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 31 of 69 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 32 of 69 "Claim" or "Claims" means a claim or claims against any of the Debtors, as such term is defined in section 101(5) ofthe Bankruptcy Code. "Claims Objection Bar Date" means the fast Business Day that is 180 days after the Effective Date or such other period of limitation as may be specifically fixed by an order of the Bankruptcy Court upon a motion Filed by the Liquidating Trustee served only on the Bankruptcy Rule 2002 service list (which motion to extend the objection deadline shall not be deemed a modification of the Plan). "Claims Register" means the official register of Claims maintained by the Bankruptcy Court or Epiq. "Class" means a category of Holders of Claims or Equity Interests pursuant to section 1122(a) of the Bankruptcy Code, as described in Article III of the Plan. "Committee Initial Challenges" has the meaning ascribed in the Settlement Agreement "Confirmation" means the entry ofthe Confirmation Order on the docket of these Chapter 11 Cases, subject to all conditions specified having been (a) satisfied, or (b) waived. "Confirmation Date" means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of these Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021. "Confirmation Hearing" means the hearing held by the Bankruptcy Court to consider Confirmation ofthe Plan, as such hearing may be adjourned or continued from time to time. "Confirmation Order" means the order of the Bankruptcy Court confirming the Plan pursuant to, among others, section 1129 ofthe Bankruptcy Code. "Creditor" means any Holder of a Claim against any ofthe Debtors or their Estates. "Creditors' Committee" means the official committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code appointed by the Office of the United States Trustee in these cases on July 30, 2020 [Docket No 128], as such committee may be reconstituted from time to time. "Cure" means the Distribution of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, with respect to the assumption or assumption and assignment of an Executory Contract or Unexpired Lease, pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary obligations, without interest, or such other amount as may be agreed upon by the parties, under such Executory Contract or Unexpired Lease, to the extent such obligations are enforceable under the Bankruptcy Code and applicable bankruptcy law. "Debtors" has the meaning ascribed to it in the Introduction to this Plan. "DIP Documents" has the meaning ascribed in the DIP Order. 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 33 of 69 "Disputed Claim Amount' means (a) if a liquidated amount is set forth in a Proof of Claim relating to a Disputed Claim, (t) the liquidated amount or any portion thereof set forth in the Proof of Claim relating to the Disputed Claim; (ii) an amount agreed to by the Debtors or Liquidating Trustee and the Holder of such Disputed Claim; or (in) if a request for estimation is Filed by any party, the amount at which such Disputed Claim is estimated by the Bankruptcy Court; (b) if no liquidated amount is set forth in a Proof of Claim relating to a Disputed Claim, (i) an amount agreed to by the Debtors or Liquidating Trustee and the Holder of such Disputed Claim or (a) the amount estimated by the Bankruptcy Court with respect to such Disputed Claim; or (c) zero, if the Disputed Claim was listed on the Schedules as out iquidated, contingent or disputed and no Proof of Claim was Filed, or deemed to have been Filed, as applicable, and the Claim has not been resolved by written agreement of the parties or an order of the Bankruptcy Court "Distribution" means any Distribution pursuant to the Plan to the Holders of Allowed Claims or Equity Interests. "Distribution Date" means the date on which a Distribution is made pursuant to this Plan. "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 (ii) 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. "Distribution Reserve Account" means an account established by the Liquidating Trustee on or prior to the initial Distribution Date into which the Liquidating Trustee shall deposit that portion of Liquidating Trust Assets that would otherwise be distributable in respect of such Disputed Claims, if such Disputed Claims had then constituted Allowed Claims entitled to receive Liquidating Trust Assets. "Effective Date" means the fast Business Day following the date on which all conditions to confirmation set forth in Section 12.01 of the Plan have been satisfied or, if capable of being duly and expressly waived, as provided in Section 12.01 of the Plan, any conditions to the occurrence of confirmation set forth in the Plan has been satisfied or waived. "Entity" shall have the meaning ascribed to such term in section 101(15) ofthe Bankruptcy Code. "Equity Interests" means the legal interests, equitable interests, contractual interests, equity interests or ownership interests, or other rights of any Person in any ofthe Debtors including all capital stock, stock certificates, common stock, preferred stock, partnership interests, limited liability company or membership interests, rights, treasury stock, options, warrants, contingent warrants, convertible or exchangeable securities, investment securities, subscriptions or other agreements and contractual rights to acquire or obtain such an interest or share in any of the Debtors, membership interests, partnership interests in the Debtors' stock appreciation rights, conversion rights, repurchase rights, redemption rights, dividend rights, preemptive rights, subscription rights and liquidation preferences, puts, calls, awards or commitments of any character whatsoever relating to any such equity, common stock, preferred stock, ownership interests or other shares of capital stock ofthe Debtors or obligating any ofthe Debtors to issue, "DIP Facility" has the meaning ascribed in the DIP Order. "DIP Lenders" has the meaning ascribed in the DIP Order. "DIP Lender Claims" shall mean the Unsecured Claims of the DIP Lenders against the Debtors. "DIP Order" means the Final Order (!) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Use of Cash Collateral, (II) Granting Liens and Providing Superpriority Acbninistrative Expense Status, (III) Granting Adequate Protection to the Prepetition Secured Parties, (M Modifying the Automatic Stay, and (I) Granting Related Relief [Docket No. 238]. "DIP Secured Parties" has the meaning ascribed in the DIP Order. "Disallowed" means, with respect to any Claim, Equity Interest or portion thereof, any Claim against or Equity Interest in the Debtors which: (t) has been disallowed, in whole or part, by a Final Order; (a) has been withdrawn by agreement of the Holder thereof and the applicable Debtor, in whole or in part; (in) has been withdrawn, in whole or in part, by the Holder thereof; (iv) if listed in the Schedules as zero or as disputed, contingent or unliquidated and in respect of which a Proof of Claim has not been Filed or deemed Filed or Allowed or deemed Allowed pursuantto the Plan, the Bankruptcy Code or any Final Order or other applicable law in a liquidated non -contingent amount; (v) has been reclassified, expunged, subordinated or estimated to the extent that such reclassification, expungement, subordination or estimation results in a reduction in the Filed amount of any Proof of Claim; (vi) is evidenced by a Proof of Claim which has been Filed, or which has been deemed to be Filed under applicable law or order ofthe BankruptcyCourt or which is required to be Filed by order of the Bankruptcy Court but as to which such Proof of Claim was not property Filed; (vu) is unenforceable to the extent provided in section 502(b) ofthe Bankruptcy Code; (viu) where the holder of a Claim or Equity Interest is a Person or Entity from which property is recoverable under sections 542, 543, 550, or 553 ofthe Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, unless such Person, Entity or transferee has paid the amount, or turned over any such property, for which such Person, Entity or transferee is liable under sections 5220), 542, 543, 550, or 553 of the Bankruptcy Code; or (ix) is for reimbursement or contribution that is contingent as ofthe time of allowance or disallowance of such Claim or Equity Interest. In each case, a Disallowed Claim or Equity Interest is Disallowed only to the extent of disallowance, withdrawal, reclassification, expungement, subordination or estimation. "Disclosure Statement" means the disclosure statement for the Plan, as amended, supplemented or modified from time to time, describing the Plan, that is prepared and distributed in accordance with, among others, sections 1125, 1126(b) and 1145 of the Bankruptcy Code, Bankruptcy Rule 3018 and other applicable law. "Disputed" means with respect to any Claim or any portion thereof (a) as to which the Debtors or any other party in interest, has Filed an objection, and such objection has not been withdrawn or overruled by a Final Order; (b) that is listed on the Debtors' Schedules as disputed (unless and to the extent such Claim has been deemed Allowed or deemed Allowed pursuant to the Plan, the Bankruptcy Code or any Final Order or other applicable law); or (c) a tort claim. 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 34 of 69 transfer or sell any shares of capital stock whether or not certificated, transferable, voting or denominated "stock" or a similar security. "Estate(s)" means the estates of each of the Debtors created by section 541 of the Bankruptcy Code upon the commencement of these Chapter 11 Cases on the Petition Date. "Executory Contract" means a contract to which any of the Debtors is a party that is subject to assumption or rejection under section 365 ofthe Bankruptcy Code. "File, Filed or Filing" means, respectively, file, filed, or filing with the Bankruptcy Court or its authorized designee in these Chapter 11 Cases. "Final Order" means an order, ruling, judgment, the operation or effect of a judgment or other decree issued and entered by the Bankruptcy Court or by any state or other federal court or other court of competent jurisdiction which has not been reversed, vacated, stayed, modified or amended and as to which (i) the time to appeal or petition for review, rehearing, certiorari, re - argument or retrial has expired and as to which no appeal or petition for review, rehearing, certiorari, reargument or retrial is pending or (ii) any appeal or petition for review, rehearing, certiorari, reargument or retrial has been finally decided and no further appeal or petition for review, rehearing, certiorari, reargument or retrial can be taken or granted. "General Unsecured Claim" means an unsecured Claim against a Debtor, including any Claim arising from the rejection of an Executory Contract or Unexpired Lease, but excluding any Administrative Claims, Priority Tax Claims, and Other Priority Claims; provided, however that any deficiency claim asserted by a holder of a Secured Claim shall be deemed a General Unsecured Claim. "Governmental Unit" means all governmental units, which shall include all entities defined in section 101 (27) of the Bankruptcy Code, including such entities that hold a Claim arising from pepetton tax years or periods or pepetton transactions to which a Debtor was a party. "Holder" or "Holders" means the legal or beneficial holder of a Claim or Equity Interest (and, when used in conjunction with a Class or type of Claim or Equity Interest, means a Holder of a Claim or Equity Interest in such Class or of such type). "Impaired" means, when used with reference to a Claim or Equity Interest, a Claim or Equity Interest that is impaired within the meaning of section 1124 ofthe Bankruptcy Code. "Impaired Class" means a Class or Claims or Equity Interests that are Impaired. "Initial Distribution Date" means the date on which the Debtors or the Liquidating Trustee, as applicable, make initial distributions to Holders of Allowed Claims pursuant to the Plan. "Lender Settlement Contribution Amount" shall mean up to $500,000 in Cash, payable by the DIP Lenders and the Prepetition Lenders (or their designees) to the Estates under the Lender Settlement Order.