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

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• Case 1.20-bk-12043 Doc 574-1 Filed 01/13/21 Entered O1/13/2111,38:01 Desc Exhibit 1 - Proposed Confirmation Order Page 7 of 69 Case 1 20-bk-12043 Doc 574-1 Filed O1/13121 Entered OIJ13121 11:38 Ol Desc Exhibit 1 - Proposed Confirmation Order Page 8 of 69 does not provide for the selection of any officers and directors of the Debtors To the extent the provision applies, the Plan provides for the appointment of GlassRamer Advisory & Capital Group LLC Whitt B Riley Advisory Services as the Liquidating Trustee for the Debtors for the purposes of liquidating the Debtors' assets and winding up the Debtors' affairs Section 11231a)(8) does not apply as the Debtors are not individuals N Section I I23(b). The provisions of the Plan comply with, and are not inconsistent with, the applicable provisions ofthe Bankruptcy Code, including section 1123(b) Among other items, the Plan identifies and impairs or, as applicable leaves unimpaired, each Class of Claims pursuant to section 1123(b)(1 I, it provides pursuant to section 1123(b)(2) for the assumption and assignment, or rejection, of the Debtors' previously =rejected executory contracts and unexpired leases, it provides pursuant to section I I23(b)(3) for the Liquidating Trustee to retain, enforce or settle any claim or interest that belongs to the Debtors or the Estates, as the case mey be Pursuant to section 1123(b)(6) of the Bankruptcy Code, the Plan contains other customary provisions that are consistent with the Bankruptcy Code, including (i) provisions governing Distributions on account of Allowed Claims, (u) procedures for resolving Disputed Claims, (tit) provisions regarding the modification of the Plan, (iv) provisions for a Debtor Release and Third -Party release against certain Released Parties, and (v) provisions for the retention of jurisdiction by this Court with respect to certain matters listed in Article X of the Plan The failure to specifically address a provision of the Bankruptcy Code in this Confirmation Order shall not diminish or impair the effectiveness of this Confirmation Order O Bankruptcy Rule 3016(a) The Plan is dated and identifies the entities submitting the Plan as the proponents, thereby satisfying Bankruptcy Rule 3016(a) 6 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 9 of 69 R Section 1129(a)(4) — Payment for Services Any payment made or to be made by any of the Debtors for services or for costs and expenses in or in connection with these chapter I I cases, or in connection with the Plan and incident to these chapter I cases, has been approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code S Section 11291a)(5) — Identity of Management In accordance with section 1123(b)(3)(B) of the Bankruptcy Code, the Proponents identified the person appointed as the Liquidating Trustee and serving in that capacity as the appointed representative of the Debtors and/or the Estates pursuant to the Notice of Filing of Selection of Liquid nog Trustee and Liquidating Trust Board Representatives and Filing of Form Liquidating Trust Agieement (Docket No 563) Furthermore, Article V of the Plan describes in detail the Liquidating Trustee and the duties of the Liquidating Trustee The appointment of the Liquidating Trustee is consistent with the interests of creditors and public policy The members of the Liquidating Trust Board assert that they have no conflict of interest Therefore, the Plan complies with section 1129(a)(5) of the Bankruptcy Code T Section 1129(a)(6) — No Rate Changes The Plan does not involve the establishment of rates over which any regulatory commission has or will have jurisdiction after confirmation Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan U Section 1129(a)(7) — Best Interests of Creditors With respect to each impaired Class of Claims, each Holder in such Class has either accepted the Plan or will receive or retain under the Plan on account of such Claim property of a value, as of the Effective Date, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated on P Section 1129(a)(2) — Plan Proponents' Compliance with the Bankruptcy Code The Proponents have complied with the applicable previsions of the Bankruptcy Code The Proponents are proper proponents of the Plan and have solicited acceptances of the Plan in accordance with the requirements of section 1125 of the Bankmptcy Code, the Bankruptcy Rules, the Combined Heating Order, and, as applicable, the local rules Pursuant to the Combined Heating Order, on or about December 1, 2020, as evidenced by the Solicitation Affidavit, the Proponents mailed, by first class mail, postage prepaid, the Solicitation Package containing copies of (i) a cover letter desenbing the contents of the Solicitation Package, (11) a USB flash drive containing the Plan and the Disclosure Statement, (in) Ballots and instructions for completing the same, (rv) the Combined Heanng Order, and (v) a prepaid Ballot return envelope Creditors not entitled to vote on the Plan were mailed copies of the Combined Hearing Order The Disclosure Statement and the procedures by which the ballots for acceptance or rejection of the Plan were solicited and tabulated were adequate, fair, properly conducted and in accordance with Bankruptcy Rules 3017 and 3018, section 1126(b) of the Bankruptcy Code, the Combined Hearing Order, and, as applicable, the local mles Accordingly, the Plan satisfies section 1129(a)(2) of the Bankruptcy Code Q Section I I29(aN 3) — Plan Proposed in Good Faith The Proponents have proposed the Plan in good faith and not by any means forbidden by law The Plan is the result of extensive good faith, ann's-length negotiations between the Debtors and the Committee and, as evidenced by strong creditor support for the Plan, achieves the goals broadly embodied in the Bankruptcy Code Therefore, the Plan complies with section 1129(a)(3) of the Bankruptcy Cod. 7 Case 1 20-bk-12043 Doc 574-1 Filed O1/13121 Entered 011131211138 01 Desc Exhibit 1- Proposed Confirmation Order Page 10 of 69 the EtTmtive Date under chapter 7 of the Bankruptcy Code Therefore, the Plan complies with section I I29(a)(7) of the Bankruptcy Code V Section 1129(a)(8) — Acceptance by Certain Classes The following Classes are impaired and, as indicated in the Young Declaration, such Classes have accepted the Plan because pursuant to section I I26(c) of the Bankruptcy Code more than one-half (12) of the number and at least two-thirds (2/3) of the dollar amount actually voting have accepted the Plan Class I, Class 3, Class 4 and Class 5 Class 2 (Secured 2 Claims) is not impaired and was deemed to accept the Plan Class 6 (Equity Interests) is impaired and does not receive or retain any property under the Plan on account of such Interests Accordingly, Class 6 is deemed to reject the Plan pursuant to section I I26(g) of the Bankruptcy Code Nevertheless, the Plan is confirmable because it satisfies section 1129(b)(1) of the Bankruptcy Code. W Section 1129(a)(9) — Treatment of Administrative Claims Priority Claims and Priority Tax Claims The treatment of Administrative Claims and Pnonty Claims pursuant to the Plan satisfies the requirements of sections 1129(A)(9XA) and (B) of the Bankruptcy Code, and the treatment of Priority Tax Claims pursuant to the Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code X Section 1129(aN 10) — Acceptance by One Impaired Class The Plan has been accepted by Class 1, Class 3, Class 4, and Class 5, all of which are, impaired under the Plan Because at least one impaired Class of Claims has accepted the Plan, determined without including any acceptance of the Plan by any insider, the Plan satisfies the requirements of section 1129(a)(10) of the Bankruptcy Code Y Section 1129(a)(11) — Feasibility The Plan calls for the liquidation of the Debtors Therefore, the Plan complies with section I I29(a)(I1) of the Bankruptcy Code 8 9