IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

AMENDED EXHIBIT B TO DEBTORS MOTION FOR ORDER APPROVING THE DEBTORS DISCLOSURE STATEMENT AND RELIEF RELATED THERETO

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

K&E 11626516.1

0W[;'",

0555927070212000000000025

90

IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

AMENDED SOLICITATION PROCEDURES On December 22, 2006, the Debtors filed their Plan and Disclosure Statement.2 On January 29, 2007, the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division (the Bankruptcy Court) entered that certain Order Approving the Debtors Disclosure Statement and Relief Related Thereto [Docket No. 3988] (the Solicitation Procedures Order) approving these Solicitation Procedures.

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Any capitalized term used herein, but not defined herein, shall have the meaning assigned to such term in the Debtors Motion for Order Approving Disclosure Statement and Relief Related Thereto (the Motion). A copy of the Motion can be obtained by accessing the Debtors website at http://www.kccllc.net/collinsaikman or by requesting a copy from the Debtors Solicitation Agent by writing to Collins & Aikman, c/o Kurtzman Carson Consultants LLC, 12910 Culver Boulevard, Suite I, Los Angeles, California 90066 or by telephone at (888) 201-2205.

K&E 11626516.1

A.

The Voting Record Date

The Bankruptcy Court has approved January 26, 2007, as the record date (the Voting Record Date) for purposes of determining which creditors are entitled to vote on the Plan. B. The Voting Deadline

The Bankruptcy Court has approved April 9, 2007, at 5:00 p.m. prevailing Pacific Time, as the voting deadline (the Voting Deadline) for delivering Ballots and Master Ballots with respect to the Plan. The Debtors may extend the Voting Deadline without further order of the Court, however, the Debtors will document any such extension in the Voting Report (each as defined below). To be counted as votes to accept or reject the Plan, all Ballots and Master Ballots must be properly executed, completed and delivered by: (1) first class mail; (2) overnight courier; or (3) personal delivery so that they are actually received no later than the Voting Deadline by the Debtors solicitation agent, Kurtzman Carson Consultants LLC (the Solicitation Agent), at the following address (the Solicitation Agents Address): Collins & Aikman Ballot Processing c/o Kurtzman Carson Consultants LLC 12910 Culver Boulevard, Suite I Los Angeles, California 90066 C. Form, Content and Manner of Notices

1. The Solicitation Documents: The following materials constitute the solicitation documents (collectively, the Solicitation Documents): a. b. the Solicitation Notice; the appropriate Ballot(s) and/or Master Ballot(s), if any, and applicable Voting Instructions, together with a pre-addressed, postage pre-paid return envelope; the Disclosure Statement, as approved by the Bankruptcy Court (with all appendices thereto, including the Plan), the Exhibits to the Plan and any other supplements or amendments to these documents that may be filed with the Bankruptcy Court;3 the Solicitation Procedures Order;

c.

d.

The Exhibits to the Plan include the following: (A) Nonexclusive List of the Retained Causes of Action; (B) the Terms of the PostConsummation Trust Agreement; (C) the Terms of the Litigation Trust Agreement; (D) the Employment and Other Agreements and Plans (that are in effect or will take effect as of the Effective Date); (E) Schedule of Executory Contracts and Unexpired Leases to Be Assumed and Assigned; (F) Nonexclusive Schedule of Executory Contracts and Unexpired Leases to Be Rejected; (G) the Customer Agreement (and the Exhibits to the Customer Agreement Not Filed under Seal); (H) the Residual Trust Agreement; (I) the List of Residual Trust Rights; and (J) the Litigation Trust Allocation Exhibit. Exhibits B through F and H to the Plan will be filed no later than ten days before the Confirmation Hearing. Exhibit I to the Plan will be filed no later than 12 days before the Voting Deadline. Exhibit J to the Plan will be filed no later than 30 days before the Voting Deadline.

2
K&E 11626516.1

e. f.

the Solicitation Procedures; any supplemental Solicitation Documents the Debtors may file with the Bankruptcy Court or that the Bankruptcy Court orders to be made available; and a CD-Rom containing electronic copies of the documents listed in (c) (except the Exhibits to the Plan), (d), (e) and (f) (the CD-Rom).

g.

2. Distribution of Solicitation Documents: The Debtors will cause to be served on the Core Group and the 2002 List (as defined in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294]) all of the Solicitation Documents except the Exhibits to the Plan (the items set forth in (c), (d), (e) and (f) of Section C.1 herein will be included on the CD-Rom). The Solicitation Notice will instruct the Core Group and the 2002 List that the Exhibits to the Plan can be obtained by accessing the Debtors website at http://www.kccllc.net/collinsaikman or by requesting a copy of such documents from the Debtors Solicitation Agent by writing to the Solicitation Agents Address or by telephone at (888) 201-2205. 3. Distribution of Solicitation Documents to Other Parties-in-Interest: The Debtors will cause to be served all of the Solicitation Documents except the Exhibits to the Plan (the items set forth in (c), (d), (e) and (f) of Section C.1 herein will be included on the CD-Rom) on: a. all entities who, on or before the Voting Record Date, have timely filed a proof of claim (or an untimely proof of claim that has been allowed as timely by the Court) that (i) has not been expunged, disallowed, disqualified or suspended prior to the Voting Record Date and (ii) is not the subject of a pending objection on the Voting Record Date; all entities listed in the Debtors schedules of assets and liabilities filed with the Bankruptcy Court (the Schedules) as holding a noncontingent, undisputed and liquidated claim as of the Voting Record Date, except to the extent that such claim was paid, expunged, disallowed, disqualified or suspended prior to the Voting Record Date; all entities that hold claims pursuant to an agreement or settlement with the Debtors executed prior to the Voting Record Date, as reflected in a court pleading, stipulation, agreement or other document filed with the Bankruptcy Court, in an order entered by the Bankruptcy Court or in a document executed by the Debtors pursuant to authority granted by the Bankruptcy Court, regardless of whether a proof of claim has been filed; the holder of any Objected-to-Claim (as defined below) that has been temporarily allowed to vote pursuant to a Resolution Event (as defined below) pursuant to the procedures set forth in Section D.5 herein;

b.

c.

d.

3
K&E 11626516.1

e.

all entities identified by the Agent in a written list delivered to the Debtors as being holders of a Prepetition Facility Claim as of the Voting Record Date (the Prepetition Claims Holder List);4 with respect to any Beneficial Holder (as defined below), the Debtors will cause to be mailed the Solicitation Documents to the applicable record holders or Nominee,5 as reflected in the relevant records as of the Voting Record Date; the Securities and Exchange Commission; the Internal Revenue Service; and the United States Attorney for the Eastern District of Michigan.

f.

g. h. i.

The Solicitation Notice will instruct these entities that the Solicitation Documents or the CD-Rom and the Exhibits to the Plan can be obtained by accessing the Debtors website at http://www.kccllc.net/collinsaikman or by requesting a copy from the Debtors Solicitation Agent by writing to the Solicitation Agents Address or by telephone at (888) 201-2205. 4. Non-Voting Status Notices: Notwithstanding the above, certain creditors whose claims or equity interests are not classified in accordance with section 1123(a)(1) of the Bankruptcy Code or who are not entitled to vote because they are deemed to accept or reject the Plan under section 1126(f) or (g) of the Bankruptcy Code will receive only the Solicitation Notice and one of the following additional notices: (a) Notice of Non-Voting Status with Respect to Unimpaired Classes Deemed to Accept the Plan and Unclassified Claims; or (b) Notice of NonVoting Status with Respect to Impaired Classes Deemed to Reject the Plan, as applicable, each substantially in the form attached to the Motion as Exhibit E and Exhibit F, respectively (collectively, the Non-Voting Status Notices). The Solicitation Notice will instruct these creditors and holders of equity interests that copies of the Solicitation Documents can be obtained by accessing the Debtors website at http://www.kccllc.net/collinsaikman or by requesting a copy from the Debtors Solicitation Agent by writing to the Solicitation Agents Address or by telephone at (888) 201-2205. 5. Retained Causes of Action and Counterparties to Executory Contracts and Unexpired Leases Notices: The parties listed on Exhibit A to the Plan entitled Nonexclusive List of the Retained Causes of Action and the counterparties to the Debtors executory contracts and unexpired leases listed on Exhibit E and Exhibit F to the Plan6 will receive only the Solicitation Notice and one or both of the following additional notices: (a) Notice to Parties to Retained Causes of Action;
4 The Prepetition Claims Holder List must be provided to the Debtors by the Agent no later than two business days following entry of the Solicitation Procedures Order. With respect to each entity identified in the Prepetition Claims Holder List, the Agent must include: (a) the entitys name; (b) the entitys service address; and (c) the amount of the entitys Prepetition Facility Claim. Each claim amount identified therein constitutes the agreed upon value of each entitys claim for purposes of paragraphs D.1.c and D.2 below. As used herein, Nominee means any broker, dealer, commercial bank, trust company or other nominee through which a certain Beneficial Holder (as defined below) holds a relevant Note (as defined below) rather than the Beneficial Holder themself. See footnote 2 above for the deadlines by which Exhibits E and Exhibit F to the Plan will be filed.

4
K&E 11626516.1

and/or (b) Notice to Counterparties to Executory Contracts and Unexpired Leases, as applicable, each substantially in the form attached to the Motion as Exhibit G and Exhibit H, respectively. If any such party holds a claim against the Debtors as of the Voting Record Date, such party may also receive the Solicitation Documents pursuant to the procedures outlined in Paragraph C.2 above. The Solicitation Notice will instruct these parties that copies of the Solicitation Documents can be obtained by accessing the Debtors website at http://www.kccllc.net/collinsaikman or by requesting a copy from the Debtors Solicitation Agent by writing to the Solicitation Agents Address or by telephone at (888) 201-2205. 6. Publication of Solicitation Notice: In addition to the above, the Debtors will, one time after the Disclosure Statement Hearing, and within 20 days of entry of the Solicitation Procedures Order, publish the Solicitation Notice in The Wall Street Journal (National Edition) and the Detroit Free Press. D. Voting and Tabulation Procedures

1. Who May Vote: Only the following holders of claims in Classes 3, 4, 5, 6 and 7 are entitled to vote with regard to such claims: a. the holders of claims for which proofs of claim have been timely filed, as reflected on the official claims register, as of the close of business on the Voting Record Date, with the exception of those claims subject to a pending objection filed before the Voting Deadline, unless such claims are allowed for voting purposes pursuant to the procedures in Paragraph D.5 herein; provided that, to the extent that the Debtors have reached a settlement on a claim for which a proof of claim has been timely filed, the terms of such settlement will govern for purposes of determining the holder of the claim and the amount of the claim; the holders of claims that are listed in the Debtors Schedules, with the exception of those claims that are listed on the Schedules as contingent, disputed or unliquidated claims (excluding such claims on the Schedules that have been superseded by a timely-filed proof of claim); and all entities that hold claims pursuant to an agreement or settlement with the Debtors executed prior to the Voting Record Date, as reflected in a court pleading, stipulation, agreement or other document filed with the Bankruptcy Court, in an order entered by the Bankruptcy Court or in a document executed by the Debtors pursuant to authority granted by the Bankruptcy Court, regardless of whether a proof of claim has been filed.

b.

c.

The assignee of a transferred and assigned claim is permitted to vote such claim only if the appropriate documentation of such transfer has been noted on the Bankruptcy Courts docket as of the close of business on the Voting Record Date. Only a beneficial owner (each, a Beneficial Holder) of one or more of the Debtors Senior Notes or Senior Subordinated Notes (each, a Note) as reflected in the records maintained by The Depository Trust Company (DTC) and/or the applicable indenture trustee as of the close of 5
K&E 11626516.1

business on the Voting Record Date is entitled to vote claims based on such Notes (the Beneficial Holder Claims). 2. Establishing Claim Amount: In tabulating votes, the following hierarchy will be used to determine the claim amount associated with the vote of the holder of such claim: a. the claim amount settled or agreed upon by the Debtors prior to the Voting Record Date, as reflected in a court pleading, stipulation, agreement or other document filed with the Bankruptcy Court, in an order entered by the Bankruptcy Court or in a document executed by the Debtors pursuant to authority granted by the Bankruptcy Court, regardless of whether a proof of claim has been filed; the claim amount allowed (temporarily or otherwise) pursuant to the procedures set forth in Paragraph D.5 herein; the claim amount contained on a proof of claim that has been timely filed (or deemed timely filed by the Bankruptcy Court); provided that Ballots cast by creditors whose claims are not listed on the Debtors Schedules, but who timely file proofs of claim in unliquidated or unknown amounts that are not the subject of an objection filed before the Voting Deadline, will count for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code and will count as Ballots for claims in the amount of $1.00 solely for purposes of satisfying the dollar amount provisions of section 1126(c); the claim amount listed in the Debtors Schedules, provided that such claim is not scheduled as contingent, disputed or unliquidated and has not been paid; if a claim holder identifies a claim amount on its Ballot and/or Master Ballot that is less than the amount otherwise calculated in accordance with the tabulation procedures, the claim will be temporarily allowed for voting purposes in the lesser amount identified on such Ballot and/or Master Ballot; and in the absence of any of the foregoing, zero.

b. c.

d.

e.

f.

The claim amount established pursuant to this Paragraph D.2 will control for voting purposes only and will not constitute the allowed amount of any claim. 3. General Tabulation Procedures: The following voting procedures and standard assumptions will be used in tabulating ballots. a. Except as otherwise provided herein, unless the Ballot or Master Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors will reject such Ballot or Master Ballot as invalid and, therefore, decline to count it in connection with confirmation of the Plan. 6
K&E 11626516.1

b. c.

The Solicitation Agent will date and time-stamp all Ballots and Master Ballots when received. In accordance with Local Rule 3018-1, on or before the date of the Confirmation Hearing, the Debtors will file with the Bankruptcy Court a verified summary of the ballot count in accordance with section 1126(c) and (d) of the Bankruptcy Code (the Voting Report). The Voting Report will detail any defective, irregular or otherwise invalid Ballots and Master Ballots that were waived by the Debtors or were not waived and, therefore, not counted by the Debtors. To relieve the Office of the Clerk of the Court of the heavy administrative burden associated with filing all original ballots with the Bankruptcy Court in accordance with Local Rule 3018-1, the Solicitation Agent will retain an electronic copy of the original Ballots and Master Ballots for a period of one year after the Effective Date of the Plan, unless otherwise ordered by the Bankruptcy Court. The method of delivery of Ballots or Master Ballots to be sent to the Solicitation Agent is at the election and risk of each holder of a claim entitled to vote but, except as otherwise provided in the Solicitation Order, such delivery will be deemed made only when the original executed Ballot or Master Ballot is actually received by the Solicitation Agent. An original executed Ballot or Master Ballot is required. Delivery of a Ballot or Master Ballot to the Solicitation Agent by facsimile, email or any other electronic means will not be valid. No Ballot or Master Ballot should be sent to any of the Debtors, their agents (other than the Solicitation Agent), any indenture trustee (unless specifically instructed to do so) or the Debtors financial or legal advisors and, if so sent, will not be counted. If multiple Ballots or Master Ballots are received from the same holder of a claim with respect to the same claims prior to the Voting Deadline, the last Ballot or Master Ballot timely received will be deemed to reflect that voters intent and will supersede and revoke any prior Ballot or Master Ballot with respect to the same claim. Creditors holding claims in a class that is designated as impaired and entitled to vote under the Plan will receive only the Ballot appropriate for that impaired class. To avoid duplication and reduce expenses, creditors who have filed duplicate claims in any given class are entitled to receive only one Ballot for voting their claims with respect to that class.7

d.

e.

f.

g.

h.

Attached as Exhibit K to the Motion is a list of certain multi-debtor claims that will receive only one Ballot for their claims asserted in the same class of the Plan for purposes of this instruction.

7
K&E 11626516.1

i.

Holders of claims must vote all of their claims within a particular class to either accept or reject the Plan and may not split their vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan (or any portion of a Master Ballot reflecting a Ballot that partially rejects and partially accepts the Plan) will not be counted. If a Ballot or Master Ballot is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity on a holders or Beneficial Holders behalf, such entities must indicate such capacity when signing and, if required or requested by the applicable Nominee or its agent, the Solicitation Agent, the Debtors or the Bankruptcy Court, must submit proper evidence to the requesting party to so act on behalf of such holder or Beneficial Holder. The Debtors, subject to contrary order of the Bankruptcy Court, may waive any defects or irregularities as to any Ballot or Master Ballot at any time, either before or after the close of voting and any such waivers will be documented in the Voting Report. Neither the Debtors nor any other entity will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots and Master Ballots other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification. Unless waived or as ordered by the Bankruptcy Court, any defect or irregularity in connection with the delivery of a Ballot or Master Ballot must be cured prior to the Voting Deadline or such Ballot or Master Ballot will not be counted. If designation of a voting entity based on lack of good faith is requested by a party-in-interest under section 1126(e) of the Bankruptcy Code, such entitys vote will be counted by the Debtors unless otherwise ordered by the Bankruptcy Court in accordance with section 1126(e). Subject to any contrary order of the Bankruptcy Court, the Debtors reserve the right to reject any Ballot or Master Ballot not in proper form, the acceptance of which, in the opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code or the Bankruptcy Rules and any such rejection will be documented in the Voting Report. If a claim is listed in the Schedules as being a non-priority claim (or is not listed in the Schedules) and a proof of claim is filed as a priority claim (in whole or in part), such claim will be temporarily allowed for voting purposes as a non-priority claim in an amount that such claim would have been so

j.

k.

l.

m.

n.

o.

p.

8
K&E 11626516.1

allowed in accordance with the other tabulation procedures had such proof of claim been filed as a non-priority claim. q. If a claim is listed in the Schedules as being an unsecured claim (or is not listed in the Schedules) and a proof of claim is filed as a secured claim (in whole or in part), such claim will be temporarily allowed for voting purposes as an unsecured claim in an amount that such claim would have been so allowed in accordance with the other tabulation procedures had such proof of claim being filed as an unsecured claim. If a claim has been allowed for voting purposes by order of the Bankruptcy Court, such claim will be temporarily allowed for voting purposes only and not for purposes of allowance or distribution. If an objection to a claim is filed, such claim will be treated in accordance with the procedures set forth in Paragraph D.5 herein. The following Ballots and Master Ballots will not be counted in determining the acceptance or rejection of the Plan: (i) any Ballot or Master Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot or Master Ballot cast by an entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Ballot or Master Ballot cast for a claim scheduled as contingent, unliquidated or disputed for which no proof of claim was timely filed; and (iv) any unsigned Ballot or Master Ballot.

r.

s. t.

4. Voting Procedures for Beneficial Holder Claims: In addition to the General Tabulation Procedures, the following additional procedures apply to Beneficial Holders Claims (each a Beneficial Holder Claim). a. The Debtors will cause to be served the appropriate number of copies of Ballots to each Beneficial Holder holding a claim as of the Voting Record Date, including Nominees identified by the Solicitation Agent as entities through which Beneficial Holders hold their claims relating to Notes. Any Nominee that is a holder of record with respect to a Note must vote on behalf of the Beneficial Holder of such Note by (i) immediately distributing the Solicitation Documents, including any applicable Ballot(s) it receives from the Solicitation Agent, to such Beneficial Holder, (ii) promptly collecting any completed Ballot(s) from such Beneficial Holder, (iii) compiling and validating the votes and other relevant information of all such Beneficial Holders on the applicable Master Ballot and (iv) transmitting such Master Ballot to the Solicitation Agent by the Voting Deadline. Any Beneficial Holder holding a Note as a record holder in its own name should vote on the Plan by completing and signing a Ballot and returning it directly to the Solicitation Agent on or before the Voting Deadline. 9
K&E 11626516.1

b.

c.

d.

A trustee (unless otherwise empowered to do so) is not entitled to vote on behalf of the holder of a Beneficial Holder Claim; rather, each such holder of a Beneficial Holder Claim must submit its own Ballot. Any Beneficial Holder holding a Note in street name through a Nominee must vote on the Plan through such Nominee by completing and signing the Ballot and returning such Ballot to the appropriate Nominee as promptly as possible and in sufficient time to allow such Nominee to process the Ballot and return the Master Ballot to the Solicitation Agent prior to the Voting Deadline. A Ballot submitted by a Beneficial Holder holding a Note in street name will not be counted. Any Ballot returned to a Nominee by a Beneficial Holder will not be counted for purposes of accepting or rejecting the Plan until such Nominee properly completes and delivers to the Solicitation Agent a Master Ballot that reflects the vote of such Beneficial Holder by the Voting Deadline. Nominees must retain all Ballots returned by Beneficial Holders for a period of one year after the Effective Date of the Plan. If a Beneficial Holder holds a Note through more than one Nominee or through multiple accounts, such Beneficial Holder may receive more than one Ballot and each such Beneficial Holder should execute a separate Ballot for each block of Notes that it holds through any Nominee and must return each such Ballot to the appropriate Nominee. If a Beneficial Holder holds a portion of its Notes through a Nominee or Nominees and another portion in its own name as the record holder, such Beneficial Holder should follow the procedures described in Paragraph D.4.b.iii herein to vote the portion held in its own name and the procedures described in the rest of this Paragraph D.4.b herein to vote the portion held by any Nominees.

e.

f.

g. h.

i.

5. Temporary Allowance of Claims for Voting Purposes: If an objection to a claim is pending on the Voting Record Date, the holder of such claim will receive a copy of the Solicitation Notice and a Notice of Non-Voting Status with Respect to Objected-to-Claims (the Objected-to-Claim Notice), substantially in the form attached as Exhibit I to the Motion, in lieu of a Ballot. The Objected-to-Claim Notice will inform such holder that: (a) an objection to its claim (each, an Objected-to-Claim) is pending; and (b) the holder cannot vote absent one of the following taking place prior to the Voting Deadline, (i) an order is entered by the Bankruptcy Court, after notice and a hearing, temporarily allowing such Objected-to-Claim for voting purposes only pursuant to Bankruptcy Rule 3018(a), (ii) a stipulation or other agreement is executed between the holder of the Objected-to-Claim and the Debtors temporarily allowing the holder of the Objected-to-Claim to vote its Objected-to-Claim in an agreed upon amount or (iii) the pending objection to the Objected-to-Claim is voluntarily withdrawn by the Debtors or overruled by the Bankruptcy Court (each, a Resolution Event). No later than two business days after a Resolution Event, the Solicitation Agent will distribute a Ballot and a pre-addressed, postage 10
K&E 11626516.1

pre-paid envelope to the relevant holder of the Objected-to-Claim, which must be returned to the Solicitation Agent by no later than the Voting Deadline. If an objection to a claim is filed by the Debtors after the Voting Record Date, the Ballot of the holder of such Objected-to-Claim will not be counted absent a Resolution Event taking place on or before the Confirmation Hearing. E. Settlement, Third Party Release, Exculpation and Injunction Language in the Plan

THE SETTLEMENT, THIRD PARTY RELEASE, EXCULPATION AND INJUNCTION LANGUAGE IN ARTICLE XII OF THE PLAN WILL BE INCLUDED IN THE SOLICITATION NOTICE. THE BALLOTS WILL STATE THAT A VOTE TO ACCEPT THE PLAN IS A VOTE TO ACCEPT THE RELEASE, INJUNCTION AND EXCULPATION PROVISIONS IN ARTICLE XII OF THE PLAN.

11
K&E 11626516.1