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UNTIEi STAlES BANKRUPTCY COURT EAStERN DIEiTRICT OF NEW YORK Inre GIORSO SHELLFISH COW, Chapter 11 Case No, O4~234I3 (iF) AFFIDAVIT OF WILLIAM JORDAN, Jt IN SUPPORT OF ~ TNt CONFIRMATION OF TIlE SECOND AMENDED ~ CHAP .tt4l PL ANSI SG .4 ~.$$E1$ STATE OF NE\47 YORK

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COUNTY OF NEW YORK) WILLIAM JORDAN, Jit, being duly sworn, deposes and says: 1. ~ I am the President ofthe captioned debtor (the Debtor) and am duly authozized to make this affidavit on thd Debtors bebaif~
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2. I am familiar with the matters set forth herein, and make this affidavit in support ofconfi.rj~naon ofthe Second Amended Chapter 1 1 Plan of SG Assets, LIJC (the Plan)~ Arty carktalized texm that I utilize herein and not expressly defined herein shall have the meaning ascribed to that term in the Plan. 3. : j%.~j matters set forth herein, except as otherwise stated, are based upon; (a) my personal knowledge, (1,) my review of relevant documents, including the Plan, or Cc) my view, based upon~my experience with and knowledge of the Debtor3s business and financial conditionS In thatiregard, I have read the Plan in its entirety. If I were called onto testify, I could and would compejtentiy testil5r to the facts set forth herein.
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4j For the reasons set forth below, I believe that the Plan and SG have

complied with all applieathe requfrements ofthe Bankruptcy Code and that the Plan was proposed in good faith. I understaba that Section 1123 ofthe Bankruptcy Code requires that a plan of reorganizadon cktssify the claims ofthe Debto?s creditors awl equity security holders. The Plan provides for fowj classes ofClaims and one class ofEquity Securities. The classes take into account the diffethig nature and priority under the Bnkruptcy Code ofvarious classes and interests. The PI~II also sets forth which claims and interests are impaired or unimpaired. The Claims and Equiiy Securities in classes I, 4 and 5 are impaired. 5) ~cti~i 1122 ~f4i~qBan ~~qp~Q~de: Class I has oiUy one creditor: SG; class 2 consists dfsecure4 creditors other than SG and has no creditors; ehtss 3, Priority Claims has no creditors; ~1a,ss 4 consists of all general Unsecured Creditors, and I am the sole member of class 5, Equity Skcurities. The five classes are designated inArticle 3 ofthe Plan. 6~ 1~tL!Zn 1.1 ~ 23(a)(2) and (3) ofthe U.,a.nkr ~p~y .~ Articles 4, 7 and S of the Plan specify lasses that are impaired under the Plan and specii5r the teatirnmt ofall impaired classes.
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7~ ~CdQU U2~(~)(4~.uftb.e.Bgnkrnptgyc pd ~.: Articles 3 through 8 of the Plan provide the iazne treatment for each claim or interest ofa particular class, unless the holder ofa particular daunt Or interest has agreed to a less favorable treatnent ofauch parUcuiar claim or interest
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& ~Sec1ion .W3(~ip tt~tBa~n...nte~.j~g: The Plan provides for adequate means ~ its implementation by providing for the sale or refinancing ofthe Property. 9. Secti on 1123(4) of the B ~pjey Code; This section is not applicable because the Plan aoes not provide for the issuance of any new securities. 3355 ?thS 2
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1~_ Section 1I2MaYII o~j~eJ~pJ~niptcy ~ The tenus and conditions of the Plan contain j,rovisions that are consistent with the interests ofereditors and equity security holders and withjpublic policy with respect to the manner ofselection ofany officer, director or trustee under thePlan and~any successor to such office; director or trustee. This is satisfied by thc appointment ofWarren Forman, Esq. as Escrow Agent ii ~sdji~i 11 Z~U~)(1) ofthe Ban p~y~p~e: The Plan impairs Classes I, 4 and5~

Ii acctkkn J12 ).(~J, ~ c.P aplcruntc~rA~Qd e Section 111 ofthe Pb~ irovides for the rejection ofall executory contracts and unexpired leases not previously assumed or rejected other than the Debtors lease with TOW Fridays, Inc. which is to be assumed pursuant tothePlan.
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ta ~S~tWALWQO1~) ttk~ l~p~kntptey Code; Article 4 provIdes for a settlement and a4justment of SfYs Claim as permitted by Section 1 123(b)(3) ofthe Bankruptcy Code. 14~. ~MO ~ifl2 9(4).(2 )sfth QP!~4~ptcy Code. I understand that James Hennessey, a~n eniployce ofGolenbock Eiseman Assor Bell & Peskoe LLP, SGs counsel, has filed certificationk ofservice dated October 12 and 14, 2005 (the liennessey Certifications) certifying to the proper service ofthe Plan, the Fifth AIXLend&1 Disclosure Statement for the Plan (the Disclosure $tatement and solicitation materials in accordance with the Courts order dated October 7, 2005 (the Solicitation Order). In accordance with the Hennessey Certifications, I ubderstand that all holders ofClaims and Equity Securities, aD parties in interest and parties requekbag notice in these Chapter 11 eases have received notice of the deadline for receipt of ballots Or consents to be counted; and the tabulation procedures; the date; time and 325576.5 3
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place ofthe heaAng on confirmation ofthe Plan and deadline for filing ofobjections, and where applicable copies ofthe 1)iselosure Statement, Plan, Ballot and consent Thus, the requkements ofsection ll29i)(2) of the Bankruptcy Code are satisfied. l~. $ection 1i~2(a)Q)of~theEan !c!...cstcv .~C~4 The Debtor and SO worked diligently throughout the Chapter 1 1 case to reach a consensual agreement and the Plan is the result ofexteiishke arms~Jeagths negotiations between SG and the Debtor. The Plan was proposed for the purpose ofroaximizing vakie for the Debtors creditors under the specific circumstances of~this case. The Plan is supported by myselfand SG and has been accepted unanimously by reditors entitied to vote and actunily voting. Such acceptance demonstraics their acknowledgment that the Plan is in their best interests and fundamentally ft The Debtor is not aware ofaiky viable atternative which would allow a greater recovery to its creditors. Accordingly, under the circwnstances ofthis cases the Planis consistent with the objectives and purposes ofthe Bankruptcy Code and therefore satisfies the requirements ofsection 1 129(a)(3) ofthe Banlcruptc~ Cod&
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16. $~efl~ofl 1Z9(a)(41 oftb~J$nkru ~y Cot A~ny payments by the Debtor for services or for costs and expenses in, Or in connection with, the case, or in connection with the plan and incident to the case, have been or will be subject to

approval by the Court before

payment.

l7~ gc~tIofl~UWa)(~ofthe Eanki~ izv~4zyq4~ After the Effective Date of the Plan, I will continue as the President ofthe Debtor. 18. $p~tion I 129~a)f of the BankmptcyCod~ The Debtor is not subject to any regulatory eo~nniission with jurisdiction over the rates of a debtor an4 therefore, Section I 129(a)(6) of the bankruptcy Code is inapplicable. 3255 7i5j 4
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19. ~~on1129~a ~ )(7) of tliB ankrui~tcy Q~ de Each holder ofan impaired claim or interest kinder the Plan will receive a recovery that is not less than the amount that such holder would re~eive ifthe Debtor was liquidated under chapter 7 ofthe Bankruptcy Code 2. A chapter 7 ]iquidation would result in a significant reduction in the alternative proee~ds available for distribution to the Debtors creditors. In the Chapter 1 1 case, based on negotiations with SO, all creditors are receiving distributions pursuant to the Plan, a distribution that ~vould likely Dot be available in a chapter 7 liquidation.
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2t. Sections 1129(a )(~~pf tl~,~an)jzptcy Code; The holders ofClaixns and Equity Securifiesclasses in Classes I, 4 and 5 have accepted the Plait Because the Plan provides that Class 2 Credhors and Class 3 interest Holders will be paid in full, and thus are deemed to have accepted the Plan under Section 1126(f) ofthe Bankruptcy Code. Section 1129(a)(8) of the Bankruptcy Code has been satisfied. 2Z Seetionfl29(a)(9) ofthe Hi~rpjq~uptcv Code All holders of Priority Claims, Priority Tax Claims and Adminisirative Claims (collectively, Paid in Full Claims) will be paldin thu because (1) SG will pay $100,000 in respect ofsuch Claims, (ii) the agreement set forth in the letter attached as Exhibit C to the Disclosure Statementlimfts the Administrative Claims ofprofrss~onals to such SI 00,000, (ill) I have caused the Debtor to pay and will continue to cause the Debtor to pa~ in the ordinary course ofits business all expenses ofoperating its business since the commencement ofthe. case and (iv) I sin unaware of any Paid in Full Claims other than amounts, which, subject to approval ofthis Court, may be owing to the Law Offices of Gabriel Del Virginia arid DLA Piper Rudnick Gray Cary US LLP.
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23. ~ Classes I arid 4 art impaired classes, and do not contain any insiders ofthe Debto, and each have atceptecf the Plan and, therefore, the requhtme~t~ ofSection 1129(a)0) ofthe Bankrupwy Code are satisfied. 24~ ~ lfasa)eoftheProperty occurs or deliveij. oftbe Property to SO ocews, the Plan MU constituu, a plan ofliquIdation and no fia-ther flnwzcial teorgsnthtfon will be necessary. lithe Praparty is refinanced, the Debtor will, in my opinIon~, have adequate capital so that no fiwther IinSncIaI rcorgathza1J~,ij WjJJ be teq*ed~ Thus, Ebelieve thai the Plan satisfies the requirements ofSection 1129(a)(ll) of the Bankruptcy Cod& 25. ~StP~]?iaX12LofjttJRan~pfry C~,L~c Section 3.7 ofthe plan provides that eli fees payable under 2~ U.SIC. I ~3O, as determined by the Court at the hearing on confirmation Ofthe Plan~ be paid or that provision be made for their pa~eiit. 26. ~ Code: The Debttw never itselfto pitvide for retiree benefits at Levels estabbshed punuant to Seot~orj 1 Banlm~ptey Codd, and thus this section i~ satisfied.

Swa~ to before the

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ths&~,~ ofDocember, 2005

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GABRIEL. DEL VUtGINIA Notary Public, State of New York

I No. 02flE50?3700

32Sii5~

Quaflfied in Mew York County Comthjs5j0~ 2$pkes 8?~~o.oi~ I 6