Allowed Claims in their respective face amounts.



(c) As to any Disputed Claim (including, without limitation, any unliquidated Claim), the Bankruptcy Court shall, upon motion by the
Debtors or the Reorganized Debtors (as applicable), estimate the maximum allowable amount of such Disputed Claim and the amount to be placed in the Disputed Claims Reserve on account of such Disputed Claim. Any Creditor whose Claim is so estimated
by an Order of the Bankruptcy Court shall not have recourse to the Debtors or to the Reorganized Debtors (or any New Subsidiary), any assets theretofore distributed on account of any Allowed Claim, or any other entity or property (including, but not
limited to, any assets transferred to a New Subsidiary pursuant to any Restructuring Transaction) if the finally Allowed Claim of that Creditor exceeds that estimated maximum allowable amount. Instead, such Creditor shall have recourse only to the
undistributed assets (if any) in the applicable Disputed Claims Reserve for the Claim of that Creditor and (on a Pro Rata basis with other Creditors of the same Class who are similarly situated) to those portions (if any) of the Disputed Claims
Reserve for other disputed and unliquidated Claims of the same Class that exceed the ultimately allowed amount of such Claims.



(d) All Cash held in the Disputed Claims Reserve accounts shall be invested in such investments as are described in Bankruptcy Code §
345. All earnings on such Cash shall



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be held in trust in the Disputed Claims Reserve accounts and shall be distributed only in the manner described in the Plan.



(e) At such time as all or any portion of a Disputed Claim
becomes an Allowed Claim, the distributions reserved for such Disputed Claim or such portion, plus any earnings thereon (if any), shall be released from the appropriate Disputed Claims Reserve account and delivered to the Holder of such Allowed
Claim. At such time as all or any portion of any Disputed Claim is determined not to be an Allowed Claim, the distribution reserved for such Disputed Claim or such portion, plus any earnings thereon, shall be released from the appropriate Disputed
Claims Reserve account and made available for redistribution or otherwise in the manner described in the Plan.



(f) (i) After the Confirmation Date, the Debtors, and (ii) after the Effective Date, the Reorganized Debtors, shall have the authority to
object to, settle, compromise, resolve, withdraw any objection to, or litigate Disputed Claims without the need for any Bankruptcy Court or other approval or any other or further notice.



(g) Notwithstanding anything contained in this Section 6.11 to the contrary, if there exists any Disputed
Administrative Claim or Disputed Tax Claim, or any Disputed Class 1 or 2B Claim, the Reorganized Debtors shall withhold in a separate reserve account the face amount (as calculated under Section 6.11(b)) of any such Disputed Claim until
and to the extent such Claim is determined to be an Allowed Claim.



6.12. Bar Date for Objections to Claims. Unless an earlier time is set by an order of the Bankruptcy Court, all objections to Claims (other than with respect to Administrative Claims and Rejection Claims) must be filed by the
Claims Objection Bar Date; provided, however, that no such objections may be filed against any Claim after the Bankruptcy Court has determined by entry of a Final Order that such Claim is an Allowed Claim. The failure by any party in interest,
including the Debtors, to object to any Claim, whether or not unpaid, for purposes of voting shall not be deemed a waiver of such partys rights to object to, or re-examine, any such Claim in whole or in part.



6.13. Distribution Record Date. At the close of business on the
Distribution Record Date, the transfer records for the DIP Facility, the Senior Credit Facility, and the Senior Subordinated Notes shall be closed, and there shall be no further changes in the record holders of the Senior Credit Facility Claims, the
DIP Facility Claims, the Allowed Class 3 Claims, the Senior Subordinated Notes Claims, or any notes issued in connection with either the Senior Credit Facility or the DIP Facility (if any). Neither the Debtors, the Reorganized Debtors, any
disbursing agent or transfer retained by the Reorganized Debtors pursuant to Section 6.6(b) of this Plan, the DIP Agent, the Agent, nor the Senior Subordinated Notes Indenture Trustee shall have any obligation to recognize any transfer of the Senior
Credit Facility Claims, the DIP Facility Claims, any notes issued in connection with either the Senior Credit Facility or the DIP Facility (if any), the Senior Subordinated Notes Claims, or the Allowed Class 3 Claims occurring after the Distribution
Record Date, and such parties shall be entitled, instead, to recognize and deal for all purposes hereunder with only those record holders thereof as of the close of business on the Distribution Record Date.



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6.14. The Exit Credit Facility and the Exit Credit Facility Guarantees. On the Effective Date (or
as soon thereafter as is practicable), Reorganized G&L Inc., as borrower, the Exit Credit Facility Guarantors, as guarantors, the Exit Credit Facility Lenders, as lenders, and the New Agent, as agent, shall execute and deliver the Exit Credit
Facility, and Reorganized G&L Inc. and the Exit Credit Facility Guarantors (as applicable) shall execute and deliver the respective Exit Credit Facility Guarantees and any and all security agreements, mortgages or extensions of mortgages,
certificates, and other instruments, agreements, assignments, and documents contemplated and/or required by the Exit Credit Facility, including, but not limited to, any and all such documents that serve to evidence and secure Reorganized G&L
Inc.s and the Exit Credit Facility Guarantors respective obligations under the Exit Credit Facility and the Exit Credit Facility Guarantees, and any Liens in favor of the New Agent on behalf of the Exit Credit Facility Lenders securing
such obligations.



The Exit Credit Facility shall be in an
aggregate principal amount of up to $70 million. Reorganized G&L Inc.s obligations under the Exit Credit Facility shall be (i) guaranteed by the Exit Credit Facility Guarantors and (ii) secured by first priority liens on, and security
interests in, substantially all of the Reorganized Debtors working capital Assets. The terms of the Exit Credit Facility shall be reasonably acceptable to the Debtors and the Lender Steering Committee and shall include such other terms and
conditions customary for exit credit facilities of this type.



All letters of credit issued under the Senior Credit Facility and outstanding as of the Effective Date, if any, shall be replaced with, to the extent practicable, or supported by, new letters of credit to be issued under the Exit Credit
Facility, on terms reasonably acceptable to the issuer of such Senior Credit Facility letters of credit.



The provisions of the Exit Credit Facility relating to covenants, prepayments, and collateral shall be consistent with those as set forth in the New
G&L Inc. Term Notes and subject to the Intercreditor Agreement.



6.15. New G&L Inc. Term Notes.For the purpose of distributions of New G&L Inc. Term Notes to the Holders of Allowed Senior Credit Facility Claims, the Agent shall be deemed to be the sole Holder of such Claims. Accordingly,
on the Effective Date (or as soon thereafter as is practicable), and except as otherwise set forth herein, Reorganized G&L Inc. shall issue in accordance with the Plan (including Section 5.2 hereof) the New G&L Inc. Term Notes to the Agent,
for subsequent distribution on a Pro Rata basis to the Holders of Allowed Class 2A Claims. The New G&L Inc. Term Notes, which shall be in an aggregate principal amount equal to $130 million, shall have the principal terms and conditions as set
forth on Exhibit B to the Disclosure Statement and shall include such other terms and conditions customary and appropriate for secured financings of this type.



Specifically, and without in any way limiting the generality of the foregoing, the New G&L Inc. Term Notes shall be guaranteed by the New G&L
Inc. Term Notes Guarantors under the respective New G&L Inc. Term Notes Guarantees. The New G&L Inc. Term Notes shall be secured by (A) silent second priority liens on and security interests in the Reorganized Debtors working capital
assets that are subject to a first priority lien in favor of the Exit Credit Facility Lenders and (B) first priority liens on and security interests in substantially all of the Reorganized Debtors other property, with the following
qualifications: such liens securing the



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obligations under the New G&L Inc. Term Notes (i) shall be subject to the existing Liens in favor of the Holders of Allowed Class 2B Claims that continue
to exist after the Effective Date pursuant to the terms of this Plan, and (ii) with respect to the Debtors foreign affiliates, shall be limited to a pledge of 65% of the voting stock of the Reorganized Debtors first-tier foreign
subsidiaries. The New G&L Inc. Term Notes shall have a five-and-a-half (5.5) year term that commences on the Effective Date. Initially, the New G&L Inc. Term Notes shall bear interest at a rate per annum equal to LIBOR plus 8% for interest
periods of 1, 2, or 3 months, subject to a London Interbank Offered Rate (LIBOR) floor of 2% and a maximum total interest rate of 10%. Interest on the New G&L Inc. Term Notes shall be entirely cash-pay, and shall be payable at
the end of each 1, 2, or 3 month interest period but in no event less frequently than quarterly in arrears, on the maturity date of such notes, and thereafter on demand. The provisions of the New G&L Inc. Term Notes relating to covenants,
prepayments, and collateral shall be consistent with those as set forth in the Exit Credit Facility and subject to the Intercreditor Agreement.



6.16.New G&L Inc. Common Stock. On the Effective Date (or as soon thereafter as is practicable), Reorganized G&L Inc. shall issue
in accordance with the terms of the Plan (including Sections 5.2 and 5.4 hereof) 10 million shares of New G&L Inc. Common Stock. Specifically, to the extent that the Holders of Allowed Class 4 Claims shall receive a distribution of shares of New
G&L Inc. Common Stock and Warrants (rather than Cash) under the Plan, Reorganized G&L Inc. shall issue, in the aggregate, (i) 9.9 million shares of New G&L Inc. Common Stock to the Holders of Allowed Claims in Class 2A and (ii) 100,000
shares of New G&L Inc. Common Stock to the Holders of Allowed Claims in Class 4. In the event that, under the Plan, the Holders of Allowed Class 4 Claims shall receive a distribution of Cash in lieu of a distribution of shares of New G&L
Inc. Common Stock and Warrants, then Reorganized G&L Inc. shall issue, in the aggregate, 10 million shares of New G&L Inc. Common Stock to the Holders of Allowed Claims in Class 2A.



As of the Effective Date, such 10 million shares of New G&L Inc. Common
Stock to be so distributed to the Holders of Allowed Claims in Class 2A and Class 4 (to the extent that the Holders of Allowed Class 4 Claims shall receive a distribution of shares and Warrants, rather than Cash, as set forth in Plan Section 5.4),
shall collectively represent 100% of the outstanding shares of New G&L Inc. Common Stock on a fully-diluted basis (subject to dilution on a pari passu basis with all other holders of shares of New G&L Inc. Common Stock based on the
issuance of (1) the New Restricted Stock and (2) the shares of New G&L Inc. Common Stock issuable upon the exercise of (a) the options to be granted pursuant to the Management Incentive Program and/or (b) the Warrants, to the extent that the
Warrants are issued pursuant to the terms of this Plan). Reorganized G&L Inc. shall grant the initial Holders of the New G&L Inc. Common Stock (and such Holders permitted transferees) registration rights as set forth in, and governed
by, the Registration Rights Agreement. Reorganized G&L Inc. shall also issue the New Restricted Stock to the Management Stockholders pursuant to the Management Incentive Program.



6.17. The Warrants.Subject to the other terms and conditions set forth in this Plan with respect to the issuance of
the Warrants (including, but not limited to, in Plan Section 5.4 with respect to a determination that the issuance of all or any portion of the Warrants would not cause Reorganized G&L Inc. to become a reporting company), on the Effective Date
(or as soon thereafter as is practicable), Reorganized G&L Inc. shall issue in accordance with the terms of



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the Plan (including Section 5.4 hereof) the Warrants to the Holders of Allowed Claims in Class 4.



6.18. New Intercompany Notes. On the Effective Date (or as soon
thereafter as is practicable), Reorganized Swift Textiles and Reorganized G&L Industries (as the respective makers thereof) shall issue in accordance with the Plan (including Section 4.4 hereof) the New Intercompany Notes to Reorganized G&L
Inc. (as holder). Specifically, Reorganized Swift Textiles shall issue a note in the principal amount of $65 million and Reorganized G&L Industries shall issue a note in the principal amount of $80 million, each to Reorganized G&L Inc. The
New Intercompany Notes shall each have a five-and-a-half (5.5) year term that commences on the Effective Date, and shall each bear interest at a rate per annum equal to 10%. Interest on the New Intercompany Notes shall be entirely cash-pay, and
shall be payable at the end of each interest period but in no event less frequently than quarterly in arrears, on the maturity date of such notes, and thereafter on demand. The New Intercompany Notes shall include such other terms and conditions
customary and appropriate for notes evidencing comparable levels of indebtedness issued by and among unaffiliated third parties. The obligations under the New Intercompany Notes shall be subordinate to those under the Exit Credit Facility and the
New G&L Inc. Term Notes. In addition, Reorganized G&L Inc. shall pledge its rights and interests in the New Intercompany Notes as security for its obligations under the New G&L Inc. Term Notes.



6.19. Management Incentive Program. On or after the Effective Date,
the Management Incentive Program shall be adopted by Reorganized G&L Inc. Under the Management Incentive Program, Reorganized G&L Inc. shall grant the Management Stockholders New Restricted Stock and/or options to purchase shares of New
G&L Inc. Common Stock. Up to a maximum of 10% of the New G&L Inc. Common Stock will be made available for grants of equity awards, including options to purchase such New G&L Inc. Common Stock, under the Management Incentive Plan. The
initial grants to the Management Stockholders on the Effective Date (or as soon thereafter as is practicable) of New Restricted Stock and/or options to purchase shares of New G&L Inc. Common Stock shall be determined by the Lender Steering
Committee. Thereafter, the Board of Directors of Reorganized G&L Inc. (or an appropriate committee thereof) may, from time to time, but subject to the terms and conditions of the Management Incentive Program, make additional grants of New
Restricted Stock and/or options to purchase shares of New G&L Inc. Common Stock to the Management Stockholders under the Management Incentive Program. Any such subsequent grants of New Restricted Stock and/or options to purchase shares of New
G&L Inc. Common Stock following the Effective Date shall be based upon the achievement of certain performance targets, which shall be determined by the Board of Directors of Reorganized G&L Inc. Following the Effective Date, the Management
Incentive Program may be amended or modified by the Board of Directors of Reorganized G&L Inc. in accordance with the terms thereof, and any such amendment or modification shall not require any amendment of this Plan or further order of the
Bankruptcy Court.



6.20. Registration Rights Agreement.
The Registration Rights Agreement shall be executed and delivered on the Effective Date or as soon thereafter as is practicable by Reorganized G&L Inc. in favor of all Holders of registrable New G&L Inc. Common Stock and any of such
Holders Nominees or permitted transferees. All of the New G&L Inc. Common



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Stock (including, but not limited to, the New Restricted Stock) issued under the Plan or issuable upon the exercise of (a) the options to be granted pursuant
to the Management Incentive Program to purchase shares of New G&L Inc. Common Stock or (b) the Warrants (to the extent that the Warrants are issued pursuant to the terms of the Plan), to the extent covered by the Registration Rights Agreement,
shall be subject to the terms and conditions thereof. The Registration Rights Agreement shall contain provisions customary and appropriate for transactions of this type.



6.21. No Fractional Shares or Warrants. No fractional shares of New G&L Inc. Common Stock or Warrants to acquire
any fractional shares of New G&L Inc. Common Stock (to the extent that the Warrants are issued pursuant to the terms of the Plan) shall be issued or distributed under the Plan. Whenever any distribution to a particular Person would otherwise
call for distribution of a fraction of a share of New G&L Inc. Common Stock or a Warrant to acquire any fractional shares of New G&L Inc. Common Stock (if any), the actual distribution of shares of such stock or Warrants to acquire such
shares shall be rounded down to the next lower whole number. The total number of shares of New G&L Inc. Common Stock and/or Warrants to acquire any fractional shares of New G&L Inc. Common Stock (if any) to be distributed to a Class of
Claims shall be adjusted as necessary to account for this rounding. No consideration shall be provided in lieu of fractional shares of New G&L Inc. Common Stock or Warrants that are rounded down.



6.22. Potential Restructuring Transactions.



(a) The Debtors or the Reorganized Debtors may potentially
engage in one or more Restructuring Transactions involving one or more of the Debtors or the Reorganized Debtors respective assets, liabilities, and/or operations (as applicable) and may otherwise take such actions that the Debtors or
Reorganized Debtors determine to be necessary or appropriate to effect a corporate restructuring of their respective businesses to simplify or otherwise improve the overall corporate structure or operations of the Reorganized Debtors. Such
transactions may include one or more mergers, consolidations, restructurings, dispositions, sales, or other transfers, leases, or assignments, liquidations, or dissolutions, or change from a corporation to a limited liability corporation or other
legal form, as may be determined by the Debtors or the Reorganized Debtors to be necessary or appropriate. The actions to effect these transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger,
consolidation, restructuring, formation of new subsidiaries, disposition, sale, transfer, assignment, lease, liquidation, or dissolution containing terms that are not inconsistent with the terms of the Plan and that satisfy the requirements of
applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, lease, or delegation of any asset, property, right, liability, duty,
or obligation on terms not inconsistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to
applicable state law; and (d) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The
Debtors and the Reorganized Debtors are hereby authorized to take any and all actions as may be reasonably necessary or appropriate to effectuate any and all such potential Restructuring Transactions, to the extent such actions are not inconsistent
with the terms of this Plan. Similarly, the respective Boards of Directors, officers, and/or member of the Debtors, the



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Reorganized Debtors, and the New Subsidiaries (as applicable) are hereby authorized to take all such actions as are necessary and appropriate to effectuate
any and all Restructuring Transactions, without the need for any additional corporate action or court order.



(b) The Restructuring Transactions may include one or more mergers, consolidations, restructurings, formations of new subsidiaries,
dispositions, sales, or other transfers, leases, or assignments, liquidations, or dissolutions that result in all or a portion of the respective assets, properties, rights, liabilities, duties, and obligations of certain of the Debtors or the
Reorganized Debtors vesting in one or more surviving, resulting, or acquiring corporation(s) or similar entity. In each case in which the surviving, resulting, or acquiring corporation or similar entity in any such transaction is a successor
to a Reorganized Debtor, such surviving, resulting, or acquiring corporation or similar entity will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such
Reorganized Debtor, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring corporation or similar entity, which may provide that another Reorganized Debtor
will perform such obligations. The Restructuring Transactions shall be reasonably acceptable to the Lender Steering Committee.



6.23. De Minimis Distributions. No Debtor, Reorganized Debtor, or any disbursing agent or transfer agent retained by the Reorganized Debtors
pursuant to Section 6.6(b) of this Plan, will distribute any Cash to the Holder of an Allowed Class 3 Claim if the amount of Cash to be distributed on account of such Claim is less than $25. Any Holder of an Allowed Claim on account of which the
amount of Cash to be distributed is less than $25 will have its Claim for such distribution discharged and will be forever barred from asserting any such claim against the Reorganized Debtors, any New Subsidiary, or their respective property. Any
Cash not distributed pursuant to this Section 6.23 will be the property of Reorganized G&L Inc., free of any restrictions thereon, and any such Cash held by any disbursing agent or transfer agent retained by the Reorganized Debtors pursuant to
Section 6.6(b) of this Plan will be returned to Reorganized G&L Inc.



6.24. Withholding and Reporting Requirements.In connection with the Plan and all instruments issued in connection therewith and distributed thereon, the Debtors, the Reorganized Debtors, any disbursing agent
or transfer agent retained by the Reorganized Debtors pursuant to Section 6.6(b) of this Plan, the Agent, the DIP Agent, and the Senior Subordinated Notes Indenture Trustee, as the case may be, shall comply with all applicable withholding and
reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions under the Plan shall be subject to any such withholding or reporting requirements.



6.25. Non-Debtor Intercompany Claims. All Non-Debtor Intercompany
Claims shall be reviewed by the Debtors and adjusted, continued, or discharged, as the Debtors determine as appropriate, taking into account, among other things, the distribution of consideration under the Plan and the economic condition of the
Reorganized Debtors and their non-Debtors subsidiaries and Affiliates.



6.26. Direction to Parties. From and after the Effective Date, the Reorganized Debtors and/or the New Subsidiaries (if any) may apply to the Bankruptcy Court for an order directing any necessary party to execute or deliver or to join
in the execution or delivery of any instrument



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required to effect a transfer of property dealt with by the Plan (including, but not limited to, pursuant to any Restructuring Transaction), and to perform
any other act, including the satisfaction of any Lien, that is necessary for the consummation of the Plan, pursuant to Bankruptcy Code § 1142(b).



6.27. Setoffs. The Debtors shall, pursuant to Bankruptcy Code § 553, set off against any Allowed Claim and the distributions to be made
pursuant to the Plan on account of such Claim, all claims, rights, and causes of action of any nature that the Debtors may hold against the Holder of such Allowed Claim that are not otherwise waived, released, or compromised in accordance with the
Plan; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such claims, rights, and causes of action that any of the Debtors may
possess against such Holder; provided, further, however, that the Debtors shall not enforce rights of setoff (if any) against the Holders of Class 2A Claims.



6.28. Preservation of Rights of Action. Except as otherwise specified in the Plan, in accordance with Bankruptcy Code § 1123(b), as of the
Effective Date, the Reorganized Debtors shall retain the Bankruptcy Claims and shall have the power, subject to any releases and/or waivers contained in the Plan or the Final DIP Order, (i) to institute and present in the name of the Debtors, or
otherwise, all proceedings that they may deem proper in order to collect, assert, or enforce any claim (including, but not limited to, any and all Bankruptcy Claims), right, or title of any kind in or to any of the Debtors Assets or to avoid
any purported Lien, and (ii) to defend and compromise any and all actions, suits, or proceedings in respect of such Assets.



6.29. Settlement of Bankruptcy Claims. At any time after the Confirmation Date and before the Effective Date, notwithstanding anything in the Plan
to the contrary, the Debtors may settle some or all of the Bankruptcy Claims with the approval of the Bankruptcy Court pursuant to Bankruptcy Rule 9019.



6.30. Termination of Claims of Contractual Subordination of Holders of Senior Subordinated Notes Claims. Provided that (i) the Bankruptcy Court
shall have entered the Confirmation Order (approving, among other things, the provisions set forth in Plan Article IX and Plan Section 13.9) and (ii) the Effective Date shall have occurred and the Plan shall have been substantially consummated (as
defined in § 1101(2) of the Bankruptcy Code), all rights, actions, or causes of action between or among the Holders of Senior Indebtedness (as such term is defined in the Senior Subordinated Notes Indenture) and Holders of Senior
Subordinated Notes Claims relating in any manner whatsoever to Claims against the Debtors based upon any claimed right to contractual (including, but not limited to, pursuant to Section 12.01 of the Senior Subordinated Notes Indenture) or other
subordination shall be satisfied, terminated, void, and of no further force and effect as of the Effective Date, so that notwithstanding any such rights, actions, or causes of action, each Holder of Senior Subordinated Notes Claims shall have the
rights and benefits of the distributions provided in this Plan to such Holder.



6.31. Change of Control Provisions. Notwithstanding anything contained herein or in the Senior Subordinated Notes Indenture to the contrary, the transactions to be consummated in accordance with the
Plan shall not create, or be deemed to create, any (a) right on the part of a Senior Subordinated Noteholder to require that G&L Inc. or Reorganized G&L Inc. repurchase



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such Holders Senior Subordinated Notes or (b) any other claim in connection therewith, upon a Change of Control, as such term is defined
and discussed in Section 4.14 of the Senior Subordinated Notes Indenture or in any Executory Contract being assumed pursuant to this Plan.



6.32.Special Provisions Regarding the Treatment of Allowed Secondary Liability Claims.The classification and treatment of Allowed Claims under
the Plan take into consideration all Allowed Secondary Liability Claims. On the Effective Date, Allowed Secondary Liability Claims (except for Claims arising under the Senior Credit Facility) will be treated as follows:



(a) The Allowed Secondary Liability Claims arising from or
related to any Debtors joint or several liability for the obligations under any (a) Allowed Claim that is being Reinstated under the Plan or (b) Executory Contract that is being assumed or deemed assumed by another Debtor or Reorganized Debtor
or under any Executory Contract that is being assumed by and assigned to another Debtor or Reorganized Debtor or any other entity will be Reinstated.



(b) Holders of all other Allowed Secondary Liability Claims will be entitled to only one distribution from the Debtors, which distribution
shall be deemed to have been made by the Debtor that is primarily liable for the underlying Allowed Claim, which distribution will be as provided in the Plan in respect of such underlying Allowed Claim, and which Allowed Claim will be deemed
satisfied in full by the distributions on account of the related underlying Allowed Claim. No multiple recovery on account of any Allowed Secondary Liability Claim (including, but not limited to, on account of any Claim based on any of the
Guarantees or any guaranty related to an Executory Contract) will be provided or permitted.



6.33. Plan Supplement. The Plan Supplement has been filed with the Bankruptcy Court in the time established by the order of the Bankruptcy Court approving the Disclosure Statement. Documents included in the
Plan Supplement include the respective forms of the Amended and Restated Certificates of Incorporation, the Amended and Restated Bylaws, the Amended and Restated Limited Liability Company Operating Agreements, the Amended and Restated Certificates
of Formation, and the Registration Rights Agreement; the list of Executory Contracts to be assumed under the Plan and the proposed respective cure amounts due thereunder (if any); the list of the Executory Contracts to be rejected under the Plan;
and a summary of the principal terms of the Management Incentive Program, among certain other Plan Documents. The Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours.
Holders of Claims and Interests may obtain a copy of the Plan Supplement upon written request to the Debtors or through the Bankruptcy Courts website, www.nysb.uscourts.gov. Hereinafter, the Debtors may, from time to time, amend, modify, or
supplement the documents contained in the Plan Supplement, or may file additional supplement(s) containing forms and/or summaries of other Plan Documents not included in the Plan Supplement filed on January 15, 2004.



6.34. Consent or Acceptance by the Lender Steering Committee. In
connection with any and all provisions of this Plan calling for the consent or acceptance of the Lender Steering Committee, such consent or acceptance (as applicable), as manifested by a majority of the members thereof actually voting on the
particular issue at hand, shall not unreasonably be withheld by the Lender Steering Committee or its members.



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6.35. Implementation of the Barclays Settlement Agreement. Under the Barclays Settlement
Agreement, Barclays will transfer $4,950,000 in face amount of their Allowed Class 2A Claims for the benefit of the Holders of Allowed Class 3 Claims and Allowed Class 4 Claims for distribution in accordance with this Plan Section 6.35. The proceeds
of the Barclays Settlement Agreement shall be distributed as follows: (x) each Holder of an Allowed Class 3 Claim as of the Distribution Record Date shall receive (i) such Holders Pro Rata share of Cash in the amount of approximately $158,000,
representing the prorated share of the proceeds under the Barclays Settlement Agreement attributable to the Holders of the Class 3 Claims, and (ii) such Holders Pro Rata share of Cash in the amount of approximately $71,000, representing the
prorated share of the Enhanced Recovery (the amounts set forth in clauses (i) and (ii) of this Plan Section 6.35 are collectively referred to herein as the Designated Trade Cash Amount); and (y) each Holder of an Allowed Class 4
Claim as of the Distribution Record Date shall receive such Holders Pro Rata share of the proceeds of the Barclays Settlement Agreement, less any proceeds distributed to the Holders of the Allowed Class 3 Claims in accordance with clause
(x)(ii) of this Plan Section 6.35; provided, however, that the foregoing distributions shall not constitute a distribution of property of the Estates or an obligation of any of the Debtors or the Reorganized Debtors.



The Reorganized Debtors shall distribute the Designated Trade Cash Amount to
the Holders of Allowed Class 3 Claims in the manner provided by Plan Sections 5.3 and 6.8. With respect to the remaining distribution on account of the Allowed Class 2A Claim being assigned by Barclays pursuant to the Barclays Settlement Agreement
for the benefit of the Holders of Allowed Class 4 Claims in the amount set forth above in Plan Section 6.35(y), the Debtors, the Agent, and the Lender Steering Committee agree to reasonably cooperate with the Creditors Committee and Barclays to
establish a mechanism for the further distribution thereof to the Holders of Allowed Class 4 Claims. However, nothing in this Plan shall require the Debtors, the Agent, or the Lender Steering Committee to undertake any actions in connection with
such distribution that would cause such parties to incur any expense or burden without their express written consent.



ARTICLE VII



EXECUTORY CONTRACTS



7.1. Assumption of Executory Contracts. As of the Confirmation Date, but subject to the occurrence of the Effective Date, all Executory Contracts will be deemed assumed by the applicable Debtors and (except as
otherwise provided in (i) Section 7.2 hereof with respect to any Assigned Executory Contracts that shall be assigned to a New Subsidiary pursuant to a Restructuring Transaction, if any, and (ii) Section 7.8 hereof with respect to insurance policies
that relate to the assets, liabilities, and/or operations that are the subject of any Restructuring Transaction or are otherwise to be assigned to a New Subsidiary pursuant to a Restructuring Transaction, if any), retained by the applicable
Reorganized Debtors in accordance with the provisions and requirements of Bankruptcy Code §§ 365 and 1123, except those Executory Contracts that (i) have been rejected by order of the Bankruptcy Court, (ii) are the subject of a motion to
reject pending on the Confirmation Date, (iii) are identified as to be rejected on the list included in the Plan Supplement, or (iv) are otherwise rejected pursuant to the terms of the Plan. Rejection of the Executory Contracts at issue
in clauses (iii) and (iv) in the immediately



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preceding sentence shall be effective as of the Confirmation Date, subject to the occurrence of the Effective Date. Entry of the Confirmation Order by the
Bankruptcy Court shall constitute approval of such assumptions and rejections pursuant to Bankruptcy Code §§ 365(a) and 1123, subject to the occurrence of the Effective Date. Each Executory Contract assumed pursuant to this Article VII
that is not assigned to a New Subsidiary pursuant to Section 7.2 hereof shall revest in and be fully enforceable by the respective Reorganized Debtor in accordance with its terms, except as may be modified by (i) the provisions of the Plan, (ii) any
order of the Bankruptcy Court approving and authorizing its assumption, or (iii) applicable federal law. The Debtors shall retain the right at all times prior to the Effective Date to reject any additional or other Executory Contract(s) not
identified on the list thereof included in the Plan Supplement as to be rejected. Without limiting the effect of this Plan Section 7.1, the Disclosure Statement and the Plan Supplement each contain a schedule of all known Executory
Contracts anticipated to be assumed under the Plan, subject to the Debtors right to determine subsequently to reject such Executory Contracts; such schedule has been divided into sub-categories, including, but not limited to, (i) insurance
policies, (ii) Compensation and Benefits Programs (as defined below), and (iii) other Executory Contracts.



7.2. Assumption and Assignment of the Assigned Executory Contracts to the New Subsidiaries.On the Effective Date or as soon thereafter as is
practicable, the Reorganized Debtors shall assign all of the Assigned Executory Contracts set forth on the list thereof included in the Plan Supplement, if any, to the applicable New Subsidiaries in connection with the Restructuring Transactions
contemplated in, and authorized by, Section 6.22 hereof. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of any and all such assignments pursuant to Bankruptcy Code §§ 365 and 1123, if any. Each Assigned
Executory Contract assigned pursuant to this Article VII to a New Subsidiary, if any, shall be fully enforceable by such New Subsidiary in accordance with its terms, except as may be modified by (i) the provisions of the Plan, (ii) any order of the
Bankruptcy Court approving and authorizing its assumption and assignment, or (iii) applicable federal law.



7.3. Cure of Defaults of Assumed or Assigned Executory Contracts. Any monetary amounts by which each Executory Contract to be assumed or assigned
to a New Subsidiary (if any, in the case of the Assigned Executory Contracts) pursuant to the Plan is in default shall be satisfied, pursuant to Bankruptcy Code § 365(b)(1) of the Bankruptcy Code, by payment of the default amount (as such
amount has been agreed upon by the Reorganized Debtors, or in the event of a dispute regarding such default amount, as such amount has been determined by an order of the Bankruptcy Court) in Cash by the latest of (i) the Effective Date, (ii) in the
event of a dispute regarding the default amount, within 10 days of the entry of an order of the Bankruptcy Court establishing such default amount, (iii) the date of an order of the Bankruptcy Court approving and authorizing the assumption or
assignment of an Executory Contract not otherwise assumed or assigned pursuant to the terms of the Plan, or (iv) on such other terms as the parties to such Executory Contracts may otherwise agree. Notwithstanding the foregoing, in the event of a
dispute regarding: (1) the amount of any cure payments, (2) the ability of the Reorganized Debtors or any assignee to provide adequate assurance of future performance (within the meaning of Bankruptcy Code § 365) under the contract
or lease to be assumed or assigned, or (3) any other matter pertaining to assumption or assignment (each an Assumption Dispute), the cure payments required by Bankruptcy Code § 365(b)(1) shall be made following the entry of a
Final Order resolving the dispute and approving the assumption or



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assignment; provided, however, that (a) in the event the Bankruptcy Court determines that the actual cure payment owed to a particular
non-Debtor party to an Executory Contract exceeds the proposed cure amount as set forth in the notice provided by the Debtors pursuant to Section 7.4 hereof or (b) the Debtors and the applicable non-Debtor party involved in any Assumption Dispute
cannot otherwise consensually resolve such Assumption Dispute prior to the Effective Date, the Debtors may reject the Executory Contract at issue pursuant to Bankruptcy Code § 365 rather than paying the disputed cure amount, by presenting a
proposed order to the Bankruptcy Court for such rejection. In the event any Executory Contract is so rejected, the non-Debtor party thereto shall be entitled to file a Proof of Claim pursuant to Section 7.5 of this Plan, which Claim shall be
classified pursuant to Section 7.6 hereof, but shall not be entitled to any other or further Claim or relief from any of the Debtors, the Reorganized Debtors, or any New Subsidiary.



7.4. Notice of Proposed Cure Amount and Objection Deadline. The Debtors have provided notice to the non-Debtor party
to any Executory Contract to be assumed and/or assigned to a New Subsidiary pursuant to any Restructuring Transaction of (i) the proposed default amount owed (if any) under the applicable Executory Contract and (ii) the last date by which such
non-Debtor party may file an objection or other response with respect to such proposed default amount. Any non-Debtor party that fails to object or otherwise respond in a timely manner to such notice of proposed default amount owed shall be deemed
to have consented to such proposed amount and/or to the assignment of the Executory Contract to the applicable New Subsidiary in the case of an Assigned Executory Contract (if any).



7.5. Rejection Claims. Each Person who is a party to an Executory Contract rejected pursuant to this Article VII
shall be entitled to file, not later than 30 days after such rejection (or as otherwise provided by an order of the Bankruptcy Court), a Proof of Claim for alleged Rejection Claims. If no such Proof of Claim for Rejection Claims is timely filed, any
such Claim shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Debtors, any New Subsidiary, or their respective Estates or assets. Objections to any such Proof of Claim shall be filed not later than 120 days
after such Proof of Claim is filed (or as otherwise provided by an order of the Bankruptcy Court), and the Bankruptcy Court shall decide any such objections. Payment of such Claims (consistent with the distributions to be received by Holders of
other Claims in the Class into which such Claims fall, as determined by Section 7.6 hereof) shall be made no earlier than the later of (a) 10 days after the expiration of the 120-day period for filing an objection in respect of any Proof of Claim
filed pursuant to this Section 7.5 and (b) 10 days after the Claim has been allowed by a Final Order, provided that no such payments shall be made before the Effective Date.



7.6. Classification of Rejection Claims. Except as otherwise provided under the Plan, Rejection Claims against any
Debtor shall be treated as Allowed Class 3 Claims to the extent they are Allowed Claims, and shall be satisfied in accordance with the Bankruptcy Code, the Plan, and the Confirmation Order.



7.7. Reinstatement of Allowed Secondary Liability Claims Arising From or
Related to Executory Contracts Assumed by the Debtors. On the Effective Date, in accordance with Section 6.33 hereof, any Allowed Secondary Liability Claim arising from or related to any Debtors joint or several liability for the
obligations under or with respect to: (a)



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any Executory Contract that is being assumed or deemed assumed pursuant to section 365 of the Bankruptcy Code by another Debtor or Reorganized Debtor; (b)
any Executory Contract that is being assumed by and assigned to another Debtor, Reorganized Debtor, or New Subsidiary (if any); or (c) a Reinstated Claim will be Reinstated. Accordingly, such Allowed Secondary Liability Claims will survive and be
unaffected by entry of the Confirmation Order.



7.8.
Insurance Policies. Unless otherwise rejected by the Debtors, all insurance policies of the Debtors providing coverage to the Debtors and/or the Debtors directors, officers, stockholders, agents, employees, representatives, and others
for conduct in connection in any way with the Debtors, their assets, liabilities, and/or operations, to the extent such policies are Executory Contracts, shall be deemed assumed by the applicable Debtors as of the Confirmation Date. Without limiting
the generality of the foregoing, on the Effective Date or as soon thereafter as is practicable, the Reorganized Debtors shall assign all insurance policies relating to the Debtors assets, liabilities, and/or operations that are the subject of
a Restructuring Transaction (if any) to the applicable New Subsidiar(ies). Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions and/or assignments pursuant to Bankruptcy Code §§ 365 and 1123
or otherwise. Each insurance policy assumed pursuant to this Article VII of the Plan that is not also assigned to a New Subsidiary pursuant to this Section 7.8 of the Plan shall revest in, and be fully enforceable by, the respective Reorganized
Debtor in accordance with its terms, except as may be modified by (i) the provisions of the Plan, (ii) any order of the Bankruptcy Court approving and authorizing its assumption, or (iii) applicable federal law. Each insurance policy assigned
pursuant to this Article VII to a New Subsidiary (if any) shall be fully enforceable by such New Subsidiary in accordance with its terms, except as may be modified by (i) the provisions of the Plan, (ii) any order of the Bankruptcy Court approving
and authorizing its assumption and assignment, or (iii) applicable federal law. Whether such insurance policies are Executory Contracts or not, if they have not done so already, on or prior to the Effective Date, the applicable Debtors shall cure
any defaults under such insurance policies. Without limiting the effect of this Plan Section 7.8, the schedule to the Disclosure Statement of all known Executory Contracts referenced in Plan Section 7.1 will include all known insurance policies
anticipated to be assumed.



7.9. Compensation and Benefits
Programs. Except as otherwise expressly provided under this Plan or any exhibit hereto, unless otherwise rejected or lawfully terminated by the Debtors, all employment agreements, all employment and severance policies, and all compensation and
benefit plans, policies, and programs of the Debtors applicable to their Employees, retirees, and non-Employee directors, including, without limitation, all savings plans (including, but not limited to, any profit-sharing plans), pension or
retirement plans (including, but not limited to, any plans qualified under Internal Revenue Code § 401(a)), healthcare plans, disability plans, severance benefit plans, and life, accidental death, and dismemberment insurance plans in effect as
of the Confirmation Date (collectively, the Compensation and Benefits Programs) either shall be (i) treated as Executory Contracts under the Plan and on the Effective Date will be assumed pursuant to the provisions of Bankruptcy
Code §§ 365 and 1123 or (ii) otherwise deemed assumed on the Effective Date. Without limiting the effect of this Plan Section 7.9, the schedule to the Disclosure Statement of all known Executory Contracts referenced in Plan Section 7.1
will include all known Compensation and Benefits Programs anticipated to be assumed.



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On the Effective Date or as soon thereafter as is practicable, any and all New
Subsidiaries shall be named as a participating employer(s) under the applicable Compensation and Benefits Programs, as determined by the Reorganized Debtors. Alternatively, in the event a particular Compensation and Benefits Program does not contain
a participating employer concept, action shall be taken otherwise to effect coverage thereunder of applicable employees of the relevant New Subsidiary, if any, as determined by the Reorganized Debtors. Except as otherwise set forth
herein, any employee of any New Subsidiary so covered under the Compensation and Benefits Programs shall be eligible for the benefits and entitlements thereunder to the same extent as such employee was eligible thereunder prior to the Effective
Date.



7.10. Obligations to Indemnify Directors, Officers,
and Employees, etc.The obligations of each Debtor or Reorganized Debtor to indemnify any person serving as one of its directors, officers, employees, agents, representatives, management, or otherwise on or following the Petition Date by reason
of such persons service on or following the Petition Date in such a capacity or as a director, officer, employee, agent, representative, manager, or otherwise of another corporation, partnership, or other legal entity, to the extent provided
in the applicable certificates of incorporation, by-laws or similar constituent documents, by statutory law or by written agreement, policies, or procedures of or with such Debtor, will be deemed and treated as executory contracts that are assumed
by the applicable Debtor or Reorganized Debtor pursuant to the Plan and section 365 of the Bankruptcy Code or otherwise as of the Effective Date. Accordingly, such indemnification obligations will not be discharged but will instead survive and be
unaffected by entry of the Confirmation Order. Without in any way limiting the generality of the foregoing, the Reorganized Debtors shall maintain for a period of not less than six years from the Effective Date coverage for the individuals covered,
as of the Petition Date, by such policies at levels and on terms no less favorable to such individuals than the terms and levels provided for under the policies assumed pursuant to the Plan.



7.11. Executory Contracts Entered Into After the Petition Date.Executory Contracts entered into after the Petition Date by any Debtor, including any Executory Contracts assumed by any Debtor pursuant to Bankruptcy Code § 365, will be performed by the Debtor or the Reorganized Debtor liable thereunder
in accordance with the terms and subject to the conditions of such Executory Contract(s) in the ordinary course of its business. Accordingly, such Executory Contracts (including any Executory Contracts assumed pursuant to Bankruptcy Code § 365)
will survive and remain unaffected by entry of the Confirmation Order. Without limiting the effect of this Plan Section 7.11, the Disclosure Statement will contain a schedule of all known Executory Contracts entered into after the Petition Date by
any Debtor, including any Executory Contracts assumed by any Debtor pursuant to Bankruptcy Code § 365.



ARTICLE VIII



CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVENESS



8.1. Conditions to Confirmation. Confirmation of the Plan shall not occur unless and until the following conditions have been satisfied or waived, pursuant to Section 8.3, in writing by the Debtors and the Lender Steering Committee:
(a) an order approving the Disclosure Statement as containing adequate information pursuant to Bankruptcy Code § 1125



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shall have been entered and (b) the Confirmation Order shall be reasonably acceptable in form and substance to the Debtors and the Lender Steering Committee
on behalf of the Senior Credit Facility Lenders. However, the Lender Steering Committee shall not be permitted to unreasonably withhold its consent to the form and substance of the Confirmation Order.



8.2. Conditions to Effectiveness. Notwithstanding any other provision
of the Plan or the Confirmation Order, the Effective Date of the Plan shall not occur, and the Plan shall not be binding on any party, unless and until each of the following conditions has been satisfied or waived, subject to Section 8.3, in writing
by the Debtors and the Lender Steering Committee on behalf of the Senior Credit Facility Lenders:



(a) The Confirmation Order (i) shall have been entered on the docket by the Clerk of the Bankruptcy Court in form and substance reasonably
acceptable to the Debtors and the Lender Steering Committee on behalf of the Senior Credit Facility Lenders, (ii) shall not have been reversed, stayed, modified, or amended, and (iii) shall provide that, notwithstanding Bankruptcy Rule 3020(e), the
Confirmation Order shall be immediately effective, subject to the terms and conditions of the Plan;



(b) The Plan Documents and all other documents provided for under, and reasonably necessary to effectuate the (i) terms of and (ii)
actions contemplated under, the Plan shall have been executed and delivered by the parties thereto, unless such execution or delivery has been waived in writing by the parties benefited by such documents, including, but not limited to, the following
documents:



(1) the Amended and Restated
Certificates of Incorporation, the Amended and Restated By-Laws, the Amended and Restated Certificates of Formation, and the Amended and Restated Limited Liability Company Operating Agreements (as applicable);



(2) the Exit Credit Facility, the Exit Credit Facility
Guarantees, and all instruments, certificates, guarantees, agreements, and documents contemplated by Section 6.14 of this Plan; and



(3) the New G&L Inc. Term Notes, the New G&L Inc. Term Notes Guarantees, the New Intercompany Notes, and all instruments,
certificates, guarantees, agreements, and documents contemplated by Sections 6.15 and 6.18 of this Plan;



(c) The Lender Steering Committee shall have consented to each of the following:



(1) the terms and conditions of the Management Incentive
Program;



(2) the composition and compensation
of the Reorganized Debtors respective Boards of Directors and senior management;



(3) the terms and conditions of the Exit Credit Facility; and



(4) the terms and conditions of each Plan Document (including all exhibits thereto);



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(d) The Amended and Restated Certificates of Incorporation and/or the Amended and
Restated Certificates of Formation (as applicable) of the Reorganized Debtors shall have been (as applicable) adopted and/or filed with the applicable authority of each entitys jurisdiction of incorporation in accordance with such
jurisdictions corporate laws (as applicable);



(e) The Management Incentive Program and the Registration Rights Agreement shall have been executed and delivered by the applicable and necessary parties thereto;



(f) The new respective Boards of Directors of those Reorganized Debtors that are corporations shall have
been appointed;



(g) All authorizations,
consents, and regulatory approvals required (if any) in connection with the effectiveness of this Plan shall have been obtained;



(h) The Lender Steering Committee shall be reasonably satisfied that the (i) the issuance of the Warrants and the 100,000 shares of New
G&L Inc. Common Stock to the Holders of Class 4 Claims and (ii) the implementation of the Barclays Settlement Agreement will not require the Reorganized Debtors to become a reporting company under the Securities Exchange Act of 1934, as amended,
or otherwise;



(i) The Barclays Settlement
Agreement (i) shall be (a) in form and substance reasonably acceptable to the Debtors and the Lender Steering Committee and (b) in full force and effect and (ii) shall have been approved by the Bankruptcy Court, and the assignment of Barclays
Allowed Class 2A Claims pursuant to the Barclays Settlement Agreement shall have been completed in accordance with the terms thereof; and



(j) The Effective Date shall occur no later than March 15, 2004.



The Confirmation Order shall be deemed annulled at such time as a condition to the Effective Date that has not been waived
in a writing executed by the Debtors and the Lender Steering Committee on behalf of the Senior Credit Facility Lenders. If the Effective Date does not occur for any reason, then the Plan shall be null and void and, in such event, nothing contained
herein shall be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings (whether or
not such proceedings involve any of the Debtors). If the Confirmation Order is vacated, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any
Claims by or against, or any Interests in, the Debtors; (2) prejudice in any manner the rights of the Debtors; or (3) constitute an admission, acknowledgement, offer or undertaking by the Debtors in any respect.



8.3. Waiver of Conditions. The Debtors and the Lender Steering
Committee on behalf of the Senior Credit Facility Lenders may, but shall have no obligation to, waive any conditions set forth in this Article at any time, without notice, without leave of or order of the Bankruptcy Court, and without any formal
action other than proceeding to consummate the Plan.



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The failure to satisfy or waive any condition may be asserted by the Debtors regardless of the circumstances giving rise
to the failure of such conditions to be satisfied.



8.4.
Lender Steering Committee Approval. For purposes of this Article VIII, any consent that is required to be obtained from the Lender Steering Committee on behalf of the Senior Credit Facility Lenders shall be in writing.



ARTICLE IX



TITLE TO PROPERTY AND RELEASES



9.1. Vesting of Property. Except as otherwise provided in the Plan or
the Confirmation Order, upon the Effective Date, but retroactive to the Confirmation Date, (a) the Reorganized Debtors shall continue to exist as separate corporate entities (except in the case of the Dissolved Entities, which shall continue to
exist as separate corporate entities only until the effective date of the dissolution thereof in accordance with the provisions of applicable Delaware law), with all the powers of corporations and/or limited liability companies (as applicable) under
applicable law and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law, and (b) all property of the respective Estates of the Debtors (including, but not limited to, the
Debtors respective equity interests in any Debtor Subsidiary or any non-Debtor domestic or foreign subsidiary, but not including any assets transferred, or any Assigned Executory Contract assigned, after the Confirmation Date but prior to the
Effective Date to a New Subsidiary pursuant to a Restructuring Transaction, if any, as provided for and authorized herein), wherever situated, shall vest in the applicable Reorganized Debtor, subject to the provisions of the Plan and the
Confirmation Order. Thereafter, each Reorganized Debtor may operate its business, incur debt and other obligations in the ordinary course of its business, and may otherwise use, acquire, and dispose of property free of any restrictions of the
Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. After the Effective Date, but retroactive to the Confirmation Date, all property retained by the Reorganized Debtors pursuant hereto or transferred or assigned to a New Subsidiary
pursuant to a Restructuring Transaction shall be free and clear of all claims, debts, Liens, security interests, encumbrances, and interests of Creditors and Interest Holders of the Debtors and all other Persons, except as contemplated hereby and
except for the obligation to perform according to the Plan and the Confirmation Order, and except for the claims, debts, Liens, security interests, encumbrances, and interests (a) of Holders of Allowed Class 2B Claims preserved or otherwise
Reinstated by the Plan or (b) arising in connection with respect to the Exit Credit Facility and the New G&L Inc. Term Notes. Without in any way limiting the foregoing, and notwithstanding that the Reorganized Debtors will (a) assume the Pension
Funding Agreement as of the Confirmation Date and (b) agree not to reject the Pension Funding Agreement prior to the Effective Date, the PBGC shall not have any Lien on any Assets of the Reorganized Debtors or any New Subsidiary under any terms of
the Pension Funding Agreement.



9.2. Discharge and
Injunction. Pursuant to 11 U.S.C. § 1141(b) or otherwise, except as may otherwise be provided herein or in the Confirmation Order, upon the occurrence of the Effective Date, the rights afforded and the payments and distributions to be
made under this Plan shall be in complete exchange for, and in full and unconditional settlement, satisfaction, discharge, and release of any and all existing debts, Claims, and Interests of any kind, nature, or



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description whatsoever against the Debtors or any of the Debtors Assets and any assets transferred to a New Subsidiary pursuant to any Restructuring
Transaction or other property, and shall effect a full and complete release, discharge, and termination of all Liens, security interests, or other claims, interests, or encumbrances upon all of the Debtors Assets (as well as upon any assets
transferred to a New Subsidiary pursuant to any Restructuring Transaction) and property. No Creditor or Interest Holder of the Debtors nor any other Person may receive any payment from, or seek recourse against, any Assets (including, but not
limited to, any assets transferred to a New Subsidiary pursuant to any Restructuring Transaction) that are to be distributed under the terms of the Plan, except for those distributions expressly provided for under the Plan. All Persons are precluded
from asserting, against any property that is to be distributed under the terms of the Plan (including, but not limited to, any assets transferred to a New Subsidiary pursuant to any Restructuring Transaction), any claims, obligations, rights, causes
of action, liabilities, or equity interests based upon any act, omission, transaction, or other activity of any kind or nature that occurred prior to the Confirmation Date, other than as expressly provided for in the Plan or the Confirmation Order,
whether or not (a) a Proof of Claim based upon such debt is filed or deemed filed under Bankruptcy Code § 501; (b) a Claim based upon such debt is allowed under Bankruptcy Code § 502; or (c) the Holder of a Claim based upon such debt has
accepted the Plan. Except as otherwise provided in the Plan or the Confirmation Order, all Holders of Claims and Interests arising prior to the Effective Date shall be permanently barred and enjoined from asserting against the Debtors, the
Reorganized Debtors, any of the New Subsidiaries, their successors, or the Assets or any assets transferred to a New Subsidiary pursuant to any Restructuring Transaction, any of the following actions on account of such Claim or Interest: (a)
commencing or continuing in any manner any action or other proceeding on account of such Claim or Interest against property to be distributed under the terms of the Plan, other than to enforce any right to distribution with respect to such property
under the Plan; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against any of the property to be distributed under the terms of the Plan or transferred to a New Subsidiary pursuant to any
Restructuring Transaction, other than as permitted under sub-paragraph (a) above; (c) creating, perfecting, or enforcing any Lien or encumbrance against any property to be distributed under the terms of the Plan or transferred to a New Subsidiary
pursuant to any Restructuring Transaction; (d) asserting any right of setoff, subrogation, or recoupment of any kind, directly or indirectly, against any obligation due the Debtors, the Reorganized Debtors, or any New Subsidiary, the Assets (as well
as any assets transferred to a New Subsidiary pursuant to any Restructuring Transaction) or any other property of the Debtors, the Reorganized Debtors, or any New Subsidiary, or any direct or indirect transferee of any property of, or successor in
interest to, any of the foregoing Persons; and (e) acting or proceeding in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of the Plan. Notwithstanding anything to the contrary in this Plan Section 9.2,
the discharge granted to the Debtors hereunder shall not discharge any liability arising under any fiduciary obligation under ERISA or any controlled group liabilities under Title IV of ERISA.



9.3. No Waiver of Discharge. Except as otherwise specifically provided
herein, nothing in this Plan shall be deemed to waive, limit, or restrict in any way the discharge granted to the Debtors upon Confirmation of the Plan by Bankruptcy Code § 1141.



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9.4. Post-Consummation Effect of Evidences of Claims or Interests. Except as otherwise expressly
set forth in this Plan, any and all notes, stock certificates, and/or other evidences of Claims against, or Interests in, any of the Debtors shall, effective upon the Effective Date, represent only the right to participate in the distributions
contemplated by the Plan, if any, and shall otherwise be cancelled and of no force and effect as of the Effective Date.



9.5. Term of Injunctions or Stays.Unless otherwise provided, all injunctions or stays provided for in these Cases pursuant to Bankruptcy Code
§ 105, § 362, or otherwise, and in effect on the Confirmation Date, shall remain in full force and effect until the Effective Date.



9.6. Releases.



(a) In consideration for, among other things, the obligations under the Plan and the Plan Documents, and except as otherwise provided
herein, as of the Confirmation Date, but subject to the occurrence of the Effective Date, none of: (i) the Debtors, the Reorganized Debtors, or any New Subsidiary and these parties respective successors and assigns; (ii) the Agent, the DIP
Agent, the Senior Credit Facility Lenders, and the DIP Facility Lenders; (iii) the members of the Creditors Committee; (iv) the respective present or former directors, officers, employees, predecessors, successors, members, agents, principals,
representatives, stockholders, attorneys, advisors, financial advisors, accountants, underwriters, appraisers, investment bankers, and other professionals of any Person referred to in clauses (i), (ii), or (iii) of this Section 9.6(a) (in each
instance acting in such capacity and not in any other capacity); and (v) any Person claimed to be liable derivatively through any Person referred to in clauses (i), (ii), (iii), or (iv) of this Section 9.6(a) (all such Persons referred to in clauses
(i) through (v) (inclusive) of this Section 9.6(a) are referred to herein collectively as theReleased Parties), shall have or incur any liability to (A) each holder of a Claim that votes in favor of the Plan or (B)
to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each Person that has held, holds, or may hold a Claim or Interest or at any time was a creditor or Interest Holder
of any of the Debtors and that does not vote on the Plan or votes against the Plan (all such Persons referred to in clauses (A) and (B) of this Section 9.6(a) are referred to herein collectively as theReleasing
Parties) for any claim, obligation, right, cause of action, or liability (including, but not limited to, any claims arising out of, or relating to, any alleged fiduciary or other duty; any alleged violation of any federal securities
law or any other law relating to creditors rights generally; any of the Released Parties ownership of any securities of any of the Debtors; or the potential avoidance of preferences or fraudulent conveyances or any derivative claims)
whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act or omission, transaction, or occurrence from the beginning
of time through and including the Effective Date in any way relating to the Debtors, these Cases, or the Plan; and all claims based upon or arising out of such actions or omissions shall be forever waived and released (other than the right to
enforce the Debtors or the Reorganized Debtors obligations under (a) the Plan, (b) any settlement agreement (including any related postpetition agreements) approved by the Bankruptcy Court in these Cases, (c) the Assumed Contracts, or
(d) the Plan Documents to be delivered under the Plan); provided, however, that such waiver and release will be in addition to the discharge of Claims and termination of Interests provided in this Plan and under the Confirmation Order and the
Bankruptcy Code.



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(b)No release or waiver provided under this Section 9.6 shall affect the liability
(a) of any non-Debtor Person (i) that otherwise would result from any action or omission to the extent that such action or omission is determined in a Final Order to have constituted willful misconduct, gross negligence, fraud, misuse of
confidential information that causes damages, or ultra vires acts or (ii) that arises under (A) the Internal Revenue Code, or any state, city, or municipal tax code, (B) the environmental laws of the United States, any state, city, or municipality,
(C) the criminal laws of the United States, any state, city, or municipality, or (D) any customs regulations of the United States; or (b) of any Person to the extent of any recoveries for a prepetition claim against a Released Party that may be
obtained against a third-party insurer (but, for the avoidance of doubt, any claim to which an insurer may be subrogated shall remain subject to this waiver or release). In addition, no waiver or release provided under this Section 9.6 shall be (i)
construed as, or operate as a release of, or limitation on any objections to Claims, (ii) construed as, or operate as a release of, claims against attorneys in derogation of the Code of Professional Responsibilities, (iii) construed as, or operate
as a release of, claims relating to any fiduciary obligation under ERISA or any controlled group liabilities under Title IV of ERISA, or (iv) construed as, or operate as (1) a release or discharge of any Claims held by the SEC against any non-Debtor
Persons, or (2) enjoining or restraining the SEC from instituting or enforcing any such Claims against any non-Debtor Persons (subject to any and all defenses thereto).



(c)Except as otherwise provided in this Plan, all Persons shall be forever precluded from asserting any
claims released pursuant to this Section 9.6 against any of the Released Parties, or any of their respective assets; and to the extent that any Person receives monetary damages from any Released Party on account of any claim released pursuant to
this Section 9.6, such Persons hereby assign all of their respective right, title, and interest in and to such recovery to the Released Parties against whom such money is recovered.



9.7. Release by the Debtors. On the Effective Date, pursuant to Bankruptcy Rule 9019 or otherwise, the Debtors,
the Reorganized Debtors, and any Person seeking to exercise the rights of the Debtors estates, including, without limitation, any successor to the Debtors or any estate representative appointed or selected pursuant to Bankruptcy Code §
1123(b), on their own behalf, and on behalf of all the Debtors respective Interest Holders and Creditors derivatively, hereby completely and forever release, waive, and discharge the Released Parties from any and all claims, obligations,
suits, judgments, damages, demands, debts, rights, causes of action, and liabilities (including any Bankruptcy Claims), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then
existing or thereafter arising in law, equity, or otherwise, that are based in whole or in part on any act, omission, transaction, or other occurrence taking place on or prior to the Effective Date in any way relating to a Debtor, these Cases, or
the Plan that such entity has, had, or may have based upon any act or omission related to past service with, for, or on behalf of the Debtors or their Affiliates through and including the Effective Date, including, but not limited to, with respect
to any actions to be contemplated by this Plan or not taken in connection herewith. The immediately preceding sentence shall not, however, apply to (i) any indebtedness of any Person to any of the Debtors for money borrowed by such Person or any
other contractual obligation of any Person to any of the Debtors, (ii) any liability that otherwise would result from any action or omission to the extent that such action or omission is determined in a Final Order to have constituted willful
misconduct, gross negligence, fraud, misuse of confidential information that



52



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causes damages, or ultra vires acts, or (iii) any setoff or counterclaim that the Debtors may have or assert against any Person, provided that the
aggregate amount thereof shall not exceed the aggregate amount of any Claims held or asserted by such Person against the Debtors. Holders of Claims and Interests against any of the Debtors shall be enjoined from commencing or continuing any action,
employment of process, or act to collect, offset, or recover any such claim that could be brought on behalf of or in the name of the Debtors. In addition, nothing in this Section 9.7 shall be construed as, or operate as a release of (a) claims
against attorneys in derogation of the Code of Professional Responsibilities or (b) claims relating to any fiduciary obligation under ERISA or any controlled group liabilities under Title IV of ERISA.



9.8. Injunction Related to Releases. The Confirmation Order will
permanently enjoin the commencement or prosecution by any entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities released pursuant to the
Plan.



9.9. Preservation of Insurance.
Notwithstanding anything provided herein to the contrary, the Plan shall not be deemed in any way to diminish or impair the enforceability of any insurance policies that may cover claims against any of the Debtors or any other Person.



ARTICLE X



MODIFICATION AND RESERVATION OF RIGHTS IN THE

EVENT OF NONACCEPTANCE OF THE PLAN



The Debtors hereby reserve the right to request that the Bankruptcy Court confirm the Plan over the objection of any impaired Class or Interest in accordance with the applicable provisions of Bankruptcy Code §
1129(b). In the event that any impaired Class or Classes of Allowed Claims shall not accept the Plan, upon the written request of the Debtors filed with the Bankruptcy Court, the Plan shall be modified, revised, and amended to provide such treatment
as set forth in such request, to assure that the Plan does not discriminate unfairly, and is fair and equitable, with respect to the Classes rejecting the Plan, and, in particular, to provide the treatment necessary to meet the requirements of
Bankruptcy Code § 1129(a) and (b) with respect to (i) the rejecting Classes and (ii) any other Classes adversely affected by the modifications caused by this Article. In particular, the treatment of any rejecting Classes or adversely affected
Classes shall be modified and amended from that set forth in Article V, even if less favorable, to the minimum treatment necessary to meet the requirements of Bankruptcy Code § 1129(a) and (b). These modifications may include, but shall not be
limited to, cancellation of all amounts otherwise payable under the Plan to the rejecting Classes and to any junior Classes affected thereby (even if such Classes previously accepted the Plan) consistent with Bankruptcy Code § 1129(b)(2)(B)(ii)
and (C)(ii).



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ARTICLE XI



SUBSTANTIVE CONSOLIDATION OF THE DEBTORS



The Debtors reserve the right to seek the entry of an order of the Bankruptcy Court providing for the substantive consolidation of some or all of the
Debtors for the purpose of implementing the Plan, including for purposes of voting, confirmation, and distributions to be made under the Plan, subject to the right of any party in interest to object to such relief.



ARTICLE XII



RETENTION OF JURISDICTION



12.1. Claims and Actions. Following the Effective Date, the Bankruptcy
Court shall retain such jurisdiction over these Cases as is legally permissible, including, without limitation, such jurisdiction as is necessary to ensure that the intents and purposes of the Plan are carried out. The Bankruptcy Court shall also
expressly retain jurisdiction: (a) to hear and determine all Claims against any of the Debtors; and (b) to enforce all causes of action that may exist on behalf of any of the Debtors, including, but not limited to, all Bankruptcy Claims.



12.2. Retention of Additional Jurisdiction. Following the Effective
Date, the Bankruptcy Court shall also retain jurisdiction for the purpose of classification of Claims and Interests, the re-examination of Claims that have been allowed, and the dispositions of such objections as may be filed to any Claims,
including Bankruptcy Code § 502(c) proceedings for estimation of Claims. The Bankruptcy Court shall further retain jurisdiction for the following additional purposes:



(a) to decide all questions and disputes regarding title to the respective Assets of the Debtors, all causes
of action, controversies, disputes, or conflicts, whether or not subject to any pending action as of the Effective Date, between any of the Debtors and any other party, including, without limitation, any right to recover assets pursuant to the
provisions of the Bankruptcy Code;



(b) to
modify the Plan after the Effective Date in accordance with the terms of the Plan and pursuant to the Bankruptcy Code and the Bankruptcy Rules;



(c) to enforce and interpret the terms and conditions of the Plan;



(d) to enter such orders, including, but not limited to, such future injunctions as are necessary to enforce
the respective title, rights, and powers of the Debtors, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Bankruptcy Court may deem necessary;



(e) to enter an order closing these Cases;



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(f) to correct any defect, cure any omission, or reconcile any inconsistency in the Plan
or the Confirmation Order as may be necessary to implement the intents and purposes of the Plan;



(g) to decide any and all objections to the allowance of Claims or purported Liens;



(h) to determine any and all applications for allowances of
compensation and reimbursement of expenses and the reasonableness of any fees and expenses authorized to be paid or reimbursed under the Bankruptcy Code or the Plan;



(i) to determine any applications or motions pending on the Effective Date for the rejection, assumption, or
assignment of any Executory Contract and to hear and determine, and, if need be, to liquidate any and all Claims and/or disputes arising therefrom;



(j) to determine any and all applications, adversary proceedings, and contested matters that may be pending on the Effective Date;



(k) to consider any modification of the Plan,
whether or not the Plan has been substantially consummated, and to remedy any defect or omission or to reconcile any inconsistency in any order of the Bankruptcy Court, to the extent authorized by the Plan or the Bankruptcy Court;



(l) to determine all controversies, suits, and disputes that
may arise in connection with the interpretation, enforcement, or consummation of the Plan or any Plan Document;



(m) to consider and act on the compromise and settlement of any Claim against or cause of action by or against any of the Debtors arising
under or in connection with the Plan;



(n) to
issue such orders in aid of execution of the Plan as may be authorized by Bankruptcy Code § 1142; and



(o) to determine such other matters or proceedings as may be provided for under Title 28 or any other title of the United States Code, the
Bankruptcy Code, the Bankruptcy Rules, other applicable law, the Plan, or in any order or orders of the Bankruptcy Court, including, but not limited to, the Confirmation Order or any order that may arise in connection with the Plan or the
Confirmation Order.



12.3. Failure of Bankruptcy Court to
Exercise Jurisdiction. If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising out of these Cases, including the matters set forth in this Article, this
Article shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.



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ARTICLE XIII



MISCELLANEOUS PROVISIONS



13.1. Governing Law. Except to the extent the Bankruptcy Code or Bankruptcy Rules are applicable, and subject to the provisions of the Plan
Documents and any other contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.



13.2. Revocation or Withdrawal of the Plan. The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the
Debtors so revoke or withdraw the Plan, then the Plan shall be null and void and, in such event, nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, the Debtors or any other
Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving any of the Debtors.



13.3. Successors and Assigns. The rights, benefits, and obligations of any Person named or referred to in the Plan shall be binding upon, and shall
inure to the benefit of, the heirs, executors, administrators, successors, or assigns of such Person.



13.4. Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rules 9006(a) shall apply, and, among
other things, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is not a Business Day or, when the act to be done
is the filing of a paper in court, a day on which weather or other conditions have made the clerks office inaccessible, in which event the period runs until the end of the next day which is not one of the aforementioned days. When the period
of time prescribed or allowed is less than eight calendar days, intermediate days that are not Business Days shall be excluded in the computation.



13.5. Modification of the Plan. The Debtors reserve the right to alter, amend, or modify the Plan prior to or after the entry of the Confirmation
Order. After the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as the case may be, upon order of the Bankruptcy Court, may amend or modify the Plan in accordance with Bankruptcy Code § 1127.



13.6. No Penalty or Late Charges. Except as expressly stated in the
Plan, or allowed by a Final Order of the Bankruptcy Court, no penalty or late charge is to be allowed on any Claim subsequent to the Petition Date.



13.7. Professional Fees. No Professional Fees shall be paid with respect to any Claim or Interest except as specified herein or as allowed by an
order of the Bankruptcy Court. All final applications for Professional Fees for services rendered in connection with these Cases prior to the Confirmation Date shall be filed with the Bankruptcy Court not later than ninety (90) days after the
Effective Date. Without limiting the foregoing, each Reorganized Debtor may pay



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the charges that it incurs on or after the Confirmation Date for Professional Fees, disbursements, expenses, or related support services (including fees
relating to the preparation of Professional Fee applications) without application to the Bankruptcy Court.



13.8. Amounts of Claims. All references to Claims and amounts of Claims refer to the amount of the Claim allowed by Final Order of the Bankruptcy
Court or by the Plan; provided, however, that Claims that have been objected to and that have not been allowed or disallowed prior to the day set for return of ballots shall be voted and counted at the amount as estimated by the Bankruptcy Court.
The Debtors and other interested parties reserve the right, both before and after Confirmation, to object to Claims so as to have the Bankruptcy Court determine or estimate the Allowed amount of such Claim under the Plan.



13.9. Exculpation. The Debtors, the Reorganized Debtors, the New
Subsidiaries, each of the members of the Creditors Committee, the Creditors Committee Representative, the Senior Credit Facility Lenders, the DIP Facility Lenders, the Agent, the Lender Steering Committee, the DIP Agent, the Released Parties, and
these parties respective members, principals, stockholders, affiliates, partners, officers, directors, employees, representatives, professionals, and agents (including any attorneys, financial advisors, investment bankers, and other
professionals retained by such persons) shall have no liability to any Person (other than any liability that otherwise would result from any action or omission to the extent that such action or omission is determined in a Final Order to have
constituted willful misconduct, gross negligence, fraud, misuse of confidential information that causes damages, or ultra vires acts) for any act taken or not taken or any omission in connection with, or arising out of these Cases (and the
commencement thereof); the Disclosure Statement, the Plan, the Exit Credit Facility, the Plan Documents, or the formulation, negotiation, preparation, dissemination, implementation, or administration, of any of the foregoing documents; the
solicitation of votes for the pursuit of confirmation of this Plan; the confirmation and/or consummation of this Plan; the Plan Documents; any Restructuring Transaction; any contract, instrument, release, or other agreement or document created or
entered into in connection with the Plan; or any other pre-or post-Petition act taken or omitted to be taken in connection with, or in contemplation of, any of the restructuring or other transactions contemplated herein and therein, or the
administration of this Plan or the property to be distributed or otherwise transferred under this Plan; and, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under this Plan, and
shall be fully protected in acting or refraining from acting in accordance with such advice.



13.10. Deletion of Certain Classes. Any Class of Claims that is not occupied as of the date of the commencement of the Confirmation Hearing by an Allowed Claim or a Claim temporarily allowed under Rule 3018 of
the Bankruptcy Rules shall be deemed deleted from the Plan for all purposes.



13.11. Bankruptcy Code § 1145 and Other Exemptions. Pursuant to Bankruptcy Code § 1145(a)(1), the issuance of any securities under the Plan, including, without limitation, the New G&L Inc. Common
Stock, the New G&L Inc. Term Notes, the Warrants (to the extent that the Warrants are issued pursuant to the terms of the Plan), the New Intercompany Notes, and/or any other notes issued in connection with the Exit Credit Facility or otherwise
under the Plan, to the extent any of the foregoing constitute securities under applicable law, shall be exempt from the registration requirements of the Securities Act of 1933, as amended, and any



57



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state or local laws requiring registration for the offer or sale of securities. All such securities, when issued or sold, shall be freely transferable by the
recipients thereof, subject to: (i) the provisions of Bankruptcy Code § 1145(b) relating to underwriters, as defined therein, (ii) any restrictions contained in the terms of the securities themselves; and (iii) any restrictions on
the securities that have been agreed to by the Holder of the securities with respect thereto. Any securities to be issued under the Plan shall be issued without further act or action under applicable law, regulation, order, or rule. To the maximum
extent permitted by law, pursuant to Section 4(2) of the Securities Act of 1933, Regulation D of the Securities Act of 1933, Rule 701 promulgated under the Securities Act of 1933, or otherwise, the issuance of any common stock of Reorganized G&L
Inc. in the future in connection with (1) the New Restricted Stock or (2) the exercise of (a) any of the options to be granted pursuant to the Management Incentive Program or (b) any of the Warrants (to the extent that the Warrants are issued
pursuant to the terms of the Plan) shall be exempt from the registration requirements of the Securities Act of 1933, as amended, and any state or local laws requiring registration for the sale of securities.



13.12. Bankruptcy Code § 1146 Exemption. Pursuant to Bankruptcy
Code § 1146(c), the issuance, transfer, or exchange of any security under the Plan; the making or delivery of any instrument of transfer pursuant to, in implementation of, or as contemplated by the Plan; and the revesting, transfer, assignment,
or sale of any real or personal property of any of the Debtors pursuant to, in implementation of, or as contemplated by the Plan (including, but not limited to, any assets transferred to a New Subsidiary pursuant to a Restructuring Transaction)
shall not be taxed under any state or local law imposing a stamp tax, transfer tax, or similar tax or fee.



13.13. Applicability of Bankruptcy Code § 1125. The protection afforded by Bankruptcy Code § 1125(e) with regard to the solicitation of
acceptances or rejections of the Plan and with regard to the offer, issuance, sale, or purchase of the New G&L Inc. Common Stock, the Warrants (to the extent that the Warrants are issued pursuant to the terms of the Plan), the New G&L Inc.
Term Notes, the New Intercompany Notes, and/or any other notes issued in connection with the Exit Credit Facility or otherwise under the Plan, or any other security, shall apply to the fullest extent provided by law, and the entry of the
Confirmation Order shall constitute the determination by the Bankruptcy Court that the Debtors, the Agent, the Creditors Committee, the Senior Credit Facility Lenders, the Senior Subordinated Notes Indenture Trustee, and each of their respective
officers, directors, partners, employees, members, agents, attorneys, accountants, financial advisors, investment bankers, dealer-managers, placement agents, and other professionals, shall have acted in good faith and in compliance with the
applicable provisions of the Bankruptcy Code pursuant to Bankruptcy Code § 1125(e), and therefore, are not liable on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing solicitation
of acceptance or rejection of a plan or the offer, issuance, sale, or purchase of securities.



13.14. Rules of Interpretation. For purposes of the Plan: (i) whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) any reference in the Plan to a contract,
instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such from or substantially on such terms and conditions; (iii) any
reference in the Plan to an



58



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existing document or exhibit filed, or to be filed, shall mean such document or exhibit, as it may have been or may be amended, modified, or supplemented in
accordance with its terms; (iv) unless otherwise specified, all references in the Plan to Sections, Articles, and Exhibits are references to Sections, Articles, and Exhibits of or to the Plan; (v) the words herein and hereto
refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the
interpretation of the Plan; and (vii) the rules of construction set forth in Bankruptcy Code § 102 shall apply.



13.15. Severability. Except as to terms which, if unenforceable, would frustrate the overall purposes of this Plan, should any provision in the
Plan be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any or all other provisions of the Plan.



13.16. Implementation. The Debtors, the Reorganized Debtors, the Agent, the Lender Steering Committee, the New Agent,
the DIP Agent, the Senior Subordinated Notes Indenture Trustee, the Lender Steering Committee, the Creditors Committee Representative, and the Exit Credit Facility Lenders, shall take all steps, and execute all documents, including appropriate
releases and certificates, reasonably necessary or appropriate to effectuate the provisions contained in this Plan.



13.17. Inconsistency. In the event of any inconsistency between the Plan and the Disclosure Statement, the provisions of the Plan shall govern, and
in the event of any inconsistency between the Plan and any Plan Document, the provisions of such Plan Document shall govern.



13.18. Service of Documents. Any pleading, notice or other document required by the Plan to be served on or delivered to the following parties
shall be sent by first class U.S. mail, postage prepaid to:



The Debtors and the Reorganized Debtors:



Galey
& Lord, Inc.

980 Avenue of the Americas, 4thFloor

New York, New York 10018

Attn: Mr. Arthur C. Wiener



and



Galey & Lord, Inc.

7736 McCloud Road

1 Triad Center

Suite 300

Greensboro, North Carolina 27404

Attn: Mr. Leonard F. Ferro



59



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with copies to:



Dechert LLP

30 Rockefeller Plaza

New York, New York 10112

Attn: Joel H. Levitin, Esq.



The Creditors Committee and the Creditors Committee Representative:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10019

Attn: Michael
Sage, Esq.

Gerald Bender, Esq.



The Agent and the Senior Credit Facility Lenders:



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York
10017

Attn: Peter Pantaleo, Esq.

Elisha D. Graff, Esq.



 and 



The DIP Agent and the DIP Facility Lenders:



Morgan Lewis & Bockius, LLP

101 Park
Avenue

New York, New York 10178

Attn: Richard Toder, Esq.

Wendy S. Walker, Esq.

Ron Baskin, Esq.



13.19. Compromise of Controversies. Pursuant to Bankruptcy Rule 9019, and in consideration for the classification,
distribution, and other benefits provided under the Plan, the provisions of this Plan shall constitute a good faith compromise and settlement of all Claims or controversies resolved pursuant to the Plan. The entry of the Confirmation Order shall
constitute the Bankruptcy Courts approval of each of the foregoing compromises or settlements, and all other compromises and settlements provided for in the Plan, and the Bankruptcy Courts findings shall constitute its determination that
such compromises and settlements are in the best interests of the Debtors, the Reorganized Debtors, the Estates, and any Person holding Claims against any of the Debtors.



13.20. No Admissions. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed
as an admission by an Person with respect to any matter set forth herein.



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13.21. Filing of Additional Documents. On or before the Effective Date, the Debtors may file with
the Bankruptcy Court such agreements and other documents as may be necessary and appropriate to effectuate and further evidence the terms and conditions of the Plan.



13.22. Dissolution of any Committee Appointed. On the Effective Date, any Committee that has been appointed in these
Cases (including the Creditors Committee) shall be deemed dissolved and the members of any such Committee(s) shall be released and discharged from all rights and duties arising from or related to these Cases. Unless otherwise agreed by the
Reorganized Debtors, the professionals retained by any such Committee(s) and the members thereof shall not be entitled to compensation or reimbursement of expenses for any services rendered after the Effective Date, except for services rendered and
expenses incurred in connection with any applications for allowance of compensation and reimbursement of expenses incurred as of the Effective Date and approved by the Bankruptcy Court.



13.23. Further Actions. The Debtors, the Reorganized Debtors, and any and all New Subsidiaries shall be authorized to
execute, deliver, file, or record such documents, contracts, instruments, certificates, releases, and other agreements and to take such other action as may be reasonably necessary or appropriate to effectuate and further evidence the terms and
conditions of the Plan, any Plan Document, any Restructuring Transaction(s), the transactions contemplated herein and therein, the Management Incentive Program, the Registration Rights Agreement, and the Exit Credit Facility, or any notes or
guarantee issued in connection herewith or therewith.



|                        |  |  |  |                                                                           |  |     |  |                                                                                    
|----------------------- |  |  |  | ------------------------------------------------------------------------- |  | --- |  | -----------------------------------------------------------------------------------
|Dated: February 2, 2004 |  |  |  | GALEY & LORD, INC., Debtor and
Debtor-in-Possession                      
|                        |  |  |  |                                                                          
|                        |  |  |  |                                                                           |  | By: |  | /s/ Leonard F. Ferro                                                               
|                        |  |  |  |                                                                           |  |     |  |                                                                                    
|                        |  |  |  |                                                                           |  |     |  | Leonard F. Ferro Vice President, Treasurer, Secretary, and Chief Accounting Officer
|                        |  |  |  | G&L SERVICE COMPANY, NORTH AMERICA, INC., Debtor and Debtor-in-Possession
|                        |  |  |  |                                                                          
|                        |  |  |  |                                                                           |  | By: |  | /s/ Leonard F. Ferro                                                               
|                        |  |  |  |                                                                           |  |     |  |                                                                                    
|                        |  |  |  |                                                                           |  |     |  | Leonard F. Ferro Vice President, Treasurer, and Secretary                          
|                        |  |  |  | GALEY & LORD INDUSTRIES, INC., Debtor and Debtor-in-Possession           
|                        |  |  |  |                                                                          
|                        |  |  |  |                                                                           |  | By: |  | /s/ Leonard F. Ferro                                                               
|                        |  |  |  |                                                                           |  |     |  |                                                                                    
|                        |  |  |  |                                                                           |  |     |  | Leonard F. Ferro Vice President, Treasurer, Secretary, and Chief Accounting Officer



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| |  |  |  |                                                                        |  |     |  |                                                          
| |  |  |  | ---------------------------------------------------------------------- |  | --- |  | ---------------------------------------------------------
| |  |  |  | GALEY & LORD PROPERTIES, INC.,  Debtor and Debtor-in-Possession       
| |  |  |  |                                                                       
| |  |  |  |                                                                        |  | By: |  | /s/ Anthony J. Forman                                    
| |  |  |  |                                                                        |  |     |  |                                                          
| |  |  |  |                                                                        |  |     |  | Anthony J. Forman Vice President and Treasurer           
| |  |  |  | SWIFT DENIM
PROPERTIES, INC., Debtor and Debtor-in-Possession         
| |  |  |  |                                                                       
| |  |  |  |                                                                        |  | By: |  | /s/ Anthony J. Forman                                    
| |  |  |  |                                                                        |  |     |  |                                                          
| |  |  |  |                                                                        |  |     |  | Anthony J. Forman Vice President and Treasurer           
| |  |  |  | SWIFT DENIM
SERVICES, INC., Debtor and Debtor-in-Possession           
| |  |  |  |                                                                       
| |  |  |  |                                                                        |  | By: |  | /s/ Leonard F. Ferro                                     
| |  |  |  |                                                                        |  |     |  |                                                          
| |  |  |  |                                                                        |  |     |  | Leonard F. Ferro Vice President, Treasurer, and Secretary
| |  |  |  | SWIFT TEXTILES,
INC., Debtor and Debtor-in-Possession                 
| |  |  |  |                                                                       
| |  |  |  |                                                                        |  | By: |  | /s/ Leonard F. Ferro                                     
| |  |  |  |                                                                        |  |     |  |                                                          
| |  |  |  |                                                                        |  |     |  | Leonard F. Ferro Vice President, Treasurer, and Secretary
| |  |  |  | GREENSBORO TEXTILE
ADMINISTRATION LLC, Debtor and Debtor-in-Possession
| |  |  |  |                                                                       
| |  |  |  |                                                                        |  | By: |  | /s/ Leonard F. Ferro                                     
| |  |  |  |                                                                        |  |     |  |                                                          
| |  |  |  |                                                                        |  |     |  | Leonard F. Ferro Manager                                 



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| |  |  |  |                                                             |  |     |  |                         
| |  |  |  | ----------------------------------------------------------- |  | --- |  | ------------------------
| |  |  |  | BRIGHTON WEAVING LLC,  Debtor and Debtor-in-Possession     
| |  |  |  |                                                            
| |  |  |  |                                                             |  | By: |  | /s/ Leonard F. Ferro    
| |  |  |  |                                                             |  |     |  |                         
| |  |  |  |                                                             |  |     |  | Leonard F. Ferro Manager
| |  |  |  | FLINT SPINNING
LLC, Debtor and Debtor-in-Possession        
| |  |  |  |                                                            
| |  |  |  |                                                             |  | By: |  | /s/ Leonard F. Ferro    
| |  |  |  |                                                             |  |     |  |                         
| |  |  |  |                                                             |  |     |  | Leonard F. Ferro Manager
| |  |  |  | SOCIETY HILL
FINISHING LLC, Debtor and Debtor-in-Possession
| |  |  |  |                                                            
| |  |  |  |                                                             |  | By: |  | /s/ Leonard F. Ferro    
| |  |  |  |                                                             |  |     |  |                         
| |  |  |  |                                                             |  |     |  | Leonard F. Ferro Manager
| |  |  |  | MCDOWELL WEAVING
LLC, Debtor and Debtor-in-Possession      
| |  |  |  |                                                            
| |  |  |  |                                                             |  | By: |  | /s/ Leonard F. Ferro    
| |  |  |  |                                                             |  |     |  |                         
| |  |  |  |                                                             |  |     |  | Leonard F. Ferro Manager



| |  |  |  |                                                                                                                                                             |  |  |  | 
| |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
| |  |  |  | Submitted By:                                                                                                                                              
| |  |  |  | Joel H. Levitin, Esq. Stephen J. Gordon, Esq. Henry P. Baer, Esq. David C. McGrail, Esq. DECHERT LLP 30 Rockefeller Plaza New York, NY 10112 (212) 698-3500
| |  |  |  | Attorneys for the Debtors and
Debtors-in-Possession                                                                                                        



63