UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA

Transcription

1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA IN RE: * CASE NO: * NEW ORLEANS PADDLEWHEELS, INC. * CHAPTER 11 Debtor * * * * * * * * * * AMENDED PLAN OF REORGANIZATION OF NEW ORLEANS PADDLEWHEELS, INC. AS PROPOSED BY LOUIS M. PHILLIPS, CHAPTER 11 TRUSTEE OF NEW ORLEANS PADDLEWHEELS, INC., UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE DATED AS OF May 19, 2008 GORDON ARATA McCOLLAM DUPLANTIS & EAGAN, LLP Louis M. Phillips Brandon A. Brown Ashley S. Green 301 Main Street, Ste Baton Rouge, Louisiana Counsel for Louis M. Phillips, Chapter 11 Trustee for the bankruptcy estate of New Orleans Paddlewheels, Inc.

2 TABLE OF CONTENTS Page I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW...4 A. Rules of Interpretation, Computation of Time and Governing Law...4 B. Defined Terms...4 II. UNCLASSIFIED ADMINISTRATIVE EXPENSE CLAIMS...12 III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS...13 A. Summary...13 B. Classification and Treatment Class 1 Administrative/Cure Claim of the Port of New Orleans Class 2 Priority Claim of the IRS Class 3 Priority Claim of the LDRT Class 4 Priority Claim of the City of New Orleans Class 5 Convenience Class of General Unsecured Claims ($1, or Less) Class 6 General Unsecured Claims Class 7 Claims of Paddlewheels Insiders, Affiliates and/or Related Party Claimants Class 8 Paddlewheels Equity Interests...18 C. Special Provision Governing Unimpaired Claims...18 IV. ACCEPTANCE OR REJECTION OF THE PLAN...19 A. Voting Classes...19 B. Voting Rights as to Confirmation of Plan; Necessity of Allowance of Claims...19 C. Acceptance by Impaired Classes...19 D. Non-Consensual Confirmation...19 V. PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS...19 A. Prosecution of Objections to Claims...19 B. Estimation of Claims...20 C. Allowance of Claims...20 D. Controversy Concerning Impairment...20 VI. PROVISIONS GOVERNING DISTRIBUTIONS...20 A. Distributions for Allowed Claims...20 B. No Payments or Distributions on Disputed Claims...20 C. Delivery and Distributions and Undeliverable or Unclaimed Distributions Delivery of Distributions in General Delivery of Distributions to Class 6 Holders by Note Agent...21 i

3 Page 3. Undeliverable Distributions Right of Offset...22 VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...23 A. Assumption of Executory Contracts and Unexpired Leases Assumed Contracts Cure Payments and Release of Liability...24 B. Rejection of Executory Contracts and Unexpired Leases Rejected Contracts Filing of Claims Under Rejected Contracts...24 C. Termination of GMAC Lease Upon Full Performance...24 VIII. IX. MEANS FOR IMPLEMENTATION OF THE PLAN...25 A. Settlement and Releases of Claims Release by Paddlewheels of Paddlewheels Released and/or Indemnified Parties Release by Global Settlement Parties of Paddlewheels Release of the Trustee Approval of Settlements and Compromises Assumption by Airport Shuttle, Inc Obtaining Loan by Paddlewheels...25 B. The Continued Existence of Reorganized Paddlewheels Reorganized Paddlewheels Adoption, Amendment and Restatement of Charter Documents and Corporate By-Laws Corporate Approvals...26 C. Officers, Directors and Corporate Action Regarding Reorganized Paddlewheels Officers and Directors of Reorganized Paddlewheels...27 D. Causes of Action and Avoidance Actions Retention of Causes of Action Release of Avoidance Actions and Use of Avoidance Powers to Fix Unsecured Claims...27 CONDITIONS PRECEDENT TO EFFECTIVENESS OF PLAN, EFFECT OF CONFIRMATION OF PLAN, EFFECTIVE DATE, CONDITIONS TO CONSUMMATION...28 A. Conditions Precedent to Effective Date Confirmation Order Authorizations...28 B. Waiver of Conditions...28 C. The Effective Date...28 D. Effects of Confirmation Revesting of Assets Findings by the Bankruptcy Court Approval of Plan Supplement Dismissal of Place Holder Proceedings...29 ii

4 Page 5. Reservation of Rights to Holders of Unliquidated Tort Claims...29 X. DISCHARGE, RELEASE, INJUNCTION AND RELATED PROVISIONS...29 A. Discharge of Debtor...29 B. Injunction...30 C. Exculpations...30 D. Indemnification Obligations...30 E. Limited Release...31 F. Releases by Consenting Parties...31 G. Subordination...31 XI. XII. RETENTION OF JURISDICTION...32 MISCELLANEOUS PROVISIONS...33 A. Effectuating Documents, Further Transactions and Actions...33 B. Payment of Statutory Fees...33 C. Modification of Plan...33 D. Revocation of Plan...34 E. Default Provisions...34 F. Successors and Assigns...34 G. Reservation of Rights...34 H. Section 1146 Exemption...34 I. Further Assurances...34 J. Service of Documents Paddlewheels or Reorganized Paddlewheels Trustee Note Agent...35 K. Filing of Additional Documents...35 L. Severability of Plan Provisions...35 M. Discharge of Trustee...36 iii

5 PLAN OF REORGANIZATION OF NEW ORLEANS PADDLEWHEELS, INC. AS PROPOSED BY LOUIS M. PHILLIPS, CHAPTER 11 TRUSTEE FOR THE ESTATE OF NEW ORLEANS PADDLEWHEELS, INC. UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE Pursuant to the Bankruptcy Code, the Plan Proponent respectfully proposes the Plan under Chapter 11 of the Bankruptcy Code: I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW A. Rules of Interpretation, Computation of Time and Governing Law For purposes herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (b) any reference herein to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference herein to an existing document or exhibit Filed, or to be Filed, shall mean such document or exhibit, as it may have been or may be amended, modified or supplemented; (d) unless otherwise specified, all references herein to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits hereof or hereto; (e) the words herein, hereof and hereto refer to the Plan in its entirety rather than to a particular portion of this Plan; (f) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (g) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; and (h) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be. In computing any period of time prescribed or allowed hereby, the provisions of Bankruptcy Rule 9006(a) shall apply as though the Plan is an order of the Bankruptcy Court. Except to the extent that the Bankruptcy Code or Bankruptcy Rules are applicable, and subject to the provisions of any contract, instrument, release, indenture or other agreement or document entered into in connection herewith, the rights and obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Louisiana, without giving effect to the principles of conflict of laws thereof. B. Defined Terms Unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form herein: Administrative Expense Claim means a Claim for costs and expenses of administration under sections 503(b), 507(b) or 1114(e)(2) of the Bankruptcy Code, including, but not limited to: (a) the actual and necessary costs and expenses of preserving the Estate and operating the business of the Debtor (such as wages, salaries or commissions for services and 4

6 payments for goods and other services and leased premises) incurred after the Paddlewheels Order for Relief, (b) compensation for legal, financial advisory, accounting and other services and reimbursement of expenses awarded or allowed under sections 328, 330(a) or 331 of the Bankruptcy Code or otherwise; and (c) all fees and charges assessed against the Estate under chapter 123 of title 28 United States Code, 28 U.S.C. sections Affiliate has the meaning ascribed to it within 11 U.S.C. 101(2). Airport Shuttle means Airport Shuttle, Inc., a Louisiana corporation. Allowed means, with respect to any Claim or Equity Interest, except as otherwise provided herein: (a) a Claim or Equity Interest that has been scheduled by Paddlewheels in its schedules of liabilities as other than disputed, contingent or unliquidated and as to Paddlewheels or any other party in interest has not Filed an objection by the Claims Objection Bar Date; (b) a Claim or Equity Interest that either is not Disputed or has been allowed by a Final Order; (c) a Claim or Equity Interest that is allowed: (i) in any stipulation of amount and nature of Claim executed prior to the Confirmation Date and approved by the Bankruptcy Court; (ii) in any stipulation with Paddlewheels of amount and nature of Claim or Equity Interest executed on or after the Confirmation Date; or (iii) in or pursuant to any contract, instrument, indenture or other agreement entered into or assumed in connection herewith; (d) a Claim or Equity Interest relating to a rejected executory contract or unexpired lease that either (i) is not Disputed or (ii) has been allowed by a Final Order, in either case only if a proof of Claim or Equity Interest has been Filed by the Claims Objection Bar Date or has otherwise been deemed timely Filed under applicable law; or (e) a Claim or Equity Interest that is allowed pursuant to the terms hereof. Allowed Claim means an Allowed Claim in the particular Class described. Avoidance Action means any proceeding to avoid the incurrence of obligations or the transfer(s) of interests of Paddlewheels in property, to recover on account of the avoidance of any transfer(s) of interests of Paddlewheels in property, and/or to preserve avoided liens and transfers of interests of Paddlewheels in property under or pursuant to sections of the Bankruptcy Code, as contained within Exhibit I to the Disclosure Statement. Ballots mean the ballots accompanying the Disclosure Statement upon which Holders of Impaired Claims or Impaired Equity Interests entitled to vote shall indicate their acceptance or rejection of the Plan in accordance with the Plan and the Voting Instructions. Bankruptcy Code means Title I of the Bankruptcy Reform Act of 1978, as amended from time to time, as set forth in sections 101 et seq. of Title 11 of the United States Code, and applicable portions of Titles 18 and 28 of the United States Code. Bankruptcy Court means the United States District Court having jurisdiction over the Paddlewheels Chapter 11 Case and, to the extent of any reference made pursuant to section 157 of Title 28 of the United States Code and/or the General Order of such District Court pursuant to section 151 of Title 28 of the United States Code, the bankruptcy unit of such District Court. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as amended from time to time, as applicable to the Chapter 11 Case, promulgated under 28 U.S.C. section 2075, and the General, Local and Chambers Rules of the Bankruptcy Court. 5

7 Business Day means any day, other than a Saturday, Sunday or legal holiday (as defined in Bankruptcy Rule 9006(a)). Cash means cash and cash equivalents. Causes of Action means any and all unliquidated and contingent rights, claims, and causes and rights of action of Paddlewheels, not released, waived, remitted, settled or compromised under the Plan or prior to the Effective Date, which exist or may have existed as of the Paddlewheels Petition Date, including without limitation, any such rights, claims, causes of action, suits, and proceedings including any claims and causes of action arising under applicable non-bankruptcy law, and including without limitation any and all claims, rights and causes of action referred to in the Disclosure Statement which Paddlewheels may have as debtor and debtor in possession (exercising the rights and powers of a trustee pursuant to section 1107(a) of the Bankruptcy Code), whether or not brought by or on behalf of Paddlewheels and/or the Paddlewheels Estate, and/or the any Holder of any Claim, or Paddlewheels Equity Membership Interest, including any and all claims which Paddlewheels may have as debtor and debtor in possession under section 541 of the Bankruptcy Code, (exercising the rights and powers of a trustee pursuant to section 1107(a) of the Bankruptcy Code), and including any and all claims which Paddlewheels may have as debtor and debtor in possession (exercising the rights and powers of a trustee pursuant to section 1107(a) of the Bankruptcy Code), under sections 544 through 553 (inclusive) of the Bankruptcy Code. City of New Orleans means New Orleans, Louisiana, in its capacity as a governmental unit Claimant through taxing authorities, the New Orleans Aviation Board, or otherwise. Claim means a claim (as defined in section 101(5) of the Bankruptcy Code) against Paddlewheels, including, but not limited to: (a) any right to payment from Paddlewheels whether in rem or in personam or whether or not such right is reduced to judgment, liquidated, unliquidated, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) any right to an equitable remedy for breach of performance if such performance gives rise to a right of payment from Paddlewheels, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. Claim Holder or Claimant means the Holder of a Claim. Claims Objection Bar Date means, for all Claims, the latest of (a) thirty (30) days after the Effective Date, or (b) such other period of limitation as may be specifically fixed by an order of the Bankruptcy Court for objecting to such Claim. Class means a category of Holders of Claims or Equity Interests as set forth in Article III hereof. Class 6 Note means that promissory note to be issued by Reorganized Paddlewheels to the Note Agent on behalf of the Holders of Allowed Class 6 Claims, in the principal amount of $250,000, less an amount equal to the amount by which the Allowed Administrative Expense Claim of Committee Counsel exceeds $70,000, payable without interest in 60 equal monthly payments, with the first payment due on the fifteenth day of the first full month after the Effective Date, and on the fifteenth (15 th ) day of each succeeding month there after until paid. 6

8 Committee or Creditors Committee means the statutory official committee of unsecured creditors appointed in the Paddlewheels Chapter 11 Case pursuant to section 1102 of the Bankruptcy Code. Committee Counsel means Albert J. Derbes, IV of the Derbes Law Firm, L.L.C., 3027 Ridgelake Dr., Metairie, Louisiana Confirmation means the entry of the Confirmation Order, subject to all conditions specified in Article IX hereof having been (i) satisfied or (ii) waived pursuant to Article IX hereof. Confirmation Date means the date upon which the Confirmation Order is entered by the Bankruptcy Court. Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. Consenting Parties means, collectively, each Holder of a Claim or Equity Interest (i) who has accepted the Plan and is a Holder in a Class that has, as a Class, voted to accept the Plan, or (ii) who has not voted to reject the Plan and is a Holder in a Class that has, as a Class, voted to accept the Plan. Consummation means the occurrence of the Effective Date and Closing. Convenience Claims means those Unsecured Claims treated as Class 6 Claims under Article III, Section B. 6. of the Plan. Creditor means any Holder of a Claim. Debtor means New Orleans Paddlewheels, Inc. as the debtor-in-possession in the Paddlewheels Chapter 11 Case. Disclosure Statement means the AMENDED DISCLOSURE STATEMENT IN SUPPORT OF THE PLAN OF REORGANIZATION OF NEW ORLEANS PADDLEWHEELS INC. AS PROPOSED BY LOUIS M. PHILLIPS, CHAPTER 11 TRUSTEE FOR THE ESTATE OF NEW ORLEANS PADDLEWHEEL, INC. UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE DATED AS OF MAY 19, 2008, as amended, supplemented, or modified from time to time, describing this Plan, that is prepared and distributed in accordance with sections 1125, 1126(b) and/or 1145 of the Bankruptcy Code and Bankruptcy Rule 3018 and/or other applicable law. Disputed means, with respect to any Claim or Equity Interest, any Claim or Equity Interest: (a) listed on the Schedules as unliquidated, disputed or contingent; (b) as to which Paddlewheels or any other party in interest has interposed a timely objection or request for estimation in accordance with the Bankruptcy Code and the Bankruptcy Rules; or (c) is otherwise disputed by Paddlewheels in accordance with applicable law, which objection, request for estimation or dispute has not been withdrawn or determined by a Final Order. Effective Date means the first Business Day that is at least one (1) Business Day after the Confirmation Order becomes a Final Order. 7

9 Entity means an entity as defined in section 101(15) of the Bankruptcy Code. Entry or Entered means entry or entered by the Bankruptcy court on its docket within the meaning of Bankruptcy Rules 5003 and Equity Interest means any equity or membership interest of Paddlewheels, including, but not limited to, all issued, unissued, authorized or outstanding Paddlewheels common stock, together with any warrants, options or contract rights to purchase or acquire such interests at any time. Estate means the estate of Paddlewheels created by section 541 of the Bankruptcy Code upon Entry of the Paddlewheels Order for Relief, or thereafter acquired as provided in section 541 of the Bankruptcy Code. File or Filed means file or filed with the Clerk of the Bankruptcy Court in the Paddlewheels Chapter 11 Case in accordance with the applicable Bankruptcy Rules. Final Decree means the decree contemplated under Bankruptcy Rule Final Order means an order of the Bankruptcy Court which, not having been stayed by order of a court of competent jurisdiction, has become conclusive of all matters adjudicated thereby and is in full force and effect. Final Unsecured Distribution Record Date means with respect to any Class of Claims the date upon which all objections to all General Unsecured Claims in such Class have been resolved by Final Order or consent. General Unsecured Claim means any Unsecured Claim against Paddlewheels that is not an Administrative Expense Claim, Priority Unsecured Claim, or Convenience Claim. Global Settlement means that settlement agreement among Airport Holdings, Inc., Airport Shuttle, Inc., Airport Shuttle Colorado, Inc., ASI to Airport Joint Venture d/b/a Airport Shuttle, Inc., Bayou Sauvage Swamp Tours, Ltd., Chicory Building, Inc., Delta Transit, Inc., Destination Management, Inc., Hospitality Enterprises, Inc., HE Real Estate, L.L.C., Lodging, Inc., New Orleans International Cruise Ship Terminal, Inc., New Orleans Paddlewheels, Inc., New Orleans Tours, Inc., On The Town, Inc., RSC Management, Inc., Reuther & Smith Enterprises, L.L.C., and Visitor Marketing, Inc., Warren L. Reuther, Jr., Nancy M. Reuther, Robert G. Reuther, M.D., Warren L. Reuther, III, M.D., James E. Smith, Sr., James E. Smith, Jr., Craig W. Smith, Duane P. Smith, Glenn W. Smith, Jason L. Smith, M.D., Betty J. Smith, The Jeffrey Smith Trust, The Alexis Smith Trust, Smith Martin, APLC, Staci M. Rosenberg, Smith Rosenberg, L.L.C., and the Smith Law Firm, L.L.C., effective as of November 21, Global Settlement Parties means the parties to the Global Settlement Agreement, including Paddlewheels upon Confirmation. Holder and collectively, Holders mean a Person or Entity holding an Equity Interest or Claim, and with respect to a vote on the Plan, means the Beneficial Holder as of the Distribution Record Date or any authorized signatory who has completed and executed a Ballot in accordance with the Voting Instructions. Hospitality Group means any and all Affiliates of Paddlewheels. 8

10 Impaired means with respect to any Class of Claims or Equity Interests, which Claims or Equity Interests will not be paid in full upon the effectiveness of this Plan or the rights of which will be modified pursuant to the Plan. Impaired Claim means a Claim classified in an Impaired Class. hereof. Impaired Class means each of Classes 2, 3, 4, 5, 6, 7 and 8 as set forth in Article III IRS Claim means the portion of the Allowed Claim of the United States of America, on behalf of and through the Internal Revenue Service, entitled to priority status under section 507(a)(8) of the Bankruptcy Code. LDRT Claim means the portion of the Allowed Claim of the State of Louisiana, on behalf of and through the Louisiana Department of Revenue and Taxation, entitled to priority status under section 507(a)(8) of the Bankruptcy Code. Lien or Liens means mortgages, security interests, privileges, conditional sale or other title retention agreements, pledges, liens, judgments, demands, encumbrances, taxes, including without limitation, property taxes, sales, use and ad valorem taxes, easements, restrictions or charges of any kind or nature, if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, debts arising in any way in connection with any acts of the Debtor, Claims, obligations, demands, guaranties, options, rights, contractual commitments, executory contracts, unexpired leases, employment agreements, restrictions, rights of lesion beyond moiety, tort claims, product liability claims, interests and matters of any kind and nature, whether arising prior to or subsequent to the commencement of the Paddlewheels Chapter 11 Case, and whether imposed by agreement, understanding, law, equity or otherwise. Note Agent means Albert J. Derbes, IV and the Derbes Law Firm, L.L.C., 3027 Ridgelake Dr., Metairie, Louisiana Note Agent Fee and Cost Amount means two percent (2%) of the amount of the Class 6 Note plus the documented actual cost to the Note Agent of making the distributions to the Holders of Allowed Class 6 Claims. Notice, Claims and Balloting Agent means the Trustee. Other Securities Claims means (a) any Equity Interest of Paddlewheels, including, but not limited to, any warrants, options, conversion privileges or contract rights to purchase or acquire any equity securities of Paddlewheels at any time, and (b) any Claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, currently existing or hereafter arising, in law, equity or otherwise arising from rescission of a purchase or sale of a security of Paddlewheels, for damages arising from the purchase, sale or holding of such securities, or for reimbursement, indemnification or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim. Paddlewheels means New Orleans Paddlewheels, Inc., the debtor and debtor-inpossession in the Paddlewheels Chapter 11 Case. 9

11 Paddlewheels Affiliate, Insider and/or Related Party Claimants means those entities listed on Exhibit A hereto. Paddlewheels Affiliate, Insider and/or Related Party Claims means any Claims held by Paddlewheels Affiliates, Insider and/or Related Party Claimants. Paddlewheels Chapter 11 Case means the voluntary chapter 11 bankruptcy case instituted by the filing of a voluntary petition on May 3, 2006, in which Paddlewheels is the debtor and debtor-in-possession, pending as case # in the United States Bankruptcy Court for the Eastern District of Louisiana. Paddlewheels Common Stock means all of the issued and outstanding common stock in Paddlewheels, and any warrants or options to purchase such interests. Paddlewheels Order for Relief means the Order For Relief entered by the Bankruptcy Court in the Paddlewheels Chapter 11 Case. Paddlewheels Petition Date means May 3, Paddlewheels Released and/or Indemnified Parties shall mean the Global Settlement Parties, the Paddlewheels Affiliate, Insider and/or Related Parties, and all parties listed with the provisions of Article X of this Plan and/or all employees of Paddlewheels who were employed by Paddlewheels as of the Paddlewheels Petition Date and remained employed as of Confirmation. Person means a person as defined in section 101(41) of the Bankruptcy Code. Petition Date means May 3, Place Holder Proceedings means adversary proceedings through currently pending in the Bankruptcy Court. Plan means this AMENDED PLAN OF REORGANIZATION OF NEW ORLEANS PADDLEWHEELS INC. AS PROPOSED BY LOUIS M. PHILLIPS, CHAPTER 11 TRUSTEE FOR THE ESTATE OF NEW ORLEANS PADDLEWHEEL, INC. UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE DATED AS OF MAY 19, 2008, either in its present form or as it may be altered, amended, modified or supplemented from time to time in accordance with the Plan, the Bankruptcy Code and the Bankruptcy Rules. Plan Supplement means the compilation of documents and form of documents, schedules and exhibits to be filed prior to the Voting Deadline, as modified or supplemented prior to the Confirmation Hearing. Port means the Port of New Orleans, acting by and through the Board of Commissioners of the Port of New Orleans, and otherwise. Port Administrative/Cure Claim means the Claim of the Port to be Allowed in the amount of $221,210,and treated as set forth in the treatment of the Class 1 Claim of the Port under the Plan.. 10

12 Priority Claim means an Unsecured Claim entitled to priority under sections 507 (a) (2) through (8) of the Bankruptcy Code. Pro Rata Share means with respect to any Allowed Claim, a proportionate share, so that the ratio of the consideration distributed on account of an Allowed Claim in a Class to the consideration distributed on account of all Allowed Claims in such Class is the same as the ratio such Allowed Claim bears to the total amount of all Allowed Claims (plus Disputed Claims until Allowed or disallowed) in such Class. Professional or collectively Professionals means a Person or Entity (a) employed pursuant to a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, pursuant to sections 327, 328, 329, 330 and 331 of the Bankruptcy Code, or (b) for which compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code. Reorganized Debtor means Paddlewheels as of and after the Effective Date. Reorganized Paddlewheels means Paddlewheels as of and after the Effective Date. Restated Articles of Incorporation means, collectively, the certain restated articles of incorporation of Paddlewheels, which, pursuant to this Plan, are to be filed with the Secretary of State of the State of Louisiana, the form of which shall be Filed as exhibits in the Plan Supplement. Restated Bylaws means, collectively, the certain restated bylaws of Paddlewheels, the form of which shall be Filed as exhibits in the Plan Supplement. Restricted Holders means and shall include the Note Agent and all Persons entitled to receive a Pro Rata Share interest in the Class 6 Note that do not certify, in a written document in form and substance satisfactory to Reorganized Paddlewheels and the Trustee, as applicable, and delivered to the Trustee, as applicable, on and as of a date within the ten (10) Business Day period preceding such Holder s receipt of any note that they are not underwriters within the meaning of section 1145 of the Bankruptcy Code. Schedules mean the schedules of assets and liabilities, schedules of executory contracts, and the statement of financial affairs as the Bankruptcy Court requires a debtor to file pursuant to section 521 of the Bankruptcy Code, the Official Bankruptcy Forms and the Bankruptcy Rules, which have been Filed by Paddlewheels, as they may be amended and supplemented from time to time. Secured Claim means (a) a Claim that is secured by a lien on property in which the Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim Holder s interest in the Estate s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code, or (b) a Claim Allowed under this Plan or by Final Order as a Secured Claim. Trustee means Louis M. Phillips, Chapter 11 Trustee for the Estate of New Orleans Paddlewheels, Inc. 11

13 Trustee Discharge Date means the date of Entry of the Final Decree. Trustee s Counsel means Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P. Unimpaired Claims means Claims in an Unimpaired Class. Unimpaired Class means an unimpaired Class within the meaning of section 1124 of the Bankruptcy Code. Unsecured Claim means any Claim against Paddlewheels that is not a Secured Claim, Administrative Expense Claim or Priority Unsecured Claim. Voting Classes shall mean those Classes of Claims and Equity Interests entitled to vote to accept or reject the Plan. Voting Deadline means the date stated in the Voting Instructions by which all Ballots must be received by Paddlewheels. Voting Instructions mean the instructions for voting on the Plan contained in the section of the Disclosure Statement entitled VOTING PROCEDURES AND REQUIREMENTS and in the Ballots. Whitney means Whitney National Bank. II. UNCLASSIFIED ADMINISTRATIVE EXPENSE CLAIMS The Holder of an Administrative Expense Claim, other than the Office of the United States Trustee, with respect to fees payable under 28 U.S.C. section 1930 and the Administrative Expense Claim of Lugenbuhl, Wheaton, Peck, Rankin and Hubbard (which has been made subject of a Final Order that is non appealable), and excluding any priority claim held by the Port of New Orleans (which is treated as a separately classified claim, infra), but including the Holders of Claims for Trustee and Professional fees and expenses, must File with the Bankruptcy Court no later than twenty (20) days after the Effective Date and serve on the Trustee, and/or counsel, as applicable, counsel for the Committee, and the Office of the United States Trustee, a request for payment of such Administrative Expense Claim. Any such request must (1) be set and noticed for hearing in accordance with the Bankruptcy Rules and the Local Rules of the Bankruptcy Court, and (2) set forth at a minimum (i) the name of the Holder of the Claim, (ii) the amount of the Claim, (iii) the basis of the Claim, and (iv) the basis for its allowance as an Administrative Expense Claim. This requirement shall not supersede any applicable Local Rule of the Bankruptcy Court regarding the required content of motions seeking approval of Administrative Expense Claims. Failure to File this request timely and properly shall result in the Administrative Expense Claim being forever barred, discharged, and waived. Except to the extent any Entity entitled to payment of any Allowed Administrative Expense Claim agrees to a different treatment, the Plan provides that each Holder of an Allowed Administrative Expense Claim will receive Cash in an amount equal to such Allowed Administrative Expense Claim on the later of the Effective Date or within twenty (20) days after the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim. Notwithstanding the immediately preceding two paragraphs, however, Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business 12

14 by Paddlewheels through the Closing, except (i) Allowed Administrative Expense Claims for Trustee and Professional fees and expenses, (ii) outside the ordinary course of business borrowing, (iii) any ordinary course of business expense that is past due according to business terms utilized after the Paddlewheels Petition Date, and (iv) the amount necessary to provide cure payments for assumption of executory contracts or unexpired leases, shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions, as the Claims accrue, and only such expenses incurred in the operation of the ordinary course of the businesses of Paddlewheels, post-petition, shall be assumed by Paddlewheels as ordinary course of business obligations, to be paid post-confirmation as these Claims come due. Entities doing business with Paddlewheels post-petition and prior to the Effective Date whose Allowed Administrative Expense Claims represent Claims arising in the ordinary course of business postpetition shall not be required to File a request for payment as otherwise required herein. Unclassified Administrative Expense Claims are not impaired and shall not be entitled to vote on the Plan. III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS A. Summary The categories of Claims and Equity Interests listed below classify Claims and Equity Interests for all purposes, including voting, confirmation and distribution pursuant hereto and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Equity Interest shall be deemed classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Equity Interest qualifies within the description of such different Class. A Claim or Equity Interest is in a particular Class only to the extent that such Claim or Equity Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date. Class Status Voting Rights Class 1 -- Port of New Orleans Claim Administrative/ Cure Class 2 -- IRS Claim Priority/ Compromise Class 3 -- LDRT Claim Priority/ Compromise Class 4 -- City of New Orleans Claim Priority/ Compromise -- Not entitled to vote -- Not entitled to vote -- Not entitled to vote -- Not entitled to vote Class 5 -- Convenience Claims Impaired -- Entitled to vote Class 6 -- General Unsecured Claims Impaired -- Entitled to vote 13

15 Class 7 -- Affiliate/Insiders Unsecured Claims Class 8 -- Paddlewheels Equity Interests Impaired -- Entitled to vote Impaired -- Entitled to vote B. Classification and Treatment 1. Class 1 Administrative/Cure Claim of the Port of New Orleans (a) Classification. Class 1 consists of the Allowed Administrative/Cure Claim of the Port of New Orleans. (b) Compromise Treatment. Attached hereto as Exhibit B is the letter agreement relating to the compromise/cure treatment of the Claim of the Port. As set forth herein, Paddlewheels has been party to several agreements with the Port, and as of the Paddlewheels Petition date was in arrears to the extent of approximately $200,000 under these agreements. Additionally Paddlewheels due to cash constraints made no payments to the Port prior to April, 2008 on account of the post-petition obligations under the agreements. As a result of the compromise with the Port, all agreements except the First Call/Preferred Space agreement covering a portion of the Julia Street Wharf have been retroactively terminated, and the Julia Street Wharf Agreement has been modified to allow use of a reduced space at a reduced rate. As of February 1, 2008, the Julia Street First Call Agreement shall be $1, per month, and a new agreement will be negotiated with the Trustee or the Reorganized Paddlewheels to reflect this revision. Dockage charges will be billed at the first of each month at the rate of $ per day, with electricity charges to be billed in arrears. Paddlewheels is current under this new arrangement through April, The total compromised Claim of the Port, of $254,960 (which represents a reduction of in excess of $150,000 in the total claim) had been paid down by the sum of $33,750, leaving a residual Administrative/Cure Claim of $221,210. The Port Administrative/Cure Claim shall be paid by 29 equal monthly payments of $4,432.44, including simple interest at the rate of 7.5% per annum, and a balloon payment during the 30 th month following the first month after the Effective Date for the full remaining balance due (projected to be approximately $120,904). The additional terms of the treatment are set forth in Exhibit B hereto. In consideration of the treatment afforded under the Plan, Reorganized Paddlewheels shall be entitled to retain the Julia Street Wharf space unless it goes into default, and such default is not cured as provided in Exhibit B. (c) Voting. Class 1 is deemed the Holder of a Claim covered by section 1129(a)(9) and therefore will not be solicited and shall not vole on the Plan. 2. Class 2 Priority Claim of the IRS IRS. (a) Classification. Class 2 consists of the Allowed Priority Claim of the (b) Claim Amount, Treatment. The Allowed amount of the Class 2 Priority IRS Claim shall be fixed at $852.03, as the result of work done by the Gros Firm in finalizing applicable returns and determining that during years covered by the initial proof of claim filed by the IRS that the employees of Paddlewheels were accounted for as 14

16 Tours employees. The Trustee has reviewed the amended Claim Filed May 8, 2008 and that Claim shall be the Priority Unsecured Claim of the IRS. The Priority IRS Claim shall be paid in full, within five (5) Business Days after the Effective Date. If any payment required by Plan, any deposits of any currently accruing employment tax liability, or any payment of any tax is not made within 10 days of the due date of such deposit or payment, or any required tax return is not filed by the due date of such return or any outstanding tax liability shown on the return is not paid at that time the return is filed, then the IRS may declare a default of the plan. Failure to declare a default does not constitute a waiver by the IRS of the right to declare that such default. If the IRS declares such default, then the entire imposed liability, together with any unpaid current liabilities, shall become due and payable immediately upon written demand to Reorganized Paddlewheels. If full payment is not made within 15 days of such demand, or other acceptable arrangements are not made, then the IRS may collect any unpaid liabilities through the administrative collection provisions available to it under the law. (c) Voting. Class 2 is the Holder of a Claim covered by section 1129(a)(9) and therefore will not be solicited and shall not vole on the Plan. 3. Class 3 Priority Claim of the LDRT (a) Classification. Class 3 consists of the Allowed Priority Claim of the LDRT, Filed in the amount of $413,105 (plus an Unsecured non-priority Claim of $46,626). Subsequent to the filing of this amended Claim, the Gros Firm has prepared returns to current status and believes that the aggregate tax to be Claimed on the basis of the returns now prepared shall amount to $73,653, over and above an amount assessed in 2001 on the basis of an alleged audit amount (as of 2001), which with interest asserts in excess of $294,732. (b) Claim Amount, Treatment. For purposes hereof, the Allowed Class 3 Claim shall be fixed at $220,000. Paddlewheels shall pay the LDRT Allowed Class 3 Claim in full with simple interest at the rate required by applicable statute (projected at seven (7%) percent per annum). The Priority LDRT Claim shall be paid in equal monthly payments with the balance to be paid in full by the 60 th month following the Effective Date. The Trustee recognizes that such treatment represents a compromise term of repayment, and respectfully sets forth that Confirmation shall constitute approval of this compromise term. (c) Voting. Class 3 is the Holder of a Claim covered by section 1129(a)(9) and therefore will not be solicited and shall not vote on the Plan. 4. Class 4 Priority Claim of the City of New Orleans (a) Classification. Class 4 consists of the Allowed Priority Claim of the City of New Orleans. (b) Treatment. In accordance with the compromise of the Priority Claim of the City of New Orleans, the Allowed Class 4 Claim, representing taxes due the City of New Orleans for periods prior to May 3, 2006, shall be fixed at $1,500,000. Reorganized Paddlewheels shall pay the City of New Orleans a cash payment of $1,000, on the Effective Date. Thereafter, the remaining $500, of the Allowed Class 4 Claim shall be paid in full by Airport Shuttle, Inc. with interest at a simple interest rate of ten 15

17 (10%) percent, payable over a five year term in equal quarterly installments with the first payment due ninety days after confirmation and the final payment due on the 5 th anniversary of the Confirmation of this Plan. (c) Other Settlement Terms. Confirmation shall constitute the approval, ratification and the Confirmation Order shall constitute a Final Order implementing the following terms: (i) As a compromise and cause for the agreement of Airport Shuttle, Inc. to pay the $500, required by paragraph 4(b) and in consideration of the promise to pay the City of New Orleans made by Airport Shuttle, Inc. and the guarantees and security provided, the City of New Orleans shall not cancel or in any way impair the ongoing operations of Airport Shuttle, Inc., in connection with that certain Ground Transportation Service Concession Proposal FTC-2453, (the Contract ), nor shall the City of New Orleans take any action to enter into any contract or seek to enter into any contract with any party which in any way terminates or replaces the ongoing operations of Airport Shuttle, Inc., in connection with the Contract, for a period of ten years from the date of the confirmation of the Plan. The City of New Orleans shall act at all times as if the pre-bankruptcy injunction issued by order dated February 19, 2002, within Action No , Civil District Court for the Parish of Orleans, State of Louisiana remains in force and effect for a period of ten years from the date of the Confirmation of the Plan. (ii) As further consideration for the commitments made by the City of New Orleans in paragraph 4(c)(i), Warren L. Reuther, Jr. and James E. Smith, Sr. shall cause to be provided security for the performance of the payment obligations to the City of New Orleans as a Class 4 creditor herein in the form of a letter of credit from a federally chartered bank in the amount of $500,000, being the balance due to the City of New Orleans pursuant to the Final Order Confirming this Plan. (iii) If at any time or for any reason for period of ten years from the date of the confirmation of the Plan, the City of New Orleans terminates or replaces the operations of Airport Shuttle, Inc. under the Contract, then the obligations of Airport Shuttle, Inc. in paragraph 4(b) and the guaranty and security provisions of paragraph 4(c)(ii) shall be null and void and without affect or effect. (iv) Confirmation shall constitute a Final Order granting the Class 4 Allowed Priority Claim of the City of New Orleans, to the extent of the amount stated above in paragraph 4(b), for all tax Claims asserted or assertable by the City of New Orleans against Paddlewheels or Reorganized Paddlewheels. (d) Voting. Class 4 is the Holder of a Claim covered by section 1129(a)(9) and therefore will not be solicited and shall not vote on the Plan. 5. Class 5 Convenience Class of General Unsecured Claims ($1, or Less) 16

18 (a) Classification. Class 5 Claims shall include all Allowed Unsecured Claims of $1, or less. (b) Treatment. Each Holder of an Allowed Unsecured Claim (other than Allowed Administrative Expense Claims, Unsecured Priority Claims and Other Securities Claims) in an amount of up to $1, shall receive a cash distribution equal to the lesser of 30% of its Allowed Claim or a Pro Rata share of $17,000, within fifteen (15) Business Days after the Final Unsecured Distribution Record Date. The Trustee calculates that an aggregate amount of $56,654 in claims will be Holders of Class 5 Claims. (c) Voting. Class 5 is Impaired shall be entitled to vote on the Plan. 6. Class 6 General Unsecured Claims (a) Classification. Class 6 consists of all Allowed General Unsecured Claims other than Class 5 Claims and Class 7 Claims. The Trustee estimates approximately $850,000 in Class 6 Claims, but that the ultimate Allowed amount will be closer to $600,000-$700,000. There are basically two categories of Class 6 claims the general liquidated Claims and the unliquidated tort Claims that expose the company only to deductible liability under applicable insurance policies. All unliquidated tort Claims are scheduled as contingent and unliquidated, and have been scheduled at the maximum amount of applicable deductible liability of Paddlewheels. There have been only three proofs of Claim filed/submitted to the Trustee on behalf of the Holders of unliquidated tort Claims as of preparation of this Disclosure Statement. The applicable deductible for such Claimants is $10,000 per passenger and $15,000 per crew member, with a per accident maximum of $50,000. Confirmation shall constitute a Final Order recognizing all rights of the Holders of unliquidated tort Claims to proceed directly against the applicable insurer of Paddlewheels for the full amount of their Claims over and above the applicable deductible, and a limitation of the allowable amount of said Claims to the applicable deductible. (b) Treatment. Reorganized Paddlewheels shall issue to the Note Agent the Class 6 Note. Each Holder of a Class 6 Allowed General Unsecured Claim shall receive, in respect of such Claim, an undivided Pro Rata Share interest in the Class 6 Note. The Class 6 Note shall be substantially in the form included in the Plan Supplement. Payment of the Class 6 Note shall be secured by a preferred ship mortgage upon the m/v Creole Queen subordinate to financing secured by a first preferred ship mortgage of up to $2.5 million 1, or other collateral mutually acceptable to the Committee on behalf of Holders of Allowed Class 6 Claims and the Holders of the Equity Interests. Distributions by the Note Agent shall be controlled by the provisions of Article VI of this Plan. (c) Voting. The Holders of Class 6 Allowed General Unsecured Claims are Impaired and shall be entitled to vote to accept or reject the Plan. 1 It is possible that financing secured by a first preferred ship mortgage upon the m/v Creole Queen in an amount up to $2.5 million will be obtained by Reorganized Paddlewheels through facilitation by the Holders of Equity Interests for the purpose of funding payments required to be made under the Plan and for future operations. 17

19 (d) Note Agent. In addition to the provisions of the Plan regarding the Note Agent, the Note Agent shall have the authority to retain counsel to pursue collection of the Class 6 Note, pursuant to terms and condition as determined by the Note Agent in the sole discretion of the Note Agent. Further terms of the Note Agent agency relationship shall be made part of the Plan Supplement. (e) Note Agent Fee and Cost Amount. Reorganized Paddlewheels shall add to and pay to the Note Agent with the final payment under the Class 6 Note the Note Agent Fee and Cost Amount. 7. Class 7 Claims of Paddlewheels Insiders, Affiliates and/or Related Party Claimants (a) Classification. Class 7 Claims are the Paddlewheels Insiders, Affiliates and/or Related Party Claims. (b) Treatment. As a component of the overall settlement of the Class 7 Claims, including the compromise of (i) the prospect of the Trustee pursuing (a) substantive consolidation of non-debtor entities with the Paddlewheels Estate, (b) avoidance actions and other non-bankruptcy law claims against Class 7 Claimants, and (ii) the Claims of Class 7 Claimants against the Paddlewheels Estate the Class 7 Claimants shall receive no distribution from Reorganized Paddlewheels, but shall upon Confirmation be released from any Causes of Action held by the Debtor or the Trustee against such Class 7 Claimants, including without limitation the Place Holder Proceedings. Likewise, Confirmation shall constitute a release by all Class 7 Claimants of any Claims against the Paddlewheels Estate and the Trustee. The settlement and compromise treatment of Class 7 Claims shall by Confirmation be deemed effective as of November 21, (c) Voting. The Holders of Class 7 Allowed General Unsecured Claims are Impaired and shall be entitled to vote to accept or reject the Plan, but only if such Claims are not Disputed Claims. 8. Class 8 Paddlewheels Equity Interests (a) Classification. Class 8 consists of all Paddlewheels Equity Interests. (b) Treatment. In return for and conditioned upon the securing, facilitating and providing the Effective Date Cash Contribution, Holders of Equity Interests will retain such Allowed Equity Interests in the same amount and proportion as existed prior to the Petition Date, subject to the terms of the Plan. (c) Voting. Class 8 is Impaired, as retention of the Equity Interests is conditioned upon providing the $1.5 million in funding provided for under the Plan, and therefore the Holders of Class 8 Equity Interests shall be entitled to vote on the Plan. C. Special Provision Governing Unimpaired Claims Except as otherwise provided in the Plan, nothing under the Plan shall affect the rights of Paddlewheels or Reorganized Paddlewheels, in respect of any Claims determined by the 18

20 Bankruptcy Court to be Unimpaired Claims, including, but not limited to, all rights in respect of legal and equitable defenses to or setoffs or recoupments against such Unimpaired Claims. IV. ACCEPTANCE OR REJECTION OF THE PLAN A. Voting Classes Each Holder of an Allowed Claim in Classes 5 through 8 shall be entitled to vote to accept or reject the Plan. B. Voting Rights as to Confirmation of Plan; Necessity of Allowance of Claims If a Claim is a Disputed Claim prior to the Confirmation Date, such Disputed Claim shall not be entitled to vote with respect to the Plan unless such Claim is estimated, for voting purposes, by order of the Bankruptcy Court. C. Acceptance by Impaired Classes An Impaired Class of Claims shall have accepted the Plan if (a) the Holders (other than any Holder designated under section 1126(e) of the Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually voting in such Class have voted to accept the Plan, and (b) the Holders (other than any Holder designated under section 1126(e) of the Bankruptcy Code) of more than one-half in number of the Allowed Claims actually voting in such Class have voted to accept the Plan. D. Non-Consensual Confirmation The Plan Proponent reserves the right to seek Confirmation of the Plan under section 1129(b) of the Bankruptcy Code, to the extent applicable, in the event of a rejection by any of the Voting Classes. V. PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS A. Prosecution of Objections to Claims The Trustee and/or Reorganized Paddlewheels, as applicable, shall have the exclusive authority on or before the Claims Objection Bar Date to file objections, settle, compromise, withdraw or litigate to judgment objections to Claims or Equity Interests. Hearings on any such objections shall be fixed for hearing at least thirty (30) days after the filing of the objections or at such other time as may be fixed by the Bankruptcy Court. The Trustee and/or Reorganized Paddlewheels, as applicable, shall litigate to judgment, settle or withdraw objections to Disputed Claims, and with regard to objections pending as of Confirmation, the Trustee and/or Reorganized Paddlewheels, as applicable, shall be entitled to litigate to judgment, settle or withdraw objections to Disputed Claims without the necessity of notice or hearing. From and after the Effective Date, the Trustee and/or Reorganized Paddlewheels, may settle or compromise any Disputed Claim without approval of the Bankruptcy Court. The Trustee and/or Reorganized Paddlewheels, as applicable, also reserve the right to resolve any Disputed Claims outside the Bankruptcy Court under applicable governing law. The Trustee shall attempt to file any objection to then pending Claims before ten (10) days prior to the Confirmation Hearing. 19

21 B. Estimation of Claims The Trustee and/or Reorganized Paddlewheels, as applicable, may, at any time, request that the Bankruptcy Court estimate any disputed, contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Trustee and/or Reorganized Paddlewheels, as applicable, have previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court estimates any disputed, contingent or unliquidated Claim, that estimated amount will constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Trustee and/or Reorganized Paddlewheels, as applicable, may elect to pursue any supplemental proceedings to object to any ultimate payment on such Claim. All of the aforementioned Claims and objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court. C. Allowance of Claims Except as to Claims Allowed by the Plan or as otherwise expressly provided herein or in any order by the Bankruptcy Court prior to the Effective Date (including the Confirmation Order), no Claim shall be deemed Allowed, unless and until such Claim is deemed Allowed under the Bankruptcy Code or the Bankruptcy Court enters a Final Order in the Paddlewheels Chapter 11 Case allowing such Claim. Except as to Claims Allowed by the or any order entered by the Bankruptcy Court prior to the Effective Date (including the Confirmation Order), the Trustee and/ or Reorganized Paddlewheels, as applicable, after Confirmation, will have and retain any and all rights and defenses the Trustee or the Debtor had with respect to any Claim as of the Paddlewheels Order for Relief. D. Controversy Concerning Impairment If a controversy arises as to whether any Claims or Equity Interests, or any Class of Claims or Equity Interests, are Impaired under the Plan, the Bankruptcy Court shall, after notice and a hearing, determine such controversy before the Confirmation Date. VI. PROVISIONS GOVERNING DISTRIBUTIONS A. Distributions for Allowed Claims If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. B. No Payments or Distributions on Disputed Claims Notwithstanding any provision herein to the contrary, except as otherwise agreed by Reorganized Paddlewheels and/or the Note Agent, as applicable, in their sole discretion, no payments, partial payments, distributions or partial distributions will be made to the Holders of 20

22 Class 5 or Class 6 Claims with respect to a Disputed Claim until the resolution of such Disputed Claim by settlement or Final Order. On the date or, if such date is not a Business Day, on the next successive Business Day that is twenty (20) calendar days after the calendar quarter in which a Disputed Claim becomes an Allowed Claim, the Holder of such Allowed Claim will receive all payments and distributions to which such Holder is then entitled under the Plan. Notwithstanding the foregoing, any Person or Entity who holds both an Allowed Claim(s) and a Disputed Claim(s) will not receive the appropriate payment or distribution on the Allowed Claim(s), except as otherwise agreed by Reorganized Paddlewheels and/or the Note Agent, as applicable, in their sole discretion, until the Disputed Claim(s) are resolved by settlement or Final Order. In the event there are Disputed Claims requiring adjudication and resolution, Reorganized Paddlewheels and/or the Note Agent, as applicable, reserve the right to establish appropriate reserves for potential payment of such Claims. Notwithstanding the foregoing, all Holders of Allowed Class 5 and 6 Claims shall receive all payments and the commencement of distributions to which such Holder is entitled under the Plan from the Trustee and/or the Note Agent, as applicable, by the Final Unsecured Distribution Date. C. Delivery and Distributions and Undeliverable or Unclaimed Distributions 1. Delivery of Distributions in General Except as otherwise provided herein, Reorganized Paddlewheels and/on the Note Agent shall make all distributions required under the Plan. Distributions to Holders of Allowed Claims shall be made at the address of the Holder of such Claim or Equity Interest as indicated on the records of Paddlewheels as of the Effective Date and as set forth on the Schedules filed with the Bankruptcy Court, or at the address specified in a timely filed proof of claim, or other such addresses as may be provided in writing, to Reorganized Paddlewheels or the Note Agent. Notwithstanding the immediately preceding sentence, the Trustee shall make distributions upon (i) the Priority Unsecured Claim of the City of New Orleans, (ii) Allowed Administrative Expense Claims for the Trustee and other professionals, (ii) the distributions to Class 5 Allowed Claims, (iv) other Administrative expense Claims entitled to distribution as of the Effective Date, and (v) other distributions required to be made prior to discharge of the Trustee by the Final Decree. 2. Delivery of Distributions to Class 6 Holders by Note Agent Within five (5) Business days after the Final Unsecured Distribution Record Date the Trustee shall transmit to the Note Agent a final list of Class 6 Allowed Claims and the addresses of the Class 6 Claimants as known to the Trustee. Thereafter, the Note Agent shall make distributions to the Holders of Allowed Class 6 Claims in accordance with the provisions of this Plan regarding delivery of distributions and in accordance with the following specific provisions: (a) Quarterly Distributions. The Note Agent shall collect the monthly payments upon the Class 6 Note from Reorganized Paddlewheels and shall hold such payments in trust pending distributions to be made quarterly, commencing on the fifteenth (15th) Business Day after the end of the month within which the Final Unsecured Distribution Record Date occurs. (b) Note Agent Fee and Cost Amount. The Note Agent shall withhold and remit to himself/itself from each quarterly distribution an amount equal to the Note Agent Fee and Cost Amount in respect of such distribution. 21

23 (c) Note Agent Reserve. The Note Agent shall be entitled to retain a reserve, to be held in trust, of up to an additional five percent (5%) of each quarterly distribution for purposes of providing a retainer for costs of collection of the Class 6 Note in the event of default by Reorganized Paddlewheels. (d) Distribution of Note Agent Reserve. Upon completion of payment by Reorganized Paddlewheels of the Class 6 Note, the Note Agent shall pay over the Note Agent Reserve as part of the final distribution to the Holders of Allowed Class 6 Claims. 3. Undeliverable Distributions (a) Holding of Undeliverable Distributions. If any distribution to a Holder of an Allowed Claim is returned to the Trustee or Reorganized Paddlewheels or the Note Agent as undeliverable, no further distributions shall be made to such Holder unless and until the Trustee, Reorganized Paddlewheels or the Note Agent is notified in writing of such Holder s then-current address. Undeliverable distributions shall remain in the possession of the Trustee within the accounts of Reorganized Paddlewheels or in possession of the Note Agent, as applicable, and after discharge of the Trustee by Reorganized Paddlewheels, until such time as a distribution becomes deliverable. Undeliverable Cash shall not be entitled to any interest, dividends or other accruals of any kind. As soon as reasonably practicable, the Trustee, Reorganized Paddlewheels or the Note Agent, as applicable, shall make all distributions that become deliverable. (b) Failure to Claim Undeliverable Distributions. In an effort to ensure that all Holders of Allowed Claims receive their allocated distributions, one hundred twenty (120) days after the Effective Date, the Trustee, Reorganized Paddlewheels or the Note Agent, as applicable, will compile and file with the Bankruptcy Court a listing of unclaimed distribution Holders. This list will be maintained for as long as the Paddlewheels Chapter 11 Case stays open. Any Holder of an Allowed Claim (irrespective of when a Claim became an Allowed Claim) that does not assert a Claim pursuant hereto for an undeliverable distribution (regardless of when not deliverable) within one (1) year after the Effective Date shall have its Claim for such undeliverable distribution discharged and shall be forever barred from asserting any such Claim or Equity Interest against Reorganized Paddlewheels, or its property. In such cases: (i) any Cash held for distribution on account of such Claims except on account of Class 6 Claims shall revert to Reorganized Paddlewheels free and clear of any claims or interests, and in respect of Class 6 distributions, shall revert to the Note Agent for the benefit of the Holders to whom distributions have been deliverable. Nothing contained herein shall require Reorganized Paddlewheels the Trustee or the Note Agent to attempt to locate any Holder of an Allowed Claim on account of an unclaimed distribution. (c) Compliance with Tax Requirements/Allocations. In connection with the Plan, to the extent applicable, Reorganized Paddlewheels shall comply with all tax withholding and reporting requirements imposed on it by any governmental unit, and all distributions pursuant hereto shall be subject to such withholding and reporting requirements. For tax purposes, distributions received in respect of Allowed Claims in Classes 1, 3, 4, 5, 6 and 7 will be allocated to the principal amount of such Claims. 4. Right of Offset 22

24 Pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, Reorganized Paddlewheels may setoff against any Allowed Claim and the distributions to be made pursuant hereto on account of such Claim or Equity Interest (before any distribution is made on account of such Claim or Equity Interest), the claims, equity interests, rights and causes of action of any nature that Paddlewheels or Reorganized Paddlewheels, may hold against the Holder of such Allowed Claim; provided that neither the failure to effect such a setoff nor the Allowance of any Claim or Equity Interest hereunder shall constitute a waiver or release by Paddlewheels or Reorganized Paddlewheels, of any such claims, equity interests, rights and causes of action that Paddlewheels or Reorganized Paddlewheels, may possess against such Holder, except as specifically provided herein. No Entity shall retain the right of offset, set off, recoupment, or any other right, Claim, Lien or Secured Claim as against Paddlewheels or Reorganized Paddlewheels, under section 553 of the Bankruptcy Code or otherwise unless such Entity is the Holder of a Claim that has been timely filed under section 502 of the Bankruptcy Code and such Claim is an Allowed Claim. VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Assumption of Executory Contracts and Unexpired Leases 1. Assumed Contracts The Trustee has identified certain contracts and leases that will be assumed through Confirmation of the Plan. Attached hereto as Exhibit C is a list of the contracts and leases that the Trustee will assume which includes a description of any unpaid or cure amounts that may be owed by Reorganized Paddlewheels in connection with assumption. Except to the extent Exhibit C is amended prior to the entry of a Confirmation Order, Confirmation of the Plan shall constitute an order of assumption of the contracts listed on Exhibit C, and a finding that Reorganized Paddlewheels shall not owe any cure amounts in connection with any assumed contract except to the extent of the described cure amounts on Exhibit. With respect to any assumed contract, Reorganized Paddlewheels will cure such outstanding defaults no later than the later of (i) thirty (30) days after the Effective Date, (ii) thirty (30) days after a Final Order authorizing assumption and ordering cure, or (iii) a date mutually agreed upon. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions pursuant to sections 365(a), 365(b), and 1123 of the Bankruptcy Code and the retention of the assumed contracts by Reorganized Paddlewheels without any further action of the Trustee or Reorganized Paddlewheels, or the Bankruptcy Court, or any other person or entity. 23

25 2. Cure Payments and Release of Liability Any party to a contract or unexpired lease assumed pursuant to the Plan who contends that cure or compensation payments are due shall be required to controvert the amount of cure due by filing and serving an objection on counsel for the Trustee prior to the Confirmation Hearing and stating in its objection with specificity what cure such party believes is required (with appropriate documentation in support thereof). Any party to an assumed executory contract or unexpired lease that has not Filed with the Bankruptcy Court and served on counsel for the Trustee prior to the Confirmation Hearing an appropriate objection shall be deemed to have waived its right to dispute the Trustee s determination regarding cure or compensation payments as set forth on Exhibit C. If a timely and properly Filed objection is made, the cure amount, if any, shall be determined, if necessary, at the Confirmation Hearing or at such other date noticed for hearing or as may be determined by the Bankruptcy Court. B. Rejection of Executory Contracts and Unexpired Leases 1. Rejected Contracts Any contracts not specifically assumed or listed on Exhibit C shall be deemed rejected by Confirmation. 2. Filing of Claims Under Rejected Contracts All Claims arising from the rejection of executory contracts or unexpired leases must be evidenced by properly filed proofs of claim. Such proofs of claim must be Filed within thirty (30) days after the later of (i) the date of rejection of such contract or lease or (ii) the date of Confirmation unless an earlier deadline is applicable. Any Claims not filed within such time shall be forever barred from assertion against Paddlewheels, its Estate, its property, or Reorganized Paddlewheels. Unless otherwise ordered by the Bankruptcy Court, all Claims arising from rejection of executory contracts and unexpired leases shall be Unsecured Claims and treated as Class 5 Claims or Class 6 Claims, depending on the size of the Claim, or a Class 7 Claim, if held by a Paddlewheels Affiliate, Insider and/or Related Party Claimant. C. Termination of GMAC Lease Upon Full Performance GMAC has filed a claim (Proof of Claim # 1) alleging that it is the Holder of a Secured Claim against Paddlewheels in the amount of $39, and secured by an interest in a Chevy C-15. The Trustee has reviewed the claim and has determined from the attachments thereto that the claim is possibly not a Secured Claim due to it being grounded in a true lease. The title shows that GMAC owns the vehicle. GMAC does have rights to the vehicle by virtue of its ownership interest. The GMAC lease was complied with subsequent to the Paddlewheels Petition Date and at the expiration of the lease term, the vehicle was returned to GMAC in accordance with the terms of the lease. Confirmation shall constitute a Final Order that the lease has been complied with and has terminated by its terms upon transferring the vehicle to GMAC at the expiration of the term of the lease. There will be no residual amount due GMAC. If necessary, the Trustee will object to the GMAC Claim. 24

26 VIII. MEANS FOR IMPLEMENTATION OF THE PLAN A. Settlement and Releases of Claims 1. Release by Paddlewheels of Paddlewheels Released and/or Indemnified Parties Confirmation shall constitute a release by Paddlewheels and Reorganized Paddlewheels of any and all Claims, causes of action, demands, actions, etc., existing, whether choate or inchoate, known or unknown, as of the date of Confirmation of Paddlewheels against the Paddlewheels Released and/or Indemnified Parties. 2. Release by Global Settlement Parties of Paddlewheels Confirmation shall constitute a release by all Global Settlement Parties of any and all Claims, causes of action, demands, actions, etc., existing, whether choate or inchoate, known or unknown, as of the date of Confirmation against Paddlewheels and/or Reorganized Paddlewheels. 3. Release of the Trustee Confirmation shall constitute a release by Paddlewheels, Reorganized Paddlewheels and the Paddlewheels Released and/or Indemnified parties (other than the Trustee) of any and all Claims, causes of action, demands, actions, etc., existing, whether choate or inchoate, known or unknown, as of the date of Confirmation against the Trustee. 4. Approval of Settlements and Compromises Pursuant to 11 U.S.C. 1123(b)(3)(A), and to the extent applicable, Bankruptcy Rule 9019, Confirmation of this Plan shall constitute a finding that the settlements and releases contained in this Plan are in the best interests of Creditors and of the Paddlewheels Estate, and further shall constitute a grant of authority to enter into any and all documents and agreements reasonably determined by the parties to be necessary to facilitate the releases and compromises contained in this Plan, and shall constitute approval of all settlements and compromises contained within this Plan. 5. Assumption by Airport Shuttle, Inc. Confirmation shall constitute an Order of assumption by Airport Shuttle, Inc. of the remaining $500,0000 amount due to the City of New Orleans as provided in the Treatment of the Class 4 Claim of the City of New Orleans. In addition, the Trustee will provide at the Confirmation Hearing a contractual Assumption Agreement. 6. Obtaining Loan by Paddlewheels Prior to the Confirmation Date, Paddlewheels and/ or the Equity Interests will obtain a commitment to provide the funding required under the Plan in the principal amount of at least $1.5 million, ( Required Funding ) which commitment will provide the Required Funding as of the Effective Date. 25

27 B. The Continued Existence of Reorganized Paddlewheels 1. Reorganized Paddlewheels Reorganized Paddlewheels will exist after the Effective Date as a separate entity, with all the powers of a corporation under the applicable law of Louisiana, without prejudice to any right to terminate such existence (whether by merger or otherwise) under applicable law after the Effective Date. Except as otherwise provided in the Plan, on the Effective Date, all property, including appurtenant rights and privileges, comprising the Paddlewheels Estate will vest in Reorganized Paddlewheels, free and clear of all Claims, Liens, charges, encumbrances and interests of Creditors and Holders of Equity Interests (except as otherwise expressly provided in the Plan). As of the Effective Date, Reorganized Paddlewheels may operate its business and use, acquire and settle and compromise Claims without supervision of the Bankruptcy Court free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and Confirmation Order. Reorganized Paddlewheels may also pay the charges it incurs for Professional fees, disbursements, expenses or related support services after the Effective Date without any application to the Bankruptcy Court. The Confirmation Order will provide that Reorganized Paddlewheels will be responsible for the timely payment of all statutory fees under 28 U.S.C. section 1930 relating to the Paddlewheels Chapter 11 Case. 2. Adoption, Amendment and Restatement of Charter Documents and Corporate By-Laws In conformity with applicable non-bankruptcy law, Reorganized Paddlewheels shall cause to be filed with all appropriate governmental agencies appropriate Restated Articles of Incorporation and/or By-Laws, to the extent necessary under the Bankruptcy Code. A form of the Restated Articles of Incorporation and the Restated By-Laws shall be contained in the Plan Supplement. The articles of organization of Paddlewheels shall be amended and restated to the extent necessary: (i) to prohibit the issuance of nonvoting equity securities as required by section 1123(a)(6) of the Bankruptcy Code, subject to further amendment as permitted by applicable law; and (ii) to effectuate the provisions of the Plan, without the need for any further approval action by Paddlewheels or its shareholders, officers, or directors, or Reorganized Paddlewheels or its shareholders, officers, or directors. After the Effective Date, Reorganized Paddlewheels may amend and restate its Restated Articles of Incorporation and Restated By-Laws and other constituent documents as permitted by Louisiana law. 3. Corporate Approvals On the Effective Date, all matters provided for under the Plan that would otherwise require approval of Paddlewheels or its shareholders, officers, or directors, or Reorganized Paddlewheels or its shareholders, officers, or directors, including, without limitation, the notes to be issued pursuant to the Plan, the adoption and effectiveness of the Restated Articles of Incorporation and/or By-Laws, and the election or appointment, as the case may be, of officers of Reorganized Paddlewheels as provided for under the Plan, shall be deemed to have occurred and shall be in effect from and after the Effective Date without any requirement of further action by Paddlewheels or its shareholders, officers, or directors or Reorganized Paddlewheels or its shareholders, officers, or directors. 26

28 C. Officers, Directors and Corporate Action Regarding Reorganized Paddlewheels 1. Corporate Action The shareholders, officers, or directors of the Reorganized Paddlewheels shall be authorized and directed to issue, execute and deliver, through authorized representatives, the agreements, documents, securities and instruments contemplated by the Plan in the name of and on behalf of Reorganized Paddlewheels. To the extent necessary to effectuate the terms of the Plan, Craig Smith shall in all respects be deemed and appointed (and shall have all past acts ratified) by means of Confirmation. 2. Officers and Directors of Reorganized Paddlewheels As of the Effective Date, the officers and members of the board of directors of Reorganized Paddlewheels shall be as set forth within Exhibit D. Officers and Directors of Reorganized Paddlewheels may be replaced and removed in accordance with applicable corporate charters an governance documents. D. Causes of Action and Avoidance Actions 1. Retention of Causes of Action As of the Effective Date, pursuant to section 1123(b)(3) of the Bankruptcy Code, except as otherwise provided in this Plan, any and all Causes of Action shall be property of Reorganized Paddlewheels, and shall remain assets of the Paddlewheels Estate, and shall vest in Reorganized Paddlewheels as the Bankruptcy Court approved representative of the Paddlewheels Estate under section 1123(b)(3) of the Bankruptcy Code, save and except any and all Avoidance Actions, which shall be released in accordance with Section VIII(D)(2), infra., and all Causes of Action against the Paddlewheels Released and/or Indemnified Parties, Reorganized Paddlewheels shall be deemed, without further action of the Bankruptcy Court, to be the judicial substitute as the party in interest with Bankruptcy Court approved standing in the Paddlewheels Chapter 11 Case, under the Plan, or in any judicial proceeding or appeal to which Paddlewheels is a party, or in which Reorganized Paddlewheels shall become a party, and shall have the standing as provided in the Plan, to pursue any and all Causes of Action retained under this Plan. 2. Release of Avoidance Actions and Use of Avoidance Powers to Fix Unsecured Claims Upon the Effective Date, any and all Avoidance Actions shall be released by Paddlewheels and Reorganized Paddlewheels, except that Paddlewheels and Reorganized Paddlewheels shall retain the rights afforded under sections 547 and 502(d) of the Bankruptcy Code to utilize avoidance powers under the Bankruptcy Code as the basis upon which to object to and/or reduce Claims, whether or not Paddlewheels has determined to waive affirmative recovery under such avoidance powers regarding the Holders of such Claims. 27

29 IX. CONDITIONS PRECEDENT TO EFFECTIVENESS OF PLAN, EFFECT OF CONFIRMATION OF PLAN, EFFECTIVE DATE, CONDITIONS TO CONSUMMATION A. Conditions Precedent to Effective Date The Effective Date shall not occur until the following conditions have been satisfied or waived: 1. Confirmation Order The Confirmation Order, in form and substance reasonably acceptable to the Trustee, shall have been entered by the Bankruptcy Court, shall not have been stayed, and shall otherwise be in full force and effect. 2. Authorizations Paddlewheels shall have received all authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents, if any, that are determined by the Trustee to be necessary to implement the Plan. 3. Execution of Plan Supplement Documents Paddlewheels shall have received all executed Plan Supplement Documents, which shall be held in Trust by the Trustee pending the Effective Date. B. Waiver of Conditions The conditions precedent to the Effective Date may be waived or modified by an act of the Trustee pursuant to a writing signed by the Trustee and approved by the Bankruptcy Court C. The Effective Date The Effective Date shall be the first Business Day that is at least one (1) full Business Day after the Confirmation Order becomes a Final Order. D. Effects of Confirmation 1. Revesting of Assets (a) The property of Paddlewheels shall revest in Reorganized Paddlewheels on the Effective Date, except as otherwise provided in the Plan, free and clear of all Liens, Claims and interests of including such Liens and Claims and Interests held by Holders of Claims and Equity Interests, except as provided in the Plan. (b) From and after the Effective Date, Reorganized Paddlewheels may operate its business, and may use, acquire and dispose of property free of any restrictions imposed under the Bankruptcy Code, but subject to the terms of this Plan. 28

30 2. Findings by the Bankruptcy Court In addition to the findings set forth in section 1129 (a) of the Bankruptcy Code, Confirmation of the Plan shall constitute such findings by the Bankruptcy Court as are reasonably proper in the premises. Without limitation, such findings shall include: (a) Confirmation shall be deemed a finding by the Bankruptcy Court that the Class 6 Note, to be issued under the Plan, is/are exempt from registration under the Securities Act of 1933 pursuant to section 1145 of the Bankruptcy Code, except to the extent that Holders of the Class 6 Notes are underwriters, as that term is defined in section 1145 of the Bankruptcy Code, and further that the Class 6 Note is exempt from the Trust Indenture Act of 1939 pursuant to, in accordance with, and to the extent provided in, Section 1145(d) of the Bankruptcy Code. (b) Confirmation shall be deemed a finding by the Bankruptcy Court that Paddlewheels and/or Reorganized Paddlewheels are authorized and directed to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Plan. (c) Confirmation shall be deemed a finding by the Bankruptcy Court that any claim, right, cause, or cause of action of Paddlewheels and/or Reorganized Paddlewheels, or any Holder of any Claim, that (i) is waived or deemed waived pursuant to the Plan or pursuant to the Disclosure Statement or (ii) is against any Person or Entity listed on Exhibit I to the Disclosure Statement, shall have been waived and released upon the Effective Date, subject to the reservations or right and avoidance power set forth in this Plan. (d) Confirmation shall be deemed a finding that cause exists to abrogate the stay of the effect of the Confirmation Order in accordance with Bankruptcy Rule 3020(e). 3. Approval of Plan Supplement Confirmation shall constitute approval of the Plan Supplement and such transactions as are provided by the exhibits comprising the Plan Supplement. 4. Dismissal of Place Holder Proceedings Confirmation shall result in the dismissal with prejudice of the Place Holder Proceedings pursuant to motions to be filed by the Trustee on the Effective Date seeking dismissal with prejudice. 5. Reservation of Rights to Holders of Unliquidated Tort Claims Confirmation shall constitute a Final Order recognizing that all rights of the Holders of unliquidated tort Claims to proceed directly against the applicable insurer of Paddlewheels for the full amount of their Claims over and above the applicable deductible. X. DISCHARGE, RELEASE, INJUNCTION AND RELATED PROVISIONS A. Discharge of Debtor 29

31 The rights afforded under the Plan and the treatment of all Claims and Equity Interests under the Plan shall be in exchange for and in complete satisfaction, discharge, and release of Claims and Equity Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Commencement Date, against Paddlewheels, Reorganized Paddlewheels, or any of their assets or properties. Except as otherwise provided herein, on the Effective Date, all such Claims against and Equity Interests in Paddlewheels and/or Reorganized Paddlewheels, shall be satisfied, discharged, and released in full, and all persons shall be precluded from asserting against Reorganized Paddlewheels, and/or any party released under the Plan, their successors and/or assigns, their assets, or their properties any other or further Claims or Equity Interests based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Confirmation Date. B. Injunction There shall be an injunction to the full extent allowed under sections 1141 and 524 of the Bankruptcy Code, and all Holders of Claims, Other Securities Claims, and Equity Interests shall be enjoined from pursuing any action on account of or related to any Claim or Equity Interest through any conduct or proceeding whatsoever, with respect to discharged, released, enjoined or exculpated claims, and as against any person subject to or deriving rights from the discharge and/or any release or exculpation arising under the Plan, against Paddlewheels or Reorganized Paddlewheels. C. Exculpations Paddlewheels, Reorganized Paddlewheels, the Trustee and the Committee, and each of their respective officers, employees, advisors, agents, affiliates, and representatives (including any attorneys, accountants, financial advisors, investment bankers and other professionals retained by such persons or entities), provided, if applicable, such persons or entities shall have been employed by Paddlewheels and/or Reorganized Paddlewheels on the Confirmation Date, unless terminated without cause prior thereto, shall have no liability to any Holder of any Claim, Other Securities Claim, or Equity Interest for any act or omission occurring during the course of the Paddlewheels Chapter 11 Case occurring up to the Effective Date, including acts or omissions in connection with, or arising out of, the filing of the petition, the preparation of motions, memoranda, or other documents, preparation and/or negotiation of the Disclosure Statement and the Plan, the solicitation of votes for and the pursuit of Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for gross negligence or willful misconduct as determined by a Final Order of the Bankruptcy Court, which shall possess exclusive jurisdiction over all such determinations, and, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. D. Indemnification Obligations Subject to the occurrence of the Effective Date, the obligations of Paddlewheels and/or Reorganized Paddlewheels to indemnify, defend, reimburse or limit the liability of directors, officers or employees who were directors, officers or employees of Paddlewheels, including the Paddlewheels Released and/or Indemnified Parties against any liabilities, claims or causes of action as provided in any of the articles of organization or operating agreements of Paddlewheels, or under applicable state or federal law, shall be assumed and be accepted from discharge and shall remain an obligation of Reorganized Paddlewheels. The indemnification obligations of Paddlewheels and/or Reorganized Paddlewheels, set forth herein are limited to those authorized 30

32 or permitted under state or federal law as the same is now or may become applicable at the time any claim for indemnification is made. E. Limited Release On the Effective Date, Paddlewheels and Reorganized Paddlewheels shall release (i) those officers and/or members of Paddlewheels employed by Paddlewheels as of the Confirmation Date, (ii) persons who are employed by Paddlewheels as of the Confirmation Date, (iii) the Trustee, (iv) the Committee, (v) each of their respective officers, employees, advisors, agents, affiliates, and representatives (including any attorneys, accountants, financial advisors, investment bankers and other professionals retained by such persons or entities), and (vi) the Paddlewheels Released and/or Indemnified Parties, for any act or omission occurring up to the Confirmation Date, including acts or omissions in connection with, or arising out of, the Disclosure Statement, the Plan, the solicitation of votes for and the pursuit of Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for acts or omissions constituting gross negligence or willful misconduct as determined by a Final Order of the Bankruptcy Court, which shall possess exclusive jurisdiction over all such determinations, and, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. F. Releases by Consenting Parties On and after the Effective Date, each Consenting Party shall be deemed to have unconditionally released (i) the Trustee, Paddlewheels, Reorganized Paddlewheels and the Committee, (ii) those officers of Paddlewheels both employed by Paddlewheels and holding office as of the Confirmation Date, (iii) each of their respective officers, employees, advisors, agents, affiliates, and representatives (including any attorneys, accountants, financial advisors, investment bankers and other professionals retained by such persons or entities), and (iv) Paddlewheels the Released and/or Indemnified Parties from any and all Claims (as defined in section 101(5) of the Bankruptcy Code), obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever, including any derivative claims, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Person or Entity would have been legally entitled to assert (whether individually or collectively), based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date in any way relating or pertaining to (a) the purchase or sale, or the rescission of a purchase or sale, of any security of Paddlewheels, or Reorganized Paddlewheels, (b) the Paddlewheels Chapter 11 Case, or (iii) the negotiation, formulation and preparation of the Plan, or any related agreements, instruments or other documents. G. Subordination The classification and manner of satisfying all Claims and Equity Interests and the respective distributions and treatments hereunder take into account and/or conform to the relative priority and rights of the Claims, and Equity Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise, and any and all such rights are settled, compromised and released pursuant hereto. The Confirmation Order shall permanently enjoin, effective as of the Effective Date, all 31

33 Persons and Entities from enforcing or attempting to enforce any such contractual, legal and equitable subordination rights satisfied, compromised and settled in this manner. XI. RETENTION OF JURISDICTION Notwithstanding Confirmation and the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Paddlewheels Chapter 11 Case after the Effective Date as legally permissible, including jurisdiction as otherwise set forth within this Plan and including the jurisdiction to: (1) allow, disallow, determine, liquidate, classify, estimate or establish the priority or Secured or Unsecured status of any Claim or Equity Interest, including the resolution of any request for payment of any Administrative Expense Claim and the resolution of any and all objections to the allowance or priority of Claims or Equity Interests; (2) grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; (3) resolve any matters related to the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which Paddlewheels is party or with respect to which Paddlewheels may be liable and to hear, determine and, if necessary, liquidate, any Claims arising therefrom, including those matters related to the amendment after the Effective Date pursuant to the Plan to add any executory contracts or unexpired leases to the list of executory contracts and unexpired leases to be assumed or rejected; (4) ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions of the Plan; (5) decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving Paddlewheels and/or Reorganized Paddlewheels, that may be pending on the Effective Date; (6) enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, indentures and other agreements or documents created in connection with the Plan or the Disclosure Statement; (7) resolve any cases, controversies, suits or disputes that may arise in connection with the Consummation, interpretation or enforcement of the Plan or any Person s or Entity s obligations incurred in connection with the Plan; (8) issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Person or Entity with Consummation or enforcement of the Plan, except as otherwise provided herein; (9) resolve any cases, controversies, suits or disputes with respect to the releases, injunctions, exculpations and other provisions contained in the Plan and enter such orders as may be necessary or appropriate to implement and enforce such releases, injunctions, exculpations, and other provisions; 32

34 (10) enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated; (11) determine any other matters that may arise in connection with or relate to this Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, indenture or other agreement or document created in connection with the Plan or the Disclosure Statement; 11 Case; and (12) enter an order and/or Final Decree concluding the Paddlewheels Chapter (13) interpret and enforce the terms of any settlement and compromise set forth within the Plan to ensure compliance with the Confirmation Order which shall be a Final Order of the Bankruptcy Court directing through the approval of compromises contained within the Plan that the parties to such compromises have resolved that all disputes arising thereunder are reserved for decision in the Bankruptcy Court. XII. MISCELLANEOUS PROVISIONS A. Effectuating Documents, Further Transactions and Actions The Trustee and/or Reorganized Paddlewheels shall be authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions hereof and the notes and securities issued pursuant hereto. Prior to, on or after the Effective Date (as appropriate), all matters provided for hereunder that would otherwise require approval of the shareholders and/or board of directors of Paddlewheels and/or Reorganized Paddlewheels shall be deemed to have occurred and shall be in effect prior to, on or after the Effective Date (as appropriate) pursuant to the applicable corporate law of the states where each of Paddlewheels and/or Reorganized Paddlewheels are organized without any requirement of further action by the members and/or management committees of Paddlewheels and/or Reorganized Paddlewheels. B. Payment of Statutory Fees All fees payable pursuant to section 1930(a) of Title 28 of the United States Code, as determined by the Bankruptcy Court at the hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid for each quarter (including any fraction thereof) by the estate through the Trustee until the Effective Date and thereafter by Reorganized Paddlewheels until the Paddlewheels Chapter 11 Case is converted, dismissed or closed, whichever occurs first. C. Modification of Plan The Trustee reserves the right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to (1) amend or modify the Plan prior to the entry of the Confirmation Order and (2) after the entry of the Confirmation Order, the Trustee and/or Reorganized Paddlewheels, as the case may be, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan. 33

35 D. Revocation of Plan The Trustee reserves the right to revoke or withdraw the Plan prior to the Confirmation Date and to file subsequent plans of reorganization. If the Plan is withdrawn or revoked, or if Confirmation or Consummation does not occur, then (i) the Plan shall be null and void in all respects, (ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Equity Interest or Class of Claims or Equity Interests), assumption or rejection of executory contracts or leases affected by the Plan, and any document or agreement executed pursuant hereto, shall be deemed null and void, and (iii) nothing contained in the Plan shall (a) constitute a waiver or release of any Claims by or against, or any Equity Interests in, Paddlewheels, Reorganized Paddlewheels, or any other Person, (b) prejudice in any manner the rights of Paddlewheels, Reorganized Paddlewheels, or any other Person, or (c) constitute an admission of any sort by Paddlewheels, Reorganized Paddlewheels, or any other Person. E. Default Provisions Failure to make payments as provided for within this Plan shall be an event of default, and failure of Reorganized Paddlewheels to cure such default within twenty (20) days after receipt of written notice of default, given as required herein, shall entitle the Holder of any such Claim to enforce the rights of the Holder of such Claim under this Plan in any court of competent jurisdiction. F. Successors and Assigns The rights, benefits and obligations of any Person or Entity named or referred to herein shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign of such Person or Entity, including any future trustee for Paddlewheels, if applicable. G. Reservation of Rights Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any statement or provision contained herein, or the taking of any action by the Trustee and/or Reorganized Paddlewheels, with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the Trustee, Paddlewheels and/or Reorganized Paddlewheels, with respect to the Holders of Claims or Equity Interests prior to the Effective Date. H. Section 1146 Exemption Pursuant to section 1146(c) of the Bankruptcy Code, any transfers of property pursuant hereto, which shall by Confirmation be deemed transfers pursuant to this Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment in the United States, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. I. Further Assurances 34

36 The Trustee and/or Reorganized Paddlewheels and all Holders of Claims whether or not receiving distributions hereunder, and all other parties in interest shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of this Plan. J. Service of Documents 1. Paddlewheels or Reorganized Paddlewheels Any pleading, notice or other document required by the Plan to be served on or delivered to Paddlewheels or Reorganized Paddlewheels shall be sent by first class U.S. mail, postage prepaid to: NEW ORLEANS PADDLEWHEELS, INC. World Trade Center 2 Canal St., Suite 2004 New Orleans, Louisiana Telephone: Facsimile: Attention: Craig Smith 2. Trustee Any pleading, notice or other document required by the Plan to be served on or delivered to the Trustee shall be sent by first class U.S. mail, postage prepaid to: Louis M. Phillips, Esq. Gordon Arata McCollam Duplantis & Eagan, LLP 301 Main Street, Ste Baton Rouge, Louisiana Telephone: Facsimile: Note Agent Albert J. Derbes, IV Derbes Law Firm, L.L.C Ridgelake Dr. Metairie, Louisiana K. Filing of Additional Documents On or before the Effective Date, the Trustee, and/or Reorganized Paddlewheels may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions hereof. L. Severability of Plan Provisions If, prior to or after the Confirmation Date, any term or provision of the Plan is held by the Bankruptcy Court or any other court to be invalid, void or unenforceable, the Bankruptcy Court 35

37 or such other court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order will constitute a judicial determination and will provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable in accordance with its terms. M. Discharge of Trustee The Trustee shall be discharged and relieved from further responsibility and/or authority on the Trustee Discharge Date, unless otherwise provided by order of the Bankruptcy Court. /s/ Louis M. Phillips CHAPTER 11 TRUSTEE FOR THE BANKRUPTCY ESTATE OF NEW ORLEANS PADDLEWHEELS, INC. -and- GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, L.L.P. By: /s/ Louis M. Phillips Louis M. Phillips (#10505) Brandon A. Brown (#25592) Ashley S. Green (#29217) 301 Main Street, Suite 1600 Baton Rouge, Louisiana Telephone: (225) Attorneys for Louis M. Phillips, Chapter 11 Trustee for the Bankruptcy Estate of New Orleans Paddlewheels, Inc. 36

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