FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER UNDER 11 U.S.C. § 1129 CONFIRMING DEBTOR'S FIFTH AMENDED JOINT PLAN OF REORGANIZATION

BARBARA J. HOUSER, Bankruptcy Judge.

WHEREAS, on June 8, 2015, Couture Hotel Corporation a/k/a Hugh Black—St Mary Enterprises, Inc. (the "Debtor") debtor and debtor-in-possession in the above-referenced case, filed its Second Amended Plan of Reorganization (the "Second Amended Plan")[Docket No. 261]1 and the Second Amended Disclosure Statement in Support of Debtor's Second Amended Plan [Docket No. 262]; and

WHEREAS, on June 10, 2015, the Debtor filed its Second Amended Disclosure Statement, as Modified, in Support of Second Amended Plan of Reorganization (the "Disclosure Statement")[Docket No. 264]; and

WHEREAS, on June 10, 2015, this Court entered an order approving the adequacy of the Disclosure Statement in accordance with Section 1125 of the Bankruptcy Code, setting forth procedures for soliciting approval of the Plan, and setting deadlines for objections to and voting on the Plan (the "Disclosure Statement Order") [Docket No. 265]; and

WHEREAS, on June 11, 2015, in accordance with the Disclosure Statement Order, the Debtor caused the Second Amended Plan, Disclosure Statement, Disclosure Statement Order and a ballot for voting to accept or reject the Plan (the "Solicitation Package") to be transmitted to holders of Claims in all Classes of the Debtor; and

WHEREAS, prior to the Confirmation Hearings, the Debtor filed the following modifications to the Plan (the "Prior Modifications"):

(together with the Second Amended Plan, the "Prior Plan"); and

WHEREAS, pursuant to Bankruptcy Code section 1128(a), the Court held a hearing commencing on July 28, 2015, and continuing on July 29, 2015 and July 30, 2015 to consider confirmation of the Prior Plan (collectively, the "July Confirmation Hearing"); and

WHEREAS, on September 2, 2015, the Court entered its Memorandum Opinion (the "September 2 Confirmation Opinion") denying confirmation of the Prior Plan; and

WHEREAS, on December 18, 2015, the Debtor filed its Fourth Amended Plan of Reorganization (the "Fourth Amended Plan")[Docket No. 419] and Motion to Approve Fourth Amended Plan of Reorganization (the "Approval Motion")[Docket No. 420]; and

WHEREAS, all objections to the Plan were withdrawn, resolved, or overruled; and

WHEREAS, on January 4, 2016, the Court held a hearing to consider the Approval Motion and confirmation of the Debtor's plan of reorganization (the "Final Confirmation Hearing" and together with the July Confirmation Hearing, the "Confirmation Hearings"); and

WHEREAS, on January 5, 2016, the Debtor filed it Fifth Amended Plan of Reorganization (the "Plan")[Docket No. 425] that contains all changes and modifications announced on the record at the Final Confirmation Hearing.

NOW, THEREFORE, based upon the Court's review and consideration of (i) the submissions previously filed with the Court; (ii) the record of the Confirmation Hearings (including all of the evidence proffered or adduced at the hearings, any declarations, pleadings, briefs, memoranda, stipulations, and other submissions filed in connection therewith, and the arguments of counsel made at the hearing); and (iii) the record in this Chapter 11 Case; and after due deliberation thereon, and good cause appearing therefore,

FINDINGS OF FACT AND CONCLUSIONS OF LAW

THE COURT FINDS AND CONCLUDES THAT:2

Jurisdiction and Notice

A. Findings and Conclusions.

The findings and conclusions set fort herein and in the record of the Confirmation Hearings, including but not limited to the findings of the Court in the September 2 Confirmation Opinion and made on the record at the hearing on January 4, 2016, constitute the Court's findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Federal Rule of Bankruptcy Procedure 7052 and 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusion of law constitute findings of fact, they are adopted as such.

B. Jurisdiction, Venue, Core Proceeding — 28 U.S.C. §§ 157(b)(2) and 1334(a).

The Court has jurisdiction over this Chapter 11 Case pursuant to 28 U.S.C §1334. Confirmation of the Plan is a core proceeding under 28 U.S.C. 157(b)(2), and this Court has jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. The Debtor is an eligible debtor under section 109 of the Bankruptcy Code. Venue is proper under 28 U.S.C. §§ 1408 and 1409. The Debtor is a proper plan proponent under Section 1112(a) of the Bankruptcy Code.

C. Chapter 11 Petition.

On October 7, 2014 (the "Petition Date"), the Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code (the "Chapter 11 Case"). The Debtor is authorized to continue to operate is business and manage its properties as a debtor-in-possession pursuant to Section 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed pursuant to Section 1104 of the Bankruptcy Code. No statutory committee of unsecured creditors has been appointed pursuant to Section 1102 of the Bankruptcy Code.

D. Judicial Notice.

The Court takes judicial notice of the docket of the Chapter 11 Case maintained by the Clerk of the Court and/or its duly appointed agent, including all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or addressed at the hearings held before the Court during the pendency of the Chapter 11 Case.

E. Burden of Proof.

The Debtor, as the Plan proponent, has the burden of proving the elements of Bankruptcy Code sections 1129(a) by a preponderance of the evidence. The Debtor has met such burden.

F. Transmittal and Mailing of Materials: Notice.

Due, adequate, and sufficient notice of the Disclosure Statement, the Plan, and the Confirmation Hearings, along with all deadlines for voting on or filing objections to the Plan, has been given to all known holders of Claims in accordance with the Bankruptcy Rules and the procedures set forth in the Disclosure Statement Order and further orders of the Court.

G. Identification of Plan Proponents—Fed. R. Bankr. P. 3016(a).

The Plan satisfies Bankruptcy Rule 3016(a) by identifying the date of the Plan and the proponent of the Plan.

H. Solicitation and Transmittal of Solicitation Package.

The solicitation of votes to accept or reject the Plan and requests for consent to the treatment were solicited in good faith and in compliance with Bankruptcy Code section 1125 and 1126, and Bankruptcy Rules 3017 and 3018, the Disclosure Statement, all other applicable provisions of the Bankruptcy Code, and all other rules, laws, and regulations. The Solicitation Package was transmitted to all creditors entitled to vote on the Plan, sufficient time was prescribed for such creditors to accept or reject the Plan, and the solicitation materials used and solicitation procedures followed comply with Bankruptcy Code section 1126, thereby satisfying the requirements of Fed. R. Bankr. P. 3018. All procedures used to distribute the Solicitation Packages to the applicable holders of Claims were fair and conducted in accordance with the Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, and any other applicable rules, laws, and regulations.

I. Good Faith Solicitation—11 U.S.C. § 1125(e).

Based on the record before the Court in this Chapter 11 Case, the Debtor and its directors, officers, employees, agents, advisors, accountants, consultants, attorneys, and other representatives have acted in good faith within the meaning of Bankruptcy Code section 1125(e) in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all of their respective activities relating to the solicitation of acceptances to and consents to the treatment afforded under the Plan and their participation in the activities described in Bankruptcy Code section 1125.

J. Notice of the Confirmation Hearings—Fed. R. Bankr. P. 2002 and 3017.

The Debtor gave notice of the Confirmation Hearings, the deadline to accept or reject the Plan, the deadline to object to the Plan in accordance with the Disclosure Statement Order. The solicitation package prescribed by the Disclosure Statement Order was transmitted to the creditors entitled to vote on the Plan in accordance with Fed. R. Bankr. P. 2002 and 3017.

K. Notice of the January 4, 2016 Hearing.

The Debtor gave proper notice of the hearing held on January 4, 2016.

L. Impaired Classes That Have Voted to Accept the Plan.

As evidenced by the record established at the Confirmation Hearings, at least one of more impaired Classes have voted to accept the Plan, as defined by sections 1124 and 1126 of the Bankruptcy Code.

M. Modifications To The Plan.

The modifications to the Second Amended Plan and incorporated into the Plan set forth in the Prior Modifications, as set forth on the record at the Confirmation Hearings, and as incorporated into the Plan, do not materially and adversely affect or change the treatment of any creditor who has not accepted such modifications. Accordingly, under Fed. R. Bankr. P. 3019, these modifications neither require additional disclosure under Bankruptcy Code section 1125 nor re-solicitation of acceptances or rejections under Bankruptcy Code section 1126, nor do they require that holders of Claims be afforded an opportunity to change previously cast acceptances or rejections of the Plan. Disclosure of the modifications on the record at the Confirmation Hearings constitutes due and sufficient notice thereof under the circumstances of this Chapter 11 Case. Accordingly, pursuant to Bankruptcy Code section 1127 and Bankruptcy Rule 3019, all holders of Claims that have accepted or are conclusively deemed to have accepted the Plan are deemed to have accepted such modifications to the Plan.

N. Bankruptcy Rule 3016(a).

The Plan reflects the date it was proposed and identifies the entity submitting it as Plan proponent, thereby satisfying Bankruptcy Rule 3016(a).

O. Plan Compliance with Bankruptcy Code — 11 U.S.C. § 1129(a)(1).

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

P. The Debtor's Compliance with the Bankruptcy Code—11 U.S.C. § 1129(a)(2).

The Debtor has complied with the applicable provisions of the Bankruptcy Code, thereby satisfying Bankruptcy Code section 1129(a)(2). Based upon the record made at the Confirmation Hearings, inter alia: (a) the Debtor is eligible for relief under title 11 in accordance with Bankruptcy Code section 109, (b) the Debtor has complied with applicable provisions of the Bankruptcy Code and orders of the Court and (c) the Debtor has complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order in transmitting the Solicitation Package and related documents and notices and in soliciting and tabulating votes on the Plan.

Q. Plan Proposed in Good Faith—11 U.S.C. § 1129(a)(3).

The Debtor has proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying Bankruptcy Code section 1129(a)(3). This Court has examined the totality of the circumstances surrounding the formulation of the Plan. Based upon the evidence presented at the Confirmation Hearings, the Court finds and concludes that the Plan has been proposed with the legitimate and honest purpose of effectively reorganizing the Debtor and maximizing the recovery to creditors in accordance with the priorities set forth in the Bankruptcy Code.

R. Payment for Services or Costs and Expenses--11 U.S.C. § 1129(a)(4).

Any payments made or to be made by the Debtor for services or for costs and expenses in connection with this case have been approved by, or are subject to the approval of, the Court as reasonable, thereby satisfying Bankruptcy Code section 1129(a)(4).

S. Identification of Directors, Officers, and Insiders—11 U.S.C. § 1129(a)(5).

The Debtor has complied with Bankruptcy Code section 1129(a)(5) by disclosing at or before the Confirmation Hearings as required by the Plan the identity and affiliations of any individual proposed to serve, after confirmation of the Plan, as a director or officer of any of the Debtor.

T. No Rate Changes—11 U.S.C. § 1129(a)(6).

No governmental regulatory commission has jurisdiction over rates of the Debtor after confirmation of the Plan. Thus, Bankruptcy Code section 1129(a)(6) is not applicable in this Chapter 11 Case.

U. Best Interests of Creditors Test—11 U.S.C. § 1129(a)(7).

The Plan satisfies Bankruptcy Code section 1129(a)(7). The Disclosure Statement, Plan, and evidence adduced at the Confirmation Hearings (i) are persuasive, credible and accurate as of the dates such evidence was prepared, presented, or proffered; (ii) have not been controverted by other persuasive evidence or have not been challenged; (iii) are based upon reasonable and sound assumptions; (iv) provide a reasonable estimate of the liquidation value of the Debtor's assets upon conversion to a chapter 7 proceeding; and (v) establish that each holder of a Claim in an impaired Class will receive or retain under the Plan, on account of such Claim, property of a value, as of the Effective Date of the Plan, that is not less than the amount that it would receive if the applicable Debtor was liquidated under chapter 7 of the Bankruptcy Code on such date.

V. Treatment of Administrative, Other Priority Claims and Priority Tax Claims—11

U.S.C. § 1129(a)(9). The treatment of Administrative Claims and Priority Tax Claims under the Plan satisfies the requirements of Bankruptcy Code sections 1129(a)(9)(A) and (C).

W. Acceptance by Impaired Classes—11 U.S.C. § 1129(a)(10).

At least one Class of Claims that is impaired under the Plan has accepted the Plan thereby satisfying Bankruptcy Code section 1129(a)(10).

X. Feasibility—11 U.S.C. § 1129(a)(11).

The Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code. Specifically, the Plan is not likely to be followed by liquidation or need for further reorganization. The Court analyzed the factors traditionally used by bankruptcy courts in this Circuit—(i) the debtor's capital structure, (ii) the earning power of the business, (iii) economic conditions, (iv) the ability of debtor's management, (v) the probability of continuation of management, and (vi) any other related matters—and found that the factors support a finding that the Debtor's plan is feasible.

Y. Payment of Fees—11 U.S.C. § 1129(a)(12).

All fees payable under 28 U.S.C. § 1930 on or before the Effective Date, as determined by the Court, have been paid or will be paid on the Effective Date pursuant to the Plan, thus satisfying the requirements of Bankruptcy Code section 1129(a)(12).

Z. Continuation of Retiree Benefits—11 U.S.C. § 1129(a)(13).

The Debtor does not have any retiree benefits to be continued under the Plan. Thus, Bankruptcy Code section 1129(a)(13) is not applicable to the Debtor.

AA. Inapplicability of 11 U.S.C. §§ 1129(a)(14) & (15).

The Debtor does not have any domestic support obligations and is not an individual, thus section 1129(a)(14) and (15) are not applicable.

BB. Transfers of Property—11 U.S.C. § 1129(a)(16).

The Plan does not provide for the sale of any of the Debtor's property. Thus, Bankruptcy Code Section 1129(a)(16) is inapplicable.

CC. 11 U.S.C. § 1129(b).

All of the requirements of Bankruptcy Code section 1129(b) have been met as the Plan does not discriminate unfairly, and is fair and equitable with respect to each class of claims or interests that is impaired under, and has not accepted, the plan. Upon confirmation and the occurrence of the Effective Date, the Plan shall be binding upon: (a) the Debtor, (b) any entity issuing securities under the plan, (c) any Creditor, (d) any equity security holder, and (e) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians, whether or not the claim or interest of such Creditor, equity interest holder is Impaired under the plan and whether or not such Creditor or equity security holder accepted the Plan.

DD. Resolved Objections.

The following objections were resolved or withdrawn:

EE. Satisfaction of Confirmation Requirements.

The Plan satisfies the requirements for confirmation set forth in Bankruptcy Code section 1129.

DECREES

ACCORDINGLY, THE COURT HEREBY ORDERS THAT:

1. Confirmation of the Plan.

The Plan, which includes any and all modifications, including any modifications set forth on the record at the Final Confirmation Hearing, is APPROVED and CONFIRMED under Bankruptcy Code section 1129 in its entirety. The terms of the Plan are incorporated by reference into and are an integral part of this Confirmation Order. For reference, the Plan, with the modifications incorporated, is attached as Exhibit A to this Order.

2. Objections.

Any objections that have not been withdrawn, waived, or settled, and all reservations of rights pertaining to confirmation of the Plan included therein, are overruled on the merits.

3. Approval of Plan Modifications.

The modifications, including the Prior Modifications and those set forth on the record at the Final Confirmation Hearing and contained and incorporated into the Plan, are approved. The Plan, as so modified, shall constitute the Plan and all references herein to the Plan shall mean the Plan as so modified.

4. Effects of Confirmation; Effectiveness; Successors and Assigns.

The Court directs that Fed. R. Civ. P. 62(a) and the stay provided by Bankruptcy Rule 3020(e) shall not apply to this Confirmation Order, and the Court authorizes the Debtor to consummate the Plan after entry of this Confirmation Order. Subject to the occurrence of the Effective Date, and notwithstanding any otherwise applicable law, immediately upon the entry of this Confirmation Order, the terms of the Plan (including the Plan Exhibits and all documents and agreements executed pursuant to the Plan) and this Confirmation Order shall be binding on (a) the Debtor, (b) any entity issuing securities under the plan, (c) any Creditor, (d) any equity security holder, and (e) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians, whether or not the claim or interest of such Creditor, equity interest holder is Impaired under the plan and whether or not such Creditor or equity security holder accepted the Plan. Upon the occurrence of the Effective Date with respect to the Debtor, the Plan shall be deemed substantially consummated.

5. Releases and Exculpations.

The release and exculpation provisions set forth in Article XII of the Plan are incorporated into this Confirmation Order as if set forth in full herein and are hereby approved in their entirety, and are subject to any other terms of the Plan.

6. Injunction Against Interference with the Plan.

Pursuant to Article 12.9 of the Plan, upon the entry of the Confirmation Order, all Creditors and persons acting in concert with them are enjoined and restrained pursuant to section 105 of the Bankruptcy Code from taking any action to collect or enforce any Claim directly or indirectly against the Reorganized Debtor in any manner inconsistent with the terms contained in the Plan, unless expressly provided otherwise in the Plan.

7. Temporary Injunctive Relief.

Section 12.9 of the Plan provides for an injunction against conduct not otherwise enjoined under the Bankruptcy Code. Section 12.9 provides specifically,

8. Plan Implementation Authorization.

Pursuant to the Plan, all necessary documents for the implementation of the Plan shall be executed by all necessary parties in interest on the Effective Date, unless an earlier date is provided by the Plan.

9. Assumption or Rejection of Executory Contracts and Unexpired Leases—11

U.S.C. § 1123(b)(2). Pursuant to Article VII of the Plan, all executory contracts and unexpired leases to which the Debtor is a party shall be assumed as of the Confirmation Date, unless the Debtor expressly rejects such contract or lease on or before the thirtieth (30th) day after the Confirmation Date, or such executory contract or unexpired lease was previously rejected, or is subject to a pending motion to assume or reject as of the Confirmation Date.

10. Rejection Damage Claims.

Pursuant to Section 7.3 of the Plan, any Claims based upon rejection of an executory contract or unexpired lease shall be forever barred and shall not be enforceable against the Debtor, unless a proof of claim is filed with the Bankruptcy Court and served on the Reorganized Debtor such that it actually receives the proof of claim within thirty (30) calendar days of entry of an order rejecting such contract or lease.

11. Reservation of Rights Regarding Executory Contracts and Unexpired Leases:

Pursuant to 7.10 of the Plan, the Debtor has the right to file applications for the assumption or rejection of any executory contract or unexpired lease at any time prior to thirty (30) days after the Confirmation Date.

12. Governmental Approvals Not Required.

This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any State or any other governmental authority with respect to implementation or consummation of the Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts referred to in or contemplated by the Plan, the Disclosure Statement and any documents, instruments, or agreements, and any amendments or modifications thereto.

13. Exemption from Certain Taxes.

Pursuant to section 1146(c) of the Bankruptcy Code, any transfers contemplated by the Plan shall not be subject to any stamp, transfer tax, or similar tax.

14. Resolution of Claims.

Except as otherwise ordered by the Court, any Claim that is not an Allowed Claim shall be determined, resolved, or adjudicated in accordance with the terms of the Plan. All objections to Claims shall be filed with the Court within ninety (90) days from the Effective Date, and a copy of the objection shall be served upon the Holder of the Claim to which the such objection pertains. Any request for an extension period to object to Claims need be served only upon the creditors involved and the United States Trustee.

15. Payment of Fees.

All fees payable by the Debtor under 28 U.S.C. § 1930 shall be paid on the later of the Effective Date or the due date. After the Effective Date, neither the Debtor nor its Estate, nor the Reorganized Debtor shall thereafter be liable for the payment of any additional fees.

16. Reversal.

If any or all of the provisions of this Confirmation Order are hereafter reversed, modified, or vacated by subsequent order of this Court or any other court, such reversal, modification, or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtor's receipt of written notice of any such order. Notwithstanding any such reversal, modification, or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order prior to the effective date of such reversal, modification, or vacatur shall be governed in all respects by the provisions of this Confirmation Order and the Plan or any amendments or modifications thereto.

17. Retention of Jurisdiction.

Except as otherwise specified in the Plan, pursuant to Bankruptcy Code sections 105(a) and 1142, and notwithstanding the entry of this Confirmation Order or the occurrence of the Effective Date, the Court shall retain exclusive jurisdiction as provided in Article XI of the Plan.

18. Notice of Entry of Confirmation Order.

The Debtor shall serve notice of entry of this Confirmation Order pursuant to Bankruptcy Rules 2002(f)(7), 2002(j), 2002(k), and 3020(c) on all creditors, the United States Trustee, the Securities and Exchange Commission, the Internal Revenue Service, and other parties in interest, by causing notice of entry of this Confirmation Order to be delivered to such parties by first-class mail, postage prepaid.

19. Notice of Effective Date.

Within five (5) Business Days following the occurrence of the Effective Date, the Reorganized Debtor shall file notice of the occurrence of the Effective Date with the Bankruptcy Court and shall serve a copy of same on (a) the United States Trustee; and (b) the entities that have requested notice in this case pursuant to Bankruptcy Rule 2002.

20. Reference to Plan Provisions.

The failure to specifically include or reference any particular provision of the Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Plan be confirmed in its entirety.

21. Inconsistency.

In the event of an inconsistency between the Plan and any other agreement, instrument, or document intended to implement the provisions of the Plan, the provisions of the Plan shall govern unless otherwise expressly provided for in such agreements, instruments, or documents. In the event of any inconsistency between the Plan and any agreement, instrument, or document intended to implement the Plan and this Confirmation Order, the provisions of this Confirmation Order shall govern.

22. Enforceability.

Pursuant to Bankruptcy Code sections 1123(a) and 1142(a) and the provisions of this Confirmation Order, the Plan and all plan-related documents shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

23. Final Order.

This Confirmation Order constitutes a Final Order and no just cause exists for delay of this Confirmation Order.

24. Administrative and Professional Fee Claims.

Except for Professional Claims, the deadline for filing all applications for payment of Administrative Claims shall be on or before thirty (30) days after the entry of this Confirmation Order. Except as expressly provided elsewhere in the Plan, any Administrative Claim filed after that date shall be deemed untimely filed and shall be disallowed. The deadline for objecting to such Administrative Claims is twenty-one (21) days after a request for payment of such Claim has been filed and served upon counsel for the Debtor. The deadline for submitting applications for compensation for services rendered in this case pursuant to sections 327, 328, 330, 331, or 1103 (the "Professional Fee Claims") of the Bankruptcy Code prior to the Effective Date is sixty (60) days after the Effective Date. The deadline to object to final fee applications shall be the twenty-first (21st) day after such fee application has been filed.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

DEBTOR'S FIFTH AMENDED PLAN OF REORGANIZATION

DATED: JANUARY 5, 2016

TABLE OF CONTENTS

DEBTOR'S FIFTH AMENDED PLAN OF REORGANIZATION DATED JANUARY 5, 2016

Couture Hotel Corporation a/k/a Hugh Black-St Mary Enterprises, Inc. (the "Debtor") proposes the following Plan of Reorganization (the "Plan").

ARTICLE I

SUMMARY OF THE PLAN

1.1 Overview of the Plan.

The Plan provides for a reorganization of all liabilities owed by the Debtor, as described herein. The Reorganized Debtor, as provided herein, shall be the surviving entity to the Debtor.

1.2 Payments to Creditors.

The Plan provides for Creditors to be paid as provided in Article V herein from a combination of cash at Confirmation and the revenues associated with the continued operations of the Reorganized Debtor's business. All Creditors of the Debtor will be paid as provided herein in accordance with the priority scheme established by the Bankruptcy Code. PLEASE CONSULT ARTICLE V FOR SEPARATE INFORMATION REGARDING THE REPAYMENT OF YOUR CLAIM.

ARTICLE II

DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME

2.1 Scope of Definitions.

As used in this Plan, the following terms shall have their respective meanings as set forth below and, unless the context otherwise requires, shall be equally applicable to the singular and plural forms of the terms defined. Unless otherwise defined herein, the terms used in this Plan shall have the same meaning ascribed thereto in the Bankruptcy Code and the Bankruptcy Rules.

2.2 Definitions.

2.3 Rules of Interpretation. For purposes of this Plan, (i) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (ii) any reference in the Plan to an existing document, pleading or exhibit Filed or to be Filed means such document or exhibit as it may have been or may be amended, modified, or supplemented as permitted herein; (iii) the words "herein," "hereto" and "hereof" refer to the Plan in its entirety rather than to a particular portion of the Plan; and (iv) the rules of construction set forth in Section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply, unless an alternate calculation is expressly provided herein (i.e. business days).

2.4 Computation of Time. In computing any period of time prescribed or allowed in this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

2.5 Exhibits and Plan Supplement. All exhibits are incorporated into and are a part of the Plan as if set forth in full herein. Holders of Claims and Interests may obtain a copy of the Filed exhibits upon written request to the Debtor. Upon their Filing, the exhibits may be inspected in the office of the clerk of the Bankruptcy Court or at the Bankruptcy Court's CM/ECF or PACER website. The documents contained in the exhibits shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. The Debtor expressly reserves the right to modify or make additions to or subtractions from any exhibit or to the Plan and to amend, modify or supplement any exhibit to the Plan in conformance with the provisions of this Plan.

2.6 Approved Disclosure Statement. The terms and provisions of the Disclosure Statement, as approved by the Bankruptcy Court, are expressly incorporated herein, except where such provisions of the Disclosure Statement may conflict with the terms of this Plan. In the event that such a conflict arises, the terms of this Plan and the Confirmation Order shall control, with the Confirmation Order controlling over the terms of this Plan.

ARTICLE III

DESIGNATION OF CLASSES OF CLAIMS

3.1 Designation of Classes of Claims. A Claim is classified in a particular Class only to the extent that the Claim qualifies within the description of that Class and is classified in a different Class to the extent that any remainder of the Claim qualifies within the description of such different Class. A Claim is in a particular Class only to the extent that the Claim is an Allowed Claim in that Class and has not been paid, released or otherwise satisfied before the Effective Date.

3.2 Unclassified Claims.

3.3 Classified Claims and Interests.

ARTICLE IV

PAYMENT OF ADMINISTRATIVE CLAIMS AND EXPENSES AND CERTAIN PRIORITY CLAIMS

4.1 Administrative Claim Applications and Deadline. Holders of Administrative Claims, including Professional Claims, other than: (a) Allowed Administrative Claims as of the Effective Date; (b) Administrative Claims that represent liabilities incurred on or after the Petition Date, but prior to the Effective Date, in the ordinary course of the Debtor's business which may be paid in the ordinary course of the Debtor's business without order of the Bankruptcy Court; and (c) Administrative Claims that constitute fees or charges assessed against the Estate under Chapter 123, Title 28, United States Code, must by no later than the Administrative Claim Bar Date: (i) file an application with the Bankruptcy Court for allowance of the Administrative Claim; and (ii) serve a copy of such application on the Debtor, the United States Trustee and all other parties entitled to notice thereof. Failure to file and serve such application by the Administrative Claim Bar Date or Professional Claim Bar Date, whichever date is applicable, shall result in the Administrative Claim being forever barred and discharged. Except as specifically provided in the Plan, nothing in this Plan alters the law applicable to, and governing, the allowance of Administrative Claims (including Professional Claims) under the Bankruptcy Code and/or the Bankruptcy Rules.

4.2 Treatment of Administrative Claims. Except to the extent that the Debtor and the Holder of an Administrative Claim may otherwise agree in writing, Administrative Claims which are Allowed Claims prior to the Effective Date of the Plan shall be paid in full in Cash on or before the Effective Date of the Plan. Administrative Claims that become Allowed Claims after the Effective Date of the Plan shall be paid in full in Cash on or before ten (10) business days following the date the Administrative Claim becomes an Allowed Claim by Final Order of the Bankruptcy Court.

4.3 Treatment of Professional Claims. Professional Claims become Allowed the same as Administrative Claims in this Article (Section 4.1), and are treated the same as Administrative Claims in this Article (Section 4.2), except that: (i) a Professional Claim that has been previously Allowed on a final (not interim) basis by Final Order of the Bankruptcy Court is not subject to the requirement of filing an application as provided in Section 4.1; (ii) a Professional Claim that has been Allowed on an interim basis (not final) in whole or in part, shall with respect to being Allowed on a final basis, be subject to the filing of an application for its allowance as provided for in Section 4.1, but shall be filed by the Professional Claims Bar Date (as opposed to the Administrative Claim Bar Date) and shall be subject to such law, rules and procedures as would be otherwise applicable to the same outside of this Plan; (iii) any interim payments on account of a Professional Claim shall be credited against the payment of the final Allowed amount of such Professional Claim; and (iv) any retainer provided on account of a Professional Claim may be credited and applied against the payment of the final Allowed amount of such Professional Claim once such Professional Claim is Allowed on a final basis.

4.4 Priority Tax Claims. Priority Tax Claims shall be paid by the Reorganized Debtor, up to the Allowed amount of such Claim, plus interest at the rate of 4.25% per annum accrued thereon on a quarterly basis on January 1, April 1, July 1, and October 1 of each year over a period not exceeding five (5) years after the date of the order for relief, as provided in § 1129(a)(9)(C) of the Bankruptcy Code, commencing after the first full quarter following the Effective Date. If the Reorganized Debtor fails to make a payment owed on an Allowed Priority Tax Claim pursuant to the terms of the Plan, it shall be deemed an Event of Default. In the event that an event of default occurs with regard to an Allowed Priority Tax Claim, the specific Holder of the Priority Tax Claim shall send a written notification, via first class mail, postage pre-paid, to the Reorganized Debtor of the event of default. The Reorganized Debtor shall have ten (10) days from the date the written notification is sent to cure the event of default in full or the Holder of the Allowed Priority Tax Claim may: (a) enforce the entire amount of its claim; (b) exercise any and all rights and remedies under applicable non-bankruptcy law, and (c) seek such relief as may be appropriate in the Bankruptcy Court. Any notice of default shall be sent to the Reorganized Debtor pursuant to the notice provisions in Article XII of the Disclosure Statement. Notices sent to the Reorganized Debtor by the Holder of an Allowed Priority Tax Claim shall be sent by first class mail, postage pre-paid.

4.5 2015 Ad Valorem Taxes. Dallas County and Nueces County (collectively, the "Tax Authorities") are the holders of administrative expense claims for year 2015 ad valorem property taxes. The Tax Authorities shall receive payment of their administrative expense claims in the ordinary course of business prior to the state law delinquency date without being required to file and serve a notice of administrative expense claim and request for payment as a condition of allowance pursuant to 11 U.S.C. Section 503(b)(1)(D). The Tax Authorities shall retain their senior priority liens against the Debtor's properties that secure all amounts ultimately owed for tax year 2015. In the event the Debtor/Reorganized Debtor does not timely pay year 2015 ad valorem property taxes, the Tax Authorities shall provide notice of default to counsel for the Debtor and any other party holding security interests in such property. The Debtor/Reorganized Debtor shall have 15 days from the date of the notice to cure the default. If the Debtor/Reorganized Debtor fails to cure the default the Tax Authorities shall be entitled to pursue collection of all amounts owed pursuant to state law.

ARTICLE V

TREATMENT OF CLASSES OF CLAIMS AND INTERESTS

5.1 Secured Claim of Propel Financial related to Corpus Propel Note. (Class 2.1) — Class 2.1 consists of Propel Financial Services, LLC's Claim related to that certain Property Tax Payment Agreement dated March 28, 2014 in the original amount of $61,946.20 and executed by the Debtor related to certain ad valorem taxes related to the Corpus Hotel (the "Corpus Propel Note"). The Class 2.1 Claim of Propel Financial shall be treated as an Allowed Secured Claim in the amount of $63,538.76. The Corpus Propel Note and loan documents related to the Corpus Propel Note shall be assumed fully by the Reorganized Debtor with the following exceptions, modification and/or stipulations: (i) the maturity date of the Corpus Propel Note shall be modified to the date that is fifteen (15) years from the Effective Date; (ii) the Class 2.1 Claim shall be paid in monthly installments payments based upon a 180 month amortization, with the first full principal and interest installment due and owing on the first day of the first full month (calculated as thirty days) after the occurrence of the Effective Date and payment due on the first day of each subsequent month thereafter (with all remaining unpaid amounts due and owing on the maturity date, as that term and date are modified by this Plan.); (iii) the interest rate on the Corpus Propel Note shall be modified and changed to nine percent (9%).

The Class 2.1 Claim of Propel Financial is Impaired under the Plan.

5.2 Secured Claim of Propel Financial related to Dallas Propel Note. (Class 2.2) — Class 2.2 consists of Propel Financial Services, LLC's Claim related to that certain Property Tax Payment Agreement dated March 28, 2014 in the original amount of $177,143.61 and executed by the Debtor related to certain ad valorem taxes related to the Dallas Hotel (the "Dallas Propel Note"). The Class 2.2 Claim of Propel Financial shall be treated as an Allowed Secured Claim in the amount of $179,432.72. The Dallas Propel Note and loan documents related to the Dallas Propel Note shall be assumed fully by the Reorganized Debtor with the following exceptions, modification and/or stipulations: (i) the maturity date of the Dallas Propel Note shall be modified to the date that is fifteen (15) years from the Effective Date; (ii) the Class 2.2 Claim shall be paid in monthly installments payments based upon a 180 month amortization, with the first full principal and interest installment due and owing on the first day of the first full month (calculated as thirty days) after the occurrence of the Effective Date and payment due on the first day of each subsequent month thereafter (with all remaining unpaid amounts due and owing on the maturity date, as that term and date are modified by this Plan.); (iii) the interest rate on the Dallas Propel Note shall be modified and changed to nine percent (9%).

The Class 2.2 Claim of Propel Financial is Impaired under the Plan.

5.3 Secured Claim of Propel Financial related to Corpus 2014 Ad Valorem Taxes. (Class 2.3) — Class 2.3 consists of Propel Financial Services, LLC's Secured Claims it purchased from Nueces County related to the 2014 ad valorem taxes related to the Corpus Hotel. The Class 2.3 Claims shall be treated as an Allowed Secured Claim in the amount of $62,099.38, which includes all necessary post-petition interest and fees. On or before the Effective Date, the Reorganized Debtor shall execute a promissory note made payable to Propel Financial Services, LLC in an amount equal to sum of the Class 2.3 Claims (the "Propel Corpus Exit Note"). The Propel Corpus Exit Note shall have a maturity date that is fifteen (15) years from the Effective Date. The Propel Corpus Exit Note shall accrue interest at the rate of nine percent (9%) per annum. The Reorganized Debtor shall make 179 monthly payments of principal and interest, with the 180th payment being equal to the remaining balance owed on the Propel Corpus Exit Note. The Reorganized Debtor shall execute all reasonable and necessary loan documents requested by Propel Financial Services, LLC to effectuate the Propel Corpus Exit Note.

The Class 2.3 Secured Claims of Propel Financial are Impaired under the Plan.

5.4 Secured Claims of Propel Financial related to Dallas 2014 Ad Valorem Taxes. (Class 2.4) — Class 2.4 consists of Propel Financial Services, LLC's Secured Claim it purchased from Dallas County related to the 2014 ad valorem taxes related to the Dallas Hotel. The Class 2.4 Claim shall be treated as an Allowed Secured Claim in the amount of $172,260.16, which includes all necessary post-petition interest and fees. On or before the Effective Date, the Reorganized Debtor shall execute a promissory note made payable to Propel Financial Services, LLC in an amount equal to sum of the Class 2.4 Claims (the "Propel Dallas Exit Note"). The Propel Dallas Exit Note shall have a maturity date that is fifteen (15) years from the Effective Date. The Propel Dallas Exit Note shall accrue interest at the rate of nine percent (9%) per annum. The Reorganized Debtor shall make 179 monthly payments of principal and interest, with the 180th payment being equal to the remaining balance owed on the Propel Dallas Exit Note. The Reorganized Debtor shall execute all reasonable and necessary loan documents requested by Propel Financial Services, LLC to effectuate the Propel Dallas Exit Note. No further ad valorem taxes shall be financed without the express consent of the affected secured parties.

The Class 2.4 Secured Claims of Propel Financial are Impaired under the Plan.

5.5 Intentionally omitted.

5.6 Intentionally omitted.

5.7 Secured Claims of Ford Motor Credit. (Class 3) — Class 3 shall consist of the Allowed Secured Claims of Ford Motor Credit Company LLC ("Ford"). More specifically, Class 3 shall consist of the claims alleged by Ford in Proofs of Claim 1, 2, and 3 filed in the Claims Register, as may be amended, supplemented and/or modified from time to time.

The Class 3 Claims of Ford are Impaired under the Plan.

5.8 Secured Claims of Ability Insurance Company. (Class 4) — Class 4 shall consist of the Claims of Ability Insurance Company ("Ability"). Ability shall have an Allowed Secured Claim in the amount of $3,685,740.51 (the "Ability Claim"). Based upon the treatment specified in Section 5.8.1, the monthly amount owed will be $19,967.06, with a balloon payment on the 36th payment equal to $3,428,619.09.

5.8.4 Rights Against Guarantors. For the avoidance of doubt, nothing in this Plan discharges any claim that Ability may have against any person other than the Debtor and Reorganized Debtor for or on account of any claim by Ability against the Debtor, including, without limitation, for the Ability Claim.

The Class 4 Claims of Ability are Impaired under the Plan.

5.9 Secured Claims of Mansa Capital, LLC. (Class 5) — Class 5 shall consist of all the Claims of Mansa Capital, LLC ("Mansa"), including, without limitation, all liens, security interests, alleged non-compete agreements, and other rights against the Debtor, the Estate, the Guarantors, and their property securing the same. For the avoidance of doubt, Mansa shall have no Unsecured Claim under the Plan.

The Class 5 Secured Claim of Mansa Capital, LLC is Impaired under the Plan.

5.10 Secured Claim of Shaun Collins. (Class 6.1) — The Class 6.1 Claim of Shaun Collins shall be treated as an Allowed Secured Claim in the amount of $22,391.51. The Class 6.1 Claim shall be paid in full in Cash on or before the date that is sixty (60) days after the Effective Date.

The Class 6.1 Secured Claim of Shaun Collins is Impaired under the Plan.

5.11 Secured Claim of Sherwin Williams Company. (Class 6.2) — The Class 6.2 Claim of Sherwin Williams shall be treated as an Allowed Secured Claim in the amount of $3,290.69. The Class 6.2 Claim shall be paid in full in Cash on or before the date that is sixty (60) days after the Effective Date.

The Class 6.2 Secured Claim of Sherwin Williams is Impaired under the Plan.

5.12 Unsecured Claims of HJI. (Class 7.1) — Class 7.1 shall consists of HJI's Claims against the Debtor related to the HJI Las Vegas Franchise Agreement and the HJI Corpus Franchise Agreement. The treatment of the Class 7.1 Claims shall conform and be consistent with the treatment specified in the Franchisor Stipulation.

The Class 7.1 Claims of HJI are Impaired under the Plan.

5.13 Unsecured Claim of WHR Related to WHR Cure Claim. (Class 7.2) — Class 7.2 shall consist of the Cure Claim of WHR related to the Dallas Franchise Agreement. Consistent with the Franchisor Stipulation, WHR shall have an Allowed Claim in the amount of $22,573.72 (the "WHR Cure Claim"). The WHR Cure Claim shall be paid in full in Cash on or before the Effective Date.

The Class 7.2 Claim of WHR is Impaired under the Plan.

5.14 Unsecured Claims of WHR Related to Notes. (Class 7.3) — Class 7.3 shall consist of the Claims of WHR related to the WHR Note and the WHR Initial Fee Note. Consistent with the Franchisor Stipulation, WHR shall be deemed as having an allowed claim in the amount of $397,534.97 related to the indebtedness owed under the notes (the "WHR Note Claim"). However, there shall be no distribution on the WHR Note Claim provided that the Debtor does not default under the stipulation agreed to with WHR and HJI, the HJI Corpus Franchise Agreement, the Dallas Franchise Agreement, the WHR Note, and/or the WHR Initial Fee Note. To the extent the WHR Note or WHR Initial Fee Note have been accelerated, same are de-accelerated and reinstated to their original terms. WHR shall remain obligated to forgive the Debtor's obligations under the notes in the increments and on the time schedule set forth in the respective notes. Upon the Debtor timely curing any alleged defaults to WHR, the WHR Initial Fee Note shall be forgiven pursuant to its terms and the year one (1) reduction/forgiveness of the WHR Note shall be effectuated pursuant to the terms of the WHR Note.

The Class 7.3 Claim of WHR is Impaired under the Plan.

5.15 Intentionally Omitted.

5.16 Administrative Convenience Claim. (Class 8) — The Class 8 Administrative Convenience Claims shall consist of (a) all Allowed Unsecured Claims that equal $1,000.00 or less and (b) any Allowed Class 9 General Unsecured Claims in excess of $1,000.00 whose Holders elect in writing to reduce their Claim to $1,000.00. Allowed Class 8 Administrative Convenience Claims shall be paid 100% of their Allowed Claim on or before the date that is sixty (60) days after the Effective Date in full satisfaction of their Allowed Claim (the "Convenience Class Payments").

The Class 8 Administrative Convenience Claims are Impaired under the Plan.

5.17 General Unsecured Claims. (Class 9) — The Class 9 General Unsecured Claims consist of all other Allowed Unsecured Claims against the Debtor not placed in any other Class under the Plan. Creditors holding Allowed Class 9 General Unsecured Claims shall be paid 100% of their Allowed Claims plus two percent (2%) per annum in five payments (the "Class 9 Distributions"). The first Class 9 Distribution shall occur on the Effective Date and shall consist of 20% of the Allowed Class 9 Claims. The Reorganized Debtor shall make subsequent annual Class 9 Distributions of 20% of the Allowed Class 9 Claims on the first, second and third anniversaries of the Effective Date. The final Class 9 Distribution shall occur on the Fifth anniversary of the Effective Date and shall consist of the balance owed of any Allowed Class 9 Claim. The Reorganized Debtor may prepay, pro rata, any portion of the Allowed Class 9 Claims at any point without penalty.

Value Place Franchise Services n/k/a WoodSpring Suites Franchise Services LLC shall have an allowed Class 9 General Unsecured Claim in accordance with the treatment specified in that certain Stipulation Regarding Claims and Treatment of Claims Held by Value Place Franchise Services LLC and the Debtor [Docket No. 317] and that certain Order Granting Debtor's Emergency Motion to approve Settlement and Stipulations With Franchisors [Docket No. 359].

The Class 9 General Unsecured Claim are Impaired under the Plan.

5.18 Subordinated Claims of Insiders. (Class 10) — Class 10 consists of the Claims held by John Blomfield, Brittany Blomfield and Shelby Weaver. Holders of Class 10 Claims shall not be entitled to receive any payments under the Plan until all Allowed Claims are paid in full.

The Class 10 Subordinated Claims of Insiders are Impaired under the Plan.

5.19 Equity Interest Holders. (Class 11) — The Class 11 Equity Interest Holders consist of the equity interests held by the shareholders of the Debtor. The Class 11 Equity Interest Holders shall retain their Equity Interest in the Reorganized Debtor.

5.20 Payments to the United States Trustee. The Reorganized Debtor shall pay all quarterly fees of the United States Trustee until entry of a Final Decree in the Chapter 11 Case. Further, the Debtor shall pay all such fees, including any fees arising pursuant to 28 U.S.C. § 1930, as determined by the Court, on or before the Effective Date of the Plan.

ARTICLE VI

MEANS OF IMPLEMENTING THE PLAN

6.1 Continued Operations of Couture Hotel Corporation. The Reorganized Debtor shall operate as the company managing the Dallas Hotel and Corpus Hotel, following the Effective Date. The Reorganized Debtor shall only be required to dedicate sufficient revenues to fund all obligations contained herein. Further, the Reorganized Debtor shall within thirty (30) days of the Effective Date amend its bylaws and/or charter to include any applicable provisions necessary to conform to 11 U.S.C. §1123(a)(6).

6.2 Guarantor Joint Proponent Property. As additional collateral for the Allowed Claims of Mansa, John Blomfield, as a purported guarantor of the debt that is the subject of those Claims, will agree (by affixing is signature to this Plan) to pledge his interest in the Guarantor Joint Plan Proponent Property, as specified in Section 5.9.4, and take such actions as are reasonable and necessary, including executing modifications to the trust and other documents, to allow Mansa to perfect legally enforceable security interests granted herein in compliance with relevant law.

6.3 Class 9 Reserve Account. On or before the Effective Date, the Reorganized Debtor shall setup the Class 9 Reserve Account. On or before the date that is ninety (90) days after the Effective Date, the Reorganized Debtor shall transfer to the Class 9 Reserve Account an amount equal to 25% of the estimated amount of the Class 9 Distribution to be delivered and distributed on the first anniversary of the Effective Date. The Reorganized Debtor shall make subsequent transfers of 25% of the estimated amount on or before the date that is 180 days, 270 days and 365 days from the Effective Date such that on the first anniversary of the Effective Date, the Class 9 Reserve Account will hold sufficient funds to make the Class 9 Distribution. For the next three years following the first anniversary of the Effective Date, the Reorganized shall make similar quarterly transfers of 25% of the estimated amount of the next Class 9 Distribution on the 90th, 180th, 270th and 365th day of each anniversary, such that each Class 9 Distribution is fully funded on the anniversary of the Effective Date.

6.4 Post-Effective Date Management. The Reorganized Debtor shall continue to exist after the Effective Date in accordance with the applicable laws of the State of Montana, in which it is incorporated, for the purposes of operating and managing the Dallas Hotel and Corpus Hotel and satisfying its obligations under the Plan. The Reorganized Debtor shall continue to be owned by the Holders of the Equity Interests. The Reorganized Debtor shall continue to be managed by John Blomfield. For the first five years following the Effective Date, John Blomfield, Shelby Weaver, and Brittany Blomfiled shall receive no salary. However, notwithstanding the foregoing, John Blomfield shall be entitled to the Management Fee described in Section 6.5.

6.5 Management Fee. For each month following the Effective Date, the Reorganized Debtor shall incur a management fee equal to four percent (4%) of the monthly Gross Revenues of the Reorganized Debtor (the "Management Fee"). The Management Fee shall be paid monthly to John Blomfield, or such other manager, or company, the Reorganized Debtor may hire to manage and operate the Dallas Hotel and Corpus Hotel. However, under no circumstances shall the Management Fee be paid or disbursed unless each of the monthly Plan obligations specified in Sections 5.7, 5.8 and 5.9 have been met. Further, no Management Fee shall be paid unless the Reorganized Debtor is current on its transfers to the Class 9 Reserve Account specified in Section 6.3. Finally, the Management Fee shall be withheld and not disbursed unless the monthly payment obligation under the Propel Corpus Exit Note and Propel Dallas Exit Note are paid.

6.6 Distributions to Equity Interest Holders. No distributions shall be made to Equity Interest Holders on account of their Equity Interest until the Reorganized Debtor has completed the proposed treatment of all Claims provided for and treated in this Plan. Notwithstanding the foregoing, and for the sake of clarity, nothing in this paragraph shall modify the provisions related to the Management Fee provided for in Section 6.5.

6.7 Corporate Action. The entry of the Confirmation Order shall constitute authorization for the Reorganized Debtor to take or cause to be taken all corporate actions necessary or appropriate to implement all provisions of, and to consummate, the Plan on and after the Effective Date and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court without further approval, act or action under any applicable law, order, rule or regulation. The management of the Reorganized Debtor is authorized and directed to do all things and to execute and deliver all agreements, documents, instruments, notices and certificates as are contemplated by the Plan and to take all necessary actions required in connection therewith, in the name of and on behalf of the Debtor and Reorganized Debtor.

6.8 Documents. All documents necessary for the implementation of this Plan shall be executed by all necessary parties in interest on or before the Effective Date, unless another date is provided for a particular document or documents under this Plan. To the extent that the parties in interest herein are unable to agree on the form or substance of such documents, such unresolved issues shall be submitted to the Court for determination. Upon the Effective Date, or as soon as practicable thereafter, the Court shall have resolved said issues and all such documents shall be binding on the Debtor, the Creditors, and all other parties hereto.

6.9 Re-Vesting of Assets. On the Effective Date, except as otherwise provided in this Plan, title to all of the Debtor's assets shall vest in the Reorganized Debtor free and clear of all liens, claims, Causes of Action, interests, security interests and other encumbrances other than those provided herein or granted by Debtor on or after the Effective Date and without further order of the Bankruptcy Court. On and after the Effective Date, except as otherwise provided in this Plan, the Reorganized Debtor may operate its business and may use, acquire and dispose of its assets free of any restriction of the Bankruptcy Code unless otherwise provided in this Plan or under applicable state law.

6.10 Incorporation of Bankruptcy Rule 9019. To the extent necessary to effectuate and implement the compromises and releases contained in this Plan, the Plan shall be deemed to constitute a motion under Bankruptcy Rule 9019 seeking the Bankruptcy Court's approval of all of the compromises and releases contained herein. More specifically, and without limiting this provision, the Plan shall be deemed to constitute a motion under Bankruptcy Rule 9019 to settle any Claims and the treatment provided for them in this Plan.

6.11 Incorporation of Valuation Motion. To the extent necessary to effectuate and implement the provisions of this Plan, the Plan shall be deemed to constitute a motion for valuation under the Bankruptcy Code, including the value of any lien, security interest, or encumbrance treated by this Plan; provided, however, that nothing in this Plan shall alter any valuation ordered by Final Order of the Bankruptcy Court in the Chapter 11 Case.

6.12 Automatic Stay. The automatic stay provided in Section 362 of the Bankruptcy Code, shall remain in effect through the Effective Date, unless otherwise specifically modified, annulled, or terminated by the Bankruptcy Court pursuant to a separate order, and shall terminate on the Effective Date.

6.13 Conditions Precedent to Effective Date. The occurrence of the Effective Date of the Plan is subject to satisfaction of the following conditions precedent:

6.14 Waiver of Conditions Precedent. Each of the conditions precedent in Section 6.13 hereof may be waived, in whole or in part, by the Reorganized Debtor (with the consent of the affected counter-party) without notice or order of the Bankruptcy Court.

6.15 Effect of Failure of Conditions. If the conditions specified in Section 6.13 hereof have not been satisfied or waived in the manner provided in Section 6.14 then (i) the Confirmation Order shall be of no further force and effect; (ii) the Reorganized Debtor and all Holders of Claims and Equity Interests in the Debtor shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred; and (iv) all of the Reorganized Debtor's obligations with respect to the Claims and Equity Interests shall remain unaffected by the Plan and nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against the Debtor or any other Person or to prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor and the Plan shall be deemed withdrawn.

6.16 Reservation of Rights. The Plan shall have no force or effect unless and until the Effective Date occurs. Prior to the Effective Date, none of the filing of the Plan, any statement or provision contained in the Plan, or action taken by the Debtor with respect to the Plan shall be, or shall be deemed to be, an admission or waiver of any rights of the Debtor or any other party with respect to any Claims or Equity Interests or any other matter.

6.17 Substantial Consummation. Substantial consummation of the Plan under Section 1101(2) of the Bankruptcy Code shall be deemed to occur on the Effective Date.

6.18 Rights Under 1129(b). The Debtor hereby gives notice of its intent to seek confirmation under the cram down provisions of Section 1129(b) of the Bankruptcy Code.

6.19 Retention of Causes of Action. Unless expressly released otherwise by this Plan or by an order of the Bankruptcy Court, any and all such claims and Causes of Action against third parties are specifically reserved, including but not limited to any such claims or Causes of Action relating to any counterclaims, demands, controversies, costs, debts, sums of money, accounts, reckonings, bonds, bills, damages, obligations, liabilities, objections, legal proceedings, equitable proceedings, and executions of any nature, type, or description, avoidance actions, fraudulent transfer actions, strong-arm power actions, state law fraudulent transfer actions, improper assignment of interest, negligence, gross negligence, willful misconduct, usury, fraud, deceit, misrepresentation, conspiracy, unconscionability, duress, economic duress, defamation, control, interference with contractual and business relationships, breach of fiduciary duty, conversion, aiding and abetting, civil conspiracy, conflicts of interest, misuse of insider information, concealment, disclosure, secrecy, misuse of collateral, wrongful release of collateral, failure to inspect, environmental due diligence, negligent loan processing and administration, wrongful recoupment, wrongful setoff, violations of statutes and regulations of governmental entities, instrumentalities and agencies, equitable subordination, debt re-characterization, substantive consolidation, securities and antitrust laws violations, tying arrangements, deceptive trade practices, breach or abuse of any alleged fiduciary duty, breach of any special relationship, course of conduct or dealing, obligation of fair dealing, obligation of good faith, malpractice, at law or in equity, in contract, in tort, or otherwise, known or unknown, suspected or unsuspected.

Unless expressly released by this Plan or by an order of the Bankruptcy Court, the Debtor may hold claims against a holder of a Claim or Equity Interest, including but not limited, the following claims and Causes of Action, all of which shall be preserved:

ARTICLE VII

PROVISIONS FOR THE ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

7.1 General Assumption of Executory Contracts. All executory contracts and unexpired leases of the Debtor (including, but not limited to, those listed on the Debtor's Schedules) which are not expressly rejected on or before thirty (30) days after the Confirmation Date or not otherwise specifically treated in this Plan, or in the Confirmation Order, shall be deemed to have been assumed on the Confirmation Date. The Bankruptcy Court shall retain jurisdiction to effectuate any post-confirmation assumption and assignment of leases, and such assumption and assignments shall be performed pursuant to Section 365 of the Bankruptcy Code. Each prepetition executory contract and unexpired lease will be assumed only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. Listing a contract or lease as an executory contract or unexpired lease will not constitute an admission by the Debtor, or the Debtor-in-Possession that such contract or lease is an executory contract or unexpired lease of the Debtor, or the Debtor-in-Possession has any liability thereunder. The Confirmation Order shall constitute an Order of the Bankruptcy Court approving assumption under Section 365 of the Bankruptcy Code as of the Effective Date. The Reorganized Debtor shall continue to have all rights of assignment contained in 11 U.S.C. § 365 of any executory contract or unexpired lease following Confirmation of this Plan.

7.2 Cure of Defaults. Unless otherwise provided for in the Plan, the Reorganized Debtor shall cure all defaults existing under any assumed Executory Contract pursuant to the provisions of Sections 1123(a)(5)(G) and 365(b) of the Bankruptcy Code, by paying the amount, if any, claimed by any party to such Executory Contract as set forth in a proof of claim, which shall be filed with the Court upon the earlier of (a) 30 days after express notice is given of the Debtor's intent to assume such Executory Contract or (b) within thirty (30) days after the Confirmation Date. Such proof of claim shall be titled "Assumption Cure Proof of Claim." Alternatively, the Reorganized Debtor may pay such amount as may be agreed upon between the Reorganized Debtor and any party to such Executory Contract, provided an Assumption Cure Proof of Claim is timely filed within thirty (30) days after the Confirmation Date. Payment of any amount claimed in an Assumption Cure Proof of Claim or otherwise agreed to shall be in full satisfaction, discharge and cure of all such defaults (including any other Claims filed by any such party as a result of such defaults), provided, however, that if the Reorganized Debtor files, within thirty (30) days of the filing of an Assumption Proof of Claim, an objection in writing to the amount set forth, the Court shall determine the amount actually due and owing with respect to the defaults or shall approve the settlement of any such Claims. Payment of such Claims shall be made by the Reorganized Debtor on the later of: (i) ten (10) Business Days after the expiration of the thirty day (30) period for filing an objection to any Assumption Cure Proof of Claim filed pursuant to this section; or (ii) when a timely objection is filed, within ten (10) Business Days after an order of the Court allowing such Claim becomes a Final Order.

7.3 Claims for Damages. Any Claims based upon rejection of an executory contract or unexpired lease under the Plan must be filed with the Bankruptcy Court and served on the Reorganized Debtor such that they are actually received within thirty (30) days of the entry of an order rejecting such contract or lease. Objections to any such proof of claim shall be filed not later than thirty (30) days after receipt of such claim. The Court shall determine any such objections, unless they are otherwise resolved. All Allowed Claims for rejection damages shall be treated as Class 9 General Unsecured Claims. Any Claim not filed within such time will be forever barred from assertion against the Debtor or its Estate.

7.4 Assumption of HJI Corpus Franchise Agreement.

7.5 Rejection of HJI Las Vegas Franchise Agreement.

7.6 Assumption of Dallas Franchise Agreement.

7.7 Assumption of Wells Fargo Bus Leases

7.8 Assumption of US Bank Equipment Lease.

7.9 Assumption of Element Equipment Lease.

7.10 Reservation of Rights. The Debtor reserves the right to file applications for the assumption or rejection of any executory contract or unexpired lease at any time prior to sixty (60) days after the Confirmation Date.

7.11 Assumption of Oracle Agreement.

ARTICLE VIII

RESOLUTION OF UNDETERMINED CLAIMS

8.1 Standing. In addition to all other parties that may otherwise have standing to object to Claims, the Reorganized Debtor shall have specific standing to object to the allowance of said Claims.

8.2 Effect of Bar Date. In accordance with Federal Rule of Bankruptcy Procedure 3003(c), any entity, person or Creditor whose claim was not scheduled, or holds a Contingent Claim, Unliquidated Claim, or Disputed claims, and did not file a proof of claim before the Bar Date, shall not be treated as a Creditor with respect to such claim for purposes of voting or distribution.

8.3 Amendments to Claims; Claims Filed After the Confirmation Date. Except as otherwise provided in the Plan, and subject to the Bar Date, a Claim may not be amended after the Confirmation Date without the prior written authorization of the Bankruptcy Court. Except as otherwise provided in the Plan, any amended Claim filed with the Bankruptcy Court after the Confirmation Date shall be deemed disallowed in full and expunged without the need for any action by the Reorganized Debtor. Notwithstanding the foregoing, and for the avoidance of doubt, the holder of a Secured Tax Claim may amend any timely filed proof of claim, where such proof of claim includes an estimated amount for ad valorem taxes, in order to assert actual taxes for said year(s), at any time prior to substantial consummation of the Plan.

8.4 Objection Deadline. Within ninety (90) days from the Effective Date, unless such date is extended by Order of the Court after notice and hearing, the Reorganized Debtor may file with the Bankruptcy Court objections to Claims and interests and shall serve a copy of each such objection upon the Holder of the Claim or interest to which such objection pertains, but upon no other party or party-in-interest. Unless arising from an Avoidance Action, any proof of Claim filed after the Confirmation Date shall be of no force and effect and need not be objected to. Any Undetermined Claim may be litigated to Final Order. The Reorganized Debtor may compromise and settle any Undetermined Claim without the necessity of any further notice or approval of the Bankruptcy Court, and Bankruptcy Rule 9019 shall not apply to any settlement of an Undetermined Claim after the Effective Date. Nothing in this Plan extends the Bar Date set in the Chapter 11 Case or grants any Creditor any greater rights with respect to a late-filed Claim than such Creditor otherwise has. Unless otherwise ordered by the Court, the Reorganized Debtor shall litigate to judgment, settle or withdraw objections to contested Claims.

8.5 Creditor Response to Objection. With respect to any objection to a Claim when such objection is filed after the Effective Date but otherwise in compliance with this Plan, the Creditor whose Claim was the subject of the objection must file with the Bankruptcy Court and serve a response to the objection upon the Reorganized Debtor and the objecting party no later than thirty (30) days from the date of service of any such objection. Failure to file and serve such a response within the thirty (30) days shall cause the Bankruptcy Court to enter a default judgment against the non-responding Creditor and thereby grant the relief requested in the objection without further notice to such Creditor. Any such objection shall contain prominent negative notice language informing the objected-to creditor of the same.

8.6 No Payment Pending Allowance. Notwithstanding any other provision in the Plan, if any portion of a Claim is disputed or is an Undetermined Claim, then no payment or distribution hereunder shall be made on account of any portion of such Claim unless and until such Disputed Claim becomes an Allowed Claim as provided in the Plan.

8.7 Allowance of Claims. At the time, and to the extent that an Undetermined Claim becomes an Allowed Claim, such Allowed Claim shall be entitled to such distributions as provided under the Plan. Such distributions shall be made in the manner provided for by this Plan and the terms of any Final Order of the Court with respect to such Allowed Claim. In the event that the Reorganized Debtor makes any distributions to Creditors at any time prior to a determination of allowance of an Undetermined Claim, payments on such Undetermined Claim will commence and be due and payable on the first annual payment date following the date of the Order allowing such Claim, and shall be re-amortized to equal an amount sufficient to fully pay the Allowed Claim.

8.8 Estimation of Claims. The Debtor or the Reorganized Debtor may at any time request that the Bankruptcy Court estimate any Contingent Claim, Unliquidated Claim or Disputed Claim pursuant to 11 U.S.C. § 502(c), regardless of whether the Debtor or the Reorganized Debtor previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including, without limitation, during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court estimates an Undetermined Claim, the amount so estimated shall constitute either the allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on the amount of such Claim, the Debtor or the Reorganized Debtor may pursue supplementary proceedings to object to the allowance of such Claim. All of the aforementioned objection, estimation and resolution procedures are intended to be cumulative and not exclusive of one another. Claims may be estimated, compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court.

ARTICLE IX

DISTRIBUTION PROCEDURES

9.1 Date of Distributions. Distributions shall be made on the date specified in Articles III, IV, V and VI with respect to each Allowed Claim or Allowed Equity Interest. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be complete on the next succeeding Business Day, but shall be deemed to have been completed as of the required date.

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

9.3 Unclaimed Distributions. In the event that any distribution to a Holder is returned as undeliverable, the Reorganized Debtor shall use reasonable efforts to determine the current address of such Holder, but no distribution to such Holder shall be made unless and until the Reorganized Debtor has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest from the original distribution date through the new distribution date; provided that such distributions shall be deemed unclaimed property under Section 347 of the Bankruptcy Code at the expiration of one year from the delivery thereof. After such date, all unclaimed property shall revert to the Reorganized Debtor, and the Claim of any party, other than the Reorganized Debtor, to such property or interest in the property shall be discharged and forever barred.

ARTICLE X

MODIFICATION OF THE PLAN

10.1 Amendments Prior to Confirmation Date. The Debtor may modify the Plan prior to Confirmation pursuant to Section 1127(a) of the Bankruptcy Code, and the Plan, as amended shall become the new Plan of Reorganization.

10.2 Amendments After Confirmation Date. The Debtor may modify the Plan before its substantial consummation, provided that the Plan, as modified, meets the requirements of the Bankruptcy Code, and the Court, after notice and hearing, confirms this Plan, as modified.

10.3 Effect on Claims. A Holder of a Claim that has accepted or rejected this Plan shall be deemed to have accepted or rejected, as the case may be, this Plan, as modified, unless, within the time fixed by the Court, such Holder changes its previous acceptance or rejection

ARTICLE XI

RETENTION OF JURISDICTION

11.1 Purposes. Notwithstanding entry of the Confirmation Order, this Court shall retain jurisdiction over the Chapter 11 Case for the following purposes:

11.2 Exclusive Jurisdiction. The Court shall have exclusive jurisdiction to resolve all controversies, suits and disputes that may arise in connection with the interpretation, enforcement, consummation, implementation or administration of this Plan, the Confirmation Order or the Disclosure Statement and all entities shall be enjoined from commencing any legal or equitable action or proceeding with respect to such matters in any other court or administrative or regulatory body.

11.3 Abstention. If the Court abstains from exercising jurisdiction or is otherwise without jurisdiction over any matter arising out of the Chapter 11 Case, including the matters set forth in this Article XI, this Article XI shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.

ARTICLE XII

GENERAL PROVISIONS

12.1 Certain Rights Unaffected. Except as otherwise provided herein and as may have been created within Inter-Creditor Agreement, any rights or obligations which the Debtor's Creditors may have among themselves as to their respective Claims or the relative priority or subordination thereof are unaffected by this Plan.

12.2 Headings. The article and section headings used in this Plan are inserted for convenience and reference only and neither constitute a part of this Plan nor in any manner affect the terms, provisions or interpretations of this Plan.

12.3 Severability. If any term or provision in this Plan is determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any other term or provision of this Plan.

12.4 Governing Law. Except to the extent that the Bankruptcy Code is applicable, the rights and obligations arising under this Plan and any documents, agreements and instruments executed in connection with this Plan (except to the extent such documents, agreements and instruments designate otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

12.5 Successors and Assigns. The rights and obligations of any entity named or referred to in this Plan shall be binding upon, and shall inure to the benefit of, the successors and assigns of such entity.

12.6 Discharge of Claims. Except as otherwise provided herein or in the Confirmation Order, the rights afforded in the Plan and the payments and distributions to be made hereunder shall discharge all existing debts and Claims of any kind, nature, or description whatsoever against the Debtor and the Reorganized Debtor or any of its assets or properties to the extent permitted by Section 1141 of the Bankruptcy Code; upon the Effective Date, all existing Claims against the Debtor and the Reorganized Debtor shall be, and shall be deemed to be discharged; and all Holders of Claims shall be precluded from asserting against the Reorganized Debtor or any of its assets or properties, any other or further Claim based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, whether or not such Holder filed a proof of claim.

12.7 Discharge of Debtor. Except as otherwise provided herein or in the Confirmation Order, any consideration distributed under the Plan shall be in exchange for and in complete satisfaction, discharge, and release of all Claims of any nature whatsoever against the Debtor or any of its assets or properties; and except as otherwise provided herein, upon the Effective Date, the Debtor shall be deemed discharged and released to the extent permitted by Section 1141 of the Bankruptcy Code from any and all Claims, including but not limited to demands and liabilities that arose before the Effective Date, whether or not (a) a proof of claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code; (b) a Claim based upon such debt is allowed under Section 502 of the Bankruptcy Code; or (c) the Holder of the Claim based upon such debt has accepted the Plan. Except as provided herein, the Confirmation Order shall be a judicial determination of discharge of all liabilities of the Debtor. Except as provided herein, pursuant to Section 524 of the Bankruptcy Code, such discharge shall void any judgment against the Debtor at any time obtained to the extent it relates to a Claim discharged, and operates as an injunction against the prosecution of any action against the Debtor or the property of the Debtor, to the extent it relates to a Claim discharged.

12.8 Exculpations. The Debtor's professionals shall not have or incur any liability to any Holder of a Claim for any act, event, or omission in connection with, or arising out of, the Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct or gross negligence.

12.9 Injunctive Relief. Except as provided herein, on and after the Confirmation Date, all Creditors and persons acting in concert with them are enjoined and restrained pursuant to Section 105 of the Code from taking any action to correct or enforce any Claim directly or indirectly against the Reorganized Debtor in any manner inconsistent with the terms contained in the Plan. The discharge granted by this Plan voids any judgment at any time obtained with respect to any debt discharged.