Common use of Confirmation Order Clause in Contracts

Confirmation Order. (i) The Bankruptcy Court shall have entered the Confirmation Order, (ii) the Confirmation Order shall be consistent in all material respects with the terms of this Agreement and the RSA and (iii) the Confirmation Order shall be a Final Order. Without limiting the generality of the foregoing, the Confirmation Order shall contain the following specific findings of fact, conclusions of Law and Orders: (A) the Specified Issuances described in clause (a) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code; (B) each of the Specified Issuances described in clauses (b)—(d) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code; and (D) the participation by the Backstop Parties and/or any of their respective Related Persons in the offer, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code.

Confirmation Order. (i) The Cable Venture shall use its commercially reasonable efforts to obtain approval of the Confirmation Order and any other Order of the Bankruptcy Court necessary to authorize and consummate the Transactions as promptly as practicable. (ii) The Cable Venture shall use its commercially reasonable efforts to cause the Confirmation Order to provide, among other things: (A) provide that the Plan has been proposed in good faith and not by any means forbidden by law; (B) provide that the Buyer, and its Affiliates, members, equity holders, partners and professionals, are released from any claim of any party related to the Sellers, the business of the Companies or the Chapter 11 Case, except as otherwise set forth in this Agreement; (C) approve the sale of the Acquired Interests on the terms and conditions set forth in this Agreement and authorize the Cable Venture and Century to proceed with this transaction and the Cable Venture and Century to comply with their respective obligations under this Agreement; (D) provide for the payment by the Buyer of ordinary course of business post-petition trade payables and accrued expenses incurred by the Cable Venture according to the normal and customary terms applicable to such payments and expenses; (E) state that any objections timely filed with respect to the Plan, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court; (F) find that the Purchase Price represents fair value for the Acquired Interests; (G) find that the Plan is in the best interests of the Cable Venture’s estates and creditors; (H) provide that the Bankruptcy Court shall have entered retain jurisdiction for the Confirmation Order, (ii) purpose of enforcing the Confirmation Order shall be consistent in all material respects with the terms provisions of this Agreement and the RSA and (iii) the Confirmation Order shall be a Final Order. Without limiting the generality of the foregoingAgreement, the Confirmation Order shall contain and the following specific findings of factPlan; (I) authorize the Cable Venture and Century to execute, conclusions of Law deliver, perform under, consummate and Orders: implement this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (AJ) the Specified Issuances described in clause (a) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code; (B) each of the Specified Issuances described in clauses (b)—(d) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act find that, pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e1146(c) of the Bankruptcy Code; and (D) , the participation within transaction is “in contemplation of a plan or plans of reorganization to be confirmed by the Backstop Parties and/or Bankruptcy Court,” and as such shall be free and clear of any of their respective Related Persons and all transfer tax, stamp tax or similar Taxes; (K) provide that all equity or equity-based compensation, and any documents and agreements relating thereto, and all other Interests (as defined in the offerBankruptcy Code) in the Cable Venture will be canceled, issuance, sale and all obligations of the Cable Venture and any Affiliates of the Cable Venture under or purchase in respect of any security offered, issued, sold or purchased them will be terminated; (L) find that the Buyer is a “good faith” purchaser entitled to the protection afforded thereby under the Plan (if any such participation was madesection 363(m) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code andCode; (M) provide that Adelphia, as suchits Affiliates, the Backstop Parties and any official committee and its professionals appointed in the bankruptcy cases of their respective Related Persons are entitled to Adelphia or any of its Affiliates shall be bound by the benefits obligations of the Sellers set forth in Section 7.1(b) and protections Section 7.16; and (N) find that the Buyer has not acted in violation of section 1125(eSection 363(n) of the Bankruptcy Code. (iii) The Confirmation Order shall approve and authorize the assumption of the Assumed Executory Contracts.

Confirmation Order. (i) The Bankruptcy Court shall have entered an Order confirming the Plan (the “Confirmation Order”), (ii) the Confirmation such Order shall be consistent in all material respects with form and substance reasonably satisfactory to the terms of this Agreement Requisite Commitment Parties and the RSA and (iii) the Confirmation such Order shall be a Final Order. Without limiting the generality of the foregoing, the Confirmation Order shall contain the following specific findings of fact, conclusions of Law and Orders: (A) the Specified Issuances described in clause (a) each of the definition issuances of “Specified Issuances” the RO Notes and the Premium Notes are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 Section 1145(a) of the Bankruptcy Code, except that any such New 2L Convertible Notes issued to an entity that is an “underwriter” with respect to such securities as that term is defined in Section 1145(b) of the Bankruptcy Code shall be issued in reliance upon Section 4(a)(2) of the Securities Act; (B) each of the Specified Issuances described in clauses (b)—(d) issuances of the definition of “Specified Issuances” Direct Investment Notes and the Unsubscribed Notes are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirementsAct; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Commitment Parties and/or any of their respective Related Persons Affiliates and Representatives (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Commitment Parties and any of their respective Related Persons Affiliates and Representatives are entitled to the benefits and protections of section Section 1125(e) of the Bankruptcy Code; and (D) the participation by the Backstop Commitment Parties and/or any of their respective Related Persons Affiliates and Representatives in the offer, issuance, sale sale, or purchase of any security offered, issued, sold sold, or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Commitment Parties and any of their respective Related Persons Affiliates and Representatives are entitled to the benefits and protections of section Section 1125(e) of the Bankruptcy Code.

Confirmation Order. (i) The the Bankruptcy Court shall have entered the Confirmation Order, (ii) the Confirmation Order shall be consistent in all material respects with the terms of this Agreement and the RSA and otherwise in form and substance reasonably acceptable to the Requisite Commitment Parties, and (iii) the Confirmation Order shall be a Final Order. Without limiting the generality of the foregoing, the Confirmation Order shall contain the following specific findings of fact, conclusions of Law and Orders: (A) each of the Specified Issuances described in clause clauses (aa)–(c) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 1145(a) of the Bankruptcy Code, except that any such Specified Issuances issued to an entity that is an “underwriter” with respect to such securities as that term is defined in Section 1145(b) of the Bankruptcy Codes shall be issued in reliance upon Section 4(a)(2) of the Securities Act; (B) each of the Specified Issuances described in clauses (b)—(dd)–(g) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirementsAct; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Commitment Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Commitment Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code; and (D) the participation by the Backstop Commitment Parties and/or any of their respective Related Persons in the offer, issuance, sale sale, or purchase of any security offered, issued, sold sold, or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Commitment Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code.

Confirmation Order. Promptly following the Sale Hearing, Seller will cause the Company to seek an order of the Bankruptcy Court (the "Confirmation Order") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) The Bankruptcy Court the Purchase Price shall have entered be used to pay in full, as of the Confirmation Ordereffective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the Confirmation portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Procedures Order and/or the Sale Order shall be consistent in all material respects with used to fund the terms treatment provided under the Company Plan of this Agreement Reorganization of allowed secured and non-priority unsecured claims against the RSA and Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be a Final Orderexcluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under employee benefit plans and related trusts and insurance policies and similar arrangements sponsored or maintained by Seller for current or former employees; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Without ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Main Office"); (8) subject to Buyer's rights under the Trademark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) all outstanding claims arising under Seller's insurance policies prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all inventory of food and beverages existing on the Closing Date and held for sale by the Company at the food service and dining facilities located at the Riverboat Casino ("Food Inventory"); and (13) all inventory of the Company existing on the Closing Date and held for resale to customers at the Company's gift shop located aboard the Riverboat Casino ("Gift Shop Inventory"); (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the generality of the foregoing, the Confirmation Order shall contain specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following specific findings (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of factor related to the administration of the Bankruptcy Case, conclusions including any accrued professional fees and expenses of Law attorneys, accountants, financial advisors and Orders: other professional advisors (Acollectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), or (5) Liabilities of Seller under this Agreement. (ix) the Specified Issuances described in clause (a) assumption by the Company of the definition of “Specified Issuances” are exempt from the registration Assumed Executory Leases and prospectus delivery requirements of Executory Contracts under Section 5 of the Securities Act pursuant to section 1145 365 of the Bankruptcy Code; ; (Bx) the affirmation of each of the Specified Issuances described in clauses (b)—(d) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law Sale Order; and, as such, (xi) the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of retention by the Bankruptcy Code; and (D) the participation by the Backstop Parties and/or any Court of their respective Related Persons in the offer, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable exclusive jurisdiction to enforce all provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled Confirmation Order relating to the benefits and protections of section 1125(e) of the Bankruptcy CodeSale Order.

Confirmation Order. Promptly following the Sale Hearing, Seller and the Company shall seek an order of the Bankruptcy Court (the "Confirmation Order") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) The Bankruptcy Court the Purchase Price shall have entered be used to pay in full, as of the Confirmation Ordereffective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the Confirmation portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Procedures Order and/or the Sale Order shall be consistent in all material respects with used to fund the terms treatment provided under the Company Plan of this Agreement Reorganization of allowed secured and non-priority unsecured claims against the RSA and Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be excluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of 40 business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under the Seller's 401(k) plan and related trusts, insurance policies, third party administration agreements and similar arrangements sponsored by Seller for current or former employees of the Company; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at 800 First Street, St. Louis, Missouri 63102 (the "Main Office"); (8) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) With respect to the Excluded Assets, all outstanding claims arising under Seller's insurance policies from damage to or with respect to such Excluded Assets prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use Taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all rights of recovery from insurers and other third parties (including those currently being pursued in a Final Ordersuit styled IN THE MATTER OF THE COMPLAINT OF THE AMERICAN MILLING COMPANY, UNLIMITED, H&B MARINE, INC., corporations and AMERICAN MILLING, LP, a limited partnership, FOR EXONERATION FROM, OR LIMITATION OF, LIABILITY, Case No. Without 4:98CV00575SNL (the "Limitation Action"), and rights to recover in a claim against American Milling Company's excess insurer, by Winterville Marine Service and/or Captain John O. Johnson, all resulting from an allision on April 4, 1998, of ▇▇▇ ▇/▇ ▇▇▇▇ ▇olly and her barges with the Admiral; and (13) all rights of t▇▇ ▇▇▇▇▇▇▇ to receive restitution payments pursuant to any decree, award, judgment or other order of a court of competent jurisdiction (including but not limited to orders entered in respect of criminal law violations and settlements of contested civil matters), as listed on Schedule 6(j) under the heading "Excluded Restitution Payments." Following the Closing, Seller shall have access upon reasonable prior notice to all papers, books and records (including electronic records) of every kind and nature pertaining to the ownership and operation of the Admiral prior to and after the allision with the Anne Holly on April 4, 1998 to the extent necessary to prove the dam▇▇▇▇ ▇▇▇▇▇ting therefrom; for the avoidance of doubt, such materials shall not be included within the definition of Excluded Assets. (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the generality of the foregoing, the Confirmation Order shall contain specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following specific findings (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes 41 related to all Tax periods (or portions thereof) ending on or prior to the Closing, including, without limitation, Liabilities for Taxes arising out of factdistribution, conclusions dividend, transfer, assignment or any other permitted disposition of Law any or all of the Excluded Assets prior to the Closing, regardless of whether such Taxes relate to Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and Orders: expenses of attorneys, accountants, financial advisors and other professional advisors (Acollectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), (5) Liability for salary, wages or other benefits of employees in connection with services rendered to Seller and/or the Company, including incentive payments, through the Closing Date (excluding accrued vacation pay) to the extent not accrued on Company's books and taken into account in the determination of Net Current Assets at Closing, (6) Liabilities of Seller under this Agreement, and (7) Liabilities arising out of or related to the resignation and/or termination of the employment of the officers and directors of the Company occurring prior to or concurrently with the Closing in accordance with Section 4(t) hereof. (ix) the Specified Issuances described in clause (a) assumption by the Company of the definition of “Specified Issuances” are exempt from the registration Assumed Executory Leases and prospectus delivery requirements of Executory Contracts under Section 5 of the Securities Act pursuant to section 1145 365 of the Bankruptcy Code; ; (Bx) the affirmation of each of the Specified Issuances described in clauses (b)—(d) provisions of the definition Sale Order; (xi) the retention by the Bankruptcy Court of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 exclusive jurisdiction to enforce all provisions of the Securities Act pursuant Confirmation Order relating to Section 4(a)(2the Sale Order; and (xii) provide that the effective date of the Securities Act and/or another available exemption from the Securities Act registration requirements; Company Plan of Reorganization shall not occur until either (Ca) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made60-day period provided for under Section 505(b)(2)(A)(i) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code expires without the Missouri income Tax Returns of the Company being selected for examination in response to requests regarding such Tax Returns made in accordance with Section 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and applicable nonFebruary 28, 2005), or (b) the 180-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(eday period provided for under Section 505(b)(2)(A)(ii) of the Bankruptcy Code; Code expires in response to requests regarding the Company's Missouri income Tax Returns made in accordance with Section 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and (DFebruary 28, 2005) the participation and Seller has made in consultation with Buyer appropriate reserves sanctioned by the Backstop Parties and/or any of their respective Related Persons in the offer, issuance, sale or purchase Bankruptcy Court to provide for payment of any security offered, issued, sold or purchased under additional income Tax liability asserted against the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy CodeCompany.

Confirmation Order. The Confirmation Order shall have been entered ------------------ by the Bankruptcy Court and shall have become a Final Order. The Confirmation Order shall be in form and substance reasonably satisfactory to Buyer, Sellers and Agents and shall, among other things: (a) Contain findings of fact and rulings that Buyer is a good faith purchaser and entitled to the protections of Section 363(m) of the Bankruptcy Code; (b) conform with the requirements of Section 24 of the Heinz Contract and the requirements of the Bankruptcy Court order authorizing Sellers to enter into such agreement; (c) unless the Sale Order has previously been entered, as of the Plan Effective Date, terminate and release all of the liens, claims and interests in and to the Purchased Assets (other than (i) The Bankruptcy Court shall have entered the Confirmation Orderlandlord liens, (ii) the Confirmation Order shall be consistent in all material respects with the terms rights of this Agreement and the RSA lessees, pursuant to Bankruptcy Code Section 365(h)(1), under any Rejected Third Party Leases relating to any such Delayed Transfer Property and (iii) Buyer Liens) except to the Confirmation Order shall be a Final Order. Without limiting the generality of the foregoingextent securing an Assumed Liability or arising under an Assumed Contract, the Confirmation Order shall contain the following specific findings of fact, conclusions of Law under and Orders: (A) the Specified Issuances described in clause (a) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code; (B) each of the Specified Issuances described in clauses (b)—(d) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2363(f) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e1141(d) of the Bankruptcy Code; it being understood that such order (or an abstract thereof) shall be in form suitable for filing in applicable lien records and shall direct the execution of appropriate title transfers and lien releases by creditors with respect to the transferred or released property and limitations on the Assumed Liabilities as set forth in this Agreement and enjoin any holder of a claim against or interest in any of the Sellers from asserting any such claim or interest against Buyer or Parent other than claims directly related to the Assumed Liabilities or rights under the Assumed Contracts or Assumed Real Property Leases; (Dd) terminate each Interseller Lease relating to a parcel of Purchased Real Property or a property that is subject to an Assumed Real Property Lease, such termination to be effective as of the participation Closing Date; (e) unless the Sale Order has previously been entered, if the Confirmation Order is entered by the Backstop Parties and/or any of their respective Related Persons in Bankruptcy Court before the offerInitial Assumption Date, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance Confirmation Order shall also comply with the applicable provisions Specified Sale Order Requirements; and (f) authorize the assumption by Sellers and assignment to Buyer of all Assumed Real Property Leases and Assumed Contracts that are not Delayed Transfer Property as of the Bankruptcy Code and, as such, Confirmation Date and otherwise in accordance with the Backstop Parties and any terms of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Codethis Agreement.

Confirmation Order. (a) The Confirmation Order shall, among other things, (i) The approve, pursuant to sections 105, 363, 365 and 1123 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than, (i) solely in the case of Acquired Assets that are not Acquired Equity, Permitted Encumbrances, and (ii) solely in the case of Acquired Equity, transfer restrictions of general application imposed by securities Laws), (C) the performance by Sellers of their respective obligations under this Agreement, (D) the assumption of the Assumed Liabilities by Buyer on the terms set forth herein, and (E) the assumption and assignment to Buyer of each of the Closing Assumed Contracts and other Acquired Assets on the terms set forth herein; (ii) find that Buyer is a “good faith” purchaser within the meaning of the Bankruptcy Code, find that Buyer is not a successor to Sellers, and find that Buyer has provided adequate assurance of future performance with respect to the Closing Assumed Contracts; (iii) approve the consummation of the Debt Financing; (iv) release, terminate and discharge the obligations under the Honeywell Agreements that are incurred or guaranteed by any of the Acquired Subsidiaries (and release any Encumbrances by any Acquired Subsidiary or granted by a Seller of an Acquired Subsidiary over its equity interests in that Acquired Subsidiary (in each case, if any such Encumbrances shall so exist)), (v) include such other provisions as are necessary to effectuate the Transaction (including, for the avoidance of doubt, any provisions relating to the discharge of claims against the Debtors including the Excluded Liabilities) and (iv) prohibit the Sellers, their respective Affiliates, the plan administrator to be selected in the Plan, the Liquidating Trustee (as defined in the global restructuring term sheet attached as Exhibit 2 hereto), and other Representatives of Sellers’ bankruptcy estates and any other person or entity acting on behalf of any of the foregoing (collectively, the “Sellers Group”) from entering into or agreeing to enter into a Settlement (as defined below) with or relating to the Honeywell Claims or any other claim against or relating to Honeywell or any of its Affiliates, except to the extent permitted by Section 5.2(c) below. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller Parent to assist in obtaining Bankruptcy Court shall have entered approval of the Confirmation Order, (ii) the Confirmation Order shall be consistent in all material respects including furnishing affidavits or other documents or information for filing with the terms Bankruptcy Court for purposes, among others, of this Agreement and the RSA and (iiix) the Confirmation Order shall be demonstrating that Buyer is a Final Order. Without limiting the generality of the foregoing, the Confirmation Order shall contain the following specific findings of fact, conclusions of Law and Orders: (A) the Specified Issuances described in clause (a) of the definition of “Specified Issuancesgood faith” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code; (B) each of the Specified Issuances described in clauses (b)—(d) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of purchaser under the Bankruptcy Code and applicable non-bankruptcy law and, as such, (y) establishing adequate assurance of future performance within the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections meaning of section 1125(e) of the Bankruptcy Code; and (D) the participation by the Backstop Parties and/or any of their respective Related Persons in the offer, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) 365 of the Bankruptcy Code. (b) In the event the entry of the Bidding Procedures Order or Confirmation Order shall be appealed (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bidding Procedures Order or Confirmation Order), Sellers shall defend such appeal, petition or motion. (c) From and after the Execution Date and through the Closing Date, without the prior written consent of Buyer, none of the Sellers Group shall (i) enter into or agree to enter into any settlement, compromise or release with respect to any Litigation or Order or other dispute relating to the Business, the Acquired Assets or Assumed Liabilities, including the Honeywell Claims or any other claim relating to Honeywell or any of its Affiliates (a “Settlement”), unless such Settlement (x) does not involve any monetary relief (other than (A) monetary relief paid by Sellers after the Closing (or solely payable by Sellers prior to the Closing and constituting an Excluded Liability) or paid to Sellers solely in respect of an Excluded Asset or (B) monetary relief in an amount less than one million Dollars ($1,000,000) individually or five million Dollars ($5,000,000) in the aggregate) and (y) does not involve any non-monetary relief binding on or adversely impacting Buyer, the Acquired Subsidiaries, any of their respective Affiliates or the Acquired Assets or (ii) initiate (including through an amended complaint) any material Litigation relating to the Business, the Acquired Assets or the Assumed Liabilities, except as set forth in Section 5.2 of the Seller Disclosure Schedule. In addition, from and after the Execution Date (for the avoidance of doubt, including periods after the Closing Date), without the prior written consent of Buyer, none of the Sellers Group shall enter into or agree to enter into any Settlement relating to the Honeywell Claims or any other Litigation, claim or dispute with or relating to Honeywell or any of its Affiliates, unless such Settlement includes a full release by Honeywell (on behalf of itself and its Affiliates) of the Acquired Subsidiaries and the properties of the Acquired Subsidiaries (and Buyer and its other Affiliates and the Buyer’s and its other Affiliates’ respective Representatives with respect to any claims relating to any of the Acquired Subsidiaries, the properties of the Acquired Subsidiaries, the Business, the Honeywell Agreements or the Transaction); provided that such release may exclude obligations (other than Excluded Liabilities) arising under Assumed Contracts. Notwithstanding the foregoing sentence, Seller Parent shall provide Buyer with at least five (5) Business Days’ notice prior to the entry into any Settlement.

Confirmation Order. Promptly following the Sale Hearing, Seller will cause the Company to seek an order of the Bankruptcy Court (the "Confirmation Order") confirming a Plan of Reorganization of the Company (the "Company Plan of Reorganization"). Both Buyer's and Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court's entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) The Bankruptcy Court the Purchase Price shall have entered be used to pay in full, as of the Confirmation Ordereffective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the Confirmation portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Sale Order shall be consistent in all material respects with used to fund the terms treatment provided under the Company Plan of this Agreement Reorganization of allowed secured and non- priority unsecured claims against the RSA and Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be a Final Orderexcluded from the Riverboat Casino Assets (collectively, the "Excluded Assets"): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under employee benefit plans and related trusts and insurance policies and similar arrangements sponsored or maintained by Seller for current or former employees; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Without ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Main Office"); (8) subject to Buyer's rights under the Trademark License, all right, title and interest of Seller in the name "President," "President Riverboat Casino" and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof; (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino ("Excluded Software"); (10) all outstanding claims arising under Seller's insurance policies prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all inventory of food and beverages existing on the Closing Date and held for sale by the Company at the food service and dining facilities located at the Riverboat Casino ("Food Inventory"); and (13) all inventory of the Company existing on the Closing Date and held for resale to customers at the Company's gift shop located aboard the Riverboat Casino ("Gift Shop Inventory"); (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the "Excluded Liabilities"), and, without limiting the generality of the foregoing, the Confirmation Order shall contain specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following specific findings (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of factor related to the administration of the Bankruptcy Case, conclusions including any accrued professional fees and expenses of Law attorneys, accountants, financial advisors and Orders: other professional advisors (Acollectively, the "Administrative Claims"); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), or (5) Liabilities of Seller under this Agreement. (ix) the Specified Issuances described in clause (a) assumption by the Company of the definition of “Specified Issuances” are exempt from the registration Assumed Executory Leases and prospectus delivery requirements of Executory Contracts under Section 5 of the Securities Act pursuant to section 1145 365 of the Bankruptcy Code; ; (Bx) the affirmation of each of the Specified Issuances described in clauses (b)—(d) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law Sale Order; and, as such, (xi) the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of retention by the Bankruptcy Code; and (D) the participation by the Backstop Parties and/or any Court of their respective Related Persons in the offer, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable exclusive jurisdiction to enforce all provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled Confirmation Order relating to the benefits and protections of section 1125(e) of the Bankruptcy CodeSale Order.

Confirmation Order. (ia) The Bankruptcy Court shall have entered the Confirmation Order, (ii) the Confirmation Order shall be consistent in all material respects with the terms of Parties acknowledge and agree that this Agreement and the RSA and (iii) Contemplated Transactions are subject to entry of the Confirmation Order shall be a Final Order. Without limiting In the generality event of any discrepancy between this Agreement and the foregoingConfirmation Order, the Confirmation Order shall contain govern. (b) B▇▇▇▇ agrees that it will promptly take such actions as are reasonably requested by the following specific findings of fact, conclusions of Law and Orders: (A) the Specified Issuances described Company to assist in clause (a) obtaining entry of the definition Confirmation Order and a finding of “Specified Issuances” are exempt from adequate assurance of future performance by B▇▇▇▇, to the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 of extent applicable, including furnishing witnesses, affidavits or other documents or information for filing with the Bankruptcy Code; (B) each Court for the purposes, among others, of the Specified Issuances described in clauses (b)—(d) providing necessary assurances of the definition of performance by Buyer under this Agreement and demonstrating that Buyer is a “Specified Issuancesgood faith” are exempt from the registration and prospectus delivery requirements of purchaser under Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirements; (C) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code; and (D) the participation by the Backstop Parties and/or any of their respective Related Persons in the offer, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e363(m) of the Bankruptcy Code. (c) The Company and Buyer shall consult with one another regarding substantive pleadings that any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect the Bankruptcy Court’s approval or modification of, as applicable, the Confirmation Order. Unless (i) this Agreement has been terminated in accordance with ARTICLE X or (ii) the Company has breached any representation or warranty or failed to comply with any covenant or agreement applicable to the Company that would cause the condition set forth in Section 9.2(a) not to be satisfied (provided such breach or failure has not been waived or cured) and Buyer is seeking to enforce its rights under this Agreement with respect to such breach or failure, Buyer shall not, without the prior written consent of the Company (which consent may not be unreasonably withheld or delayed), file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Buyer Equity Interests or any other assets of the Company or any of its Affiliates. The Company and the Buyer shall provide to the other Party draft copies of all motions, notices, statements, schedules, applications, reports and other papers such Party intends to file with the Bankruptcy Court in connection with the any order of the Bankruptcy Court in connection with the Contemplated Transactions within a reasonable period of time prior to the date such Party intends to file any of the foregoing and consult in advance in good faith with the other Party regarding the form and substance of any such proposed filing with the Bankruptcy Court. In the event the entry of the Confirmation Order or any other Order of the Bankruptcy Court relating to this Agreement or the Contemplated Transactions shall be appealed (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Confirmation Order or other such order), the Company and Buyer shall use their respective commercially reasonable efforts to defend such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion. (d) The Company shall request that the Confirmation Order entered by the Bankruptcy Court exempt the sale of the Buyer Equity Interests to Buyer under this Agreement from any Transfer Taxes.

Confirmation Order. (i) The Bankruptcy Court shall have entered the Confirmation Order, (ii) the Confirmation Order shall be consistent in all material respects with the terms of this Agreement and the RSA and otherwise in form and substance reasonably acceptable to the Requisite Backstop Parties, and (iii) the Confirmation Order shall be a Final Order. Without limiting the generality of the foregoing, the Confirmation Order shall contain the following specific findings of fact, conclusions of Law and Orders: (A) each of the Specified Issuances described in clause clauses (aa)-(c) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145 1145(a) of the Bankruptcy Code; (B) each of the Specified Issuances described in clause (d) of the definition of “Specified Issuances” consisting of Exit Warrants issued in connection with Exit Term Loans made in lieu of the purchase of Backstop Priority Commitment Securities, or the issuance of shares of New Common Stock upon the exercise of such Exit Warrants, are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to section 1145(a) of the Bankruptcy Code; (C) each of the Specified Issuances described in clause (d) of the definition of “Specified Issuances” consisting of Exit Warrants issued in connection with Exit Term Loans made in lieu of the purchase of Backstop Securities, or the issuance of shares of New Common Stock upon the exercise of such Exit Warrants, are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act; (D) each of the Specified Issuances described in clauses (b)—(de) and (f) of the definition of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or another available exemption from the Securities Act registration requirementsAct; (CE) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code; and (DF) the participation by the Backstop Parties and/or any of their respective Related Persons in the offer, issuance, sale or purchase of any security offered, issued, sold or purchased under the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code.

Confirmation Order. Promptly following the Sale Hearing, Seller and the Company shall seek an order of the Bankruptcy Court (the “Confirmation Order”) confirming a Plan of Reorganization of the Company (the “Company Plan of Reorganization”). Both Buyer’s and Seller’s obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court’s entry of the Confirmation Order. Seller agrees that each of the Company Plan of Reorganization and the Confirmation Order must be in form and substance reasonably satisfactory to Buyer and shall not be inconsistent with the provisions of this Agreement, and shall further provide for the following: (i) The Bankruptcy Court the Purchase Price shall have entered be used to pay in full, as of the Confirmation Ordereffective date of the Company Plan of Reorganization, all allowed pre-petition priority claims against and post-petition administrative expenses of the Company other than Company Liabilities; (ii) the Confirmation portion of the Purchase Price allocated to the Riverboat Casino Assets in accordance with the Procedures Order and/or the Sale Order shall be consistent in all material respects with used to fund the terms treatment provided under the Company Plan of this Agreement Reorganization of allowed secured and non-priority unsecured claims against the RSA and Company; (iii) except with respect to the Company Liabilities as described in Section 3 hereof, the discharge of all secured and unsecured claims against the Company; (iv) except with respect to the Company Liabilities as described in Section 3 hereof, the issuance of an injunction in favor of Buyer, the Company and their respective properties, including the Riverboat Casino Assets, prohibiting any holder of a claim against the Company in existence as of the date immediately preceding the effective date of the Company Plan of Reorganization from taking any action to collect, assess, enforce or recover such claim; (v) provide that Buyer shall be the owner of all of the Closing Shares, which shall represent all of the issued and outstanding capital stock of the Company; (vi) ratify the findings in the Sale Order and include specific findings that: (1) reasonable opportunity to object or be heard with respect to the Confirmation Order has been afforded to all interested entities; and (2) the Bankruptcy Court retains exclusive jurisdiction to enforce the Confirmation Order; (vii) the following assets shall be excluded from the Riverboat Casino Assets (collectively, the “Excluded Assets”): (1) officer and crew personal effects; (2) all cash (including checks received prior to the close of business on the Closing Date, whether or not deposited or cleared prior to the close of business on the Closing Date) other than Included Cash; (3) all commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents other than the Included Cash; (4) all rights of the Company to claims or recoveries under Chapter 5 of the United States Bankruptcy Code; (5) all contracts, leases and other agreements other than the Assumed Executory Leases and Executory Contracts; (6) all rights of Seller and/or the Company under the Seller’s 401(k) plan and related trusts, insurance policies, third party administration agreements and similar arrangements sponsored by Seller for current or former employees of the Company; (7) the building, improvements and tangible personal property (other than certain items of tangible personal property used in the operation of the Riverboat Casino and listed on Schedule 6(b)), located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Main Office”); (8) subject to Buyer’s rights under the Trademark License, all right, title and interest of Seller in the name “President,” “President Riverboat Casino” and variants thereof, and all marks and logos, whether or not registered, incorporating such names or portions thereof, (9) all risk management, general ledger and fixed asset software (excluding data and related documentation), in each case which are owned, used, or licensed by Seller as licensee or licensor in connection with the Riverboat Casino (“Excluded Software”); (10) With respect to the Excluded Assets, all outstanding claims arising under Seller’s insurance policies from damage to or with respect to such Excluded Assets prior to the Closing Date; (11) all rights to any refunds for Taxes accruing to the owner of the Riverboat Casino Assets for the period prior to and including the Closing Date, including but not limited to all claims for refund for Missouri state and local sales and use Taxes, regardless whether such claims were actually filed prior to the Closing Date; (12) all rights of recovery from insurers and other third parties (including those currently being pursued in a Final Ordersuit styled IN THE MATTER OF THE COMPLAINT OF THE AMERICAN MILLING COMPANY, UNLIMITED, H&B MARINE, INC., corporations and AMERICAN MILLING, LP, a limited partnership, FOR EXONERATION FROM, OR LIMITATION OF, LIABILITY, Case No. Without 4:98CV00575SNL (the “Limitation Action”), and rights to recover in a claim against American Milling Company’s excess insurer, by Winterville Marine Service and/or Captain ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, all resulting from an allision on April 4, 1998, of the M/V ▇▇▇▇ ▇▇▇▇▇ and her barges with the Admiral; and (13) all rights of the Company to receive restitution payments pursuant to any decree, award, judgment or other order of a court of competent jurisdiction (including but not limited to orders entered in respect of criminal law violations and settlements of contested civil matters), as listed on Schedule 6(j) under the heading “Excluded Restitution Payments.” Following the Closing, Seller shall have access upon reasonable prior notice to all papers, books and records (including electronic records) of every kind and nature pertaining to the ownership and operation of the Admiral prior to and after the allision with the ▇▇▇▇ ▇▇▇▇▇ on April 4, 1998 to the extent necessary to prove the damages resulting therefrom; for the avoidance of doubt, such materials shall not be included within the definition of Excluded Assets. (viii) pursuant to Section 1141(c) of the Bankruptcy Code and other than with respect to the Assumed Liabilities, the Company shall hold the Riverboat Casino Assets free and clear of, all claims and interests of creditors to the maximum extent permitted under Section 1141(c) of the Bankruptcy Code (the “Excluded Liabilities”), and, without limiting the generality of the foregoing, the Confirmation Order shall contain specifically provide that the Company shall hold the Riverboat Casino Assets free and clear of each of the following specific findings (which shall be deemed to be Excluded Liabilities): (1) Liabilities for Taxes related to all Tax periods (or portions thereof) ending on or prior to the Closing, including, without limitation, Liabilities for Taxes arising out of factdistribution, conclusions dividend, transfer, assignment or any other permitted disposition of Law any or all of the Excluded Assets prior to the Closing, regardless of whether such Taxes relate to Tax periods (or portions thereof) ending on or prior to the Closing; (2) Liabilities for any costs or expenses incurred arising out of or related to the administration of the Bankruptcy Case, including any accrued professional fees and Orders: expenses of attorneys, accountants, financial advisors and other professional advisors (Acollectively, the “Administrative Claims”); (3) Liabilities arising out of or related to the Excluded Assets; (4) any Cure Amounts payable by Seller pursuant to Section 2(c), (5) Liability for salary, wages or other benefits of employees in connection with services rendered to Seller and/or the Company, including incentive payments, through the Closing Date (excluding accrued vacation pay) to the extent not accrued on Company’s books and taken into account in the determination of Net Current Assets at Closing, (6) Liabilities of Seller under this Agreement, and (7) Liabilities arising out of or related to the resignation and/or termination of the employment of the officers and directors of the Company occurring prior to or concurrently with the Closing in accordance with Section 4(t) hereof. (ix) the Specified Issuances described in clause (a) assumption by the Company of the definition of “Specified Issuances” are exempt from the registration Assumed Executory Leases and prospectus delivery requirements of Executory Contracts under Section 5 of the Securities Act pursuant to section 1145 365 of the Bankruptcy Code; ; (Bx) the affirmation of each of the Specified Issuances described in clauses (b)—(d) provisions of the definition Sale Order; (xi) the retention by the Bankruptcy Court of “Specified Issuances” are exempt from the registration and prospectus delivery requirements of Section 5 exclusive jurisdiction to enforce all provisions of the Securities Act pursuant Confirmation Order relating to Section 4(a)(2the Sale Order; and (xii) provide that the effective date of the Securities Act and/or another available exemption from the Securities Act registration requirements; Company Plan of Reorganization shall not occur until either (Ca) the solicitation of acceptance or rejection of the Plan by the Backstop Parties and/or any of their respective Related Persons (if any such solicitation was made60-day period provided for under Section 505(b)(2)(A)(i) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code expires without the Missouri income Tax Returns of the Company being selected for examination in response to requests regarding such Tax Returns made in accordance with Section 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and applicable nonFebruary 28, 2005), or (b) the 180-bankruptcy law and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(eday period provided for under Section 505(b)(2)(A)(ii) of the Bankruptcy Code; Code expires in response to requests regarding the Company’s Missouri income Tax Returns made in accordance with Section 8(a)(xx) hereof (i.e. for Tax periods ending February 28, 2003, February 29, 2004 and (DFebruary 28, 2005) the participation and Seller has made in consultation with Buyer appropriate reserves sanctioned by the Backstop Parties and/or any of their respective Related Persons in the offer, issuance, sale or purchase Bankruptcy Court to provide for payment of any security offered, issued, sold or purchased under additional income Tax liability asserted against the Plan (if any such participation was made) was done in good faith and in compliance with the applicable provisions of the Bankruptcy Code and, as such, the Backstop Parties and any of their respective Related Persons are entitled to the benefits and protections of section 1125(e) of the Bankruptcy CodeCompany.