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Case 04-37154-elp11 Doc 5005 Filed 04/09/07





[email protected]
[email protected]


Thomas W. Stilley, OSB No. 88316
Susan S. Ford, OSB No. 84220
Howard M. Levine, OSB No. 80073
SUSSMAN SHANK LLP
1000 SW Broadway, Suite 1400
Portland, OR 97205-3089
Telephone: (503) 227-1111
Facsimile: (503) 248-0130
E-Mail: [email protected]



Attorneys for Debtor and Debtor-In-
Possession

David A. Foraker, OSB No. 81228
GREENE & MARKLEY, P.C.
1515 SW 5th Avenue, Suite 600
Portland, OR 97201
Telephone: 503-295-2668
Facsimile: 503-224-8434
E-Mail: [email protected]

Attorneys for Future Claimants
Representative






Albert N. Kennedy, OSB No. 82142
Timothy J. Conway, OSB No. 85175
TONKON TORP LLP
888 SW Fifth Avenue, Suite 1600
Portland, OR 97204
Telephone: 503-221-1440
Facsimile: 503-274-8779
E-Mail: [email protected]

[email protected]

Attorneys for Tort Claimants Committee

Steven M. Hedberg, OSB No. 84244
Douglas R. Pahl, OSB No. 95047
PERKINS COIE LLP
1120 NW Couch Street, 10th Floor
Portland, OR 97209-4128
Telephone: 503-727-2000
Facsimile: 503-727-2222
E-Mail: [email protected]
[email protected]

Attorneys
Committee


for Parish and Parishioners

UNITED STATES BANKRUPTCY COURT

DISTRICT OF OREGON

In re:

ROMAN CATHOLIC ARCHBISHOP OF
PORTLAND IN OREGON, AND
SUCCESSORS, A CORPORATION
SOLE, dba ARCHDIOCESE OF
PORTLAND IN OREGON,

Debtor.









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Case No. 04-37154-elp11

THIRD AMENDED AND RESTATED
JOINT PLAN OF REORGANIZATION
OF DEBTOR, TORT CLAIMANTS
COMMITTEE, FUTURE CLAIMANTS
REPRESENTATIVE, AND PARISH
AND PARISHIONERS COMMITTEE
(Dated April 9, 2007)










Case 04-37154-elp11 Doc 5005 Filed 04/09/07



TABLE OF CONTENTS




1. DEFINITIONS .......................................................................................................... 1
2. TREATMENT OF UNCLASSIFIED CLAIMS.......................................................... 21
2.1 Administrative Claims ......................................................................................... 21
2.2 Priority Tax Claims ............................................................................................. 22
3. CLASSIFICATION OF CLAIMS ............................................................................. 22
4. TREATMENT OF UNIMPAIRED CLASSES OF CLAIMS ...................................... 23
4.1 Class 1: Non-Tax Priority Claims....................................................................... 23
4.2 Class 2: Umpqua Bank...................................................................................... 23
4.3 Class 6: Settled Known Tort Claims .................................................................. 23
4.4 Class 9: Retiree Benefit Claims......................................................................... 24
5. TREATMENT OF IMPAIRED CLASSES OF CLAIMS ........................................... 24
5.1 Class 3: Perpetual Endowment Fund Secured Claim........................................ 24
5.2 Class 4: Key Bank Guaranty Claims.................................................................. 24

5.2.1 Assumption Village ................................................................................... 24





5.2.2 Trinity Court .............................................................................................. 25

5.2.3 Villa St. Margaret ...................................................................................... 25

5.3 Class 5: General Unsecured Claims.................................................................. 26
5.4 Class 7: Unresolved Known Tort Claims ........................................................... 26



5.4.1 Satisfaction of Debtor’s and Reorganized Debtor’s Obligation

to Pay Unresolved Known Tort Claims..................................................... 26
5.4.2 Resolution of Unresolved Known Tort Claims .......................................... 27

5.4.3 Satisfaction of Unresolved Known Tort Claims Solely from



Known Tort Claims Trust.......................................................................... 28

5.4.4 Deliverables to Known Tort Claims Trustee at Closing............................. 29

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07





5.5 Class 8: Future Claims ...................................................................................... 29

5.5.1 Satisfaction of Debtor’s and Reorganized Debtor’s



Obligation to Pay Future Claims............................................................... 29
5.5.2 Resolution of Future Claims ..................................................................... 30

5.5.3 Satisfaction of Future Claims Solely from Future Claims Trust................. 31
5.5.4 Future Claims Collateral ........................................................................... 32
5.5.5 Deliverables to Future Claims Trustee at Closing..................................... 33
5.6 Class 10: Donor and Beneficiary Claims ........................................................... 33





6. PROVISIONS GOVERNING RESOLUTION AND PAYMENT OF

UNRESOLVED TORT CLAIMS.............................................................................. 33
6.1 Replenishment of Cash Deposits for Unresolved Tort Claims............................ 33
6.2 Post-Petition Interest .......................................................................................... 34
6.3 Mediators Settlement Offers............................................................................... 34
6.4 Resolution of Unresolved Tort Claims ................................................................ 34
6.4.1 Litigation Procedures................................................................................ 34
6.4.2 Litigation of Claims ................................................................................... 34
6.4.3 Future Claimants, and Known Tort Claimants Asserting a Right







to Punitive Damages, Must Have their Claims Resolved in









the District Court....................................................................................... 35
6.4.4 Jurisdiction................................................................................................ 35
6.4.5 Settlement of Claims ................................................................................ 35
6.4.6 Withdrawal of Claims................................................................................ 35
6.5 Known Tort Claims Trust and Future Claims Trust............................................. 35

6.5.1 Purposes .................................................................................................. 35
6.5.2 Beneficiaries ............................................................................................. 36
6.5.3 Trustees.................................................................................................... 36





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Case 04-37154-elp11 Doc 5005 Filed 04/09/07

























6.5.4 Resignation............................................................................................... 37
6.5.5 Removal ................................................................................................... 37
6.5.6 Successor Trustee.................................................................................... 38
6.5.7 Deposit and Payment of Funds ................................................................ 38
6.5.8 Financial Management of Trust Assets..................................................... 39
6.5.8.1 Establishment of Accounts........................................................... 39

6.5.8.2 Investment .................................................................................. 39
6.5.9 Tax Matters.............................................................................................. 40
6.5.10 Exclusive Jurisdiction and Venue in District Court................................... 41
6.5.11 Irrevocability ............................................................................................ 41
6.5.12 Recordation ............................................................................................. 42
6.5.13 Termination/Dissolution ........................................................................... 42

6.5.13.1 Known Tort Claims Trust Termination/Dissolution .................... 42
6.5.13.2 Future Claims Trust Termination/Dissolution ............................ 42
6.5.13.3 Winding Up/Distribution of Excess Funds ................................. 43
6.5.14 No Execution .......................................................................................... 43
6.6 Insurance Claims Against Non-Settling Insurance Companies .......................... 43
6.7 Contribution and Indemnity Claims of St. Mary’s Home







and Catholic Charities......................................................................................... 45
7. MEANS FOR IMPLEMENTATION OF THE PLAN................................................. 45
7.1 Settlement of Estate Property Litigation ............................................................. 45
7.2 Structure of Reorganized Debtor........................................................................ 45
7.3 Closing ............................................................................................................... 46
7.4 Termination of Tort Claimants Committee .......................................................... 47
7.5 Continuation of Future Claimants Representative .............................................. 47
7.6 Performance of Obligations of the Reorganized Debtor .................................... 48

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7.7 Objections to Claims........................................................................................... 49
7.8 Provisions Governing Distributions..................................................................... 49
7.8.1 Distribution Only to Holders of Allowed Claims........................................ 49
7.8.2 Transmittal of Distributions ...................................................................... 50
7.8.3 Timing of Distributions ............................................................................ 50
7.8.4 Form of Distributions................................................................................ 51
7.8.5 Tax Identification Numbers ...................................................................... 51
7.8.6 No Professional Fees or Expenses.......................................................... 51
7.9 Closing of the Case ............................................................................................ 52
8. CONDITIONS PRECEDENT.................................................................................. 52
8.1 Conditions to Effectiveness ................................................................................ 52
8.2 Waiver of Conditions .......................................................................................... 53
9. EFFECTS OF PLAN CONFIRMATION.................................................................. 53
9.1 Discharge ........................................................................................................... 53
9.2 Vesting ............................................................................................................... 54
9.3 Exculpation And Limitation Of Liability................................................................ 54
9.4 Injunction Against Prosecution of Claims Against Settling



Insurance Companies........................................................................................ 55

9.5 Term of Injunctions or Stays and Confirmation of Settlements



With Settling Insurance Companies................................................................... 56
9.6 Dismissal of Appeals from Bar Date Order and FCR Order ............................... 56
9.7 Release of Fraudulent Transfer Claims .............................................................. 57
10. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ....... 57

10.1 Assumed Employee and Retiree Benefit Plans and Collective



Bargaining Agreements ..................................................................................... 57
10.2 General; Assumed if Not Rejected .................................................................... 57

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



10.3 Claims for Contract Rejection ............................................................................ 58
11. MISCELLANEOUS PROVISIONS ......................................................................... 58
11.1 Retention of Jurisdiction.................................................................................. 58
11.2 Modification of Plan......................................................................................... 59
11.3 Severability ..................................................................................................... 60
11.4 Post-Confirmation Professional Fees and Expenses...................................... 60
11.5 Headings......................................................................................................... 60
11.6 Computation of Time Periods ......................................................................... 60
11.7 Notices............................................................................................................ 60
11.8 Post-Confirmation Court Approval .................................................................. 61
11.9 Election Pursuant to Section 1129(b) of the Bankruptcy Code ....................... 62
11.10 Consummation of the Plan.............................................................................. 62
11.11 Exemption from Transfer Taxes...................................................................... 63
11.12 Waivers........................................................................................................... 63
11.13 Setoffs, Recoupments and Defenses ............................................................. 63
11.14 Compromise of Controversies ........................................................................ 64
11.15 Withdrawal or Revocation of the Plan............................................................. 64
11.16 Default ............................................................................................................ 64
11.17 Filing and Payment of Allowed Administrative Claims .................................... 65
11.18 Payment of United States Trustee Fees ......................................................... 65
11.19 Governing Law................................................................................................ 65
11.20 Reservation of Rights ..................................................................................... 66
11.21 Plan Controls .................................................................................................. 66
11.22 Successors and Assigns................................................................................. 66
11.23 Exhibits ........................................................................................................... 66




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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



Roman Catholic Archbishop of Portland

in Oregon, and successors, a

corporation sole, dba Archdiocese of Portland in Oregon, the Tort Claimants

Committee, the Future Claimants Representative, and the Parish and Parishioners

Committee in the above-captioned Chapter 11 case propose the following Joint Plan of

Reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy Code.
1.


DEFINITIONS.
For purposes hereof, any term used in an initially capitalized form in this Plan will

have the defined meaning ascribed to it in either Section 101 of the Bankruptcy Code or

the definitions set forth below. All definitions in the Bankruptcy Code and below will be

subject to the rules of construction set forth in Section 102 of the Bankruptcy Code. In

addition, the use of the words “includes” or “including” is not limiting and means

“including but not limited to”, and the words “related to” or “relating to” means with

regard to, by reason of, based on, arising out of, or in any way connected with.

Whenever the context requires, such terms include the singular as well as the plural, the

masculine gender includes the feminine, and the feminine gender includes the

masculine. Any specific references to promissory notes, deeds of trust or other debt

instruments or security documents includes any amendments, modifications and

extensions thereto. Nothing contained in this Plan constitutes an admission or denial by

any party of liability for, or the validity, priority or extent of any Claim, lien, or security

interest asserted against the Debtor or against any third party.



"Administrative Claim" means a Claim for payment of an administrative
expense of a kind specified in Section 503(b) of the Bankruptcy Code and referred to in

Section 507(a)(1) of the Bankruptcy Code including, without limitation, the actual,

necessary costs and expenses of preserving the Debtor’s estate and operating the

Debtor’s business including Current Obligations, compensation for professional services

Page 1 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



and reimbursement of expenses awarded under Sections 330(a) or 331 of the

Bankruptcy Code, and all fees and charges assessed against the Debtor’s estate under

chapter 123 of Title 28, United States Code. Administrative Claims do not include

Future Claims, whether or not any such Claim is based on conduct that occurred after

the Petition Date.

“Administrative Claimant” means a Person or Entity asserting an

Administrative Claim.

“Allowance Date” means, with respect to a Claim, the date such Claim

becomes Allowed.

“Allowed” means, with respect to a Claim, the extent to which: (a) the Claim is
agreed to by the Claimant and by the Debtor or the Reorganized Debtor; (b) the Claim

is expressly allowed in this Plan; or (c) proof of such Claim was (i) timely filed with the

Claims Agent or the Bankruptcy Court, (ii) deemed filed pursuant to Section 1111(a) of

the Bankruptcy Code, or (iii) tardily filed with leave of the Bankruptcy Court, and, in any

case, as to which the Claim is not Disputed or the Claim is Disputed and is allowed by a

Final Order; provided, however, if an Unresolved Tort Claim is Settled, it shall only

become Allowed upon the District Court’s approval of the settlement pursuant to the

provisions of Sections 6.4.5 and 11.8 of the Plan.

“Archbishop” means the Person who is the sole director of the Debtor and the

ecclesiastical head of the Archdiocese.

"Archdiocesan Territory" means the geographic area extending from the
Washington border on the north to the California border on the south, and from the crest

of the Cascade Mountains on the east to the Pacific Ocean on the west.

“Archdiocese” means the Archdiocese of Portland in Oregon, which is an

ecclesiastical entity.

Page 2 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



“Ballot” means the ballot that is used by a Creditor to accept or reject the Plan.
"Bankruptcy Code" means the Bankruptcy Reform Act of 1978, principally
codified in 11 USC Section 101, et seq., and any amendments thereto applicable to this

case.



"Bankruptcy Court" means the United States Bankruptcy Court for the District

of Oregon.

“Bankruptcy Rules” means the Rules and Forms of Practice and Procedures in
Bankruptcy promulgated under 28 USC § 2075, as amended, and the local rules and

general orders of the Bankruptcy Court, as applicable to Chapter 11 cases, together

with all amendments and modifications from time to time thereto.

“Beneficiary Claims” means those Claims of Parishes, Schools, parishioners,
and other Claimants or Creditors claiming a right or entitlement to the use or benefit,

including without limitation any religious use or benefit, of property or funds held by the

Debtor in trust or otherwise restricted in its use, or that the use of such property or funds

to pay Claims against the Debtor violates the terms of any such trust or other restriction.
“Business Day” means any day other than Saturday, Sunday, or a “legal

holiday”, as that term is defined in Bankruptcy Rule 9006(a).

“Case” means the case under Chapter 11 of the Bankruptcy Code commenced

by the Debtor on July 6, 2004.

“Cash” means cash, cash equivalents, bank deposits, and negotiable

instruments payable on demand.

“Chapter 11 Professionals” means the Debtor’s Professionals, the Tort
the Future Claimants Representative’s

Claimants Committee’s Professionals,

Professionals, the Parish and Parishioners’ Committee’s Professionals, and the Joint

Professionals, wherever they are collectively referred to in the Plan.

Page 3 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



“Child” means an unmarried Person under 18 years of age.
“Child Abuse” means child abuse as defined in ORS 12.117(2).
"Claim" means any claim, as that term is defined in Section 101(5) of the

Bankruptcy Code, arising before the Effective Date.

“Claimant” means a Creditor that asserts a Claim.
“Claims Agent” means the BMC Group, Inc.
“Claims Bar Date” means April 29, 2005.
“Claims Bar Date Notice” means the Notice of Last Day to File Claims,
Including Claims for Clergy Sex Abuse and Sexual Misconduct mailed to all known

Creditors, together with the Publication Notice published in various newspapers and

other publications in January, 2005, and thereafter, providing notice of the Claims Bar

Date.

“Claims Bar Date Order” means the order of the Bankruptcy Court, entered
January 3, 2005, setting the Claims Bar Date and approving the method of notification

of the Claims Bar Date.

“Claims Objection Bar Date” means, unless extended by the Court, the first
Business Day that follows the 60th day after the Effective Date, or such other date as
fixed by the Bankruptcy Court, by which any objection to a Claim (excluding Tort

Claims) must be filed with the Bankruptcy Court or such objection will be forever barred.
“Closing” means the Reorganized Debtor’s execution and delivery of the Plan
Documents and delivery of the payments to the Known Tort Claims Trust and Future

Claims Trust, as more particularly described in this Plan.

“Co-Defendant” means a Person or Entity that is named as a defendant in a
lawsuit in which the Debtor is also named as a defendant, or who is potentially

Page 4 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



responsible for a Claim asserted against both such Person or Entity and the Debtor,

including co-debtors as described in Section 509 of the Bankruptcy Code.

“Confirmation Date” means the date of the entry of the Confirmation Order.
“Confirmation Order” means the order confirming this Plan.
“Contingent” means, with respect to a Claim, a Claim that has not accrued or is
not otherwise payable and the accrual of which or the obligation to make payment on

which is dependent upon a future event that may or may not occur.

“Court” means the Bankruptcy Court.
“Creditor” means any creditor, as that term is defined in Section 101(10) of the

Bankruptcy Code.

“Current Obligations” means (a) all accounts payable and other liabilities or
obligations of the Debtor that arose or accrued in the ordinary course of the Debtor’s

business during this Case, and (b) any taxes that were incurred subsequent to the

Petition Date and became or become legally due and payable by the Debtor

subsequent to the Petition Date and prior to the Effective Date.

“Debtor” means Roman Catholic Archbishop of Portland in Oregon, and
successors, a corporation sole, dba Archdiocese of Portland in Oregon, which includes,
without limitation, the Archdiocese, the Parishes, and the Schools.1

“Debtor Actions” means any and all claims, causes of action, and enforceable
rights of the Debtor against third parties (other than Insurance Claims) including, without

limitation, claims of the Debtor for recovery of, or based upon, or in any manner arising

from or related to damages, general or exemplary (or both), or other relief relating to (or

based upon) (a) indebtedness owing to the Debtor; (b) fraud, negligence, gross


1 Pursuant to the Court’s order entered on February 17, 2006 in the Estate Property
Litigation, the Court determined that the Parishes and the Schools have no separate
legal existence from the Debtor.

Page 5 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



negligence, willful misconduct, or any other tort actions; (c) breaches of contract; (d)

violations of federal or state laws (including corporate and securities laws); (e) breaches

of fiduciary or agency duties; (f) disregard of the corporate form or piercing the

corporate veil or other liability theories; (g) avoidance of transfers or obligations under

Chapter 5 of the Bankruptcy Code, under other federal law, or under state law; and (h)

any other claim of the Debtor to the extent not specifically compromised or released

pursuant to this Plan or an agreement referred to, or incorporated into, this Plan.

“Debtor Action Recoveries” means the rights of the Debtor to any and all
proceeds or other relief from (a) any award, judgment, relief, or other determination

rendered or made as to any Debtor Action; or (b) any compromise or settlement of any

Debtor Action.

“Debtor’s Professionals” means the law firms Sussman Shank LLP, Schwabe
Williamson & Wyatt PC, Miller Nash LLP, and Rothgerber Johnson & Lyons LLP; the

economic consulting firm, National Economic Research Associates, Inc.; the financial

consulting firm, Mesirow Financial Consulting LLC; the accounting firm KPMG LLP;

Kevin McGovern, PhD.; and all other professionals, if any, which the Debtor may retain

to provide professional services, all in accordance with Sections 327(a) and 327(e) of

the Bankruptcy Code and as approved by the Bankruptcy Court.

“Disallowed” means, with respect to any Claim, the extent to which the Claim
has been disallowed pursuant to (a) a Final Order, (b) an agreement between the

Claimant and the Debtor or the Reorganized Debtor, or (c) the terms of the Plan.

“Disclosure Statement” means the Disclosure Statement regarding this Plan,
including all exhibits and schedules attached thereto and referenced therein prepared

by the Proponents pursuant to Section 1125 of the Bankruptcy Code and approved by

Page 6 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07



the Bankruptcy Court, as such Disclosure Statement may be amended and modified

from time to time.

“Disputed” means, with respect to a Claim, that an objection to such Claim has
been timely filed as provided in this Plan, or such Claim is listed as disputed in the

Debtor’s schedules filed with the Bankruptcy Court, and such objection or dispute has

not been resolved by Final Order, or by agreement between the Claimant and the

Debtor.

“District Court” means the United States District Court for the District of

Oregon.

“Donor Claims” means those Claims of Persons and Entities that have donated
property or funds to the Debtor (including the Archdiocese, a Parish, or a School), and

assert that such funds or property were donated for a specific purpose, including without

limitation any religious purpose, or otherwise are restricted as to use, and that any use

inconsistent with such purpose or restriction constitutes a Claim, or that the use of such

funds or property pursuant to the provisions of this Plan to pay Claims against the

Debtor is inconsistent with such specified purpose or restricted use.

“Effective Date” means the first Business Day after the Confirmation Date on
which (i) all conditions to effectiveness specified in Section 8.1 of this Plan have been

satisfied or waived, and (ii) no stay of the Confirmation Order is in effect.

“Enjoined Claim” means any Claim2 relating to the Insurance Policies or related
rights addressed by the Plan or the Confirmation Order, including without limitation any

contribution, indemnity, subrogation, equitable subrogation, recoupment, quantum

meruit, “other insurance clauses” rights, or similar Claim or legal theory, against any


2 Solely as used in this definition for Enjoined Claim and in Section 9.4 of the Plan (but
not elsewhere in the Plan), the capitalized term “Claim” has the definition set forth in §
101(5) of Title 11 of the United States Code.

Page 7 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Settling Insurance Company, its predecessors, successors, and assigns, or their

respective officers and directors, whenever and wherever arising or asserted, whether

sounding in tort, contract, warranty or any other theory of law, equity or admiralty,

including without limitation all Claims by way of direct action, statutory or regulatory

action, or otherwise, Claims for exemplary or punitive damages, for attorneys’ fees and

other expenses, or for any equitable remedy. For the avoidance of doubt, an Enjoined

Claim includes only those Claims asserted against a Settling Insurance Company, its

predecessors, successors, and assigns, or their respective officers and directors, and

does not include the rights of holders of Claims to assert such Claims against any

Person or Entity other than Settling Insurance Companies.

“Estate” means the bankruptcy estate of the Debtor as created under Section

541 of the Bankruptcy Code.

“Estate Property Litigation” means

that certain adversary proceeding

commenced by the Tort Claimants Committee against the Debtor and others in the

Case entitled Tort Claimants Committee v. Roman Catholic Archbishop of Portland in

Oregon, et al, Adversary Proceeding No. 04-03292, and all appellate proceedings

resulting from any orders entered therein.

“Estimated Amount” means the amount at which the Bankruptcy Court or the
District Court, pursuant to 28 USC §157(b)(2)(B), Section 502(c) of the Bankruptcy

Code, and Bankruptcy Rule 3018(a), as the case may be, estimates any Claim or class

of Claims that is Contingent, unliquidated, or disputed, including, without limitation, any

Tort Claim or class thereof, for the purpose of (a) allowance, (b) distribution,

(c) confirming this Plan pursuant to Section 1129 of the Bankruptcy Code, (d) voting to

accept or reject this Plan pursuant to Section 1126 of the Bankruptcy Code, or (e) for

any other purpose.

Page 8 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Estimation Order” means an order of the Bankruptcy Court or the District
Court, as applicable, that determines the Estimated Amount of any Claim or Claims for

any purpose, whether individually or as part of an aggregate.
“FCR” means the Future Claimants Representative.
“FCR Order” means the Court’s order entered on December 20, 2004,

appointing David A. Foraker as the Future Claimants Representative.

“FCR’s Professionals” means the law firm Greene & Markley PC; special
counsel and consulting expert, Alan W. Scheflin; and all other professionals, if any,

which the FCR may retain to provide professional services, all in accordance with the

FCR Order and as approved by the Bankruptcy Court.

“Final Order” means an order, judgment, ruling or decree of the Bankruptcy
Court, the District Court, or any other court having jurisdiction as to which (a) any

appeal that has been taken has been finally determined or dismissed and the time to

take any further appeal, or to seek certiorari, further reargument or rehearing, has

expired or been waived in writing, or (b) the time to take an appeal has expired and no

appeal has been timely filed.

“Future Claim” means a Tort Claim that is not a Known Tort Claim, and which is
based on conduct occurring on or before the Effective Date that constitutes Child Abuse

or knowingly allowing, permitting, or encouraging Child Abuse, for which the holder of

such Claim (or his or her parent or legal guardian) did not file a proof of claim by the

Claims Bar Date (excluding the proof of claim filed by the FCR on behalf of all Future

Claimants), and as of the Claims Bar Date (or, if such conduct occurred after the Claims

Bar Date, as of the Effective Date) the holder of such Claim: (1) was under the age of

18; (2) was suffering from “repressed memory” and could not remember the Child

Abuse; or (3) had not discovered the injury or the causal connection between the injury

Page 9 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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and the Child Abuse, nor in the exercise of reasonable care should have discovered the
injury or the causal connection between the injury and the Child Abuse.

“Future Claimant” means a Person or Entity who asserts a Future Claim.
“Future Claimants Representative” means David A. Foraker, the legal
representative for Future Claimants appointed pursuant to the FCR Order, or any

successor appointed or approved by the District Court.

“Future Claims Administration Expenses” means (i) the reasonable fees of
the Future Claims Trustee and all reasonable and necessary costs and expenses

incurred by the Future Claims Trustee in carrying out the terms of the Future Claims

Trust Agreement (exclusive of amounts necessary to fund Plan payments to holders of

Allowed Future Claims); and (ii) the reasonable fees of the FCR and all reasonable and

necessary costs and expenses (including the reasonable fees and expenses of

attorneys and other professionals retained by the FCR) incurred by the FCR in

exercising any of the FCR’s rights or powers under the Plan or any of the Future Claims

Plan Documents, in connection with the FCR’s oversight of the Reorganized Debtor’s

performance under the Plan and the Future Claims Plan Documents as they relate to

the Future Claims, or with respect to the FCR's oversight of the Future Claims Trustee's

performance under the Future Claims Plan Documents.
“Future Claims Bar Date” means April 30, 2030.
“Future Claims Cap” at any particular time means the maximum amount of
Cash that may be distributed from the Future Claims Trust to holders of Allowed Future

Claims. The Future Claims Cap on the Effective Date shall be twenty million dollars

($20,000,000) (the initial "Future Claims Base Amount"). The Future Claims Cap

existing from time to time shall increase daily by .008219178% (i.e., 3% per year) of the

then existing Future Claims Base Amount (“Future Claims Increases”) from the Effective

Page 10 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Date until the twentieth (20th) anniversary of the Effective Date. Thereafter, there shall
be no further Future Claims Increases to the Future Claims Cap. The amount of the

Future Claims Cap will change daily based on Future Claims Increases and, from time

to time, as Cash distributions are made by the Future Claims Trust to pay Allowed

Future Claims (a “Future Claims Distribution”). On each date on which a Future Claims

Distribution is made on account of one or more Allowed Future Claims, the amount of

the Future Claims Cap, as determined on such date immediately before the Future

Claims Distribution is made, shall be reduced by the amount of such Future Claims

Distribution. Each Future Claims Distribution shall be applied first against the Future

Claims Increases and then to reduce the Future Claims Base Amount. After each such

Future Claims Distribution is made, the Future Claims Cap, as reduced, shall increase

daily by .008219178% of the then existing Future Claims Base Amount until the next

date on which a Future Claims Distribution is made or until the date that is the twentieth
(20th) anniversary of the Effective Date, whichever shall first occur. In no event shall the
Future Claims Cap ever exceed thirty-two million dollars ($32,000,000.00), which limit

would be reached on the 20th anniversary of the Effective Date only if no payments

were ever made from the Future Claims Trust prior to that date.

“Future Claims Collateral” at any particular time means the real and personal
property, including any letter or letters of credit, that secures or supports the

Reorganized Debtor’s obligations under the Plan with regard to Future Claims and

under the Future Claims Plan Documents. On the Effective Date and on each

subsequent Date of Redetermination (as defined in Section 5.5.4 of this Plan), the net

liquidation value of the Future Claims Collateral shall be equal to or greater than the

lesser of (i) fifteen million dollars ($15,000,000), as increased at the rate of three

percent (3%) per year from the Effective Date until such Date of Redetermination (as

Page 11 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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calculated without compounding), or (ii) the amount that is the difference between the

Future Claims Cap on such Date of Redetermination and the amount of Cash and

investments in the Future Claims Trust available for distribution to Future Claimants on

such date.

“Future Claims Deposit” means the initial two million dollar ($2,000,000) Cash
deposit that is required to be paid by the Reorganized Debtor to the Future Claims Trust

at Closing, and any additional amounts of Cash thereafter paid by the Reorganized

Debtor to the Future Claims Trust from time to time in order to replenish the initial two

million dollar ($2,000,000) deposit if and when it drops below one million dollars

($1,000,000), as described in Section 6.1 of this Plan.



"Future Claims Note" means the promissory note, payable to the order of the
Future Claims Trustee, that is to be delivered to the Future Claims Trustee at Closing

pursuant to Section 5.5.5(b) of this Plan.

“Future Claims Plan Documents” means the agreements, instruments, and
other documents that are reasonably necessary or desirable in order to implement the

provisions of the Plan that relate to the creation, administration or funding of the Future

Claims Trust, the payment by the Reorganized Debtor of Future Claims Administration

Expenses, and the securing of the Reorganized Debtor’s obligations under the Plan with

regard to Future Claims or under such agreements, instruments, or other documents.

“Future Claims Trust” means the trust to be established pursuant to the Plan

and the Future Claims Trust Agreement for the benefit of the Future Claimants.

“Future Claims Trust Agreement” means the agreement between the
Reorganized Debtor and the Future Claims Trustee pursuant to which the Future

Claims Trust will be established and governed.

Page 12 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Future Claims Trustee” means Union Bank of California, and any successor

trustee appointed pursuant to the terms of the Future Claims Trust Agreement.


“Guaranty Claim” means a Claim against the Debtor for the payment or
satisfaction of the obligations of any other Person or Entity, for which the Debtor by

written agreement, has agreed to make payment or perform such obligations, whether

or not the obligations, or the Debtor’s liability therefor, have matured, or are contingent,

unliquidated, or disputed.

“General Unsecured Claim” means any Claim against the Debtor that is not an
Administrative Claim, Priority Tax Claim, or Claim that is otherwise classified under the

Plan.

“Insurance Claims” means all claims, causes of action and enforceable rights
of the Debtor against any Insurance Company for any reason, including, but not limited

to, those for (a) indemnity or payment of any Claims; (b) any such Insurance Company’s

failure or refusal to provide Insurance Coverage under any Insurance Policy, including

the failure or refusal to provide a defense to any Claims; (c) the refusal of any Insurance

Company to compromise and settle any Claims pursuant to any such Insurance Policy;

or (d) the interpretation or enforcement of the terms of any such Insurance Policy.

“Insurance Company” means (a) any insurance company or insurance broker
that during any period of time either (i) provided Insurance Coverage or allegedly

provided Insurance Coverage to Debtor or (ii) issued an Insurance Policy or allegedly

issued an Insurance Policy to Debtor, and (b) any Person or Entity liable to Debtor

under any Insurance Policy or statute relating to insurance, including, but not limited to

the Oregon Insurance Guaranty Association.

“Insurance Coverage” means the insurance coverage for Claims under any

Insurance Policy.

Page 13 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Insurance Policies” means those insurance policies naming the Debtor as an
insured in effect at any time up to and including the Effective Date for which coverage

may be available for any Claims against the Debtor.

“Insurance Recoveries” means the rights to any and all proceeds, including
any interest or income earned thereon, and other relief, from (a) any award, judgment,

relief, or other determination entered or made as to any Insurance Claims; (b) any and

all amounts payable by a Settling Insurance Company under any settlement agreement

with respect to Insurance Claims; and (c) any and all proceeds of any Insurance Policy

paid or payable with respect to Insurance Claims.

“Joint Professionals” means the economic consulting firm, Hamilton Rabinovitz
& Alschuler, Inc., appointed to assist the Debtor, Tort Claimants Committee, and Future

Claimants Representative in determining the estimated amount of projected Future

Claims.

“Known Tort Claim” means a Tort Claim that is listed on Exhibit “1” to this Plan.
“Known Tort Claims Administration Expenses” means the reasonable fees of
the Known Tort Claims Trustee and all reasonable and necessary costs and expenses

incurred by the Known Tort Claims Trustee in carrying out the terms of the Known Tort

Claims Trust Agreement (exclusive of amounts necessary to fund Plan payments to

holders of Allowed Unresolved Known Tort Claims).

“Known Tort Claims Cap” at any particular time means the maximum amount
of Cash that may be distributed from the Known Tort Claims Trust to holders of Allowed

Unresolved Known Tort Claims. The Known Tort Claims Cap on the Effective Date

shall be thirteen million seven hundred twenty-two thousand five hundred dollars

($13,722,500), less the amounts to be paid by the Reorganized Debtor on the Effective

Date to holders of Allowed Unresolved Known Tort Claims. The amount of the Known

Page 14 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Tort Claims Cap will change, from time to time, as earnings accrue on the investments

held in the Known Tort Claims Trust and as distributions are made by the Known Tort

Claims Trust to pay Allowed Unresolved Known Tort Claims (a “Known Tort Claims

Distribution”). On each date on which a Known Tort Claims Distribution is made on

account of one or more Allowed Unresolved Known Tort Claims, the amount of the

Known Tort Claims Cap shall be reduced by the amount of such Known Tort Claims

Distribution.

“Known Tort Claims Deposit” means the Cash deposit that is required to be
paid by the Reorganized Debtor to the Known Tort Claims Trust at Closing equal in

amount to $13,722,500 less the amounts to be paid by the Reorganized Debtor on the

Effective Date to holders of Allowed Unresolved Known Tort Claims. Five Hundred

Thousand Dollars ($500,000) of the Known Tort Claims Deposit shall be payable solely

to the holder of Claim No. 143 in the event he is successful on appeal to the Oregon

Court of Appeals or Oregon Supreme Court in obtaining a reversal of the dismissal of

his Claim against the Debtor; however, if such appeal is unsuccessful, the $500,000 will

become available for payment of the other Unresolved Known Tort Claims that are

payable from the Known Tort Claims Trust.

“Known Tort Claims Plan Documents” means the agreements, instruments,
and other documents that are reasonably necessary or desirable in order to implement

the provisions of the Plan that relate to the creation, administration or funding of the

Known Tort Claims Trust or to the payment by the Reorganized Debtor of Known Tort

Claims Trust Administration Expenses.

“Known Tort Claimant” means a Person or Entity who has asserted a Known

Tort Claim.

Page 15 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Known Tort Claims Trust” means the trust to be established pursuant to the
Plan and the Known Tort Claims Trust Agreement for the benefit of the Unresolved

Known Tort Claimants.

“Known Tort Claims Trust Agreement” means the agreement between the
Reorganized Debtor and the Known Tort Claims Trustee pursuant to which the Known

Tort Claims Trust will be established and governed.

“Known Tort Claims Trustee” means Union Bank of California, and any
successor trustee appointed pursuant to the terms of the Known Tort Claims Trust

Agreement.

“Litigation Procedures” refers to the procedures set forth in Section 6.4 of this
Plan, and such other procedures as may be set forth in any orders entered or to be

entered by the Bankruptcy Court, the District Court, or a State Court establishing the

procedures for the submission, evaluation, processing, liquidation, allowance or

disallowance of the Unresolved Known Tort Claims and Future Claims.

“Mediators” means the Hon. Michael R. Hogan and the Hon. Lyle C. Velure.
"Non-Settling Insurance Company" means an Insurance Company that is not

a Settling Insurance Company.

“Non-Tax Priority Claim” means any Claim which, if Allowed, would be entitled

to priority under Section 507(a)(2) through (7) of the Bankruptcy Code.

“Parish” means a community of the Christian faithful stably constituted in a
particular church within the Archdiocesan Territory, whose pastoral care is entrusted to

a pastor as its proper pastor under the authority of the Archbishop, including but not

limited to, the parish as an ecclesiastical entity, parish clergy, parish corporations,

parish employees, and parishioners.

Page 16 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Parish and Parishioners Committee” means the committee formed by the
Parishes and parishioners for the purpose of representing the Parishes’ and

parishioners’ interests in this Case.

“Parish and Parishioners Committee’s Professionals” means the law firm

Perkins Coie LLP.

“Petition Date” means July 6, 2004, the date the Debtor filed the petition

commencing this Case.

“Plan” means this Plan of Reorganization and any and all modifications and/or

amendments thereto.

“Plan Documents” means all agreements, documents and exhibits, as the
same may be amended, modified, supplemented, or restated from time to time, that are

necessary or appropriate to implement the Plan, the Known Tort Claims Trust, and the

Future Claims Trust as described in Section 6.5 of this Plan. The Plan Documents

include the Known Tort Claims Plan Documents, the Future Claims Plan Documents,

and those documents establishing and securing the credit facility with Allied Irish Banks,

p.l.c.

“Plan Interest Rate” means the interest rate for deferred payments under this
Plan, which rate will be five percent (5%) per annum, unless otherwise determined by

the Bankruptcy Court.

“Priority Tax Claim” means any Claim against the Debtor that, if Allowed, would

be entitled to a priority in payment under Section 507(a)(8) of the Bankruptcy Code.
“Priority Tax Claimant” means an Entity that asserts a Priority Tax Claim.
“Proponents” means the Debtor, the Tort Claimants Committee, the Future

Claimants Representative, and the Parish and Parishioners Committee.

Page 17 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Pro Rata” means proportionate, and when applied to a Claim means the ratio
of the amount distributed on account of an Allowed Claim in a class to the amount

distributed on account of all Allowed Claims in such class.

“Punitive Damages” means that portion of a Tort Claim for punitive or

exemplary damages.

“Released Parties” means the Debtor (including, without limitation, the
Archdiocese, the Parishes, and the Schools) before the Effective Date, the Tort

Claimants Committee, the Parish and Parishioners Committee, the Future Claimants

Representative, Hamilton Rabinovitz & Alschuler, and all of their respective present or

former members, managers, officers, directors, employees, or agents acting in such

capacity.

“Reorganized Debtor” means the Debtor on and after the Effective Date.
“Representatives” means the current and former officers, directors, agents,

attorneys, employees, and legal representatives of a Person or Entity.

“Retiree Benefit Claims” means Claims for unfunded liabilities to any Entity or
Person for the purpose of providing or reimbursing payments for retired clergy or

employees of the Debtor and their spouses and dependents, for pension, medical,

surgical, or hospital care benefits, or benefits in the event of sickness, accident,

disability or death under any plan, fund, or program established by the Debtor prior to

the Petition Date.

“School” means any school operated by the Debtor (including any Parish or
Parishes, or the Archdiocese) within the Archdiocesan Territory, including but not limited

to all elementary schools, all middle schools, Central Catholic High School, Marist High

School, and Regis High School.

Page 18 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“Section 363 Sale” means a sale of property pursuant to the provisions of

Section 363 of the Bankruptcy Code.

“Secured Claim” means any Claim, including interest, fees and charges as
determined pursuant to Section 506(b) of the Bankruptcy Code, against the Debtor that

is (a) secured in whole or in part as of the Petition Date by a lien on any of the assets or

property of the Debtor, which lien is valid, perfected, and enforceable under applicable

law and is not subject to avoidance under the Bankruptcy Code or applicable non-

bankruptcy law, but only to the extent of the value of the assets or property securing any

such Claim; or (b) subject to setoff under Section 553 of the Bankruptcy Code, but only

to the extent of the amount subject to such setoff.

“Settled” means, with respect to a Claim, a Claim that has been resolved by

agreement.

“Settled Known Tort Claims” means those Tort Claims listed on Exhibit “2”

attached to this Plan.

“Settling Insurance Company” means an Insurance Company that has entered
into, or enters into, a settlement agreement with the Debtor that has been approved by

the Bankruptcy Court pursuant to which the Settling Insurance Company has

(i) provided consideration to the Debtor in exchange for a release of any liability or

obligation to make payments or provide Insurance Coverage for any Claim; and/or (ii)

provided consideration to the Debtor to purchase its Insurance Policy or Policies from

the Debtor in a Section 363 Sale. A schedule listing all Settling Insurance Companies

will be set forth in the Confirmation Order.

“Sexual Misconduct” means any sexual contact which is, or is alleged to be,
inappropriate or nonconsensual, including, without limitation, any of the offenses

defined in ORS 163.315 through ORS 163.467.

Page 19 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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“State Court” means any court of the state of Oregon having jurisdiction over a
Tort Claim and for which the Bankruptcy Court has granted relief from stay to allow such

Claim to be resolved in such court.

“Statement of Financial Affairs” means the Debtor’s Statement of Financial
Affairs, and any amendments or supplements thereto, filed by the Debtor with the

Bankruptcy Court pursuant to Bankruptcy Rule 1007.

“Temporarily Allowed” means temporarily allowed for any purpose other than

distribution on a Claim pursuant to Bankruptcy Rule 3018(a) or otherwise.

“Tort Claim” means any Claim, demand, suit, cause of action, proceeding or any
other rights or asserted right to payment, now or hereafter asserted against the Debtor

(including the Archdiocese, the Parishes, and the Schools), any Released Parties, or

any Settling Insurance Companies, for Claims arising in tort, including but not limited to

personal injury tort and wrongful death Claims, Claims for punitive or exemplary

damages, and Claims based upon or in any manner arising from or related to any act or

acts of Child Abuse or Sexual Misconduct first occurring on or prior to the Effective

Date. Tort Claims include, without limitation, those based on (a) the processing,

adjustment, defense, settlement, payment, negotiation, or handling of any Claims,

demands, suits, proceedings or causes of action based upon or relating in any way to

such act or acts of Child Abuse or Sexual Misconduct; (b) the failure to warn, disclose,

or provide information concerning the risk that any Person or Persons might, or have

the propensity to, engage in Child Abuse or Sexual Misconduct; (c) the failure to take

remedial action with respect to alleged, suspected or known Child Abuse or Sexual

Misconduct; and (d) the actions or inactions of any Person or Entity involving Child

Abuse or Sexual Misconduct; including, without limitation, (i) Claims for death or

personal injuries, including emotional distress, (ii) Claims for vicarious liability, (iii)

Page 20 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Claims for damages of any nature, (iv) Claims for attorneys’ fees and other expenses,

fees or costs, (v) Claims for any possible economic loss or loss of consortium, (vi)

Claims for damage to reputation, and (vii) Claims for any legal or equitable remedy;

provided, however, that a Tort Claim shall not include any Co-Defendant(s) Claims

against the Debtor for contribution or indemnity relating to a Tort Claim.

“Tort Claimant” means a Person or Entity that asserts a Tort Claim.
“Tort Claimants Committee” means the Official Committee of Tort Claimants
appointed by the United States Trustee to represent the collective interests of those

Persons or Entities asserting Known Tort Claims in this Case, as such committee may

be reconstituted from time to time.

“Tort Claimants Committee’s Professionals” means the law firm Tonkon Torp
LLP; law professor Marci A. Hamilton; the economic consulting firm, LECG LLC; John

Conte, PhD.; the media consulting firm, The Ovation Group LLC; the real estate

appraisal firms, Powell Valuations Inc., Duncan & Brown Inc., Skelte & Associates Inc.;

attorney Arthur Johnson; and all other professionals, if any, which the Tort Claimants

Committee may retain to provide professional services, all in accordance with Section

1103(a) of the Bankruptcy Code and as approved by the Bankruptcy Court.

“Unresolved” means, with respect to a Claim, a Disputed Claim that has not

been Allowed or Disallowed for distribution purposes.

“Unresolved Known Tort Claims” means those Tort Claims listed on

Exhibit “3” attached to this Plan.
2.


TREATMENT OF UNCLASSIFIED CLAIMS.
2.1 Administrative Claims. The Reorganized Debtor will pay Administrative
Claimants the full amount of their Allowed Administrative Claims in Cash either (a) on or

as soon as practicable following the Effective Date, or, if later, the Allowance Date; or

Page 21 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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(b) upon such terms as may be agreed to in writing by the Administrative Claimant and

the Debtor or the Reorganized Debtor; provided, however, that any Current Obligations

will be paid in full in the ordinary course of business in accordance with the terms and

conditions of any agreement relating thereto.
2.2 Priority Tax Claims. The Reorganized Debtor will pay Priority Tax

Claimants the full amount of their Allowed Priority Tax Claims, together with interest

thereon at the Plan Interest Rate from the Petition Date until paid, in Cash, either (a) on

or as soon as practicable following the Effective Date or, if later, the Allowance Date; or

(b) upon such terms as may be agreed in writing by the Priority Tax Claimant and the

Debtor or the Reorganized Debtor.
3.

CLASSIFICATION OF CLAIMS.
All Claims except Administrative Expense Claims and Priority Tax Claims are

placed in the following classes for all purposes. A Claim is classified in a particular

class only to the extent the Claim qualifies within the description of that class and is

classified in a different class to the extent the Claim qualifies within the description of

that different class. If a Claim is acquired or transferred, the Claim will be placed in the

class where it would have been placed if it were owned by the original holder of such

Claim. If a Claimant has more than one Claim in the same class, such Claims will be

aggregated and treated as a single Claim. If a Claimant has Claims in different classes,

such Claims will be aggregated only within the same class and not between classes.

Class 1: Non-Tax Priority Claims
Class 2: Umpqua Bank Secured Claim

Class 3: Perpetual Endowment Fund Secured Claim

Class 4: Key Bank Guaranty Claims

Class 5: General Unsecured Claims

Page 22 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Class 6: Settled Known Tort Claims

Class 7: Unresolved Known Tort Claims

Class 8: Future Claims

Class 9: Retiree Benefit Claims

Class 10: Donor and Beneficiary Claims

TREATMENT OF UNIMPAIRED CLASSES OF CLAIMS.
4.
4.1 Class 1: Non-Tax Priority Claims. The holders of Allowed Non-Tax

Priority Claims will receive either (a) payment from the Reorganized Debtor of the full

amount of their Allowed Claims, together with interest thereon at the Plan Interest Rate

from the Petition Date until paid, in Cash, on or as soon as practicable following the

Effective Date or, if later, the Allowance Date; or (b) payment of their Allowed Claims

upon such terms as may be agreed in writing by the Claimant and the Reorganized

Debtor.

4.2 Class 2: Umpqua Bank. Umpqua Bank ("Umpqua") will have an
Allowed Secured Claim for approximately $313,700, plus any interest, fees, and other

charges accrued on such Claim as authorized by the terms of the Debtor’s promissory

note and other related documents. Umpqua’s Allowed Secured Claim will be paid in full

on or a soon as reasonably practicable following the Effective Date and Umpqua will

release all Collateral securing its Claim.

4.3 Class 6: Settled Known Tort Claims. Holders of Settled Known Tort
Claims will receive payment from the Reorganized Debtor on the Effective Date of the

full amount of their Allowed Claims, together with all interest accrued thereon to the

extent provided in (a) settlement agreements with the Debtor, (b) any Final Order of the

Court authorizing the payment of interest on such Claims, or (c) Section 6.2 of this Plan.

Page 23 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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4.4 Class 9: Retiree Benefit Claims. The holders of Allowed Retiree Benefit
Claims will not be impaired and will not have their rights altered by this Plan. Allowed

Retiree Benefit Claims will be paid, performed, and honored by the Reorganized Debtor

in full, when due, in accordance with their terms or the terms of the relevant pension

plan notwithstanding any other contrary provision of this Plan; provided, however, that

the rights of the holders of such Claims will be subject to modification or termination as

provided by the terms of the existing benefit plans, consistent with applicable law.
5.


TREATMENT OF IMPAIRED CLASSES OF CLAIMS.
5.1 Class 3:

Perpetual Endowment Fund Secured Claim.

The

Archdiocese of Portland in Oregon Perpetual Endowment Fund (the "Endowment

Fund") will have an Allowed Unsecured Claim for approximately $4,974,348, plus any

interest, fees, and other charges accrued on such Claim as authorized by the terms of

the Debtor’s promissory note, deed of trust, and other related documents. At Closing,

the Endowment Fund will release any Collateral securing its Claim. The Endowment

Fund’s Allowed Claim will be paid in full, together with interest accruing from and after

the Effective Date at the non-default contract rate, in 120 equal monthly installments of

principal and interest commencing on the first day of the first month following the

Effective Date and continuing on the first day of each month thereafter until paid in full.

5.2 Class 4: Key Bank Guaranty Claims. The Reorganized Debtor will

satisfy Key Bank’s Guaranty Claims as follows:

5.2.1 Assumption Village. The Reorganized Debtor will assume the Key
Bank guaranty obligation regarding the Assumption Village property and pay according

to its terms, subject to revisions to the guaranty agreement and financial covenants that

will cure any defaults and permit the Reorganized Debtor to cure any subsequent

default of the principal obligor, Assumption Village LLC, and to continue making any

Page 24 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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payments required of the principal obligor on the underlying obligations secured by the

guaranty before the guaranty obligation would become due and payable.

5.2.2 Trinity Court. Trinity Court, LLC is in default of its direct obligations

to Key Bank in the following approximate amounts:

a.

Reimbursement Obligation:

$2,587,909.38

($2,426,508.59

principal, $142,558.79 accrued interest from 9/21/06, $18,842.00 unpaid letter of credit

fees). The interest rate is Prime+3.00% (currently 11.25%), and the current per diem is

$758.28393.

b.

Interest Rate Swap Termination Fee: $287,267.94 ($272,746.10

principal, $14,521.84 accrued interest from 9/22/06). The interest rate is Prime+2.00%

(currently 10.25%), and the current per diem is $77.65688.

c.

Attorney Fees: $133,464 incurred in connection with the Trinity

Court defaults and with the restructuring, redocumentation and enforcement of the

obligations of Villa St. Margaret and Assumption Village.

It is anticipated that the Trinity Court property will be sold within two years

of the Effective Date and the net proceeds paid to Key Bank; however, the property is

currently involved in litigation and it is possible that the sale may not occur. Prior to that

time, Key Bank’s above stated claim on the Trinity Court project will be paid in equal

monthly installments of $75,000, including interest at the Plan Interest Rate,

commencing approximately 30 days following the Effective Date, with the remaining

balance to be paid upon the earlier to occur of (1) the sale of the property, or (2) the two

year anniversary of the Effective Date.

5.2.3 Villa St. Margaret. The Reorganized Debtor will assume the Key

Bank guaranty obligation regarding the Villa St. Margaret property and will pay on or as

Page 25 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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soon as reasonably practicable, but not more than 30 days, following the Effective Date
the following approximate amounts advanced by Key Bank:







Letter of Credit Extension Fee due 4/22/07:

$26,000+

Bond Interest Payment due 4/5/07:

Bond Principal Payment due 4/5/07:





$70,000+

$75,000+

Upon such payments to Key Bank, and provided that each such payment is made within

90 days of the date it was contractually due, both the Debtor’s guaranty obligation and

Village Enterprises, Inc.’s obligations to Key Bank regarding the Villa St. Margaret

property will be cured and reinstated in full, without default, according to their terms.

In addition, the Reorganized Debtor will provide funding as necessary to Village

Enterprises, Inc. to permit it to pay the following approximate amounts on the Villa St.

Margaret project as they come due:







Bond Interest Payment due 7/1/07

Bond Interest Payment due 10/1/07

Bond Interest Payment due 1/1/08







$ 70,000+

$ 70,000+

$ 70,000+
$168,000+

Real Property Taxes due through 7/1/07


5.3 Class 5: General Unsecured Claims. The holders of Allowed General

Unsecured Claims will receive payment from the Reorganized Debtor of the full amount

of their Allowed Claims, together with interest thereon at the Plan Interest Rate from the

Petition Date until paid, in Cash, within 60 days following the later to occur of the

Effective Date or the Allowance Date.

5.4 Class 7: Unresolved Known Tort Claims.

5.4.1 Satisfaction of Debtor’s and Reorganized Debtor’s Obligation
to Pay Unresolved Known Tort Claims. The Debtor’s liability with regard to all
Unresolved Known Tort Claims shall be satisfied in full by the Reorganized Debtor’s

Page 26 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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agreements and other undertakings under this Plan and the Known Tort Claims Plan

Documents. On the Effective Date, the Reorganized Debtor will pay, or cause to be

paid, in Cash (1) to each holder of an Allowed Unresolved Known Tort Claims the

amount that is necessary to pay such Claim in full, together with all interest accrued

thereon to the extent provided in (a) any settlement agreement with the Debtor, (b) any

Final Order of the Court authorizing the payment of interest on such Claim, or

(c) Section 6.2 of this Plan, and (2) to the Known Tort Claims Trust the Known Tort

Claims Deposit. Upon such payments, the Reorganized Debtor’s obligations under this

Plan and the Known Tort Claims Plan Documents to make payments on account of

Unresolved Known Tort Claims shall terminate and be fully satisfied. In addition to its

obligation to make the payments to the holders of Allowed Unresolved Known Tort

Claims and to the Known Tort Claims Trust (as previously described in this Section

5.4.1), the Reorganized Debtor shall from time to time (i) pay, or cause to be paid, to the

Known Tort Claims Trustee, Cash in the amount that is necessary to pay in full all

Known Tort Claims Administration Expenses, whenever incurred, and (ii) otherwise fulfill

its obligations under the Plan with regard to Unresolved Known Tort Claims and under

the Known Tort Claims Plan Documents. Except as provided in the Plan, in the

Confirmation Order, or in the Known Tort Claims Plan Documents, neither the Debtor

nor the Reorganized Debtor shall have any liability or obligation to the Unresolved

Known Tort Claimants, the Known Tort Claims Trust, or the Known Tort Claims Trustee.
5.4.2 Resolution of Unresolved Known Tort Claims. Except as
otherwise provided in the Plan, all legal and equitable rights of the Known Tort

Claimants with regard to Unresolved Known Tort Claims (including their right, if any, to

trial by jury), and the Debtor’s and the Reorganized Debtor’s defenses thereto, shall

remain unaltered. Unless otherwise agreed by the Reorganized Debtor and by those

Page 27 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Non-Settling Insurance Companies providing a defense of such Claim, each Unresolved

Known Tort Claim that has not been Allowed as of the Effective Date will be resolved

pursuant to the Litigation Procedures to the extent applicable.

5.4.3 Satisfaction of Unresolved Known Tort Claims Solely from
Known Tort Claims Trust. On the Effective Date, each Unresolved Known Tort Claim
that has not been Allowed shall be irrevocably assumed by, and once Allowed, satisfied

solely by payment from, the Known Tort Claims Trust. Each Known Tort Claimant

holding an Unresolved Known Tort Claim that has not been Allowed on the Effective

Date shall, within 10 days of the Allowance Date as determined pursuant to Section

6.4.5 of the Plan, be paid in Cash, solely from the Known Tort Claims Trust, the full

amount of such holder’s Allowed Known Tort Claim that is not for Punitive Damages,

together with interest thereon at the Plan Interest Rate from the Allowance Date until

paid. All Unresolved Known Tort Claims for Punitive Damages shall be subordinated, in

right of payment, to the prior payment in full, together with interest thereon as provided

herein, of all Unresolved Known Tort Claims that are not for Punitive Damages. As

soon as is practicable after all Unresolved Known Tort Claims have been Allowed or

Disallowed, and provided that all Unresolved Known Tort Claims that have been

Allowed and are not for Punitive Damages, together with interest thereon as provided

herein, have been paid in full, each holder of an Unresolved Known Tort Claim that has

been Allowed for Punitive Damages shall be entitled to receive, solely from the Known

Tort Claims Trust, a Pro Rata share of Cash available for distribution to Known Tort

Claimants up to the full amount of such Allowed Claim for Punitive Damages, together

with interest thereon at the Plan Interest Rate from the Allowance Date until paid.

Except as provided in Section 6.5.13.3 of this Plan, the Known Tort Claims Deposit, any

investment earnings thereon, and all other amounts, if any, deposited into the Known

Page 28 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Tort Claims Trust shall be used solely to pay Allowed Unresolved Known Tort Claims

and any taxes on the Known Tort Claims Trust’s earnings; provided, however, that if the

Reorganized Debtor shall fail to pay any Known Tort Claims Administration Expenses

and such failure is not remedied within 30 days after the Known Tort Claims Trustee

gives the Reorganized Debtor written notice of such default under this Plan, the Known

Tort Claims Trustee may pay such unpaid Known Tort Claims Administration Expenses

from the Known Tort Claims Trust.

5.4.4 Deliverables to Known Tort Claims Trustee at Closing. At
Closing, the Reorganized Debtor shall deliver, or cause to be delivered, to the Known

Tort Claims Trustee all of the following:

(a) the Known Tort Claims Trust Agreement;

(b) the Known Tort Claims Deposit; and,

(c) such other Known Tort Claims Plan Documents as may be reasonably

necessary or reasonably requested by the Tort Claimants Committee.

Each of the foregoing documents shall be dated as of the date of Closing,

be duly executed on behalf of the Reorganized Debtor, and be reasonably satisfactory

in form and content to the Tort Claimants Committee.

5.5 Class 8: Future Claims.

5.5.1 Satisfaction of Debtor’s and Reorganized Debtor’s Obligation
to Pay Future Claims. The Debtor’s liability with regard to all Future Claims shall be
satisfied in full by the Reorganized Debtor’s agreements and other undertakings under

this Plan and the Future Claims Plan Documents. The Reorganized Debtor’s obligation

under this Plan and the Future Claims Plan Documents to make payments on account

of Future Claims shall terminate and be fully satisfied when the Reorganized Debtor has

paid, or caused to be paid, in Cash to the Future Claims Trust the lesser of (a) the

Page 29 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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amount that is necessary to reduce the Future Claims Cap to zero dollars, or (b) the

amount that is necessary to pay in full, together with interest thereon as provided

herein, the Allowed amounts of all Future Claims as to which, in each case, prior to or

on the Future Claims Bar Date, a complaint is filed or a written notice is given to the

Reorganized Debtor as provided in Section 5.5.2 below. In addition to its obligation to

make payments to the Future Claims Trust (as described in the preceding sentence),

the Reorganized Debtor shall from time to time (i) pay, or cause to be paid, to the

Future Claims Trustee or the FCR, as appropriate, in Cash the amount that is

necessary to pay in full all Future Claims Administration Expenses, whenever incurred,

and (ii) otherwise fulfill its obligations under the Plan with regard to Future Claims and

under the Future Claims Plan Documents. Except as provided in the Plan, in the

Confirmation Order, or in the Future Claims Plan Documents, neither the Debtor nor the

Reorganized Debtor shall have any liability or obligation to the Future Claimants, the

FCR, the Future Claims Trust, or the Future Claims Trustee.

5.5.2 Resolution of Future Claims. Except as otherwise provided in the
Plan, all legal and equitable rights of Future Claimants with regard to Future Claims

(including their right, if any, to trial by jury), and the Debtor’s and the Reorganized

Debtor’s defenses thereto, shall remain unaltered. A Future Claim shall be Disallowed

and the holder thereof shall not receive or retain under the Plan any payment or other

consideration on account of such holder’s Future Claim, unless, on or before the Future

Claims Bar Date, the holder thereof either commences a civil action in the District Court

asserting the Future Claim or delivers to the Reorganized Debtor a notice in writing

which reasonably indicates the holder’s intention to seek a monetary recovery on

account of the Future Claim. Unless otherwise agreed by the Reorganized Debtor and

by those Non-Settling Insurance Companies providing a defense of such Claim, each

Page 30 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Future Claim will be resolved pursuant to the Litigation Procedures to the extent

applicable.

5.5.3 Satisfaction of Future Claims Solely from Future Claims Trust.
On the Effective Date, each Future Claim shall be irrevocably assumed by, and once

Allowed, satisfied solely by payment from, the Future Claims Trust. Each Future

Claimant shall be entitled to be paid in Cash, solely from the Future Claims Trust, the

full amount of such holder’s Allowed Future Claim that is not for Punitive Damages,

together with interest thereon at the Plan Interest Rate from the Allowance Date until

paid, promptly (but in no event later than 90 days) after such Future Claim becomes

Allowed; provided, however, that the District Court, on motion of the FCR or any holder

of a Future Claim and after notice to the Reorganized Debtor, the FCR, the Future

Claims Trustee, and all known Future Claimants, may at any time order that holders of

Allowed Future Claims not for Punitive Damages receive from the Future Claims Trust a

distribution that is only a percentage of such holders’ Allowed Claims and that the

Future Claims Trustee establish a reserve for the benefit of holders of unknown Future

Claims and of known but Disputed Future Claims, if the District Court determines that it

is reasonably likely that the then-existing Future Claims Cap will be insufficient to

enable the Future Claims Trust to pay in full all Allowed Future Claims not for Punitive

Damages that are reasonably expected to be asserted before the Future Claims Bar

Date expires. All Future Claims for Punitive Damages shall be subordinated, in right of

payment, to the prior payment in full, together with interest thereon as provided herein,

of all Allowed Future Claims that are not for Punitive Damages. As soon as is

practicable after (a) the Future Claims Bar Date has expired and (b) each Future Claim

has been Allowed or Disallowed, and provided that all Allowed Future Claims not for

Punitive Damages, together with interest thereon as provided herein, have been paid in

Page 31 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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full, each holder of an Allowed Future Claim for Punitive Damages shall be entitled to

receive, solely from the Future Claims Trust, a Pro Rata share of Cash available for

distribution to Future Claimants up to the full amount of such Allowed Claim, together

with interest thereon at the Plan Interest Rate from the Allowance Date until paid.

Except as provided in Section 6.5.13.3 of this Plan, the Future Claims Deposit, any

investment earnings thereon, and all other amounts, if any, deposited into the Future

Claims Trust shall be used solely to pay Allowed Future Claims and any taxes on the

Future Claims Trust’s earnings; provided, however, that if the Reorganized Debtor shall

fail to pay any Future Claims Administration Expenses and such failure is not remedied

within 30 days after the Future Claims Trustee or the FCR, as the case may be, gives

the Reorganized Debtor written notice of such default under this Plan, the Future Claims

Trustee may pay such unpaid Future Claims Administration Expenses from the Future

Claims Trust.

5.5.4 Future Claims Collateral. The Reorganized Debtor’s obligations
under the Plan with regard to Future Claims and under the Future Claims Plan

Documents shall be supported by a letter of credit or secured by a first priority security

interest in and lien on the Future Claims Collateral at all times from the Effective Date

until the twentieth anniversary of the Effective Date. The value of the Future Claims

Collateral shall be reviewed and redetermined on the first anniversary of the Effective

Date and on each anniversary thereafter (each a “Date of Redetermination”). Unless

earlier released, on the twentieth anniversary of the Effective Date, the Future Claims

Trustee will release the Future Claims Collateral and deliver same and any related

documents to the Reorganized Debtor.

Page 32 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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5.5.5 Deliverables to Future Claims Trustee at Closing. At Closing,
the Reorganized Debtor shall deliver, or cause to be delivered, to the Future Claims

Trustee all of the following:

(a) the Future Claims Trust Agreement;

(b) the Future Claims Note in the principal amount of eighteen million

dollars ($18,000,000);

(c) the Future Claims Deposit of two million dollars ($2,000,000) Cash;

(d) a letter or letters of credit in the initial amount of fifteen million dollars

($15,000,000); and,

(e) such other Future Claims Plan Documents as may be reasonably

necessary or reasonably requested by the FCR.

Each of the foregoing documents shall be dated as of the date of Closing,

be duly executed on behalf of the Reorganized Debtor, and be reasonably satisfactory

in form and content to the FCR.

5.6 Class 10: Donor and Beneficiary Claims. All Donor and Beneficiary
Claims, if any, will be satisfied solely by the Reorganized Debtor’s agreement under

Section 7.2 of this Plan.
6.

PROVISIONS GOVERNING RESOLUTION AND PAYMENT OF UNRESOLVED
TORT CLAIMS
6.1 Replenishment of Cash Deposit for Unresolved Future Claims.
As Allowed Claims are paid and the amount of the Future Claims Deposit is

reduced below one million dollars ($1,000,000), the Reorganized Debtor will, from time

to time, replenish the Future Claims Deposit to the lesser of (a) two million dollars

($2,000,000), or (b) the outstanding balance of the Future Claims Note.



Page 33 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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6.2 Post-Petition Interest.
Except as otherwise set forth in Exhibit “4”, interest shall accrue and be payable

on Tort Claims at the Plan Interest Rate from and after the Allowance Date.

6.3 Mediators Settlement Offers. Each Known Tort Claimant holding an
Unresolved Known Tort Claim will receive a Mediators’ settlement offer in an amount to

be determined by the Mediators in the Mediators’ sole discretion. If accepted by the

Claimant, then such Claim will be Allowed in the amount of such settlement offer and

paid pursuant to Section 6.5.7.

6.4 Resolution of Unresolved Tort Claims.

6.4.1 Litigation Procedures. Each Claimant holding an Unresolved Tort
Claim that was not Allowed as of the Effective Date will have his or her Claim resolved

under the Litigation Procedures set forth in this Plan and under the case management

orders entered or to be entered by the Bankruptcy Court, the District Court, or the State

Court, as applicable.

6.4.2 Litigation of Claims. Each Claimant holding an Unresolved Tort
Claim that was not Allowed as of the Effective Date will proceed with litigation of such

Claimant's Claim by trial in the District Court or State Court, as applicable. The

Reorganized Debtor will be responsible for defending such Claims and will possess all

of the Debtor’s rights in defense of such Claims. Nothing in this Plan or in the Plan

Documents shall affect the right of any such Claimant or of the Reorganized Debtor to

take an appeal from any order, judgment, ruling or decree entered in any legal action or

other proceeding in which an Unresolved Tort Claim is being resolved or liquidated. The

Reorganized Debtor will honor all rights and obligations arising under the Insurance

Policies or applicable non-bankruptcy law of those Non-Settling Insurance Companies

providing a defense of such Claims.

Page 34 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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6.4.3 Future Claimants, and Known Tort Claimants Asserting a Right
to Punitive Damages, Must Have Their Claims Resolved in the District Court. All
Future Claimants, and all Known Tort Claimants asserting a right to Punitive Damages,

must have their Claims resolved in the District Court. Only Known Tort Claimants who,

prior to the Effective Date, have elected to waive their Claims for Punitive Damages and

to proceed in State Court to have their Claims liquidated will be entitled to have their

Claims resolved in State Court.

6.4.4 Jurisdiction. All litigation concerning Unresolved Tort Claims and
the Reorganized Debtor’s obligations in regard thereto will be administered by and will

be under the jurisdiction of the District Court (or a State Court for those Claims that on

the Effective Date are proceeding in State Court) in accordance with this Plan and other

orders issued by the Bankruptcy Court, District Court, or State Court, as applicable.

6.4.5 Settlement of Claims. The Reorganized Debtor and a Claimant
will be entitled to settle any Unresolved Tort Claim, subject to approval of the District

Court in accordance with the procedures set forth in Section 11.8 of the Plan. Upon the

District Court’s approval of the settlement, the Claimant will have an Allowed Claim for

the settlement amount as approved by the District Court.

6.4.6 Withdrawal of Claims. A Claimant may withdraw a Claim at any
time on written notice to the Reorganized Debtor. If withdrawn, the Claim will be

withdrawn with prejudice and may not be reasserted.

6.5 Known Tort Claims Trust and Future Claims Trust. To effectuate the
terms of this Plan, a Known Tort Claims Trust and a Future Claims Trust will be

established consistent with the provisions of this Section 6.5.

6.5.1 Purposes. The sole purposes of the Known Tort Claims Trust and
of the Future Claims Trust are (i) to enter into, accept, and enforce the terms of the Plan

Page 35 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Documents; (ii) to receive, hold, and invest funds in accordance with and subject to the

provisions of this Plan and the Known Tort Claims Trust Agreement or the Future

Claims Trust Agreement, as the case may be; and (iii) to issue payments and disburse

funds subject to the terms of this Plan and the Known Tort Claims Trust Agreement or

the Future Claims Trust Agreement, as the case may be. It is the Proponents’ intention

that each trust qualify as a Qualified Settlement Fund pursuant to Section 468B of the

Internal Revenue Code and the Treasury Regulations promulgated thereunder. Neither

the Known Tort Claims Trust nor the Future Claims Trust will have power or authority to

bring, or will be deemed to succeed to the Debtor's rights with respect to, any of the

Debtor Actions.

6.5.2 Beneficiaries. The sole beneficiaries of the Known Tort Claims
Trust are the holders of the Unresolved Known Tort Claims whose Claims have not

been Allowed as of the Effective Date. The sole beneficiaries of the Future Claims

Trust are the holders of Future Claims, if any; provided, however, that the FCR shall be

an intended beneficiary of, and shall have the right to enforce for the benefit of Future

Claimants, the Future Claims Trust Agreement and the other Future Claims Plan

Documents.

6.5.3 Trustees. Both the Known Tort Claims Trustee and the Future
Claims Trustee will be Union Bank of California. Any successor trustee for either trust

will be a bank organized and doing business under the laws of the United States of

America, any state thereof, or the District of Columbia, authorized under such laws to

exercise corporate trust powers, having a combined capital and surplus of at least one

billion dollars ($1,000,000,000), subject to supervision and examination by federal and

state authority. The Known Tort Claims Trustee and Future Claims Trustee will act only

pursuant to the provisions of this Plan and the Known Tort Claims Trust Agreement or

Page 36 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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the Future Claims Trust Agreement, as the case may be. Neither the Known Tort

Claims Trustee nor the Future Claims Trustee may assign any of its rights or

obligations. The Known Tort Claims Trustee will serve as the paying agent responsible

for distribution of payments to holders of Unresolved Known Tort Claims whose Claims

have not been Allowed as of the Effective Date once such Claims are Allowed. The

Future Claims Trustee will serve as the paying agent responsible for distribution of

payments to holders of Future Claims once such Claims are Allowed. Both the Known

Tort Claims Trustee and Future Claims Trustee will be entitled to receive a reasonable

fee and reimbursement of reasonable costs and expenses for its services, which fees

and expenses will be paid by the Reorganized Debtor, in each case, without reducing

the Reorganized Debtor’s obligations under the Future Claims Note. It is intended that

the costs and expenses of each trustee will be minimal and consistent with the fees and

expenses incurred for comparable functions.

6.5.4 Resignation. The Known Tort Claims Trustee may resign at any
time upon sixty (60) days prior written notice to the Reorganized Debtor, those Known

Tort Claimants holding Unresolved Claims, and the District Court, provided, however,

that the resignation will not become effective until a successor Known Tort Claims

Trustee is appointed. The Future Claims Trustee may resign at any time upon sixty (60)

days prior written notice

to

the Reorganized Debtor,

the Future Claimants

Representative, and the District Court, provided, however, that the resignation will not

become effective until a successor Future Claims Trustee is appointed.

6.5.5 Removal. The Known Tort Claims Trustee may be removed at any
time, with or without cause, by the Reorganized Debtor, subject to approval of the

District Court after notice to all beneficiaries of the Known Tort Claims Trust. The

Future Claims Trustee may be removed at any time, with or without cause, by

Page 37 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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agreement of the Reorganized Debtor and Future Claimants Representative, after

notice to all known beneficiaries of the Future Claims Trust.

6.5.6 Successor Trustee. In the event of the resignation or removal of
the Known Tort Claims Trustee, or in the event the separate corporate existence of the

Known Tort Claims Trustee terminates (except in the event of a merger where the

Known Tort Claims Trustee continues to qualify as a Known Tort Claims Trustee under

the terms of this Plan and the Known Tort Claims Trust Agreement), a successor

Known Tort Claims Trustee (having the qualifications for the Known Tort Claims Trustee

set forth in Section 6.5.3 above) will be selected by the Reorganized Debtor, subject to

approval of the District Court, after notice to all beneficiaries of the Known Tort Claims

Trust.

In the event of the resignation or removal of the Future Claims Trustee, or

in the event the separate corporate existence of the Future Claims Trustee terminates

(except in the event of a merger where the Future Claims Trustee continues to qualify

as a Future Claims Trustee under the terms of this Plan and the Future Claims Trust

Agreement), a successor Future Claims Trustee (having the qualifications for the

Future Claims Trustee set forth in Section 6.5.3 of this Plan) will be selected by

agreement of the Reorganized Debtor and Future Claimants Representative, subject to

approval of the District Court.

6.5.7 Deposit and Payment of Funds. All funds paid to the Known Tort
Claims Trustee pursuant to this Plan (other than payments for Known Tort Claims

Administration Expenses) shall be deposited in the Known Tort Claims Trust. The

Known Tort Claims Trustee shall invest all funds that are deposited in the Known Tort

Claims Trust as directed by the Reorganized Debtor, subject to the limitations set forth

in Section 6.5.8 herein. All payments that are to be made to Known Tort Claimants

Page 38 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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holding Unresolved Known Tort Claims whose Claims have not been Allowed as of the

Effective Date, will be paid from funds in the Known Tort Claims Trust once such Claims

are Allowed.

All funds paid to the Future Claims Trustee pursuant to this Plan (other

than payments for Future Claims Administration Expenses) shall be deposited in the

Future Claims Trust. The Future Claims Trustee shall invest all funds that are

deposited in the Future Claims Trust as directed by the Reorganized Debtor, subject to

the limitations set forth in Section 6.5.8 of this Plan. All payments that are to be made

to Future Claimants, once their Claims are Allowed, will be paid from funds in the Future

Claims Trust.

6.5.8 Financial Management of Trust Assets.

6.5.8.1 Establishment of Accounts. All funds received by the
Known Tort Claims Trustee will be deposited in a trust account. The Known Tort Claims

Trustee will establish sub-accounts as are necessary to hold, manage, invest, and

distribute funds in accordance with this Plan and the Known Tort Claims Trust

Agreement. All funds received by the Future Claims Trustee will be deposited in a trust

account. The Future Claims Trustee will establish sub-accounts as are necessary to

hold, manage, invest, and distribute funds in accordance with this Plan and the Future

Claims Trust Agreement.

6.5.8.2 Investment. The Known Tort Claims Trustee and the

Future Claims Trustee shall invest all funds of the Known Tort Claims Trust and the
Future Claims Trust, as the case may be, as directed by the Reorganized Debtor
except to the extent such directions are, in the reasonable judgment of the Trustee,
inconsistent with the Trustee's duty to administer and invest such funds in the
manner in which individuals of ordinary prudence, discretion and judgment would act

Page 39 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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in the management of their own affairs, giving due regard to the purposes of the
Trust; provided, however, that a trustee shall not acquire or permit any of the funds
of the Trust to be invested in:

(i) any long-term debt securities, participation certificates, or similar

instruments unless such securities, certificates or instruments are rated "A" or higher
by Moody's Investors Service, Inc. ("Moody's") or "A" or higher by Standard & Poor's
Rating Services ("S&P's"), or have been issued or fully guaranteed as to principal
and interest by the United States of America or any agency or instrumentality
thereof;

(ii) any commercial paper unless rated “Prime-2” or higher by Moody's or

"A-2" or higher by S&P’s;

(iii) any equity security or any equity interest in any entity; or,
(iv) any money market investment, certificate of deposit, time deposit or

banker's acceptance issued by a bank unless, in each case, it is issued by a bank
whose senior long-term debt is rated "A" or higher by Moody's or "A" or higher by
S&P's, and its term to maturity from the date of acquisition does not exceed three
years and one day; provided, further, that in the absence of directions from the
Reorganized Debtor, a Trustee may invest, with complete protection, funds of the
Trust in BlackRock Provident Cash Management Shares T-Fund or in one or more
similar money market mutual funds.

6.5.9 Tax Matters. The Known Tort Claims Trust and Future Claims
Trust are expected to be tax exempt. The Known Tort Claims Trustee and Future

Claims Trustee shall each timely file such income tax and other returns and statements

as are required to comply with applicable provisions of the Internal Revenue Code and

the Treasury Regulations promulgated thereunder, and of any state law and the

Page 40 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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regulations promulgated thereunder. The Known Tort Claims Trustee will be responsible

for paying taxes on the Known Tort Claims Trust’s earnings, if any, whether taxable to

the Known Tort Claims Trust or to the Reorganized Debtor. The Future Claims Trustee

will be responsible for paying taxes on the Future Claims Trust’s earnings, if any,

whether taxable to the Future Claims Trust or to the Reorganized Debtor. The Known

Tort Claims Trustee and Future Claims Trustee shall each make any election and

provide any information as may be necessary for the Known Tort Claims Trust and

Future Claims Trust to qualify as a Qualified Settlement Funds. The Known Tort Claims

Trustee and Future Claims Trustee shall not take any action, or omit to take any action,

that could adversely affect the Known Tort Claims Trust’s or Future Claims Trust’s

qualification as a Qualified Settlement Fund. If permitted by the Treasury Regulations

or state law governing Qualified Settlement Funds, elections will be filed by or on behalf

of the Known Tort Claims Trust and the Future Claims Trust as necessary for each to

be treated as a grantor trust for federal or state income tax purposes.

6.5.10 Exclusive Jurisdiction and Venue in District Court. All
the operation, supervision, validity,

disputes and all other matters relating

to

enforcement, and interpretation of the Known Tort Claims Trust and Future Claims Trust

will be under the exclusive jurisdiction of the District Court. The District Court will have

the exclusive authority to decide all disputes or questions regarding the duties or

authority of the Known Tort Claims Trustee or Future Claims Trustee, the investment of

funds in the Known Tort Claims Trust or Future Claims Trust, and the payment of Tort

Claims.

6.5.11 Irrevocability. The Known Tort Claims Trust and Future Claims

Trust will each be irrevocable.

Page 41 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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6.5.12 Recordation. This Plan, the Known Tort Claims Trust Agreement,
and the Future Claims Trust Agreement may each be recorded in such places as the

Reorganized Debtor or the Future Claimants Representative deems necessary or

advisable.

6.5.13 Termination/Dissolution.

6.5.13.1 Known Tort Claims Trust Termination/Dissolution.
The Known Tort Claims Trust will terminate and be dissolved as soon as practicable

following the earlier to occur of the date on which (a) the Reorganized Debtor has paid

the Known Tort Claims Deposit to the Known Tort Claims Trust and all funds and other

assets held in the Known Tort Claims Trust have been distributed as required by the

Plan, or (b) all Unresolved Known Tort Claims have been Allowed or Disallowed and the

Allowed amounts of such Claims, together with interest thereon as provided herein,

have been paid in full. Prior to such termination and dissolution, the Known Tort Claims

Trustee shall seek and obtain an order from the District Court confirming that it is

appropriate to terminate and dissolve the Known Tort Claims Trust.

6.5.13.2 Future Claims Trust Termination/Dissolution. The
Future Claims Trust will terminate and be dissolved as soon as practicable following the

earlier to occur of the date on which (a) the Future Claims Note has been paid in full

and all funds and other assets held in the Future Claims Trust have been distributed as

required by the Plan, or (b) the Future Claims Bar Date has passed and each Future

Claim asserted by the Future Claims Bar Date pursuant to Section 5.5.2 of this Plan has

been Allowed or Disallowed and the Allowed amounts of all such Claims, together with

interest thereon as provided herein, have been paid in full. Prior to such termination

and dissolution, the Future Claims Trustee shall seek and obtain an order from the

Page 42 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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District Court confirming that it is appropriate to terminate and dissolve the Future

Claims Trust.

6.5.13.3 Winding Up/Distribution of Excess Funds. Upon entry
of the District Court’s order authorizing termination and dissolution of either the Known

Tort Claims Trust or Future Claims Trust, the trustee of the applicable trust will promptly

proceed to wind up the affairs of the trust. Upon termination of each trust, and provided

that all fees and expenses of the trustee (and, in the case of the Future Claims Trust, all

fees and expenses of the FCR) have been paid or provided for in full, the appropriate

trustee will deliver all funds and other investments remaining in the trust, including any

investment earnings thereon, to the Reorganized Debtor. Furthermore, if the Future

Claims Note and any collateral securing such note remains in possession of the trustee,

the trustee will deliver the original of the note and any letter of credit to the Reorganized

Debtor and will release any other collateral securing such note.





6.5.14 No Execution. All funds held in the Known Tort Claims
Trust and Future Claims Trust will remain property of the respective trust until such



times as the funds have actually been paid to and received by a Person or Entity

entitled to receive payment pursuant to the terms of this Plan and the Known Tort

Claims Trust Agreement or Future Claims Trust Agreement, as the case may be.

Payment of Unresolved Known Tort Claims and Future Claims will be governed solely

by this Plan and the Tort Claims Trust Agreement or Future Claims Trust Agreement, as

the case may be.



6.6

Insurance Claims Against Non-Settling Insurance Companies. The
Reorganized Debtor will succeed to the Debtor’s rights against the Non-Settling

Insurance Companies, including the right to receive all Insurance Recoveries thereon.

Nothing in this Plan shall be construed to impair, diminish, or impact in any way the

Page 43 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Debtor's or Reorganized Debtor's claims against

the Non-Settling

Insurance

Companies. Notwithstanding any other provision of this Plan, any of the Plan

Documents, or the Confirmation Order (including any other provision that purports to be

preemptory or supervening), all claims and defenses of the Debtor, the Reorganized

Debtor, any additional insured, and the Non-Settling Insurance Companies relating to

the Insurance Claims against the Non-Settling Insurance Companies, and all rights

(whether contractual or statutory) of the Debtor, the Reorganized Debtor, any additional

insured, and the Non-Settling Insurance Companies relating to the Insurance Policies

issued by the Non-Settling Insurance Companies, will remain unaffected by this Plan,

any of the Plan Documents, and the Confirmation Order. No provision of this Plan, any

of the Plan Documents, or the Confirmation Order will in any way operate to impair, or

have the effect of impairing, the Debtor’s, the Reorganized Debtor’s, additional

insured's, or the Non-Settling Insurance Companies’ legal, equitable, or contractual

rights relating to the Insurance Policies issued by the Non-Settling Insurance

Companies and Insurance Claims against the Non-Settling Insurance Companies in any

respect. The rights of the Debtor, the Reorganized Debtor, any additional insured, and

the Non-Settling Insurance Companies will be determined under the Insurance Policies

of the Non-Settling Insurance Companies, any action regarding Insurance Coverage,

any settlement agreement with respect to Insurance Claims, and non-bankruptcy law,

as applicable. For the purposes of determining Insurance Coverage provided by the

Non-Settling Insurance Companies, no provision of the Plan, any of the Plan

Documents, or the Confirmation Order will constitute a judgment, settlement, or other

resolution of any individual Tort Claim, nor have any effect of res judicata, issue

preclusion, or of collateral estoppel, on any individual Tort Claim. Notwithstanding

anything in this Plan, the Plan Documents, the Confirmation Order, or an Insurance

Page 44 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Policy to the contrary, where a Non-Settling Insurance Company pays in full a

settlement or final judgment on account of an individual Tort Claim to the Debtor or

Reorganized Debtor (including all related costs, defense costs, attorney fees and other

obligations the Insurance Company is required to pay under the applicable Insurance

Policy or Policies and applicable law), such payment will satisfy all of the Non-Settling

Insurance Company’s obligations to the Debtor, the Reorganized Debtor, and the Tort

Claimant under the applicable Insurance Policy or Policies on account of such Tort

Claim, regardless of the actual payment received by the Tort Claimant from the Debtor

or the Reorganized Debtor.

6.7 Contribution and Indemnity Claims of St. Mary’s Home and Catholic

Charities. The Reorganized Debtor will assume the Debtor’s contribution and/or
indemnity obligations to St. Mary’s Home, Inc. and Catholic Charities, Inc., as set forth

in the respective settlement agreements between the Debtor and such entities as such

settlements are approved by the Court.
7.



MEANS FOR IMPLEMENTATION OF THE PLAN
7.1 Settlement of Estate Property Litigation.
The Estate Property Litigation shall be settled in a manner consistent with the

Plan.





7.2 Structure of Reorganized Debtor.
The administration of

the Reorganized Debtor will continue as before

confirmation with the Archbishop being the sole director of the Reorganized Debtor.

However, the Reorganized Debtor will, not later than one-year following the Effective

Date, restructure under civil law the Archdiocese, the Parishes, and the Schools into

one or more charitable trusts, endowments, non-profit religious corporations, or other

charitable entities that are, under Oregon law, legally separate and distinct from the

Page 45 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Reorganized Debtor. Furthermore, the Reorganized Debtor will, as part of and as

required by such restructuring, transfer property between and among any existing or

newly created entities, so long as any such actions do not diminish the Reorganized

Debtor’s ability or obligation to make the payments required under the Plan or to

otherwise fulfill its obligations under the Plan Documents, nor diminish the Known Tort

Claims Trust’s or Future Claims Trust’s rights, or ability to enforce the Reorganized

Debtor's obligations, under the Plan and Plan Documents. The Parish and Parishioners

Committee will remain in existence following the Effective Date for the sole purpose of

ensuring that the transactions contemplated by this Section, as they affect Parishes, are

reasonably implemented. The Archbishop will consult the Parish and Parishioners
Committee in this regard; provided, however, that nothing herein is intended to diminish
the rights or alter the obligations of the Archbishop under ecclesiastical law with respect

to the restructuring. The Parish and Parishioners Committee will be entitled to retain

attorneys to represent it in regard thereto, and the Reorganized Debtor will pay the
reasonable fees and expenses of such attorneys as and when due.

7.3 Closing. Closing will be conducted in the offices of Sussman Shank LLP,
or at such other location designated by the Reorganized Debtor, on the Effective Date

for the purpose of the Reorganized Debtor executing and delivering the Plan

Documents and completing those actions necessary for the Reorganized Debtor to

establish the Known Tort Claims Trust and the Future Claims Trust and to fund the

Known Tort Claims Deposit and the Future Claims Deposit. As soon as practicable

after the conditions set forth in Section 8.1 have been satisfied or waived in accordance

with Section 8.2, the Reorganized Debtor will give written notice of the Closing to the

Tort Claimants Committee, the FCR, and any Claimant, Insurance Company, or other

Entity that will be directly involved in the Closing.

Page 46 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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7.4

Termination of Tort Claimants Committee. The Tort Claimants
Committee shall terminate as soon as practicable after both the Closing and the

Effective Date have occurred.



7.5 Continuation of Future Claimants Representative. Notwithstanding the
entry of the Confirmation Order or the occurrence of the Effective Date, the FCR shall

continue until he or his successor resigns or the Future Claims Trust is terminated in

accordance with the provisions of Section 6.5.13.2 of this Plan. From and after the

Effective Date, the FCR's duty shall be generally to represent the collective interests of

the Future Claimants with regard to their Future Claims, and their rights to receive

payment on account of their Future Claims from the Future Claims Trust as and when

they become Allowed. The FCR shall have no duty of any kind to give or offer legal

advice to any individual who is or contends he or she is a Future Claimant, make

available to any such individual an attorney or other professional person, or assist any

such individual in proving his or her own Future Claim or negotiating a settlement of

such Claim. In addition to the FCR's other powers, the FCR shall be empowered to (a)

retain counsel and other professional advisors; (b) act as an advisor to the Future

Claims Trustee; (c) enforce the Future Claims Trust Agreement and the other Future

Claims Plan Documents, or any provisions thereof, for the benefit of Future Claimants

through legal proceedings or otherwise; and (d) initiate, prosecute and defend any

appeal arising out of or relating to (i) the Confirmation Order or the Plan, (ii) any Future

Claims Plan Document, or (iii) any other order or judgment entered in or relating to the

Case. Upon resignation of the FCR or the termination of the Future Claims Trust,

without the necessity for any other or further action by any party and without court order,

the FCR shall be released and discharged from all further authority, duties,

responsibilities and obligations relating to or arising from or in connection with the Case

Page 47 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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or this Plan. All reasonable fees, costs and expenses of the FCR, including the fees

and expenses of the FCR's professionals, shall be Future Claims Administration

Expenses.

7.6 Performance of Obligations of the Reorganized Debtor. The

Reorganized Debtor will:

(a)

in the exercise of its business judgment, review all Claims

filed against the Estate and, if advisable, object to such Claims;

(b)

in

the exercise of

its business

judgment,

investigate,

prosecute, settle, or dismiss all Debtor Actions and Insurance Claims not otherwise

resolved prior to or under this Plan. Unless otherwise provided in this Plan or the Plan

Documents, the Reorganized Debtor will be entitled to receive all Debtor Action

Recoveries and Insurance Recoveries;

(c) honor the obligations of the Debtor under the Insurance

Policies of the Non-Settling Insurance Companies and applicable non-bankruptcy law;

(d) honor the obligations of the Debtor arising under any

settlement agreement between the Debtor and any Settling Insurance Company that

has been approved by the Bankruptcy Court;

(e)

after the Effective Date and Closing, take all reasonable

steps to record as soon as reasonably possible in the real property records of each

county where any Parish or School property is located, a notice that the Reorganized

Debtor holds in trust all Parish and School real property listed in the Debtor’s Statement

of Financial Affairs as property held for another and of the Reorganized Debtor’s intent

under Section 7.2 of this Plan to restructure the Archdiocese, Parishes, Schools, and

their assets, into one or more charitable trusts, endowments, non-profit religious

corporations, or other charitable entities and to transfer such property between and

Page 48 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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among those entities or any newly created entity as may be required by the

restructuring; and,

(f)

perform all of its obligations under this Plan and Plan

Documents, in each case, as and when the same become due or are to be performed.





7.7 Objections to Claims.
Objections to a Claim, as to which no objection is pending as of the Effective

Date, must be filed by the Claims Objection Bar Date. Objections to such Claims may

be filed by the Reorganized Debtor, any Claimant, the Non-Settling Insurance

Companies, or any other party in interest.



7.8 Provisions Governing Distributions.




7.8.1 Distribution Only to Holders of Allowed Claims. Except as
otherwise provided in this Section 7.8.1, distributions under this Plan and the Plan

Documents will be made only to the holders of Allowed Claims. Until a Disputed Claim

becomes an Allowed Claim, the holder of that Disputed Claim will not receive any

distribution otherwise provided to the Claimants under this Plan or the Plan Documents.

If necessary in determining the amount of a Pro Rata distribution due to the holders of

Allowed Claims in any class, the Reorganized Debtor, the Known Tort Claims Trustee,

or Future Claims Trustee, as applicable, will make the Pro Rata calculation as if all

Unresolved Claims were Allowed Claims in the full amount claimed or in the Estimated

Amount. When an Unresolved Claim in any class becomes an Allowed Claim, the

Reorganized Debtor, the Known Tort Claims Trustee, or the Future Claims Trustee, as

applicable, will make distributions with respect to such Allowed Claim, together with any

allowable interest accrued on the amount of each such distribution to the date thereof,

net of any setoff contemplated by the order, if any, allowing such Claim and/or any

required withholding of applicable federal and state taxes.

Page 49 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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7.8.2 Transmittal of Distributions. Except as otherwise provided in this
Plan, in the Plan Documents, or in an order of the Bankruptcy Court, distributions to be

made under this Plan or the Plan Documents to Claimants holding Allowed Claims will,

in each case, be made by the Reorganized Debtor, the Known Tort Claims Trustee, or

the Future Claims Trustee, as applicable, by first class United States mail, postage

prepaid, (a) to the latest mailing address set forth in a proof of claim filed with the

Claims Agent or the Bankruptcy Court by or on behalf of such Claimant, or to such other

address as may be provided to the Reorganized Debtor, the Known Tort Claims

Trustee, or Future Claims Trustee, as applicable, by such Claimant in writing, or (b) if no

such proof of claim has been filed and no written notice setting forth a mailing address

is provided by or on behalf of such Claimant to the Reorganized Debtor, the Known Tort

Claims Trustee, or Future Claims Trustee, as applicable, to the mailing address set forth

in the schedules filed by the Debtor in this Case. If a Claimant's distribution is not

mailed or is returned to the Reorganized Debtor, the Known Tort Claims Trustee, or the

Future Claims Trustee because of the absence of a proper mailing address, the

Reorganized Debtor, the Known Tort Claims Trustee or the Future Claims Trustee, as

the case may be, shall make a reasonable effort to locate or ascertain the correct

mailing address for such Claimant from information generally available to the public and

from such party's own records, but shall not be liable to such Claimant for having failed

to find a correct mailing address.

7.8.3 Timing of Distributions. Unless otherwise agreed by the
Reorganized Debtor, the Known Tort Claims Trustee, or the Future Claims Trustee, as

applicable, and the recipient of a distribution under this Plan or the Plan Documents,

whenever any payment to be made is due on a day other than a Business Day, such

Page 50 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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payment will instead be made on the next Business Day, with interest to the extent

expressly contemplated by this Plan or any applicable agreement or instrument.

7.8.4 Form of Distributions.

Unless otherwise agreed by

the

Reorganized Debtor, the Known Tort Claims Trustee, or the Future Claims Trust, as

applicable, and the recipient of a distribution under this Plan or the Plan Documents, (a)

cash payments in excess of two hundred fifty thousand dollars ($250,000) to be made

by the Reorganized Debtor, the Known Tort Claims Trustee, or Future Claims Trustee

will be made by wire transfer, provided the payee will have delivered specific wire

transfer instructions to the Reorganized Debtor, the Known Tort Claims Trustee, or the

Future Claims Trustee, as applicable, not less than five Business Days prior to the date

on which such payment is to be made; and (b) all other cash payments to be made by

the Reorganized Debtor, the Known Tort Claims Trustee, or Future Claims Trustee

pursuant to this Plan or the Plan Documents will be made, at the option of the

Reorganized Debtor, Known Tort Claims Trustee, or Future Claims Trustee, by a check

or wire transfer.





7.8.5 Tax Identification Numbers. Prior to receiving any distribution
under this Plan, the Known Tort Claims Trust Agreement, or Future Claims Trust

Agreement, each Claimant, and their attorney, if any, will each provide the Reorganized

Debtor, the Known Tort Claims Trustee, or Future Claims Trustee, as applicable, with

written notification or confirmation of their respective federal tax identification number or

social security number on Internal Revenue Service Form W-9.





7.8.6 No Professional Fees or Expenses. No professional fees or
expenses incurred by a Claimant will be paid by the Debtor, the Reorganized Debtor,

the Known Tort Claims Trustee, or the Future Claims Trustee with respect to any Claim

except as specified in this Plan, the Known Tort Claims Trust Agreement, or Future

Page 51 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Claims Trust Agreement, and as Allowed by Final Order of the Bankruptcy Court or

District Court, as applicable.





7.9 Closing of the Case.
As soon as practicable after the Effective Date, when the Reorganized Debtor

deems appropriate, the Reorganized Debtor shall seek authority from the Court to close

the Case in accordance with the Bankruptcy Code and the Bankruptcy Rules; provided,

however, that entry of a final decree closing the Case shall, whether or not specified

therein, be without prejudice to the right of the Reorganized Debtor or other party in

interest to reopen the Case for any matter over which the Court or District Court has

retained jurisdiction under this Plan. Any order closing this Case will provide that the

Bankruptcy Court or District Court, as appropriate, (i) will retain jurisdiction to enforce,

by injunctive relief or otherwise, the Confirmation Order, any other orders entered in this

Case, and the obligations created by this Plan and the Plan Documents; and (ii) will

retain all other jurisdiction and authority granted to it under this Plan and the Plan

Documents.
8.

CONDITIONS PRECEDENT.
8.1 Conditions to Effectiveness. The Effective Date will not occur and the
Plan will not become effective unless and until each of the following conditions have

been satisfied or waived in accordance with Section 8.2. of this Plan:

(a)

the Bankruptcy Court shall have entered an order pursuant to Rule

23 of the Federal Rules of Civil Procedure approving the settlement of the Estate

Property Litigation;

(b)

the Bankruptcy Court shall have entered a Final Order or Final

Orders approving all settlement agreements between the Debtor and the Settling

Insurance Companies and any appropriate judgments consistent therewith;

Page 52 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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(c)

the Bankruptcy Court shall have entered such orders as may be

necessary or appropriate to approve the settlements between the Debtor and those

Claimants who have settled their Claims;

(d)

the Bankruptcy Court shall have entered the Confirmation Order in

form and substance reasonably acceptable to the Proponents and Allied Irish Banks,

p.l.c., which shall, among other things, approve the Plan Documents required to

consummate the Closing; and,

(e)

no stay of the Confirmation Order shall be in effect at the time the

other conditions set forth in this Section 8.1 are satisfied or waived.

8.2 Waiver of Conditions. Any condition set forth in Section 8.1 of this Plan

may be waived by the mutual consent of the Proponents.
9.

EFFECTS OF PLAN CONFIRMATION.
9.1 Discharge. Except as otherwise expressly provided in this Plan, in the
Plan Documents, or in the Confirmation Order, on the Effective Date pursuant to

Section 1141(d) of the Bankruptcy Code, the Debtor (including the Archdiocese, the

Parishes, and the Schools) and the Reorganized Debtor will be discharged from all

liability on any and all Claims and Debts, known or unknown, whether or not giving rise

to a right to payment or an equitable remedy, that arose, directly or indirectly, from any

action, inaction, event, conduct, circumstance, happening, occurrence, agreement, or

obligation of the Debtor (including the Archdiocese, the Parishes, and the Schools), or

the Debtor’s Representatives before the Effective Date, or that otherwise arose before

the Effective Date, including, without limitation, all interest, if any, on any such Claims

and Debts, whether such interest accrued before or after the date of commencement of

this Case, and including, without limitation, all Claims and Debts based upon or arising

out of Child Abuse or Sexual Misconduct, and from any liability of the kind specified in

Page 53 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Sections 502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not a proof of

claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, such Claim

is Allowed under this Plan, or the holder of such Claim has accepted this Plan.

Notwithstanding the foregoing, (i) nothing herein will impair or release the obligations of

any Non-Settling Insurance Company with respect to the Claims; and (ii) obligations

arising under any settlement agreement between the Debtor and any Settling Insurance

Company approved by the Bankruptcy Court will not be discharged.



9.2 Vesting. Except as otherwise expressly provided in this Plan or in the
Confirmation Order, on the Effective Date, the Reorganized Debtor will be vested with

all of the property of the Estate free and clear of all Claims, liens, encumbrances,

charges and other interests of Creditors and Claimants. As of the Effective Date, the

Reorganized Debtor may hold, use, dispose, and otherwise deal with such property and

conduct its affairs, in each case, free of any restrictions imposed by the Bankruptcy

Code or by the Bankruptcy Court, other than those restrictions expressly imposed by

the Plan, the Confirmation Order, or the Plan Documents.

9.3 Exculpation And Limitation Of Liability. None of the Released

Parties will have or incur any liability to, or be subject to any right of action by,
any holder of a Claim, any other party in interest, or any of their respective
agents, employees, representatives, financial advisors, attorneys, or affiliates, or
any of their successors or assigns, for any act or omission in connection with,
relating to, or arising out of the Case, including the exercise of their respective
business judgment and the performance of their respective fiduciary obligations,
the pursuit of confirmation of the Plan, or the administration of the Plan, except
liability for their willful misconduct or gross negligence, and in all respects, such

Page 54 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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parties will be entitled to reasonably rely upon the advice of counsel with respect
to their duties and responsibilities under the Plan or in the context of the Case.

9.4

Injunction Against Prosecution of Claims Against Settling Insurance
Companies. In consideration of the undertakings of the Settling Insurance
Companies pursuant to their respective settlements with the Debtor, including
any of the Settling Insurance Companies’ purchases of their Insurance Policies
from the Debtor free and clear of Claims and interests pursuant to Section 363(f)
of the Bankruptcy Code, and to further preserve and promote the agreements
between the Debtor and the Settling Insurance Companies and the protections
afforded the Settling Insurance Companies thereunder, and pursuant to Sections
363 and 105 of the Bankruptcy Code, all Persons or Entities which have held or
asserted, which hold or assert or which may in the future hold or assert an
Enjoined Claim are hereby permanently stayed, enjoined, and restrained from
taking any action directly or indirectly for the purposes of asserting, enforcing or
attempting to assert or enforce any Enjoined Claim, including: (i) commencing or
continuing in any manner any action or other proceeding of any kind with respect
to any Enjoined Claim against any Settling Insurance Company, its predecessors,
successors, and assigns, or their respective officers and directors, or against the
property of any Settling Insurance Company, its predecessors, successors, and
assigns, or their respective officers and directors; (ii) enforcing, attaching,
collecting or recovering, by any manner or means, from any Settling Insurance
Company, its predecessors, successors, and assigns, or their respective officers
and directors, or from the property of any Settling Insurance Company, its
predecessors, successors, and assigns, or their respective officers and directors,
with respect to any such Enjoined Claim, any judgment, award, decree or order

Page 55 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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against the Debtor or other Person or Entity; (iii) creating, perfecting or enforcing
any lien of any kind against any Settling Insurance Company, its predecessors,
successors, and assigns, or their respective officers and directors, or the
property of any Settling Insurance Company, its predecessors, successors, and
assigns, or their respective officers and directors, with respect to any such
Enjoined Claim; and (iv) asserting, implementing or effectuating any Enjoined
Claim of any kind against (1) any obligation due any Settling Insurance Company,
its predecessors, successors, and assigns, or their respective officers and
directors, (2) any Settling Insurance Company, its predecessors, successors, and
assigns, or their respective officers and directors, or (3) the property of any
Settling Insurance Company, its predecessors, successors, and assigns, or their
respective officers or directors, with respect to any such Enjoined Claim.
Term of Injunctions or Stays and Confirmation of Settlements With

Settling Insurance Companies. All injunctions or stays provided for in this Plan, the
injunctive provisions of Sections 524 and 1141 of the Bankruptcy Code, and all

9.5

injunctions or stays protecting a Settling Insurance Company and its predecessors,

successors, and assigns that has purchased its Insurance Policy or Policies from the

Debtor in a Section 363 Sale, are permanent and will remain in full force and effect

following the Effective Date. Debtor’s settlement agreements with the Settling

Insurance Companies previously authorized by the Bankruptcy Court are hereby

affirmed and any obligations of Debtor with respect to such settlement agreements shall

be assumed by the Reorganized Debtor on the Effective Date.



9.6 Dismissal of Appeals from Bar Date Order and FCR Order. As soon
as is practicable after the Effective Date, all appeals relating to the Claims Bar Date

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REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Order and FCR Order will be dismissed with prejudice and without costs or attorney’s

fees to any party.



9.7 Release of Fraudulent Transfer Claims. On the Effective Date, all
fraudulent transfer claims, including those arising under Sections 549 and 550 of the

Bankruptcy Code, against each of the Settling Insurance Companies or any entity

obtaining a release under any settlement agreement approved by the Bankruptcy Court

between the Debtor and any of the Settling Insurance Companies will be deemed

released.
10.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.
10.1 Assumed Employee and Retiree Benefit Plans and Collective
Bargaining Agreements. To the extent such agreements or plans have not been
previously assumed, all employee and retiree benefit plans and all collective bargaining

agreements will be deemed assumed by the Reorganized Debtor on the Effective Date.
10.2 General; Assumed if Not Rejected. Subject to the requirements of
Section 365, all executory contracts and unexpired leases of the Debtor that have not



been rejected by order of the Bankruptcy Court or are not the subject of a motion to

reject pending on the Confirmation Date will be deemed assumed by the Reorganized

Debtor on the Effective Date. If any party to an executory contract or unexpired lease

that is being assumed objects to such assumption, the Bankruptcy Court may conduct a

hearing on such objection on any date that is either mutually agreeable to the parties or

fixed by the Bankruptcy Court. All payments to cure defaults that may be required

under Section 365(b)(1) of the Bankruptcy Code will be made by the Reorganized

Debtor. In the event of a dispute regarding the amount of any such payments, or the

ability of the Debtor to provide adequate assurance of future performance, the

Page 57 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Reorganized Debtor will make any payments required by Section 365(b)(1) of the

Bankruptcy Code after the entry of the Final Order resolving such dispute.



10.3 Claims for Contract Rejection. All proofs of claim with respect to Claims
arising from the rejection of executory contracts or unexpired leases pursuant to

Section 10.2 of this Plan must be filed with the Bankruptcy Court within 30 days after

the Effective Date or such Claims will be forever barred. If any order providing for the

rejection of an executory contract or unexpired lease (other than rejection effected

pursuant to Section 10.2 of this Plan) did not provide a deadline for the filing of Claims

arising from such rejection, proofs of claim with respect thereto must be filed within 30

days after the later to occur of (a) the Effective Date or, (b) if the order is entered after

the Effective Date, the date such order becomes a Final Order, or such Claims will be

forever barred.
11. MISCELLANEOUS PROVISIONS.

11.1 Retention of Jurisdiction. Notwithstanding entry of the Confirmation
Order or the occurrence of the Effective Date, and except as otherwise specifically set

forth in this Section 11.1, the Bankruptcy Court will retain jurisdiction over all matters

arising under, in furtherance of, or in connection with this Plan, including those matters

specifically described in this Section 11.1 below. The District Court shall have exclusive

jurisdiction over those matters specifically set forth in Sections 6.4.4 and 6.5.10 of the

Plan.

The matters over which the Bankruptcy Court shall retain jurisdiction include:

(a)

the determination of objections to Disputed Claims, provided that

(i) those State Courts that on the Effective Date are exercising jurisdiction over

Unresolved Known Tort Claims shall retain jurisdiction for purposes of resolving such

Claims, and (ii) the District Court shall have and retain jurisdiction for finally resolving all

Page 58 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Unresolved Known Tort Claims that on the Effective Date are not under the jurisdiction

of State Courts and for determining and resolving all Future Claims;

(b)

the determination of requests for payment of Claims entitled to

priority under Section 507 of the Bankruptcy Code, including compensation of and

reimbursement of expenses of parties entitled thereto;

(c)

subject to the District Court’s exclusive jurisdiction over those

matters set forth in Section 6.5.10 of the Plan, the resolution of controversies and

disputes regarding interpretation and implementation of this Plan and the Plan

Documents;

(d)

subject to the District Court’s exclusive jurisdiction over those

matters set forth in Section 6.5.10 of the Plan, the granting of relief in aid of this Plan

and the Plan Documents including, without limitation, the entry of appropriate orders

(which may include contempt or other sanctions) to protect the Reorganized Debtor, the

Settling Insurance Companies, and the Released Parties from actions prohibited under

this Plan or the Plan Documents;

(e)

(f)

amendments to and modifications of this Plan;

subject to the limitations and exclusions described above, the

determination of any and all applications, adversary proceedings, and contested or

litigated matters pending on the Effective Date; and

(g)

the closure of this Case pursuant to Section 7.9 of this Plan.

11.2 Modification of Plan. The Proponents reserve the right, in accordance
with the Bankruptcy Code, to amend, modify or withdraw this Plan prior to the entry of

the Confirmation Order. After the entry of the Confirmation Order, the Proponents may,

upon order, amend or modify this Plan in accordance with Section 1127(b) of the

Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in

Page 59 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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this Plan in such manner as may be necessary to carry out the purpose and intent of

this Plan.



11.3 Severability. In the event of a successful collateral attack on any
provision of this Plan (i.e., an attack other than through a direct appeal of the

Confirmation Order), the remaining provisions of this Plan will remain binding on the

Debtor, the Reorganized Debtor, all Claimants, all Creditors, and all other parties in

interest.



11.4

Post-Confirmation Professional Fees and Expenses. All professional
fees and expenses incurred or payable by the Reorganized Debtor after the Effective

Date will be paid in the ordinary course of business of the Reorganized Debtor without

the need for approval of the Bankruptcy Court or the District Court. The Bankruptcy

Court and the District Court, as applicable, will retain jurisdiction to resolve any dispute

with respect to such fees or expenses upon application by the affected professional or

the Reorganized Debtor.



11.5 Headings. The headings of the sections and paragraphs of this Plan are

inserted for convenience only and will not affect the interpretation hereof.



11.6 Computation of Time Periods. In computing any period of time
prescribed or allowed by this Plan, the day of the act, event, or default from which a

designated period of time begins to run will not be included. The last day of the period

so computed will be included so long as it is a Business Day. When the period of time

prescribed or allowed is less than 11 days, any day that is not a Business Day will be

excluded in the computation.



11.7 Notices. All notices or requests to the Reorganized Debtor in connection
with this Plan shall be in writing and served either by (i) United States mail, postage

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REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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prepaid, (ii) hand delivery, or (iii) reputable overnight delivery service, all charges

prepaid, and shall be deemed given when received by the following parties:

Archdiocese of Portland in Oregon
2838 East Burnside
Portland, OR 97214
Attn: Director Of Business Affairs
With copies to:

Sussman Shank LLP
1000 SW Broadway, Suite 1400
Portland, OR 97205
Attention: Thomas W. Stilley

All notices and requests to a Person or Entity holding any Claim will be sent to

them at their last known address or to the last known address of their attorney of record.

The Debtor or Reorganized Debtor and any holder of a Claim may designate in writing

any other address, which designation will be effective upon actual receipt by the Debtor

or the Reorganized Debtor, or by the holder of the Claim. Any Person or Entity entitled

to receive notice under this Plan will have the obligation to provide the Reorganized

Debtor with such Person’s or Entity’s current address for notice purposes. The

Reorganized Debtor will have no obligation to attempt to locate a more current address

in the event any notice proves to be undeliverable to the most recent address which has

been provided to the Reorganized Debtor.

11.8 Post-Confirmation Court Approval. Any action requiring Bankruptcy
Court, District Court, or State Court approval after the Effective Date will require the

Person or Entity seeking such approval to file an application, motion, or other request

with the Bankruptcy Court, District Court, or State Court, as applicable, and obtain a

Final Order approving such action before the requested action may be taken. The

Person or Entity filing such application, motion, or other request shall serve such

application, motion, or other request, together with a notice setting forth the time in

Page 61 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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which objections must be filed with the court, on the Reorganized Debtor, all Tort

Claimants having filed Claims or a lawsuit asserting a Claim (or having given written

notice to the Reorganized Debtor in the case of Future Claims) whose Claims have not

been paid in full, the Future Claimants Representative, the Known Tort Claims Trustee,

and the Future Claims Trustee by first-class mail, electronic mail, overnight courier,

facsimile, or hand delivery. Unless the court orders otherwise, all notices shall provide

the recipients at least 20 days (plus 3 days if served by mail) in which to file an objection

to the application, motion, or other request. If no objection is timely filed, the court may

authorize the proposed action without further notice or a hearing. If an objection is

timely filed, the court will determine whether to conduct a hearing, or to require the

submission of further documentation, prior to ruling on the application, motion, or other

request.
11.9 Election Pursuant to Section 1129(b) of the Bankruptcy Code. The

Proponents hereby request confirmation of the Plan pursuant to Section 1129(b) of the

Bankruptcy Code if the requirements of all provisions of Section 1129(a) of the

Bankruptcy Code, except paragraph (a)(8) thereof, are met with regard to the Plan. In

determining whether the requirements of Section 1129(a)(8) of the Bankruptcy Code

have been met, any Class or subclass of a Class that does not contain as an element

thereof an Allowed Claim or a Claim temporarily allowed under Bankruptcy Rule 3018

as of the date fixed by the Bankruptcy Court for filing acceptances or rejections of this

Plan shall be deemed deleted from this Plan for purposes of voting to accept or reject

this Plan and for purposes of determining acceptance or rejection of this Plan by such

Class or subclass.



11.10 Consummation of the Plan. The Proponents reserve the right to request
that the Confirmation Order include (i) a finding by the Court that Bankruptcy Rule

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REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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3020(e) shall not apply to the Confirmation Order, and (ii) the Court's authorization for

the Proponents to consummate the Plan immediately after entry of the Confirmation

Order.



11.11 Exemption from Transfer Taxes. Pursuant to Section 1146(c) of the
Bankruptcy Code, the delivery of any deed or other instrument of transfer under, in

furtherance of, or in connection with this Plan, whether occurring prior or subsequent to

the Confirmation Date, including any deeds, bills of sale or assignments executed in

connection with any disposition of assets contemplated by this Plan, shall not be subject

to any stamp tax, real estate transfer tax, excise tax, sales tax, use tax or other similar

tax.



11.12 Waivers. Except as otherwise provided in the Plan or in the Confirmation
Order, any term of the Plan may be waived by the party benefited by the term to be

waived.



11.13 Setoffs, Recoupments and Defenses. Nothing contained in the Plan
shall constitute a waiver or release by the Debtor of any rights of setoff or recoupment,

or of any defense, it may have with respect to any Claim (including, without limitation,

rights under Section 502(d)) of the Bankruptcy Code. Except as otherwise provided in

the Plan or in the Confirmation Order or in agreements previously approved by a Final

Order, the Reorganized Debtor may, but will not be required to, set off against any

Claim or any distributions with respect to such Claim any and all of the claims, rights

and causes of action of any nature that the Debtor or the Reorganized Debtor, as

applicable, may hold against the holder of such Claim; provided, however, that neither

the failure to effect such a setoff, the allowance of any Claim hereunder, the payment of

any distribution hereunder or any other action or omission of the Reorganized Debtor,

nor any provision of the Plan, shall constitute a waiver or release by the Debtor or the

Page 63 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Reorganized Debtor, as applicable, of any such claims, rights and causes of action that

the Debtor or the Reorganized Debtor, as applicable, may possess against such holder.
11.14 Compromise of Controversies. In consideration for the classification,
distributions and other benefits provided under the Plan, the provisions of the Plan shall



constitute a good faith compromise and settlement of all Claims or controversies

resolved pursuant to the Plan. The entry of the Confirmation Order shall constitute the

Court's approval of each of the compromises and settlements provided for in the Plan,

and the Court's findings shall constitute its determination under the standards of

Bankruptcy Rule 9019 that such compromises and settlements are in the best interests

of the Debtor and the Estate. The Debtor expressly reserves the right (with Court

approval, following appropriate notice and opportunity for a hearing) to compromise and

settle other Claims and Debtor Actions up to and including the Effective Date.



11.15 Withdrawal or Revocation of the Plan. The Proponents reserve the
right to revoke or withdraw the Plan prior to the Confirmation Date. If the Plan is

revoked or withdrawn, or if the Confirmation Date does not occur, the Plan shall have no

force and effect and in such event nothing contained herein shall be deemed to

constitute a waiver or release of any claims by or against the Estate or any other Person

or Entity, or to prejudice in any other manner the rights of the Proponents, or any of

them, or any other entity in further proceedings involving the Debtor and specifically

shall not modify or affect the rights of any party under any prior orders of the Court.



11.16 Default. Except as otherwise provided in the Plan or in the Confirmation
Order, in the event that the Reorganized Debtor, the Known Tort Claims Trustee or the

Future Claims Trustee shall default in the performance of any of their obligations under

the Plan or under any of the Plan Documents and shall not have cured such a default

within any applicable cure period (or, if no cure period is specified in the Plan or Plan

Page 64 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Documents or in any instrument issued to or retained by a Claimant under the Plan,

then within 30 days after receipt of written notice of default), then the entity to whom the

performance is due may pursue such remedies as are available at law or in equity. An

event of default occurring with respect to one Claim shall not be an event of default with

respect to any other Claim.



11.17 Filing and Payment of Allowed Administrative Claims. All requests for
the payment of Administrative Claims, including applications for the compensation of the

FCR and Chapter 11 Professionals, must be filed with the Bankruptcy Court no later

than 30 days after the Effective Date or at such time as the Bankruptcy Court may

otherwise order. Once a Final Order is entered Allowing a Disputed Administrative

Claim, the Reorganized Debtor will pay such Claim in accordance with this Plan.



11.18 Payment of United States Trustee Fees. All fees due to the United
States Trustee pursuant to 28 USC §1930(a) accruing after the Effective Date will be

paid by the Reorganized Debtor as and when they become due and will be based on

the Reorganized Debtor’s total disbursements, including ordinary course of business

disbursements as well as disbursements made directly to Claimants under this Plan.

Such fee obligations will not terminate until this Case is converted or dismissed, or until

this Case is no longer pending upon entry of a Final Order closing this Case, whichever

first occurs.



11.19 Governing Law. Except to the extent that federal law (including the
Bankruptcy Code or Bankruptcy Rules) is applicable, the rights and obligations arising

under the Plan or under the Plan Documents shall be governed by and construed and

enforced in accordance with the laws of the State of Oregon without giving effect to the

principles of conflicts of laws thereof.

Page 65 of 67 – THIRD AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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11.20 Reservation of Rights. If the Plan is not confirmed by a Final Order, or if
the Plan is confirmed and the Effective Date does not occur, the rights of all parties in

interest in the Case are and will be reserved in full. Any concessions or settlement

reflected herein, if any, are made for purposes of the Plan only, and if the Plan does not

become effective, no party in interest in the Case shall be bound or deemed prejudiced

by any such concession or settlement.



11.21 Plan Controls. To the extent any provision of the Plan Documents is

inconsistent with this Plan, the provisions of the Plan shall control.



11.22 Successors and Assigns. The Plan shall be binding upon and inure to
the benefit of the Debtor, the Reorganized Debtor, all Claimants and all other parties in

interest affected thereby and their respective successors, heirs, legal representatives

and assigns.



11.23 Exhibits. All Exhibits to this Plan are incorporated into and are a part of

this Plan as if set forth in full herein.

DATED: April 9, 2007

{SIGNATURES TO FOLLOW}






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REORGANIZATION OF DEBTOR, TORT CLAIMANTS COMMITTEE, FUTURE
CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)

SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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ROMAN CATHOLIC ARCHBISHOP OF PORTLAND IN OREGON,
and successors, a corporation sole,

/s/ John G. Vlazny
__________________
By: John G. Vlazny
Its: Sole Director

TORT CLAIMANTS COMMITTEE

/s/ Donn Christiansen
__________________
By: Donn Christiansen, Chairperson

PARISH AND PARISHIONERS
COMMITTEE
/s/ John Rickman
________________________________
By: John Rickman, Chairperson
















FUTURE CLAIMANTS
REPRESENTATIVE

/s/ David A. Foraker
__________________
By: David A. Foraker

SUSSMAN SHANK LLP

/s/ Thomas W. Stilley
_______________
By: Thomas W. Stilley, OSB No. 88316
Attorneys for Roman Catholic
Archbishop of Portland in Oregon,
and successors, a corporation sole

GREENE & MARKLEY PC

/s/ David A. Foraker
________________________________
By: David A. Foraker, OSB No. 81228
Attorneys for Future Claimants
Representative








TONKON TORP LLP

/s/ Albert N. Kennedy
________________________________
By: Albert N. Kennedy, OSB No. 82142
Attorneys for Tort Claimants
Committee

PERKINS COIE LLP

/s/ Douglas R. Pahl
__________________________________
By: Douglas R. Pahl, OSB No. 95047
Attorneys for Parish and Parishioners
Committee




F:\CLIENTS\14961\004\PLAN & DISCLOSURE STATEMENT\P-THIRD AMENDED JOINT PLAN (FINAL FORM).DOC

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CLAIMANTS REPRESENTATIVE, AND PARISH AND PARISHIONERS
COMMITTEE (Dated April 9, 2007)



SUSSMAN SHANK LLP, ATTORNEYS AT LAW

1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089

TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130

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Case 04-37154-elp11 Doc 5005 Filed 04/09/07

Case 04-37154-elp11 Doc 5005 Filed 04/09/07

Case 04-37154-elp11 Doc 5005 Filed 04/09/07

Case 04-37154-elp11 Doc 5005 Filed 04/09/07

Case 04-37154-elp11 Doc 5005 Filed 04/09/07







CERTIFICATE OF SERVICE

I, Janine E. Hume declare as follows:

I am employed in the County of Multnomah, State of Oregon; I am over the age

of eighteen years and am not a party to this action; my business address is 1000 SW

Broadway, Suite 1400, Portland, Oregon 97205-3089, in said County and State.



I certify that on April 9, 2007, I determined from the United States Bankruptcy

Court for the District of Oregon’s electronic case filing system that the following
parties will be served electronically via ECF the THIRD AMENDED AND RESTATED
JOINT PLAN OF REORGANIZATION OF DEBTOR, TORT CLAIMANTS
COMMITTEE, FUTURE CLAIMANTS REPRESENTATIVE, AND PARISH AND
PARISHIONERS COMMITTEE (Dated April 9, 2007) to:




The parties on the list attached hereto.
I swear under penalty of perjury that the foregoing is true and correct to the best

of my knowledge, information, and belief.



Dated: April 9, 2007.






F:\CLIENTS\14961\004\CERTIFICATES OF SERVICE AND RELATED INFORMATION\CERTMASTER (FOR MONDAY).DOC

/s/ Janine E. Hume
___________________________________________
Janine E. Hume, Legal Assistant

















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CERTIFICATE OF SERVICE - Page 1

SUSSMAN SHANK LLP
ATTORNEYS AT LAW
1000 SW BROADWAY, SUITE 1400
PORTLAND, OREGON 97205-3089
TELEPHONE (503) 227-1111
FACSIMILE (503) 248-0130


Case 04-37154-elp11 Doc 5005 Filed 04/09/07

Pamela Griffith
U.S. Trustee’s Office
620 SW Main Street, Rm. 213
Portland, OR 97205
(VIA ECF)

Robert J. Vanden Bos
Vanden Bos & Chapman
Suite 520
319 SW Washington St.
Portland, OR 97204
(VIA ECF)

William C. Tharp
Greener Banducci Shoemaker P.A.
815 West Washington
Boise, ID 83702
(VIA ECF)

Brad T. Summers
Daniel R. Webert
Ball Janik LLP
Suite 1100, 101 SW Main St.
Portland, OR 97204
(VIA ECF)

Bradley S. Copeland
Loren S. Scott
Arnold Gallagher, et al.
PO Box 1758
Eugene, OR 97440-1758
(VIA ECF)

James Ray Streinz
1100 SW Sixth Avenue
Suite 1600
Portland, OR 97204
(VIA ECF)


Thomas Dulcich
Schwabe Williamson & Wyatt PC
1600-1900 Pacwest Ctr
1211 SW 5th Ave.
Portland, OR 97204
(VIA ECF)

Teresa Pearson
Thomas Sand
Miller Nash LLP
Suite 3500, 111 SW 5th Ave.
Portland, OR 97204
(VIA ECF)

Scott L. Jensen
Brownstein Rask et al.
1200 SW Main Building
Portland, OR 97205
(VIA ECF)

David A Foraker, Future Claimants
Representative
Greene & Markley, PC
Suite 600, 1515 SW 5th Ave.
Portland, OR 97201
(VIA ECF)

Fred C. Ruby
Department of Justice
1162 Court Street NE
Salem, OR 97301
(VIA ECF)

Tort Claimants Committee
c/o Albert N. Kennedy
Tonkon Torp LLP
Suite 1600, 888 SW 5th Ave.
Portland, OR 97204
(VIA ECF)

Thomas W. Brown
Cosgrave Vergeer Kester LLP
805 SW Broadway, 8th Floor
Portland, OR 97205
(VIA ECF)













Peter C. McKittrick
Farleigh Wada & Witt PC
Suite 600
121 SW Morrison St.
Portland, OR 97204
(VIA ECF)

Richard Anderson
Anderson & Monson
Park Plaza West, Suite 460
10700 SW Beaverton-Hillsdale Hwy.
Beaverton, OR 97005
(VIA ECF)

Jan Sokol
John Spencer Stewart
Stewart Sokol & Gray
2300 SW 1st Avenue, Ste 200
Portland, OR 97201
(VIA ECF)

Neil T. Jorgenson
Attorney at Law
520 SW Sixth Avenue, Suite 820
Portland, OR 97204
(VIA ECF)

ACE Property & Casualty Insurance
c/o Joseph A. Field
Field & Associates
610 SW Alder St, Suite 910
Portland, OR 97205
(VIA ECF)

Erin K. Olson
2905 NE Broadway St.
Portland, OR 97232-1760
(VIA ECF)