Plan Of Liquidation

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO


In re: )
) CRAY COMPUTER CORPORATION, ) Case No. 95-12697 CEM a Delaware corporation, )
) Chapter 11 EIN 84-1120275 )
)
Debtor. )
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ORDER CONFIRMING PLAN AND AUTHORIZING THE CONVEYANCE OF CERTAIN PROPERTY
PURSUANT THERETO FREE AND CLEAR OF LIENS AND ENCUMBRANCES
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THIS MATTER came before the Court for hearing on confirmation of the Debtor's Third Amended Liquidating Plan of Reorganization dated March 11, 1996 (the "Plan"), pursuant to the Order Approving Disclosure Statement and Setting Confirmation Hearing entered by this Court on March 25, 1996. The Court, having considered the Plan, objections to confirmation thereof, and the matters presented at the hearing thereon, finds and orders as follows:


FINDINGS
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1. The Debtor gave timely and sufficient notice and disclosure of the Plan and the hearing on confirmation thereof to all creditors, equity security holders, and other parties in interest, in compliance with the Court's Order Approving Disclosure Statement and Setting Confirmation Hearing, the Court's Order Approving Motion for Approval of Procedures for Transmission of Plan and Disclosure Statement entered on March 25, 1996, and the requirements of Chapter 11 of Title 11, U.S.C.


2. The Court held a hearing on confirmation of the Plan on May 15, 1996, at which all interested parties were afforded an opportunity to present evidence and argument to the Court.


3. Objections to confirmation of the Plan were filed by William Kuntz III and Congress Financial Corporation. All objections either were withdrawn or resolved at or prior to the hearing or should be overruled.


4. The Debtor's Plan satisfies all requirements for confirmation set forth in 11 U.S.C. (S) 1129.


5. Specifically, but without limitation, the requirements for confirmation under 11 U.S.C. (S) 1129(b)(1) and 2(A) are met with respect to the Class 3 claim under the Plan, and the requirements for confirmation under 11 U.S.C. (S) 1129(b)(1) and


(2)(C) are met with respect to the Class 9 interests under the Plan.


6. With respect to the sale of property to M/A-COM, Inc. described in Section 5.3 of the Plan (the "M/A-COM Sale"),


a. No competing offer for the purchase of the property which is the
subject ...