ALEXANDER M. LAUGHLIN (VSB No. 25237) 

BRADLEY D. JONES (VSB No. 85095)

ODIN FELDMAN & PITTLEMAN PC

1775 Wiehle Avenue, Suite 400

Reston, Virginia 20190

Laughlin: 703-218-2134

Jones: 703 218-2176

Fax: 703-218-2160

Email: alex.laughlin@ofplaw.com

Email: Brad.Jones@ofplaw.com

Counsel for the Debtor and Debtor-in-Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

Alexandria Division

In re: *

*

ABRAMS LEARNING AND * Case No. 19-10725-KHK

INFORMATION SYSTEMS, INC., * Chapter 11

*

Debtor. *

ORDER DISMISSING CASE 

AND APPROVING PROPOSED DISTRIBUTION

UPON CONSIDERATION of the motion filed by the above-captioned debtor-in-possession

(the “Debtor”) to dismiss this case and approve a proposed distribution (the “Dismissal 

Motion”). The Court having considered the matter; any objections raised to the Motion; the 

statements of counsel for the Debtor; the entire record of this case; and good cause having been 

shown, the Court makes the following findings of fact and orders the following relief:

IT APPEARING that proper and adequate notice of the Motion has been given under the 

circumstances and that no further notice is necessary; and

IT FURTHER APPEARING that the Debtor has entered into contracts for the sale of its assets 

approved by this Court and that distribution of its remaining cash is appropriate; and

IT FURTHER APPEARING that payments proposed by Motion and the proposed distribution 

set forth as Exhibit A to the Motion (the “Distribution”) are appropriate and consistent with the 

absolute priority rule and the Bankruptcy Code’s distribution scheme (the “Priority Scheme”); 

and

Case 19-10725-KHK Doc 185-3 Filed 04/02/20 Entered 04/02/20 15:23:27 Desc

Exhibit C - Proposed Order Page 1 of 6
Page 2 of 6

IT FURTHER APPEARING that the distribution of the Debtor’s remaining cash assets under 

the direction of is financial advisor, Marcher Consultants acting as distribution agent (the 

“Distribution Agent”) is a prudent exercise of the Debtor’s business judgment and that there is a 

sound business reason for the Distribution; 

IT FURTHER APPEARING that accurate and reasonable notice of the Motion and proposed 

Distribution has been given, that the Distribution is fair and reasonable, and that the parties have 

acted in good faith; and

IT FURTHER APPEARING that the Debtor, the Debtor’s principals, and the Debtor’s 

management personnel have worked in good faith, with ordinary business care and prudence, to 

fulfil all of the tax and reporting requirements required of the Debtor in bankruptcy; to identify 

and correct all unfulfilled tax and reporting obligations that existed pre-bankruptcy; and to 

identify and pay all legitimate creditor claims, tax claims, and other obligations of the Debtor 

after consulting with its attorneys, tax advisors, financial advisors; and

IT FURTHER APPEARING that the Distribution and dismissal of this case is in the best 

interest of the Debtor’s creditors, parties-in-interest, and the Debtor; and

IT FURTHER APPEARING that the Distribution provides for all of the allowed claims filed 

in the case as determined by the Court in accordance with the Priority Scheme; and 

IT FURTHER APPEARING that the Debtor has made an adequate showing the Motion should 

be granted, that the proposed Distribution should be APPROVED and that this chapter 11 case 

should be DISMISSED in accordance with the terms set forth in this order (the “Order”);

IT IS THEREFORE:

ORDERED that the Motion is GRANTED and the case is dismissed pursuant to 11 U.S.C. §§ 

305(a)(1) and 1112(b)(1), subject to the conditions set forth in this Order; it is further

Case 19-10725-KHK Doc 185-3 Filed 04/02/20 Entered 04/02/20 15:23:27 Desc

Exhibit C - Proposed Order Page 2 of 6
Page 3 of 6

ORDERED that the Court APPROVES the Distribution proposed by the Debtor; it is further

ORDERED that the Debtor is authorized to utilize Marcher Consultants as its distribution 

agent (“Distribution Agent”); it is further

ORDERED that the Debtor is authorized to continue to work with its accountants, financial 

advisors and professionals to determine any tax claims held by the Internal Revenue Service, 

Arizona, Colorado, District of Columbia, Hawaii, Indiana, Kansas, Massachusetts, Maryland, 

Missouri, Virginia, West Virginia, Texas, Florida (the “Priority Tax Claims”); it is further

ORDERED that the Distribution Agent is authorized to receive compensation from estate 

funds in the agent’s possession in an amount not to exceed $50,000.00 for these services, subject 

to the filing of a fee application and approval by this Court; it is further

ORDERED that the Distribution Agent shall make payments to creditors from the Debtor’s 

available cash in accordance with the “Estimated Payment” column of the Distribution. 

Payments by the Distribution Agent shall be subject to adjustment by the Distribution Agent as 

necessary to ensure that each creditor receives a pro-rata payment in accordance with the Priority 

Scheme in the event the Distribution Agent receives updated information regarding the amount 

of the Priority Tax Claims. In addition, payments to professionals shall be made in accordance 

with the amount approved by this Court after application for the approval of those professional 

fees; it is further

ORDERED that the Distribution Agent shall make payments to creditors within thirty days 

of the closing of the sale of the Debtor’s remaining assets and receipt by the Debtor of all 

amounts owed for the sale of those assets, unless otherwise ordered by the Court; it is further

ORDERED that after the payments are made, any distributed check that has not been 

claimed or cashed within a ninety-day period from the date of the check shall be deemed void; it 

Case 19-10725-KHK Doc 185-3 Filed 04/02/20 Entered 04/02/20 15:23:27 Desc

Exhibit C - Proposed Order Page 3 of 6
Page 4 of 6

is further

ORDERED that to the extent any funds remain due to uncashed check or checks, those 

funds will be paid pro-rata to the remaining unpaid creditors in the highest remaining unpaid 

class; it is further

ORDERED that the payments made in accordance with the Distribution shall be made by 

check written to the creditor’s address of record as reflected on any filed proof of claim; as 

reflected in the Debtor’s Schedules; or for the Priority Tax Claims, an office address maintained 

by the relevant taxing authority or as otherwise instructed by the priority tax claimant; it is 

further

ORDERED that upon completion of all payments by the Distribution Agent pursuant to this 

Order, the Debtor shall file with the Court a certification of completion, which shall identify all 

distributions by creditor name and amount. After the filing of this certification, the Court shall 

enter a final decree, in accordance with Fed. R. Bankr. P. 3022, closing the case; it is further

ORDERED that the Debtor and Distribution Agent are authorized to take all necessary and 

reasonable actions to complete the Distribution as provided by this order; and it is further

ORDERED that to the extent that any of findings of fact are deemed to be conclusions of 

law (or vice versa), they are incorporated into this order as conclusions of law (or vice versa).

Dated: 

Alexandria, VA KLINETTE H. KINDRED

United States Bankruptcy Judge

 Entered on docket: _____________

Case 19-10725-KHK Doc 185-3 Filed 04/02/20 Entered 04/02/20 15:23:27 Desc

Exhibit C - Proposed Order Page 4 of 6
Page 5 of 6

I ask for this:

 /s/ Bradley D. Jones 

ALEXANDER M. LAUGHLIN (VSB No. 25237) 

BRADLEY D. JONES (VSB No. 85095)

ODIN FELDMAN & PITTLEMAN PC

1775 Wiehle Avenue, Suite 400

Reston, Virginia 20190

Laughlin: 703-218-2134

Jones: 703 218-2176

Fax: 703-218-2160

Email: alex.laughlin@ofplaw.com

Email: Brad.Jones@ofplaw.com

Counsel for the Debtor and Debtor-in-Possession

Case 19-10725-KHK Doc 185-3 Filed 04/02/20 Entered 04/02/20 15:23:27 Desc

Exhibit C - Proposed Order Page 5 of 6
Page 6 of 6

CERTIFICATION PURSUANT TO LOCAL RULE 9022-1(C)

I certify that this Order was served on April 2, 2020 (i) electronically, via Notice of 

Electronic Filing upon all registered users in this case pursuant to this Court’s CM/ECF policy, 

(ii) via email to the U.S. Trustee at ustpregion04.ax.ecf@usdoj.gov, and (iii) via U. S. mail, firstclass postage prepaid, to the parties identified on the service list attached only to the Notice filed 

with this Court.

/s/ Bradley D. Jones

Bradley D. Jones

#4584267v1 088398/000002

Case 19-10725-KHK Doc 185-3 Filed 04/02/20 Entered 04/02/20 15:23:27 Desc

Exhibit C - Proposed Order Page 6 of 6