2021-01-22_GENERAL DOCUMENTS - C2010088 (3)

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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 35 of 69 Case 1 20-bk-12043 Doc 574-1 Filed O1/13/21 Entered 01/13/21 11,38.01 Desc Exhibit 1 - Proposed Confirmation Order Page 36 of 69 "Lender Settlement Order" means the Order of the Bankruptcy Court dated November 2, 2020 [Docket No 5041, approving the terms of the Settlement Agreement "Lender Settlement Participation" shall mean 50% of all Distributions to Holders of Allowed General Unsecured Claims under this Plan, which amounts shall be paid from the Liquidating Trust Assets and capped at the Lender Settlement Contribution Amount "Lien" means, with respect to any asset or property (or the rents, revenues, income, profits or proceeds therefrom), and in each case, whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise (a) any and all mortgages or hypothecation to secure payment of a debt or performance of an obligation, liens, pledges, attachments, charges, leases evidencing a capitalimble lease obligation, conditional sale or other title retention agreement, or other security interest or encumbrance or other legally cogniznble security devices of any kind in respect of any asset or property, or upon the rents, revenues, income, profits or proceeds therefrom, or (b) any arrangement, express or implied, under which any property is transferred, sequestered or otherwise identified for the purpose of subjecting ormakmg available the same for the payment of debt or performance of any other obligation in priority to the payment of holders of General Unsecured Claims, provided, howevc, that a hen that has or may be avoided pursuant to any Avoidance Action shall not constitute a lien hereunder "Liquidating Trust" means the trust to be established on the Effective Date in accordance with this Plan "Liquidating Trust Agreement" means the agreement to be executed as of the Effective Date establishing the Liquidating Trust pursuant to the Plan, substantially in the form to be filed with the Court by December 15, 2020 "Liquidating Trust Assets" means (a) the Cash held by the Estates after taking into account Distributions made on the Effective Date, (b) all Causes of Action, (c) all Pnvdeged Documents and communications of the Debtors, (d) all other assets of the Debtors or of the Estates existing on the Effective Date after giving effect to all Distributions required to be made as of or prior to the Effective Date, including but not limited to all books, records and files of the Debtors and of the Estates, in all forms, including electronic and hard copy "Liquidating Trust Board" shall have the meaning ascribed to it in Section 5 03 of the Plan, and as more fully set forth in the Liquidating Trust Agreement "Liquidating Trust Protected Parties" means the Liquidating Trust, the Liquidating Trustee, the members of the Liquidating Trust Board and the members, designees, agents, professionals, employees, managers, partners, actuanes, financial advisors, and attorneys and each of the foregoing "Liquidating Trustee" means the person or entity who has been selected by the Plan Proponents to act as liquidating trustee as provided in the Plan solely in that capacity, with such selection to he made by December 15, 2020, and a nonce to be filed with the Court reflecting the same. Case 1'20-bk-12043 Doc 574-1 Filed O1/13/21 Entered OV13121 1138 01 Desc Exhibit 1 - Proposed Confirmation Order Page 37 of 69 Disputed Claim Amount of all Disputed Claims or the amount of Equity Interests that are Disputed in the same Class, orcoij that, to the extent any Disputed Claims of Equity Interests are not Allowed by the Bankruptcy Court in whole or in part, the Pro Rana Sbare of all Allowed Claims in such Class shall be adjusted to take into account the Disputed Claim amounts that are Disputed (or portion thereof) associated with the Disputed Claim that was not Allowed "Released Parties" shall mean (i) the DIP Secured Pames, (it) the Prepetition Secured Parties, (tit) Pledge Servicing Partners, LLC, Irv) ARC Financial Partners, LLC, (v) Appalachian Resource Company, LLC and (vt) with respect to each of the foregoing parties in clauses (i) through (v), such party's mspmhve current and former affiliates, and such party's and their current and former affiliates' current and former officers, managers, directors, equity holders (regandless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, principals, members, employees, agents, managed accounts or funds, management companies, fund advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals "Releasing Party" has the meaning ascribed to it in Section 1104 of the Plan "Sale Closing" has the meaning ascribed in the Settlement Agreement "Sale Transaction" has the meaning ascribed in the Sale Order "Sale Order"means the September 4, 2020, Order (I) Approving the Sale ofSubstanually All of the Debtors' Assets Free and Clear of All Non -Assumed Liens, Claims, Encumbrances, and Interests, (U) 4pproving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (111) Granting Related Relief [Docket No 410] "Schedules" means the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases and statements of financial affatts Fried by the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial accordance with the Official Bankruptcy Forms, as the same may have been amended modified or supplemented from time to time "Secured Claim -means a Claim that is secured by a Lienwhich is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankroptcy Code or applicable state law, on property in which the Estate has an interest, or a Claim that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Holders interest in the Estate's interest in such property or to the extent of the amount subject to setoff, as applicable, as determined by a Final Order pursuant to section 506(a) of the Bankruptcy Code, or in the ease of setoff, pursuant to section 553 of the Bankruptcy Code, or in either case as otherwise agreed upon in wnhng by the Debtors or the Liquidating Trustee, as applicable, and the Holder of such Claim If the amount of any Clam exceeds the value of the Holder's interest in the Estate's interest in property or the amount subject to setoff, such excess shall be treated as a General Unsecured Claim "Settlement Agreement" means the Settlement Agreement between the Prepetition Lenders, DIP Lenders, Committee, and Debtors which was attached as Exhibit A to the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors for Approval of Settlement Agreement Prepeution Lenders and DIP Lenders Pursuant to Bankruptcy Rule 9019 [Docket No 4831 "Order(s)" means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket in any case or the docket of any other court of competent jurisdiction "Other Priority Claims" means any and all Allowed Claims accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than an Administrative Claim or a Pnonty Tax Claim "Person" shall have the meaning provided in section 101(41) of the Bankruptcy Code "Petition Date" means the date on which each respective Debtor Filed its petition for relief commencing a Chapter I l Case "Plan" means this joint plan of liquidation under chapter I I of the Bankruptcy Code, as it may be altered, amended, modified or supplemented from time to time including in accordance with its terms and the Bankruptcy Code or the Bankruptcy Rules "Prepetition Credit Documents" has the meaning ascribed in the DIP Order "Prepetition Debt" has the meaning ascribed in the DIP Order "Prepetition Leaders" has the meaning ascribed in the DIP Order "Prepetition Lender Claims" shall mean the Unsecured Claims of the Prepention Lenders against the Debtors "Prepetition Secured Parties" has the meaning ascribed in the DIP Order "Priority Tax Claim" means any and all Claims of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code "Privileged Documents" means all documents and communications maintained by the Debtors subject to attorney -client, work product, or common interest privilege claims "Professional" means any professional employed in these Chapter I I Cases pursuant to Bankruptcy Code sections 327, 328, 1103, 105(a), 363(c) m other order of the Bankruptcy Court "Professional Fee Claims" means compensation for legal, financial, advisory, accounting and other services by Professionals and reimbursement of expenses Allowed by the Bankruptcy Court under sections 328, 330, 331, 363 or 503(b) of the Bankruptcy Code to the extent incurred on or prior to the Effective Date "Proof of Claim" means a proof of claim Filed with the Bankruptcy Court or the Claims Agent in these Chapter I I Cases "Pro Rat t Share' means with respect to any Distribution to a Class under the Plan, the ratio (expressed as a percentage) of the amount of an Allowed Claim or Equity Interest in such Class to the aggregate amount of all Allowed Claims or Equity Interests in such Class plus the Case 1 20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11 38:01 Desc Exhibit 1- Proposed Confirmation Order Page 38 of 69 "Stalking Horse Bidder" has the meaning ascribed in the Sale Order "Unexpired Lease" means a lease of personal or real property to which any of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code. "Unimpaired" means Clarins in an Unimpaired Class "Unimpaired Class" means an unimpaired Class within the meaning of section 1124 of the Bankruptcy Code "Unsecured Claim" means a Claim ansing prior to the Petition Date against the Debtors (except for DIP Lender Claims, which are also Unsecured Claims) that is neither a Secured Claim nor entitled to priority under section 507 of the Bankruptcy Code or any order of the Bankruptcy Court, which Claim may be a General Unsecured Claim "U.S. Trustee" means the Office of the United States Trustee for Region 9 "U.S. Trustee Fee Claims" means fees arising under 28 U S C S 1930(a)(6) of Title 28 of the United States Code with respect to these Chapter I 1 Cases ARTICLE II: CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS Section 2.01 Classification Claims against the Debtors, other than Administrative Claims and Priority Tax Claims are classified for all purposes (unless otherwise specified), including voting and Distribution pursuant to the Plan, as follows Q gl Deshmation Impairment Entitled to Vote 1 Other Prionty Claims Impaired Yes 2 Secured Claims Unimpaired No deemed to accept) 3 DIP Lender Claims Impaired Yes 4 Pre neon Lender Claims Impaired Yes 5 General Unsecured Claims Impaired Yes 6 Equity Interests Impaired No deemed to reject) Section 2.02 Substantive Consolidation of Debtors for Purposes of Voting, Confirmation and Distribution The Plan provides for substantive consolidation of the Estates, for purposes of voting, confirmation, and making Distributions to the Holders of Claims under the Plan Voting on the Plan shall be counted on a consolidated basis On the Effective Date, and solely for purposes of voting, confirmation and making Distributions to the Holders of Claims under the Plan (a) all guarantees of any Debtor of the payment, performance or collection of another Debtor with respect