2021-01-14_GENERAL DOCUMENTS - C1980004

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Case 120-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:5405 Desc Exhibit 1 -Amended Proposed Confirmation Order Page ll of 68 Case 1:20-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:54:05 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 12 of 68 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 property 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. HH. Section 1129(e) — Small Business Cases. None of the chapter 11 cases are small business cases within the meaning of the Banlmiptcy 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 Rejection 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 578-1 Filed 01/13/21 Entered 01/13/21 16:54:05 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 13 of 68 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 CONFIR.WD 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 Civit 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. 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 (iv) are consistent with sections 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. IMMMP3ii5MI-I ON-101 iF\J UPI Ulu 11 "01 ORMIM 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. 12 Case 120-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:5405 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 14 of 68 7. Effective Date. The Effective Date of the Plan shall be on the Business Day on which all conditions to the consummation of the Plan, as set forth in Article XII, have been satisfied or waived. S. Plan Classification Controlling. The classification of Claims and Equity Interests for purposes of the Distributions to be made under the Plan shall be governed solely by the terms of the Plan. The classifications and dollar amounts set forth on the ballots tendered to or returned by the Debtors' creditors and equity interest holders in connection with voting on the Plan: (a) were set forth on the ballots for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims or Equity Interests under the Plan for distribution purposes; and (c) shall not be binding on the Debtors or the Liquidating Trustee and shall not limit, prejudice or impair any party in interest from filing any objections to Claims. 9. Binding Effect The Plan and its provisions shall be binding on the Debtors, any entity acquiring or receiving property or a distribution under the Plan, and any creditor of or holder of an Equity Interest in the Debtors, including all governmental entities, whether or not the Claim of such creditor or the Equity Interest of such holder is disallowed, extinguished or impaired under the Plan; or whether or not such creditor or Equity Interest holder has accepted the Plan. However, nothing in this Confirmation Order or the Plan discharges, releases, precludes, or enjoin any liability to a Governmental Unit on the part of any non -debtor. Nothing in this Confirmation Order or the Plan shall affect any valid right of setoff or recoupment of any Governmental Unit. 13 14