2021-01-14_GENERAL DOCUMENTS - C1980004

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Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 11 of 69 Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 12 of 69 Z. Section 1129(a)(12)—Pavment of Fees. Pursuantto Article III of the Plan, all fees payable under 28 U.S.C. § 1930 will be paid by the Debtors, or as applicable by the Liquidating Trustee, until such time as the Debtors' Chapter 11 Cases are closed or dismissed. All outstanding Trustee fees as of the Effective Date of the Plan shall be paid on or before the Effective Date. Therefore, the Plan complies with section 1129(a)(12) of the Bankruptcy Code. AA. Section 1129(a)(13) — Retiree Benefits. The Debtors do not sponsor or provide any retiree benefit plans within the meaning of section 1114 of the Bankruptcy Code and the Debtors have terminated their 401(k) plans. Accordingly, section 1129(a)(13) of the Bankruptcy Code is not applicable to the Plan. BB. Section 1129(a)(14) — Domestic Support Obligations. The Debtors are not required to pay any domestic support obligations. Accordingly, section 1129(a)(14) of the Bankruptcy Code is not applicable to the Plan. CC. Section 1129(a)(15) — Debtors are Not Individuals. The Debtors are not individuals. Accordingly, section 1129(a)(15) of the Bankruptcy Code is not applicable to the Plan. DD. Section 1129(a)(16) — Transfers. Each of the Debtors is a moneyed, business, or commercial corporation or trust, and therefore, section 1129(a)(16) of the Bankruptcy Code is not applicable to the Plan. EE. Section 1129(b) — Cramdown. This Court, having considered the Confirmation Memorandum filed by the Proponents, confirms the Plan under section 1129(b) of the Bankruptcy Code notwithstanding the deemed rejection of the Plan by Class 6 (Equity Interests) because the Plan does not unfairly discriminate against, and is fair and equitable with respect to 10 Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 13 of 69 Rule 9019(a), the releases, exculpations, and injunctions set forth in the Plan are fair, equitable, reasonable and in the best interests of the Debtors, their Estate(s) and creditors, and such provisions_ (t) fall within the jurisdiction of this Court under 28 U.S.C. §§ 1334(a), (b) and (d); (a) are essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (in) are important to the overall objectives of the Plan to finally resolve all Claims among or against the parties in interest in the Bankruptcy Case, except to the extent otherwise provided in the Plan; and (tv) are consistent with section 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code. LL. Section 1125(e) — Good Faith Solicitation. The Proponents have complied with section 1125(e) in transmitting the solicitation materials and in soliciting and tabulating the vote. It is therefore ORDERED AND ADJUDGED that: 1. The Disclosure Statement is APPROVED on a final basis in each and every respect pursuant to section 1125 of the Bankruptcy Code. 2. The Plan is hereby amended as follows: t. Section 9.05 of the Plan is deleted in its entirety and replaced with the following After the Bar Date, as applicable, a Claim may not be filed or amended without the authorization of the Bankruptcy Court and any such new or amended Claim Filed shall be deemed Disallowed and expunged without any further notice to or action, order, or approval of the Bankruptcy Court; provided that a Claim may be amended by the Holder of such Claim without authority from the Bankruptcy Court solely to decrease, but not to increase, unless otherwise provided by the Bankruptcy Court, the amount, number or priority. the Holders of Claims in Class 6 since, among other possible reasons, no holder of any interest that is junior to the Claims in Class 5 will receive or retain any properly under the Plan. FF. Section 1129(c) — Only One Plan. The Plan is the only plan filed in these chapter 11 cases, and therefore, section 1129(c) of the Bankruptcy Code does not apply. GG. Section 1129(d) —Principal Purpose of Plan. The principal purpose of the Plan is not the avoidance of taxes or the avoidance of application of Section 5 of the Securities Act of 1933, as amended. Therefore, the Plan complies with section 1129(d) of the Bankruptcy Code. ME Section 1129(e) — Small Business Cases. None of the chapter 11 cases are small business cases within the meaning of the Bank-ptcy Code. Accordingly, section 1129(e) of the Bankruptcy Code is inapplicable to these chapter 11 cases. II. Substantive Consolidation. Article II of the Plan provides for the substantive consolidation of the Debtors' estates for solely for the purposes of voting, confirmation, and distributions. Based on the evidence presented at or before the Confirmation Hearing including, but not limited to the Fairfield Declaration and the arguments set forth in the Confirmation Memorandum and those of counsel at the Confirmation Hearing, and the entire record of these Chapter 11 Cases, the Court finds that such limited consolidation is factually warranted, fair and equitable, and in the best interests of the Debtors' creditors and Estates. It. Assumption and Reiection of Contracts. Article VII of the Plan governing the assumption and assignment or the rejection of executory contracts and unexpired leases satisfies the requirements of sections 365(a), 365(b) and 365(f) of the Bankruptcy Code. KK. Releases and Exculpation. All releases, injunctions, exculpation, settlements and compromises embodied in the Plan, and the distributions and rights provided thereunder, are an integral part of the Plan. Pursuant to section 1123(b) of the Bankruptcy Code and Bankruptcy 1E Case 1:20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 1138:01 Desc Exhibit 1 - Proposed Confirmation Order Page 14 of 69 The definition of "Distribution Record Date" is deleted in its entirety and replaced with the following: "Distribution Record Date" means (t) the Administrative Claims Bar Date as to the Holders of Allowed Administrative Claims entitled to Distributions pursuant to the Plan and or) any such date established by the Liquidating Trustee as to Holders of Allowed Other Secured Claims, Allowed Other Priority Claims and Allowed General Unsecured Claims. fir. Section 5.03 of the Plan is deleted in its entirety and replaced with the following: The Liquidating Trust will be advised by the "Liquidating Trust Board," which shall initially consist of five voting members designated by the Creditors' Committee 3. The Plan, attached hereto as EXHIBIT A and as amended by this Order, is CONFIRNIED and APPROVED in all respects. 4. The Court hereby DENIES and/or OVERRULES, as applicable, all objections not previously withdrawn or otherwise resolved and relating to: (a) the approval of the Disclosure Statement; and (b) the confirmation of the Plan. 5. The Findings of Fact and Conclusion of Law set forth above shall constitute findings of fact and conclusions of law of this Court pursuant to Federal Rule of Civil Procedure 52(a)(1), as incorporated by Bankruptcy Rule 7052. To the extent any finding of fact later shall be determined to be a conclusion of law it shall be so deemed, and to the extent of any conclusion of law shall be determined to be a finding of fact it shall be so deemed. 6. Notice was adequate and sufficient under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and Orders of this Court, and the Due Process Clause of the United States Constitution. 12 13