Unassociated Document


    
      

    

    Exhibit
10.1

     

    UNITED
STATES BANKRUPTCY COURT

    DISTRICT
OF DELAWARE

    


    
      
        
          
            
              
                	
                        In
      re

                      	 
      	 
      
	
                         

                      	 
      	
                        Chapter
      11 Case No.

                      
	
                        CHARYS
      HOLDING COMPANY, INC., and

                      	 
      	 
      
	
                        CROCHET
      & BOREL SERVICES, INC.,

                      	 
      	
                        08-10289
      (BLS)

                      
	
                         

                      	 
      	 
      
	
                        Debtors.

                      	 
      	
                        (Jointly
      Administered)

                      
	 	 	 


              

            

          

        

      

    

    


    


    ORDER
CONFIRMING FIRST AMENDED JOINT PLAN

    OF
REORGANIZATION OF DEBTORS AND CERTAIN NONDEBTOR AFFILIATES

    UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE, DATED DECEMBER 8, 2008

    


    Charys Holding Company, Inc. (“Charys Holding”) and
its affiliated debtor, Crochet & Borel Services, Inc. (“C&B”), as debtors
and debtors in possession (collectively the “Debtors”) in the
above-referenced chapter 11 cases, having proposed and filed the Debtors’ First
Amended Joint Plan of Reorganization of Debtors and Certain Nondebtor Affiliates
Under Chapter 11 of the Bankruptcy Code, dated December 8, 2008 (the “Plan”); and the
Amended Disclosure Statement for Debtors’ First Amended Joint Plan of
Reorganization of Debtors and Certain Nondebtor Affiliates Under Chapter 11 of
the Bankruptcy Code, dated January 8, 2009 (the “Disclosure
Statement”) having been approved by this Court and duly transmitted to
holders of Claims1
against the Debtors’ estates in compliance with this Court’s Order, dated
January 8, 2009 (the “Disclosure Statement
Order”):  (i) approving the notice of Disclosure Statement
hearing; (ii) approving the Disclosure Statement; (iii) fixing record dates;
(iv) approving the notice and objection procedures in respect of confirmation of
the Plan; (v) approving forms of ballots and establishment of procedures for
voting on the Plan; and (vi) approving the forms of notices to non-voting
Classes under the Plan; and upon the Certification of Michael J. Paque With
Respect to the Tabulation of Votes on the First Amended Joint Plan of
Reorganization of Debtors and Certain Nondebtor Affiliates Under Chapter 11 of
the Bankruptcy Code, dated February 23, 2009 [Docket No. 657] describing the
methodology for the tabulation and results of voting with respect to the Plan
(the “Paque Tabulation
Certification”); and a hearing having been held before this Court on
February 25, 2009 to consider confirmation of the Plan (the “Confirmation
Hearing”); and due notice of the Confirmation Hearing having been
provided to holders of Claims against and Equity Interests in the Debtors and
other parties in interest, in compliance with the Disclosure Statement Order,
the Bankruptcy Code, and the Bankruptcy Rules, as established by the following
affidavits of service, mailing, and publication filed with the Bankruptcy
Court:  (i) the Affidavit of Service, dated February 23, 2009, of
Michael Paque, a Senior Managing Consultant at Kurtzman Carson Consultants, LLC
(“KCC”) [Docket
No. 651] (the “Paque
Affidavit” and, together with the Paque Tabulation Certification, the
“Paque
Filings”) and (ii) the Affidavit of Publication of Alice Weber in The New York Times (National
Edition), dated February 23, 2009 [Docket No. 658] (the “Publication
Affidavit”), and such notice being sufficient under the circumstances and
no further notice being required; and the Plan Supplement having been filed and
such filing and notice thereof being sufficient under the circumstances and no
further notice being required; and based upon and after full consideration of
the entire record of the Confirmation Hearing, including (A) the Plan, the Plan
Supplement, the Disclosure Statement, and the Disclosure Statement Order, (B)
the Affidavit of Stephen Spitzer of AlixPartners, LLC in Support of Confirmation
of First Amended Joint Plan of Reorganization of Debtors and Certain Nondebtor
Affiliates Under Chapter 11 of the Bankruptcy Code, dated February 23, 2009 (the
“Spitzer
Affidavit”), (C) the Paque Filings and the Publication Affidavit, (D) the
objections to confirmation of the Plan (collectively, the “Objections”),
including (i) Objection by Troy D. Crochet to Confirmation of the First Amended
Joint Plan of Reorganization of Debtors and Certain Nondebtor Affiliates Under
Chapter 11 of the Bankruptcy Code, dated February 5, 2009; (ii) Objection to
Confirmation of the First Amended Joint Plan of Reorganization, filed by
Benjamin Franklin Holcomb, dated February 10, 2009; and (iii) the Supplemental
Objection by Troy D. Crochet to Confirmation of the First Amended Joint Plan of
Reorganization of Debtors and Certain Nondebtor Affiliates Under Chapter 11 of
the Bankruptcy Code, dated February 20, 2009, and (E) the Debtors’ Reply to
Objection by Troy D. Crochet to Confirmation of the First Amended Joint Plan of
Reorganization of Debtors and Certain Nondebtor Affiliates under Chapter 11 of
the Bankruptcy Code, dated February 20, 2009 (the “Reply”); and the
Court being familiar with the Plan and other relevant factors affecting the
Debtors’ chapter 11 cases; and the Court being fully familiar with, and having
taken judicial notice of, the entire record of the Debtors’ chapter 11 cases;
and upon the arguments of counsel and the evidence proffered and adduced at the
Confirmation Hearing; and after due deliberation and sufficient cause appearing
therefor;

    

      
        

      

    

    
      1 Unless
otherwise defined herein, capitalized terms shall have the meanings ascribed to
such terms in the Plan.

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    IT IS
HEREBY FOUND, DETERMINED, ORDERED, ADJUDGED, AND DECREED, AS
FOLLOWS:

    


    FINDINGS OF
FACT

    


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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    B.    
       Jurisdiction.  The
Court has jurisdiction over the Debtors’ chapter 11 cases and confirmation of
the Plan pursuant to 28 U.S.C. § 1334.  Confirmation of the Plan is a
core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (L), and (O) and the Court
has jurisdiction to enter a final order with respect thereto.  The
Debtors are eligible debtors under section 109 of the Bankruptcy
Code.  Venue is proper before the Court pursuant to 28 U.S.C.
§§ 1408 and 1409.

    


    C.
           Commencement and Joint
Administration of the Debtors’ Chapter 11 Cases.  On the
Commencement Date, each of the above-captioned Debtors commenced a case under
chapter 11 of the Bankruptcy Code.  By prior order of the Court, the
Debtors’ chapter 11 cases have been consolidated for procedural purposes only
and are being jointly administered pursuant to Bankruptcy Rule
1015.  The Debtors have operated their businesses and managed their
properties as debtors in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.  No trustee or examiner has been appointed in these
chapter 11 cases.

    


    D.     
      Official Committee of
Unsecured Creditors.  On February 27, 2008, the Office of the
United States Trustee for the District of Delaware (the “U.S. Trustee”)
appointed a committee of unsecured creditors (the “Creditors’
Committee”).

    


    E.      
      Judicial
Notice.  The Court takes judicial notice of the docket of the
Debtors’ chapter 11 cases maintained by the Clerk of the Court, including,
without limitation, all pleadings and other documents filed, all orders entered,
and all evidence and arguments made, proffered, or adduced at the various
hearings held before the Court during the pendency of the Debtors’ chapter 11
cases.

    


    F.      
      Solicitation and
Notice.  On January 8, 2009, the Court entered the Disclosure
Statement Order, which, among other things, approved the Disclosure Statement,
finding that it contained “adequate information” within the meaning of section
1125 of the Bankruptcy Code, and established procedures for the Debtors’
solicitation and tabulation of votes on the Plan.  The (i) Disclosure
Statement, (ii) Disclosure Statement Order, (iii) letter of support from the
Creditors’ Committee, (iv) notice of (a) approval of Disclosure Statement; (b)
establishment of record dates; (c) Confirmation Hearing and procedures for
objecting to confirmation of the Plan; and (v) procedures and deadline for
voting on the Plan (the “Confirmation Hearing
Notice”), (vi) Ballots and Master Ballots (as defined in the Disclosure
Statement Order), and (vii) notices of non-voting status (collectively, the
“Solicitation
Materials”) were served in compliance with the Bankruptcy Code, the
Bankruptcy Rules, and the Disclosure Statement Order.  As described in
the Disclosure Statement Order and as evidenced by the Paque Filings and
Publication Affidavit, (i) the service of the Solicitation Materials was
adequate and sufficient under the circumstances of these chapter 11 cases and
(ii) adequate and sufficient notice of the Confirmation Hearing and other
requirements, deadlines, hearings, and matters described in the Disclosure
Statement Order was timely provided in compliance with the Bankruptcy Code, the
Bankruptcy Rules, and provided due process and an opportunity to appear and to
be heard to all parties in interest.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    G.          
 Voting.  Votes
on the Plan were solicited after disclosure of “adequate information” as defined
in section 1125 of the Bankruptcy Code.  As evidenced by the Paque
Tabulation Affidavit, votes to accept the Plan have been solicited and tabulated
fairly, in good faith and in a manner consistent with the Disclosure Statement
Order, the Bankruptcy Code, and the Bankruptcy Rules.

     

    H.            Burden of
Proof.  The Debtors have met their burden of proving the
elements of section 1129 of the Bankruptcy Code by a preponderance of the
evidence, which is the applicable standard.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    I.             Plan
Supplement.  On February 11, 2009, the Debtors filed the Plan
Supplement, which includes the following documents:  (i) List of Names
and Biographical Information of the Directors of New Holdco; (ii) Form of New
Secured Note Indenture; (iii) List of Executory Contracts to be Assumed; (iv)
Form of New Employment Agreements; (v) Form of Settlement Agreements; (vi) Form
of New Certificate of Incorporation for New Holdco; (vii) Form of New Bylaws for
New Holdco; (viii) Form of Charys Holding Company, Inc. Liquidating Trust
Agreement; (ix) Form of Crochet & Borel Services, Inc. Liquidating Trust
Agreement; (x) List of Indemnified Individuals Pursuant to Section 8.6 of the
Plan.  On February 13, 2009, the Debtors filed a revised Exhibit 1 to
the Plan Supplement, which amended the List of Names and Biographical
Information of the Directors of New Holdco.  On February 23, 2009, the
Debtors filed a supplement to the Plan Supplement, which included the Form of
Funding Arrangement Agreement between each of the Liquidating Trusts and New
Holdco; and at the Confirmation Hearing the Debtors presented a revised version
of the Form of Funding Arrangement Agreement to be part of the Plan
Supplement.  All such materials comply with the terms of the Plan, and
the filing and notice of such documents is good and proper in accordance with
the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement Order
and no other or further notice is or shall be required.

    


    COMPLIANCE WITH SECTION 1129
OF THE BANKRUPTCY CODE

    


    J.   
         Plan Compliance with the
Bankruptcy Code (11 U.S.C. § 1129(a)(1)).  The Plan
complies with the applicable provisions of the Bankruptcy Code, thereby
satisfying section 1129(a)(1) of the Bankruptcy Code.

    


    K.       
    Proper Classification (11
U.S.C. §§ 1122 and 1123(a)(1)).  In addition to
Administrative Expense Claims, professional compensation and reimbursement
Claims, Indenture Trustee Fees, and Priority Tax Claims, which need not be
classified, Article III of the Plan designates eighteen Classes of Claims and
Equity Interests against the appropriate Debtor.  The Claims and
Equity Interests included in each Class are substantially similar to other
Claims and Equity Interests, as the case may be, in each such
Class.  Valid business, legal, and factual reasons exist for
separately classifying the various Claims and Equity Interests under the Plan,
and such Classes do not unfairly discriminate between holders of Claims and
Equity Interests.  The Plan therefore satisfies sections 1122 and
1123(a)(1) of the Bankruptcy Code.


    
      
         


      

      
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              i.

            	
              Specified Unimpaired
      Classes (11 U.S.C. § 1123(a)(2)).  Article III of
      the Plan specifies that Charys Holding Classes 1, 2, 3 and 4 and C&B
      Classes 1 and 2 are unimpaired under the Plan, thereby complying with
      section 1123(a)(2) of the Bankruptcy
Code.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Specified Treatment of
      Impaired Classes (11 U.S.C. § 1123(a)(3)).  Article
      III of the Plan designates Charys Holding Classes 5, 6, 7, 8, 9, 10, and
      11 and C&B Classes 3, 4A, 4B, 5 and 6 as impaired, and Sections 4.5,
      4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.14, 4.15, 4.16, 4.17 and 4.18 of the
      Plan specify the treatment of Claims and Equity Interests in such Classes,
      thereby complying with section 1123(a)(3) of the Bankruptcy
      Code.

            


    

    


    
      	
               
      

            	
              iii.

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

            


    

    


    
      	
               
      

            	
              iv.

            	
              Implementation of the
      Plan (11 U.S.C. § 1123(a)(5)).  As required by
      section 1123(a)(5), Article V of the Plan provides for adequate means for
      implementation of the Plan.  Specifically, the Plan and the
      various documents and agreements set forth in the Plan Supplement provide
      adequate and proper means for the implementation of the Plan, including,
      the establishment of the Liquidating Trusts and the issuance of the New
      Equity Interests and New Secured
Notes.

            


    

    


    
      	
               
      

            	
              v.

            	
              Non-Voting Equity
      Securities/Allocation of Voting Power (11 U.S.C.
      § 1123(a)(6)).  Section 9.3 of the Plan provides
      that the New Organizational Documents for New Holdco shall, to the extent
      applicable, prohibit the issuance of nonvoting equity securities, thereby
      complying with section 1123(a)(6) of the Bankruptcy
  Code.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              vi.

            	
              Designation of
      Directors and Officers (11 U.S.C.
      § 1123(a)(7)).  Sections 9.4 and 9.5 of the Plan
      contain provisions with respect to the manner of selection of directors
      and officers of the New Holdco that are consistent with the interests of
      creditors, equity security holders, and public policy, and the Plan and
      Plan Supplement identify the individuals proposed to serve as directors of
      New Holdco; and the officers of New Holdco who will serve as of the
      Effective Date will be comprised of certain current officers of Charys
      Holding as disclosed at the Confirmation Hearing, thereby satisfying
      section 1123(a)(7) of the Bankruptcy Code.  Section 5.2 and 5.3
      of the Plan provide for the designation of the Trustees for the
      Liquidating Trusts by the applicable Debtor with the consent of the
      Creditors’ Committee.

            


    

    


    
      	
               
      

            	
              vii.

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

            


    

    


    
      	
               
      

            	
              viii.

            	
              Impairment/Unimpairment
      of Classes of Claims and Equity Interests (§
      1123(b)(1)).  Pursuant to Article III of the Plan, (a)
      Charys Holding Class 5 (Cotton Seller Note Claims), Charys Holding Class 6
      (CTSI / MSAI Settler Note Claims and Mirror Note Claims), Charys Holding
      Class 7 (8.75% Senior Convertible Note Claims) Charys Holding Class 8
      (General Unsecured Claims Against Charys Holding), Charys Holding Class 9
      (Subordinated Debt Claims), Charys Holding Class 10 (Charys Holding
      Securities Claims), Charys Holding Class 11 (Charys Holding Equity
      Interests), C&B Class 3 (Other Secured Claims Against C&B),
      C&B Class 4A (General Unsecured Claims Against C&B), C&B Class
      4B (C&B 8.75% Senior Convertible Note Claims), C&B Class 5
      (C&B Securities Claims), and C&B Class 6 (C&B Equity
      Interests) Claims and Equity Interests are impaired; and (b) Charys
      Holding Class 1 (Other Priority Claims Against Charys Holding), Charys
      Holding Class 2 (Secured Tax Claims Against Charys Holding), Charys
      Holding Class 3 (Secured Working Capital Facility Claims Against Charys
      Holding), Charys Holding Class 4 (Other Secured Claims Against Charys
      Holding), C&B Class 1 (Other Priority Claims Against C&B), and
      C&B Class 2 (Secured Tax Claims Against C&B) Claims are
      unimpaired, as contemplated by section 1123(b)(1) of the Bankruptcy
      Code.

            


    

    


    
      	
               
      

            	
              ix.

            	
              Assumption and
      Rejection of Executory Contracts (11 U.S.C. §
      1123(b)(2)).  Section 8.1 of the Plan provides for the
      rejection of the executory contracts and unexpired leases of the Debtors
      as of the Effective Date, except for any executory contract or unexpired
      lease (a) that has been assumed pursuant to an order of the Bankruptcy
      Court served prior to the Confirmation Date, (b) as to which a motion for
      approval of the assumption of such executory contract or unexpired lease
      has been filed and served prior to the Confirmation Date, or (c) that is
      specifically designated as a contract or lease to be assumed on Schedule
      8.1 to the Plan as contemplated by section 1123(b)(2) of the Bankruptcy
      Code.

            


    


    
      
         


      

      
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              x.

            	
              Cure of Defaults (11
      U.S.C. § 1123(d)).  Section 8.4 of the Plan provides for
      the satisfaction of default claims associated with each executory contract
      and unexpired lease to be assumed pursuant to the Plan in accordance with
      section 365(b)(1) of the Bankruptcy Code.  All cure amounts will
      be determined in accordance with the underlying agreements and applicable
      bankruptcy and nonbankruptcy law.  Thus, the Plan complies with
      section 1123(d) of the Bankruptcy
Code

            


    

    


    
      	
               
      

            	
              xi.

            	
              Bankruptcy Rule
      3016(a).  The Plan is dated and identifies the
      proponents, thereby satisfying Bankruptcy Rule
  3016(a).

            


    

    


    L.            Debtors Compliance with the
Bankruptcy Code (11 U.S.C. § 1129(a)(2)).  Each Debtor has
complied with the applicable provisions of the Bankruptcy
Code.  Specifically:

    


    
      	
               
      

            	
              i.

            	
              Each
      Debtor is a proper debtor under section 109 of the Bankruptcy
      Code,

            


    

    


    
      	
               
      

            	
              ii.

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

            


    

    


    
      	
               
      

            	
              iii.

            	
              Each
      Debtor has complied with the applicable provisions of the Bankruptcy Code,
      the Bankruptcy Rules, the Local Bankruptcy Rules, and the Disclosure
      Statement Order in transmitting the Solicitation Materials and in
      tabulating the votes with respect to the Plan, thereby complying with
      section 1125 with respect to the Disclosure Statement and the
      Plan.

            


    

    


    M.           Plan Proposed in Good Faith
(11 U.S.C. § 1129 (a)(3)).  The Plan is based upon
extensive, arms’-length negotiations between and among the Debtors, the
Creditors’ Committee, and other parties in interest, and represents the
culmination of months of intensive negotiations and discussions among all
parties.  The Plan is supported by the Creditors’ Committee and
certain other major creditors (including the holders of the Cotton Seller Note
Claims and the CTSI/MSAI Seller Note Claims) and was overwhelmingly accepted by
creditors (other than Mr. Crochet) as set forth in the Paque Tabulation
Certification.  The Plan restructures the debt obligations of the
Debtors and provides the means through which the Charys Holding enterprise can
continue to operate as a viable entity.  Thus, the Plan was proposed
with the legitimate and honest purpose of maximizing the value of the Debtors’
estates and to effectuate a successful reorganization for Charys
Holding.  Further, the release, exculpation and indemnification
provisions embodied in the Plan are fair and equitable, and a component of the
consensual agreement reached among the Debtors and the various creditor
constituencies and are consistent with sections 1123 and 1129 of the Bankruptcy
Code.


    
      
         


      

      
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    N.           Payment for Services or Cost
and Expenses (11 U.S.C. § 1129(a)(4)).  All payments made
or to be made by any of the Debtors for services or for costs and expenses in
connection with these chapter 11 cases, or in connection with the Plan and
incident to these chapter 11 cases, have been approved by, or are subject to the
approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) of
the Bankruptcy Code.

    


    O.           Directors, Officers, and
Insiders (11 U.S.C. § 1129(a)(5)).  The Debtors have
complied with section 1129(a)(5) of the Bankruptcy Code.  The
identities of those persons who will serve on the Effective Date of the Plan as
directors of New Holdco have been disclosed in the Plan
Supplement.  The identity of the officers of New Holdco who will serve
on the Effective Date were disclosed at the Confirmation Hearing and are
comprised of certain current officers of Charys Holdings.  Following
the Effective Date, the Board of Directors of New Holdco will determine what
changes, if any, will be made to the composition of the officers of New Holdco
and their compensation.  The members of the Board of Directors will
serve in accordance with the New Organizational Documents as the same may be
amended from time to time.  The appointment, or continuation in
office, of such individuals is consistent with the interests of creditors and
with public policy.


    
      
         


      

      
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    P.       
    No Rate Changes (11 U.S.C.
§ 1129(a)(6)).  No rates are being changed that require
approval of a governmental regulatory commission, and accordingly, this section
is inapplicable to the Plan.

    


    Q.       
    Best Interest of Creditors
(11 U.S.C. § 1129(a)(7)).  The “best interests” test is
applicable only those (i) holders of Claims that voted to reject the Plan in
Charys Holding Class 7 (8.75% Senior Convertible Note Claims Against Charys
Holding), Charys Holding Class 8 (General Unsecured Claims Against Charys
Holding), and C&B Class 3 (Other Secured Claims Against C&B), and
(ii) holders of Claims and Equity Interests in Charys Holding Class 9
(Subordinated Debt Claims), Charys Holding Class 10 (Charys Holding Securities
Claims), Charys Holding Class 11 (Charys Holding Equity Interests), C&B
Class 4B (C&B 8.75% Senior Convertible Note Claims), C&B Class 5
(C&B Securities Claims), and C&B Class 6 (C&B Equity Interests)
under the Plan, which will not receive or retain any property under the Plan,
and therefore, are deemed to have rejected the Plan.  As demonstrated
by the Spitzer Affidavit and the liquidation analysis contained in the
Disclosure Statement, which employed commonly accepted methodologies and
reasonable assumptions, each holder of an impaired Claim against or Equity
Interest in the Debtors either has accepted the Plan or will receive or retain
under the Plan, on account of such Claim or Equity Interest, property of a
value, as of the Effective Date, that is not less than the amount that such
holder would receive or retain if the applicable Debtor were liquidated under
chapter 7 of the Bankruptcy Code on such date.  Accordingly, the Plan
satisfies section 1129(a)(7) of the Bankruptcy Code.


    
      
         


      

      
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    R.    
       Acceptance by Certain
Classes (11 U.S.C. § 1129(a)(8)).  Charys Holding Classes
1, 2, 3 and 4, and C&B Classes 1 and 2 are Classes of unimpaired Claims each
of which is conclusively presumed to have accepted the Plan in accordance with
section 1126(f) of the Bankruptcy Code.  Charys Holding Classes 5, 6,
7 and 8, and C&B Class 4A, which are the impaired Classes of Claims against
the Debtors entitled to vote on the Plan, have voted to accept the Plan, in
accordance with section 1126(b) and (c) of the Bankruptcy
Code.  C&B Class 3, which is other Secured Claims against C&B
is impaired by the Plan and has voted to reject the Plan, and Charys Holding
Classes 9, 10 and 11, and C&B Classes 4B, 5, and 6, which are Claims
against, and Equity Interests in, the applicable Debtors, are impaired by the
Plan and are not entitled to receive or retain any property under the Plan, and
therefore, are deemed to have rejected the Plan pursuant to section 1126(g) of
the Bankruptcy Code.  Although section 1129(a)(8) of the Bankruptcy
Code is not satisfied with respect to the rejection of C&B Class 3, and
deemed rejection of Charys Holding Classes 9, 10, and 11, and C&B Classes
4B, 5, and 6, the Plan may nevertheless be confirmed because the Plan satisfies
section 1129(b) of the Bankruptcy Code with respect to the rejecting
Classes.

    


    S.        
   Treatment of Administrative
Expense Claims, Priority Tax Claims, Secured Tax Claims, and Other Priority
Claims (11 U.S.C. § 1129(a)(9)).  The treatment of
Administrative Expense Claims and Priority Tax Claims pursuant to Article II of
the Plan satisfies the requirements of sections 1129(a)(9)(A) and (C) of the
Bankruptcy Code.  The treatment of Other Priority Claims Against
Charys Holding, Other Priority Claims Against C&B, Secured Tax Claims
Against Charys Holding, and Secured Tax Claims Against C&B pursuant to
Section 4.1, 4.2, 4.12, and 4.13 of the Plan satisfies the requirements of
sections 1129(a)(9)(B) and (D) of the Bankruptcy Code, as
applicable.


    
      
         


      

      
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    T.       
    Acceptance by Impaired
Classes (11 U.S.C. § 1129(a)(10)).  Charys Holding Classes
5, 6, 7 and 8, and C&B Class 4A, each of which is impaired under the Plan
and entitled to vote, voted to accept the Plan by the requisite majorities,
determined without including any acceptance of the Plan by any insider, thereby
satisfying the requirements of section 1129(a)(10) of the Bankruptcy
Code.

    


    U.    
       Feasibility (11 U.S.C.
§ 1129 (a)(11)).  The information in the Disclosure
Statement and the evidence proffered or adduced at the Confirmation Hearing and
in the Spitzer Affidavit:  (i) is persuasive and credible; (ii) has
not been controverted by other evidence; and (iii) establishes that the
Plan is feasible, there is a reasonable likelihood that New Holdco will meet its
financial obligations under the Plan in the ordinary course of business, and
confirmation of the Plan is not likely to be followed by the liquidation or need
for further financial reorganization of New Holdco, thereby satisfying the
requirements of section 1129(a)(11) of the Bankruptcy Code.

    


    V.      
     Payment of Fees (11 U.S.C.
§ 1129(a)(12)).  As required pursuant to Section 13.9 of
the Plan, all fees payable under section 1930 of title 28 of the United States
Code have been or will be paid on the Effective Date, and will continue to be
paid thereafter as required, thereby satisfying the requirements of section
1129(a)(12) of the Bankruptcy Code.

    


    W.           Continuation of Retiree
Benefits (11 U.S.C. § 1129(a)(13)).  In the ordinary
course of their business, the Debtors did not have obligations with respect to
retiree benefits.  Accordingly, section 1129(a)(13) of the Bankruptcy
Code is inapplicable in the Chapter 11 Cases.


    
      
         


      

      
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    X.           No Unfair Discrimination;
Fair and Equitable (11 U.S.C. § 1129(b)).  The Debtors
have requested that the Court confirm the Plan notwithstanding C&B Class 3
(Other Secured Claims Against C&B) voted to reject the Plan, and Charys
Holding Class 9 (Subordinated Debt Claims), Charys Holding Class 10 (Charys
Holding Securities Claims), Charys Holding Class 11 (Charys Holding Equity
Interests), C&B Class 4B (C&B 8.75% Senior Convertible Note Claims),
C&B Class 5 (C&B Securities Claims), and C&B Class 6 (C&B Equity
Interests) (collectively, the “Rejecting Classes”)
were deemed to reject the Plan.  The Debtors have satisfied the
requirements of sections 1129(b)(1) and (b)(2) of the Bankruptcy Code with
respect to the Rejecting Classes.  Based on the evidence proffered,
adduced, and/or presented at the Confirmation Hearing, the Plan does not
discriminate unfairly and is fair and equitable with respect to the Rejecting
Classes, as required by sections 1129(b)(1) and (b)(2) of the Bankruptcy Code,
The Plan does not “unfairly discriminate” because each Rejecting Class is of a
different legal nature and priority, and no Class of Claims or Equity Interests
of similar legal rights is receiving different treatment under the
Plan.  The Plan is fair and equitable as to the Rejecting Classes
because (i) Charys Holding Class 11 (Equity Interests) and C&B Class 6
(Equity Interests) meet the requirements of section 1129(b)(2)(C) of the
Bankruptcy Code because no junior interest is receiving or retaining a
distribution under the Plan, (ii) Charys Holding Class 9 (Subordinated Debt
Claims) meets the requirements of section 1129(b)(2)(B) because section 510 of
the Bankruptcy Code provides that subordination agreements are enforceable in
bankruptcy cases, senior Classes entitled to the benefit of the subordination
are not being paid in full and no Classes junior to Charys Holding Class 9 are
receiving any distribution under the Plan, (iii) Charys Holding Class 10
(Securities Claims) and C&B Class 5 (Securities Claims) meet the
requirements of section 1129(b)(2)(B) because such Claims are subordinated to
the same priority as equity pursuant to section 510 of the Bankruptcy Code and
no junior Classes are receiving or retaining any distribution under the Plan,
and (iv) as to C&B Class 3, any collateral securing the claim will be sold
by the C&B Liquidating Trust with the secured claimant to receive the
proceeds thereof in accordance with the priority of its security interest in
such collateral or the claimant will receive the indubitable equivalent of its
secured claim, thereby satisfying section 1129(b)(2)(A).  In addition,
by accepting the Plan, the Noteholders in Charys Holding Class 7 have agreed to
waive any distribution against C&B as provided in C&B Class
4B.  Based on the foregoing the requirements of section 1129(b) of the
Bankruptcy Code are met with respect to each of the Rejecting Classes and the
Plan may be confirmed notwithstanding the rejection by the Rejecting
Classes.


    
      
         


      

      
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    Y.     
      Only One Plan (11 U.S.C. §
1129(c)).  The Plan is the only plan filed in these cases, and
accordingly, section 1129(c) of the Bankruptcy Code is inapplicable in the
chapter 11 cases.

    


    Z.    
       Principal Purpose of the
Plan (11 U.S.C. § 1129(d)).  The principal purpose of the
Plan is not the avoidance of taxes or the avoidance of the application of
Section 5 of the Securities Act of 1933, thereby satisfying the requirements of
section 1129(d) of the Bankruptcy Code.

    


    AA.        Good-Faith Solicitation (11
U.S.C. § 1125(e)).  Based on the record before the Court,
(i) the Debtors are deemed to have solicited acceptances of the Plan in good
faith and in compliance with the applicable provisions of the Bankruptcy Code,
including without limitation, sections 1125(a) and (e) of the Bankruptcy Code,
and any applicable non-bankruptcy law, rule, or regulation governing the
adequacy of disclosure in connection with such solicitation and (ii) the
Debtors, the Creditors’ Committee, New Holdco, and the Affiliated Plan
Proponents, and all of their respective members, officers, directors, agents,
financial advisers, attorneys, employees, equity holders, partners, affiliates,
and representatives shall be deemed to have participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code in the offer
and issuance of any securities under the Plan, and therefore are not, and on
account of such offer, issuance and solicitation will not be, liable at any time
for any violation of any applicable law, rule, or regulation governing the
solicitation of acceptances or rejections of the Plan or the offer, issuance,
sale or purchase of any securities under the Plan and are entitled to the
protections afforded by section 1125(e) of the Bankruptcy Code and the
exculpation provisions set forth in Section 11.9 of the Plan.


    
      
         


      

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

    


    CC.          Implementation.  All
documents necessary to implement the Plan, including, without limitation, those
contained in the Plan Supplement, and all other relevant and necessary documents
have been negotiated in good faith and at arms’ length and shall, upon
completion of documentation and execution, be valid, binding, and enforceable
agreements and not be in conflict with any federal or state law.

    


    DD.         Assumption of Executory
Contracts and Unexpired Leases.  The Debtors have satisfied the
provisions of section 365 of the Bankruptcy Code with respect to the assumption
of executory contracts and unexpired leases pursuant to the Plan.

    


    EE.       
  Transfers
by Debtors.  All transfers of property of the Debtors’ estates,
including, without limitation, the transfer and assignment of assets to the
Liquidating Trusts and the issuance and delivery of the New Equity Interests
shall be free and clear of all Liens, charges, Claims, encumbrances, and other
interests, except as expressly provided in the Plan or this
Order.


    
      
         


      

      
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    FF.           Injunction, Exculpation, and
Releases.  The Court has jurisdiction under sections 1334(a)
and (b) of title 28 of the United States Code to approve the injunction,
exculpation, and releases set forth in Sections 11.6, 11.9, and 11.10 of the
Plan, respectively.  Section 105(a) of the Bankruptcy Code permits
issuance of the injunction and approval of the releases and exculpation set
forth in Sections 11.6, 11.9 and 11.10 of the Plan.  Such provisions
are fair and reasonable and are in the best interests of the Debtors, their
estates, and parties in interest.  Further, the exculpation provision
in the Plan does not relieve any party of liability for an act or omission to
the extent such act or omission is determined by a Final Order to have
constituted willful misconduct or gross negligence.  Based upon the
record of these chapter 11 cases and the evidence proffered, adduced, and/or
presented at the Confirmation Hearing, this Court finds that the injunction,
exculpation, and releases set forth in Article XI of the Plan are consistent
with the Bankruptcy Code and applicable law.

    


    GG.          Global
Settlement.  Pursuant to Bankruptcy Rule 9019, in consideration
for the classification, distribution and other benefits provided under the Plan,
upon the Effective Date, the provisions of the Plan shall constitute a
good-faith compromise and settlement of all Claims or controversies resolved
pursuant to the Plan.  All Plan distributions made to creditors
holding Allowed Claims in any Class are intended to be and shall be final, and
no Plan distribution to the holder of a Claim in one Class shall be subject to
being shared with or reallocated to the holders of any Claim in another Class by
virtue of any prepetition collateral trust agreement, shared collateral
agreement, subordination agreement, other similar inter-creditor arrangement or
deficiency Claim.

    


    HH.         Valuation.  Pursuant
to the valuation analyses set forth in the Disclosure Statement, the enterprise
value of the Debtors is insufficient to support a distribution to holders of
Subordinated Debt Claims, Charys Holding Securities Claims, Charys Holding
Equity Interests, C&B Securities Claims, and C&B Equity Interests under
absolute priority principles.


    
      
         


      

      
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    II.     
      As stated on the record of the Confirmation
Hearing, the Funding Arrangement and the Funding Arrangement Agreement have been
modified to reflect that the Liquidating Trusts shall not be required to pay to
New Holdco any stock of New Holdco, any proceeds thereof, or any dividends or
other distributions paid with respect thereto on account of the Obligations (as
such term is defined in the Funding Arrangement Agreement).  Such
modification does not adversely change in any material respect the treatment of
any Claim of any creditor or Equity Interests of any equity security holder who
has not accepted the modification in writing.

    


    JJ.       
    The Amended Renewal Promissory Note, dated as of
November 30, 2006, in the amount of $77,932,514.15, payable by Charys Holding
Company, Inc. to Troy D. Crochet, and all obligations related thereto, do not
have the benefit of any subordination agreement with respect to the 8.75% Senior
Convertible Notes as to any guarantees in favor of the 8.75% Senior Convertible
Notes.

    


    CONCLUSIONS OF
LAW

    


    NOW,
THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

    


    1.        
    Confirmation.  All
requirements for confirmation of the Plan have been
satisfied.  Accordingly, the Plan in its entirety is CONFIRMED
pursuant to section 1129 of the Bankruptcy Code.  The documents
contained in the Plan Supplement and the supplements to the Plan Supplement,
including, the List of Names and Biographical Information of the Directors of
New Holdco, the Form of New Secured Note Indenture, the List of Executory
Contracts to be Assumed, the Form of New Employment Agreements, the Form of
Settlement Agreements, the Form of New Certificate of Incorporation for New
Holdco, the Form of New Bylaws for New Holdco, the Form of Charys Holding
Company, Inc. Liquidating Trust Agreement, the Form of Crochet & Borel
Services, Inc. Liquidating Trust Agreement, the List of Indemnified Individuals
Pursuant to Section 8.6 of the Plan, and the Form of Funding Arrangement
Agreement are authorized and approved.  The terms of the Plan and the
Plan Supplement are incorporated by reference into, and are an integral part of,
this Order.


    
      
         


      

      
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    2.            Plan
Supplement.  The documents contained in the Plan Supplement,
and any amendments, modifications, and supplements thereto, and all documents
and agreements introduced into evidence by the Debtors at the Confirmation
Hearing (including all exhibits and attachments thereto and documents referred
to therein), and the execution, delivery, and performance thereof by the
trustees of the applicable Liquidating Trusts, or New Holdco, as applicable, are
authorized and approved when they are finalized, executed and
delivered.  Without further order or authorization of this Court, the
Debtors, the Liquidating Trusts, New Holdco and their successors are authorized
and empowered to make all modifications to all documents included as part of the
Plan Supplement that are consistent with the Plan.  Execution versions
of the documents comprising the Plan Supplement shall constitute legal, valid,
binding, and authorized obligations of the respective parties thereto,
enforceable in accordance with their terms and, to the extent applicable, shall
create, as of the Effective Date, all liens and security interests purported to
be created thereby.

    


    3.     
      Objections.  All
parties have had a full and fair opportunity to litigate all issues raised by
the Objections, or which might have been raised, and the Objections have been
fully and fairly litigated.  All Objections, responses, statements,
and comments in opposition to the Plan, other than those withdrawn with
prejudice in their entirety prior to the Confirmation Hearing or otherwise
resolved on the record of the Confirmation Hearing and/or herein are overruled
for the reasons stated on the record.


    
      
         


      

      
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    4.       
     Solicitation and
Notice.  Notice of the Confirmation Hearing complied with the
terms of the Disclosure Statement Order, was appropriate and satisfactory based
on the circumstances of these chapter 11 cases, and was in compliance with the
provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local
Bankruptcy Rules.  The solicitation of votes on the Plan and the
Solicitation Materials complied with the solicitation procedures in the
Disclosure Statement Order, was appropriate and satisfactory based upon the
circumstances of the chapter 11 cases, and was in compliance with the provisions
of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy
Rules.  Notice of the Plan Supplement, and all related documents, was
appropriate and satisfactory based upon the circumstances of these chapter 11
cases, and was in compliance with the provisions of the Bankruptcy Code, the
Bankruptcy Rules, and the Local Bankruptcy Rules.

    


    5.      
      Omission of Reference to
Particular Plan Provisions.  The failure to specifically
describe or include any particular provision of the Plan in this Order shall not
diminish or impair the effectiveness of such provision, it being the intent of
this Court that the Plan be approved and confirmed in its entirety.

    


    6.            
Plan Classification
Controlling.  The classifications of Claims and Equity
Interests for purposes of the distributions to be made under the Plan shall be
governed solely by the terms of the Plan.  The classification set
forth on the Ballots tendered or returned by the Debtors’ creditors in
connection with voting on the Plan:  (a) were set forth on the Ballots
solely for purposes of voting to accept or reject the Plan; (b) do not
necessarily represent, and in no event shall be deemed to modify or otherwise
affect, the actual classification of such Claims and Equity Interests under the
Plan for distribution purposes; and (c) shall not be binding on the Debtors, the
Liquidating Trusts, New Holdco, creditors, or interest holders for purposes
other than voting on the Plan.


    
      
         


      

      
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    7.            
Global
Settlement.  Pursuant to Section 5.1(b) of the Plan, sections
105 and 1123(b)(3) of the Bankruptcy Code, and Bankruptcy Rule 9019, on the
Effective Date, the provisions of the Plan constitute a good-faith compromise
and settlement of all Claims or controversies resolved pursuant to the
Plan.

    


    8.        
    Merger, Dissolution, or
Consolidation of Corporate Entities.  Pursuant to Section
5.1(e) of the Plan, on or as of the Effective Date or as soon as practicable
thereafter (or, in case of clause (b), at any time following the Confirmation
Date), and without the need for any further action, the Debtors may, with the
prior consent of the Creditors’ Committee (a) cause any of the Debtors to be
merged with and into the other Debtor, dissolved or otherwise consolidated, (b)
cause C&B to be merged with, or converted into, a limited liability company,
or (c) engage in any other transaction in furtherance of the Plan.

    


    9.     
       Cancellation of Existing
Securities and Agreements.  Pursuant to Section 5.1(d)(i) of
the Plan, except (a) as otherwise expressly provided in the Plan, (b) with
respect to executory contracts or unexpired leases that have been assumed by the
Debtors, (c) for purposes of evidencing a right to distributions under the Plan,
or (d) with respect to any Claim that is reinstated and rendered Unimpaired
under the Plan, on the Effective Date, the 8.75% Senior Convertible Notes (and
all documents and instruments related thereto), the Mirror Notes, all
instruments and documents representing or evidencing the Cotton Seller Note
Claims, CTSI / MSAI Seller Note Claims, Mirror Note Claims, all instruments and
documents representing or evidencing the subordinated debt, the Indentures and
other instruments or documents evidencing any Claims or Equity Interests shall
be deemed automatically cancelled and deemed surrendered without further act or
action under any applicable agreement, law, regulation, order or rule and the
obligations of the Debtors under the agreements, instruments and other
documents, indentures, and certificates of designations governing such Claims
and Equity Interests, as the case may be, shall be discharged; provided, however, that the 8.75%
Senior Convertible Notes, the Mirror Notes, and the Indenture shall continue in
effect solely for the purposes of (a) allowing the holders of the 8.75% Senior
Convertible Notes and the Mirror Notes to receive their distributions under the
Plan, and (b) allowing the Disbursing Agent or the Indenture Trustee, as the
case may be, to make such distributions, if any, to be made on account of the
8.75% Senior Convertible Notes Claims and Mirror Note Claims.


    
      
         


      

      
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    10.           Discharge of Indenture
Trustee.  Pursuant to Section 5.1(d)(ii) of the Plan,
subsequent to the performance by the Indenture Trustee or its agents of any
duties that are expressly required under the Plan, and the Confirmation Order
and/or under the terms of the Indenture, the Indenture Trustee and its agents
shall be relieved of, and released from, all responsibilities and obligations
associated with the 8.75% Senior Convertible Notes arising under the Indenture
or under other applicable agreements or law and the Indenture shall be deemed to
be discharged.

    


    11.           Issuance of New Equity
Interests and New Securities.  The issuance by New Holdco of
the New Equity Interests and New Secured Notes on the Effective Date is
authorized without the need for any further corporate action and without any
further action by holders of Claims or Equity Interests.  The Debtors
and the Creditors’ Committee and its members (and each of their respective
members, Affiliates, agents, directors, officers, employees, advisors, and
attorneys) have, and upon confirmation of the Plan (including all documents
necessary to effectuate the Plan or otherwise contemplated by the Plan,
including those contained in the Plan Supplement) shall be deemed to have
participated in good faith and in compliance with the applicable provisions of
the Bankruptcy Code with regards to the issuance and distribution of the New
Equity Interests under the Plan, and therefore are not, and on account of such
distribution will not be, liable at any time for the violation of any applicable
law, rule, or regulation governing the solicitation of acceptances or rejections
of the Plan or such distributions made pursuant to the Plan.


    
      
         


      

      
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    12.           Restructuring
Transactions.  The Restructuring Transactions set forth in
Section 5.2 of the Plan are approved in all respects and the Debtors, the
Indenture Trustee, New Holdco and the Affiliated Plan Proponents are authorized
to take all action in order to effectuate and implement the Restructuring
Transactions.

    


    13.           Exemption from Securities
Laws.  To the maximum extent provided by section 1145 of the
Bankruptcy Code and applicable non-bankruptcy law, the issuance under the Plan
of the New Equity Interests, New Secured Notes and beneficial interests in the
Liquidating Trusts will be exempt from registration under the Securities Act of
1933, as amended, and all rules and regulations promulgated thereunder and any
state or local law requiring registration prior to the offering, issuance,
distribution, or sale of securities.

    


    14.           The Liquidating
Trusts.  On or before the Effective Date, the Charys Holding
Liquidating Trust Agreement and the C&B Liquidating Trust Agreement shall be
executed by the parties thereto, and all other necessary steps shall be taken to
establish the Liquidating Trusts.  The Charys Liquidating Trust Assets
and the C&B Liquidating Trust Assets shall be transferred to the applicable
Liquidating Trust in accordance with the provisions of the
Plan.


    
      
         


      

      
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    15.           Distributions Under the
Plan.  All distributions under the Plan shall be made in
accordance with Article VI of the Plan.

    


    16.           Disputed
Claims.  The provisions of Article VII of the Plan, including,
without limitation, the provisions governing procedures for resolving Disputed
Claims, are found to be fair and reasonable and are approved.

    


    17.           Assumption or Rejection of
Executory Contracts and Unexpired Leases (11 U.S.C.
§ 1123(b)(2)).  Pursuant to Section 8.1 of the Plan, as of
the Effective Date all executory contracts and unexpired leases that exist
between the Debtors and any person or entity shall be deemed rejected by the
Debtors, except for any executory contract or unexpired lease (i) that has been
assumed pursuant to an order of the Bankruptcy Court entered prior to the
Effective Date, (ii) as to which a motion for approval of the assumption of such
executory contract or unexpired lease has been filed and served prior to the
Confirmation Date, or (iii) that is specifically designated as a contract or
lease to be assumed on Schedule 8.1, contained in the Plan
Supplement.

    


    18.           Approval of Assumption or
Rejection of Executory Contracts and Unexpired Leases.  Entry
of the this Order shall, subject to and upon the occurrence of the Effective
Date, constitute (i) the approval, pursuant to sections 365(a) and 1123(b)(2) of
the Bankruptcy Code, of the assumption of the executory contracts and unexpired
leases assumed pursuant to Section 8.1 of the Plan, (ii) the extension of time,
pursuant to section 365(d)(4) of the Bankruptcy Code, within which the Debtors
may assume, assume and assign, or reject the executory contracts and unexpired
leases specified in Section 8.1 of the Plan through the date of entry of an
order approving the assumption, assumption and assignment, or rejection of such
executory contracts and unexpired leases, and (iii) the approval, pursuant to
section 365(a) and 1123(b)(2) of the Bankruptcy Code, of the rejection of the
executory contracts and unexpired leases rejected pursuant to Section 8.1 of the
Plan.


    
      
         


      

      
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    19.           Inclusiveness.  Unless
otherwise specified on Schedules 8.1 of the Plan Supplement, each executory
contract and unexpired lease listed therein shall include any and all
modifications, amendments, supplements, restatements or other agreements made
directly or indirectly by any agreement, instrument or other document that in
any manner affects such executory contract or unexpired lease, without regard to
whether such agreement, instrument or other document is listed on such
schedule.

    


    20.           Cure of
Defaults.  Except to the extent that different treatment has
been agreed to by the non-debtor party or parties to any executory contract or
unexpired lease to be assumed pursuant to Section 8.1 of the Plan, the Debtors
shall, pursuant to the provisions of sections 1123(a)(5)(G) and 1123(b)(2) of
the Bankruptcy Code and consistent with the requirements of section 365 of the
Bankruptcy Code, within at least twenty (20) days prior to the later of (a) the
hearing on the Debtors’ motion for assumption or assumption and assignment and
(b) the Confirmation Hearing, file with the Bankruptcy Court and serve by first
class mail on each non-debtor party to such executory contracts or unexpired
leases to be assumed pursuant to Section 8.1 of the Plan, a notice, which shall
list the cure amount as to each executory contract or unexpired lease to be
assumed.  The parties to such executory contracts or unexpired leases
to be assumed or assumed and assigned by the Debtors shall have twenty (20) days
from the date of service of such notice to file and serve any objection to the
cure amounts listed by the Debtors.  If there are any objections
filed, the Bankruptcy Court shall hold a hearing on a date to be set by the
Bankruptcy Court.  Notwithstanding Section 8.1 of the Plan, the
Debtors shall retain their rights to reject any of their executory contracts or
unexpired leases that are subject to a dispute concerning amounts necessary to
cure any defaults through the Effective Date.


    
      
         


      

      
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    21.           Bar Date for Filing Proofs
of Claim Relating to Executory Contacts and Unexpired Leases Rejected Pursuant
to the Plan.  In the event that the rejection of an executory
contract or unexpired lease by the Debtors pursuant to the Plan results in
damages to the other party or parties to such contract or lease, a Claim for
such damages, if not evidenced by a timely filed proof of Claim, shall be
forever barred and shall not be enforceable against the Debtors or New Holdco,
or their properties or interests in property as agents, successors, or assigns,
unless a proof of Claim is filed with the Bankruptcy Court and served upon
Kurtzman Carson Consultants, LLC, the Debtors’ Court-appointed Claims agent, on
or before the date that is 30 days after the later of (i) the date of service of
notice of the Confirmation Date, (ii) notice of modification to Schedule 8.1 of
the Plan Supplement (solely with respect to the party directly affected by such
modification), or (iii) the date of service of notice of such later rejection
date that occurs as a result of a dispute concerning amounts necessary to cure
any defaults (solely with respect to the party directly affected by such
rejection).

    


    22.           Indemnification and
Reimbursement Obligations.  Subject to the occurrence of the
Effective Date, the obligations of Charys Holding and/or C&B to indemnify
and reimburse those officers, directors and employees set forth on an Exhibit 10
contained in the Plan Supplement against and for any obligations pursuant to
articles of incorporation, codes of regulations, bylaws, applicable state law,
or specific agreement, or any combination of the foregoing, shall survive
confirmation of the Plan, irrespective of whether indemnification or
reimbursement is owed in connection with an event occurring before, on, or after
the Commencement Date and all such obligations shall be, and shall be deemed to
be assumed by New Holdco as of the Effective Date; provided, however, that in no
circumstance shall New Holdco assume any obligation to indemnify or reimburse
any individual in connection with the fraud, willful misconduct, or gross
negligence of such individual.  In furtherance of the foregoing, New
Holdco will obtain a directors’ and officers’ insurance policy with tail
coverage for a period of six years from an insurer whose rating with A.M. Best
is no lower than that of the insurers of the policies in existence on the
Effective Date for the current and former officers and directors of the Debtors,
provided, however, that such policy shall have an aggregate cost of no more than
an amount as agreed on by the Debtors and the Creditors’
Committee.


    
      
         


      

      
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    23.           Insurance
Policies.  Notwithstanding anything contained in the Plan to
the contrary, unless specifically rejected by order of the Bankruptcy Court, all
of the Debtors’ insurance policies and any agreements, documents or instruments
relating thereto, are treated as executory contracts under the Plan and will be
assumed pursuant to the Plan effective as of the Effective
Date.  Nothing contained in this Section shall constitute or be deemed
a waiver of any cause of action that the Debtors may hold against any entity,
including, without limitation, the insurer, under any of the Debtors’ policies
of insurance.

    


    24.           Compensation and Benefit
Plans.  All Benefit Plans of Charys Holding, including Benefit
Plans and programs subject to sections 1114 and 1129(a)(13) of the Bankruptcy
Code, entered into before or after the Commencement Date and not since
terminated, shall be deemed to be, and shall be treated as if they were,
executory contracts that are assumed under the Plan.  Charys Holding’s
obligations under such plans and programs shall survive confirmation of the Plan
and shall be and shall be deemed to be assumed by New Holdco, except for (a)
executory contracts or Benefit Plans expressly rejected pursuant to the Plan (to
the extent such rejection does not violate sections 1114 and 1129(a)(13) of the
Bankruptcy Code), (b) executory contracts or employee Benefit Plans that have
previously been rejected, are the subject of a motion to reject pending as of
the Confirmation Date or have been specifically waived by the beneficiaries of
any employee Benefit Plan or contract and (c) such executory contracts or
employee Benefit Plans to the extent they relate to former employees whose
employment by the Debtors terminated prior to the Commencement
Date.  Notwithstanding anything to the contrary in the Plan or the
Confirmation Order, no equity, stock, option or other similar plans in effect on
or prior to the Commencement Date shall be assumed and such plans shall be
cancelled.


    
      
         


      

      
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    25.           Directors and
Officers.  Pursuant to Section 9.1 of the Plan, effective as of
the Effective Date, the management, control and operation of New Holdco shall
become the general responsibility of the Board of Directors of New
Holdco.  Pursuant to Section 9.4 of the Plan, effective as of the
Effective Date, the persons identified in the Plan Supplement as members of the
initial Board of Directors of New Holdco are deemed
designated.  Certain officers of the Debtors immediately prior to the
Effective Date shall serve as the initial officers of New Holdco on and after
the Effective Date.  Such officers shall serve in accordance with
applicable non-bankruptcy law, any employment agreement entered into with New
Holdco on or after the Effective Date and the New Organizational
Documents.  Pursuant to Section 9.6 of the Plan, New Holdco shall be
deemed to have adopted the New Employment Agreements

    


    26.           Vesting of
Assets.  Pursuant to Section 11.1 of the Plan, (i) on or after
the Effective Date (a) the Charys Trustee may dispose of the assets of the
Charys Liquidating Trust free and clear of any restrictions of the Bankruptcy
Code, but in accordance with the provisions of the Plan and the Charys
Liquidating Trust Agreement, and (b) the C&B Trustee may dispose of the
assets of the C&B Liquidating Trust free and clear of any restrictions of
the Bankruptcy Code, but in accordance with the provisions of the Plan and the
C&B Liquidating Trust Agreement, and (ii) as of the Effective Date, all
property of New Holdco, and the Liquidating Trusts shall be free and clear of
all Claims, liens, encumbrances, charges and other interests, except as provided
in the Plan.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    27.           Discharge of Claims and
Termination of Equity Interests.  The rights afforded in and
the payments and distributions to be made under the Plan shall terminate all
Equity Interests and discharge all existing debts and Claims of any kind, nature
or description whatsoever against or in the Debtors or any of their assets or
properties to the fullest extent permitted by section 1141 of the Bankruptcy
Code.  Except as provided in the Plan, upon the Effective Date, all
existing Claims against the Debtors and Equity Interests shall be, and shall be
deemed to be, discharged and terminated, and all holders of such Claims and
Equity Interests shall be precluded and enjoined from asserting against New
Holdco, its successors or assigns or any of its assets or properties, or against
the Liquidating Trusts or any of their assets or properties, any other or
further Claim or Equity Interest based upon any act or omission, transaction or
other activity of any kind or nature that occurred prior to the Effective Date,
whether or not such holder has filed a proof of Claim or proof of equity
interest and whether or not the facts or legal bases therefor were known or
existed prior to the Effective Date.

    


    28.           Discharge of
Debtors.  Upon the Effective Date, in consideration of the
distributions to be made under the Plan and except as otherwise expressly
provided in the Plan, each holder (as well as any trustees and agents on behalf
of each holder) of a Claim or Equity Interest and any Affiliate of such holder
shall be deemed to have forever waived, released and discharged the Debtors, to
the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from
any and all Claims, Equity Interests, rights and liabilities that arose prior to
the Effective Date.  Upon the Effective Date, all such persons shall
be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy
Code, from prosecuting or asserting any such discharged Claim against or
terminated Equity Interest in the Debtors.  In addition, upon the
Effective Date, each holder of an 8.75% Senior Convertible Note Claim, each
holder of a Mirror Note Claim, and the Indenture Trustee (as well as any
trustees and agents on behalf of each holder) and any Affiliate of such holder
shall be deemed to have waived, released and discharged the Affiliated Plan
Proponents from any Liens, Claims, causes of action, rights or liabilities
arising from notes issued under, and the guarantees issued pursuant to, the
Indenture.  The Indenture Trustee is authorized and directed to take
all such actions necessary to effectuate the foregoing.  Upon the
Effective Date, all such persons shall be forever precluded and enjoined from
prosecuting or asserting any such discharged Claim against the Affiliated Plan
Proponents.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    29.           Injunction.  Except
as otherwise expressly provided in the Plan or in the Confirmation Order, all
Persons or entities who have held, hold or may hold Claims against or Equity
Interests in either of the Debtors, and all other parties in interest, along
with their respective present and former employees, agents, officers, directors,
principals and affiliates, are permanently enjoined, from and after the
Effective Date, from (i) commencing or continuing in any manner any action or
other proceeding of any kind on any such Claim or Equity Interest against any of
the Debtors or the Liquidating Trusts, (ii) the enforcement, attachment,
collection or recovery by any manner or means of any judgment, award, decree or
order against the Debtors or the Liquidating Trusts, (iii) creating, perfecting
or enforcing any encumbrance of any kind against the Debtors or the Liquidating
Trusts or against the property or interests in property of the Debtors or the
Liquidating Trusts, (iv) asserting any right of setoff, subrogation or
recoupment of any kind against any obligation due to the Debtors or against the
property or interests in property of the Debtors, or the Liquidating Trusts with
respect to such Claim or Equity Interest or (v) pursuing any claim released
pursuant to Article XI of the Plan.  Such injunction shall extend to
any successors of the Debtors and the Liquidating Trusts, including, without
limitation, New Holdco, and their respective properties and interests in
properties.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    30.           Terms of
Injunction.  Unless otherwise provided in this Order, all
injunctions or stays arising under or entered during the Reorganization Cases
under section 105 or 362 of the Bankruptcy Code, or otherwise, that are in
existence on the Confirmation Date shall remain in full force and effect until
the Effective Date.

    


    31.           Exculpation.  Notwithstanding
anything in the Plan to the contrary, as of the Effective Date, none of the
Debtors, New Holdco, the Affiliated Plan Proponents, the Liquidating Trusts, the
Creditors’ Committee, the Ad Hoc Noteholders Committee, and the Indenture
Trustee, and their respective officers, directors, members, employees,
accountants, financial advisors, investment bankers, agents, restructuring
advisors and attorneys and representatives (but, in each case, solely in their
capacities as such) shall have or incur any liability for any Claim, cause of
action or other assertion of liability for any act taken or omitted to be taken
in connection with, or arising out of, the Reorganization Cases, the
formulation, dissemination, confirmation, consummation or administration of the
Plan, property to be distributed under the Plan or any other act or omission in
connection with the Reorganization Cases, the Plan, the Disclosure Statement or
any contract, instrument, document or other agreement related thereto; provided, however, that the foregoing
shall not affect the liability of any person that otherwise would result from
any such act or omission to the extent such act or omission is determined by a
Final Order to have constituted willful misconduct or gross
negligence.  Any of the forgoing Persons in all respects shall be
entitled to rely upon the advice of counsel with respect to any of the
foregoing.  The foregoing exculpation shall not apply to the
Non-Released Parties.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    32.           Releases.  Effective
as of the Confirmation Date but subject to the occurrence of the Effective Date,
and in consideration of the services of (a) the present and former directors,
officers, members, employees, affiliates, agents, financial advisors,
restructuring advisors, attorneys and representatives of or to the Debtors who
acted in such capacities after the Commencement Date; (b) the Indenture Trustee;
and (c) the members of the Creditors’ Committee, and their respective
professionals in connection with the Reorganization Cases; (x) the Debtors, the
Affiliated Plan Proponents, and New Holdco; (y) each holder of a Claim that
votes to accept the Plan (or is deemed to accept the Plan) and (z) to the
fullest extent permissible under applicable law, as such law may be extended or
integrated after the Effective Date, each holder of a Claim or Equity Interest
that does not vote to accept the Plan, shall release unconditionally and forever
each present or former director, officer, member, employee, affiliate, agent,
financial advisor, restructuring advisor, attorney and representative (and their
respective affiliates) of the Debtors who acted in such capacity after the
Commencement Date, the Affiliated Plan Proponents, the Indenture Trustee, the
Creditors’ Committee, and each of their respective members, officers, directors,
agents, financial advisors, attorneys, employees, equity holders, parent
corporations, subsidiaries, partners, affiliates and representatives (but, in
each case, solely in their capacities as such) from any and all Claims or causes
of action whatsoever in connection with, related to, or arising out of the
Reorganization Cases, the pursuit of confirmation of the Plan, the consummation
thereof, the administration thereof or the property to be distributed
thereunder; provided,
however, that the
foregoing shall not operate as a waiver of or release from any causes of action
arising out of the willful misconduct or gross negligence of any such person or
entity; and provided further,
however, that the foregoing release shall not apply to the Non-Released
Parties.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    33.           Avoidance
Actions/Objections.  Pursuant to Section 11.11 of the Plan,
other than any releases granted herein, in the Plan, or other Final Order of the
Bankruptcy Court, as applicable, from and after the Effective Date, the
Liquidating Trusts, as applicable, shall have the right to prosecute any
avoidance or equitable subordination or recovery actions under sections 105,
502(d), 510, 542 through 551, and 553 of the Bankruptcy Code that belong to the
Debtors or Debtors in Possession, provided however, that the
Debtors shall be deemed to have waived all causes of action including avoidance,
equitable subordination, and recovery actions against the Indenture Trustee and
holders of 8.75% Senior Convertible Note Claims and Mirror Note
Claims.

    


    34.           Conditions to Effective
Date.  The Plan shall not become effective unless and until the
conditions set forth in Section 10.1 of the Plan have been satisfied or waived
pursuant to Section 10.2 of the Plan.  In the event that one or more
of the conditions specified in Section 10.1 of the Plan have not occurred or
otherwise been waived pursuant to Section 10.2 of the Plan, within 60 days after
the Confirmation Date or such later date as may be agreed upon by the Debtors
and the Creditors’ Committee, then (i) the Confirmation Order shall be vacated,
(ii) no distributions under the Plan shall be made, (iii) the Debtors and all
holders of Claims and interests including any Equity Interests shall be restored
to the status quo ante
as of the day immediately preceding the Confirmation Date as though the
Confirmation Date never occurred and (d) the Debtors’ obligations with respect
to Claims and equity interests shall remain unchanged and nothing contained
herein or in the Plan shall constitute or be deemed a waiver or release of any
Claims or equity interests by or against 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 the Debtors.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    35.           Retention of
Jurisdiction.  This Court shall have exclusive jurisdiction of
all matters arising out of, or related to, the Reorganization Cases and the Plan
pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy
Code, including, without limitation:

    


    
      	
               
      

            	
              i.

            	
              To
      hear and determine pending motions or applications for the assumption or
      rejection of executory contracts or unexpired leases, the allowance of
      Claims and Administrative Expense Claims resulting therefrom and any
      disputes with respect to executory contracts or unexpired leases relating
      to facts and circumstances arising out of or relating to the
      Reorganization Cases;

            


    

    


    
      	
               
      

            	
              ii.

            	
              To
      determine any and all adversary proceedings, motions, applications and
      contested matters pending on or commenced after the Confirmation
      Date;

            


    

    


    
      	
               
      

            	
              iii.

            	
              To
      hear and determine all applications for compensation and reimbursement of
      expenses under sections 330, 331 and 503(b) of the Bankruptcy
      Code;

            


    

    


    
      	
               
      

            	
              iv.

            	
              To
      hear and determine any objections to, or requests for estimation of
      Disputed Administrative Expense Claims and Disputed Claims, in whole or in
      part and otherwise resolve disputes as to Administrative Expense Claims
      and Claims;

            


    

    


    
      	
               
      

            	
              v.

            	
              To
      resolve disputes as to the ownership of any Administrative Expense Claim,
      Claim or Equity Interest;

            


    

    


    
      	
               
      

            	
              vi.

            	
              To
      enter and implement such orders as may be appropriate in the event the
      Confirmation Order is for any reason stayed, revoked, modified or
      vacated;

            


    

    


    
      	
               
      

            	
              vii.

            	
              To
      issue such orders in aid of execution of the Plan, to the extent
      authorized by section 1142 of the Bankruptcy
  Code;

            


    

    


    
      	
               
      

            	
              viii.

            	
              To
      consider any amendments to or modifications of the Plan or to cure any
      defect or omission, or reconcile any inconsistency, in any order of the
      Bankruptcy Court, including, without limitation, the Confirmation
      Order;

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ix.

            	
              To
      hear and determine disputes or issues arising in connection with the
      interpretation, implementation or enforcement of the Plan, the
      Confirmation Order, any transactions or payments contemplated by the Plan,
      any agreement, instrument, or other document governing or relating to any
      of the foregoing or any settlement approved by the Bankruptcy
      Court;

            


    

    


    
      	
               
      

            	
              x.

            	
              To
      hear and determine matters concerning state, local and federal taxes in
      accordance with sections 346, 505 and 1146 of the Bankruptcy Code
      (including, without limitation, any request by the Debtors prior to the
      Effective Date or by the Liquidating Trustees or any Disbursing Agent
      after the Effective Date for an expedited determination of tax under
      section 505(b) of the Bankruptcy
Code);

            


    

    


    
      	
               
      

            	
              xi.

            	
              To
      hear and determine all disputes involving the existence, scope, nature or
      otherwise of the discharges, releases, injunctions and exculpations
      granted under the Plan, the Confirmation Order or the Bankruptcy
      Code;

            


    

    


    
      	
               
      

            	
              xii.

            	
              To
      issue injunctions and effect any other actions that may be necessary or
      appropriate to restrain interference by any person or entity with the
      consummation, implementation or enforcement of the Plan, the Confirmation
      Order or any other order of the Bankruptcy
  Court;

            


    

    


    
      	
               
      

            	
              xiii.

            	
              To
      determine such other matters and for such other purposes as may be
      provided in the Confirmation Order;

            


    

    


    
      	
               
      

            	
              xiv.

            	
              To
      hear and determine any rights, Claims or causes of action held by or
      accruing to the Debtors pursuant to the Bankruptcy Code or pursuant to any
      federal or state statute or legal
theory;

            


    

    


    
      	
               
      

            	
              xv.

            	
              To
      recover all assets of the Debtors and property of the Debtors’ estates,
      wherever located;

            


    

    


    
      	
               
      

            	
              xvi.

            	
              To
      hear all disputes concerning the Liquidating
  Trusts;

            


    

    


    
      	
               
      

            	
              xvii.

            	
              To
      enter a final decree closing the Reorganization Cases;
  and

            


    

    


    
      	
               
      

            	
              xviii.

            	
              To
      hear any other matter not inconsistent with the Bankruptcy
      Code

            


    

    


    36.           Effectuating Documents and
Further Transactions.  Pursuant to Section 13.1 of the Plan, as
of the Effective Date, the Debtors, New Holdco, the Affiliated Plan Proponents,
and the Liquidating Trusts are authorized to execute, deliver, file, or record
such contracts, instruments, releases, indentures and other agreements or
documents and take such actions as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of the Plan and any securities
issued pursuant to the Plan.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    37.           Withholding and Reporting
Requirements.  Pursuant to Section 13.2 of the Plan, in
connection with the Plan and all instruments issued in connection therewith and
distributed thereon, any party issuing any instrument or making any distribution
under the Plan shall comply with all applicable withholding and reporting
requirements imposed by any federal, state or local taxing authority, and all
distributions under the Plan shall be subject to any such withholding or
reporting requirements.  Notwithstanding the above, each holder of an
Allowed Claim that is to receive a distribution under the Plan shall have the
sole and exclusive responsibility for the satisfaction and payment of any tax
obligations imposed on such holder by any governmental unit, including income,
withholding and other tax obligations, on account of such
distribution.  Any party issuing any instrument or making any
distribution under the Plan has the right, but not the obligation, to not make a
distribution until such holder has made arrangements satisfactory to such
issuing or disbursing party for payment of any such tax
obligations.

    


    38.           Corporate
Action.  On the Effective Date, all matters provided for under
the Plan that would otherwise require approval of the stockholders or directors
of one or more of the Debtors and/or their affiliates, shall be deemed to have
occurred and shall be in effect from and after the Effective Date pursuant to
the applicable general corporation law of the states in which the Debtors and/or
their affiliates are incorporated, without any requirement of further action by
the stockholders or directors of any such entities.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    39.           Modifications.  Without
need for further order or authorization of the Court, the Debtors, subject to
the prior consent of the Creditors’ Committee, are authorized and empowered to
make any and all modifications to any and all documents included as part of the
Plan Supplement that do not materially modify the terms of such documents and
are consistent with the Plan.

    


    40.           Payment of Statutory
Fees.  On the Effective Date, All fees payable under section
1930 of chapter 123 of title 28 of the United States Code, as determined by the
Bankruptcy Court at the Confirmation Hearing, shall be paid.

    


    41.           Post-Confirmation Date
Professional Fees and Expenses.  From and after the
Confirmation Date, Charys Holding or C&B, as the case may be, shall, in the
ordinary course of business and without the necessity for any approval by the
Bankruptcy Court, pay the reasonable fees and expenses of professional persons
thereafter incurred by them.

    


    42.           Dissolution of Creditors’
Committee.  On the Effective Date, the Creditors’ Committee
shall be dissolved and the members thereof shall be released and discharged of
and from all further authority, duties, responsibilities and obligations related
to and arising from and in connection with the Reorganization Cases, and the
retention or employment of the Creditors’ Committee’s attorneys, accountants and
other agents, if any, shall terminate other than for purposes of (i) filing and
prosecuting applications for final allowances of compensation for professional
services rendered and reimbursement of expenses incurred in connection
therewith, and (ii) reviewing and objecting to the applications of other parties
for the allowance of compensation for professional services rendered and
reimbursement of expenses incurred in connection therewith.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    43.           Indenture Trustee as Claim
Holder.  Consistent with Bankruptcy Rule 3003(c), the Debtors
shall recognize a proof of Claim timely filed by the Indenture Trustee in
respect of any Claims under the Indenture.  Accordingly, any Claim for
principal and interest under the 8.75% Senior Convertible Notes, proof of which
is filed by the registered or beneficial holder of any 8.75% Senior Convertible
Notes, is disallowed as duplicative of the Claim of the Indenture Trustee,
without any further action of the Bankruptcy Court.

    


    44.           Exemption from Transfer
Taxes.  Pursuant to section 1146(a) of the Bankruptcy Code, the
issuance, transfer or exchange of notes or equity securities under or in
connection with the Plan, the creation of any mortgage, deed of trust or other
security interest, the making or assignment of any lease or sublease or the
making or delivery of any deed or other instrument of transfer under, in
furtherance of, or in connection with the Plan, including, without limitation,
the New Secured Notes and New Equity Interests, any merger agreements or
agreements of consolidation, deeds, bills of sale or assignments executed in
connection with any of the transactions contemplated under the Plan, shall not
be subject to any stamp, real estate transfer, mortgage recording or other
similar tax.

    


    45.           Binding
Effect.  Subject to the occurrence of the Effective Date, on
and after the Confirmation Date, the provisions of the Plan shall bind any
holder of a Claim against, or Equity Interest in, the Debtors and such holder’s
respective successors and assigns, whether or not such Claim or Equity Interest
is impaired under the Plan, whether or not such holder has accepted the Plan and
whether or not such holder is entitled to a distribution under the
Plan.  Additionally, subject to the occurrence of the Effective Date,
on and after the Confirmation Date, the provisions of the Plan shall bind any
holder of a 8.75% Senior Convertible Note Claim, Mirror Note Claim, and the
Indenture Trustee and such holder’s respective successors and assigns, whether
or not such Claim or Equity Interest is impaired under the Plan, whether or not
such holder has accepted the Plan and whether or not such holder is entitled to
a distribution under the Plan.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    46.           Notice of Entry of
Confirmation Order.  Pursuant to Bankruptcy Rules 2002(f)(7),
2002(k), and 3020(c), the Debtors shall file and serve notice of entry of this
Order in substantially the form annexed hereto as Exhibit B (the “Notice of Confirmation
Order”) on all creditors and interest holders, the United States Trustee
for the District of Delaware, the attorneys for the Creditors’ Committee, and
other parties in interest, by causing the Notice of Confirmation Order to be
delivered to such parties by first-Class mail, postage prepaid, within ten (10)
business days after entry of this Order.  The Notice of Confirmation
Order shall also be posted on the website of the Debtors’ Court-appointed voting
and tabulation agent, Kurtzman Carson Consultants, LLC, at:
www.kccllc.net/charys.  Such notice is adequate under the particular
circumstances and no other or further notice is necessary.  The form
of Notice of Confirmation Order substantially in the form annexed hereto as
Exhibit B is approved.

    


    47.           Notice of Effective
Date.  As soon as practicable after the occurrence of the
Effective Date, the Debtors shall file notice of the occurrence of the Effective
Date and shall serve a copy of same on all parties entitled to receive notice in
these chapter 11 cases.

    


    48.           Substantial
Consummation.  On the Effective Date, the Plan shall be deemed
to be substantially consummated under sections 1101 and 1127 of the Bankruptcy
Code.

    


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


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    50.           Conflicts Between Order and
Plan.  The provisions of the Plan and this Order shall be
construed in a manner consistent with each other so as to effect the purpose of
each; provided, however, that if there is
determined to be any inconsistency between any Plan provision and any provision
of this Order that cannot be so reconciled, then solely to the extent of such
inconsistency, the provisions of this Order shall govern and any provision of
this Order shall be deemed a modification of the Plan and shall control and take
precedence.  The provisions of this Order are integrated with each
other and are non-severable and mutually dependent.

    


    51.           Final
Order.  This Order is a Final Order and the period in which an
appeal must be filed shall commence upon the entry hereof.

    


    
      
        
          	
                  Dated:

                	
                  February
      __, 2009

                	 
      	 
      	 
      
	 
      	
                  Wilmington,
      Delaware

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                   

                	 
      
	 
      	 
      	 
      	
                  UNITED
      STATES BANKRUPTCY JUDGE

                	 
      


        

      

    


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    
      UNITED
STATES BANKRUPTCY COURT

      DISTRICT
OF DELAWARE

      


      
        
          
            
              
                
                  
                    
                      	 
      	
                              x

                            	 
      
	
                              In
      re

                            	
                              :

                            	 
      
	 
      	
                              :

                            	
                              Chapter
      11 Case No.

                            
	 
      	
                              :

                            	 
      
	
                              CHARYS
      HOLDING COMPANY, INC., and

                            	
                              :

                            	 
      
	
                              CROCHET
      & BOREL SERVICES, INC.

                            	
                              :

                            	
                              08-10289
      (BLS)

                            
	 
      	
                              :

                            	 
      
	
                              Debtors.

                            	
                              :

                            	
                              (Jointly
      Administered)

                            
	 
      	
                              :

                            	 
      
	 
      	
                              x

                            	 
      


                    

                  

                

              

            

          

        

      

      


      FIRST
AMENDED JOINT PLAN OF REORGANIZATION OF

      DEBTORS
AND CERTAIN NONDEBTOR AFFILIATES

      UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE

      


      Charys
Holding Company, Inc., Crochet & Borel Services, Inc., Complete Tower
Sources Inc., Mitchell Site Acq. Inc., Cotton Commercial USA, Inc., and LFC,
Inc. propose the following chapter 11 plan pursuant to section 1121(a) of the
Bankruptcy Code:

      


      ARTICLE
I

      


      DEFINITIONS
AND INTERPRETATION

      


      The
following terms used herein shall have the respective meanings set forth
below:

      


      1.1       
    8.75% Senior
Convertible Notes means the 8.75% Senior Convertible Notes due 2012 in
the aggregate original principal amount of $201,250,000 issued by Charys Holding
pursuant to that certain Indenture, dated as of February 16, 2007, by and
between The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New
York Trust Company, N.A.), as trustee, and Charys Holding.

      


      1.2       
    8.75% Senior
Convertible Note Claims means the Charys 8.75% Senior Convertible Note
Claims, and the Affiliated Plan Proponent 8.75% Senior Convertible Note
Claims.

      


      1.3      
     Ad Hoc
Noteholders Committee means the ad hoc committee consisting of certain
holders of 8.75% Senior Convertible Notes, which, among other things, negotiated
certain terms and conditions of this Plan and certain other related documents
and pleadings with the Debtors prior to the Commencement Date.

      


      1.4      
     Administrative
Claims Bar Date has the meaning ascribed to it in Section 2.1 of the
Plan.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.5        
   Administrative
Expense Claim means any Claim constituting a cost or expense of
administration of the Reorganization Cases Allowed under and in accordance with,
as applicable, sections 330, 365, 503(b), 507(a)(2) and 507(b) of the Bankruptcy
Code, including, without limitation, (a) any actual and necessary costs and
expenses, incurred after the Commencement Date, of preserving the Debtors’
estates, (b) any actual and necessary costs and expenses, incurred after the
Commencement Date, of operating the Debtors’ businesses, (c) any indebtedness or
obligations incurred or assumed by the Debtors in Possession during the
Reorganization Cases and (d) any compensation for professional services rendered
and reimbursement of expenses incurred to the extent Allowed by Final
Order.  Any fees or charges assessed against the estates of the
Debtors under section 1930 of chapter 123 of title 28 of the United States Code
is excluded from the definition of Administrative Expense Claim and shall be
paid in accordance with Section 13.8 of the Plan.

      


      1.6        
   Affiliate
has the meaning set forth in section 101(2) of the Bankruptcy Code.

      


      1.7        
   Affiliated Plan
Proponent means CTSI, MSAI, Cotton and LFC, Inc.

      


      1.8       
    Affiliated Plan
Proponent 8.75% Senior Convertible Note Claims means all Claims, rights
and interests against the Affiliated Plan Proponents arising out of or related
to the 8.75% Senior Convertible Notes, the Indenture, and any instruments,
documents or agreements executed in connection therewith, including, without
limitation, all accrued but unpaid interest thereon.

      


      1.9     
      Allowed
means, with reference to any Claim against the Debtors, (a) any Claim against
any Debtor which has been listed by such Debtor in its Schedules (as such
Schedules may be amended by the Debtors from time to time in accordance with
Bankruptcy Rule 1009) as liquidated in amount and not disputed or contingent and
for which no contrary proof of Claim has been filed or no timely objection to
allowance or request for estimation has been interposed, (b) any timely filed
proof of Claim (i) as to which no objection has been or is interposed in
accordance with Section 7.1 of the Plan or such other applicable period of
limitation fixed by the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules or the Bankruptcy Court and as to which any such applicable
period of limitation has expired or (ii) as to which any objection has been
determined by a Final Order to the extent such objection is determined in favor
of the respective holder of such Claim, (c) any Claim expressly allowed by a
Final Order or under the Plan, (d) any Claim that is compromised, settled or
otherwise resolved pursuant to the authority granted to New Holdco and the
Liquidating Trusts (as applicable) pursuant to a Final Order of the Bankruptcy
Court or under Section 7.5 of the Plan; provided, however, that (a)
Claims allowed solely for the purpose of voting to accept or reject the Plan
pursuant to an order of the Bankruptcy Court shall not be considered “Allowed
Claims” and (b) “Allowed Claim” shall not include any Claim subject to
disallowance in accordance with section 502(d) of the Bankruptcy
Code.  Unless otherwise specified in the Plan or by order of the
Bankruptcy Court, “Allowed Administrative Expense Claim” or “Allowed Claim”
shall not, for any purpose under the Plan, include interest on such Claim from
and after the Commencement Date.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      1.10          Ballots
means the forms distributed to each holder of an impaired Claim that is entitled
to vote to accept or reject the Plan on which is to be indicated acceptance or
rejection of the Plan.

      


      1.11          Bankruptcy
Code means title 11 of the United States Code, as amended from time to
time, as applicable to the Reorganization Cases.

      


      1.12          Bankruptcy
Court means the United States Bankruptcy Court for the District of
Delaware or any other court of the United States having jurisdiction over the
Reorganization Cases.

      


      1.13          Bankruptcy
Rules means the Federal Rules of Bankruptcy Procedure as promulgated by
the United States Supreme Court under section 2075 of title 28 of the United
States Code, as amended from time to time.

      


      1.14          Benefit
Plans means the medical and health insurance, life insurance, dental
insurance, and disability benefits and coverage sponsored by Charys Holding;
Benefit Plans shall not include any equity, bonus, stock, option or similar
plans in effect on or prior to the Commencement Date.

      


      1.15      
   Business
Day means any day other than a Saturday, Sunday or any other day on which
commercial banks in New York, New York and Wilmington, Delaware are required or
authorized to close by law or executive order.

      


      1.16          C&B
means Crochet & Borel Services, Inc.

      


      1.17          C&B Class 4
Pro Rata Share means, as of any distribution date under the C&B
Liquidating Trust Agreement, the ratio (expressed as a percentage) of the amount
of an Allowed General Unsecured Claim against C&B in Class 4 to the sum of
(a) the aggregate amount of all Allowed General Unsecured Claims against C&B
in Class 4, and (b) the aggregate of the Disputed Claim Amounts of all Disputed
Claims against C&B in Class 4.

      


      1.18          C&B Equity
Interest means all shares of common or preferred stock or any other
instrument evidencing an ownership interest in C&B, whether or not
transferable, and all options, warrants, conversion rights, rights of first
refusal or other rights, contractual or otherwise, to acquire or receive any
such interests.

      


      1.19          C&B
Liquidating Trust means the liquidating trust established under Section
5.3(a) of the Plan.

      


      1.20          C&B
Liquidating Trust Agreement means the agreement between C&B and the
Trustee, which shall be in form and substance reasonably satisfactory to the
Debtors and Creditors’ Committee, governing the C&B Liquidating Trust, dated
as of the Effective Date, substantially in the form set forth in the Plan
Supplement.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      1.21          C&B
Liquidating Trust Assets means all assets of C&B as of the Effective
Date. 

      


      1.22          C&B
Liquidating Trust Beneficiaries means the holders of Other Secured Claims
against C&B, and General Unsecured Claims against C&B, in each case, as
and when Allowed.

      


      1.23          C&B
Liquidating Trust
Claims Reserve has the meaning ascribed to it in Section
5.3(a)(xiii)(2)(D) of the Plan.

      


      1.24          C&B
Securities Claim means any Claim against C&B, whether or not the
subject of an existing lawsuit, arising from the rescission of a purchase or
sale of a debt security, for damages arising from the purchase or sale of any
such security, or for reimbursement or contribution allowed under section 502 of
the Bankruptcy Code on account of any such Claim.

      


      1.25          C&B 8.75%
Senior Convertible Note Claims means all claims, rights and interests
against C&B arising out of or related to the 8.75% Senior Convertible Notes,
the Indenture, and any instruments documents or agreements executed in
connection therewith, including, without limitation, all accrued but unpaid
interest thereon.

      


      1.26          C&B Trustee
means a trustee or co-trustees, as the case may be, reasonably
satisfactory to the Creditors’ Committee, governing the C&B Liquidating
Trust.

      


      1.27          Cash means
legal tender of the United States of America.

      


      1.28          Charys 8.75%
Senior Convertible Note Claims means all Claims, rights and interests
against Charys Holding arising out of or related to the 8.75% Senior Convertible
Notes, the Indenture, and any instruments, documents or agreements executed in
connection therewith, including, without limitation, all accrued but unpaid
interest thereon.

      


      1.29          Charys
Group means (i) the affiliated group of corporations, within the meaning
of Section 1504 of the Tax Code, of which Charys Holding is the common parent,
and (ii) any other group of corporations filing consolidated, combined or
unitary tax returns for state and local tax purposes that includes any of the
Debtors or their Affiliates, other than any such group that includes solely the
Affiliated Plan Proponents or of which an Affiliated Plan Proponent is the
parent.

      


      1.30          Charys
Holding means Charys Holding Company, Inc.

      


      1.31          Charys Holding
Equity Interests means all shares of common or preferred stock or any
other instrument evidencing an ownership interest in Charys Holding, whether or
not transferable, and all options, warrants, conversion rights, rights of first
refusal, or other rights, contractual or otherwise, to acquire any such
interests.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      1.32          Charys Holding
Securities Claim means any Claim against Charys Holding, whether or not
the subject of an existing lawsuit, arising from the rescission of a purchase or
sale of a debt security, for damages arising from the purchase or sale of any
such security, or for reimbursement or contribution allowed under section 502 of
the Bankruptcy Code on account of any such Claim.

      


      1.33          Charys
Liquidating Trust means the liquidating trust established under Section
5.2 of the Plan.

      


      1.34          Charys
Liquidating Trust Agreement means the agreement between Charys Holding
and the Charys Trustee, which shall be in form and substance reasonably
satisfactory to the Debtors and the Creditors’ Committee, governing the Charys
Liquidating Trust, dated as of the Effective Date, substantially in the form set
forth in the Plan Supplement.

      


      1.35          Charys
Liquidating Trust Assets means (a) all assets of Charys Holding as of the
Effective Date, other than the stock in the Affiliated Plan Proponents to be
distributed to the Disbursing Agent on behalf of the holders of Mirror Note
Claims pursuant to Section 5.2(a)(i)(2)(B); and (b) 6% of the New Equity
Interests.

      


      1.36          Charys
Liquidating Trust Beneficiaries means (i) if any Collateral is
transferred to the Charys Liquidating Trust, such holders of Allowed Secured
Working Capital Claims against Charys Holding or Other Secured Claims against
Charys Holding whose Collateral has been transferred, and (ii) the holders of
General Unsecured Claims against Charys Holding and 8.75% Senior Convertible
Note Claims, in each case, as and when Allowed.

      


      1.37          Charys
Liquidating Trust Claims Reserve has the meaning ascribed to it in
Section 5.2(d)(xiii)(1)(D) of the Plan.

      


      1.38          Charys Trustee
means a trustee or co-trustees, as the case may be, reasonably
satisfactory to the Creditors’ Committee, governing the Charys Liquidating
Trust.

      


      1.39          Claim
means (a) the right to payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, known, unknown, or asserted, or
(b) the right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured, or unsecured.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      1.40          Class 8 General
Unsecured Pro Rata Share means, as of any distribution date under the
Charys Liquidating Trust, the ratio (expressed as a percentage) of the amount of
an Allowed General Unsecured Claim against Charys Holding in Class 8 to the sum
of (a) the aggregate amount of all Allowed General Unsecured Claims against
Charys Holding, in Class 8, (b) the aggregate of the Disputed Claim Amounts of
all Disputed Claims in Charys Holding Class 8, and (c) the aggregate amount of
all Allowed Charys 8.75% Senior Convertible Note Claims.

      


      1.41          Class A C&B
Beneficial Interest means, for federal income tax purposes, the
entitlement of holders of Allowed Other Secured Claims against C&B in
C&B Class 3 to receive distributions from the C&B Liquidating
Trust.  

      


      1.42          Class B C&B
Beneficial Interest means a beneficial interest in the C&B
Liquidating Trust to be issued to holders of Allowed General Unsecured Claims
against C&B in C&B Class 4A, which entitles its holder to receive its
C&B Class 4 Pro Rata Share of distributions (other than distributions to
which a holder of a Class A C&B Beneficial Interest is entitled to receive)
from the C&B Liquidating Trust.

      


      1.43          Class A Charys
Beneficial Interest means, for federal income tax purposes, the
entitlement of holders of Allowed Secured Working Capital Facility Claims
against Charys Holdings in Charys Holding Class 3 and Allowed Other Secured
Claims against Charys Holdings in Charys Holding Class 4 to receive
distributions from the Charys Liquidating Trust.

      


      1.44          Class B Charys
Beneficial Interest means a beneficial interest in the Charys Liquidating
Trust to be issued to holders of Allowed Charys 8.75% Senior Convertible Note
Claims in Charys Holding Class 7, and Allowed General Unsecured Claims against
Charys Holding in Charys Holding Class 8, which entitles its holder to receive
its Class 8 General Unsecured Pro Rata Share or Noteholder Charys Pro Rata Share
(as applicable) of distributions (other than distributions to which a holder of
a Class A Charys Beneficial Interest is entitled to receive) received from the
Charys Liquidating Trust.

      


      1.45          Class 6/7 Pro
Rata Share means the ratio (expressed as a percentage) of the amount of
an Allowed 8.75% Senior Convertible Note Claim or Allowed Mirror Note Claims, as
applicable, to the sum of (a) the aggregate amount of all Allowed 8.75% Senior
Convertible Note Claims and (b) the aggregate amount of all Mirror Note
Claims.

      


      1.45A       Class 7 Pro Rata
Share means the ratio (expressed as a percentage) of the amount of an
Allowed 8.75% Senior Convertible Note Claim to the sum of the aggregate amount
of all Allowed 8.75% Senior Convertible Note Claims.

      


      1.46          Collateral
means any property or interest in property of the estates of any of the Debtors
that is subject to a Lien, charge or other encumbrance to secure the payment or
performance of a Claim, which Lien, charge or other encumbrance is not subject
to avoidance or otherwise invalid under the Bankruptcy Code or applicable state
law.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      1.47          Commencement
Date means February 14, 2008, the date on which the Debtors commenced
their Reorganization Cases.

      


      1.48          Confirmation
Date means the date on which the clerk of the Bankruptcy Court enters the
Confirmation Order on the docket with respect to the Reorganization
Cases.

      


      1.49          Confirmation
Hearing means the hearing conducted by the Bankruptcy Court to consider
confirmation of the Plan, as such hearing may be adjourned or continued from
time to time.

      


      1.50          Confirmation
Order means the order or orders of the Bankruptcy Court, confirming the
Plan pursuant to section 1129 of the Bankruptcy Code.

      


      1.51          Contingent Claim
means any Claim, the liability for which attaches or is dependent upon
the occurrence or happening of, or is triggered by, an event, which event has
not yet occurred, happened or been triggered as of the date on which such Claim
is sought to be estimated or an objection to such Claim is filed, whether or not
such event is within the actual or presumed contemplation of the holder of such
Claim and whether or not a relationship between the holder of such Claim and the
applicable Debtor now or hereafter exists or previously existed.

      


      1.52          Cotton
means Cotton Commercial USA, Inc.

      


      1.53          Cotton Seller
Note Claims mean all Claims arising under or related to any note, debt ,
claim, earn-out agreement, employment agreement or other payment obligations
(including, without limitation, those agreements set forth on Schedule A annexed
to the Cotton Settlement Agreement) incurred by Charys Holding (or any of its
affiliates) in connection with its purchase of that certain business now
operated by Cotton Commercial USA, Inc.

      


      1.54          Cotton Settlement
Agreement means that certain agreement among Charys Holding, Bryan
Michalsky, James Scaife, Randall Thompson, Daryn Ebrecht, Peter Bell, Blake
Stansell, Chad Weigman, Johnny Slaughter, and Russell White, substantially in
the form set forth in the Plan Supplement.

      


      1.55          Creditors’
Committee means the statutory committee of unsecured creditors appointed
in the Reorganization Cases pursuant to section 1102(a) of the Bankruptcy
Code.

      


      1.56          CTSI means
Complete Tower Sources, Inc.

      


      1.57          CTSI / MSAI
Seller Note Claims means all Claims arising under or related to any note,
debt, claim, earn-out agreement, employment agreement or other payment
obligation (including, without limitation, those agreements set forth on
Schedule A annexed to the CTSI / MSAI Settlement Agreement) incurred by Charys
Holding (or any of its affiliates) in connection with its purchase of Complete
Tower Sources Inc. and Mitchell Site Acq. Inc.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      1.58          CTSI / MSAI
Settlement Agreement means that certain agreement among Charys Holding,
Lori Mitchell, Matthew Mitchell, and Carrol Castille, substantially in the form
set forth in the Plan Supplement.

      


      1.59          Debtors
means Charys Holding and C&B.

      


      1.60          Debtors in
Possession means the Debtors in their capacity as debtors in possession
in the Reorganization Cases under sections 1107(a) and 1108 of the Bankruptcy
Code.

      


      1.61          Disallowed
Claim means a Claim or a portion of a Claim that is disallowed in its
entirety by an order of the Bankruptcy Court or such other court of competent
jurisdiction.

      


      1.62          Disbursing
Agent means any entity in its capacity as a disbursing agent under
Sections 6.7 and 6.8 of the Plan.

      


      1.63          Disclosure
Statement means that certain disclosure statement relating to the Plan,
including, without limitation, all exhibits and schedules thereto, as the same
may be amended, supplemented or otherwise modified from time to time, as
approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy
Code.

      


      1.64          Disclosure
Statement Order means the order of the
Bankruptcy Court approving, among other things, the Disclosure Statement and
establishing certain procedures with respect to the solicitation and tabulation
of votes to accept or reject the Plan.

      


      1.65          Disputed
Claim means, (a) with respect to any Administrative Claim, other than an
Administrative Claim that has been Allowed pursuant to the Plan or a Final Order
of the Bankruptcy Court or that was incurred by the Debtors in the ordinary
course of business during the Reorganization Cases, a Claim: that is contingent
or disputed and subject to liquidation through pending or prospective
litigation, including, but not limited to, alleged obligations arising from
personal injury, property damage, products liability, consumer complaints,
employment law, secondary payor liability, or any other disputed legal or
equitable claim based on tort, statute, contract, equity, or common law; or (b)
with respect to any Claim that is not an Administrative Claim, any Claim against
any Debtor, proof of which was timely and properly filed, which is (i) disputed
under the Plan, (ii) as to which the Debtors have interposed a timely objection
and/or request for estimation in accordance with section 502(c) of the
Bankruptcy Code and Bankruptcy Rule 3018, which objection and/or request for
estimation has not been withdrawn or determined by a Final Order, (iii) any
Claim proof of which was required to be filed by order of the Bankruptcy Court
but as to which a proof of claim was not timely or properly filed, and (iv) for
damages based upon the rejection by a Debtor of an executory contract or
unexpired lease under section 365 of the Bankruptcy Code and as to which the
applicable bar date has not passed.  A Claim that is disputed by the
Debtors as to its amount only, shall be deemed Allowed in the amount the Debtors
admit owing, if any, and disputed as to the excess.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      1.66          Disputed Claim
Amount means the Estimated Amount of a Disputed Claim, or, if no
Estimated Amount exists, the amount set forth in the proof of claim relating to
such Disputed Claim as the liquidated amount of such Disputed
Claim.

      


      1.67          Distribution
Record Date means the record date for determining entitlement to receive
distributions under the Plan on account of Allowed Claims, which date shall be
(a) for all holders of Claims other than holders of 8.75% Senior Convertible
Note Claims or Mirror Note Claims, the third (3rd) Business Day after the
Confirmation Date at 5:00 p.m. prevailing Eastern time; and (b) for all holders
of 8.75% Senior Convertible Note Claims or Mirror Note Claims, 5:00 p.m.
prevailing Eastern time the third Business Day prior to the Effective
Date.

      


      1.68          Effective
Date means a Business Day selected by the Debtors, with the prior consent
of the Creditors’ Committee, on or after the Confirmation Date, on which (a) no
stay of the Confirmation Order is in effect and (b) the conditions precedent to
the effectiveness of the Plan specified in Section 10.1 of the Plan shall have
been satisfied or waived as provided in Section 10.2 of the Plan.

      


      1.69          Equity
Interest means collectively the Charys Holding Equity Interests and the
C&B Equity Interests.  

      


      1.70          Estimated
Amount means the estimated dollar value of an Unliquidated Claim,
Disputed Claim, or Contingent Claim pursuant to section 502(c) of the Bankruptcy
Code or as otherwise agreed to between the holder of such Claim and the
applicable Debtor, New Holdco or the Liquidating Trusts (as applicable), with
the prior consent of the Creditors’ Committee, or as otherwise determined by
Bankruptcy Court.

      


      1.71          Final
Order means an order or judgment of a court of competent jurisdiction
that has been entered on the docket maintained by the clerk of such court and
has not been reversed, vacated or stayed and as to which (a) the time to appeal,
petition for certiorari
or move for a new trial, reargument or rehearing has expired and as to
which no appeal, petition for certiorari or other
proceedings for a new trial, reargument or rehearing shall then be pending or
(b) if an appeal, writ of certiorari, new trial,
reargument or rehearing thereof has been sought, (i) such order or judgment
shall have been affirmed by the highest court to which such order was appealed,
certiorari shall have
been denied or a new trial, reargument or rehearing shall have been denied or
resulted in no modification of such order and (ii) the time to take any further
appeal, petition for certiorari, or move for a new
trial, reargument or rehearing shall have expired; provided, however, that the
possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure,
or any analogous rule under the Bankruptcy Rules or the Local Bankruptcy Rules,
may be filed relating to such order shall not prevent such order from being a
Final Order.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      1.72          Funding
Arrangement means an arrangement, on the terms set forth in the Funding
Arrangement Agreement, by which New Holdco will transfer monies to the
Liquidating Trusts on the Effective Date and by which the Liquidating Trusts
will pay New Holdco the net proceeds of all recoveries made, until such time as
New Holdco shall have received its initial transfer plus a rate of return
specified in the Funding Arrangement Agreement.

      


      1.73          Funding
Arrangement Agreement means an agreement between the Liquidating Trustees
and New Holdco, substantially in the form contained in the Plan
Supplement.

      


      1.74          General Unsecured
Claim means any Claim against the Debtors (as applicable) other than an
Administrative Expense Claim, Priority Tax Claim, Other Priority Claim, Secured
Tax Claim, Secured Working Capital Facility Claim, Other Secured Claim, Cotton
Seller Note Claim, CTSI / MSAI Seller Note Claims, 8.75% Senior Convertible Note
Claim, Subordinated Note Claim, Mirror Note Claim, or Intercompany
Claim.

      


      1.74A       Imperium
Claims means all Claims of Imperium Advisors, LLC, Imperium Master Fund,
Ltd., JED Family Trust, and John Michaelson against the Debtors and their
affiliates.

      


      1.75          Indenture
means that certain Indenture, dated as of February 16, 2007, by and between The
Bank of New York Mellon Trust Company, N.A., as trustee, and Charys Holding,
under which the 8.75% Senior Convertible Notes were issued, as such Indenture
has been amended, modified or supplemented from time to time.

      


      1.76          Indenture
Trustee means the indenture trustee under the Indenture.

      


      1.77          Indenture Trustee
Fees means the reasonable and customary fees and expenses of the
Indenture Trustee as provided in the Indenture, including, without limitation,
reasonable attorneys’ fees and disbursements incurred by the Indenture Trustee,
whether prior to or after the Effective Date.

      


      1.78          Intercompany
Claim means any Claim against any Debtor held by another Debtor or by a
Non-Debtor Subsidiary or Affiliate.

      


      1.79          Lien means
a charge against or interest in property of the Debtors to secure payment of a
debt or performance of an obligation owed by the Debtors.  For
purposes of the Plan, the term shall not include (a) a lien resulting from the
provisions of chapter 5 of the Bankruptcy Code or (b) a lien that has been or
may be avoided pursuant to chapter 5 of the Bankruptcy Code.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      1.80          Liquidating
Trusts means the C&B Liquidating Trust and the Charys Liquidating
Trust.

      


      1.81          Liquidating
Trustees means the C&B Trustee and the Charys Trustee.

      


      1.82          Liquidating Trust
Agreements means the C&B Liquidating Trust Agreement and the Charys
Liquidating Trust Agreement.

      


      1.83          Local Bankruptcy
Rules means the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware as amended from time
to time.

      


      1.84          Mirror
Notes means, collectively, (i) the 8.75% Senior Convertible Note due 2012
to Lori Mitchell in the approximate original principal amount of $2.569 million,
(ii) the 8.75% Senior Convertible Note due 2012 to Matthew Mitchell in the
approximate original principal amount of $2.590 million, and (iii) the 8.75%
Senior Convertible Note due 2012 to Carrol Castille in the approximate original
principal amount of $2.84 million.

      


      1.85          Mirror Note
Claims means all Claims arising under the Mirror Notes.

      


      1.86          Intentionally
Omitted.

      


      1.87          MSAI means
Mitchell Site Acq. Inc.

      


      1.88          New Equity
Interests means the equity interests of New Holdco (i) authorized and
issued and to be delivered to holders of certain Allowed Claims under the
Plan.

      


      1.89          New Employment
Agreements means any employment contracts, to be entered into on
Effective Date by New Holdco and the individuals set forth in the Plan
Supplement, including Michael F. Oyster, which New Employment Agreements shall
be substantially in the form set forth in the Plan Supplement.

      


      1.90          New Holdco
means a new Delaware corporation to be organized on or before the Effective
Date.

      


      1.91          New
Organizational Documents means each certificate of incorporation,
certificate of formation, bylaws, and other organizational document for New
Holdco, in form and substance reasonably acceptable to Charys Holding and the
Creditors’ Committee, and substantially in the forms set forth in the Plan
Supplement.

      


      1.92          New Secured
Notes means the senior secured notes to be issued by New Holdco under the
Plan to holders of Allowed Claims in Classes 6 and 7 in the aggregate principal
amount of $20 million, due on the fourth anniversary of the Effective Date,
bearing interest at the rate of 15% per annum and having the other principal
terms as set forth in Exhibit A to the Plan, which Exhibit shall be in the Plan
Supplement.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      1.93          New Secured Note
Indenture means the indenture, dated as of the Effective Date, between
New Holdco and an indenture trustee to be selected by Charys Holding with the
prior consent of the Creditors’ Committee, governing the New Secured Notes,
which shall be substantially in the form set forth in the Plan
Supplement.

      


      1.94          Non-Debtor
Subsidiary means any direct or indirect Subsidiary of Charys Holding that
is not a Debtor.

      


      1.95          Non-Released
Parties means Troy Crochet, Billy Ray, Jr., Michael Brown, and McMahan
Securities Co. L.P.

      


      1.96          Noteholder Charys
Pro Rata Share means as of any distribution date under the Charys
Liquidating Trust, the ratio (expressed as a percentage) of the amount of an
Allowed 8.75% Senior Convertible Note Claim to the sum of (a) the aggregate
amount of all Allowed 8.75% Senior Convertible Note Claims, (b) the aggregate
amount of all Allowed General Unsecured Claims against Charys Holding in Charys
Holding Class 8, and (c) the aggregate of the Disputed Claim Amounts of all
Disputed Claims in Charys Holding Class 8.

      


      1.97          Other Priority
Claim means a Claim entitled to priority in payment as specified in
section 507(a)(4), (5), (6) or (7) of the Bankruptcy Code.

      


      1.98          Other Secured
Claim means a Secured Claim other than a Secured Tax Claim, or Secured
Working Capital Facility Claim.

      


      1.99          Person
means an individual, partnership, corporation, limited liability company,
cooperative, trust, unincorporated organization, association, joint venture,
government unit or agency or political subdivision thereof or any other form of
legal entity or enterprise.

      


      1.100        Plan means
this First Amended Joint Plan of Reorganization, including, without limitation,
the exhibits and schedules hereto or contained in the Plan Supplement, as the
same may be amended or modified from time to time in accordance with the
provisions of the Bankruptcy Code and the terms hereof.

      


      1.101        Plan
Proponents means, collectively, the Debtors and the Affiliated Plan
Proponents.

      


      1.102        Plan
Supplement means the supplement to the Plan containing certain documents
relevant to the implementation of the Plan, which shall be in form and substance
reasonably acceptable to the Debtors and the Creditors’ Committee and shall
include, but is not limited to, the lists of the initial members of the New
Board of New Holdco, the list of executory contracts and unexpired leases to be
assumed pursuant to the Plan, the New Secured Note Indenture, the New Employment
Agreements, the Settlement Agreements, the New Organizational Documents, and the
New Management Incentive Plan and the Liquidating Trust
Agreements.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      1.103        Priority Tax
Claim means any Claim of a governmental unit of the kind entitled to
priority in payment as specified in sections 502(i) and 507(a)(8) of the
Bankruptcy Code.

      


      1.104        Proponent
Inclusive Group means each Charys Group of which any of the Affiliated
Plan Proponents is a member.

      


      1.105        Reorganization
Cases means the jointly administered cases commenced by the Debtors under
chapter 11 of the Bankruptcy Code.

      


      1.106        Restructuring
Transactions has the meaning set forth in Section 5.2(a)(i) of the
Plan.

      


      1.107        Schedules
means, collectively, the schedules of assets and liabilities, schedules of
executory contracts and unexpired leases and statements of financial affairs
filed by the Debtors under section 521 of the Bankruptcy Code, Bankruptcy Rule
1007 and the Official Bankruptcy Forms in the Reorganization Cases, as may have
been amended or supplemented from time to time in accordance with Bankruptcy
Rule 1009 or orders of the Bankruptcy Court.

      


      1.108        Secured
Claim means any Claim that is secured by a Lien on property in which a
Debtor’s estate has an interest to the extent of the value of such property, as
determined in accordance with section 506(a) of the Bankruptcy Code, or, in the
event that such Claim is subject to a permissible setoff under section 553 of
the Bankruptcy Code, to the extent of such permissible setoff, or, in either
case as otherwise agreed upon in writing by the Debtors (with the consent of the
Creditors’ Committee), or the Liquidating Trusts (as applicable) and the holder
of such Claim.

      


      1.109        Secured Tax
Claim means any Secured Claim that, absent its secured status, would be
entitled to priority in right of payment under section 507(a)(8) of the
Bankruptcy Code (determined irrespective of any time limitations therein) and
including any related Secured Claim for penalties.

      


      1.110        Secured Working
Capital Facility Claims means any and all Secured Claims arising under
Charys Holding’s guaranty of a working capital facility provided to any of its
Affiliates.

      


      1.111        Settlement
Agreements means the Cotton Settlement Agreement, and the CTSI / MSAI
Settlement Agreement.

      


      1.112        Subordinated Debt
Claims means all Claims arising under (i) the Subordinated Unsecured
Convertible Note executed on May 18, 2007, but effective as of April 30, 2007,
by Charys Holding Company, Inc. payable to Gottbetter Capital Master, Ltd. in
the amount of $8,354,043.00; (ii) the Subordinated Unsecured Convertible Note
executed on May 18, 2007, but effective as of April 30, 2007, by Charys Holding
Company, Inc. payable to Castlerigg Master Investments, Ltd. in the amount of
$5,012,426.00; (iii) the  Subordinated Unsecured Convertible Note
executed on May 18, 2007, but effective as of April 30, 2007, by Charys Holding
Company, Inc. payable to UBS O'Connor LLC F/B/O/ O'Connor Pipes Corporate
Strategies Master Ltd. in the amount of $1,670,809.00; and (iv) the Subordinated
Unsecured Convertible Note issued January 1, 2007, by Charys Holding Company,
Inc. payable to Jade Special Strategy, LLC in the amount of
$380,000.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      1.113        Tax Code
means the Internal Revenue Code of 1986, as amended.

      


      1.114        U.S.
Trustee means the United States Trustee appointed under section 581 of
title 28 of the United States Code to serve in the District of
Delaware.

      


      1.115        Unimpaired
means, with respect to any Claim, that such Claim is not impaired within the
meaning of section 1124 of the Bankruptcy Code.

      


      1.116        Unliquidated
Claim means any Claim, the amount of liability for which has not been
fixed, whether pursuant to agreement, applicable law or otherwise, as of the
date on which such Claim is asserted or sought to be estimated.

      


      1.117        Voting Record
Date means, February 17, 2009 for all creditors entitled to vote on the
Plan.

      


      Unless
otherwise specified, all Section, Article, schedule or exhibit references in the
Plan are to the respective Section in, Article of or schedule or exhibit to the
Plan or the Plan Supplement, as the same may be amended, waived or modified from
time to time.  The words “herein,” “hereof,” “hereto,” “hereunder” and
other words of similar import refer to the Plan as a whole and not to any
particular section, subsection or clause contained in the Plan.  A
term used herein that is not defined herein shall have the meaning ascribed to
that term in the Bankruptcy Code.  The rules of construction contained
in section 102 of the Bankruptcy Code shall apply to the construction of the
Plan.  In the event that a particular term of the Plan of
Reorganization (including any exhibits or schedules hereto) conflicts with a
particular term of the definitive documentation required to be implemented
pursuant to the terms of the Plan of Reorganization or any settlement or other
agreement contemplated hereunder, the definitive documentation shall control and
shall be binding on the parties thereto.  The headings in the Plan are
for convenience of reference only and shall not limit or otherwise affect the
provisions hereof.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      ARTICLE
II

      


      PROVISIONS
FOR PAYMENT OF ADMINISTRATIVE

      EXPENSES
AND PRIORITY TAX CLAIMS

      


      
        	
                 
      

              	
                2.1

              	
                Administrative
      Expense Claims.

              


      

      


      Except to
the extent that any entity entitled to payment of any Allowed Administrative
Expense Claim agrees to a different treatment, on the latest of (i) the
Effective Date, (ii) the date on which its Administrative Expense Claim becomes
an Allowed Administrative Expense Claim, or (iii) the date on which its
Administrative Expense Claim becomes payable under any agreement relating
thereto, or as soon as practicable thereafter, each holder of an Allowed
Administrative Expense Claim shall receive from the applicable Liquidating
Trustee, in full satisfaction, settlement, and release of and in exchange for
such Allowed Administrative Expense Claim, Cash equal to the unpaid portion of
its Allowed Administrative Expense Claim.  Notwithstanding the
forgoing, (a) any Allowed Administrative Expense Claim based on a liability
incurred by the Debtors in the ordinary course of business during the
Reorganization Cases shall be paid by the applicable Liquidating Trustee in the
ordinary course of business, in accordance with the terms and conditions of any
agreement relating thereto and (b) any Allowed Administrative Expense Claim may
be paid on such other terms as may be agreed on between the holder of such Claim
and the Debtors, with the prior consent of the Creditors’
Committee.

      


      All
Administrative Expense Claims not otherwise paid in the ordinary course of the
Debtors’ business must be filed with the Bankruptcy Court before the
Administrative Claims Bar Date.  For purposes hereof and for the
Reorganization Cases, the “Administrative Claims Bar Date” shall be twenty (20)
days before the date scheduled for the Confirmation Hearing.  Unless
the applicable Liquidating Trustee objects to an Administrative Claim within
thirty-five (35) days after receipt, such Administrative Claim shall be deemed
Allowed in the amount requested (to the extent such amount is in a liquidated
amount).  In the event that an objection is filed to an Administrative
Claim, the Bankruptcy Court shall determine the Allowed amount, if any, of such
Administrative Claim.

      


      
        	
                 
      

              	
                2.2

              	
                Professional
      Compensation and Reimbursement
Claims.

              


      

      


      All
entities seeking awards by the Bankruptcy Court of compensation for services
rendered or reimbursement of expenses incurred through and including the
Confirmation Date under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4) or
503(b)(5) of the Bankruptcy Code shall (a) file, on or before the date that is
forty-five (45) after the Effective Date their respective applications for final
allowances of compensation for services rendered and reimbursement of expenses
incurred and (b) be paid in full by the applicable Liquidating Trustee, in Cash,
in such amounts as are Allowed by the Bankruptcy Court in accordance with the
order relating to or allowing any such Administrative Expense Claim or upon such
other terms as may be mutually agreed upon between the holder of such
Administrative Expense Claim and the Debtors, with the prior consent of the
Creditors’ Committee, or, if on or after the Effective Date, the applicable
Liquidating Trustee.  The Debtors, are authorized to pay compensation
for services rendered or reimbursement of expenses incurred after the
Confirmation Date in the ordinary course of business and without the need for
Bankruptcy Court approval.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                2.3

              	
                Indenture
      Trustee Fees.

              


      

      


      The
Indenture Trustee Fees shall be paid in Cash on the Effective Date by New
Holdco, without the need for application to, or approval of, the Bankruptcy
Court.

      


      To the
extent that the Indenture Trustee provides services related to distributions
pursuant to the Plan (including, but not limited to, the services referenced in
Section 6.10(a) of the Plan), such Indenture Trustee will receive from the
Charys Trustee, without further Bankruptcy Court approval, reasonable
compensation for such services and reimbursement of reasonable expenses,
including, but not limited to, reasonable attorneys’ fees and expenses, incurred
in connection with such services.  These payments will be made on
terms agreed to by the Indenture Trustee and the Charys Trustee.

      


      
        	
                 
      

              	
                2.4

              	
                Priority
      Tax Claims.

              


      

      


      On the
later of (i) the Effective Date or (ii) the date such Priority Tax Claim becomes
an Allowed Priority Tax Claim, or as soon as practicable thereafter, each holder
of an Allowed Priority Tax Claim shall receive from the applicable Liquidating
Trust in full satisfaction, settlement, and release of and in exchange for such
Allowed Priority Tax Claim, in the sole discretion of the Debtors, with the
prior consent of the Creditors Committee (a) Cash in an amount equal to such
Allowed Priority Tax Claim, (b) equal annual Cash payments aggregating an amount
equal to such Allowed Priority Tax Claim, together with interest for a period
after the Effective Date at the applicable non-bankruptcy rate over a period not
exceeding five (5) years after the Commencement Date, subject to the applicable
Liquidating Trustee’s sole option to prepay the entire amount of the Allowed
Priority Tax Claim; provided that the payments
under this clause (b) shall represent a percentage recovery at least equal to
that expected to be received by the most favored Class of nonpriority unsecured
Claims against Charys Holding or C&B, as applicable, or (c) such other
treatment as to which the Debtors, with the prior consent of the Creditors’
Committee, or the Liquidating Trustees, as applicable, and such holder shall
have agreed upon in writing; provided, however, that no
holder of an Allowed Priority Tax Claim shall be entitled to any payments on
account of any pre-Effective Date interest or penalty accrued on, or after the
Commencement Date with respect to or in connection with such Allowed Priority
Tax Claim.  The applicable Liquidating Trustee’s or the applicable
Disbursing Agent’s failure to make any required payment to the holder of an
Allowed Priority Tax Claim in accordance with the terms of this paragraph shall
be an event of default.  The holder of any Allowed Priority Tax Claim
on which required payments have not been made shall provide written notice to
the applicable Liquidating Trustee and counsel for New Holdco of such default,
which default may be cured within twenty (20) days from the receipt of such
notice.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      ARTICLE
III

      


      CLASSIFICATION
OF CLAIMS AND

      EQUITY
INTERESTS, IMPAIRMENT AND VOTING

      


      The
following table designates the classes of Claims against and equity interests in
the Debtors and specifies which of those classes are impaired or Unimpaired by
the Plan and entitled to vote to accept or reject the Plan in accordance with
section 1126 of the Bankruptcy Code or are deemed to accept or reject the
Plan.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Class

                                              	
                                                Designation

                                              	
                                                Impairment

                                              	
                                                Entitled
      to Vote

                                              
	 
      	 
      	 
      	 
      
	
                                                Charys
      Holding Class 1

                                              	
                                                Other
      Priority Claims Against Charys Holding

                                              	
                                                Unimpaired

                                              	
                                                No
      (deemed to accept)

                                              
	
                                                Charys
      Holding Class 2

                                              	
                                                Secured
      Tax Claims Against Charys Holding

                                              	
                                                Unimpaired

                                              	
                                                No
      (deemed to accept)

                                              
	
                                                Charys
      Holding Class 3

                                              	
                                                Secured
      Working Capital Facility Claims Against Charys Holding

                                              	
                                                Unimpaired

                                              	
                                                No
      (deemed to accept)

                                              
	
                                                Charys
      Holding Class 4

                                              	
                                                Other
      Secured Claims Against Charys Holding

                                              	
                                                Unimpaired

                                              	
                                                No
      (deemed to accept)

                                              
	
                                                Charys
      Holding Class 5

                                              	
                                                Cotton
      Seller Note Claims

                                              	
                                                Impaired

                                              	
                                                Yes

                                              
	
                                                Charys
      Holding Class 6

                                              	
                                                CTSI
      / MSAI Seller Note Claims and Mirror Note Claims

                                              	
                                                Impaired

                                              	
                                                Yes

                                              
	
                                                Charys
      Holding Class 7

                                              	
                                                8.75%
      Senior Convertible Note Claims

                                              	
                                                Impaired

                                              	
                                                Yes

                                              
	
                                                Charys
      Holding Class 8

                                              	
                                                General
      Unsecured Claims Against Charys Holding

                                              	
                                                Impaired

                                              	
                                                Yes

                                              
	
                                                Charys
      Holding Class 9

                                              	
                                                Subordinated
      Debt Claims

                                              	
                                                Impaired

                                              	
                                                No
      (deemed to reject)

                                              
	
                                                Charys
      Holding Class 10

                                              	
                                                Charys
      Holding Securities Claims

                                              	
                                                Impaired

                                              	
                                                No
      (deemed to
reject)

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Class

                                      	
                                        Designation

                                      	
                                        Impairment

                                      	
                                        Entitled
      to Vote

                                      
	 
      	 
      	 
      	 
      
	
                                        Charys
      Holding Class 11

                                      	
                                        Charys
      Holding Equity Interests

                                      	
                                        Impaired

                                      	
                                        No
      (deemed to reject)

                                      
	
                                        C&B
      Class 1

                                      	
                                        Other
      Priority Claims Against C&B

                                      	
                                        Unimpaired

                                      	
                                        No
      (deemed to accept)

                                      
	
                                        C&B
      Class 2

                                      	
                                        Secured
      Tax Claims Against C&B

                                      	
                                        Unimpaired

                                      	
                                        No
      (deemed to accept)

                                      
	
                                        C&B
      Class 3

                                      	
                                        Other
      Secured Claims Against C&B

                                      	
                                        Impaired

                                      	
                                        Yes

                                      
	
                                        C&B
      Class 4A

                                      	
                                        General
      Unsecured Claims Against C&B

                                      	
                                        Impaired

                                      	
                                        Yes

                                      
	
                                        C&B
      Class 4B

                                      	
                                        C&B
      8.75% Senior Convertible Note Claims

                                      	
                                        Impaired

                                      	
                                        No
      (deemed to reject)

                                      
	
                                        C&B
      Class 5

                                      	
                                        C&B
      Securities Claims

                                      	
                                        Impaired

                                      	
                                        No
      (deemed to reject)

                                      
	
                                        C&B
      Class 6

                                      	
                                        C&B
      Equity Interests

                                      	
                                        Impaired

                                      	
                                        No
      (deemed to
reject)

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      ARTICLE
IV

      


      PROVISIONS
FOR TREATMENT OF CLAIMS AND EQUITY INTERESTS

      


      
        	
                 
      

              	
                4.1

              	
                Charys
      Holding Class 1 (Other Priority Claims Against Charys
      Holding).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 1 is Unimpaired by the
Plan.  Each holder of an Allowed Other Priority Claim against Charys
Holding is conclusively presumed to have accepted the Plan and is not entitled
to vote to accept or reject the Plan.

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Other Priority Claim against Charys
Holding agrees to a different treatment with Charys Holding, with the prior
consent of the Creditors’ Committee, each holder of an Allowed Other Priority
Claim against Charys Holding shall receive from the Charys Liquidating Trust, in
full satisfaction of such Claim, Cash in an amount equal to the Allowed amount
of such Claim on, or as soon as reasonably practicable after, the later of (i)
the Effective Date, (ii) and the date such Claim becomes Allowed, and (iii) the
date for payment provided by any agreement or understanding between Charys
Holding and the holder of such Claim.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.2

              	
                Charys
      Holding Class 2  (Secured Tax Claims Against Charys
      Holding).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 2 is Unimpaired by the
Plan.  Each holder of an Allowed Secured Tax Claim against Charys
Holding is conclusively presumed to have accepted the Plan and is not entitled
to vote to accept or reject the Plan.

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Secured Tax Claim against Charys
Holding agrees to a different treatment with Charys Holding, with the prior
consent of the Creditors’ Committee, each holder of an Allowed Secured Tax Claim
against Charys Holding shall receive from the Charys Liquidating Trust, at the
option of Charys Holding, with the consent of the Creditors’ Committee on the
later of the Effective Date or the date such Secured Tax Claim becomes an
Allowed Secured Tax Claim, or as soon as practicable thereafter, (i) Cash in an
amount equal to such Allowed Secured Tax Claim, including any interest on such
Allowed Secured Tax Claim required to be paid pursuant to section 506(b) of the
Bankruptcy Code, or (ii) equal annual Cash payments commencing on the above date
in an aggregate amount equal to such Allowed Secured Tax Claim, together with
interest for the period after the Effective Date at the applicable
non-bankruptcy rate, over a period through the fifth (5th) anniversary of the
Commencement Date, subject to the Charys Trustee’s sole option to prepay the
entire amount of the Allowed Secured Tax Claim, provided that the first
payment shall represent a percentage recovery at least equal to that expected to
be received by the most favored Class of nonpriority unsecured Claims against
Charys Holding, or (iii) deferred Cash Payments upon such other terms determined
by the Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim
a value, as of the Effective Date, equal to such Allowed Secured Tax
Claim.  In the event Charys Holding treats a Claim under clause (i) of
this Section, any Liens securing such Secured Tax Claim shall be deemed released
as of the Effective Date.

      


      
        	
                 
      

              	
                4.3

              	
                Charys
      Holding Class 3  (Secured Working Capital Facility Claims
      Against Charys Holding).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 3 is Unimpaired by the
Plan.  Each holder of an Allowed Secured Working Capital Facility
Claim against Charys Holding is conclusively presumed to have accepted the Plan
and is not entitled to vote to accept or reject the Plan.

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Secured Working Capital Facility Claim
against Charys Holding agrees to a different treatment with Charys Holding, with
the prior consent of the Creditors’ Committee, each holder of an Allowed Secured
Working Capital Facility Claim against Charys Holding shall receive from the
Charys Liquidating Trust on or as soon as practicable after the later of the (a)
Effective Date or (b) date on which such Claim becomes Allowed, in full
satisfaction of such Claim, at the option of Charys Holding, with the consent of
the Creditors’ Committee (i) Cash in an amount equal to the Allowed amount of
such Allowed Secured Working Capital Facility Claim; (ii) the proceeds of the
sale or disposition of the Collateral securing such Allowed Secured Working
Capital Facility Claim to the extent of the value of the holder’s secured
interest in such Collateral, (iii) the Collateral securing such Allowed Secured
Working Capital Facility Claim, or (iv) such other distribution as necessary to
satisfy the requirements of section 1124 of the Bankruptcy Code.  In
the event such a Claim is treated under clauses (i) or (ii) of this Section, the
Liens securing such Secured Working Capital Facility Claim shall be deemed
released as of the Effective Date.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (c)           Tax Treatment of
Post-Effective Date Receipt of Collateral Proceeds.  In the
event that such a Claim is to be satisfied under Section 4.3(b)(ii) by the
Charys Liquidating Trust, each holder of an Allowed Secured Working Capital
Facility Claim against Charys Holding shall, for federal income tax purposes, be
treated as having received on the Effective Date a Class A Charys Beneficial
Interest in the Charys Liquidating Trust and all parties (including the Debtors,
the Charys Trustee, and the Charys Liquidating Trust Beneficiaries) shall report
consistently therewith for federal income tax purposes.

      


      
        	
                 
      

              	
                4.4

              	
                Charys
      Holding Class 4 (Other Secured Claims Against Charys
      Holding).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 4 is Unimpaired by the
Plan.  Each holder of an Allowed Other Secured Claim against Charys
Holding is conclusively presumed to have accepted the Plan and is not entitled
to vote to accept or reject the Plan.

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Other Secured Claim against Charys
Holding agrees to a different treatment with Charys Holding, with the prior
consent of the Creditors’ Committee, each holder of an Allowed Other Secured
Claim against Charys Holding shall receive from the Charys Liquidating Trust on
or as soon as practicable after the later of the (a) Effective Date or (b) date
on which such Claim becomes Allowed, in full satisfaction of such Claim, at the
option of Charys Holding, with the consent of the Creditors’ Committee (i) Cash
in an amount equal to one hundred percent (100%) of the Allowed amount of such
Allowed Other Secured Claim; (ii) the proceeds of the sale or disposition of the
Collateral securing such Allowed Other Secured Claim to the extent of the value
of the holder’s secured interest in such Collateral, (iii) the Collateral
securing such Allowed Other Secured Claim, or (iv) such other distribution as
necessary to satisfy the requirements of section 1124 of the Bankruptcy
Code.  In the event such a Claim is treated under clauses (i) or (ii)
of this Section, the Liens securing such Secured Other Secured Claim shall be
deemed released as of the Effective Date.

      


      (c)           Tax Treatment Post–Effective
Date Right to Collateral Proceeds.  In the event that such a
Claim is to be satisfied under Section 4.4(b)(ii) by the Charys Liquidating
Trust, each holder of an Allowed Other Secured Claim against Charys Holding
shall, for federal income tax purposes, be treated as having received on the
Effective Date a Class A Charys Beneficial Interest in the Charys Liquidating
Trust and all parties (including the Debtors, the Charys Trustee, and the Charys
Liquidating Trust Beneficiaries) shall report consistently therewith for federal
income tax purposes.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.5

              	
                Charys
      Holding Class 5 (Cotton Seller Note
  Claims).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 5 is impaired by the
Plan.  Each holder of an Allowed Cotton Seller Note Claim against
Charys Holding is entitled to vote to accept or reject the Plan.

      


      (b)           Distributions.  Each
holder of an Allowed Cotton Seller Note Claim shall receive, in full
satisfaction of such Allowed Claim, the treatment provided for in the Cotton
Settlement Agreement.  Each holder of a Cotton Seller Note Claim,
effective as of the Effective Date, waives and releases, and shall be deemed to
have waived and released any and all Claims against C&B and each non-Debtor
Subsidiary (including, all Affiliated Plan Proponents) with respect to or in any
way related to the Cotton Seller Note Claims (including, without limitation, any
guaranty obligations with respect thereto).

      


      (c)           Releases.  On
and effective as of the Effective Date, the Debtors and their respective
estates, New Holdco and each of their respective subsidiaries and the
Liquidating Trusts shall release and shall be deemed to have released each of
the holders of the Cotton Seller Note Claims from (i) all claims arising under
chapter 5 of the Bankruptcy Code, including, without limitation, all such claims
arising from or in connection with Charys Holding’s acquisition of Cotton or any
transfers made to any of the holders of the Cotton Seller Note Claims on account
thereof prior to the Commencement Date; and (ii) all other claims of any nature,
known or unknown, other than, in each case, claims for fraud, willful misconduct
or gross negligence.  On the Effective Date, each of the holders of
the Cotton Seller Note Claims shall release and shall be deemed to release each
of the Debtors and their affiliates from all claims arising from or in
connection with Charys Holding’s acquisition of Cotton.

      


      
        	
                 
      

              	
                4.6

              	
                Charys
      Holding Class 6 (CTSI / MSAI  Seller Note Claims and Mirror Note
      Claims).

              


      

      


      (a)           The
(i) Mirror Note Claims shall be deemed Allowed in the aggregate amount of $8
million and the CTSI/MSAI Seller Note Claims shall be deemed Allowed in the
aggregate amount of $19.6 million, for all purposes of the Plan and these
Reorganization Cases.

      


      (b)           Impairment and
Voting.  Charys Holding Class 6 is impaired by the
Plan.  Each holder of an Allowed CTSI / MSAI Seller Note Claim and
Allowed Mirror Note Claim against Charys Holding is entitled to vote to accept
or reject the Plan.

      


      (c)           Distributions.  Each
holder of an Allowed CTSI / MSAI Seller Note Claim and Allowed Mirror Note Claim
shall receive from Charys Holding, in full satisfaction of such Allowed Claim,
the treatment provided for in the CTSI / MSAI Settlement Agreement, which shall
include, inter alia,
receipt, in accordance with the Restructuring Transactions, of its Class 6/7 Pro
Rata Share of the New Secured Notes.  Each holder of a CTSI / MSAI
Seller Note Claim and a Mirror Note Claim, effective as of the Effective Date,
waives and releases, and shall be deemed to have waived and released any and all
Claims against C&B and each non-Debtor Subsidiary (including, all Affiliated
Plan Proponents) with respect to or in any way related to the CTSI / MSAI Seller
Note Claims and the Mirror Notes (including, without limitation, any guaranty
obligations with respect thereto).


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      (d)           Releases.  On
and effective as of the Effective Date, the Debtors and their respective
estates, New Holdco and each of their respective subsidiaries and the
Liquidating Trusts shall release and shall be deemed to have released each of
the holders of the CTSI/MSAI Seller Note Claims from (i) all claims arising
under chapter 5 of the Bankruptcy Code, including, without limitation, all such
claims arising from or in connection with Charys Holding’s acquisition of CTSI
or MSAI or any transfers made to any of the holders of the CTSI/MSAI Seller Note
Claims on account thereof prior to the Commencement Date; and (ii) all other
claims of any nature, known or unknown, other than, in each case, claims for
fraud, willful misconduct or gross negligence.  On the Effective Date,
each of the holders of the CTSI/MSAI Seller Note Claims shall release and shall
be deemed to release each of the Debtors and their affiliates from all claims
arising from or in connection with Charys Holding’s acquisition of CTSI or
MSAI.

      


      
        	
                 
      

              	
                4.7

              	
                Charys
      Holding Class 7 (8.75% Senior Convertible Note
    Claims).

              


      

      


      (a)           The
8.75% Senior Convertible Note Claims shall be deemed Allowed in the amount of
$210 million for all purposes of the Plan and these Reorganization
Cases.

      


      (b)           Impairment and
Voting.  Charys Holding Class 7 is impaired by the
Plan.  Each holder of an Allowed 8.75% Senior Convertible Note Claim
as of the Voting Record Date is entitled to vote to accept or reject the
Plan.

      


      (c)           Distributions.  Each
holder of an Allowed 8.75% Senior Convertible Note Claim shall receive on the
Effective Date, in accordance with the Restructuring Transactions, in full
satisfaction of such Claim (i) its Class 6/7 Pro Rata Share of the New Secured
Notes, (ii) its Class 7 Pro Rata Share of 94% of the New Equity Interests, and
(iii) its Class B Charys Beneficial Interests in the Charys Liquidating
Trust.  Each holder of a 8.75% Senior Convertible Note Claim,
effective as of the Effective Date, waives and releases, and shall be deemed to
have waived and released any and all Claims against C&B and each non-Debtor
Subsidiary with respect to or in any way related to the 8.75% Senior Convertible
Notes, including, without limitation, any guaranty obligations with respect
thereto.

      


      
        	
                 
      

              	
                4.8

              	
                Charys
      Holding Class 8 (General Unsecured Claims Against Charys
      Holding).

              


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      (a)           Impairment and
Voting.  Charys Holding Class 8 is impaired by the
Plan.  Each holder of an Allowed General Unsecured Claim against
Charys Holding as of the Voting Record Date is entitled to vote to accept or
reject the Plan.

      


      (b)           Distributions.  On
the later of the Effective Date or the date on which a General Unsecured Claim
against Charys Holding becomes an Allowed Claim, or, in each case, as soon
thereafter as is reasonably practicable, each holder of an Allowed General
Unsecured Claim against Charys Holding shall receive, in full satisfaction of
such Claim, a Class B Charys Beneficial Interest in the Charys Liquidating
Trust.

      


      
        	
                 
      

              	
                4.9

              	
                Charys
      Holding Class 9 (Subordinated Debt Claims Against Charys
      Holding).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 9 is impaired by the
Plan.  Each holder of an Allowed Subordinated Debt Claim against
Charys Holding is deemed to reject the Plan and is not entitled to vote to
accept or reject the Plan.

      


      (b)           Distributions.  Each
holder of an Allowed Subordinated Debt Claim against Charys Holding shall not
receive or retain any interest or property under the Plan on account of such
Allowed Subordinated Debt Claim.

      


      
        	
                 
      

              	
                4.10

              	
                Charys
      Holding Class 10 (Charys Holding Securities
  Claims).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 10 is impaired by the
Plan.  Each holder of a Charys Holding Securities Claim is deemed to
reject the Plan and is not entitled to vote to accept or reject the
Plan.

      


      (b)           Distributions.  Each
holder of an Allowed Charys Holder Securities Claim shall not receive or retain
any interest or property under the Plan on account of such Allowed Charys
Holding Securities Litigation Claim; provided, however, that
except as explicitly set forth in Article XI below, nothing in this Plan shall
affect any rights or claims such holder may have against any other
party.

      


      
        	
                 
      

              	
                4.11

              	
                Charys
      Holding Class 11 (Charys Holding Equity
  Interests).

              


      

      


      (a)           Impairment and
Voting.  Charys Holding Class 11 is impaired by the
Plan.  Each holder of a Charys Holding Equity Interest is deemed to
reject the Plan and is not entitled to vote to accept or reject the
Plan.

      


      (b)           Distributions.  Each
holder of a Charys Holding Equity Interest shall not receive or retain any
interest or property under the Plan and all Charys Holding Equity Interests
shall be cancelled and extinguished; provided, however, that
except as explicitly set forth in Article XI below, nothing in this Plan shall
affect any rights or claims such holder may have against any other
party.

      


      
        	
                 
      

              	
                4.12

              	
                C&B
      Class 1 (Other Priority Claims Against
  C&B).

              


      


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (a)           Impairment and
Voting.  C&B Class 1 is Unimpaired by the
Plan.  Each holder of an Allowed Other Priority Claim against C&B
is conclusively presumed to have accepted the Plan and is not entitled to vote
to accept or reject the Plan.

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Other Priority Claim against C&B
agrees to a different treatment with C&B, with the prior consent of the
Creditors’ Committee, each holder of an Allowed Other Priority Claim against
C&B shall receive from the C&B Liquidating Trust, in full satisfaction
of such Claim, Cash in an amount equal to the Allowed amount of such Claim on,
or as soon as reasonably practicable after the later of (i) the Effective Date,
(ii) the date such Claim becomes Allowed, and (iii) the date for payment
provided by any agreement or understanding between C&B and the holder of
such Claim.

      


      
        	
                 
      

              	
                4.13

              	
                C&B
      Class 2 (Secured Tax Claims Against
  C&B).

              


      

      


      (a)           Impairment and
Voting.  C&B Class 2 is Unimpaired by the
Plan.  Each holder of an Allowed Secured Tax Claim against C&B is
conclusively presumed to have accepted the Plan and is not entitled to vote to
accept or reject the Plan.

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Secured Tax Claim against C&B
agrees to a different treatment with C&B, with the prior consent of the
Creditors’ Committee, each holder of an Allowed Secured Tax Claim against
C&B shall receive from the C&B Liquidating Trust, at the option of
C&B, with the consent of the Creditors’ Committee, on the later of the (a)
Effective Date or (b) date such Secured Tax Claim becomes an Allowed Secured Tax
Claim, or as soon as practicable thereafter, (i) Cash in an amount equal to such
Allowed Secured Tax Claim, including any interest on such Allowed Secured Tax
Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, or
(ii) equal annual Cash payments commencing on the above date in an aggregate
amount equal to such Allowed Secured Tax Claim, together with interest for the
period after the Effective Date at the applicable non-bankruptcy rate, over a
period through the fifth (5th) anniversary of the Commencement Date, subject to
the C&B Liquidating Trust’s sole option to prepay the entire amount of the
Allowed Secured Tax Claim, provided that the first
payment shall represent a percentage recovery at least equal to that expected to
be received by the most favored Class of nonpriority unsecured Claims against
C&B, or (iii) deferred Cash payments upon such other terms determined by the
Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim a
value, as of the Effective Date, equal to such Allowed Secured Tax
Claim.  In the event C&B treats a Claim under clause (i) of this
Section, any Liens securing such Secured Tax Claim shall be deemed released as
of the Effective Date.

      


      
        	
                 
      

              	
                4.14

              	
                C&B
      Class 3 (Other Secured Claims Against
  C&B).

              


      

      


      (a)           Impairment and
Voting.  C&B Class 3 is impaired by the
Plan.  Each holder of an Allowed Other Secured Claim against C&B
as of the Voting Record Date is entitled to vote to accept or reject the
Plan.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      (b)           Distributions.  Except
to the extent that a holder of an Allowed Other Secured Claim against C&B
agrees to a different treatment with C&B, with the prior consent of the
Creditor’ Committee, each holder of an Allowed Other Secured Claim against
C&B shall receive from the C&B Liquidating Trust, in the order of
priority of such holder’s security interest in the Collateral securing such
Allowed Other Secured Claim, the net proceeds of the sale or disposition of such
Collateral to the extent of the value of the holder’s secured interest in the
value of such Collateral, pursuant to the terms and provisions of the C&B
Liquidating Trust Agreement.  Upon the disposition of such Collateral
pursuant to the terms of the Liquidating Trust Agreement, the Liens securing
such Secured Claim shall be released.  Each holder of an Allowed Other
Secured Claim shall, for federal income tax purposes, be treated as having
received on the Effective Date a Class A C&B Beneficial Interest in the
C&B Liquidating Trust and all parties (including the Debtors, the C&B
Trustee, and the C&B Liquidating Trust Beneficiaries) shall report
consistently therewith for federal income tax purposes.

      


      
        	
                 
      

              	
                4.15

              	
                C&B
      Class 4A (General Unsecured Claims Against
  C&B).

              


      

      


      (a)           Impairment and
Voting.  C&B Class 4A is impaired by the
Plan.  Each holder of an Allowed General Unsecured Claim against
C&B  as of the Voting Record Date is entitled to vote to accept or
reject the Plan.

      


      (b)           Distributions.  On
the later of (i) the Effective Date, and (ii) the date on which a General
Unsecured Claim against C&B  becomes an Allowed Claim, or, in each
case, as soon thereafter as is reasonably practicable, each holder of an Allowed
General Unsecured Claim against C&B  shall receive in full
settlement and satisfaction thereof, a Class B C&B Beneficial Interest in
the C&B Liquidating Trust.

      


      
        	
                 
      

              	
                4.16

              	
                C&B
      Class 4B (C&B 8.75% Senior Convertible Note
      Claims).

              


      

      


      (a)           Impairment and
Voting.  C&B Class 4B is impaired by the
Plan.  Each holder of a C&B 8.75% Senior Convertible Note Claim is
deemed to reject the Plan and is not entitled to vote to accept or reject the
Plan.

      


      (b)           Distributions.  Each
holder of an Allowed C&B 8.75% Senior Convertible Note Claim shall not
receive or retain any interest or property under the Plan on account of such
Allowed C&B 8.75% Senior Convertible Note Claim.

      


      
        	
                 
      

              	
                4.17

              	
                C&B
      Class 5 (C&B Securities
Claims).

              


      

      


      (a)           Impairment and
Voting.  C&B Class 5 is impaired by the
Plan.  Each holder of a C&B Securities Claim is deemed to reject
the Plan and is not entitled to vote to accept or reject the Plan.

      


      (b)           Distributions.  Each
holder of an Allowed C&B Securities Litigation Claim shall not receive or
retain any interest or property under the Plan on account of such Allowed
C&B Securities Claim.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.18

              	
                C&B
      Class 6 (C&B Equity
Interests).

              


      

      


      (a)           Impairment and
Voting.  C&B Class 5 is impaired by the
Plan.  Charys Holding, as the sole holder of any C&B Equity
Interests is deemed to reject the Plan.

      


      (b)           Distributions.  The
holder of the C&B Equity Interest shall not receive or retain any interest
or property under the Plan and all C&B Equity Interests shall be cancelled
and extinguished.

      


      ARTICLE
V

      


      MEANS
OF IMPLEMENTATION

      


      
        	
                 
      

              	
                5.1

              	
                Means of
      Implementation Applicable to Both Charys Holding and
      C&B.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Liquidating Trusts
      Funding Arrangements.

              


      

      


      On the
Effective Date, New Holdco shall enter into the Funding Arrangement Agreement
with the Liquidating Trustees and shall transfer the funds required under the
Funding Arrangement Agreement to the Liquidating Trustees.

      


      
        	
                 
      

              	
                (b)

              	
                Settlement of
      Claims.

              


      

      


      Pursuant
to Bankruptcy Rule 9019, in consideration for the classification, distribution
and other benefits provided under the Plan, upon the Effective Date, the
provisions of the Plan shall constitute a good-faith compromise and settlement
of all Claims or controversies resolved pursuant to the Plan.  All
Plan distributions made to creditors holding Allowed Claims in any class are
intended to be and shall be final, and no Plan distribution to the holder of a
Claim in one class shall be subject to being shared with or reallocated to the
holders of any Claim in another class by virtue of any prepetition collateral
trust agreement, shared collateral agreement, subordination agreement, other
similar inter-creditor arrangement or deficiency Claim.

      


      
        	
                 
      

              	
                (c)

              	
                Intercompany
      Claims.

              


      

      


      Notwithstanding
anything to the contrary herein, Intercompany Claims will be adjusted, continued
or discharged to the extent determined appropriate by the Debtors, with the
prior consent of the Creditors Committee.  Any such transaction may be
effected on or subsequent to the Effective Date without any further action by
the stockholders of any of the Debtors or the Debtors in
Possession.

      


      
        	
                 
      

              	
                (d)

              	
                Cancellation of
      Existing Securities and
Agreements.

              


      


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      (i)          
  Except (i) as otherwise expressly provided in the Plan, (ii) with
respect to executory contracts or unexpired leases that have been assumed by the
Debtors, (iii) for purposes of evidencing a right to distributions under the
Plan, or (iv) with respect to any Claim that is reinstated and rendered
Unimpaired under the Plan, on the Effective Date, the 8.75% Senior Convertible
Notes (and all documents and instruments related thereto), the Mirror Notes, all
instruments and documents representing or evidencing the Cotton Seller Note
Claims, CTSI / MSAI Seller Note Claims, Mirror Note Claims, all instruments and
documents representing or evidencing the subordinated debt, the Indentures and
other instruments or documents evidencing any Claims or Equity Interests shall
be deemed automatically cancelled and deemed surrendered without further act or
action under any applicable agreement, law, regulation, order or rule and the
obligations of the Debtors under the agreements, instruments and other
documents, indentures, and certificates of designations governing such Claims
and Equity Interests, as the case may be, shall be discharged; provided, however, that the 8.75%
Senior Convertible Notes, the Mirror Notes, and the Indenture shall continue in
effect solely for the purposes of (i) allowing the holders of the 8.75% Senior
Convertible Notes and the Mirror Notes to receive their distributions under the
Plan, and (ii) allowing the Disbursing Agent or the Indenture Trustee, as the
case may be, to make such distributions, if any, to be made on account of the
8.75% Senior Convertible Notes Claims and Mirror Note Claims.

      


      (ii)         
  Subsequent to the performance by the Indenture Trustee or its agents
of any duties that are expressly required under the Plan, and the Confirmation
Order and/or under the terms of the Indenture, the Indenture Trustee and its
agents shall be relieved of, and released from, all responsibilities and
obligations associated with the 8.75% Senior Convertible Notes arising under the
Indenture or under other applicable agreements or law and the Indenture shall be
deemed to be discharged.

      


      
        	
                 
      

              	
                (e)

              	
                Merger/Dissolution/Consolidation.

              


      

      


      On or as
of the Effective Date or as soon as practicable thereafter (or, in case of
clause (b), at any time following the Confirmation Date), and without the need
for any further action, the Debtors may, with the prior consent of the
Creditors’ Committee (a) cause any of the Debtors to be merged with and into the
other Debtor, dissolved or otherwise consolidated, (b) cause C&B to be
merged with, or converted into, a limited liability company, or (c) engage in
any other transaction in furtherance of the Plan.

      


      
        	
                 
      

              	
                (f)

              	
                Imperium
      Claims.

              


      

      


      The
Imperium Claims shall be treated pursuant to the terms and provisions of that
certain Settlement and Cash Collateral Agreement, dated as of June 25, 2008 (as
amended), by and among Charys Holding, C&B, Ayin Tower Management Services,
Inc., the Guarantors signatory thereto, the Noteholders signatory thereto and
Imperium Advisors, LLC, which agreement was approved by order of the Bankruptcy
Court dated August, 2008.


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.2

              	
                Means of
      Implementation Specific to Charys
  Holding.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Issuance of New Equity
      Interests and New
Securities.

              


      

      


      (i)            On
the Effective Date, the following transactions (the “Restructuring
Transactions”) shall be effectuated in the order set forth below:

      


      (1)  Simultaneously,
(A) CTSI shall issue 954,845.3 new shares, MSAI shall issue 999,900 new shares,
Cotton shall issue 885,245.4 new shares, and LFC, Inc. shall issue 858,471.7 new
shares, in each case, to the Indenture Trustee on behalf of the holders of 8.75%
Senior Convertible Note Claims in full satisfaction of their Affiliated Plan
Proponent 8.75 % Senior Convertible Note Claims, and (B) CTSI shall issue
45,054.7 new shares, Cotton shall issue 114,654.6 new shares and LFC, Inc. shall
issue 141,428.3 new shares, in each case, to Charys Holding in satisfaction of
certain intercompany claims owed by them to Charys Holding and on account of the
settlement contained within this Plan.

      


      (2)  Simultaneously,
(A) Charys Holding shall transfer 8,394.9 CTSI shares, 105,004.8 Cotton shares
and 108,560 LFC, Inc. shares and the other Charys Liquidating Trust Assets to
the Charys Trustee for the benefit of the Charys Liquidating Trust Beneficiaries
in full satisfaction of their Claims against Charys Holding, and (B) Charys
Holding shall transfer 9,649.8 CTSI shares, 36,659.8 Cotton shares and 32,868.3
LFC, Inc. shares to the Disbursing Agent on behalf of holders of Mirror Note
Claims in accordance with their pro rata share of the Mirror Note Claims in full
satisfaction of their Claims.

      


      (3)  Simultaneously,
(A) the Indenture Trustee shall, on behalf of the holders of Affiliated Plan
Proponent 8.75% Senior Convertible Note Claims, contribute all of the shares
issued pursuant to clause (1)(A) above to New Holdco in exchange for 94% of the
New Equity Interests and $19,227,000 of the New Secured Notes, (B) the Charys
Trustee shall contribute all of the shares transferred pursuant to clause (2)(A)
to New Holdco in exchange for 6% of the New Equity Interests, and (C) the
Disbursing Agent shall, on behalf of the holders of Mirror Note Claims, transfer
all of the shares issued pursuant to clause (2)(B) above to New Holdco in
exchange for $773,000 of the New Secured Notes.

      


      (4)  The
Indenture Trustee shall distribute the New Equity Interests and the New Secured
Notes received pursuant to clause (3)(A) to the holders of Affiliated Plan
Proponent 8.75% Senior Convertible Note Claims.


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      (5)  The
Disbursing Agent shall distribute New Secured Notes received pursuant to clause
(3)(C) to the holders of Mirror Note Claims.

      


      
        	
                 
      

              	
                (ii)

              	
                Consistent
      Tax Reporting.

              


      

      


      (1)  All
parties (including the Debtors, the Charys Trustee, the holders of 8.75% Senior
Convertible Note Claims, the Mirror Note Claims and General Unsecured Claims
against Charys Holding and New Holdco) shall report for all federal income tax
purposes consistent with the form of the Restructuring Transactions, subject to
definitive guidance from the Internal Revenue Service or a court of competent
jurisdiction to the contrary (including, without limitation, the receipt by the
Charys Trustee or New Holdco of a private letter ruling if the Charys Trustee or
New Holdco so requests one, or the receipt of an adverse determination by the
Internal Revenue Service upon audit if not contested).

      


      (2)  As
soon as possible after the Effective Date, but in no event later than thirty
(30) days thereafter, the Board of New Holdco shall determine the value of the
stock of CTSI, MSAI, Cotton, and LFC, Inc. and the New Equity Interests as of
the Effective Date.  The Board of New Holdco shall apprise, in writing
or on a website established by New Holdco, all parties of such
valuation.  The valuation shall be used consistently by all parties
(including the Debtors, the Charys Trustee, the holders of 8.75% Senior
Convertible Note Claims, the Mirror Note Claims, and General Unsecured Claims
against Charys Holding and New Holdco) for all federal income tax
purposes.

      


      
        	
                 
      

              	
                (b)

              	
                Section 1145
      Exemption.

              


      

      


      To the
maximum extent provided in section 1145 of the Bankruptcy Code and applicable
nonbankruptcy law, the issuance under the Plan of the New Equity Interests, New
Secured Notes and beneficial interests in Liquidating Trusts will be exempt from
registration under the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder.

      


      
        	
                 
      

              	
                (c)

              	
                Hart-Scott-Rodino
      Compliance.

              


      

      


      Any
shares of New Equity Interests to be distributed under the Plan to any entity
required to file a Premerger Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, shall not be
distributed until the notification and waiting periods applicable under such Act
to such entity shall have expired or been terminated.

      


      
        	
                 
      

              	
                (d)

              	
                Charys Liquidating
      Trust.

              


      


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      (i)           
 Execution of
Charys Liquidating Trust Agreement.  On or before the Effective
Date, the Charys Liquidating Trust Agreement shall be executed by Charys Holding
and the Charys Trustee, and all other necessary steps shall be taken to
establish the Liquidating Trust and the beneficial interests therein which shall
be for the benefit of the Charys Liquidating Trust Beneficiaries as provided in
Section 4.3, Section 4.4, Section 4.7 and Section 4.8 of the Plan, whether their
Claims are Allowed on or after the Effective Date.  In the event of
any conflict between the terms of this Section 5.2(d) and the terms of the
Charys Liquidating Trust Agreement, the terms of the Charys Liquidating Trust
Agreement shall govern.  The Charys Liquidating Trust Agreement may
provide powers, duties and authorities in addition to those explicitly stated
herein, but only to the extent that such powers, duties and authorities do not
affect the status of the Charys Liquidating Trust as a liquidating trust for
United States federal income tax purposes.

      


      (ii)        
   Purpose of the Charys
Liquidating Trust.  The Charys Liquidating Trust shall be
established for the sole purpose of liquidating and distributing its assets, in
accordance with Treasury Regulation section 301.7701-4(d), with no objective to
continue or engage in the conduct of a trade or business.

      


      (iii)           Charys Liquidating Trust
Assets.  The Charys Liquidating Trust shall consist of the
Charys Liquidating Trust Assets.  On the Effective Date, Charys
Holding shall transfer all of the Charys Liquidating Trust Assets to the Charys
Liquidating Trust, subject to the Administrative Expense Claims, Other Priority
Claims, Priority Tax Claims, Secured Tax Claims, and the obligations under the
Funding Arrangement Agreement to be paid by the Charys Liquidating
Trust.  Such transfer shall be exempt from any stamp, real estate
transfer, mortgage reporting, sales, use or other similar tax.  Upon
delivery of the Charys Liquidating Trust Assets to the Charys Liquidating Trust,
Charys Holding and its successors and assigns shall be released of all liability
with respect to the delivery of such distributions.

      


      (iv)           Governance of the Charys
Liquidating Trust.  The Charys Liquidating Trust shall be
governed by the Charys Trustee.

      


      (v)         
  The Charys
Trustee.  The Charys Trustee shall be designated by Charys
Holding with the consent of the Creditors’ Committee.  In the event
the Charys Trustee dies, is terminated or resigns for any reason, the Trust
Advisory Board (as defined in the Charys Liquidating Trust Agreement) shall
designate a successor.

      


      (vi)           Role of the Charys
Trustee.  In furtherance of and consistent with the purpose of
the Charys Liquidating Trust and the Plan, the Charys Trustee shall (i) have the
power and authority to hold, manage, convert to Cash, and distribute the Charys
Liquidating Trust Assets, including prosecuting and resolving the Claims
belonging to the Charys Liquidating Trust, (ii) hold the Charys Liquidating
Trust Assets for the benefit of the Charys Liquidating Trust Beneficiaries who
are entitled to distributions therefrom under the Plan, whether their Claims are
Allowed on or after the Effective Date, and (iii) have the power and authority
to hold, manage, and distribute Cash or non-Cash Charys Liquidating Trust Assets
obtained through the exercise of its power and authority.  In all
circumstances, the Charys Trustee shall act in the best interests of all
beneficiaries of the Charys Liquidating Trust and in furtherance of the purpose
of the Charys Liquidating Trust.  The Charys Trustee shall not serve
as a member of the Board of New Holdco.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      (vii)          Nontransferability of Charys
Liquidating Trust Interests.  The beneficial interests in the
Charys Liquidating Trust shall not be certificated and shall not be
transferable.

      


      (viii)        
Cash.  The
Charys Trustee may invest Cash (including any earnings thereon or proceeds
therefrom) as permitted by section 345 of the Bankruptcy Code, provided, however, that such
investments are investments permitted to be made by a liquidating trust within
the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein,
or under applicable Internal Revenue Service guidelines, rulings, or other
controlling authorities.

      


      (ix)       
    Distribution of Charys
Liquidating Trust Assets.  At least quarterly, the Charys
Trustee shall make distributions to the beneficial holders of the Charys
Liquidating Trust of all Cash on hand in accordance with the Charys Liquidating
Trust Agreement (including any Cash received from the Debtors on the Effective
Date, and treating as Cash for purposes of this section any permitted
investments under Section 5.2(d)(viii) of the Plan) except such amounts (i) as
would be distributable to a holder of a Disputed Claim if such Disputed Claim
had been Allowed prior to the time of such distribution (but only until such
Claim is resolved), (ii) as are reasonably necessary to meet contingent
liabilities and to maintain the value of the Charys Liquidating Trust Assets
during liquidation, (iii) to pay reasonable expenses (including, but not limited
to, any taxes imposed on the Charys Liquidating Trust or in respect of the
Charys Liquidating Trust Assets), (iv) to pay amounts required under the Funding
Arrangement Agreement between the Charys Trustee and New Holdco, and (v) to
satisfy other liabilities incurred by the Charys Liquidating Trust in accordance
with the Plan or the Charys Liquidating Trust Agreement.

      


      (x)       
     Costs and Expenses of the
Charys Liquidating Trust.  The costs and expenses of the Charys
Liquidating Trust, including the fees and expenses of the Charys Trustee and its
retained professionals, shall be paid out of the Charys Liquidating Trust
Assets.  Fees and expenses incurred in connection with the prosecution
and settlement of any Claims shall be considered costs and expenses of the
Charys Liquidating Trust.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      (xi)        
   Compensation of the Charys
Trustee.  The individual(s) comprising the Charys Trustee shall
be entitled to reasonable compensation approved by the Trust Advisory Board in
an amount consistent with that of similar functionaries in similar
roles.

      


      (xii)          Retention of Professionals
by the Charys Trustee.  The Charys Trustee may retain and
compensate attorneys and other professionals to assist in its duties as Charys
Trustee on such terms as the Charys Trustee deems appropriate without Bankruptcy
Court approval.  Without limiting the foregoing, the Charys Trustee
may retain any professional who represented parties in interest in the
Reorganization Cases.

      


      (xiii)         Federal Income Tax Treatment
of the Charys Liquidating Trust.

      


      (1)  Charys Liquidating Trust
Assets Treated as Owned by Creditors. For all federal income
tax purposes, all parties (including, without limitation, the Debtors, the
Charys Trustee and the Charys Liquidating Trust Beneficiaries) shall treat the
transfer of the Charys Liquidating Trust Assets to the Charys Liquidating Trust
for the benefit of the Charys Liquidating Trust Beneficiaries, whether their
Claims are Allowed on or after the Effective Date, as

      


      (A)  a
transfer of the Charys Liquidating Trust Assets directly to those holders of
Allowed Claims receiving Charys Liquidating Trust beneficial interests (other
than to the extent allocable to Disputed Claims), followed by

      


      (B)  the
transfer by such Persons to the Charys Liquidating Trust of the Charys
Liquidating Trust Assets in exchange for beneficial interests in the Charys
Liquidating Trust (and in respect of the Charys Liquidating Trust Assets
allocable to the Charys Liquidating Trust Claims Reserve, as a transfer to the
Charys Liquidating Trust Claims Reserve).

      


      Accordingly,
those holders of Allowed Claims receiving Charys Liquidating Trust beneficial
interests, shall be treated for federal income tax purposes as the grantors and
owners of their respective share of the Charys Liquidating Trust
Assets.  The foregoing treatment shall also apply, to the extent
permitted by applicable law, for state and local income tax
purposes.

      


      (2)  Tax
Reporting.

      


      (A)  The
Charys Trustee shall file returns for the Charys Liquidating Trust as a grantor
trust pursuant to Treasury Regulation section 1.671-4(a) and in accordance with
this Section 5.2(d)(xiii)(2).  The Charys Trustee shall also annually
send to each holder of a beneficial interest a separate statement setting forth
the holder’s share of items of income, gain, loss, deduction or credit and will
instruct all such holders to report such items on their federal income tax
returns or to forward the appropriate information to the beneficial holders with
instructions to report such items on their federal income tax
returns.  The Charys Trustee shall also file (or cause to be filed)
any other statements, returns or disclosures relating to the Charys Liquidating
Trust that are required by any governmental unit.


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      (B)  As
soon as possible after the Effective Date, the Charys Trustee shall make a
good-faith valuation of the Charys Liquidating Trust Assets, subject to the
valuation of the Board of New Holdco referred to in section 5.2(a)(ii)(2), and
such valuation shall be made available from time to time, to the extent
relevant, and shall be used consistently by all parties (including, without
limitation, the Debtors, the Charys Trustee and the Charys Liquidating Trust
Beneficiaries), for all federal income tax purposes.

      


      (C)  Allocations
of Charys Liquidating Trust taxable income among the Charys Liquidating Trust
Beneficiaries shall be determined by reference to the manner in which an amount
of Cash equal to such taxable income would be distributed (without regard to any
restrictions on distributions described herein) if, immediately prior to such
deemed distribution, the Charys Liquidating Trust had distributed all its other
assets (valued at their tax book value) to the holders of the Charys Liquidating
Trust interests (treating all Disputed Claims as if they were Allowed Claims
(see Section 5.2(d)(xiii)(2)(D) hereof)), in each case up to the tax book value
of the assets treated as contributed by such holders, adjusted for prior taxable
income and loss and taking into account all prior and concurrent distributions
from the Charys Liquidating Trust.  Similarly, taxable loss of the
Charys Liquidating Trust shall be allocated by reference to the manner in which
an economic loss would be borne immediately after a liquidating distribution of
the remaining Charys Liquidating Trust Assets.  The tax book value of
the Charys Liquidating Trust Assets for this purpose shall equal their fair
market value on the Effective Date, adjusted in accordance with tax accounting
principles prescribed by the Tax Code, the applicable tax regulations, and other
applicable administrative and judicial authorities and
pronouncements.

      


      (D)  Subject
to definitive guidance from the Internal Revenue Service, or a court of
competent jurisdiction to the contrary (including the receipt by the Charys
Trustee of a private letter ruling if the Charys Trustee so requests one, or the
receipt of an adverse determination by the Internal Revenue Service upon audit
if not contested by the Charys Trustee), the Charys Trustee shall (A) timely
elect to treat any Charys Liquidating Trust Assets allocable to, or retained on
account of, Disputed Claims (the “Charys Liquidating Trust Claims Reserve”) as a
“disputed ownership fund” governed by Treasury Regulation section 1.468B-9, and
(B) to the extent permitted by applicable law, report consistent with the
foregoing for state and local income tax purposes.  All parties
(including the Debtors, the Charys Trustee, and the Charys Liquidating Trust
Beneficiaries) shall report for tax purposes consistent with the
foregoing.


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      (E)  The
Charys Trustee shall be responsible for payments, out of the Charys Liquidating
Trust Assets, of any taxes imposed on the trust or its assets including the
Charys Liquidating Trust Claims Reserve.  In the event, and to the
extent, any Cash retained on account of Disputed Claims in the Charys
Liquidating Trust Claims Reserve is insufficient to pay the portion of any such
taxes attributable to the taxable income arising from the assets allocable to,
or retained on account of, Disputed Claims, such taxes shall be (i) reimbursed
from any subsequent Cash amounts retained on account of Disputed Claims, or (ii)
to the extent such Disputed Claims have subsequently been resolved, deducted
from any amounts distributable by the Charys Trustee as a result of the
resolutions of such Disputed Claims.

      


      (F)  The
Charys Trustee may request an expedited determination of taxes of the Charys
Liquidating Trust, including the Charys Liquidating Trust Claims Reserve, under
section 505(b) of the Bankruptcy Code for all returns filed for, or on behalf
of, the Charys Liquidating Trust for all taxable periods through the dissolution
of the Charys Liquidating Trust.

      


      (xiv)         Dissolution.  The
Charys Trustee and the Charys Liquidating Trust shall be discharged or
dissolved, as the case may be, at such time as (i) all Disputed Claims have been
resolved, (ii) the Charys Trustee determines, in its sole discretion, that the
administration of the Charys Liquidating Trust Assets is not likely to yield
sufficient additional Charys Liquidating Trust proceeds to justify further
pursuit and (iii) all distributions required to be made by the Charys Trustee
under the Plan and the Charys Liquidating Trust Agreement have been made, but in
no event shall the Charys Liquidating Trust be dissolved later than three (3)
years from the Effective Date unless the Bankruptcy Court, upon motion within
the six month period prior to the third anniversary (or at least six (6) months
prior to the end of an extension period), determines that a fixed period
extension (not to exceed three years, together with any prior extensions,
without a favorable letter ruling from the Internal Revenue Service that any
further extension would not adversely affect the status of the trust as a
liquidating trust for federal income tax purposes) is necessary to facilitate or
complete the recovery and liquidation of the Charys Liquidating Trust
Assets.  If at any time the Charys Trustee determines, in reliance
upon such professionals as the Charys Trustee may retain, that the expense of
administering the Charys Liquidating Trust so as to make a final distribution to
its beneficiaries is likely to exceed the value of the assets remaining in the
Charys Liquidating Trust, the Charys Trustee may apply to the Bankruptcy Court
for authority to (i) reserve any amounts necessary to dissolve the Charys
Liquidating Trust, (ii) donate any balance to a charitable organization exempt
from federal income tax under section 501(c)(3) of the Tax Code that is
unrelated to the Debtors, the Charys Liquidating Trust, and any insider of the
Charys Trustee, and (iii) dissolve the Charys Liquidating
Trust.


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      (xv)          Indemnification of Charys
Trustee.  The Charys Trustee or the individuals comprising the
Trustee, as the case may be, and the Charys Trustee’s agents and professionals,
shall not be liable for actions taken or omitted in its capacity as, or on
behalf of, the Charys Trustee, except those acts arising out of its or their own
willful misconduct or gross negligence, and each shall be entitled to
indemnification and reimbursement for fees and expenses in defending any and all
of its actions or inactions in its capacity as, or on behalf of, the Charys
Trustee, except for any actions or inactions involving willful misconduct or
gross negligence.  Any indemnification claim of the Charys Trustee
(and the other parties entitled to indemnification under this subsection) shall
be satisfied solely from the Charys Liquidating Charys Trust
Assets.  The Charys Trustee shall be entitled to rely, in good-faith,
on the advice of its retained professionals.

      


      
        	
                 
      

              	
                5.3

              	
                Means of
      Implementation Specific to
C&B.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The C&B
      Liquidating Trust.

              


      

      


      (i)             Execution of C&B
Liquidating Trust Agreement.  On or before the Effective Date,
the C&B Liquidating Trust Agreement shall be executed by C&B and the
C&B Trustee, and all other necessary steps shall be taken to establish the
Liquidating Trust and the beneficial interests therein which shall be for the
benefit of the C&B Liquidating Trust Beneficiaries, as provided in Section
4.14 and Section 4.15 of the Plan, whether their Claims are Allowed on or after
the Effective Date.  In the event of any conflict between the terms of
this Section 5.3(a) and the terms of the C&B Liquidating Trust Agreement,
the terms of the C&B Liquidating Trust Agreement shall
govern.  The C&B Liquidating Trust Agreement may provide powers,
duties and authorities in addition to those explicitly stated herein, but only
to the extent that such powers, duties and authorities do not affect the status
of the C&B Liquidating Trust as a liquidating trust for United States
federal income tax purposes.


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      (ii)       
    Purpose of the C&B
Liquidating Trust.  The C&B Liquidating Trust shall be
established for the sole purpose of liquidating and distributing its assets, in
accordance with Treasury Regulation section 301.7701-4(d), with no objective to
continue or engage in the conduct of a trade or business.

      


      (iii)           C&B Liquidating Trust
Assets.  The C&B Liquidating Trust shall consist of the
C&B Liquidating Trust Assets.  On the Effective Date, C&B
shall transfer all of the C&B Liquidating Trust Assets to the C&B
Liquidating Trust subject to the Administrative Expense Claims, Other Priority
Claims, Priority Tax Claims, Secured Tax Claims, and the obligations under the
Funding Arrangement Agreement to be paid by the C&B Liquidating
Trust.  Such transfer shall be exempt from any stamp, real estate
transfer, mortgage reporting, sales, use or other similar tax.  Upon
delivery of the C&B Liquidating Trust Assets to the C&B Liquidating
Trust, C&B and its successors and assigns shall be released of all liability
with respect to the delivery of such distributions.

      


      (iv)           Governance of the C&B
Liquidating Trust.  The C&B Liquidating Trust shall be
governed by the C&B Trustee.

      


      (v)         
  The
C&B Trustee.  The C&B Trustee shall be designated by
C&B with the consent of the Creditors’ Committee.  In the event
the C&B Trustee dies, is terminated or resigns for any reason, the Trust
Advisory Board (as defined in the C&B Liquidating Trust Agreement) shall
designate a successor,.

      


      (vi)           Role of the C&B
Trustee.  In furtherance of and consistent with the purpose of
the C&B Liquidating Trust and the Plan, the C&B Trustee shall (i) have
the power and authority to hold, manage, convert to Cash, and distribute the
C&B Liquidating Trust Assets, including prosecuting and resolving the Claims
belonging to the C&B Liquidating Trust, (ii) hold the C&B Liquidating
Trust Assets for the benefit of the C&B Liquidating Trust Beneficiaries who
are entitled to distributions therefrom under the Plan, whether their Claims are
Allowed on or after the Effective Date, and (iii) have the power and authority
to hold, manage, and distribute Cash or non-Cash C&B Liquidating Trust
Assets obtained through the exercise of its power and authority.  In
all circumstances, the C&B Trustee shall act in the best interests of all
beneficiaries of the C&B Liquidating Trust and in furtherance of the purpose
of the C&B Liquidating Trust.

      


      (vii)          Nontransferability of
C&B Liquidating Trust Interests.  The beneficial interests
in the C&B Liquidating Trust shall not be certificated and shall not be
transferable.


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      (viii)         Cash.  The
C&B Trustee may invest Cash (including any earnings thereon or proceeds
therefrom) as permitted by section 345 of the Bankruptcy Code, provided, however, that such investments
are investments permitted to be made by a liquidating trust within the meaning
of Treasury Regulation section 301.7701-4(d), as reflected therein, or under
applicable Internal Revenue Service guidelines, rulings, or other controlling
authorities.

      


      (ix)           
Distribution of
C&B Liquidating Trust Assets.  At least quarterly, the
C&B Trustee shall make distributions to the beneficial holders of the
C&B Liquidating Trust of all Cash on hand in accordance with the C&B
Liquidating Trust Agreement (including any Cash received from the Debtors on the
Effective Date, and treating as Cash for purposes of this section any permitted
investments under Section 5.3(a)(viii) of the Plan) except such amounts (i) as
would be distributable to a holder of a Disputed Claim if such Disputed Claim
had been Allowed prior to the time of such distribution (but only until such
Claim is resolved), (ii) as are reasonably necessary to meet contingent
liabilities and to maintain the value of the C&B Liquidating Trust Assets
during liquidation, (iii) to pay reasonable expenses (including, but not limited
to, any taxes imposed on the C&B Liquidating Trust or in respect of the
C&B Liquidating Trust Assets), (iv) to pay amounts required under the
Funding Arrangement Agreement between the C&B Trustee and New Holdco, and
(v) to satisfy other liabilities incurred by the C&B Liquidating Trust in
accordance with this Plan or the C&B Liquidating Trust
Agreement.

      


      (x)            
Costs and Expenses of
the C&B Liquidating Trust.  The costs and expenses of the
C&B Liquidating Trust, including the fees and expenses of the C&B
Trustee and its retained professionals, shall be paid out of the C&B
Liquidating Trust Assets.  Fees and expenses incurred in connection
with the prosecution and settlement of any Claims shall be considered costs and
expenses of the C&B Liquidating Trust.

      


      (xi)           
Compensation of the
C&B Trustee.  The individual(s) comprising the C&B
Trustee shall be entitled to reasonable compensation approved by the Trust
Advisory Board in an amount consistent with that of similar functionaries in
similar roles.

      


      (xii)           Retention of Professionals
by the C&B Trustee.  The C&B Trustee may retain and
compensate attorneys and other professionals to assist in its duties as C&B
Trustee on such terms as the C&B Trustee deems appropriate without
Bankruptcy Court approval.  Without limiting the foregoing, the
C&B Trustee may retain any professional who represented parties in interest
in the Reorganization Cases.

      


      (xiii)          Federal Income Tax Treatment
of the C&B Liquidating Trust.

      


      (1)  C&B Liquidating Trust
Assets Treated as Owned by Creditors. For all federal income
tax purposes, all parties (including, without limitation, the Debtors, the
C&B Trustee and the C&B Liquidating Trust Beneficiaries shall treat the
transfer of the C&B Liquidating Trust Assets to the C&B Liquidating
Trust for the benefit of the C&B Liquidating Trust Beneficiaries, whether
the Claims are Allowed on or after the Effective Date, as


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      (A)  a
transfer of the C&B Liquidating Trust Assets directly to those holders of
Allowed Claims receiving C&B Liquidating Trust beneficial interests (other
than to the extent allocable to Disputed Claims) followed by

      


      (B)  the
transfer by such beneficiaries to the C&B Liquidating Trust of the C&B
Liquidating Trust Assets in exchange for beneficial interests in the C&B
Liquidating Trust (and in respect of the C&B Liquidating Trust Assets
allocable to the C&B Liquidating Trust Claims Reserve, as a transfer to the
C&B Liquidating Trust Claims Reserve).

      


      Accordingly,
those holders of Allowed Claims receiving C&B Liquidating Trust beneficial
interests shall be treated for federal income tax purposes as the grantors and
owners of their respective share of the C&B Liquidating Trust
Assets.  The foregoing treatment shall also apply, to the extent
permitted by applicable law, for state and local income tax
purposes.

      


      (2)  Tax
Reporting.

      


      (A)  The
C&B Trustee shall file returns for the C&B Liquidating Trust as a
grantor trust pursuant to Treasury Regulation section 1.671-4(a) and in
accordance with this Section 5.3(a)(xiii)(2).  The Trustee shall also
annually send to each holder of a beneficial interest a separate statement
setting forth the holder’s share of items of income, gain, loss, deduction or
credit and will instruct all such holders to report such items on their federal
income tax returns or to forward the appropriate information to the beneficial
holders with instructions to report such items on their federal income tax
returns.  The C&B Trustee shall also file (or cause to be filed)
any other statements, returns or disclosures relating to the C&B Liquidating
Trust that are required by any governmental unit.

      


      (B)  As
soon as possible after the Effective Date, the C&B Trustee shall make a
good-faith valuation of the C&B Liquidating Trust Assets, and such valuation
shall be made available from time to time, to the extent relevant, shall be used
consistently by all parties (including, without limitation, the Debtors, the
C&B Trustee and the C&B Liquidating Trust Beneficiaries) for all federal
income tax purposes.


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      (C)  Allocations
of C&B Liquidating Trust taxable income among the C&B Liquidating Trust
Beneficiaries shall be determined by reference to the manner in which an amount
of Cash equal to such taxable income would be distributed (without regard to any
restrictions on distributions described herein) if, immediately prior to such
deemed distribution, the C&B Liquidating Trust had distributed all its other
assets (valued at their tax book value) to the holders of the C&B
Liquidating Trust interests (treating all Disputed Claims as if they were
Allowed Claims (see Section 5.3(a)(xiii)(2)(D) hereof)), in each case up to the
tax book value of the assets treated as contributed by such holders, adjusted
for prior taxable income and loss and taking into account all prior and
concurrent distributions from the C&B Liquidating
Trust.  Similarly, taxable loss of the C&B Liquidating Trust shall
be allocated by reference to the manner in which an economic loss would be borne
immediately after a liquidating distribution of the remaining C&B
Liquidating Trust Assets.  The tax book value of the C&B
Liquidating Trust Assets for this purpose shall equal their fair market value on
the Effective Date, adjusted in accordance with tax accounting principles
prescribed by the Tax Code, the applicable tax regulations, and other applicable
administrative and judicial authorities and pronouncements.

      


      (D)  Subject
to definitive guidance from the Internal Revenue Service, or a court of
competent jurisdiction to the contrary (including the receipt by the C&B
Trustee of a private letter ruling if the C&B Trustee so requests one, or
the receipt of an adverse determination by the Internal Revenue Service upon
audit if not contested by the C&B Trustee), the C&B Trustee shall (A)
timely elect to treat any C&B Liquidating Trust Assets allocable to, or
retained on account of, Disputed Claims (the “C&B Liquidating Trust Claims
Reserve”) as a “disputed ownership fund” governed by Treasury Regulation section
1.468B-9, and (B) to the extent permitted by applicable law, report consistent
with the foregoing for state and local income tax purposes.  All
parties (including New Holdco, the Trustees, and C&B Liquidating Trust
Beneficiaries shall report for tax purposes consistent with the
foregoing.

      


      (E)  The
C&B Trustee shall be responsible for payments, out of the C&B
Liquidating Trust Assets, of any taxes imposed on the trust or its assets
including the C&B Liquidating Trust Claims Reserve.  In the event,
and to the extent, any Cash retained on account of Disputed Claims in the
C&B Liquidating Trust Claims Reserve is insufficient to pay the portion of
any such taxes attributable to the taxable income arising from the assets
allocable to, or retained on account of, Disputed Claims, such taxes shall be
(i) reimbursed from any subsequent Cash amounts retained on account of Disputed
Claims, or (ii) to the extent such Disputed Claims have subsequently been
resolved, deducted from any amounts distributable by the C&B Trustee as a
result of the resolutions of such Disputed Claims.


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      (F)  The
C&B Trustee may request an expedited determination of taxes of the C&B
Liquidating Trust, including the C&B Liquidating Trust Claims Reserve, under
section 505(b) of the Bankruptcy Code for all returns filed for, or on behalf
of, the C&B Liquidating Trust for all taxable periods through the
dissolution of the C&B Liquidating Trust.

      


      (xiv)         Dissolution.  The
C&B Trustee and the C&B Liquidating Trust shall be discharged or
dissolved, as the case may be, at such time as (i) all Disputed Claims have been
resolved, (ii) the C&B Trustee determines, in its sole discretion, that the
administration of the C&B Liquidating Trust Assets is not likely to yield
sufficient additional C&B Liquidating Trust proceeds to justify further
pursuit and (iii) all distributions required to be made by the C&B Trustee
under the Plan and the C&B Liquidating Trust Agreement have been made, but
in no event shall the C&B Liquidating Trust be dissolved later than three
(3) years from the Effective Date unless the Bankruptcy Court, upon motion
within the six month period prior to the third anniversary (or at least six (6)
months prior to the end of an extension period), determines that a fixed period
extension (not to exceed three years, together with any prior extensions,
without a favorable letter ruling from the Internal Revenue Service that any
further extension would not adversely affect the status of the trust as a
liquidating trust for federal income tax purposes) is necessary to facilitate or
complete the recovery and liquidation of the C&B Liquidating Trust
Assets.  If at any time the C&B Trustee determines, in reliance
upon such professionals as the C&B Trustee may retain, that the expense of
administering the C&B Liquidating Trust so as to make a final distribution
to its beneficiaries is likely to exceed the value of the assets remaining in
the C&B Liquidating Trust, the C&B Trustee may apply to the Bankruptcy
Court for authority to (i) reserve any amounts necessary to dissolve the C&B
Liquidating Trust, (ii) donate any balance to a charitable organization exempt
from federal income tax under section 501(c)(3) of the Tax Code that is
unrelated to the Debtors, the C&B Liquidating Trust, and any insider of the
C&B Trustee, and (iii) dissolve the C&B Liquidating Trust.

      


      (xv)          Indemnification of C&B
Trustee.  The C&B Trustee or the individuals comprising the
C&B Trustee, as the case may be, and the C&B Trustee’s agents and
professionals, shall not be liable for actions taken or omitted in its capacity
as, or on behalf of, the C&B Trustee, except those acts arising out of its
or their own willful misconduct or gross negligence, and each shall be entitled
to indemnification and reimbursement for fees and expenses in defending any and
all of its actions or inactions in its capacity as, or on behalf of, the C&B
Trustee, except for any actions or inactions involving willful misconduct or
gross negligence.  Any indemnification claim of the C&B Trustee
(and the other parties entitled to indemnification under this subsection) shall
be satisfied solely from the C&B Liquidating Trust Assets.  The
C&B Trustee shall be entitled to rely, in good-faith, on the advice of its
retained professionals.


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      ARTICLE
VI

      


      PROVISIONS
GOVERNING VOTING AND DISTRIBUTIONS

      


      
        	
                 
      

              	
                6.1

              	
                Voting of
      Claims.

              


      

      


      Each
holder of an Allowed Claim in an impaired class of Claims as of the Voting
Record Date that is entitled to vote on the Plan pursuant to Article III and
Article IV of the Plan shall be entitled to vote separately to accept or reject
the Plan, as provided in the Disclosure Statement Order.

      


      
        	
                 
      

              	
                6.2

              	
                Presumed
      Acceptances by Unimpaired
Classes.

              


      

      


      Charys
Holding Class 1, Charys Holding Class 2, Charys Holding Class 3 Charys Holding
Class 4, C&B Class 1 and C&B Class 2 are Unimpaired under the
Plan.  Under Section 1126(f) of the Bankruptcy Code, holders of such
Unimpaired Claims are conclusively presumed to have accepted the Plan, and the
votes of such Unimpaired Claim holders shall not be solicited.

      


      
        	
                 
      

              	
                6.3

              	
                Impaired
      Classes Deemed To Reject
Plan.

              


      

      


      Holders
of Claims and Equity Interests in Charys Holding Class 9, Charys Holding Class
10, Charys Holding Class 11, C&B Class 4B, C&B Class 5, and C&B
Class 6 are not entitled to receive or retain any property under the
Plan.  Under Section 1126(g) of the Bankruptcy Code, such holders are
deemed to have rejected the Plan, and the votes of such holders shall not be
solicited.

      


      
        	
                 
      

              	
                6.4

              	
                Nonconsensual
      Confirmation.

              


      

      


      If any
impaired class of Claims entitled to vote shall not accept the Plan by the
requisite statutory majority provided in section 1126(c) of the Bankruptcy Code,
the Debtors reserve the right, after consulting with the Creditors’ Committee,
to amend the Plan in accordance with Section 13.5 of the Plan or undertake to
have the Bankruptcy Court confirm the Plan under section 1129(b) of the
Bankruptcy Code or both.  With respect to Charys Holding Class 9,
Charys Holding Class 10, Charys Holding Class 11, C&B Class 4B, C&B
Class 5, and C&B Class 6, all of which are deemed to reject the Plan, the
Debtors shall request that the Bankruptcy Court confirm the Plan pursuant to
section 1129(b) of the Bankruptcy Code.


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.5

              	
                Distributions
      On Account of General Unsecured
Claims

              


      

      


      All
Allowed General Unsecured Claims or Allowed 8.75% Senior Convertible Note Claims
held by a creditor shall be aggregated and treated as a single
Claim.  At the written request of the Disbursing Agent, any creditor
holding multiple Allowed General Unsecured Claims or multiple Allowed 8.75%
Senior Convertible Note Claims shall provide to the Disbursing Agent, as
applicable, a single address to which any distributions shall be
sent.

      


      
        	
                 
      

              	
                6.6

              	
                Date of
      Distributions.

              


      

      


      In the
event that any payment or act under the Plan is required to be made or performed
on a date that is not a Business Day, then the making of such payment or the
performance of such act may be completed on the next succeeding Business Day,
but shall be deemed to have been completed as of the required date.

      


      
        	
                 
      

              	
                6.7

              	
                Disbursing
      Agent.

              


      

      


      All
distributions under the Plan on account of Allowed Claims against Charys Holding
shall be made by the Charys Trustee, as a Disbursing Agent in accordance with
the Plan and the Charys Liquidating Trust Agreement.  All
distributions under the Plan on account of Allowed Claims against C&B shall
be made by the C&B Trustee as a Disbursing Agent in accordance with the Plan
and the C&B Liquidating Trust Agreement.  The applicable
Disbursing Agent shall not be required to give any bond or surety or other
security for the performance of its duties unless otherwise ordered by the
Bankruptcy Court and, in the event that a Disbursing Agent is so otherwise
ordered, all reasonable costs and expenses of procuring any such bond or surety
shall be borne by the applicable Debtor or Liquidating Trusts.  The
Indenture Trustee shall receive the distributions under the Plan for the holders
of the Allowed 8.75% Senior Convertible Note Claims and shall make appropriate
distribution thereof to such holders in accordance with the terms of the
Plan.  Upon delivery of the forgoing distributions to the Indenture
Trustee, the applicable Disbursing Agent shall be released of all liability with
respect to the delivery of such distributions.  The Indenture Trustee
shall retain all rights provided for under the Indenture and related documents
to recover its fees and expenses and those of its counsel and advisors from
distributions made pursuant to the Plan to holders of Allowed 8.75% Senior
Convertible Note Claims.

      


      
        	
                 
      

              	
                6.8

              	
                Rights and
      Powers of Disbursing Agent.

              


      

      


      The
Disbursing Agent shall be empowered to (a) effect all actions and execute all
agreements, instruments and other documents necessary to perform its duties
under the Plan, (b) make all distributions contemplated hereby, (c) employ
professionals to represent it with respect to its responsibilities and (d)
exercise such other powers as may be vested in the Disbursing Agent by order of
the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent
to be necessary and proper to implement the provisions hereof.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.9

              	
                Expenses of
      the Disbursing Agent.

              


      

      


      Except as
otherwise ordered by the Bankruptcy Court, any reasonable fees and expenses
incurred by the Disbursing Agent (including, without limitation, taxes and
reasonable attorneys’ fees and expenses) on or after the Effective Date shall be
paid in Cash in the ordinary course of business, by the applicable Liquidating
Trusts.

      


      
        	
                 
      

              	
                6.10

              	
                Delivery of
      Distributions.

              


      

      


      (a)           Last Known
Address.  Subject to Bankruptcy Rule 9010, all distributions to
any holder of an Allowed Claim or Allowed Administrative Expense Claim shall be
made at the address of such holder as set forth on the Schedules filed with the
Bankruptcy Court or on the books and records of the Debtors or their agents, as
applicable, unless the Debtors, and/or the Liquidating Trustees, as the case may
be, have been notified in writing of a change of address, including, without
limitation, by the filing of a proof of Claim by such holder that contains an
address for such holder different than the address of such holder as set forth
on the Schedules.  In the event that any distribution to any holder is
returned as undeliverable, the applicable Disbursing Agent shall use
commercially reasonable efforts to determine the current address of such holder,
but no distribution to such holder shall be made unless and until the applicable
Disbursing Agent has determined the then-current address of such holder, at
which time such distribution shall be made to such holder without interest;
provided that such
distributions shall be deemed unclaimed property under section 347(b) of the
Bankruptcy Code at the expiration of one (1) year from the Effective
Date.  After such date, all unclaimed property or interests in
property shall be returned by the applicable Disbursing Agent to, and shall
revert to the applicable Liquidating Trust and the Claim of any holder to such
property or interest in property shall be discharged and forever barred; provided, however, that unclaimed
distributions made by the Liquidating Trustees shall be redistributed in
accordance with the priorities set forth in the applicable Liquidating Trust
Agreement, and (ii) with respect to Allowed Claims in Charys Holding Class 7
shall be redistributed ratably as provided in Section 4.7 hereof.

      


      (b)           Distribution Record
Date. With
respect to holders of all Claims against the Debtors, on the Distribution Record
Date, the claims register shall be closed.  Neither the Debtors nor
any other Person shall have any obligation to recognize any transfer of any
Claims occurring after the close of business on such date.

      


      
        	
                 
      

              	
                6.11

              	
                Manner of
      Payment.

              


      

      


      At the
option of the Disbursing Agent, any Cash payment to be made hereunder may be
made by a check or wire transfer.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.12

              	
                No
      Fractional Shares.

              


      

      


      No
fractional shares of New Equity Interests shall be distributed and no Cash shall
be distributed in lieu of such fractional shares.  When any
distribution pursuant to the Plan on account of an Allowed Claim would otherwise
result in the issuance of a number of shares of New Equity Interests that is not
a whole number, the actual distribution of shares of New Equity Interests shall
be rounded as follows: (a) fractions of one-half (1⁄2) or greater shall be rounded
to the next higher whole number and (b) fractions of less than one-half (1⁄2)
shall be rounded to the next lower whole number with no further payment
therefor.  The total number of authorized shares of New Equity
Interests to be distributed to holders of Allowed Claims shall be adjusted as
necessary to account for the foregoing rounding.

      


      
        	
                 
      

              	
                6.13

              	
                No
      Fractional Notes.

              


      

      


      The New
Secured Notes shall not be distributed in denominations of less than one
thousand dollars ($1,000).  When any distribution pursuant to the Plan
of Reorganization on account of an Allowed Claim would otherwise result in the
issuance of an amount of the New Secured Notes that is not a multiple of one
thousand (1,000), the actual distribution of the New Secured Notes shall be
rounded as follows: (i) denominations of five hundred dollars ($500) or greater
shall be rounded up to one thousand dollars ($1,000); and (ii) denominations
less than five hundred dollars ($500) shall be rounded down to zero with no
further payment therefor.

      


      
        	
                 
      

              	
                6.14

              	
                Setoffs and
      Recoupment.

              


      

      


      The
Debtors may, but shall not be required to, setoff against or recoup from any
Claim any Claims of any nature whatsoever that the Debtors may have against the
claimant, provided,
however, that neither the failure to do so nor the allowance of any claim
hereunder shall constitute a waiver or release by the Debtors or their
respective successors of any such claim it may have against such
claimant.

      


      
        	
                 
      

              	
                6.15

              	
                Interest on
      Claims; Dividends.

              


      

      


      Unless
otherwise specifically provided for in the Plan or the Confirmation Order,
postpetition interest shall not accrue or be paid on any Claims, and no holder
of a Claim shall be entitled to interest accruing on or after the Commencement
Date on any Claim.  Unless otherwise specifically provided for in the
Plan or the Confirmation Order, interest shall not accrue or be paid upon any
Claim in respect of the period from the Commencement Date to the date a final
distribution is made thereon if and after such Claim becomes an Allowed
Claim.

      


      No holder
of a Claim who is entitled to shares of New Equity Interests shall be entitled
to dividends on such shares unless such holder’s Claim is an Allowed Claim as of
the applicable record date for such dividends.


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.16

              	
                No
      Distribution In Excess of Allowed
  Amounts.

              


      

      


      Notwithstanding
anything to the contrary herein, no holder of an Allowed Claim shall receive in
respect of such Claim any distribution of a value as of the Effective Date in
excess of the Allowed amount of such Claim.

      


      6.17          Allocation of
Plan Distributions Between Principal and Interest.

      


      To the
extent that any Allowed Claim entitled to a distribution under the Plan consists
of indebtedness and other amounts (such as accrued but unpaid interest thereon),
such distribution shall be allocated first to the principal amount of the Claim
(as determined for federal income tax purposes) and then, to the extent the
consideration exceeds the principal amount of the Claim, to such other
amounts.

      


      ARTICLE
VII

      


      PROCEDURES
FOR TREATING DISPUTED

      CLAIMS
UNDER PLAN OF REORGANIZATION

      


      
        	
                 
      

              	
                7.1

              	
                Objections.

              


      

      


      The
Liquidating Trustees (each as to Claims to be addressed by their respective
Liquidating Trusts) shall be entitled to object to all Claims.  Any
objections shall be served on the respective claimant and filed with the
Bankruptcy Court on or before the later of (a) ninety (90) days after the
Effective Date, or (b) such later date as may be fixed by the Bankruptcy
Court.

      


      
        	
                 
      

              	
                7.2

              	
                Authority
      to Prosecute Objections.

              


      

      


      After the
Effective Date, only the applicable Liquidating Trustees, as applicable, shall
have the authority to file objections to Claims and to settle, compromise,
withdraw, or litigate to judgment objections to Claims.

      


      
        	
                 
      

              	
                7.3

              	
                No
      Distributions Pending
Allowance.

              


      

      


      Notwithstanding
any other provision of the Plan, if any portion of an Administrative Expense
Claim or Claim is Disputed, no payment or distribution provided hereunder shall
be made on account of such Administrative Expense Claim or Claim unless and
until such Disputed Administrative Expense Claim or Disputed Claim becomes
Allowed.

      


      
        	
                 
      

              	
                7.4

              	
                Distributions
      After Allowance.

              


      

      


      To the
extent that a Disputed Claim or Disputed Administrative Expense Claim becomes
Allowed, distributions (if any) shall be made to the holder of such Claim in
accordance with the provisions of the Plan.  As soon as practicable
after the date that the order or judgment of the Bankruptcy Court Allowing any
Disputed Claim or Disputed Administrative Expense Claim becomes a Final Order,
the Disbursing Agent shall provide to the holder of such Administrative Expense
Claim or Claim the distribution (if any) to which such holder is entitled under
the Plan.


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                7.5

              	
                Resolution
      of Administrative Expense Claims and
  Claims.

              


      

      


      On and
after the Effective Date, the applicable Liquidating Trustees, shall have the
authority to compromise, settle, otherwise resolve or withdraw any objections to
Administrative Expense Claims and Claims against the Debtors and to compromise,
settle or otherwise resolve any Disputed Administrative Expense Claims and
Disputed Claims against the Debtors without approval of the Bankruptcy Court,
other than with respect to Administrative Expense Claims relating to
compensation of professionals for fees and expenses incurred prior to the
Confirmation Date.

      


      
        	
                 
      

              	
                7.6

              	
                Estimation
      of Claims. 

              


      

      


      The
Debtors and, after the Effective Date with respect to Claims to receive
distributions from the Liquidating Trusts, the applicable Liquidating Trustee,
may at any time request that the Bankruptcy Court estimate any Contingent Claim,
Unliquidated Claim or Disputed Claim pursuant to section 502(c) of the
Bankruptcy Code regardless of whether any of the Debtors or any other Person
previously objected to such Claim or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to any
Claim, including, without limitation, during the pendency of any appeal relating
to any such objection.  In the event that the Bankruptcy Court
estimates any Contingent Claim, Unliquidated Claim or Disputed Claim, the amount
so estimated shall constitute either the Allowed amount of such Claim or a
maximum limitation on such Claim, as determined by the Bankruptcy
Court.  If the estimated amount constitutes a maximum limitation on
the amount of such Claim, the Debtors or the Liquidating Trustees, as the case
may be, may pursue supplementary proceedings to object to the allowance of such
Claim.  All of the aforementioned objection, estimation and resolution
procedures are intended to be cumulative and not exclusive of one
another.  Claims may be estimated and subsequently compromised,
settled, withdrawn or resolved by any mechanism approved by the Bankruptcy
Court.

      


      
        	
                 
      

              	
                7.7

              	
                Interest.

              


      

      


      To the
extent that a Disputed Claim becomes an Allowed Claim after the Effective Date,
the holder of such Claim shall not be entitled to any interest
thereon.

      


      ARTICLE
VIII

      


      EXECUTORY
CONTRACTS AND UNEXPIRED LEASES

      


      
        	
                 
      

              	
                8.1

              	
                Assumption
      or Rejection of Executory Contracts and Unexpired
      Leases.

              


      


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      Pursuant
to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, all executory
contracts and unexpired leases that exist between the Debtors and any person or
entity prior to the Commencement Date shall be deemed rejected by the Debtors as
of the Effective Date, except for any executory contract or unexpired lease (a)
that has been assumed pursuant to an order of the Bankruptcy Court entered prior
to the Effective Date, (b) as to which a motion for approval of the assumption
of such executory contract or unexpired lease has been filed and served prior to
the Confirmation Date or (c) that is specifically designated as a contract or
lease to be assumed on Schedule 8.1, which Schedule shall be contained in the
Plan Supplement; provided, however, that the Debtors
reserve the right, on or prior to the Confirmation Date, to amend, in
consultation with the Creditors’ Committee, such Schedule to delete any
executory contract or unexpired lease therefrom or add any executory contract or
unexpired lease thereto, in which event such executory contract(s) or unexpired
lease(s) shall be deemed to be, respectively, either rejected or assumed as of
the Effective Date.  The Debtors shall provide notice of any such
amendments to the parties to the executory contracts and unexpired leases
affected thereby.  The listing of a document on Schedule 8.1 shall not
constitute an admission by the Debtors that such document is an executory
contract or an unexpired lease or that the Debtors have any liability
thereunder.

      


      
        	
                 
      

              	
                8.2

              	
                Approval of
      Assumption or Rejection of Executory Contracts and Unexpired
      Leases.  

              


      

      


      Entry of
the Confirmation Order shall, subject to and upon the occurrence of the
Effective Date, constitute (a) the approval, pursuant to sections 365(a) and
1123(b)(2) of the Bankruptcy Code, of the assumption of the executory contracts
and unexpired leases assumed pursuant to Section 8.1 of the Plan, (b) the
extension of time, pursuant to section 365(d)(4) of the Bankruptcy Code, within
which the Debtors may assume, assume and assign or reject the executory
contracts and unexpired leases specified in Section 8.1 of the Plan through the
date of entry of an order approving the assumption, assumption and assignment or
rejection of such executory contracts and unexpired leases and (c) the approval,
pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the
rejection of the executory contracts and unexpired leases rejected pursuant to
Section 8.1 of the Plan.

      


      
        	
                 
      

              	
                8.3

              	
                Inclusiveness.

              


      

      


      Unless
otherwise specified in Schedule 8.1, each executory contract and unexpired lease
listed or to be listed therein shall include any and all modifications,
amendments, supplements, restatements or other agreements made directly or
indirectly by any agreement, instrument or other document that in any manner
affects such executory contract or unexpired lease, without regard to whether
such agreement, instrument or other document is listed on such
schedule.


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                8.4

              	
                Cure of
      Defaults.

              


      

      


      Except to
the extent that different treatment has been agreed to by the non-debtor party
or parties to any executory contract or unexpired lease to be assumed pursuant
to Section 8.1 of the Plan, the Debtors shall, pursuant to the provisions of
sections 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and consistent with
the requirements of section 365 of the Bankruptcy Code, within at least twenty
(20) days prior to the later of (a) the hearing on the Debtors’ motion for
assumption or assumption and assignment and (b) the Confirmation Hearing, file
with the Bankruptcy Court and serve by first class mail on each non-debtor party
to such executory contracts or unexpired leases to be assumed pursuant to
Section 8.1 of the Plan, a notice, which shall list the cure amount as to each
executory contract or unexpired lease to be assumed.  The parties to
such executory contracts or unexpired leases to be assumed or assumed and
assigned by the Debtors shall have twenty (20) days from the date of service of
such notice to file and serve any objection to the cure amounts listed by the
Debtors.  If there are any objections filed, the Bankruptcy Court
shall hold a hearing on a date to be set by the Bankruptcy
Court.  Notwithstanding Section 8.1 of the Plan, the Debtors shall
retain their rights to reject any of their executory contracts or unexpired
leases that are subject to a dispute concerning amounts necessary to cure any
defaults through the Effective Date.

      


      
        	
                 
      

              	
                8.5

              	
                Bar Date
      for Filing Proofs of Claim Relating to Executory Contracts and Unexpired
      Leases Rejected Pursuant to the
Plan.

              


      

      


      Proofs of
Claim for damages arising out of the rejection of an executory contract or
unexpired lease must be filed with the Bankruptcy Court and served upon the
attorneys for the Debtors on or before the date that is thirty (30) days after
the later of (a) the date of service of notice of the Confirmation Date, (b)
notice of modification to Schedule 8.1 of the Plan (solely with respect to the
party directly affected by such modification) or (c) the date of service of
notice of such later rejection date that occurs as a result of a dispute
concerning amounts necessary to cure any defaults (solely with respect to the
party directly affected by such rejection).  In the event that the
rejection of an executory contract or unexpired lease by the Debtors pursuant to
the Plan results in damages to the other party or parties to such contract or
lease, a Claim for such damages, if not evidenced by a timely filed proof of
Claim, shall be forever barred and shall not be enforceable against the Debtors
or their successors, or their properties or interests in property as agents,
successors or assigns.

      


      
        	
                 
      

              	
                8.6

              	
                Indemnification
      and Reimbursement
Obligations.

              


      

      


      The
obligations of Charys Holding and/or C&B to indemnify and reimburse those
officers, directors and employees set forth on an Exhibit contained in the Plan
Supplement against and for any obligations pursuant to articles of
incorporation, codes of regulations, bylaws, applicable state law, or specific
agreement, or any combination of the foregoing, shall survive confirmation of
the Plan, irrespective of whether indemnification or reimbursement is owed in
connection with an event occurring before, on, or after the Commencement Date
and all such obligations shall be, and shall be deemed to be assumed by New
Holdco as of the Effective Date; provided, however, that in no circumstance
shall New Holdco assume any obligation to indemnify or reimburse any individual
in connection with the fraud, willful misconduct, or gross negligence of such
individual.  In furtherance of the foregoing, New Holdco will obtain a
directors’ and officers’ insurance policy with tail coverage for a period of six
years from an insurer whose rating with A.M. Best is no lower than that of the
insurers of the policies in existence on the Effective Date for the current and
former officers and directors of the Debtors, provided, however, that such
policy shall have an aggregate cost of no more than an amount as agreed on by
the Debtors and the Creditors’ Committee.


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                8.7

              	
                Insurance
      Policies.

              


      

      


      Notwithstanding
anything contained in the Plan to the contrary, unless specifically rejected by
order of the Bankruptcy Court, all of the Debtors’ insurance policies and any
agreements, documents or instruments relating thereto, are treated as executory
contracts under the Plan and will be assumed pursuant to the Plan effective as
of the Effective Date.  Nothing contained in this Section shall
constitute or be deemed a waiver of any cause of action that the Debtors may
hold against any entity, including, without limitation, the insurer, under any
of the Debtors’ policies of insurance.

      


      
        	
                 
      

              	
                8.8

              	
                Compensation
      and Benefit Plans.

              


      

      


      All
Benefit Plans of Charys Holding, including Benefit Plans and programs subject to
sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or
after the Commencement Date and not since terminated, shall be deemed to be, and
shall be treated as if they were, executory contracts that are assumed
hereunder.  Charys Holding’s obligations under such plans and programs
shall survive confirmation of the Plan and shall be and shall be deemed to be
assumed by New Holdco, except for (a)
executory contracts or Benefit Plans expressly rejected pursuant to the Plan (to
the extent such rejection does not violate sections 1114 and 1129(a)(13) of the
Bankruptcy Code), (b) executory contracts or employee Benefit Plans that have
previously been rejected, are the subject of a motion to reject pending as of
the Confirmation Date or have been specifically waived by the beneficiaries of
any employee Benefit Plan or contract and (c) such executory contracts or
employee Benefit Plans to the extent they relate to former employees whose
employment by the Debtors terminated prior to the Commencement
Date.  Notwithstanding anything to the contrary in the Plan or the
Confirmation Order, no equity, stock, option or other similar plans in effect on
or prior to the Commencement Date shall be assumed and such plans shall be
cancelled.


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      ARTICLE
IX

      


      CORPORATE
GOVERNANCE AND MANAGEMENT OF

      NEW
HOLDCO

      


      
        	
                 
      

              	
                9.1

              	
                General.

              


      

      


      On the
Effective Date, the management, control and operation of New Holdco shall become
the general responsibility of the Board of Directors of New Holdco.

      


      
        	
                 
      

              	
                9.2

              	
                Operations
      Between Confirmation Date And Effective
  Date.

              


      

      


      The
Debtors shall continue to operate as debtors-in-possession during the period
from the Confirmation Date through the Effective Date.

      


      
        	
                 
      

              	
                9.3

              	
                New
      Organizational Documents.

              


      

      


      The New
Organizational Documents, to the extent applicable, shall prohibit the issuance
of nonvoting equity securities to the extent required by section 1123(a)(6) of
the Bankruptcy Code.

      


      
        	
                 
      

              	
                9.4

              	
                Board of
      New Holdco.

              


      

      


      The
initial Board of Directors of New Holdco shall consist of seven members, to be
determined by the Creditors’ Committee.  The initial members of such
Board, together with biographical information, shall be set forth in the Plan
Supplement.

      


      
        	
                 
      

              	
                9.5

              	
                Officers of
      New Holdco.

              


      

      


      The
initial officers of New Holdco shall be set forth in the Plan
Supplement.  Such officers shall serve in accordance with applicable
non-bankruptcy law, any employment agreement entered into with New Holdco and
the New Organizational Documents.

      


      
        	
                 
      

              	
                9.6

              	
                New
      Employment Agreements.

              


      

      


      (a)            On
the Effective Date, New Holdco shall enter into the New Employment
Agreements.

      


      (b)       
    Pursuant to the CTSI/MSAI Settlement Agreement, new
employment and related agreements will be entered into with certain existing
officers of CTSI and MSAI effective as of the date(s) stated therein, but
subject to the occurrence of the Effective Date.  Under such
employment contracts, the officers will receive the compensation and stock
options in New Holdco provided therein.


      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      (c)       
    Pursuant to the Cotton Settlement Agreement, certain
existing employees of Cotton will enter into new employment agreements with
Cotton effective as of the Effective Date and will receive the compensation
provided for therein.

      


      ARTICLE
X

      


      CONDITIONS
PRECEDENT TO EFFECTIVE DATE

      


      
        	
                 
      

              	
                10.1

              	
                Conditions
      Precedent to Effective Date.

              


      

      


      The
Effective Date shall not occur and the Plan shall not become effective unless
and until the following conditions are satisfied in full or waived in accordance
with Section 10.2 of the Plan:

      


      (a)           The
Confirmation Order, in form and substance reasonably acceptable to the Debtors
and the Creditors’ Committee, shall have been entered and shall be in full force
and effect and there shall not be a stay or injunction in effect with respect
thereto;

      


      (b)           All
actions and all agreements, instruments or other documents necessary to
implement the terms and provisions of the Plan are effected or executed and
delivered, as applicable, in form and substance reasonably satisfactory to the
Debtors and the Creditors’ Committee;

      


      (c)           All
authorizations, consents and regulatory approvals, if any, required by the
Debtors in connection with the consummation of the Plan have been obtained and
have not been revoked, including, if applicable, the expiration or termination
of the notification and waiting periods applicable under the Hart-Scott Rodino
Antitrust Improvement Act of 1976, as amended, with respect to distributions of
any shares of New Equity Interests pursuant to the Plan to any entity required
to file a premerger notification and report form thereunder;

      


      (d)           New
Holdco shall have been organized and the New Organizational Documents of New
Holdco required to be filed with the Secretary of State of Delaware shall have
been filed;

      


      (e)           The
New Employment Agreements shall have become effective;

      


      (f)        
   The Confirmation Order shall contain a finding that the
aggregate amount of Cash necessary to satisfy Allowed Administrative Expense
Claims shall not exceed $10,000,000; and

      


      (g)           Holders
of 90% in principal amount of the 8.75% Senior Convertible Notes shall have
voted to accept the Plan.


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                10.2

              	
                Waiver of
      Conditions.

              


      

      


      Each of
the conditions precedent in Section 10.1 hereof may be waived, in whole or in
part, by the Debtors with the prior consent of the Creditors’ Committee in each
of their sole discretion.  Any such waiver may be effected at any
time, without notice, without leave or order of the Bankruptcy Court and must be
in writing.

      


      
        	
                 
      

              	
                10.3

              	
                Satisfaction
      of Conditions.

              


      

      


      Any
actions required to be taken on the Effective Date shall take place and shall be
deemed to have occurred simultaneously, and no such action shall be deemed to
have occurred prior to the taking of any other such action.  In the
event that one or more of the conditions specified in Section 10.1 of the Plan
have not occurred or otherwise been waived pursuant to Section 10.2 of the Plan,
within 60 days after the Confirmation Date or such later date as may be agreed
upon by the Debtors and the Creditors’ Committee, then (a) the Confirmation
Order shall be vacated, (b) no distributions under the Plan shall be made, (c)
the Debtors and all holders of Claims and interests including any Old Equity
Interests shall be restored to the status quo ante as of the day
immediately preceding the Confirmation Date as though the Confirmation Date
never occurred and (d) the Debtors’ obligations with respect to Claims and
equity interests shall remain unchanged and nothing contained herein shall
constitute or be deemed a waiver or release of any Claims or equity interests by
or against 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 the
Debtors.

      


      ARTICLE
XI

      


      EFFECT
OF CONFIRMATION

      


      
        	
                 
      

              	
                11.1

              	
                Vesting of
      Assets.

              


      

      


      (a)           Vesting of Assets With
Respect to Charys Holding.  On and after the Effective Date,
the Charys Trustee may dispose of the assets of the Charys Liquidating Trust
free of any restrictions of the Bankruptcy Code, but in accordance with the
provisions of the Plan and the Charys Liquidating Trust Agreement.

      


      (b)           Vesting of Assets With
Respect to C&B.  On and after the Effective Date, the
C&B Trustee may dispose of the assets of the C&B Liquidating Trust free
of any restrictions of the Bankruptcy Code, but in accordance with the
provisions of the Plan and the C&B Liquidating Trust Agreement.

      


      (c)           New Holdco and Liquidating
Trust Property.  As of the Effective Date, all property of New
Holdco, and the Liquidating Trusts shall be free and clear of all Claims, liens,
encumbrances, charges and other interests, except as provided in the
Plan.


      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                11.2

              	
                Claims
      Extinguished.

              


      

      


      As of the
Effective Date, any and all alter-ego or derivative claims accruing to the
Debtors or Debtors in Possession against present or former officers and
directors of the Debtors who were officers or directors of Charys Holding and
C&B at any time during the Reorganization Cases (other than any Non-Released
Parties) shall be extinguished whether or not then pending, provided however that no
claims against the Non-Released Parties shall be released.

      


      
        	
                 
      

              	
                11.3

              	
                Binding
      Effect.

              


      

      


      Subject
to the occurrence of the Effective Date, on and after the Confirmation Date, the
provisions of the Plan shall bind any holder of a Claim against, or Equity
Interest in, the Debtors and such holder’s respective successors and assigns,
whether or not such Claim or Equity Interest is impaired under the Plan, whether
or not such holder has accepted the Plan and whether or not such holder is
entitled to a distribution under the Plan.  Additionally, subject to
the occurrence of the Effective Date, on and after the Confirmation Date, the
provisions of the Plan shall bind any holder of a 8.75% Senior Convertible Note
Claim, Mirror Note Claim, and the Indenture Trustee and such holder’s respective
successors and assigns, whether or not such Claim or Equity Interest is impaired
under the Plan, whether or not such holder has accepted the Plan and whether or
not such holder is entitled to a distribution under the Plan.

      


      
        	
                 
      

              	
                11.4

              	
                Discharge
      of Claims and Termination of Equity
  Interests.

              


      

      


      The
rights afforded in and the payments and distributions to be made under the Plan
shall terminate all Equity Interests and discharge all existing debts and Claims
of any kind, nature or description whatsoever against or in the Debtors or any
of their assets or properties to the fullest extent permitted by section 1141 of
the Bankruptcy Code.  Except as provided in the Plan, upon the
Effective Date, all existing Claims against the Debtors and Equity Interests
shall be, and shall be deemed to be, discharged and terminated, and all holders
of such Claims and Equity Interests shall be precluded and enjoined from
asserting against New Holdco, its successors or assigns or any of its assets or
properties, or against the Liquidating Trusts or any of their assets or
properties, any other or further Claim or Equity Interest based upon any act or
omission, transaction or other activity of any kind or nature that occurred
prior to the Effective Date, whether or not such holder has filed a proof of
Claim or proof of equity interest and whether or not the facts or legal bases
therefor were known or existed prior to the Effective Date.

      


      
        	
                 
      

              	
                11.5

              	
                Discharge.

              


      

      


      (a)           Upon
the Effective Date, in consideration of the distributions to be made under the
Plan and except as otherwise expressly provided in the Plan, each holder (as
well as any trustees and agents on behalf of each holder) of a Claim or Equity
Interest and any Affiliate of such holder shall be deemed to have forever
waived, released and discharged the Debtors, to the fullest extent permitted by
section 1141 of the Bankruptcy Code, of and from any and all Claims, Equity
Interests, rights and liabilities that arose prior to the Effective
Date.  Upon the Effective Date, all such persons shall be forever
precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from
prosecuting or asserting any such discharged Claim against or terminated Equity
Interest in the Debtors.


      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      (b)           In
addition to the terms of (a) above, each holder of an 8.75% Senior Convertible
Note Claim, each holder of a Mirror Note Claim, and the Indenture Trustee (as
well as any trustees and agents on behalf of each holder) and any Affiliate of
such holder shall be deemed to have waived, released and discharged the
Affiliated Plan Proponents from any Liens, Claims, causes of action, rights or
liabilities arising from notes issued under, and the guarantees issued pursuant
to, the Indenture.  In addition, the Confirmation Order shall provide
that the Indenture Trustee is authorized and directed to take all such actions
necessary to effectuate the foregoing.  Upon the Effective Date, all
such persons shall be forever precluded and enjoined from prosecuting or
asserting any such discharged Claim against the Affiliated Plan
Proponents.

      


      
        	
                 
      

              	
                11.6

              	
                Injunction
      or Stay.

              


      

      


      Except as
otherwise expressly provided herein or in the Confirmation Order, all Persons or
entities who have held, hold or may hold Claims against or Equity Interests in
either of the Debtors, and all other parties in interest, along with their
respective present and former employees, agents, officers, directors, principals
and affiliates, are permanently enjoined, from and after the Effective Date,
from (a) commencing or continuing in any manner any action or other proceeding
of any kind on any such Claim or Equity Interest against any of the Debtors or
the Liquidating Trusts, (b) the enforcement, attachment, collection or recovery
by any manner or means of any judgment, award, decree or order against the
Debtors or the Liquidating Trusts, (c) creating, perfecting or enforcing any
encumbrance of any kind against the Debtors or the Liquidating Trusts or against
the property or interests in property of the Debtors or the Liquidating Trusts,
(d) asserting any right of setoff, subrogation or recoupment of any kind against
any obligation due to the Debtors or against the property or interests in
property of the Debtors, or the Liquidating Trusts with respect to such Claim or
Equity Interest or (e) pursuing any claim released pursuant to this Article XI
of the Plan.  Such injunction shall extend to any successors of the
Debtors and the Liquidating Trusts, including, without limitation, New Holdco,
and their respective properties and interests in properties.

      


      
        	
                 
      

              	
                11.7

              	
                Terms of
      Injunction or Stay.

              


      

      


      Unless
otherwise provided in the Confirmation Order, all injunctions or stays arising
under or entered during the Reorganization Cases under section 105 or 362 of the
Bankruptcy Code, or otherwise, that are in existence on the Confirmation Date
shall remain in full force and effect until the Effective Date.


      
        
           


        

        
          54

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                11.8

              	
                Injunction
      Against Interference With Plan of
  Reorganization.

              


      

      


      Upon the
entry of the Confirmation Order, all holders of Claims and Equity Interests and
other parties in interest, along with their respective present or former
employees, agents, officers, directors, principals and affiliates shall be
enjoined from taking any actions to interfere with the implementation or
consummation of the Plan.

      


      
        	
                 
      

              	
                11.9

              	
                Exculpation. 

              


      

      


      Notwithstanding
anything herein to the contrary, as of the Effective Date, none of the Debtors,
New Holdco, the Affiliated Plan Proponents, the Liquidating Trusts, the
Creditors’ Committee, the Ad Hoc Noteholders Committee, and the Indenture
Trustee, and their respective officers, directors, members, employees,
accountants, financial advisors, investment bankers, agents, restructuring
advisors and attorneys and representatives (but, in each case, solely in their
capacities as such) shall have or incur any liability for any Claim, cause of
action or other assertion of liability for any act taken or omitted to be taken
in connection with, or arising out of, the Reorganization Cases, the
formulation, dissemination, confirmation, consummation or administration of the
Plan, property to be distributed under the Plan or any other act or omission in
connection with the Reorganization Cases, the Plan, the Disclosure Statement or
any contract, instrument, document or other agreement related thereto; provided, however, that the foregoing
shall not affect the liability of any person that otherwise would result from
any such act or omission to the extent such act or omission is determined by a
Final Order to have constituted willful misconduct or gross
negligence.  Any of the forgoing Persons in all respects shall be
entitled to rely upon the advice of counsel with respect to any of the
foregoing.  The foregoing exculpation shall not apply to the
Non-Released Parties.

      


      
        	
                 
      

              	
                11.10

              	
                Releases.

              


      

      


      Effective
as of the Confirmation Date but subject to the occurrence of the Effective Date,
and in consideration of the services of (a) the present and former directors,
officers, members, employees, affiliates, agents, financial advisors,
restructuring advisors, attorneys and representatives of or to the Debtors who
acted in such capacities after the Commencement Date; (b) the Indenture Trustee;
and (c) the members of the Creditors’ Committee, and their respective
professionals in connection with the Reorganization Cases; (x) the Debtors, the
Affiliated Plan Proponents, and New Holdco; (y) each holder of a Claim that
votes to accept the Plan (or is deemed to accept the Plan) and (z) to the
fullest extent permissible under applicable law, as such law may be extended or
integrated after the Effective Date, each holder of a Claim or Equity Interest
that does not vote to accept the Plan, shall release unconditionally and forever
each present or former director, officer, member, employee, affiliate, agent,
financial advisor, restructuring advisor, attorney and representative (and their
respective affiliates) of the Debtors who acted in such capacity after the
Commencement Date, the Affiliated Plan Proponents, the Indenture Trustee, the
Creditors’ Committee, and each of their respective members, officers, directors,
agents, financial advisors, attorneys, employees, equity holders, parent
corporations, subsidiaries, partners, affiliates and representatives (but, in
each case, solely in their capacities as such) from any and all Claims or causes
of action whatsoever in connection with, related to, or arising out of the
Reorganization Cases, the pursuit of confirmation of the Plan, the consummation
thereof, the administration thereof or the property to be distributed
thereunder; provided,
however, that the
foregoing shall not operate as a waiver of or release from any causes of action
arising out of the willful misconduct or gross negligence of any such person or
entity; and provided further,
however, that the foregoing release shall not apply to the Non-Released
Parties.


      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                11.11

              	
                Avoidance
      Actions/Objections.

              


      

      


      Other
than any releases granted herein, by the Confirmation Order and by Final Order
of the Bankruptcy Court, as applicable, from and after the Effective Date, the
Liquidating Trusts, as applicable, shall have the right to prosecute any
avoidance or equitable subordination or recovery actions under sections 105,
502(d), 510, 542 through 551, and 553 of the Bankruptcy Code that belong to the
Debtors or Debtors in Possession, provided however, that the
Debtors shall be deemed to have waived all causes of action including avoidance,
equitable subordination, and recovery actions against the Indenture Trustee and
holders of 8.75% Senior Convertible Note Claims and Mirror Note
Claims.

      


      
        	
                 
      

              	
                11.12

              	
                Retention
      of Causes of Action/Reservation of
  Rights.

              


      

      


      (a)           Except
as provided in the Plan, nothing contained in the Plan or the Confirmation Order
shall be deemed to be a waiver or the relinquishment of any rights or causes of
action that the Debtors or the Liquidating Trusts may have or which the
Liquidating Trusts may choose to assert on behalf of the respective Debtor’s
estate under any provision of the Bankruptcy Code or any applicable
nonbankruptcy law, including, without limitation, (i) any and all Claims against
any person or entity, to the extent such person or entity asserts a crossclaim,
counterclaim, and/or Claim for setoff which seeks affirmative relief against the
Debtors, the Liquidating Trusts, their officers, directors, or representatives
and (ii) the turnover of any property of the Debtors’ estates.

      


      (b)           Nothing
contained in the Plan or the Confirmation Order shall be deemed to be a waiver
or relinquishment of any claim, cause of action, right of setoff, or other legal
or equitable defense which the Debtors had immediately prior to the Commencement
Date, against or with respect to any Claim left Unimpaired by the
Plan.  The Liquidating Trusts shall have, retain, reserve, and be
entitled to assert all such claims, causes of action, rights of setoff, and
other legal or equitable defenses which the Debtors had immediately prior to the
Commencement Date fully as if the Reorganization Cases had not been commenced,
and all of the Debtors’ legal and equitable rights respecting any Claim left
Unimpaired by the Plan may be asserted after the Confirmation Date by the
Liquidating Trusts to the same extent as if the Reorganization Cases had not
been commenced.


      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      ARTICLE
XII

      


      RETENTION
OF JURISDICTION

      


      The
Bankruptcy Court shall have exclusive jurisdiction of all matters arising out
of, or related to, the Reorganization Cases and the Plan pursuant to, and for
the purposes of, sections 105(a) and 1142 of the Bankruptcy Code, including,
without limitation:

      


      (a)        
   To hear and determine pending motions or applications for the
assumption or rejection of executory contracts or unexpired leases, the
allowance of Claims and Administrative Expense Claims resulting therefrom and
any disputes with respect to executory contracts or unexpired leases relating to
facts and circumstances arising out of or relating to the Reorganization
Cases;

      


      (b)       
    To determine any and all adversary proceedings, motions,
applications and contested matters pending on or commenced after the
Confirmation Date;

      


      (c)        
   To hear and determine all applications for compensation and
reimbursement of expenses under sections 330, 331 and 503(b) of the Bankruptcy
Code;

      


      (d)       
    To hear and determine any objections to, or requests for
estimation of Disputed Administrative Expense Claims and Disputed Claims, in
whole or in part and otherwise resolve disputes as to Administrative Expense
Claims and Claims;

      


      (e)       
    To resolve disputes as to the ownership of any
Administrative Expense Claim, Claim or Old Equity Interest;

      


      (f)       
     To enter and implement such orders as may be
appropriate in the event the Confirmation Order is for any reason stayed,
revoked, modified or vacated;

      


      (g)       
    To issue such orders in aid of execution of the Plan, to
the extent authorized by section 1142 of the Bankruptcy Code;

      


      (h)         
  To consider any amendments to or modifications of the Plan or to
cure any defect or omission, or reconcile any inconsistency, in any order of the
Bankruptcy Court, including, without limitation, the Confirmation
Order;

      


      (i)         
   To hear and determine disputes or issues arising in connection
with the interpretation, implementation or enforcement of the Plan, the
Confirmation Order, any transactions or payments contemplated hereby, any
agreement, instrument, or other document governing or relating to any of the
foregoing or any settlement approved by the Bankruptcy Court;


      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      (j)         
   To hear and determine matters concerning state, local and
federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy
Code (including, without limitation, any request by the Debtors prior to the
Effective Date or by the Liquidating Trustees or any Disbursing Agent after the
Effective Date for an expedited determination of tax under section 505(b) of the
Bankruptcy Code);

      


      (k)        
   To hear and determine all disputes involving the existence,
scope, nature or otherwise of the discharges, releases, injunctions and
exculpations granted under the Plan, the Confirmation Order or the Bankruptcy
Code;

      


      (l)       
     To issue injunctions and effect any other actions that
may be necessary or appropriate to restrain interference by any person or entity
with the consummation, implementation or enforcement of the Plan, the
Confirmation Order or any other order of the Bankruptcy Court;

      


      (m)           To
determine such other matters and for such other purposes as may be provided in
the Confirmation Order;

      


      (n)       
    To hear and determine any rights, Claims or causes of
action held by or accruing to the Debtors pursuant to the Bankruptcy Code or
pursuant to any federal or state statute or legal theory;

      


      (o)       
    To recover all assets of the Debtors and property of the
Debtors’ estates, wherever located;

      


      (p)       
    To hear all disputes concerning the Liquidating
Trusts;

      


      (q)       
    To enter a final decree closing the Reorganization
Cases; and

      


      (r)          
  To hear any other matter not inconsistent with the Bankruptcy
Code.

      


      ARTICLE
XIII

      


      MISCELLANEOUS
PROVISIONS

      


      
        	
                 
      

              	
                13.1

              	
                Effectuating
      Documents and Further
Transactions.

              


      

      


      On or
before the Effective Date, and without the need for any further order or
authority, the Debtors shall file with the Bankruptcy Court or execute, as
appropriate, such agreements and other documents that are in form and substance
satisfactory to them and the Creditors’ Committee as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Plan.  As of the Effective Date, New Holdco and the Liquidating Trusts
are authorized to execute, deliver, file, or record such contracts, instruments,
releases, indentures and other agreements or documents and take such actions as
may be necessary or appropriate to effectuate and further evidence the terms and
conditions of the Plan and any securities issued pursuant to the
Plan.


      
        
           


        

        
          58

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                13.2

              	
                Withholding
      and Reporting Requirements.

              


      

      


      In
connection with the Plan and all instruments issued in connection therewith and
distributed thereon, any party issuing any instrument or making any distribution
under the Plan shall comply with all applicable withholding and reporting
requirements imposed by any federal, state or local taxing authority, and all
distributions under the Plan shall be subject to any such withholding or
reporting requirements.  Notwithstanding the above, each holder of an
Allowed Claim that is to receive a distribution under the Plan shall have the
sole and exclusive responsibility for the satisfaction and payment of any tax
obligations imposed on such holder by any governmental unit, including income,
withholding and other tax obligations, on account of such
distribution.  Any party issuing any instrument or making any
distribution under the Plan has the right, but not the obligation, to not make a
distribution until such holder has made arrangements satisfactory to such
issuing or disbursing party for payment of any such tax
obligations.

      


      
        	
                 
      

              	
                13.3

              	
                Corporate
      Action.

              


      

      


      On the
Effective Date, all matters provided for under the Plan that would otherwise
require approval of the stockholders or directors of one or more of the Debtors,
shall be deemed to have occurred and shall be in effect from and after the
Effective Date pursuant to the applicable general corporation law of the states
in which the Debtors are incorporated, without any requirement of further action
by the stockholders or directors of the Debtors.

      


      
        	
                 
      

              	
                13.4

              	
                Tax
      Matters

              


      

      


      (a)           For
all taxable periods ending on or prior to, or including, the Effective Date, the
Charys Trustee shall prepare and file (or cause to be prepared and filed) on
behalf of the Charys Group or Chary Holding all tax returns, reports,
certificates, forms or similar statements or documents, including amended
returns (collectively, “Tax Returns”), whether related to income taxes or
non-income taxes, required to be filed or that the Charys Trustee otherwise
deems appropriate, and the Charys Trustee shall have full authority with respect
to such Tax Returns and related taxes as if it were the debtor in
possession.  The C&B Trustee shall prepare and file (or cause to
be prepared and filed) all Tax Returns required to be filed or that the C&B
Trustee otherwise deems appropriate, in each case, where such Tax Returns solely
relate to C&B and its subsidiaries and are not Tax Returns of the Charys
Group, and the C&B Trustee shall have full authority with respect to such
Tax Returns and related taxes as if it were the debtor in
possession.  The Charys Trustee shall provide New Holdco with a copy
of each prepared Tax Return relating to a Proponent Inclusive Group at least
twenty days prior to the due date or filing thereof, along with supporting
workpapers, for New Holdco’s review and approval.  The Charys Trustee
and New Holdco shall attempt in good faith to resolve any disagreements
regarding such Tax Returns prior to the due date for filing.  In the
event that the Charys Trustee and New Holdco are unable to resolve any dispute
with respect to such a Tax Return at least ten days prior to the due date for
filing (or otherwise within a reasonable period of time), such dispute shall be
resolved pursuant to Section 13.4(d).


      
        
           


        

        
          59

          
            

          

        

        
           


        

      


      (b)           If
following the Effective Date notice of any claim, audit or other proceeding with
respect to taxes of a Proponent Inclusive Group shall be received by the Charys
Trustee, on the one hand, or any of the Affiliated Plan Proponents or New Holdco
on the other hand, the notified party shall notify the other party of claim,
audit or other proceeding.  The Charys Trustee shall control all such
administrative and judicial proceedings.  The Charys Trustee shall
keep New Holdco reasonably informed regarding the progress of such proceedings
and any application for a ruling from the Internal Revenue Service and New
Holdco shall be entitled to participate in such proceedings or ruling request at
its own expense.  The Charys Trustee shall not settle or compromise
any such claim, audit or other proceeding, or submit a ruling request without
the prior written consent of New Holdco, which consent shall not be unreasonably
withheld.

      


      (c)           The
Charys Trustee and New Holdco shall (and New Holdco shall cause the Affiliated
Plan Proponents to) furnish to each other, upon request, as promptly as
practicable, such information and assistance (including access to books and
records and personnel as well as the timely provision of powers of attorney or
similar authorizations) as is reasonably necessary for the filing of all Tax
Returns and the preparation for, and contest of, any audit or administrative or
judicial proceeding relating to taxes of a Proponent Inclusive
Group.

      


      (d)           If
the Charys Trustee and New Holdco are unable to resolve any disagreement
relating to any provision of this Section 13.14, the disagreement shall be
referred to an independent accounting firm mutually acceptable to the Charys
Trustee and New Holdco (the “Independent Expert”).  The Independent
Expert shall resolve the disagreement as soon as practicable and the decision of
the Independent Expert shall be conclusive and binding on the Charys Trustee and
New Holdco.  The fees of the Independent Expert shall be divided
equally between the Charys Trustee and New Holdco.

      


      (e)           Prior
to the Effective Date, Charys Holding shall designate (or cause to be
designated) LFC, Inc., or such other entity as New Holdco shall select, as
permitted by law, as the “substitute agent” (within the meaning of Treasury
Regulation Section 1.1502-77) for the Charys Group in accordance with Treasury
Regulation Section 1.1502-77 and Rev. Proc. 2002-43, 2002-2 C.B. 99 (June 28,
2002), in either case, as amended or supplemented, and any comparable provision
under state and local law, with respect to all taxable periods ending on or
before, or including, the Effective Date.

      


      
        	
                 
      

              	
                13.5

              	
                Modification
      of Plan.

              


      

      


      Subject
to the prior consent of the Creditors’ Committee, alterations, amendments or
modifications of or to the Plan may be proposed in writing by the Debtors at any
time prior to the Confirmation Date, provided that the Plan, as altered, amended
or modified satisfies the conditions of sections 1122 and 1123 of the Bankruptcy
Code and the Debtors shall have complied with section 1125 of the Bankruptcy
Code.  Subject to the prior consent of the Creditors’ Committee, the
Plan may be altered, amended or modified at any time after the Confirmation Date
and before substantial consummation, provided that the Plan, as altered, amended
or modified, satisfies the requirements of sections 1122 and 1123 of the
Bankruptcy Code and the Bankruptcy Court, after notice and a hearing, confirms
the Plan, as altered, amended or modified, under section 1129 of the Bankruptcy
Code and the circumstances warrant such alterations, amendments or
modifications.  A holder of a Claim that has accepted the Plan shall
be deemed to have accepted the Plan, as altered, amended or modified, if the
proposed alteration, amendment or modification does not materially and adversely
change the treatment of the Claim of such holder.


      
        
           


        

        
          60

          
            

          

        

        
           


        

      


      Prior to
the Effective Date, the Debtors may, with the prior consent of the Creditors’
Committee, make appropriate technical adjustments and modifications to the Plan
without further order or approval of the Bankruptcy Court, provided that such
technical adjustments and modifications do not adversely affect in a material
way the treatment of holders of Claims or Equity Interests.

      


      For the
avoidance of doubt, the foregoing shall not effect a waiver of any rights that
any party may have with respect to modification of the Plan under section 1127
of the Bankruptcy Code.

      


      
        	
                 
      

              	
                13.6

              	
                Revocation
      or Withdrawal of the Plan.

              


      

      


      The
Debtors reserve the right to revoke or withdraw the Plan, in whole or in part,
prior to the Confirmation Date.  If the Debtors revoke or withdraw the
Plan in whole prior to the Confirmation Date, then the Plan shall be deemed null
and void.  In such event, nothing contained herein shall constitute or
be deemed a waiver or release of any Claims or Equity Interests by or against
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 the
Debtors.  The Debtors reserve the right to withdraw the Plan with
respect to either Debtor and proceed with confirmation of the Plan with respect
to the other Debtor.  In such event, nothing contained herein shall
constitute or be deemed a waiver or release of any Claims against or equity
interests in the Debtor withdrawn from the Plan or any other person or to
prejudice in any manner the rights of such Debtor or any person in any further
proceedings involving such withdrawn Debtor.

      


      
        	
                 
      

              	
                13.7

              	
                Continuing
      Exclusivity Period.

              


      

      


      Subject
to further order of the Bankruptcy Court, until the Effective Date, the Debtors
shall, pursuant to section 1121 of the Bankruptcy Code, retain the exclusive
right to amend the Plan and to solicit acceptances thereof.


      
        
           


        

        
          61

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                13.8

              	
                Plan
      Supplement.

              


      

      


      The Plan
Supplement and the documents contained therein shall be in form and substance
reasonably satisfactory to the Debtors and the Creditors’ Committee, and shall
be filed with the Bankruptcy Court no later than five (5) Business Days before
the deadline for voting to accept or reject the Plan, provided that the documents
included therein may thereafter be amended and supplemented prior to execution
with the consent of the Creditors’ Committee.  The Plan Supplement and
the documents contained therein are incorporated into and made a part of the
Plan as if set forth in full herein.

      


      
        	
                 
      

              	
                13.9

              	
                Payment of
      Statutory Fees.

              


      

      


      All fees
payable under section 1930 of chapter 123 of title 28 of the United States Code,
as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid
on the Effective Date.

      


      
        	
                 
      

              	
                13.10

              	
                Post-Confirmation
      Date Professional Fees and
Expenses.

              


      

      


      From and
after the Confirmation Date, Charys Holding or C&B, as the case may be,
shall, in the ordinary course of business and without the necessity for any
approval by the Bankruptcy Court, pay the reasonable fees and expenses of
professional persons thereafter incurred by them.

      


      
        	
                 
      

              	
                13.11

              	
                Dissolution
      of the Creditors’ Committee.

              


      

      


      On the
Effective Date, the Creditors’ Committee shall be dissolved and the members
thereof shall be released and discharged of and from all further authority,
duties, responsibilities and obligations related to and arising from and in
connection with the Reorganization Cases, and the retention or employment of the
Creditors’ Committee’s attorneys, accountants and other agents, if any, shall
terminate other than for purposes of (i) filing and prosecuting applications for
final allowances of compensation for professional services rendered and
reimbursement of expenses incurred in connection therewith, and (ii) reviewing
and objecting to the applications of other parties for the allowance of
compensation for professional services rendered and reimbursement of expenses
incurred in connection therewith.

      


      
        	
                 
      

              	
                13.12

              	
                Indenture
      Trustee as Claim Holder.

              


      

      


      Consistent
with Bankruptcy Rule 3003(c), the Debtors shall recognize a proof of Claim
timely filed by the Indenture Trustee in respect of any Claims under the
Indenture.  Accordingly, any Claim for principal and interest under
the 8.75% Senior Convertible Notes, proof of which is filed by the registered or
beneficial holder of any 8.75% Senior Convertible Notes, is disallowed as
duplicative of the Claim of the Indenture Trustee, without any further action of
the Bankruptcy Court.


      
        
           


        

        
          62

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                13.13

              	
                Exemption
      from Transfer Taxes.

              


      

      


      Pursuant
to section 1146(a) of the Bankruptcy Code, the issuance, transfer or exchange of
notes or equity securities under or in connection with the Plan, the creation of
any mortgage, deed of trust or other security interest, the making or assignment
of any lease or sublease or the making or delivery of any deed or other
instrument of transfer under, in furtherance of, or in connection with the Plan,
including, without limitation, the New Secured Notes and New Common Stock, any
merger agreements or agreements of consolidation, deeds, bills of sale or
assignments executed in connection with any of the transactions contemplated
under the Plan, shall not be subject to any stamp, real estate transfer,
mortgage recording or other similar tax.

      


      
        	
                 
      

              	
                13.14

              	
                Expedited
      Tax Determination.

              


      

      


      The
Debtors and the Liquidating Trusts are authorized to request an expedited
determination of taxes under section 505(b) of the Bankruptcy Code for any or
all returns filed for, or on behalf of, the Debtors for any and all taxable
periods (or portions thereof) ending after the Commencement Date through and
including the Effective Date.

      


      
        	
                 
      

              	
                13.15

              	
                Exhibits/Schedules.

              


      

      


      All
exhibits and schedules to the Plan, including the Plan Supplement, are
incorporated into and are a part of the Plan as if set forth in full
herein.

      


      
        	
                 
      

              	
                13.16

              	
                Substantial
      Consummation.  

              


      

      


      On the
Effective Date, the Plan shall be deemed to be substantially consummated under
sections 1101 and 1127(b) of the Bankruptcy Code.

      


      
        	
                 
      

              	
                13.17

              	
                Severability
      of Plan Provisions.

              


      

      


      If, prior
to the entry of the Confirmation Order, any term or provision of the Plan is
held by the Bankruptcy Court to be invalid, void, or unenforceable, the
Bankruptcy Court, at the request of the Debtors, subject to the consent of the
Creditors’ Committee, shall have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted.  Notwithstanding any such
holding, alteration, or interpretation, unless agreed otherwise between the
Debtors and the Creditors’ Committee, the remainder of the terms and provisions
of the Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or
interpretation.  The Confirmation Order shall constitute a judicial
determination and shall provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is valid
and enforceable pursuant to its terms.


      
        
           


        

        
          63

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                13.18

              	
                Governing
      Law.

              


      

      


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

      


      
        	
                 
      

              	
                13.19

              	
                Computation
      of Time.

              


      

      


      In
computing any period of time prescribed or allowed by the Plan, the provisions
of Rule 9006(a) of the Bankruptcy Rules shall apply.

      


      
        	
                 
      

              	
                13.20

              	
                Notices.

              


      

      


      All
notices, requests and demands to or upon the Debtors to be effective shall be in
writing (including by facsimile transmission) and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

      


      Charys
Holding Company Inc.

      1117
Perimeter Center West

      Suite
N415

      Atlanta,
Georgia  30338

      
        	
                 
      

              	
                Attn:

              	
                Michael
      F. Oyster

              


      

      
        	
                 
      

              	
                Telephone:

              	
                (678)
      443-2300

              


      

      
        	
                 
      

              	
                Facsimile:

              	
                (678)
      443-2320

              


      

      


      - and
-

      


      Weil,
Gotshal & Manges LLP

      767 Fifth
Avenue

      New York,
New York 10153

      
        	
                 
      

              	
                Attn:

              	
                Stephen
      Karotkin, Esq.

              


      

      Damon P.
Meyer, Esq.

      
        	
                 
      

              	
                Telephone:

              	
                (212)
      310-8000

              


      

      
        	
                 
      

              	
                Facsimile:

              	
                (212)
      310-8007

              


      

      


      - and
-


      
        
           


        

        
          64

          
            

          

        

        
           


        

      


      Milbank,
Tweed, Hadley & McCloy LLP

      One Chase
Manhattan Plaza

      New York,
New York  10005

      
        	
                 
      

              	
                Attn:

              	
                Matthew
      S. Barr, Esq.

              


      

      Brian
Kinney, Esq.

      
        	
                 
      

              	
                Telephone:

              	
                (212)
      530-5000

              


      

      
        	
                 
      

              	
                Facsimile:

              	
                (212)
      530-5219

              


      

      


      
        	
                 
      

              	
                13.21

              	
                Section
      Headings

              


      

      


      The
section headings contained in the Plan are for reference purposes only and shall
not affect in any way the meaning or interpretation of the
Plan.


      
        
           


        

        
          65

          
            

          

        

        
           


        

      


      Dated:  December
8, 2008

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                              Respectfully
      submitted,

                                            
	 
      	 
      	 
      	 
      
	 
      	
                                              Charys
      Holding Company, Inc.

                                            
	 
      	
                                              Crochet
      & Borel Services, Inc.

                                            
	 
      	
                                              Complete
      Tower Sources, Inc.

                                            
	 
      	
                                              LFC,
      Inc.

                                            
	 
      	
                                              Mitchell
      Site Acq. Inc.

                                            
	 
      	
                                              Cotton
      Commercial USA, Inc.

                                            
	 
      	 
      	 
      	 
      
	 
      	
                                              By:

                                            	
                                              /s/  

                                            	
                                              Michael F. Oyster

                                            
	 
      	 
      	
                                              Name:

                                            	
                                              Michael
      F. Oyster

                                            
	 
      	 
      	
                                              Title:

                                            	
                                              President
      and

                                            
	 
      	 
      	 
      	
                                              Chief
      Executive
Officer

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          66

          
            

          

        

        
           


        

      


      UNITED
STATES BANKRUPTCY COURT

      DISTRICT
OF DELAWARE

      


      
        
          
            
              	 
      	
                      x

                    	 
      
	
                      In
      re

                    	
                      :

                    	 
      
	 
      	
                      :

                    	
                      Chapter
      11 Case No.

                    
	 
      	
                      :

                    	 
      
	
                      CHARYS
      HOLDING COMPANY, INC., and

                    	
                      :

                    	 
      
	
                      CROCHET
      & BOREL SERVICES, INC.

                    	
                      :

                    	
                      08-10289
      (BLS)

                    
	 
      	
                      :

                    	 
      
	
                      Debtors.

                    	
                      :

                    	
                      (Jointly
      Administered)

                    
	 
      	
                      :

                    	 
      
	 
      	
                      x

                    	 
      


            

          

        

      

      


      


      


      JOINT
PLAN OF REORGANIZATION OF DEBTORS AND

      CERTAIN
NONDEBTOR AFFILIATES

      UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE

      


      


      


      
        
          
            	
                    WEIL,
      GOTSHAL & MANGES LLP

                  	
                    RICHARDS,
      LAYTON & FINGER, P.A.

                  
	
                    767
      Fifth Avenue

                  	
                    One
      Rodney Square

                  
	
                    New
      York, New York 10153

                  	
                    920
      North King Street

                  
	
                    (212)
      310-8000

                  	
                    Wilmington,
      Delaware  19801

                  
	 
      	
                    (302)
      651-7700

                  
	 
      	 
      
	
                    Co-Attorneys
      for Debtors and

                  	
                    Co-Attorneys
      for Debtors and

                  
	
                    Debtors
      In Possession

                  	
                    Debtors
      In Possession

                  
	 
      	 
      
	
                    Dated:
      December 8, 2008

                  	 
      


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	 
      	 
      	 
      	 
      	
                                                                                      Page

                                                                                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                                      ARTICLE
      I

                                                                                    	
                                                                                      DEFINITIONS
      AND INTERPRETATION

                                                                                    	
                                                                                      1

                                                                                    	 
      
	 
      	
                                                                                      1.1

                                                                                    	
                                                                                      8.75%
      Senior Convertible Notes

                                                                                    	
                                                                                      1

                                                                                    	 
      
	 
      	
                                                                                      1.2

                                                                                    	
                                                                                      8.75%
      Senior Convertible Note Claims

                                                                                    	
                                                                                      1

                                                                                    	 
      
	 
      	
                                                                                      1.3

                                                                                    	
                                                                                      Ad
      Hoc Noteholders Committee

                                                                                    	
                                                                                      1

                                                                                    	 
      
	 
      	
                                                                                      1.4

                                                                                    	
                                                                                      Administrative
      Claims Bar Date

                                                                                    	
                                                                                      1

                                                                                    	 
      
	 
      	
                                                                                      1.5

                                                                                    	
                                                                                      Administrative
      Expense Claim

                                                                                    	
                                                                                      2

                                                                                    	 
      
	 
      	
                                                                                      1.6

                                                                                    	
                                                                                      Affiliate

                                                                                    	
                                                                                      2

                                                                                    	 
      
	 
      	
                                                                                      1.7

                                                                                    	
                                                                                      Affiliated
      Plan Proponent

                                                                                    	
                                                                                      2

                                                                                    	 
      
	 
      	
                                                                                      1.8

                                                                                    	
                                                                                      Affiliated
      Plan Proponent 8.75% Senior Convertible Note Claims

                                                                                    	
                                                                                      2

                                                                                    	 
      
	 
      	
                                                                                      1.9

                                                                                    	
                                                                                      Allowed

                                                                                    	
                                                                                      2

                                                                                    	 
      
	 
      	
                                                                                      1.10

                                                                                    	
                                                                                      Ballots

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.11

                                                                                    	
                                                                                      Bankruptcy
      Code

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.12

                                                                                    	
                                                                                      Bankruptcy
      Court

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.13

                                                                                    	
                                                                                      Bankruptcy
      Rules

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.14

                                                                                    	
                                                                                      Benefit
      Plans

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.15

                                                                                    	
                                                                                      Business
      Day

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.16

                                                                                    	
                                                                                      C&B

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.17

                                                                                    	
                                                                                      C&B
      Class 4 Pro Rata Share

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.18

                                                                                    	
                                                                                      C&B
      Equity Interest

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.19

                                                                                    	
                                                                                      C&B
      Liquidating Trust

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.20

                                                                                    	
                                                                                      C&B
      Liquidating Trust Agreement

                                                                                    	
                                                                                      3

                                                                                    	 
      
	 
      	
                                                                                      1.21

                                                                                    	
                                                                                      C&B
      Liquidating Trust Assets

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.22

                                                                                    	
                                                                                      C&B
      Liquidating Trust Beneficiaries

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.23

                                                                                    	
                                                                                      C&B
      Liquidating Trust Claims Reserve

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.24

                                                                                    	
                                                                                      C&B
      Securities Claim

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.25

                                                                                    	
                                                                                      C&B
      8.75% Senior Convertible Note Claims

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.26

                                                                                    	
                                                                                      C&B
      Trustee

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.27

                                                                                    	
                                                                                      Cash

                                                                                    	
                                                                                      4

                                                                                    	 
      
	 
      	
                                                                                      1.28

                                                                                    	
                                                                                      Charys
      8.75% Senior Convertible Note Claims

                                                                                    	
                                                                                      4

                                                                                    	 
      


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 
      	 
      	 
      	 
      	
                                                                                Page

                                                                              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                1.29

                                                                              	
                                                                                Charys
      Group

                                                                              	
                                                                                4

                                                                              	 
      
	 
      	
                                                                                1.30

                                                                              	
                                                                                Charys
      Holding

                                                                              	
                                                                                4

                                                                              	 
      
	 
      	
                                                                                1.31

                                                                              	
                                                                                Charys
      Holding Equity Interests

                                                                              	
                                                                                4

                                                                              	 
      
	 
      	
                                                                                1.32

                                                                              	
                                                                                Charys
      Holding Securities Claim

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.33

                                                                              	
                                                                                Charys
      Liquidating Trust

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.34

                                                                              	
                                                                                Charys
      Liquidating Trust Agreement

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.35

                                                                              	
                                                                                Charys
      Liquidating Trust Assets

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.36

                                                                              	
                                                                                Charys
      Liquidating Trust Beneficiaries

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.37

                                                                              	
                                                                                Charys
      Liquidating Trust Claims Reserve

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.38

                                                                              	
                                                                                Charys
      Trustee

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.39

                                                                              	
                                                                                Claim

                                                                              	
                                                                                5

                                                                              	 
      
	 
      	
                                                                                1.40

                                                                              	
                                                                                Class
      8 General Unsecured Pro Rata Share

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.41

                                                                              	
                                                                                Class
      A C&B Beneficial Interest

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.42

                                                                              	
                                                                                Class
      B C&B Beneficial Interest

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.43

                                                                              	
                                                                                Class
      A Charys Beneficial Interest

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.44

                                                                              	
                                                                                Class
      B Charys Beneficial Interest

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.45

                                                                              	
                                                                                Class
      6/7 Pro Rata Share

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.45A

                                                                              	
                                                                                Class
      7 Pro Rata Share

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.46

                                                                              	
                                                                                Collateral

                                                                              	
                                                                                6

                                                                              	 
      
	 
      	
                                                                                1.47

                                                                              	
                                                                                Commencement
      Date

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.48

                                                                              	
                                                                                Confirmation
      Date

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.49

                                                                              	
                                                                                Confirmation
      Hearing

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.50

                                                                              	
                                                                                Confirmation
      Order

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.51

                                                                              	
                                                                                Contingent
      Claim

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.52

                                                                              	
                                                                                Cotton

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.53

                                                                              	
                                                                                Cotton
      Seller Note Claims

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.54

                                                                              	
                                                                                Cotton
      Settlement Agreement

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.55

                                                                              	
                                                                                Creditors’
      Committee

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.56

                                                                              	
                                                                                CTSI

                                                                              	
                                                                                7

                                                                              	 
      


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 
      	 
      	 
      	 
      	
                                                                                Page

                                                                              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                1.57

                                                                              	
                                                                                CTSI
      / MSAI Seller Note Claims

                                                                              	
                                                                                7

                                                                              	 
      
	 
      	
                                                                                1.58

                                                                              	
                                                                                CTSI
      / MSAI Settlement Agreement

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.59

                                                                              	
                                                                                Debtors

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.60

                                                                              	
                                                                                Debtors
      in Possession

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.61

                                                                              	
                                                                                Disallowed
      Claim

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.62

                                                                              	
                                                                                Disbursing
      Agent

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.63

                                                                              	
                                                                                Disclosure
      Statement

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.64

                                                                              	
                                                                                Disclosure
      Statement Order

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.65

                                                                              	
                                                                                Disputed
      Claim

                                                                              	
                                                                                8

                                                                              	 
      
	 
      	
                                                                                1.66

                                                                              	
                                                                                Disputed
      Claim Amount

                                                                              	
                                                                                9

                                                                              	 
      
	 
      	
                                                                                1.67

                                                                              	
                                                                                Distribution
      Record Date

                                                                              	
                                                                                9

                                                                              	 
      
	 
      	
                                                                                1.68

                                                                              	
                                                                                Effective
      Date

                                                                              	
                                                                                9

                                                                              	 
      
	 
      	
                                                                                1.69

                                                                              	
                                                                                Equity
      Interest

                                                                              	
                                                                                9

                                                                              	 
      
	 
      	
                                                                                1.70

                                                                              	
                                                                                Estimated
      Amount

                                                                              	
                                                                                9

                                                                              	 
      
	 
      	
                                                                                1.71

                                                                              	
                                                                                Final
      Order

                                                                              	
                                                                                9

                                                                              	 
      
	 
      	
                                                                                1.72

                                                                              	
                                                                                Funding
      Arrangement

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.73

                                                                              	
                                                                                Funding
      Arrangement Agreement

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.74

                                                                              	
                                                                                General
      Unsecured Claim

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.74A

                                                                              	
                                                                                Imperium
      Claims

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.75

                                                                              	
                                                                                Indenture

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.76

                                                                              	
                                                                                Indenture
      Trustee

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.77

                                                                              	
                                                                                Indenture
      Trustee Fees

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.78

                                                                              	
                                                                                Intercompany
      Claim

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.79

                                                                              	
                                                                                Lien

                                                                              	
                                                                                10

                                                                              	 
      
	 
      	
                                                                                1.80

                                                                              	
                                                                                Liquidating
      Trusts

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.81

                                                                              	
                                                                                Liquidating
      Trustees

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.82

                                                                              	
                                                                                Liquidating
      Trust Agreements

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.83

                                                                              	
                                                                                Local
      Bankruptcy Rules

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.84

                                                                              	
                                                                                Mirror
      Notes

                                                                              	
                                                                                11

                                                                              	 
      


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 
      	 
      	 
      	 
      	
                                                                                Page

                                                                              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                1.85

                                                                              	
                                                                                Mirror
      Note Claims

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.86

                                                                              	
                                                                                Intentionally
      Omitted

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.87

                                                                              	
                                                                                MSAI

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.88

                                                                              	
                                                                                New
      Equity Interests

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.89

                                                                              	
                                                                                New
      Employment Agreements

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.90

                                                                              	
                                                                                New
      Holdco

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.91

                                                                              	
                                                                                New
      Organizational Documents

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.92

                                                                              	
                                                                                New
      Secured Notes

                                                                              	
                                                                                11

                                                                              	 
      
	 
      	
                                                                                1.93

                                                                              	
                                                                                New
      Secured Note Indenture

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.94

                                                                              	
                                                                                Non-Debtor
      Subsidiary

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.95

                                                                              	
                                                                                Non-Released
      Parties

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.96

                                                                              	
                                                                                Noteholder
      Charys Pro Rata Share

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.97

                                                                              	
                                                                                Other
      Priority Claim

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.98

                                                                              	
                                                                                Other
      Secured Claim

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.99

                                                                              	
                                                                                Person

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.100

                                                                              	
                                                                                Plan

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.101

                                                                              	
                                                                                Plan
      Proponents

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.102

                                                                              	
                                                                                Plan
      Supplement

                                                                              	
                                                                                12

                                                                              	 
      
	 
      	
                                                                                1.103

                                                                              	
                                                                                Priority
      Tax Claim

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.104

                                                                              	
                                                                                Proponent
      Inclusive Group

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.105

                                                                              	
                                                                                Reorganization
      Cases

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.106

                                                                              	
                                                                                Restructuring
      Transactions

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.107

                                                                              	
                                                                                Schedules

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.108

                                                                              	
                                                                                Secured
      Claim

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.109

                                                                              	
                                                                                Secured
      Tax Claim

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.110

                                                                              	
                                                                                Secured
      Working Capital Facility Claims

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.111

                                                                              	
                                                                                Settlement
      Agreements

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.112

                                                                              	
                                                                                Subordinated
      Debt Claims

                                                                              	
                                                                                13

                                                                              	 
      
	 
      	
                                                                                1.113

                                                                              	
                                                                                Tax
      Code

                                                                              	
                                                                                14

                                                                              	 
      


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	 
      	 
      	 
      	
                                                                        Page

                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                        1.114

                                                                      	
                                                                        U.S.
      Trustee

                                                                      	
                                                                        14

                                                                      	 
      
	 
      	
                                                                        1.115

                                                                      	
                                                                        Unimpaired

                                                                      	
                                                                        14

                                                                      	 
      
	 
      	
                                                                        1.116

                                                                      	
                                                                        Unliquidated
      Claim

                                                                      	
                                                                        14

                                                                      	 
      
	 
      	
                                                                        1.117

                                                                      	
                                                                        Voting
      Record Date

                                                                      	
                                                                        14

                                                                      	 
      
	
                                                                        ARTICLE
      II

                                                                      	
                                                                        PROVISIONS
      FOR PAYMENT OF ADMINISTRATIVE EXPENSES AND PRIORITY TAX
    CLAIMS

                                                                      	
                                                                        15

                                                                      	 
      
	 
      	
                                                                        2.1

                                                                      	
                                                                        Administrative
      Expense Claims

                                                                      	
                                                                        15

                                                                      	 
      
	 
      	
                                                                        2.2

                                                                      	
                                                                        Professional
      Compensation and Reimbursement Claims

                                                                      	
                                                                        15

                                                                      	 
      
	 
      	
                                                                        2.3

                                                                      	
                                                                        Indenture
      Trustee Fees

                                                                      	
                                                                        16

                                                                      	 
      
	 
      	
                                                                        2.4

                                                                      	
                                                                        Priority
      Tax Claims

                                                                      	
                                                                        16

                                                                      	 
      
	
                                                                        ARTICLE
      III

                                                                      	
                                                                        CLASSIFICATION
      OF CLAIMS AND EQUITY INTERESTS, IMPAIRMENT AND VOTING

                                                                      	
                                                                        17

                                                                      	 
      
	
                                                                        ARTICLE
      IV

                                                                      	
                                                                        PROVISIONS
      FOR TREATMENT OF CLAIMS AND EQUITY INTERESTS

                                                                      	
                                                                        18

                                                                      	 
      
	 
      	
                                                                        4.1

                                                                      	
                                                                        Charys
      Holding Class 1 (Other Priority Claims Against Charys
    Holding)

                                                                      	
                                                                        18

                                                                      	 
      
	 
      	
                                                                        4.2

                                                                      	
                                                                        Charys
      Holding Class 2  (Secured Tax Claims Against Charys
      Holding)

                                                                      	
                                                                        19

                                                                      	 
      
	 
      	
                                                                        4.3

                                                                      	
                                                                        Charys
      Holding Class 3  (Secured Working Capital Facility Claims
      Against Charys Holding)

                                                                      	
                                                                        19

                                                                      	 
      
	 
      	
                                                                        4.4

                                                                      	
                                                                        Charys
      Holding Class 4 (Other Secured Claims Against Charys
    Holding)

                                                                      	
                                                                        20

                                                                      	 
      
	 
      	
                                                                        4.5

                                                                      	
                                                                        Charys
      Holding Class 5 (Cotton Seller Note Claims)

                                                                      	
                                                                        21

                                                                      	 
      
	 
      	
                                                                        4.6

                                                                      	
                                                                        Charys
      Holding Class 6 (CTSI / MSAI  Seller Note Claims and Mirror Note
      Claims)

                                                                      	
                                                                        21

                                                                      	 
      
	 
      	
                                                                        4.7

                                                                      	
                                                                        Charys
      Holding Class 7 (8.75% Senior Convertible Note Claims)

                                                                      	
                                                                        22

                                                                      	 
      
	 
      	
                                                                        4.8

                                                                      	
                                                                        Charys
      Holding Class 8 (General Unsecured Claims Against Charys
      Holding)

                                                                      	
                                                                        22

                                                                      	 
      
	 
      	
                                                                        4.9

                                                                      	
                                                                        Charys
      Holding Class 9 (Subordinated Debt Claims Against Charys
      Holding)

                                                                      	
                                                                        23

                                                                      	 
      
	 
      	
                                                                        4.10

                                                                      	
                                                                        Charys
      Holding Class 10 (Charys Holding Securities Claims)

                                                                      	
                                                                        23

                                                                      	 
      
	 
      	
                                                                        4.11

                                                                      	
                                                                        Charys
      Holding Class 11 (Charys Holding Equity Interests)

                                                                      	
                                                                        23

                                                                      	 
      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          v

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	 
      	 
      	 
      	 
      	
                                                                                  Page

                                                                                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                  4.12

                                                                                	
                                                                                  C&B
      Class 1 (Other Priority Claims Against C&B)

                                                                                	
                                                                                  23

                                                                                	 
      
	 
      	
                                                                                  4.13

                                                                                	
                                                                                  C&B
      Class 2 (Secured Tax Claims Against C&B)

                                                                                	
                                                                                  24

                                                                                	 
      
	 
      	
                                                                                  4.14

                                                                                	
                                                                                  C&B
      Class 3 (Other Secured Claims Against C&B)

                                                                                	
                                                                                  24

                                                                                	 
      
	 
      	
                                                                                  4.15

                                                                                	
                                                                                  C&B
      Class 4A (General Unsecured Claims Against C&B)

                                                                                	
                                                                                  25

                                                                                	 
      
	 
      	
                                                                                  4.16

                                                                                	
                                                                                  C&B
      Class 4B (C&B 8.75% Senior Convertible Note Claims)

                                                                                	
                                                                                  25

                                                                                	 
      
	 
      	
                                                                                  4.17

                                                                                	
                                                                                  C&B
      Class 5 (C&B Securities Claims)

                                                                                	
                                                                                  25

                                                                                	 
      
	 
      	
                                                                                  4.18

                                                                                	
                                                                                  C&B
      Class 6 (C&B Equity Interests)

                                                                                	
                                                                                  26

                                                                                	 
      
	
                                                                                  ARTICLE
      V

                                                                                	
                                                                                  MEANS
      OF IMPLEMENTATION

                                                                                	
                                                                                  26

                                                                                	 
      
	 
      	
                                                                                  5.1

                                                                                	
                                                                                  Means
      of Implementation Applicable to Both Charys Holding and
      C&B

                                                                                	
                                                                                  26

                                                                                	 
      
	 
      	
                                                                                  5.2

                                                                                	
                                                                                  Means
      of Implementation Specific to Charys Holding

                                                                                	
                                                                                  28

                                                                                	 
      
	 
      	
                                                                                  5.3

                                                                                	
                                                                                  Means
      of Implementation Specific to C&B

                                                                                	
                                                                                  35

                                                                                	 
      
	
                                                                                  ARTICLE
      VI

                                                                                	
                                                                                  PROVISIONS
      GOVERNING VOTING AND DISTRIBUTIONS

                                                                                	
                                                                                  41

                                                                                	 
      
	 
      	
                                                                                  6.1

                                                                                	
                                                                                  Voting
      of Claims

                                                                                	
                                                                                  41

                                                                                	 
      
	 
      	
                                                                                  6.2

                                                                                	
                                                                                  Presumed
      Acceptances by Unimpaired Classes

                                                                                	
                                                                                  41

                                                                                	 
      
	 
      	
                                                                                  6.3

                                                                                	
                                                                                  Impaired
      Classes Deemed To Reject Plan

                                                                                	
                                                                                  41

                                                                                	 
      
	 
      	
                                                                                  6.4

                                                                                	
                                                                                  Nonconsensual
      Confirmation

                                                                                	
                                                                                  41

                                                                                	 
      
	 
      	
                                                                                  6.5

                                                                                	
                                                                                  Distributions
      On Account of General Unsecured Claims

                                                                                	
                                                                                  42

                                                                                	 
      
	 
      	
                                                                                  6.6

                                                                                	
                                                                                  Date
      of Distributions

                                                                                	
                                                                                  42

                                                                                	 
      
	 
      	
                                                                                  6.7

                                                                                	
                                                                                  Disbursing
      Agent

                                                                                	
                                                                                  42

                                                                                	 
      
	 
      	
                                                                                  6.8

                                                                                	
                                                                                  Rights
      and Powers of Disbursing Agent

                                                                                	
                                                                                  42

                                                                                	 
      
	 
      	
                                                                                  6.9

                                                                                	
                                                                                  Expenses
      of the Disbursing Agent

                                                                                	
                                                                                  43

                                                                                	 
      
	 
      	
                                                                                  6.10

                                                                                	
                                                                                  Delivery
      of Distributions

                                                                                	
                                                                                  43

                                                                                	 
      
	 
      	
                                                                                  6.11

                                                                                	
                                                                                  Manner
      of Payment

                                                                                	
                                                                                  43

                                                                                	 
      
	 
      	
                                                                                  6.12

                                                                                	
                                                                                  No
      Fractional Shares

                                                                                	
                                                                                  44

                                                                                	 
      
	 
      	
                                                                                  6.13

                                                                                	
                                                                                  No
      Fractional Notes

                                                                                	
                                                                                  44

                                                                                	 
      
	 
      	
                                                                                  6.14

                                                                                	
                                                                                  Setoffs
      and Recoupment

                                                                                	
                                                                                  44

                                                                                	 
      
	 
      	
                                                                                  6.15

                                                                                	
                                                                                  Interest
      on Claims; Dividends

                                                                                	
                                                                                  44

                                                                                	 
      
	 
      	
                                                                                  6.16

                                                                                	
                                                                                  No
      Distribution In Excess of Allowed Amounts

                                                                                	
                                                                                  45

                                                                                	 
      


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          vi

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 
      	 
      	 
      	 
      	
                                                                              Page

                                                                            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                              6.17

                                                                            	
                                                                              Allocation
      of Plan Distributions Between Principal and Interest

                                                                            	
                                                                              45

                                                                            	 
      
	
                                                                              ARTICLE
      VII

                                                                            	
                                                                              PROCEDURES
      FOR TREATING DISPUTED CLAIMS UNDER PLAN OF REORGANIZATION

                                                                            	
                                                                              45

                                                                            	 
      
	 
      	
                                                                              7.1

                                                                            	
                                                                              Objections

                                                                            	
                                                                              45

                                                                            	 
      
	 
      	
                                                                              7.2

                                                                            	
                                                                              Authority
      to Prosecute Objections

                                                                            	
                                                                              45

                                                                            	 
      
	 
      	
                                                                              7.3

                                                                            	
                                                                              No
      Distributions Pending Allowance

                                                                            	
                                                                              45

                                                                            	 
      
	 
      	
                                                                              7.4

                                                                            	
                                                                              Distributions
      After Allowance

                                                                            	
                                                                              45

                                                                            	 
      
	 
      	
                                                                              7.5

                                                                            	
                                                                              Resolution
      of Administrative Expense Claims and Claims

                                                                            	
                                                                              46

                                                                            	 
      
	 
      	
                                                                              7.6

                                                                            	
                                                                              Estimation
      of Claims.

                                                                            	
                                                                              46

                                                                            	 
      
	 
      	
                                                                              7.7

                                                                            	
                                                                              Interest

                                                                            	
                                                                              46

                                                                            	 
      
	
                                                                              ARTICLE
      VIII

                                                                            	
                                                                              EXECUTORY
      CONTRACTS AND UNEXPIRED LEASES

                                                                            	
                                                                              46

                                                                            	 
      
	 
      	
                                                                              8.1

                                                                            	
                                                                              Assumption
      or Rejection of Executory Contracts and Unexpired Leases

                                                                            	
                                                                              46

                                                                            	 
      
	 
      	
                                                                              8.2

                                                                            	
                                                                              Approval
      of Assumption or Rejection of Executory Contracts and Unexpired
      Leases

                                                                            	
                                                                              47

                                                                            	 
      
	 
      	
                                                                              8.3

                                                                            	
                                                                              Inclusiveness

                                                                            	
                                                                              47

                                                                            	 
      
	 
      	
                                                                              8.4

                                                                            	
                                                                              Cure
      of Defaults

                                                                            	
                                                                              48

                                                                            	 
      
	 
      	
                                                                              8.5

                                                                            	
                                                                              Bar
      Date for Filing Proofs of Claim Relating to Executory Contracts and
      Unexpired Leases Rejected Pursuant to the Plan

                                                                            	
                                                                              48

                                                                            	 
      
	 
      	
                                                                              8.6

                                                                            	
                                                                              Indemnification
      and Reimbursement Obligations

                                                                            	
                                                                              48

                                                                            	 
      
	 
      	
                                                                              8.7

                                                                            	
                                                                              Insurance
      Policies

                                                                            	
                                                                              49

                                                                            	 
      
	 
      	
                                                                              8.8

                                                                            	
                                                                              Compensation
      and Benefit Plans

                                                                            	
                                                                              49

                                                                            	 
      
	
                                                                              ARTICLE
      IX

                                                                            	
                                                                              CORPORATE
      GOVERNANCE AND MANAGEMENT OF NEW HOLDCO

                                                                            	
                                                                              50

                                                                            	 
      
	 
      	
                                                                              9.1

                                                                            	
                                                                              General

                                                                            	
                                                                              50

                                                                            	 
      
	 
      	
                                                                              9.2

                                                                            	
                                                                              Operations
      Between Confirmation Date And Effective Date

                                                                            	
                                                                              50

                                                                            	 
      
	 
      	
                                                                              9.3

                                                                            	
                                                                              New
      Organizational Documents

                                                                            	
                                                                              50

                                                                            	 
      
	 
      	
                                                                              9.4

                                                                            	
                                                                              Board
      of New Holdco

                                                                            	
                                                                              50

                                                                            	 
      
	 
      	
                                                                              9.5

                                                                            	
                                                                              Officers
      of New Holdco

                                                                            	
                                                                              50

                                                                            	 
      
	 
      	
                                                                              9.6

                                                                            	
                                                                              New
      Employment Agreements

                                                                            	
                                                                              50

                                                                            	 
      


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          vii

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	 
      	 
      	 
      	 
      	
                                                                                        Page

                                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                                        ARTICLE
      X

                                                                                      	
                                                                                        CONDITIONS
      PRECEDENT TO EFFECTIVE DATE

                                                                                      	
                                                                                        51

                                                                                      	 
      
	 
      	
                                                                                        10.1

                                                                                      	
                                                                                        Conditions
      Precedent to Effective Date

                                                                                      	
                                                                                        51

                                                                                      	 
      
	 
      	
                                                                                        10.2

                                                                                      	
                                                                                        Waiver
      of Conditions

                                                                                      	
                                                                                        52

                                                                                      	 
      
	 
      	
                                                                                        10.3

                                                                                      	
                                                                                        Satisfaction
      of Conditions

                                                                                      	
                                                                                        52

                                                                                      	 
      
	
                                                                                        ARTICLE
      XI

                                                                                      	
                                                                                        EFFECT
      OF CONFIRMATION

                                                                                      	
                                                                                        52

                                                                                      	 
      
	 
      	
                                                                                        11.1

                                                                                      	
                                                                                        Vesting
      of Assets

                                                                                      	
                                                                                        52

                                                                                      	 
      
	 
      	
                                                                                        11.2

                                                                                      	
                                                                                        Claims
      Extinguished

                                                                                      	
                                                                                        53

                                                                                      	 
      
	 
      	
                                                                                        11.3

                                                                                      	
                                                                                        Binding
      Effect

                                                                                      	
                                                                                        53

                                                                                      	 
      
	 
      	
                                                                                        11.4

                                                                                      	
                                                                                        Discharge
      of Claims and Termination of Equity Interests

                                                                                      	
                                                                                        53

                                                                                      	 
      
	 
      	
                                                                                        11.5

                                                                                      	
                                                                                        Discharge

                                                                                      	
                                                                                        53

                                                                                      	 
      
	 
      	
                                                                                        11.6

                                                                                      	
                                                                                        Injunction
      or Stay

                                                                                      	
                                                                                        54

                                                                                      	 
      
	 
      	
                                                                                        11.7

                                                                                      	
                                                                                        Terms
      of Injunction or Stay

                                                                                      	
                                                                                        54

                                                                                      	 
      
	 
      	
                                                                                        11.8

                                                                                      	
                                                                                        Injunction
      Against Interference With Plan of Reorganization

                                                                                      	
                                                                                        55

                                                                                      	 
      
	 
      	
                                                                                        11.9

                                                                                      	
                                                                                        Exculpation

                                                                                      	
                                                                                        55

                                                                                      	 
      
	 
      	
                                                                                        11.10

                                                                                      	
                                                                                        Releases

                                                                                      	
                                                                                        55

                                                                                      	 
      
	 
      	
                                                                                        11.11

                                                                                      	
                                                                                        Avoidance
      Actions/Objections

                                                                                      	
                                                                                        56

                                                                                      	 
      
	 
      	
                                                                                        11.12

                                                                                      	
                                                                                        Retention
      of Causes of Action/Reservation of Rights

                                                                                      	
                                                                                        56

                                                                                      	 
      
	
                                                                                        ARTICLE
      XII

                                                                                      	
                                                                                        RETENTION
      OF JURISDICTION

                                                                                      	
                                                                                        57

                                                                                      	 
      
	
                                                                                        ARTICLE
      XIII

                                                                                      	
                                                                                        MISCELLANEOUS
      PROVISIONS

                                                                                      	
                                                                                        58

                                                                                      	 
      
	 
      	
                                                                                        13.1

                                                                                      	
                                                                                        Effectuating
      Documents and Further Transactions

                                                                                      	
                                                                                        58

                                                                                      	 
      
	 
      	
                                                                                        13.2

                                                                                      	
                                                                                        Withholding
      and Reporting Requirements

                                                                                      	
                                                                                        59

                                                                                      	 
      
	 
      	
                                                                                        13.3

                                                                                      	
                                                                                        Corporate
      Action

                                                                                      	
                                                                                        59

                                                                                      	 
      
	 
      	
                                                                                        13.4

                                                                                      	
                                                                                        Tax
      Matters

                                                                                      	
                                                                                        59

                                                                                      	 
      
	 
      	
                                                                                        13.5

                                                                                      	
                                                                                        Modification
      of Plan

                                                                                      	
                                                                                        60

                                                                                      	 
      
	 
      	
                                                                                        13.6

                                                                                      	
                                                                                        Revocation
      or Withdrawal of the Plan

                                                                                      	
                                                                                        61

                                                                                      	 
      
	 
      	
                                                                                        13.7

                                                                                      	
                                                                                        Continuing
      Exclusivity Period

                                                                                      	
                                                                                        61

                                                                                      	 
      
	 
      	
                                                                                        13.8

                                                                                      	
                                                                                        Plan
      Supplement

                                                                                      	
                                                                                        62

                                                                                      	 
      
	 
      	
                                                                                        13.9

                                                                                      	
                                                                                        Payment
      of Statutory Fees

                                                                                      	
                                                                                        62

                                                                                      	 
      
	 
      	
                                                                                        13.10

                                                                                      	
                                                                                        Post-Confirmation
      Date Professional Fees and Expenses

                                                                                      	
                                                                                        62

                                                                                      	 
      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          viii

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 
      	 
      	 
      	
                                            Page

                                          
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            13.11

                                          	
                                            Dissolution
      of the Creditors’ Committee

                                          	
                                            62

                                          	 
      
	 
      	
                                            13.12

                                          	
                                            Indenture
      Trustee as Claim Holder

                                          	
                                            62

                                          	 
      
	 
      	
                                            13.13

                                          	
                                            Exemption
      from Transfer Taxes

                                          	
                                            63

                                          	 
      
	 
      	
                                            13.14

                                          	
                                            Expedited
      Tax Determination

                                          	
                                            63

                                          	 
      
	 
      	
                                            13.15

                                          	
                                            Exhibits/Schedules

                                          	
                                            63

                                          	 
      
	 
      	
                                            13.16

                                          	
                                            Substantial
      Consummation

                                          	
                                            63

                                          	 
      
	 
      	
                                            13.17

                                          	
                                            Severability
      of Plan Provisions

                                          	
                                            63

                                          	 
      
	 
      	
                                            13.18

                                          	
                                            Governing
      Law

                                          	
                                            64

                                          	 
      
	 
      	
                                            13.19

                                          	
                                            Computation
      of Time

                                          	
                                            64

                                          	 
      
	 
      	
                                            13.20

                                          	
                                            Notices

                                          	
                                            64

                                          	 
      
	 
      	
                                            13.21

                                          	
                                            Section
      Headings

                                          	
                                            65

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
            ix

            
              

            

          

          
             


          

        

      

       

    

    EXHIBIT
B

     

    
      UNITED
STATES BANKRUPTCY COURT

      DISTRICT
OF DELAWARE

      


      
        
          
            
              	 
      	
                      x

                    	 
      
	
                      In
      re

                    	
                      :

                    	 
      
	 
      	
                      :

                    	
                      Chapter
      11 Case No.

                    
	
                      CHARYS
      HOLDING COMPANY, INC., and

                    	
                      :

                    	 
      
	
                      CROCHET
      & BOREL SERVICES, INC.,

                    	
                      :

                    	
                      08-10289
      (BLS)

                    
	 
      	
                      :

                    	 
      
	
                      Debtors.

                    	      
                      :

                    	
                      (Jointly
      Administered)

                    
	 
      	
                      :

                    	 
      
	 
      	
                      x

                    	 
      


            

          

        

      

      


      


      NOTICE
OF ENTRY OF ORDER PURSUANT TO SECTION 1129 OF THE BANKRUPTCY CODE AND RULE 3020
OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE CONFIRMING FIRST
AMENDED

      JOINT
PLAN OF REORGANIZATION OF DEBTORS AND CERTAIN

      NONDEBTOR AFFILIATES UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE

      


      TO ALL
PARTIES IN INTEREST IN THE

      ABOVE-CAPTIONED
CHAPTER 11 CASES:

      


      PLEASE
TAKE NOTICE:

      


      1.             
On February 25, 2009, the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”) entered an order (the “Confirmation Order”)
confirming the First Amended Joint Plan of Reorganization of Debtors and Certain
Nondebtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated December 8,
2008 (the “Plan”), of Charys Holding Company, Inc. (“Charys Holding”) and its
affiliated debtor, Crochet & Borel Services, Inc. (“C&B”), in the
above-referenced chapter 11 cases (collectively, the
“Debtors”).  Unless otherwise defined in this notice, capitalized
terms used in this notice shall have the meanings ascribed to them in the
Plan.

      


      2.             
The Confirmation Order (including the Plan attached as an exhibit thereto) is
available for inspection in the Office of the Clerk of the Bankruptcy Court at
the United States Bankruptcy Court, 824 North Market Street, 3rd Floor,
Wilmington, Delaware 19801.  The Confirmation Order is also available
on the website of the Debtors’ Bankruptcy Court-appointed voting and tabulation
agent, Kurtzman Carson Consultants, LLC, at: http://www.kccllc.net/charys.

      


      3.             
Except as otherwise provided in the Confirmation Order or the Plan, as of the
Effective Date of the Plan, (a) the provisions of the Plan are binding upon the
Debtors, the Affiliated Plan Proponents, any entity acquiring property under the
Plan and any creditor or equity interest holder of any of the Debtors, whether
or not the claim or equity interest of such creditor or equity interest holder
is impaired under the Plan and whether or not such creditor or equity interest
holder has accepted the Plan, (b) the commencement or continuation of any
action, employment of process, or act to collect, recover, or offset by any
holder of a claim against or equity interest in any of the Debtors is
permanently enjoined, (c) all property of the Debtors’ estates is vested in the
Liquidating Trusts, or New Holdco, as applicable, free and clear of all liens,
claims, encumbrances, and interests, and (d) the Debtors are discharged from all
debts and claims that arose before the date and time of entry of the
Confirmation Order.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Deadline
for Filing Claims Arising from Rejection of

      Executory Contracts and
Unexpired Leases Pursuant to the Plan

      


      4.             
Section 8.1 of the Plan provides that all executory contracts and unexpired
leases that exist between the Debtors and any person or entity were rejected by
the Debtors as of the Effective Date of the Plan, except for any executory
contract or unexpired lease (i) that was assumed pursuant to an order of the
Bankruptcy Court entered prior to the Effective Date, (ii) as to which a motion
for approval of the assumption of such executory contract or unexpired lease was
filed and served prior to the Confirmation Date, or (iii) that is specifically
designated as a contract or lease to be assumed on Schedule 8.1 to the Plan,
which is contained in the Plan Supplement, as amended or
supplemented.

      


      5.             
If you are a counterparty to an executory contract or unexpired lease that is
not listed on Schedule 8.1 to the Plan, as amended or supplemented, your
executory contract or unexpired lease has been rejected as of the Effective
Date.  Pursuant to the Confirmation Order, all proofs of claim
relating to the rejection of executory contracts or unexpired leases pursuant to
the Plan are required to be filed so as to be received within 30 days after the
date of this notice.  If you fail to file a timely proof of claim, you
shall be forever barred, estopped, and enjoined from asserting such claim
against the Debtors, the Liquidating Trusts, New Holdco, or their successors, or
their properties or interests in property, as agents, successors or assigns, and
the Debtors, the Liquidating Trusts, and New Holdco and their successors,
properties and interests in property shall be forever discharged from any and
all indebtedness or liability with respect to such claim.  Each such
proof of claim shall be an original, shall substantially conform to the proof of
claim form previously approved by the Court or Official Form No. 10, shall be
duly executed and written in the English language, shall set forth the Debtors’
names and the chapter 11 case numbers, shall set forth all amounts claimed
therein in United States dollars, and shall be delivered to the claims agent in
these cases, Kurtzman Carson Consultants, LLC, at: Charys Ballot Processing
Center, c/o Kurtzman Carson Consultants, LLC, 2335 Alaska Avenue, El Segundo,
California 90245, so as to be received by the deadline referred to
above..

      


      Applications for Allowances
of Compensation and Deadline for Objections Thereto

      


      6.             
Following the occurrence of the Effective Date, New Holdco shall file with the
Court a notice of occurrence of the Effective Date, identifying the date on
which the Effective Date occurred.

      


      7.             
On or before the date that is 45 days after the Effective Date, all applications
for final allowances of compensation and reimbursement of expenses pursuant to
sections 327, 328, 330, 503(b), and 1103 of the Bankruptcy Code for professional
services rendered up to the Confirmation Date (each a “Final Fee Application”)
must be filed with the Bankruptcy Court, together with proof of service thereof,
and served on (i) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York,
New York 10153 (Attn: Stephen Karotkin, Esq.), co-attorneys for the Debtors,
(ii) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King
Street, Wilmington, Delaware 19801 (Attn: Paul N. Heath, Esq.), co-attorneys for
the Debtors, (iii) the Office of the United States Trustee for the District of
Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801
(Attn: Mark Kenney, Esq.), (iv) Milbank, Tweed, Hadley and McCloy, LLP, One
Chase Manhattan Plaza, New York, New York 10005 (Attn: Matthew S. Barr, Esq.),
co-attorneys for the Official Committee of Unsecured Creditors appointed in
these chapter 11 cases (the “Creditors’ Committee”), and (v) Morris, Nichols,
Arsht & Tunnell LLP, 1201 North Market Street, 18th Floor, P.O. Box 1347,
Wilmington, Delaware 19899 (Attn: Gregory W. Werkheiser, Esq.), co-attorneys for
the Creditors’ Committee.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      8.            
 Objections, if any, to any Final Fee Applications shall be filed with the
Court, together with proof of service thereof, and served upon the applicant and
the parties identified above, so as to be filed and actually received not later
than 4:00 p.m. prevailing Eastern Time on the date that is five business days
prior to the hearing on the Final Fee Applications.

      


      Dated:           February
[__], 2009

       

      
        
          
            
              	
                      WEIL,
      GOTSHAL & MANGES LLP

                    	
                      RICHARDS,
      LAYTON & FINGER, P.A.

                    
	
                      767
      Fifth Avenue

                    	
                      One
      Rodney Square

                    
	
                      New
      York, New York 10153

                    	
                      920
      North King Street

                    
	
                      Telephone:
      (212) 310-8000

                    	
                      Wilmington,
      Delaware 19801

                    
	
                      Facsimile:
      (212) 310-8007

                    	
                      Telephone:
      (302) 651-7700

                    
	 
      	
                      Facsimile:
      (302) 651-7701

                    
	 
      	 
      
	
                      CO-ATTORNEYS
      FOR THE DEBTORS

                    	
                      CO-ATTORNEYS
      FOR THE DEBTORS

                    
	
                      AND
      DEBTORS IN POSSESSION

                    	
                      AND
      DEBTORS IN POSSESSION

                    
	 
      	 
      


            

          

        

      

      


      


      


      Debtor Entities and Case
Numbers

      


      
        
          
            
              
                	
                        Charys
      Holding Company, Inc.

                      	
                        08-10289
      (BLS)

                      
	
                        Crochet
      & Borel Services, Inc.

                      	
                        08-10290
      (BLS)

                      


              

            

          

        

      

      
 

      3