Revised First Amended Consolidated Liquidating Plan

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Exhibit 99.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) ETOYS, INC., et al. , ) Case Nos. 01-0706 (MFW) ) through 01-0709 (MFW) Debtors. ) ) )


REVISED FIRST AMENDED CONSOLIDATED LIQUIDATING PLAN
OF REORGANIZATION OF EBC I, INC., F/K/A ETOYS, INC., AND
ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION

Dated: August 5, 2002
MORRIS, NICHOLS, ARSHT & TUNNELL
Robert J. Dehney (#3578)
Gregory W. Werkheiser (#3553)
Michael G. Busenkell (#3933)
1201 N. Market Street, P.O. Box 1347
Wilmington, Delaware 19899-1347


Attorneys to
Debtors and Debtors in Possession


PURSUANT TO SECTION 1125 OF TITLE 11 OF THE UNITED STATES CODE, NOTHING CONTAINED IN THIS PLAN SHOULD BE CONSTRUED AS CONSTITUTING A SOLICITATION OF ACCEPTANCES OF THIS PLAN UNTIL SUCH TIME AS THE DEBTORS' DISCLOSURE STATEMENT (AS DEFINED HEREIN) HAS BEEN APPROVED BY THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AND DISTRIBUTED, WITH APPROPRIATE BALLOTS, TO ALL HOLDERS OF IMPAIRED CLAIMS AGAINST THE DEBTORS ENTITLED TO VOTE ON THE PLAN. THE DEBTORS RESERVE THE RIGHT TO FILE AMENDMENTS AND/OR MODIFICATIONS TO THE PLAN AND DISCLOSURE STATEMENT FROM TIME TO TIME UNTIL A DISCLOSURE STATEMENT AND PLAN PROPOSED BY THE DEBTORS IS APPROVED BY THE BANKRUPTCY COURT. REFERENCE IS MADE TO SUCH DISCLOSURE STATEMENT FOR A DISCUSSION OF VOTING INSTRUCTIONS, RECOVERY INFORMATION, CLASSIFICATION, THE DEBTORS' HISTORY, BUSINESSES, PROPERTIES, RESULTS OF OPERATIONS AND A SUMMARY AND ANALYSIS OF THIS PLAN. ALL CLAIMANTS AND EQUITY INTEREST HOLDERS ARE HEREBY ADVISED AND ENCOURAGED TO READ THE DISCLOSURE STATEMENT AND THIS PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN.

THIS PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE NONBANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OF THE DEBTORS SHOULD EVALUATE THIS PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS PREPARED.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTUAL, THREATENED OR POTENTIAL ACTIONS, THIS PLAN AND THE DISCLOSURE STATEMENT SHALL NOT BE DEEMED OR CONSTRUED AS AN ADMISSION, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.


TABLE OF CONTENTS


Page ARTICLE I. DEFINITIONS 1
1.1.

Administrative Claim

1 1.2. Affiliate Debtor 1 1.3. Allowed Claim 1 1.4. Allowed [Class Designation] Claim 1 1.5. Amended Certificate of Incorporation and By-Laws 1 1.6. Available Cash 1 1.7. Ballot 2 1.8. Ballot Deadline 2 1.9. Balloting Agent 2 1.10. Bankruptcy Code 2 1.11. Bankruptcy Court 2 1.12. Bankruptcy Rules 2 1.13. Business Day 2 1.14. Cash 2 1.15. Chapter 11 Case 2 1.16. Claim 2 1.17. Claim Distribution Record Date 2 1.18. Claims Objection deadline 2 1.19. Class 2 1.20. Class [Class Designation] Reserve 2 1.21. Committee Member Matter 2 1.22. Confirmation Date 3 1.23. Confirmation Hearing 3 1.24. Confirmation Order 3 1.25. Convenience Claims 3 1.26. Convenience Class Election 3 1.27. Creditors' Committee 3 1.28. Debtors 3 1.29. Disbursing Agent 3 1.30. Disbursing Agent Agreement 3 1.31. Disclosure Statement 3 1.32. Disclosure Statement Order 3 1.33. Disputed Claim 4 1.34. Disputed [Class Designation] Claim Reserve 4 1.35. Distribution 4 1.36. Distribution Address 4 1.37. Distribution Date 4 1.38. Effective Date 4 1.39. Estate 4 1.40. Estimation Order 4 1.41. eToys 5 1.42. eToys Distribution 5 1.43. Executory Contract Schedule 5 1.44. Face Amount 5 1.45. Fee Claim 5 1.46. Fee Order 5 1.47. Final Order 5

(i) 1.48. General Distribution Fund 5 1.49. Gift Certificate Claim 5 1.50. Gift Certificate Number 5 1.51. Group A Distribution Fund 6 1.52. Group A Litigation Claims 6 1.53. Group B Distribution Fund 6 1.54. Group B Litigation Claim 6 1.55. Holder 6 1.56. Indenture 6 1.57. Indenture Trustee 6 1.58. Indenture Trustee Charging Lien 6 1.59. Indenture Trustee Prepetition Fees and Expenses 6 1.60. Insider 7 1.61. Insurance Claim 7 1.62. Insurance Policy 7 1.63. Intercompany Claim 7 1.64. Interest 7 1.65. Interest Distribution Record Date 7 1.66. Lien 7 1.67. Litigation Claims 7 1.68. Litigation Reserve 7 1.69. Net Proceeds 7 1.70. Note Claim 8 1.71. Notes 8 1.72. Old Common Stock of [Debtor] 8 1.73. Other Unsecured Claim 8 1.74. PEDC 8 1.75. Person 8 1.76. Petition Date 8 1.77. Plan 8 1.78. Plan Administrator 8 1.79. Plan Administrator Agreement 8 1.80. Plan Supplement 8 1.81. Priority Non-Tax Claim 8 1.82. Priority Tax Claim 8 1.83. Qualified Debtor Representative 8 1.84. Ratable, Ratably or Ratable Share 9 1.85. Released Party 9 1.86. Reorganized Debtor 9 1.88. Schedule of Assets and Liabilities 9 1.89. Secured Claim 9 1.90. Senior Unsecured Claim 9 1.91. Solicitation Procedures Order 9 1.92. Statement of Financial Affairs 10 1.93. Substantive Consolidation Order 10 1.94. Transfer 10 1.95. Unclaimed Property 10 1.96. United States Trustee 10 1.97. Unsecured Claim 10 1.98. Wind-down Budget 10

(ii) 1.99. Wind-down Reserve 10
Article II. METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL PROVISIONS

11
2.1.

General Rules of Classification

11 2.2. Holders of Claims Entitled to Vote 11 2.3. Administrative Claims, Priority Tax Claims and Fee Claims 11 2.4. Special Provision Regarding Unimpaired Claims 11 2.5. Elimination of Vacant Classes 11 2.6. Bar Dates for Administrative Claims/General Unsecured Claims 11 2.7. Bar Date for Fee Claims 12
Article III. UNCLASSIFIED CLAIMS

12
3.1.

Administrative Claims

12 3.2. Priority Tax Claims 12 3.3. Fee Claims 13 3.4. Indenture Trustee Claims for Distribution Services 13
Article IV. CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS

14
4.1.

Summary

14 4.2. Class 1 (Priority Non-Tax Claims) 14 4.3. Classification 14 4.4. Class 2 (Secured Claims) 14 4.5. Class 3 (Convenience Claims) 15 4.6. Class 4A (Senior Unsecured Claims) 15 4.7. Class 4B (Note Claims) 16 4.8. Class 4C (Other Unsecured Claims) 16 4.9. Class 5 (Intercompany Claims) 17 4.10. Class 6 (Interests) 17
Article V. IMPLEMENTATION

17
5.1.

The Reorganized Debtor

17 5.2. Powers 18 5.3. Plan Administrator 18 5.4. Creditors' Committee and Post-Effective Date Committee 21 5.5. Standing of Plan Administrator and PEDC 22 5.6. Investments 23 5.7. Revesting of Assets 23 5.8. Exemption from Certain Transfer Taxes 23 5.9. Asset Sales 23 5.10. Setoffs 24 5.11. Compromise of Controversies 24 5.12. Withdrawal of the Plan 24 5.13. Cramdown 25 5.14. Creation and Funding of Reserves 25 5.15. Wind-down Cost and Administrative/Priority Payment 25 5.16. Funding of the Plan 25 5.17. General Distribution Fund 26 5.18. Group A Distribution Fund 26 5.19. Group B Distribution Fund 27

(iii) 5.20. Employee Programs 27 5.21. Retention of Actions and Defenses 27 5.22. Preservation of Escrows 28 5.23. Special Provisions Regarding Insurance Claims 28 5.24. Non-Cash Property 28 5.25. Closing of Chapter 11 Cases 28
Article VI. SUBSTANTIVE CONSOLIDATION

29
6.1.

Substantive Consolidation

29 6.2. Order Granting Substantive Consolidation 29 6.3. Merger of Subsidiaries into the Reorganized Debtor 29
Article VII. EFFECT OF THE PLAN ON CLAIMS AND INTERESTS

30
7.1.

Surrender of Securities and Cancellation of Stock

30 7.2. Releases and Exculpation 30
Article VIII. EXECUTORY CONTRACTS AND UNEXPIRED LEASES

32
8.1.

Assumption or Rejection of Executory Contracts and Unexpired Leases

32 8.2. Bar Date for Rejection Damages 33
Article IX. PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS

33
9.1.

Objection Deadline; Authority to Object

33 9.2. Estimation of Claims 34 9.3. Amendments to Claims 35 9.4. Authority to Settle Disputed Claims 35
Article X. DEBTORS' CAUSES OF ACTION

35
10.1.

Litigation Claims Generally

35 10.2. Authority To Prosecute Litigation Claims 36 10.3. Authority To Prosecute Litigation Claims 36
Article XI. DISTRIBUTIONS

37
11.1.

No Distributions Pending Allowance

37 11.2. No Recourse 37 11.3. Transmittal of Distributions and Notices 37 11.4. Unclaimed Property 38 11.5. Withholding Taxes and Expenses of Distribution 39 11.6. Distributions to Holders of Notes 39 11.7. Allocation of Plan Distributions Between Principal and Interest 39 11.8. Disputed Payment 39 11.9. Distribution Record Date 39 11.10. Interest on Claims 40 11.11. Miscellaneous Distribution Provisions 40
Article XII. CONFIRMATION AND CONSUMMATION OF THE PLAN

40
12.1.

Confirmation Date

40 12.2. Effective Date 41 12.3. Waiver of Conditions to Confirmation and Consummation 41

(iv) 12.4. Effect of Nonoccurrence of the Conditions to Consummation 41
Article XIII. ADMINISTRATIVE PROVISIONS

41
13.1.

Retention of Jurisdiction

41 13.2. Amendments 43 13.3. Severability of Plan Provisions 43 13.4. Successors and Assigns 44 13.5. Governing Law 44 13.6. Corporate Action 44 13.7. Effectuating Documents and Further Transactions 44 13.8. Plan Supplement 44 13.9. Confirmation Order and Plan Control 44 13.10. Payment of Statutory Fees 45 13.11. Rules of Construction 45 13.12. Notices 45 13.13. No Admissions 46

(v)


INTRODUCTION


These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. The Plan contemplates the substantive consolidation of the Debtors for voting and distribution purposes. The Plan is proposed by the Debtors. Reference is made to the Disclosure Statement for a discussion of, among other things, the Debtors' history, businesses, historical financial information and properties, and for a summary and analysis of the Plan. All creditors entitled to vote on the Plan should review the Disclosure Statement before voting to accept or reject the Plan. In addition, there are other agreements and documents which have been filed which are referenced in the Plan and/or the Disclosure Statement and which are available for review. No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith and approved by the Bankruptcy Court, have been authorized by the Bankruptcy Court for use in soliciting acceptances or rejections of the Plan.


ARTICLE I.

DEFINITIONS


The capitalized terms set forth below shall have the following meanings:

1.1. Administrative Claim means an unsecured Claim, other than a Fee Claim, for payment of costs or expenses of administration specified in sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation: (a) the actual, necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries, or commissions for services rendered); and (b) all fees and charges assessed against the Estates pursuant to section 1930 of title 28 of the United States Code.

1.2. Affiliate Debtor means, individually or collectively, the following debtors and debtors-in-possession in Chapter 11 Case No. 01-0706 (MFW), pending in the Bankruptcy Court: EBC Distribution, LLC, f/k/a eToys Distribution, LLC, PMJ Corporation and eKids, Inc.

1.3. Allowed Claim means a Claim to the extent such Claim is: (a) either: (i) scheduled by a Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a liquidated amount and not listed as contingent, unliquidated, zero, undetermined or disputed; or (ii) proof of which has been timely filed, or deemed timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, the Bankruptcy Rules and/or any applicable Final Orders of the Bankruptcy Court, or late filed with leave of Court; and (b) either (i) not objected to within the period fixed by the Bankruptcy Code, the Bankruptcy Rules and/or applicable orders of the Bankruptcy Court or (ii) that has otherwise been allowed by a Final Order or pursuant to this Plan. An Allowed Claim: (y) includes a previously Disputed Claim to the extent such Disputed Claim becomes allowed when the context so requires; and (z) shall be net of any valid setoff amount based on a valid offset right, which valid setoff amount shall be deemed to have been setoff in accordance with the provisions of this Plan. Unless otherwise expressly provided herein, in the Confirmation Order or in another Final Order of the Bankruptcy Court, the term "Allowed Claim" shall not, for the purposes of computation of Distributions under the Plan include interest accruing from and after the Petition Date.

1.4. Allowed [Class Designation] Claim means an Allowed Claim in the specified Class. For example, an Allowed Convenience Claim is an Allowed Claim in the Class designated herein as Class 3.

1.5. Amended Certificate of Incorporation and By-Laws means the Reorganized Debtor's certificate of incorporation and by-laws in effect under the laws of the State of Delaware, as amended by the Plan.

1.6. Available Cash means, as determined from time to time by the Plan Administrator, all unrestricted Cash of the Estates on or after the Effective Date, after deduction of, without duplication: (a) amounts to be distributed to holders of Fee Claims; (b) actual post-Petition Date expenses and


liabilities of the Estates that have not been paid, including expenses which accrued prior to the Effective Date; (c) amounts held in the Wind-Down Reserve or Litigation Reserve; (d) Net Proceeds of the Group A Litigation Claims and the Net Proceeds of the Group B Litigation Claims; and (e) Cash to be distributed to or reserved for holders of Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims, Secured Claims, Fee Claims and Convenience Claims.

1.7. Ballot means the ballot distributed to each eligible claimant by the Balloting Agent, on which ballot such claimant may, inter alia , vote for or against the Plan.

1.8. Ballot Deadline means the date and time set by the Bankruptcy Court by which the Balloting Agent must receive all Ballots.

1.9. Balloting Agent means the entity designated by the Bankruptcy Court to distribute, collect and tally Ballots from claimants. Initially, the Balloting Agent is Bankruptcy Management Corporation.

1.10. Bankruptcy Code means title 11 of the United States Code, as now in effect or hereafter amended.

1.11. Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware.

1.12. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court (including any applicable local rules of the United States Bankruptcy Court for the District of Delaware), as now in effect or hereafter amended.

1.13. Business Day means any day except a Saturday, Sunday, or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a).

1.14. Cash means cash and cash equivalents, including but not limited to bank deposits, checks, and other similar items.

1.15. Chapter 11 Case means the chapter 11 case of each Debtor pending before the Bankruptcy Court.

1.16. Claim means a claim against a Debtor, whether or not asserted, known or unknown, as such term is defined in section 101(5) of the Bankruptcy Code. Pursuant to Bankruptcy Rule 3003(c)(4), a proof of claim or interest filed in accordance with Bankruptcy Rule 3003 and any Final Order of the Bankruptcy Court supersedes any scheduling of that claim or interest on the Debtors' respective Schedules of Assets and Liabilities pursuant to section 521(1) of the Bankruptcy Code.

1.17. Claim Distribution Record Date means initially, the Confirmation Date, and subsequently, the last Business Day that is 30 days prior to any subsequent Distribution Date.

1.18. Claims Objection Deadline means the last day for filing objections to Claims and Interests, which day shall be the later of (a) one hundred eighty (180) days after the Effective Date or (b) sixty (60) days after the filing of a proof of claim for, or request for payment of, such Claim or Interest, or such other date as the Bankruptcy Court may order.

1.19. Class means a group of Claims or Interests described in Articles II and IV of the Plan.

1.20. Class [Class Designation] Reserve means a reserve established to pay Allowed Claims and a reserve for Disputed Claims in each Class in accordance with the funding priorities established pursuant to this Plan.

1.21. Committee Member Matter means collectively or individually (a) any objection to any Claim filed by, for or on behalf any member (whether voting or ex officio ) of the Creditors' Committee or the PEDC, or any Insider of a member of the Creditors' Committee or the PEDC and (b) any Litigation

2


Claim against any member (whether voting or ex officio ) of the Creditors' Committee or the PEDC, or any Insider of a member (whether voting or ex officio ) of the Creditors' Committee or the PEDC. For the purpose of this section 1.21 of the Plan, the term "insider" shall have the meaning ascribed to such term in section 101(31) of the Bankruptcy Code, except that the term "insider" as used here shall be used as if in each instance in section 101(31) of the Bankruptcy Code where the term "debtor" appears the term "member (whether voting or ex officio ) of the Creditors' Committee or member of the PEDC" appeared instead.

1.22. Confirmation Date means the date the Bankruptcy Court enters the Confirmation Order on its docket.

1.23. Confirmation Hearing means the hearing pursuant to which the Bankruptcy Court enters the Confirmation Order.

1.24. Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

1.25. Convenience Claim means a Claim that otherwise would be an Other Unsecured Claim that has a Face Value of (a) $50.00 or less or (b) more than $50.00 if the Holder has properly made the Convenience Class Election on a Ballot properly cast by the Ballot Deadline.

1.26. Convenience Class Election means the election available to a Holder of one or more Other Unsecured Claim with aggregate Face Amounts in excess of $50.00 to have such Claim treated as a Convenience Claim provided the Holder of such Other Unsecured Claim(s) has agreed to reduce such Claim(s) for purposes of voting and Distributions under the Plan to a single Claim in an amount equal to or less than $50.00. The Convenience Class Election must be made at the time of balloting for voting to accept or reject the Plan and clearly indicated on the Holder's Ballot; provided , however , that, if any Claim that is otherwise eligible for the Convenience Class Election is a Disputed Claim at the time of balloting, the Convenience Class Election may be made in a Final Order allowing such Claim. Once a Convenience Class Election has been made with respect to a Claim, such election shall be irrevocable except with the written consent of the Debtors or the Plan Administrator. Whether a Holder of a Claim has properly made a Convenience Class Election shall have no effect on whether such Claim is or may become a Disputed Claim or an Allowed Claim.

1.27. Creditors' Committee means the Official Committee of Unsecured Creditors in the Chapter 11 Cases, as appointed by the United States Trustee and reconstituted from time to time.

1.28. Debtors means, individually, eToys or any of the Affiliate Debtors and, collectively, all of eToys and the Affiliated Debtors.

1.29. Disbursing Agent means the Plan Administrator or any third party designated by the Debtors or the Plan Administrator, with the consent (such consent not to be unreasonably withheld) of the Creditors' Committee or the PEDC, as appropriate, to serve as disbursing agent under the Plan.

1.30. Disbursing Agent Agreement means the certain written agreement, if any, pursuant to which the Disbursing Agent shall cause Distributions to be made pursuant to and in accordance with the Plan and perform other services set forth in the Disbursing Agent Agreement and the Plan.

1.31. Disclosure Statement means the Disclosure Statement that relates to this Plan and is approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as such Disclosure Statement may be amended, modified, or supplemented (and all exhibits and schedules annexed thereto or referred to therein).

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1.32. Disclosure Statement Order means the order of the Bankruptcy Court approving the Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code.

1.33. Disputed Claim means that portion (including, when appropriate, the whole) of a Claim that is not an Allowed Claim. For the purposes of the Plan, a Claim shall be considered a Disputed Claim in its entirety before the time that an objection has been or may be filed if: (a) the amount or classification of the Claim specified in the relevant proof of claim exceeds the amount or is different from the classification of any corresponding Claim scheduled by the relevant Debtor in its Schedules of Assets and Liabilities; (b) any corresponding Claim scheduled by the relevant Debtor has been scheduled as disputed, contingent or unliquidated; or (c) no corresponding Claim has been scheduled by the relevant Debtor in its Schedules of Assets and Liabilities.

1.34. Disputed [Class Designation] Claim Reserve means the reserve established by the Plan Administrator to hold an amount of Cash equal to the aggregate amount which each Holder of a Disputed Claim in such Class would be entitled to receive if such Disputed Claim was then an Allowed Claim in the full amount asserted by such Holder, or based upon an estimation of such Disputed Claim pursuant to the Estimation Order, as the case may be.

1.35. Distribution means the distribution in accordance with this Plan of Cash or other property, as the case may be.

1.36. Distribution Address means the address set forth in the relevant proof of claim. If no proof of claim is filed with respect to a particular Claim, such defined term means the address set forth in the relevant Debtor's Schedules of Assets and Liabilities or register maintained for registered securities.

1.37. Distribution Date means: (a) with respect to Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims, Secured Claims and Convenience Claims, the date that is the later of (i) the Effective Date (or as soon thereafter as reasonably practicable) and (ii) the date (or as soon thereafter as is reasonably practicable) such Claims become Allowed Claims or otherwise become payable under the Plan; (b) with respect to Fee Claims, the date (or as soon thereafter as reasonably practicable) that such Claims are allowed by Final Order of the Bankruptcy Court; (c) with respect to Senior Unsecured Claims, Note Claims and Other Unsecured Claims (subject to the priority scheme set forth in the Plan), (i) initially, as soon as reasonably practicable after the Effective Date, and (ii) subsequently, the first Business Day that is ninety (90) days after the immediately preceding Distribution Date for Classes 4A, 4B or 4C, or in the case of either this subsection (c)(i) or (c)(ii), such earlier or later date established by the Bankruptcy Court or designated by the Plan Administrator in his/her reasonable discretion (on notice to the Debtors or the Reorganized Debtor, as appropriate, and the Creditors' Committee or the PEDC, as appropriate, only). With respect to Secured Claims, occurrence of the Distribution Date shall be subject, if applicable, to Estates' receipt of the Net Proceeds of the sale of the relevant collateral.

1.38. Effective Date means: (a) if no stay of the Confirmation Order is in effect, the first Business Day after the date all of the conditions set forth in Section 12.2 hereof have been satisfied or waived as set forth in Section 12.3 hereof, or such later date as may reasonably be agreed to by the Debtors and the Creditor's Committee; or (b) if a stay of the Confirmation Order is in effect, on the first Business Day (or such later date as may reasonably be agreed by the Debtors and the Creditor's Committee) after the later of: (i) the date such stay is vacated or any appeal, rehearing, remand or petition for certiorari is resolved in a manner that does not reverse or materially modify the Confirmation Order; and (ii) the date each condition set forth in Section 12.2 hereof has been satisfied or waived as set forth in Section 12.3 hereof.

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1.39. Estate means the relevant estate created in each of the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code.

1.40. Estimation Order means an order or orders of the Bankruptcy Court estimating for voting, distribution and other proper purposes under the Bankruptcy Code (under section 502(c) of the Bankruptcy Code) the aggregate (and if applicable, individual) Face Amount of Disputed Claims, whether classified or unclassified under this Plan. The defined term Estimation Order includes the Confirmation Order if the Confirmation Order grants the same relief that would have been granted in a separate Estimation Order.

1.41. eToys means EBC I, Inc., formerly known as eToys, Inc.

1.42. eToys Distribution means EBC Distribution, LLC, formerly known as eToys Distribution, LLC.

1.43. Executory Contract Schedule means the schedule of executory contracts and unexpired leases designated by the Debtor for, as may be the case, assumption or assumption and assignment as of the Effective Date of the Plan, pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code and Section 8.1 of this Plan, which shall be in substantially the form contained in the Plan Supplement.

1.44. Face Amount means: (a) with respect to any Claim for which a proof of claim is filed, an amount equal to: (i) the liquidated amount, if any, set forth therein; or (ii) any other amount set forth in an Estimation Order; or (b) with respect to any Claim scheduled in the relevant Debtor's Schedules of Assets and Liabilities, but for which no proof of claim is filed, the amount of the Claim scheduled as undisputed, noncontingent and liquidated.

1.45. Fee Claim means (a) a Claim of a professional person retained by order of the Bankruptcy Court for compensation and/or reimbursement of expenses pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in connection with the Chapter 11 Cases, (b) a Claim of any professional or other entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to sections 503(b)(3)(F) or 503(b)(4) of the Bankruptcy Code.

1.46. Fee Order means the Bankruptcy Court's "Order Under sections 105(a) and 331 Of The Bankruptcy Code Establishing Procedures For Interim Compensation And Reimbursement Of Expenses For Professionals And Official Committee Members" dated March 7, 2001 (D.I. 8), in the Chapter 11 Cases, as may have been amended or supplemented from time to time.

1.47. Final Order means an order or judgment of the Bankruptcy Court, as entered on the docket of the Bankruptcy Court, that has not been reversed, stayed, modified, or amended, and as to which: (a) the time to appeal, seek review or rehearing or petition for certiorari has expired and no timely filed appeal or petiti ...