Plan of Reorganization (2003)Full Document 

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                                  JUNE 26, 2003

                             PLAN OF REORGANIZATION

                             -- FUNDING GROUP PLAN--



                                  INTRODUCTION

         Organogenesis Inc., a Delaware corporation, hereby proposes this Plan
for the Debtor pursuant to Section 1121 of the Bankruptcy Code. The
Disclosure Statement that accompanies this Plan discusses the Debtor's history,
businesses, assets, and results of operations, and contains a summary and
discussion of this Plan. Holders of Claims and Interests and parties to
executory contracts and unexpired leases are encouraged to read the Disclosure
Statement. No solicitation materials other than the Disclosure Statement and
related materials transmitted therewith have been authorized by the Bankruptcy
Court for use in soliciting acceptances or rejections of this Plan. To the
extent there may be any inconsistency between the Plan and the Disclosure
Statement, the Plan shall control.

                          I. DEFINITIONS & CONSTRUCTION

A.       DEFINITIONS

         As used herein, the following terms have the respective meanings
specified below, subject to the rules of construction set forth in Section I.B
hereof:

     -   "ADMINISTRATIVE EXPENSE CLAIM" means any cost or expense of
administration of the Chapter 11 Case allowable under Section 330, 331, 503(b),
or 507(a)(1) of the Bankruptcy Code, including, without limitation, any actual
and necessary post-petition expenses of preserving the estate of the Debtor,
including any fees and expenses payable under the DIP Financing Agreement
including, without limitation, any fees and expenses incurred by Novartis in
connection with conversion of the DIP Financing Agreement to the Term Loan,
which fees and expenses shall be paid on the Effective Date without the
requirement of a court order, but with any dispute with respect thereto to be
resolved by the Court, any actual and necessary post-petition expenses of
operating the business of the Debtor in Possession, all compensation or
reimbursement of expenses to the extent allowable by the Bankruptcy Court under
Section 330, 331, or 503 of the Bankruptcy Code, tort, product liability or
personal injury claims arising from acts or omissions occurring after the
Petition Date.

     -   "AGGREGATE GENERAL UNSECURED CREDITOR DIVIDEND" has the meaning set
forth in Section II.D.2(b)(1) of the Plan.

     -   "ALLOWED ADMINISTRATIVE EXPENSE CLAIM" means any Administrative Expense
Claim or Tax Administrative Expense Claim, or any portion thereof, with respect
to which both (i) a timely and proper request for payment has been made to the
extent required by this Plan, the Confirmation Order, or by any other order of
the Bankruptcy Court, and (ii) either (a) such Administrative Expense Claim is
subject to allowance by the Bankruptcy Court pursuant to Bankruptcy Code Section
330, 331, or 503(b)(2) through (5), but only to the extent such Administrative
Expense Claim actually is allowed by the Bankruptcy Court or by any professional
fee allowance procedures authorized by the Bankruptcy Court and then in effect,
or (b) such Administrative Expense Claim is not subject to allowance by the
Bankruptcy Court pursuant to Bankruptcy Code Section 330, 331, or 503(b)(2)
through (5), but only to the extent that the amount, validity, priority, or
enforceability of such Administrative Expense Claim is not the subject of a bona

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