1993-07-30_GENERAL DOCUMENTS - C1981017

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FAIRFIELD AND WOODS, PC. ATTORNEYS AND COUNSELORS AT LAW James Holden July 30 , 1993 Page 2 $1 . 00 per year rent for that equipment . The equipment will surely depreciate in value over the years of use for reclamation by more than $1 . 00 per year. Thus, even though the Creditors' Trust will be able to sell the equipment at the end of the reclamation project and keep whatever proceeds can be earned on that sale, the net effect seems to be yet another gratuitous transfer from the creditors to the MLRD. While the MLRD may believe that it should win an argument about the priority of its claim, if the unsecured creditors were to prevail in such a dispute, the MLRD would be entitled only to its pro rata share of the Class 9 share of Net Proceeds in the Creditors' Trust . (If other claims in Class 9 are $15 million, and the MLRD is owed $3 million, and Net Proceeds equal $5 million, the MLRD would only receive $191, 167, instead of $1 . 5 million. ) In other words, the discount, if any, being visited on the MLRD is not very high in view of its downside risk. Meanwhile, unsecured creditors are left with only the possibility of receiving 23 cents of every dollar which qualifies as Net Proceeds, which is not likely to yield even a 7. 5 cent dividend. The splitting of risks and burdens is not very equitable. With those general concerns stated, let me make some specific comments about language in the documents . First the Plan. Section 1 . 23 -- should the definition of Net Proceeds also state that the Net is only after payment of real estate taxes secured by liens on the property in the Creditors' Trust . I thought at several points in the Plan and Disclosure Statement that this concept needed expression in order to avoid any implication that creditors would be receiving money before the taxing authorities were paid. Section 2 . 2 -- "Class 3 " after the title of the Class should read "Class 2 . " Section 2 .4 -- Should the definition of the claim in this Class make it clear that the full amount of the claim, whether or not secured by property having a value as high as the claim, is in this Class and that no part of Sanwa' s claim will be allowed in any other Class? Section 2 . 5 -- I am not sure that the definition of the claim is worded broadly enough to cover any and all claims of the MLRB . Right now the language is limited to a claim arising under the Reclamation Plan; how about referring also to any claim arising under any statute, regulation, rule, or doctrine of law or equity