1993-07-29_GENERAL DOCUMENTS - C1981017

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James Holden July 30, 1993 Page 3 FAEFIELD AND WOODS, PC. ATTORNEYS AND COUNSELORS AT LAW whatsoever, or words to that effect? Also, it should be made clear that the MLRB has no deficiency or other claim in any other Class. Section 2.7 -- The sentence should end with the phrase "excluding Class 10, 11, and 12 claims," as the definition of Class 8 ends. Section 2.9 -- This definition should make it clear that neither the MLRB nor Sanwa has any claim in Class 9 and that Class 9 does include the claims of CCIA and Public Service Co. and any other creditors with liens junior to Sanwa's. Sections 2.10 and 2.12 -- It should be made clear that these Classes include claims of those entities and persons no matter how arising, that is, whether direct or by reason of subrogation. Also, in sub - paragraph (iii) of Section 2.12, could we refer to all "subsidiaries and affiliates "? Section 4.5 -- This section requires that 2/3 of all allowed unsecured claims actually vote in favor of the Plan. First, how do we know what 2/3 of "all" is? What are "all" of the allowed unsecured claims? Second, compare this to Section 7.1 and the Disclosure Statement. The latter two make it clear that if the 2/3 vote is not obtained, the entire Plan fails and is withdrawn. This Section, however, is not clear on that point. Third, do you think it likely that 2/3 of "all" allowed unsecured claims will actually vote at all, never mind for the Plan? I know that CCIA, PSCo., and the D &RGWRR hold claims in very large amounts, but without being sure what "all" is, I think there is considerable risk in this element of the Plan. Section 5.1.2 -- Was Mid - Continent Minerals the only related entity to make advances, or should we refer to all Class 12 creditors here? Section 6.2.1 -- Are there any tax implications to creating separate trusts and conveying assets to those trusts, especially free and clear of liens? For instance, will the trusts be separate tax filing or reporting entities? Will they have to pay tax on any "gain" upon sale? Will the Debtor's tax basis carry over to the trusts? Is the Debtor's tax basis enough to prevent taxable gain? Will the trusts be able to take advantage of any NOL of the Debtor to offset any gain on sale of an asset? Section 6.2.2 -- Add a reference co all avoiding actions preserved for the benefit of the estate under section 551.