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purchase price provided in the Asset Purchase Agreement is fair consideration for the assets <br />being purchased. <br />21. flood Faith of Buver. The Buyer, az defined in the Asset Purchase <br />Agreement, is a good faith purchaser within the meaning of Banlavptry Code section 363(:m). <br />NOW, T1IEREFORE, it is hereby <br />ORDERED: <br />]. Qporoval of Modifications. The modifications to Debtor' and Railroad <br />Trustee's First Amended and Restated Joint Plan of Reorganisation Dated December 1, 1992 <br />proposed in paragraphs a through f above are approved. <br />2. Confirmation of Plan. Debtors' and Railroad Trustee's First Amended ~snd <br />Restated Plan of Reorganisation, Dated December 1, 1992, az modified by this Order, is <br />confirmed and all objections to the wnfirmation of the Plan are overruled. <br />3. Authorisations for Asset Purchase Agreement. Debtors and the Railroad <br />Trustee are authorized w execute, deliver, and perform their respective obligations under ,an <br />Asset Purchase Agreement in form substantially similar to the Asset Purchase Agreem~~tt <br />attached az Exhibit B w the Plan az amended on January 27, 1993 and to execute any and all <br />other documents and to take any and all actions necessary w complete the asses pure6ase and <br />sale and upon its execution and delivery by all parties thereto,. the Asset Purchase Agreement <br />shall be valid, binding upon and enforceable against the Debtors and the Railroad Trustee. <br />10 <br />